Securities And Exchange Commission

                                        Washington, D.C.  20549



                                               FORM 10-Q

                           Quarterly Report Under Section 13 or 15(d) of the
                                    Securities Exchange Act of 1934


                For the 13-Week Period Ended December 30, 1995

                Commission File Number 0-12923


                                            Delchamps, Inc.
                               -----------------------------------------
                                      (Exact name of registrant as
                                       specified in its charter)

<TABLE>
<CAPTION>
                <C>                                                    <C>
                                   Alabama                                  63-0245434
                ------------------------------------------             -------------------
                (State or other jurisdiction of                       (I.R.S. employer
                incorporation or organization)                        identification number)

                305 Delchamps Drive, Mobile, AL                             36602
                ------------------------------------------             -------------------
                (Address of principal executive                             (Zip code)
                offices)

                             (334) 433-0431
                ------------------------------------------
                (Registrant's telephone number,
                including area code)

</TABLE>

                     Indicate by check mark whether the registrant (1) has 
                filed all reports required to be filed by Section 13 or 15(d) 
                of the Securities Exchange Act of 1934 during the preceding 12 
                months (or for such shorter period that the registrant was 
                required to file such reports), and (2) has been subject to 
                such filing requirements for the past 90 days.

                Yes   x      No
                    -----        -----

                     Indicate the number of shares outstanding of each of the 
                issuer's classes of common stock as of the latest practicable 
                date.  7,110,366 shares at February 5, 1996.

<PAGE>

                                     DELCHAMPS, INC. AND SUBSIDIARY

                                                 Index

                                                                     Page No.
                                                                    ----------

                Part 1.  Financial Information

                     Item 1.  Financial Statements

                          Condensed Balance Sheets -
                               December 30, 1995 and July 1, 1995           

                          Condensed Statements of Earnings -
                               Thirteen Weeks Ended December 30, 1995
                               and December 31, 1994                        
                               Twenty-six Weeks Ended December 30, 1995
                               and December 31, 1994                        

                          Condensed Statements of Cash Flows -
                               Thirteen Weeks Ended December 30, 1995
                               and December 31, 1994                       
                               Twenty-six Weeks Ended December 30, 1995
                               and December 31, 1994                        

                          Notes to Condensed Financial Statements           

                     Item 2.  Management's Discussion and Analysis of 
                               Financial Condition and Results of 
                               Operations                                  


                Part II.  Other Information

                     Item 1.  Legal Proceedings                            

                     Item 5.  Other Information

                     Item 6.  Exhibits and Reports on Form 8-K             

                     Signatures                                            

<PAGE>

Part I.  Financial Information

               DELCHAMPS, INC. AND SUBSIDIARY
          Condensed Balance Sheets - (In thousands)
                        (Unaudited)
<TABLE>
<CAPTION>

                                                  December 30, 1995       July 1, 1995*
                                                  _________________     _________________
                                                  Amount   % Assets     Amount   % Assets
                                                  ______   ________     ______   ________
<S>                                               <C>      <C>          <C>      <C>
ASSETS
______
Current assets:
  Cash and cash equivalents                        7,669      2.92      15,906      5.90

Trade accounts receivable                         11,041      4.20       9,214      3.42
Merchandise inventories                           94,749     36.06      93,808     34.82
Prepaid expenses                                   2,154       .82       1,420       .53
Income taxes receivable                            5,877      2.24       6,549      2.43
                                                 _______   _______     _______   _______
Deferred income taxes                              2,045       .78       2,045       .76
      Total current assets                       123,535     47.02     128,942     47.86


Property and equipment:
Land                                              15,193      5.78      13,312      4.94
Buildings and improvements                        57,016     21.70      56,632     21.02
Fixtures and equipment                           220,844     84.06     220,903     81.99
Construction in progress                           5,100      1.94       2,649       .99
                                                 _______   _______     _______   _______
                                                 298,153    113.48     293,496    108.94


Less accumulated depreciation 
  and amortization                              -161,281    -61.38    -155,411    -57.69
                                                 _______   _______     _______   _______

