Exhibit 10


[Delchamps has entered into the following Indemnity Agreement with each of
                              its directors.]

                       INDEMNITY AGREEMENT


     This Agreement is made as of the _____ day of _________________, 1996,
by and between DELCHAMPS, INC., an Alabama corporation (the "Corporation"),
and   [Name of Director]   ("Indemnitee").

     WHEREAS,  Division  E of Article 8 of the Alabama Business Corporation
Law (the "ABCL"), which sets  forth  certain  provisions  relating  to  the
indemnification of the directors of an Alabama corporation, is specifically
not exclusive of any indemnification or advance of expenses contained in  a
corporation's   articles  of  incorporation,  bylaws,  a  resolution  of  a
corporation's shareholders or directors, or in a contract or otherwise; and

     WHEREAS, the  Corporation desires to have Indemnitee serve or continue
to serve as a director of the Corporation.

     NOW, THEREFORE,  in  consideration  of  Indemnitee's service after the
date hereof, the Corporation and Indemnitee do hereby agree as follows:

     1.   Agreement to Serve.  Indemnitee shall  serve or continue to serve
as a director (and, if applicable, an officer) of  the Corporation and as a
director, officer, partner, trustee, employee, agent  or  fiduciary  of any
other corporation, partnership, joint venture, trust, employee benefit plan
or other for profit or not for profit enterprise of which he is serving  at
the  request  of  the  Corporation while a director of the Corporation, and
agrees to serve in such  capacities  for  so  long as he is duly elected or
appointed  and  qualified  or until such earlier time  as  he  tenders  his
resignation in writing.

     2.   Definitions.  As used in this Agreement:

          (a)  The term "Claim"  shall  mean  any  threatened,  pending  or
completed  claim,  action,  suit  or proceeding, including appeals, whether
civil, criminal, administrative or  investigative  and  whether  formal  or
informal  and  whether  made  judicially or extra-judicially, including any
action by or in the right of the  Corporation  or  any  separate  issue  or
matter therein, as the context requires.

          (b)  The  term "Determining Body" shall mean, and the Determining
Body shall act, as follows:   (i)  those  members of the Board of Directors
not at the time parties to the Claim ("Impartial  Directors"),  by majority
vote,  if there is a sufficient number of Impartial Directors to constitute
a quorum  of  the  Board  of Directors, or (ii) if there is an insufficient
number of Impartial Directors  to  establish  a  quorum  of  the  Board  of
Directors,  a committee duly designated by the Board of Directors (in which
designation directors  who  are  not  Impartial  Directors may participate)
consisting solely of two or more Impartial Directors,  by  majority vote of
such  committee, or (iii) special legal counsel, which may be  the  regular
outside  counsel of the Corporation, selected by the Impartial Directors as
provided in  clause (i) or the committee as provided in clause (ii) or if a
quorum of the  Board of Directors cannot be obtained under clause (i) and a
committee cannot be designated under clause (ii), selected by majority vote
of the full Board  of  Directors  (in which selection directors who are not
Impartial Directors may participate),  or  (iv)  the  shareholders  of  the
Corporation;  provided  that, shares owned by or voted under the control of
directors  who  are  not Impartial  Directors  may  not  be  voted  on  the
determination; and provided  further that, a majority of shares entitled to
vote on the determination by virtue  of  not  being owned by or voted under
the control of a director who is not an Impartial Director shall constitute
a quorum for the purpose of making the determination.

          (c)  The  term  "Expenses" shall mean the  obligation  to  pay  a
judgment, settlement, penalty,  fine (including an excise tax assessed with
respect to an employee benefit plan),  and  reasonable  expenses, including
counsel fees, incurred with respect to a Claim.

     3.   Limitation of Liability. To the fullest extent  permitted  by the
Articles of Incorporation and By-laws of the Corporation (each as in effect
on  the  date  hereof),  Indemnitee  shall  not be liable for breach of his
fiduciary duty as a director.  If and to the  extent  such  provisions  are
amended to permit further limitations of liability, Indemnitee shall not be
liable for any breach of his fiduciary duty to the fullest extent permitted
by any such amendment.

