THIS  DOCUMENT  CONSTITUTES  PART  OF  A PROSPECTUS COVERING SECURITIES
     ISSUED PURSUANT TO THE DELCHAMPS, INC. DIRECTORS' STOCK OPTION PLAN
         THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

                                                      
                         DELCHAMPS, INC.

                   DIRECTORS' STOCK OPTION PLAN


1.   Purpose of the Plan.

     The purpose of the Directors' Stock Option Plan of  Delchamps, Inc. is
to   promote  the  interests  of  the  Company  and  its  shareholders   by
strengthening  the  Company's  ability  to  attract,  motivate  and  retain
Directors of experience and ability, and to encourage the highest level  of
Directors'  performance  by providing Directors with a proprietary interest
in the Company's financial success and growth.

2.   Definitions.

     1.   "Board" means the Board of Directors of the Company.

     2.   "Committee" means  the  Compensation  Committee of the Board or a
subcommittee thereof as shall be appointed by the  Board from time to time.
The Committee shall consist of two or more members of  the  Board  none  of
whom shall be Employees of the Company.

     3.   "Common  Stock" means the common stock, $.01 par value per share,
of the Company.

     4.   "Company" means Delchamps, Inc., an Alabama corporation.

     5.   "Director" means a member of the Board who is not an Employee.

     6.   "Employee" means any full-time employee of the Company, or any of
its present or future parent or subsidiary corporations

     7.   "Fair Market Value" means (i) if the Common Stock is listed on an
established stock exchange  or any automated quotation system that provides
sale quotations, the closing  sale price for a share of the Common Stock on
such exchange or quotation system  on the applicable date, or if no sale of
the Common Stock shall have been made  on  that  day, on the next preceding
day on which there was a sale of the Common Stock; (ii) if the Common Stock
is not listed on any exchange or quotation system, but bid and asked prices
are quoted and published, the mean between the quoted  bid and asked prices
on the applicable date, and if bid and asked prices are  not  available  on
such  day,  on  the next preceding day on which such prices were available;
and (iii) if the  Common  Stock  is  not  regularly quoted, the fair market
value of a share of Common Stock on the applicable  date  as established by
the Committee in good faith.

     8.   "Participant" means each Director.

     9.   "Option"  means  a  stock  option  that  does  not  satisfy   the
requirements  of  Section  422  of  the  Internal  Revenue Code of 1986, as
amended.

     10.  "Plan" means the Delchamps, Inc. Directors'  Stock Option Plan as
set forth herein and as amended from time to time.

3.   Shares of Common Stock Subject to the Plan.

     Subject to the provisions of Section 7, the aggregate number of shares
of Common Stock that may be issued or transferred pursuant  to  exercise of
Options  under the Plan is 40,000 shares of Common Stock.  Such shares  may
be either  authorized  but  unissued shares or shares issued and thereafter
acquired by the Company.

4.   Administration of the Plan.

     1.   The Plan shall be administered by the Committee, which shall have
the  power  to  interpret the Plan  and,  subject  to  its  provisions,  to
prescribe, amend  and  rescind  rules  and to make all other determinations
necessary for the Plan's administration.

     2.   All  action  taken by the Committee  in  the  administration  and
interpretation of the Plan shall be final and binding upon all parties.  No
member of the Committee will be liable for any action or determination made
in good faith by the Committee with respect to the Plan or any Option.

5.   Eligibility.

     1.   Each Director shall be automatically granted an Option to acquire
5,000 shares of Common Stock  on  July 29, 1996, subject to approval of the
Plan by the shareholders of the Company at the next annual meeting.

     2.   Each person who becomes a Director from July 30, 1996 to July 29,
1999 will also receive an Option to acquire 5,000 shares of Common Stock on
the date such person becomes a Director.

6.     Terms and Conditions of Options.

     1.   Except in the event of acceleration of exercisability as provided
in Sections 6.5 and 8.2 hereof, the  Options  granted  to Directors on July
29, 1996 under the Plan shall become exercisable as follows:

     One-third  of  the  total  number  of  shares  covered by  the  Option
beginning July 29, 1997;

     Two-thirds  of  the  total  number  of Shares covered  by  the  Option
beginning July 29, 1998, less any shares previously issued; 

     100%  of the total  number of Shares  covered by  the Option beginning 
July 29, 1999, less any shares previously issued.

     2.   Except in the event of acceleration of exercisability as provided
in Sections 6.5 and 8.2 hereof, an Option granted to a person who becomes a
Director  from  July 30, 1996 to July 29, 1999 shall become exercisable  in
equal portions on July 29 of each year following the date such person joins
the Board such that the Option shall be fully exercisable on July 29, 1999.