      Net property and equipment                 136,872     52.10     138,085     51.25
                                                                                  
Other assets                                       2,338       .88       2,385       .89
Total assets                                     262,745    100.00     269,412    100.00
                                                 =======   =======     =======   =======


LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________
Current liabilites:
  Notes payable                                   32,000     12.18      30,000     11.14



Current portion of obligations under 
  capital leases                                     665       .25         665       .25
Current portion of long-term debt                  3,760      1.43       3,760      1.40
Current portion of guaranteed ESOP debt            2,000       .76       2,000       .74
Current portion of restructure obligation          6,364      2.42       6,364      2.36
Accounts payable                                  40,791     15.53      45,063     16.73
Accrued expenses                                  19,919      7.58      18,170      6.73
                                                 _______   _______     _______   _______
      Total current liabilities                  105,499     40.15     106,022     39.35
                                                                                  
Obligations under capital leases, 
  excluding current portion                       10,824      4.12      11,147      4.14
Long-term debt, excluding current portion         12,719      4.84      14,598      5.42
Restructure obligation, excluding 
  current portion                                 15,897      6.06      19,219      7.13
Deferred income taxes                              6,602      2.51       5,464      2.03
Other liabilities                                  2,664      1.01       2,920      1.08
                                                 _______   _______     _______   _______
      Total liabilities                          154,205     58.69     159,370     59.15

Stockholders' equity:
  Junior participating preferred stock of 
    no par value-authorized 5,000,000 shares; 
    no shares issued
  Common stock of $.01 par value - authorized
     25,000,000 shares; issued 7,110,366 shares
     at December 30, 1995, and 7,108,781 shares 
     at July 1, 1995                                  71       .03          71       .03
  Additional paid-in capital                      19,546      7.44      19,603      7.28
  Retained earnings                               91,125     34.68      92,637     34.38
                                                 _______   _______     _______   _______
                                                 110,742     42.15     112,311     41.69
Less:  Guaranteed ESOP debt                       -2,000      -.76      -2,000      -.74
       Unamortized restricted stock awards          -202      -.08        -269      -.10
                                                 _______   _______     _______   _______
      Total stockholders' equity                 108,540     41.31     110,042     40.85

      Total liabilities and stockholders' 
        equity                                   262,745    100.00     269,412    100.00
                                                 =======   =======     =======   =======

</TABLE>

See accompanying notes to condensed financial statements.


*  Condensed from Balance Sheet included in the 1995 Annual Report.


<PAGE>

                                           DELCHAMPS, INC. AND SUBSIDIARY
                                          Condensed Statements of Earnings - 
                                       (In thousands except per share amounts)
                                                     (Unaudited)

<TABLE>
<CAPTION>

                                            Thirteen Weeks Ended                    Twenty-six Weeks End
                                            ____________________                    ____________________
                                  December 30, 1995   December 31, 1994   December 30, 1995   December 31, 1994
                                 __________________   _________________   _________________   _________________
                                  Amount   % Sales    Amount   % Sales    Amount   % Sales    Amount   % Sales
                                 _______   _______   _______   _______   _______   ________  _______   ________
<S>                              <C>       <C>       <C>       <C>       <C>       <C>       <C>        <C>
Sales                            277,053    100.00   260,452    100.00   561,742    100.00   526,657    100.00

Cost of sales                    212,138     76.57   195,540     75.08   432,357     76.96   395,943     75.18
                                 _______    ______   _______    ______   _______    ______   _______    ______

Gross Profit                      64,915     23.43    64,912     24.92   129,385     23.04   130,714     24.82

Selling, general and 
administrative expenses           61,785     22.30    63,421     24.35   125,595     22.36   125,875     23.90
                                 _______    ______   _______    ______   _______    ______   _______    ______

Operating income                   3,130      1.13     1,491       .57     3,790       .68     4,839       .92

Interest expense, net              1,840       .66     1,289       .49     3,624       .65     2,408       .46
                                 _______    ______   _______    ______   _______    ______   _______    ______