     4.   Maintenance  of  Insurance.  (a)  The  Corporation represents and
warrants that it presently maintains in force and  effect  a  directors and
officers insurance policy, and Indemnitee represents and warrants  that  he
has  been furnished with a copy thereof.  Subject only to the provisions of
Section  4(b)  hereof,  the  Corporation  hereby  agrees  that,  so long as
Indemnitee shall continue to serve in any capacity referred to in Section 1
hereof  and  thereafter  so  long  as  Indemnitee  shall  be subject to any
possible Claim, the Corporation shall use its commercially  reasonable best
efforts  to  purchase and maintain in effect for the benefit of  Indemnitee
one or more valid  and  enforceable  policies  of  directors  and  officers
liability insurance providing, in all material respects, coverage at  least
comparable to that currently provided pursuant to the insurance policy.

     (b)  The  Corporation  shall  not be required to purchase and maintain
the insurance policy or any comparable  policy  if  directors  and officers
liability  insurance  is  not reasonably available or if, in the reasonable
business judgment of the then  Board of Directors of the Corporation, there
is insufficient benefit to the Corporation  from  continuing  to carry such
insurance.

     5.   Indemnity.

          (a)  Except  with  respect  to  a  Claim  commenced by Indemnitee
against the Corporation or by Indemnitee as a derivative  action  by  or in
the   name  of  the  Corporation  that  has  not  been  authorized  by  the
Corporation,  unless  prohibited  by  law,  the Corporation shall indemnify
Indemnitee  against  any  Expenses  actually  and  reasonably  incurred  by
Indemnitee in connection with a Claim if Indemnitee  is or is threatened to
be  made  a  defendant or respondent in connection with the  Claim  because
Indemnitee is or was a director or officer of the Corporation or is or was,
while a director  of  the Corporation, serving at the Corporation's request
as a director, officer,  partner,  trustee, employee, agent or fiduciary of
another corporation, partnership, joint  venture,  trust,  employee benefit
plan or other for profit or not for profit enterprise (whether  such  Claim
relates to service by Indemnitee in such positions before or after the date
of  this  Agreement), under the following circumstances:  (i) if Indemnitee
is successful,  on the merits or otherwise, in the defense of any Claim, or
of  any  claim,  issue   or   matter   in   connection   with   such  Claim
(notwithstanding  that  Indemnitee  was not successful on any other  claim,
issue  or  matter  in  connection  with  such  Claim);  provided,  that  if
Indemnitee is successful on the merits or  otherwise  in the defense of any
claim,  issue  or  matter in connection with a Claim, such  indemnification
shall relate only to Expenses incurred in connection with such claim, issue
or matter; or (ii) the  Indemnitee is found by the Determining Body to have
met the Standard of Conduct  (as  hereinafter  defined);  provided  that no
indemnification  shall  be  made  in  respect  of  any  Claim  as  to which
Indemnitee shall have been adjudicated in a final judgment to be liable for
willful,  intentional  and deliberate infliction of harm on the Corporation
or the shareholders or to  have  obtained  an  improper  personal financial
benefit, unless, and only to the extent that, a court shall  determine upon
application by Indemnitee that Indemnitee is entitled to indemnity for such
Expenses.   The Corporation shall pay or reimburse expenses incurred  by  a
director in connection  with  the  directors's  appearance  as a witness in
connection  with  a Claim at a time when the director has not been  made  a
defendant or respondent to the Claim.

          (b)  For purposes of this Agreement, the "Standard of Conduct" is
met if Indemnitee (i) conducted himself in good faith, and (ii) in the case
of  conduct  in  Indemnitee's   official  capacity  with  the  Corporation,
reasonably  believed  his  conduct  was   in  the  best  interests  of  the
Corporation or, in all other cases, reasonably  believed his conduct was at
least not opposed to the best interests of the Corporation,  and  (iii)  in
the case of a Claim that is a criminal action or proceeding, Indemnitee had
no  reasonable  cause  to  believe that his conduct was unlawful. "Official
capacity" means the office of  director  or  officer of the Corporation and
does  not  include service for any other corporation  or  any  partnership,
joint venture,  trust,  employee  benefit plan or other enterprise.  In the
case of a Claim that concerns the conduct  of the Indemnitee as a fiduciary
to  an  employee  benefit  plan,  the "Standard of  Conduct"  is  met  when
Indemnitee's conduct with respect to  the  plan is for a purpose Indemnitee
reasonably  believed  to be in the interests of  the  participants  in  and
beneficiaries of such employee  benefit plan.  The termination of any Claim
by  judgment,  order,  settlement, conviction,  or  upon  a  plea  of  nolo
contendere or its equivalent,  shall  not be, of itself, determinative that
Indemnitee did not meet the Standard of Conduct.