     3.   No Option  granted  to a Director under the terms of the Plan may
be exercised after July 29, 2001.

     4.   The exercise price of  the  Options granted to Directors shall be
equal the Fair Market Value, as defined  in  the Plan, of a share of Common
Stock on the date of grant.

     5.   The Committee may accelerate the exercisability  of any Option at
any time in its discretion.

     6.   In the event a Director ceases to serve on the Board of Directors
of  the  Company  for  any  reason, the Options granted hereunder  must  be
exercised, to the extent otherwise  exercisable  at the time of termination
of  Board service, within one year from the date of  termination  of  Board
service.

     7.   An  Option  may  be  exercised,  in  whole  or in part, by giving
written notice to the Company, specifying the number of  shares  of  Common
Stock  to  be  purchased.   The exercise notice shall be accompanied by the
full purchase price for such  shares.  The option price shall be payable in
United States dollars and may be  paid  (a)  in cash; (b) by uncertified or
certified check; (c) by delivery of shares of  Common  Stock,  which shares
shall  be  valued  for this purpose at their Fair Market Value on the  date
such  option  is  exercised,   and,  unless  otherwise  determined  by  the
Committee, shall have been held by the Participant for at least six months;
(d) by simultaneously exercising  options  and selling the shares of Common
Stock acquired pursuant to a brokerage or similar arrangement and using the
proceeds from such sale as payment of the exercise  price;  or  (e) in such
other  manner as may be authorized from time to time by the Committee.   In
the case  of  delivery  of  an  uncertified  check upon exercise of a stock
option, no shares shall be issued until the check  has  been  paid in full.
Prior  to  the issuance of shares of Common Stock upon the exercise  of  an
Option, a Participant shall have no rights as a shareholder.

7.   Adjustment Provisions.

     In the  event  of  any  merger, consolidation or reorganization of the
Company  with  any  other  corporation  or  corporations,  there  shall  be
substituted for each of the  shares  of  Common  Stock  then subject to the
Plan, including shares subject to Options, the number and kind of shares of
stock  or  other  securities to which the holders of the shares  of  Common
Stock will be entitled  pursuant  to  the transaction.  In the event of any
recapitalization, stock dividend, stock  split,  combination  of  shares or
other change in the Common Stock, the number of shares of Common Stock then
subject to the Plan, including shares subject to Options, shall be adjusted
in proportion to the change in outstanding shares of Common Stock.   In the
event  of  any such adjustments, the purchase price of any Option shall  be
adjusted as  and to the extent appropriate, in the reasonable discretion of
the Committee, to provide Participants with the same relative rights before
and after such adjustment.

8.   Change of Control.

     1.   A Change of Control shall mean:

          (a)  the  acquisition  by any individual, entity or group (within
the meaning of Section 13(d)(3) or  14(d)(2) of the Securities Exchange Act
of 1934 (the "1934 Act")) of beneficial  ownership  (within  the meaning of
Rule  13d-3  promulgated  under  the  1934  Act)  of  more than 30% of  the
outstanding  shares  of  the  Common  Stock;  provided, however,  that  for
purposes  of  this  subsection (a), the following  acquisitions  shall  not
constitute a Change of Control:

               (i) any  acquisition  of  Common  Stock  directly  from  the
          Company,

               (ii) any acquisition of Common Stock by the Company,

               (iii)  any  acquisition  of  Common  Stock  by  any employee
          benefit  plan (or related trust) sponsored or maintained  by  the
          Company or any corporation controlled by the Company, or

               (iv)  any  acquisition  of  Common  Stock by any corporation
          pursuant to a transaction that complies with  clauses  (i),  (ii)
          and (iii) of subsection (c) of this Section 8.1; or

          (b)  individuals  who, as of the date the Plan was adopted by the
Board  of  Directors  (the "Approval  Date"),  constitute  the  Board  (the
"Incumbent Board") cease  for  any reason to constitute at least a majority
of the Board; provided, however,  that  any  individual becoming a director
subsequent to the Approval Date whose election,  or nomination for election
by  the  Company's  shareholders,  was approved by a vote  of  at  least  a
majority of the directors then comprising  the  Incumbent  Board  shall  be
considered  a  member  of  the  Incumbent  Board,  unless such individual's
initial assumption of office occurs as a result of an  actual or threatened
election contest with respect to the election or removal  of  directors  or
other  actual  or  threatened  solicitation of proxies or consents by or on
behalf of a person other than the Incumbent Board; or

          (c)  consummation of a  reorganization,  merger or consolidation,
or sale or other disposition of all or substantially  all  of the assets of
the  Company  (a  "Business Combination"), in each case, unless,  following
such Business Combination,