Earnings before income taxes       1,290       .47       202       .08       166       .03     2,431       .46

Income taxes                         482       .18        34       .02       114       .02       788       .15
                                 _______    ______   _______    ______   _______    ______   _______    ______

Net earnings                         808       .29       168       .06        52       .01     1,643       .31
                                 =======    ======   =======    ======   =======    ======   =======    ======

Net earnings per common share        .11                 .02                 .01                 .23
                                 =======             =======             =======             =======          


Weighted average number of 
common shares                      7,109               7,114               7,109               7,114
                                 =======             =======             =======             =======          

Dividends declared per 
common share                         .11                 .11                 .22                 .22
                                 =======             =======             =======             =======          

</TABLE>


See accompanying notes to condensed financial statements.


<PAGE>


          DELCHAMPS, INC. AND SUBSIDIARY
Condensed Statements of Cash Flows - (In thousands)
   Increase (Decrease) In Cash and Cash Equivalents
                   (Unaudited)

<TABLE>
<CAPTION>

                                                          Thirteen Weeks Ended     Twenty-six Weeks Ended
                                                          ____________________     ______________________
                                                           12/30/95  12/31/94        12/30/95  12/31/94
                                                          _________  ________      __________  ________ 
<S>                                                       <C>        <C>           <C>         <C>
Cash flows from operating activites:
  Net earnings                                                 808       168              52     1,643


Adjustments to reconcile net earnigns to net
cash provided by operating activites:
  Depreciation and amortization                              5,590     4,896          10,523     9,722
  Loss reserve on closed stores                                -92       -30            -256       -58 
  Restricted stock award compensation expense                   47        56              67       112
  Restructure obligation                                    -2,160         -           3,322         -
  (Increase) decrease in merchandise inventories            -3,010     5,093            -941     5,055
  Increase (decrease) in accounts payable and accrued 
    expenses                                                 3,041    -6,671          -2,522    -8,533 
  (Increase) decrease in income taxes receivable, net         -279    -2,046             672       -77 
  Other, net                                                   352       678          -2,048    -1,193 
                                                           _______   _______         _______   _______ 
                                                           
Net cash flows provided by operating activities              4,297     2,144           2,225     6,671


Cash flows from investing activities:
  Additions to property and equipment                       -5,755   -11,749         -10,324   -23,068 
  Proceeds from sale of property and equipment               1,526        41           1,629       221
                                                           _______   _______         _______   _______ 

Net cash used in investing activities                       -4,229   -11,708          -8,695   -22,847 

Cash flows from financing activities:
  Proceeds from notes payable                                2,000       370           2,000     8,400
  Principal payments on obligations under capital leases      -164      -474            -323      -933 
  Principal payments on long-term debt                        -940      -939          -1,880    -1,880 
  Dividends paid                                              -782      -782          -1,564    -1,564 
                                                           _______   _______         _______   _______ 

Net cash provided by (used in) financing activities            114    -1,825          -1,767     4,023

Net increase (decrease) in cash and cash equivalents           182   -11,389          -8,237   -12,153 

Beginning of period cash and cash equivalents                7,487    14,614          15,906    15,378
                                                           _______   _______         _______   _______ 

End of period cash and cash equivalents                      7,669     3,225           7,669     3,225
                                                           =======   =======         =======   =======

Supplemental Disclosures of Cash Flow Information:

Cash paid for:
  Interest expenses                                          1,872     1,410           3,752     2,554
                                                           =======   =======         =======   =======  
  Income taxes                                                  44     1,361              44     1,367
                                                           =======   =======         =======   =======

</TABLE>

See accompanying notes to condensed financial statements.

<PAGE>


               DELCHAMPS, INC. AND SUBSIDIARY

          Notes to Condensed Financial Statements

                        (Unaudited)


          (A)   Basis of Presentation

                The accompanying unaudited consolidated
          financial statements include the results of
          operations, account balances and cash flows of
          the Company and its wholly-owned subsidiary.
          All material intercompany balances have been
          eliminated.