          (c)  Promptly upon becoming aware  of  the existence of any Claim
as to which the Indemnitee may be indemnified for  Expenses and as to which
Indemnitee desires to obtain indemnification, Indemnitee  shall  so  notify
the Chief Executive Officer of the Corporation, but the failure to promptly
notify  the  Chief Executive Officer shall not relieve the Corporation from
any obligation  under  this  Agreement,  except and to the extent that such
failure has materially and irrevocably harmed  the Corporation's ability to
defend against such Claim pursuant to Section 5(f) of this Agreement.  Upon
receipt of such request, the Chief Executive Officer  shall promptly advise
the  Board  of  Directors  of the request and that the establishment  of  a
Determining Body with respect  thereto will be a matter to be considered at
the next regularly scheduled meeting  of  the  Board.   If a meeting of the
Board of Directors is not regularly scheduled within 120  calendar  days of
the  date  the  Chief  Executive  Officer receives notice of the Claim, the
Chief Executive Officer shall cause  a  special  meeting  of  the  Board of
Directors to be called within such period in accordance with the provisions
of  the  Corporation's  By-laws.   After  the  Determining  Body  has  been
established,  the  Determining  Body  shall  inform  the  Indemnitee of the
constitution  of  the  Determining Body, and Indemnitee shall  provide  the
Determining Body with all  facts  relevant  to  the  Claim  known  to  such
Indemnitee  and  deliver  to the Determining Body all documents relevant to
the  Claim in Indemnitee's possession.   Before  the  60th  day  after  its
receipt from the Indemnitee of such information (the "Determination Date"),
the Determining  Body shall determine whether or not Indemnitee has met the
Standard of Conduct  and  shall  advise  Indemnitee  of  its determination.
Prior  to  the  Determination  Date,  Indemnitee  shall  also provide  such
additional information as the Determining Body may reasonably  request (the
receipt of which shall not begin a new 60-day period).  If Indemnitee shall
have supplied the Determining Body with all relevant information, including
all  additional  information reasonably requested by the Determining  Body,
any failure of the  Determining  Body  to make a determination by or on the
Determination Date as to whether the Standard  of  Conduct was met shall be
deemed  to  be  a  determination that the Standard of Conduct  was  met  by
Indemnitee.

          (d)  If at  any  time  during  the  60-day  period  ending on the
Determination  Date,  Indemnitee  becomes  aware  of any relevant facts  or
documents  not  theretofore  provided  by  him  to  the  Determining  Body,
Indemnitee  shall  promptly  inform the Determining Body of such  facts  or
documents, unless the Determining Body has obtained such facts or documents
from another source.  The provision  of  such  facts  or  documents  to the
Determining Body shall not begin a new 60 day period.

          (e)  The  Determining  Body  shall  have  no  power  to  revoke a
determination  that  Indemnitee  met  the  Standard  of  Conduct  unless it
concludes that Indemnitee (i) has submitted fraudulent information  to  the
Determining  Body  or  (ii)  has  failed  to  comply with the provisions of
Sections 5(c) or 5(d) hereof.

          (f)  In  the case of any Claim not involving  any  threatened  or
pending criminal proceeding,

               (i)  if prior to the Determination Date the Determining Body
has affirmatively made a determination that the Indemnitee met the Standard
of Conduct (not including  a  determination  deemed  to  have  been made by
inaction),  the  Corporation  may,  except  as  otherwise  provided  below,
individually  or  jointly  with  any  other  indemnifying  party  similarly
notified,  assume  the defense thereof with counsel reasonably satisfactory
to the Indemnitee.  If the Corporation assumes the defense of the Claim, it
shall notify Indemnitee  of  such action and keep Indemnitee informed as to
the progress of such defense,  including  any proposed settlements, so that
Indemnitee  may  make an informed decision as  to  the  need  for  separate
counsel.   After notice  from  the  Corporation  that  the  Corporation  is
assuming the  defense  of  the Claim, the Corporation will not be liable to
Indemnitee  under  this  Agreement   for   any   legal  fees  and  expenses
subsequently incurred by Indemnitee in connection  with  the  defense other
than as provided below.  Indemnitee shall have the right to employ  its own
counsel  in  such action, suit or proceeding, but the fees and expenses  of
such counsel incurred  after  such  notice  from  the  Corporation  of  its
assumption  of the defense shall be at the expense of Indemnitee unless (A)
the employment  of  counsel  by  Indemnitee  has  been  authorized  by  the
Determining Body, (B) Indemnitee shall have concluded reasonably that there
may be a conflict of interest between the Corporation and Indemnitee in the
conduct  of  the defense of such action or (C) the Corporation shall not in
fact have employed counsel to assume the defense of such action, in each of
which cases the fees and expenses of counsel shall be at the expense of the
Corporation.   The  Corporation shall not be entitled to assume the defense
of any action, suit or  proceeding  brought  by  or  in  the  right  of the
Corporation  or  as  to  which  Indemnitee  shall  have made the conclusion
provided for in (B) above; and