               (i) all or substantially all of the individuals and entities
          who were  the  beneficial  owners  of  the  Company's outstanding
          Common Stock and the Company's voting securities entitled to vote
          generally in the election of directors immediately  prior to such
          Business   Combination   have   direct   or  indirect  beneficial
          ownership, respectively, of more than 50% of the then outstanding
          shares of common stock, and more than 50%  of the combined voting
          power of the then outstanding voting securities  entitled to vote
          generally  in  the  election  of  directors,  of  the corporation
          resulting from such Business Combination (which, for  purposes of
          this paragraph (i) and paragraphs (ii) and (iii), shall include a
          corporation  which  as  a  result  of  such transaction owns  the
          Company  or  all  or  substantially all of the  Company's  assets
          either directly or through one or more subsidiaries), and

               (ii) except to the  extent that such ownership existed prior
          to the Business Combination, no person (excluding any corporation
          resulting from such Business  Combination or any employee benefit
          plan  or  related  trust  of  the  Company  or  such  corporation
          resulting  from  such  Business Combination)  beneficially  owns,
          directly or indirectly,  20%  or  more  of  the  then outstanding
          shares  of  common stock of the corporation resulting  from  such
          Business Combination  or 20% or more of the combined voting power
          of the then outstanding  voting  securities  of such corporation,
          and

               (iii) at least a majority of the members  of  the  board  of
          directors   of  the  corporation  resulting  from  such  Business
          Combination were  members  of  the Incumbent Board at the time of
          the execution of the initial agreement,  or  of the action of the
          Board, providing for such Business Combination; or

          (d)  approval by the shareholders of the Company  of  a  plan  of
complete liquidation or dissolution of the Company.

     2.d  Upon  a Change of Control, or immediately prior to the closing of
a transaction that  will  result in a Change of Control if consummated, all
outstanding Options granted pursuant to the Plan shall automatically become
fully exercisable.

9.   General Provisions.

     1.d  Nothing in the Plan or in any instrument executed pursuant to the
Plan will confer upon any Participant  any  right to continue as a Director
or  affect  the  right  of the Company to terminate  the  services  of  any
Participant.

     2.d  No shares of Common  Stock will be issued or transferred pursuant
to an Option unless and until all  then-applicable  requirements imposed by
federal and state securities and other laws, rules and  regulations  and by
any  regulatory  agencies  having  jurisdiction, and by any stock exchanges
upon which the Common Stock may be listed,  have  been  fully  met.   As  a
condition  precedent  to the issuance of shares pursuant to the exercise of
an Option, the Company  may  require the Participant to take any reasonable
action to meet such requirements.

     3.d  No Participant and no  beneficiary or other person claiming under
or through such Participant will have any right, title or interest in or to
any shares of Common Stock allocated  or reserved under the Plan or subject
to any Option except as to such shares  of  Common Stock, if any, that have
been issued or transferred to such Participant.

     4.d  Options granted under the Plan shall not be transferrable except:
(a) by will, (b) by the laws of descent or distribution;  (c) pursuant to a
domestic relations order, as defined in the Code, to family  members,  to a
family  partnership,  to  a  trust  for the benefit of family members or to
charitable institutions, if permitted  by  the Committee and so provided in
the Option agreement or an amendment thereto.   Any  attempt at assignment,
transfer, pledge, hypothecation or other disposition of  an Option, or levy
of attachment or similar process upon the Option not specifically permitted
herein, shall be null and void and without effect.

     5.d  Each Option shall be evidenced by a written instrument, including
terms  and  conditions  consistent  with  the  Plan,  as the Committee  may
determine.

10.  Amendment and Termination.

     1.d  The  Board  will  have  the power, in its discretion,  to  amend,
suspend or terminate the Plan at any time.

     2.d  No amendment, suspension or termination of the Plan will, without
the consent of the holder, alter, terminate, impair or adversely affect any
right or obligation under any Option previously granted under the Plan.

     3.d  Notwithstanding the provisions  of  Section 10.1, if required for
the availability of the exemption provided by Rule  16b-3  under  the  1934
Act,  the Board may not amend the provisions of Section 5 or the definition
of Director  in  Section  2  more than once every six months, other than to
comport  with  changes  in  the  Internal   Revenue  Code,  the  Employment
Retirement Income Security Act or the rules thereunder.

11.  Effective Date of Plan and Duration of Plan.

     This Plan shall become effective upon adoption  by  the Board, subject
to  approval  by  the holders of a majority of the shares of  Common  Stock
represented in person  or  by  proxy and entitled to vote on the subject at
the 1996 Annual Meeting of Shareholders of the Company.