                In the opinion of management, the
          accompanying unaudited consolidated financial
          statements include all adjustments necessary
          to present fairly, in all material respects,
          the results of operations of the Company for
          the periods presented.  The statements have
          been prepared by the Company pursuant to the
          rules and regulations of the Securities and
          Exchange Commission.  Certain information and
          footnote disclosures included in annual
          financial statements prepared in accordance
          with generally accepted accounting principles
          have been condensed or omitted pursuant to
          such rules and regulations.  It is suggested
          that these consolidated financial statements
          be read in conjunction with the consolidated
          financial statements and the accompanying
          notes included in the Company's 1995Annual
          Report.

                The balance sheet at July 1, 1995 has
          been taken from the audited financial
          statements at that date.



          Management's Discussion And Analysis
                      Of Financial
          Condition And Results Of Operations


          RESULTS OF OPERATIONS

          Sales:

                Sales increased 6.37% for the thirteen-
          week period and 6.66% for the twenty-six week
          period, compared with corresponding periods
          last year.  Sales for stores open during the
          current and prior year periods increased 7.00%
          for the thirteen-week period and 6.90% for the
          twenty-six week period.

                The increase in sales for both periods
          was primarily the result of positive customer
          response to the Company's "Strategy 2000"
          program which was implemented in April, 1995.
          This program included reduced retail prices on
          thousands of items, an increase in the amount
          of which coupons are doubled (from $.49 to
          $.50), and a new advertising campaign to
          promote these changes.

                At December 30, 1995, the Company
          operated 117 supermarkets and ten liquor
          stores compared with 122 supermarkets and
          twelve liquor stores at December 31, 1994.
          During the twenty-six week period, the Company
          opened one supermarket, opened one liquor
          store, renovated forty-two supermarkets,
          closed two supermarkets, and closed three
          liquor stores.

          Gross Profit:

                Gross profit as a percentage of sales
          decreased from 24.92% to 23.43% for the
          thirteen-week period and decreased from 24.82%
          to 23.04% for the twenty-six week period.  The
          decreases for both periods were the result of
          reduced retail prices related to the "Strategy
          2000" program noted above.

          Selling, General and Administration Expenses:

                Selling, general and administrative ("S
          G & A") expenses decreased $1.64 million and
          $.28 million for the thirteen and twenty-six
          week periods, respectively.  The decreases for
          both periods were due to reductions in store
          wages (which resulted from improved labor
          scheduling) and reductions in store supply
          costs (which resulted from new training
          programs).  The thirteen week period also
          included a reduction in advertising costs
          (which resulted from reduced electronic media
          advertising.)

                S G & A as a percentage of sales
          decreased from 24.35% to 22.30% for the
          thirteen-week period and decreased from 23.90%
          to 22.36% for the twenty-six week period.  The
          decreases for both periods were the result of
          higher sales in the current periods combined
          with reduced expenses as noted above.

          Interest Expense, Net:

                Interest expense, net increased by $.55
          million in the thirteen week period and by
          $1.22 million in the twenty-six week period.
          The increases for both periods result from
          interest expense related to restructuring
          charges (which the Company did not incur
          during last year's periods) and from increased
          levels of short-term indebtedness.

          Income Taxes:

                The effective rate for income taxes
          increased from 16.83% to 37.36% for the
          thirteen-week period and increased from 32.41%
          to 68.67% for the twenty-six week period.  The
          effective rates increased in both periods
          because the targeted jobs tax credit expired
          and was not available during the current
          periods.  The high effective rate for the
          current twenty-six week period was further
          impacted by the low level of pretax earnings
          combined with normal recurring non tax-
          deductible expenses.

          Management's Discussion And Analysis
                      Of Financial
          Condition And Results Of Operations

          LIQUIDITY AND CAPITAL RESOURCES

                Cash flows generated by operating
          activities were $4.297 million for the
          thirteen week period and $2.225 million for
          the twenty-six week period.  Last year's
          corresponding amounts were $2.144 million and
          $6.671 million for the thirteen and twenty-six
          week periods, respectively.  Historically, the
          Company has funded working capital
          requirements, capital requirements, and other
          cash requirements primarily through cash flows
          from operations.  However, if an insufficient
          amount of cash flows are generated, the
          Company may draw on a short-term revolving
          loan.  The Company may borrow up to $75
          million under the revolving loan of which $43
          million is available for future use.  The
          revolving loan expires June, 1998.

                Cash used in investing activities was
          $4.229 million and $8.695 million for the
          current thirteen and twenty-six week periods,
          respectively.  Corresponding amounts from last
          year's periods were $11.708 million and
          $22.847 million for the thirteen and twenty-
          six week periods, respectively.  The decrease
          in investing activities was because last
          year's periods included the purchase of seven
          supermarkets (with equipment) from the Kroger
          Co.  The Company's investing activities
          include purchases of store equipment,
          distribution center equipment, and investments
          in new technology.  Historically, store
          buildings are leased and are not included in
          investing activities.

                Cash provided by (used in) financing
          activities was $.114 million and ($1.767)
          million for the current thirteen and twenty-
          six week periods, respectively.  Corresponding
          amounts from last year's periods were ($1.825)
          million and $4.023 million, respectively.  The
          increase in cash provided in the thirteen week
          period was because of increased borrowing (as
          compared to last year) under the Company's
          revolving loan.  The reduction in cash
          provided in the twenty-six week period was
          because of less borrowing (as compared to last
          year) under the Company's short-term borrowing
          facilities.  At the end of the quarter ended
          December 30, 1995, the Company was in
          compliance with all financial covenants under
          the revolving loan agreement and its note
          payable agreement.

          PART II.   OTHER INFORMATION

          Item 1.     Legal Proceedings


                On August 10, 1995, a complaint was
          filed in the United States District Court for
          the Southern District of Alabama styled Amanda
          Williams and Kenneth O. McLaughlin, on Behalf
          of Themselves and all Other Similarly Situated
          v. Delchamps, Inc.  The class action complaint
          alleges racially discriminatory practices in
          hiring and promoting.  The relief sought
          includes compensatory damages, punitive
          damages and reinstatement of employment.

                On January 24, 1996, a complaint was
          filed in the United States District Court for
          the Southern district of Alabama styled Tracie
          Kennedy v. Delchamps, Inc.  The class action
          complaint alleges gender and race
          discriminatory practices in hiring, promoting,
          compensation, termination, and other
          conditions of employment.  The relief sought
          includes compensatory damages, punitive
          damages, reinstatement of employment with
          promotions and pay raises, and legal and other
          costs.

                The Company is also involved in various
          claims, administrative proceedings and other
          legal proceedings and other legal proceedings
          which arise from time to time in connection
          with the ordinary conduct of the Company's
          business.

          Item  5.   Other Information
                    
                On December 15, 1995, the Company entered
          into an Employment Agreement with David W. Morrow,
          Chairman of the Board and Chief Executive Officer.

                This agreement has been encluded in as an
          exhibit.

          Item  6.   Exhibits and Reports on Form 8-K

                Reports on Form 8-K


                There were no reports on Form 8-K filed
          during the 13-weeks ended December 30, 1995.


                            SIGNATURES


                Pursuant to the requirements of the
          Securities Exchange Act of 1934, the
          registrant has duly caused this report to be
          signed on its behalf by the undersigned
          thereunto duly authorized.

                                              Delchamps, Inc.
                                              _____________
                                              Registrant

          Date: February 13, 1996             /s/David W. Morrow
                                              _____________________
                                              David W. Morrow, Chairman 
                                              of the Board and 
                                              Chief Executive Officer


          Date: February 13, 1996             /s/Richard W. La Trace
                                              ______________________
                                              Richard W. La Trace, President


          Date:  February 13, 1996            /s/Timothy E. Kullman
                                              _____________________
                                              Timothy E. Kullman, 
                                              Senior Vice President,
                                              Chief Financial Officer, 
                                              Treasurer and Secretary
                                