               (ii) the Corporation shall fairly consider  any proposals by
Indemnitee  for  settlement  of the Claim.  If the Corporation  proposes  a
settlement of the Claim and such  settlement  is  acceptable  to the person
asserting  the Claim, or the Corporation believes a settlement proposed  by
the  person asserting  the  Claim  should  be  accepted,  it  shall  inform
Indemnitee  of  the  terms  of  such  proposed  settlement  and shall fix a
reasonable date by which Indemnitee shall respond.  If Indemnitee agrees to
such terms, he shall execute such documents as shall be necessary  to  make
final  the  settlement.   If  Indemnitee  does  not  agree with such terms,
Indemnitee  may  proceed  with the defense of the Claim in  any  manner  he
chooses, provided that if Indemnitee  is  not  successful  on the merits or
otherwise, the Corporation's obligation to indemnify such Indemnitee  as to
any  Expenses  incurred  following his disagreement shall be limited to the
lesser  of (A) the total Expenses  incurred  by  Indemnitee  following  his
decision  not  to  agree to such proposed settlement or (B) the amount that
the Corporation would  have  paid  pursuant  to  the  terms of the proposed
settlement.   If,  however,  the  proposed  settlement  would  impose  upon
Indemnitee  any  requirement  to  act  or  refrain from acting  that  would
materially interfere with the conduct of Indemnitee's  affairs,  Indemnitee
may refuse such settlement and continue his defense of the Claim,  if he so
desires,  at  the  Corporation's  expense  in accordance with the terms and
conditions of this Agreement without regard  to  the limitations imposed by
the immediately preceding sentence.  In any event,  the  Corporation  shall
not  be  obligated  to  indemnify  Indemnitee  for  any  amount  paid  in a
settlement that the Corporation has not approved.

          (g)  In the case of any Claim involving a proposed, threatened or
pending  criminal  proceeding,  Indemnitee shall be entitled to conduct the
defense of the Claim with counsel  of  his choice and to make all decisions
with respect thereto; provided that the Corporation shall not be obliged to
indemnify Indemnitee for any amount paid  in  settlement  of  such  a Claim
unless the Corporation has approved such settlement.

          (h)  After notifying the Corporation of the existence of a Claim,
Indemnitee  may  from  time  to  time  request  the  Corporation to pay the
Expenses  (other  than  judgments,  fines,  penalties  or amounts  paid  in
settlement) that he incurs in pursuing a defense of the  Claim prior to the
time that the Determining Body determines whether the Standard  of  Conduct
has been met.  The Corporation shall pay to Indemnitee the amount requested
(regardless of Indemnitee's apparent ability to repay such amount) upon (i)
receipt  from  the  Indemnitee of a written affirmation of the Indemnitee's
good faith belief that  he has met the Standard of Conduct, (ii) receipt of
a written undertaking by or on behalf of Indemnitee to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified
by the Corporation under the circumstances and (iii) a determination by the
Determining Body that the  facts  then known to the Determining Body do not
preclude indemnification and that the  Expenses  are  reasonable; provided,
that  if the Determining Body is special legal counsel,  the  determination
shall be made by those entitled to select such counsel.

          (i)  After  it  has  been determined that the Standard of Conduct
has been met, for so long as and  to  the  extent  that  the Corporation is
required  to indemnify Indemnitee under this Agreement, the  provisions  of
Section 5(h)  shall  continue  to  apply  with respect to Expenses incurred
after such time except that the Corporation  shall  pay  to  Indemnitee the
amount of any settlements, fines, penalties or judgments against  him which
have  become  final  and  for  which  he  is  entitled  to  indemnification
hereunder, and any amount of indemnification ordered to be paid to him by a
court.

          (j)  Any  determination  by  the  Corporation  with  respect   to
settlement of a Claim shall be made by the Determining Body.