<PAGE>                                
                                EMPLOYMENT AGREEMENT


  THIS AGREEMENT (the "Agreement") dated as of December 13, 1995 is by and 
between Delchamps, Inc. (the "Company"), and David W. Morrow 
("Mr. Morrow").  The parties hereto agree as follows:

  1.    Employment, Capacity and Duties.

        (a)   The Company hereby employs Mr. Morrow, and Mr. Morrow agrees 
to be employed by the Company, upon the terms and conditions provided herein.  
During the Employment Term (as defined in paragraph 2 below) Mr. Morrow shall 
be employed as Chairman of the Board and Chief Executive Officer of the 
Company.  In such capacities, Mr. Morrow's primary duties and 
responsibilities shall be those set forth in the Company's by-laws, those 
assigned from time to time by the Company's Board of Directors (the "Board") 
and those customarily associated with such positions.

        (b)   In performing his duties as Chief Executive Officer of the 
Company, Mr. Morrow shall devote his full time, attention, energies and 
business efforts to the Company; provided, however, this Section 1(b) shall 
not prohibit Mr. Morrow from (i) being a passive investor in such form or 
manner as shall not conflict with his obligations under this Agreement
or (ii) serving as a director or trustee of any civic, cultural, charitable 
or religious organization or group, or of any business organization that 
does not compete with the Company, including any supermarket operator that 
does not operate in the same geographic area as the Company, provided
that such service does not unduly interfere with his duties under this 
Agreement.

  2.    Employment Term.    Mr. Morrow's employment under this Agreement 
shall commence on January 1, 1996 and shall end at the close of business on 
December 31, 1996 (the "Employment Term").  This Agreement may be terminated 
earlier as provided in Section 5 of this Agreement.

  3.    Compensation and Other Benefits.

        (a)   For all services to be rendered by Mr. Morrow to the Company in 
any capacity under this Agreement, the Company shall pay Mr. Morrow the 
compensation and benefits described below:

              (i)        For the period from January 1, 1996 through June 30, 
  1996, the Company shall pay Mr. Morrow a salary of $10,000 per week.  For 
  the period from July 1, 1996 through December 31, 1996, the Company shall 
  pay Mr. Morrow a weekly amount equal to the quotient of $400,000 divided by 
  52 weeks, or $7,692.31.

              (ii)       Mr. Morrow shall be eligible to receive a cash bonus 
  for the Company's fiscal year ending June 29, 1997 under the Company's 
  annual incentive award program.

              (iii)        The Company shall provide Mr. Morrow with benefits 
  under the Company's vacation policy, longevity bonus plan, dental and 
  medical benefits programs, group term life insurance, ESOP, incentive 
  compensation plan, Profit Sharing Plan and any accident or disability plan 
  on the same basis and subject to the same eligibility and other requirements 
  and limitations as may be applicable to other employees of the Company.

              (iv)         Pursuant to the Company's 1993 Stock Incentive Plan 
  (the "Plan"), the Compensation Committee of the Board of Directors has 
  granted Mr. Morrow an option to purchase 100,000 shares of the Company's 
  common stock at an exercise price of $18.875, the closing price of the stock 
  on December 13, 1995, the date of the grant of the option, at any time up 
  to and including December 13, 2000, which is five years after the date of 
  the grant.

              (v)           Mr. Morrow shall have the use of an automobile at 
  the Company's expense.

        (b)   During the Employment Term, Mr. Morrow shall not be entitled to 
receive directors' fees or to participate in the Company's Director 
Compensation Plan.

        (c)   Payment to Mr. Morrow of all compensation hereunder shall be at 
such times and in accordance with such payroll practices as are followed by 
the Company for its other executive employees.

        (d)   Mr. Morrow agrees that the Company has the right to withhold, 
from the amounts payable under Section 3 of this Agreement, all amounts 
required to be withheld under applicable income and/or employment tax laws, 
or as otherwise stated in documents granting rights that are affected by this 
Agreement.

        (e)   To the extent permitted by applicable law, the Company shall 
take all reasonable steps to ensure that Mr. Morrow is not, by reason of a 
sale of the Company, deprived of the economic value (including any value 
attributable to the sale transaction) of (i) any options to acquire Common 
Stock of the Company or (ii) any Common Stock of the Company beneficially 
owned by Mr. Morrow.

  4.    Reimbursement for Expenses.    Mr. Morrow shall be entitled to 
reimbursement for reasonable expenses incurred by him in connection with 
his maintaining a temporary residence in Mobile, Alabama and for ordinary 
and necessary business expenses incurred by him from time to time on behalf 
of the Company in the performance of his duties hereunder.  In addition, the 
Company will reimburse Mr. Morrow for the reasonable costs of travel between 
Mobile, Alabama and San Juan, Puerto Rico and Gooding, Idaho (his principal 
residences) incurred by him and his wife.  However, Mr. Morrow shall not be 
entitled to reimbursement for any expense unless he has properly accounted 
for it to the extent necessary to substantiate the Company's federal income
tax deduction for such expense.


  5.    Termination.

        (a)   This Agreement shall terminate upon the expiration of the 
expiration of the Employment Term or upon Mr. Morrow's death.

        (b)   Additionally, the Company may terminate this Agreement 
immediately upon the occurrence of any of the following:

              (i)           In the good faith opinion of the Board, 
  Mr. Morrow has engaged in improper or unethical conduct that would 
  seriously impair Mr. Morrow's ability to perform his duties hereunder 
  or would impair the business reputation of the Company;

              (ii)           In the good faith opinion of the Board, 
  Mr. Morrow has committed an act, or omitted to take action, in bad faith 
  and to the material detriment of the Company; or

              (iii)           Mr. Morrow has committed any material breach 
  of any of the provisions of this Agreement, if such breach is not cured 
  within ten days after written notice thereof to Mr. Morrow by the Company.

  6.    Effect of Termination or Removal from Office.    If this Agreement 
is terminated for any of the reasons set forth in Section 5 of this Agreement, 
then the Company shall have no further obligations to Mr. Morrow under this 
Agreement.   Mr. Morrow acknowledges that he holds his office as Chairman of 
the Board and Chief Executive Officer at the pleasure of the Board.  If he is 
removed from office by the Board prior to the expiration of the Employment 
Term, other than pursuant to Section 5, then the only obligation that the 
Company shall have to him shall be to pay to him the salary described in 
paragraph 3(a)(i) of this Agreement until the termination of this Agreement 
on December 31, 1996.

  7.    Representations and Warranties of Mr. Morrow.    Mr. Morrow 
represents and warrants to the Company that he is under no contractual or 
other restriction or obligation compliance with which is inconsistent with 
the execution of this Agreement or the performance of his obligations 
hereunder.

  8.    Notice.   All notices hereunder must be in writing and shall be deemed
to have been duly given upon receipt of hand delivery, delivery by overnight 
carrier, delivery by certified or registered mail, return receipt requested, 
or telecopy transmission with confirmation of receipt:








        (a)   If to the Company, to:

                        Delchamps, Inc.
                        305 Delchamps Drive
                        P. O. Box 1668
                        Mobile, AL  36633-1668
                        Attention:  Timothy E. Kullman

        (b)   If to Mr. Morrow, to:

                        David W. Morrow





  9.    Further Assurances.    The Company and Mr. Morrow agree to execute 
any additional documents or take such other actions as are necessary and 
proper to effectuate the terms of this Agreement.

  10.   Binding Effect.   This Agreement shall be binding upon and inure to 
the benefit of the parties hereto and their respective heirs, successors, 
personal representatives and assigns.

  11.   Entire Agreement.   This Agreement represents the entire agreement 
between the parties hereto concerning the subject matter hereof.

  12.   Governing Law.   This Agreement shall be construed in accordance with 
and governed by the laws of the State of Alabama.

  IN WITNESS WHEREOF, the undersigned have executed this Agreement as of 
the date first written above.

                                DELCHAMPS, INC.


                                By:   __________________________________
                                             William W. Crawford
                                        Chairman, Compensation Committee
                                         of the Board of the Directors



                                      __________________________________
                                              David W. Morrow