          (k)  All  determinations  and  judgments  made by the Determining
Body hereunder shall be made in good faith.


     6.   Enforcement.

          (a)  The rights provided by this Agreement  shall  be enforceable
by Indemnitee in any court of competent jurisdiction.

          (b)  If  Indemnitee seeks a judicial adjudication of  his  rights
under, or to recover  damages  for  breach  of,  this Agreement, Indemnitee
shall be entitled to recover from the Corporation, and shall be indemnified
by  the Corporation against, any and all Expenses actually  and  reasonably
incurred by him in connection with such proceeding, but only if he prevails
therein.   If it shall be determined that Indemnitee is entitled to receive
part but not  all  of  the  relief  sought,  then  the  Indemnitee shall be
entitled  to be reimbursed for all Expenses incurred by him  in  connection
with such judicial  adjudication if the amount to which he is determined to
be entitled exceeds 50%  of  the  amount  of  his  claim.   Otherwise,  the
Expenses   incurred   by   Indemnitee  in  connection  with  such  judicial
adjudication shall be appropriately prorated.

          (c)  In any judicial  proceeding described in this Section 6, the
Corporation  shall  bear the burden  of  proving  that  Indemnitee  is  not
entitled to the relief sought.

     7.   Saving Clause.   If any provision of this Agreement is determined
by a court having jurisdiction  over the matter to violate or conflict with
applicable law, the court shall be  empowered  to  modify  or  reform  such
provision  so  that,  as  modified or reformed, such provision provides the
maximum indemnification permitted by law and such provision, as so modified
or  reformed, and the balance  of  this  Agreement,  shall  be  applied  in
accordance  with  their  terms.   Without  limiting  the  generality of the
foregoing,  if  any portion of this Agreement shall be invalidated  on  any
ground, the Corporation shall nevertheless indemnify Indemnitee to the full
extent permitted by any applicable portion of this Agreement that shall not
have been invalidated  and to the full extent permitted by law with respect
to that portion that has been invalidated.

     8.   Non-Exclusivity;  Full  Protection.  (a)  The indemnification and
advancement of Expenses provided by or granted pursuant  to  this Agreement
shall not be deemed exclusive of any other rights to which Indemnitee is or
may  become entitled under any statute, articles of incorporation,  by-law,
authorization  of  stockholders  or  directors,  agreement,  or  otherwise;
provided,  however,  that Indemnitee shall not be entitled to any duplicate
reimbursement  of  Expenses   through   this  Agreement,  other  rights  of
indemnification, insurance or otherwise.

          (b)  It is the intent  of  the  Corporation  by this Agreement to
indemnify and hold harmless Indemnitee to the fullest extent  permitted  by
law,  as  in  effect  on  the  date  hereof  or  as  subsequently modified,
notwithstanding that the other terms of this Agreement  would  provide  for
lesser indemnification.

     9.   Confidentiality.   The  Corporation  and  Indemnitee  shall  keep
confidential to the extent permitted by law and their fiduciary obligations
all information and determinations  provided  pursuant to or arising out of
the operations of this Agreement and the Corporation  and  Indemnitee shall
instruct its or his agents and employees to do likewise.

     10.  Counterparts.   This Agreement may be executed in any  number  of
counterparts, each of which shall constitute the original.

     11.  Applicable  Law.    This  Agreement  shall  be  governed  by  and
construed in accordance with the substantive laws of the State of Alabama.

     12.  Successors and Assigns.   This  Agreement  shall  be binding upon
Indemnitee and upon the Corporation, its successors and assigns,  and shall
inure  to  the benefit of the Indemnitee's heirs, personal representatives,
and assigns  and  to  the  benefit  of  the Corporation, its successors and
assigns.

     13.  Amendment.    No   amendment,   modification,    termination   or
cancellation  of this Agreement shall be effective unless made  in  writing
signed by the Corporation  and  Indemnitee.  Notwithstanding any amendment,
modification, termination or cancellation  of this Agreement or any portion
hereof, Indemnitee shall be entitled to indemnification  in accordance with
the provisions hereof with respect to any acts or omissions  of  Indemnitee
which   occur   prior  to  such  amendment,  modification,  termination  or
cancellation.

     IN WITNESS WHEREOF,  the  parties hereto have caused this Agreement to
be duly executed and signed as of the date and year first above written.


                              DELCHAMPS, INC.


                              By: ______________________________
                                   Name:
                                   Title:


                              INDEMNITEE

                              
                              __________________________________
                              Name: