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 March 29, 1997
                                                                           
Commission File Number 0-12923
                                                                           
                                                                           
                              Delchamps, Inc.
                 -----------------------------------------
                       (Exact name of registrant as
                         specified in its charter)
                                                                           
                                                                           
       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)
                                                                           
                                                                           
     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.  7,119,999
shares at April 7, 1997.


<PAGE>

                      DELCHAMPS, INC. AND SUBSIDIARY
                                                                           
                                   Index
                                                                           
                                                                           
                                                        Page No.
                                                        --------
                                                                           
Part 1.  Financial Information
                                                                           
     Item 1.  Financial Statements
                                                                           
          Condensed Balance Sheets -
              March 29, 1997 and June 29, 1996             1
                                                                           
          Condensed Statements of Earnings -
              Thirteen Weeks Ended March 29, 1997 
              and March 30, 1996                           2
              Thirty-nine Weeks Ended March 29, 1997 
              and March 30, 1996                           2
                                                                           
          Condensed Statements of Cash Flows -
              Thirteen Weeks Ended March 29, 1997 
              and March 30, 1996                           3
          Thirty-nine Weeks Ended March 29, 1997 
              and March 30, 1996                           3

          Notes to Condensed Financial Statements          4
                                                                           
     Item 2.  Management's Discussion and Analysis 
              of Financial Condition and Results of 
              Operations                                   5                 


Part II.  Other Information

     Item 1.  Legal Proceedings                            7

     Item 2.  Changes in Securities                        7

     Item 3.  Defaults upon Senior Securities              7

     Item 4.  Submission of Matters to a Vote of 
              Security Holders                             7
                                                                           
     Item 5.  Other Information                            7
                                                                           
     Item 6.  Exhibits and Reports on Form 8-K             8
                                                                           
     Signatures                                            9


<PAGE>
<TABLE>
<CAPTION>

Part I.   Financial Information            


                      DELCHAMPS, INC. AND SUBSIDIARY
                Condensed Balance Sheets - (In thousands)                                                               
                              (Unaudited)                                                             


                                          March 29, 1997      June 29, 1996*
                                        ______________________________________
                                         Amount  % Assets    Amount  % Assets       
                                         ______  ________    ______  ________
<S>                                     <C>        <C>       <C>      <C>
ASSETS                                                          
Current assets:                                                         
  Cash and cash equivalents             $  10,106    4.11     10,503     4.12     
  Trade accounts receivable                 6,705    2.73      8,422     3.30     
  Merchandise inventories                  88,481   36.00     90,797    35.58      
  Prepaid expenses                          2,371    0.96      1,376     0.54     
  Income taxes receivable                       -       -        764     0.30 
  Deferred income taxes                     5,785    2.35      3,878     1.52 
                                          _______  ______    _______   ______
          Total current assets            113,448   46.16    115,740    45.36 

Property and equipment:                                                 
  Land                                     13,744    5.59     15,210     5.96 
  Buildings and improvements               57,383   23.35     58,111    22.77 
  Fixtures and equipment                  228,088   92.81    221,090    86.64 
  Construction in progress                  5,384    2.19      9,771     3.83 
                                          _______  ______    _______   ______
                                          304,599  123.94    304,182   119.20 
  Less accumulated depreciation                                                         
      and amortization                   (174,381) (70.95)  (166,931)  (65.42)
                                          _______  ______    _______   ______
                                                        
          Net property and equipment      130,218   52.98    137,251    53.78 
                                                        
Other assets                                2,103    0.86      2,192     0.86 
                                          _______  ______    _______   ______
                                                                
Total assets                            $ 245,769  100.00  $ 255,183   100.00      
                                        ========= =======  =========  =======       

LIABILITIES AND STOCKHOLDERS' EQUITY                                                            
Current liabilities:                                                            
  Notes payable                         $  12,000    4.88     14,000     5.49     
  Current portion of obligations                                                                
      under capital leases                    749    0.30        749     0.29     
  Current portion of long-term debt         3,744    1.52      3,760     1.47     
  Current portion of restructure 
      obligation                            3,996    1.63      3,996     1.57     
  Accounts payable                         43,180   17.57     48,308    18.93      
  Accrued expenses                         26,151   10.64     22,860     8.96     
                                          _______  ______    _______   ______
         Total current liabilities         89,820   36.55     93,673    36.71      

Obligations under capital leases,                                                            
     excluding current portion              9,846    4.01     10,398     4.07     
Long-term debt, excluding current 
     portion                                8,036    3.27     10,839     4.25 
Restructure obligation, excluding 
     current portion                       12,388    5.04     15,668     6.14 
Deferred income taxes                       9,490    3.86      9,225     3.62 
Other liabilities                           2,305    0.94      2,455     0.96 
                                          _______  ______    _______   ______
          Total liabilities               131,885   53.66    142,258    55.75 

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 7,119,391 shares at 
      March 29, 1997 and 7,112,320 
      shares at June 29, 1996                  71    0.03         71     0.03 
  Additional paid-in capital               19,810    8.06     19,657     7.70 
  Retained earnings                        94,111   38.29     93,359    36.59 
                                          _______  ______    _______   ______
                                          113,992   46.38    113,087    44.32 
                                                        
Less:   Unamortized restricted 
        stock awards                         (108)  (0.04)      (162)   (0.07)
                                          _______  ______    _______   ______
          
          Total stockholders' equity      113,884   46.34    112,925    44.25 

Total liabilities and stockholders' 
  equity                                $ 245,769  100.00  $ 255,183   100.00 
                                        =========  ======  =========   ====== 


See accompanying notes to condensed financial statements.                                                       

*   Condensed from Balance Sheet included in the 1996 Annual Report.                                                    




</TABLE>

                                       1
<PAGE>                             
<TABLE>
<CAPTION>
                             
                             
                             DELCHAMPS, INC. AND SUBSIDIARY
     Condensed Statements of Earnings - (In thousands except per share amounts)
                                      (Unaudited)                             
                                                                                                
                                                                                                
                                                                                                
                                                                                                
                                                                                                
                                             Thirteen Weeks Ended                             Thirty-nine Weeks Ended 
                               ________________________________________________     __________________________________________
                                     03/29/97                    03/30/96                03/29/97               03/30/96        
                               ____________________        ____________________     ___________________    ___________________
                                Amount      % Sales        Amount       % Sales     Amount      % Sales    Amount      % Sales
                                ______      _______        ______       _______     ______      _______    ______      _______
<S>                           <C>           <C>           <C>           <C>        <C>          <C>       <C>          <C>  
Sales                         $ 273,753      100.00        280,225       100.00     836,054      100.00    841,967      100.00 
                                                                                                
Cost of sales                   204,571       74.73        214,331        76.49     636,388       76.12    647,991       76.96 
                                _______     _______       ________      _______    ________     _______   ________     _______

Gross profit                     69,182       25.27         65,894        23.51     199,666       23.88    193,976       23.04 
                                                                                                 
 Selling, general and                                                                                                 
     Administrative expenses     63,476       23.19         62,302        22.23     190,598       22.80    186,589       22.16 
                                _______     _______       ________      _______    ________     _______   ________     _______  
                                                                                                
Operating income                  5,706        2.08          3,592         1.28       9,068        1.08      7,387        0.88 
                                                                                               
 Interest expense, net            1,278        0.47          1,697         0.61       3,983        0.47      5,327        0.63 
                                _______     _______       ________      _______    ________     _______   ________     _______ 
                                                                                                
Earnings before income tax        4,428        1.62          1,895         0.68       5,085        0.61      2,060        0.24 
                                                                                                
Income tax expense                1,708        0.62            748         0.27       1,992        0.24        861        0.10 
                                _______     _______       ________      _______    ________     _______   ________     _______ 
                                                                                                
Net earnings                  $   2,720        0.99          1,147         0.41       3,093        0.37      1,199        0.14 
                                =======     =======       ========      =======    ========     =======   ========     =======
                                                                                                
                                                                                                
                                                                                                
                                                                                                
                                                                                                
Net earnings per common share $    0.38                       0.16                     0.43                   0.17    
                                =======                    =======                  =======                =======
Weighted average number of                                                                                              
   common shares                  7,117                      7,110                    7,114                  7,110    
                                =======                    =======                  =======                =======
                                                                                                
Dividends declared                                                                                              
   per common share           $    0.11                       0.11                     0.33                   0.33     
                                =======                    =======                  =======                =======
                                                                                   
                                                                                                
                                                                                                
See accompanying notes to condensed financial statements.        
                                                                                                
                                                                                                
                                                                                                
                                                                                                
                                                                                                
                                                                                                
</TABLE>
                                       
                                       2

<PAGE>
<TABLE>
<CAPTION>

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


                                                 Thirteen Weeks Ended  Thirty-nine Weeks Ended
                                                 ____________________  _______________________
                                                 03/29/97    03/30/96  03/29/97       03/29/96
                                                 ________    ________  ________       ________
<S>                                              <C>         <C>       <C>            <C>
Cash flows from operating activities:
  Net earnings                                    $2,720      1,147      3,093          1,199

Adjustments to reconcile net earnings to net 
     cash provided by operating activities:
  Depreciation and amortization                    5,272      4,971     15,439         14,864
  (Gain) loss on sale of property and equipment   (2,071)        46     (2,059)          (244)
  Loss reserve on closed stores                      (68)       (95)      (219)          (351)
  Restricted stock award compensation expense         18         20         54             87
  Restructure obligation payments                 (1,114)      (893)    (2,853)        (2,803)
  Non cash director compensation expense             153          -        153              -
  Decrease (increase) in merchandise inventories   2,371     (5,222)     2,316         (6,163)
  Increase (decrease) in accounts payable and 
  accrued expenses                                 5,063      5,548     (3,221)         3,026
  Decrease in income taxes receivable, net           510      3,625        764          4,297
  Other, net                                       1,577      1,111        622           (306)
                                                 _______     ______     ______         ______    
Net cash flows provided by operating activities   14,431     10,258     14,089         13,606

Cash flows from investing activities:
  Additions to property and equipment             (5,382)    (3,784)   (11,142)       (14,108)
  Proceeds from sale of property and equipment     4,080          2      4,378            508
                                                 _______     ______     ______         ______    

Net cash used in investing activities             (1,302)    (3,782)    (6,764)       (13,600)

Cash flows from financing activities:
  Payments on notes payable                      (15,000)    (2,000)    (2,000)             -
  Principal payments on obligations under 
    capital leases                                  (189)      (168)      (552)          (491)
  Principal payments on long-term debt              (939)      (939)    (2,819)        (2,819)
  Dividends paid                                    (787)      (782)    (2,351)        (2,346)
                                                 _______     ______     ______         ______    

Net cash used in financing activities            (16,915)    (3,889)    (7,722)        (5,656)

Net (decrease) increase in cash and cash 
  equivalents                                     (3,786)     2,587       (397)        (5,650)

Beginning of period cash and cash equivalents     13,892      7,669     10,503         15,906
                                                 _______     ______     ______         ______    

End of period cash and cash equivalents          $10,106     10,256     10,106         10,256
                                                 =======     ======     ======         ======
Supplemental Disclosures of Cash Flow Information:

Cash paid for:
  Interest expenses                               $1,367      1,730      4,179          5,482
                                                 =======     ======     ======         ======

  Income taxes                                    $1,336          7      2,443             51
                                                 =======     ======     ======         ======


See accompanying notes to condensed financial statements.


</TABLE>
                                       3

<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.  All such adjustments are of a
     normal recurring nature.  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 1996
     Annual Report.

          The balance sheet at June 29, 1996
     has been taken from the audited financial
     statements at that date.

(B)  Reclassifications

          Certain reclassifications have been
     made in the prior year's financial
     statements to conform to classifications
     used in the current year.



                                       4

<PAGE>


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


RESULTS OF OPERATIONS

Sales:

     Sales decreased 2.31% for the thirteen-week period
and decreased 0.70% for the thirty-nine week period,
compared with corresponding periods last year.  Sales for
stores open during the current and prior year periods
decreased 3.48% for the thirteen-week period and
decreased 2.21% for the thirty-nine week period.
     The decreases in sales for both periods resulted
from increased levels of promotional activity by
competitors and an increase in the number of store
openings by competitors.  In addition, sales levels from
last year's periods were high because the Company
introduced a promotional program which included
reductions of retail prices on thousands of items (which
resulted in same store sales increases of 10.17% and
7.92% for last year's thirteen and thirty-nine week
periods, respectively, compared with corresponding
periods in the prior year.)  The decrease in sales volume
was partially offset by selective retail price increases.
     At March 29, 1997, the Company operated 118
supermarkets and ten liquor stores compared with 117
supermarkets and ten liquor stores at March 30, 1996.
During the thirteen-week period, the Company remodeled
one supermarket and closed one supermarket.  During the
thirty-nine week period, the Company opened two
supermarkets, remodeled two supermarkets, and closed one
supermarket.

Gross Profit:

     Gross profit as a percentage of sales increased from
23.51% to 25.27% for the thirteen-week period and
increased from 23.04% to 23.88% for the thirty-nine week
period.  The increases for both periods were primarily
due to increased levels of buying allowances from vendors
which resulted in a lower cost of merchandise
inventories.

Selling, General and Administration Expenses:

     Selling, general and administrative ("SG & A")
expenses increased $1.174 million for the thirteen-week
period and increased $4.009 million for the thirty-nine
week period.  Both periods include a $4.300 million
charge for the settlement of a lawsuit (which is further
discussed under the caption Legal Proceedings on page 7)
and a $2.080 million gain from the sale of real property
(a former warehouse in Mobile, Alabama and land near
Birmingham, Alabama.)  Excluding the legal settlement and
gain on sale of real property, SG & A expenses decreased
$1.046 million for the thirteen-week period and increased
$1.789 million for the thirty-nine week period.  The
thirty-nine week period also included 1) acquisition
expenses (for possible acquisitions of supermarkets by
the Company), 2) increased legal fees (which resulted
from defense of lawsuits and a union organization attempt
at the Company's distribution facility), and 3) increased
advertising costs (which resulted from the introduction
of a new beef program and a new advertising program
featuring price comparisons with competitors.)  The
Company has continued implementing cost reductions in all
other areas of the business.  Specifically, labor costs,
bag costs, and store supply costs all decreased as
compared to last year's periods.
     SG & A as a percentage of sales increased from
22.23% to 23.19% for the thirteen-week period and
increased from 22.16% to 22.80% for the thirty-nine week
period.   Excluding the legal settlement and gain from
sale of real property, SG & A as a percentage of sales
increased from 22.23% to 22.38% for the thirteen-week
period and increased from 22.16% to 22.53% for the thirty-
nine week period.  The increases for both periods were
the result of decreased sales in the current year's
periods.

                                       5

<PAGE>
    
    Management's Discussion And Analysis Of Financial
           Condition and Results of Operations





Interest Expense, Net:

     Interest expense, net decreased by $.42 million in
the thirteen-week period and by $1.34 million in the
thirty-nine week period.  The decreases for both periods
were the result of lower levels of indebtedness under the
Company's revolving credit line and lower levels of long-
term indebtedness.

Income Taxes:

     The effective rate for income taxes decreased from
39.47% to 38.57% for the thirteen-week period and
decreased from 41.80% to 39.17% for the thirty-nine week
period.  The effective rates in the current year's
periods approximate the federal and state statutory
rates.

Net Earnings:

     Net earnings for the thirteen-week period ended
March 29, 1997 were $2,720,000, or $.38 per share, up
from $1,147,000, or $.16 per share, for the prior year
period.  Excluding the effects of the settlement and sale
of real property, net earnings for the thirteen-week
period were approximately $4,090,000, or $.57 per share.
For the thirty-nine week period ended March 29, 1997, net
earnings were $3,093,000, or $.43 per share, up from
$1,199,000, or $.17 per share, for the prior year period.
Excluding the effects of the settlement and sale of real
estate in the third quarter, net earnings for the thirty-
nine week period were approximately $4,463,000, or $.63
per share.


LIQUIDITY AND CAPITAL RESOURCES

     Cash flows generated by operating activities were
$14.431 million for the thirteen-week period and $14.089
million for the thirty-nine week period.  Last year's
corresponding amounts were $10.258 million and $13.606
million for the thirteen and thirty-nine 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 borrow up to $75
million under the revolving loan of which, as of March
29, 1997, $63 million was available for future use.  The
revolving loan expires in June, 1998.
     Cash used in investing activities was $1.302 million
and $6.764 million for the current thirteen and thirty-
nine week periods, respectively.  Corresponding amounts
from last year's periods were $3.782 million and $13.600
million for the thirteen and thirty-nine week periods,
respectively.  Cash used in investing activities
decreased because of proceeds received from the sale of
real property (the Company's former warehouse in Mobile,
Alabama and land near Birmingham, Alabama).
     Cash used in financing activities was $16.915
million and $7.722 million for the current thirteen and
thirty-nine week periods, respectively.  Corresponding
amounts from last year's periods were $3.889 million and
$5.656 million, respectively.  The changes in financing
activities were due to increased debt payments (as
compared to last year's periods) under the Company's
short-term borrowing facilities.  At the end of the
quarter ended March 29, 1997, the Company was in
compliance with all financial covenants under the
revolving loan agreement and its long-term debt
agreement.
     
                                       6

<PAGE>


PART II.   OTHER INFORMATION


Item 1.  Legal Proceedings

In March, 1997, the Company settled five related
lawsuits, each of which involved multiple plaintiffs
alleging racially discriminatory practices in promoting
and termination.  The lead case styled Amanda Williams
and Kenneth O. McLaughlin, on Behalf of Themselves and
all Other Similarly Situated v. Delchamps was filed in
August 1995 in the United States District Court for the
Southern District of Alabama.  The lead case sought
certification of a class, but class certification was
denied by the Federal District Court.  The settlement
requires the Company to pay $4.3 million and to continue
reviewing its existing employment practices with the
assistance of independent consultants.  The settlement
agreement includes no admission of wrongdoing by the
Company.

The allegations in the cases discussed above are similar
to certain allegations in a case styled Tracie Kennedy v.
Delchamps, Inc., which was filed in January 1996 in the
United States District Court for the Southern District of
Alabama.  The case alleges both race and gender
discrimination and also sought certification of a class.
In early May 1997, the Federal District Court denied
certification of the class.  The Company believes that it
has meritorious defenses to the claims involved in this
case and plans to defend the case vigorously.

In addition, the Company is a party to various legal and
taxing authority proceedings incidental to its business.
In the opinion of management, the ultimate liability with
respect to these actions will not materially affect the
financial position or results of operations of the
Company.


Item 2.    Changes in Securities    -    None


Item 3.    Defaults upon Senior Securities    -    None


Item 4.    Submission of Matters to a Vote of Security Holders    -    None

                                                         
Item 5.    Other Information    -    None



                                       7

<PAGE>


Item  6.   Exhibits and Reports on Form 8-K

(a)  The exhibits listed below and marked with
an asterisk are filed herewith and are listed
in the attached exhibit Index; the other
exhibits are incorporated herein by reference
to the document indicated.

3.1  Composite of the Company's Amended and
Restated Articles of Incorporation, as of
November 11, 1996 (Exhibit 3.1 to the
Company's Form 10-Q for the 13-Week Period
ended September 28, 1996)

3.2  Composite of the Company's By-laws, as of
November 11, 1996 (Exhibit 3.2 to the
Company's Form 10-Q for the 13 Week Period
ended September 28, 1996)

4    Specimen of Common Stock Certificate
(Exhibit 4(a) to the Company's Form 10-K for
the fiscal year ended June 30, 1990)

10   Employment Agreement dated as of January
1, 1997 between the Company and David W.
Morrow*

27   Financial Data Schedule*

(b)  No reports on Form 8-K have been filed by
the Company during the quarter for which this
report is being filed.


                                       8



<PAGE>
                                
                                
                                
                           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:  May 12, 1997                     /s/ David W. Morrow
                                        _________________________
                                        David W. Morrow, Chairman
                                        of the Board and Chief
                                        Executive Officer


Date:  May 12, 1997                     /s/ Richard W. LaTrace
                                        _________________________
                                        Richard W. La Trace,
                                        President
                                
                                

Date:  May 12, 1997                     /s/ Timothy E. Kullman
                                        _________________________
                                        Timothy E. Kullman,
                                        Senior Vice President, 
                                        Chief Financial Officer,
                                        Treasurer and Secretary

                                
                                
                                


                                       9



<PAGE>



                            
                         EXHIBIT INDEX


                                                             Sequentially
Exhibit                                                        Numbered
Number              Description                                  Page

10             Employment Agreement dated as of January           11
               1, 1997 between the Company and David
               W. Morrow



27             Financial Data Schedule                            15




                                       10

<PAGE>

                        EMPLOYMENT AGREEMENT


     THIS AGREEMENT (the "Agreement") dated as of January 1,
1997 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, 1997 and  shall
end  at  the  close of business on December  31,  1997  (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)   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.   In  addition, if the  Company  pays  bonuses
     under  the Company's annual incentive program  for  the
     Company's fiscal year ending June 29, 1998, Mr.  Morrow
     shall  be  entitled to receive the bonus for  which  he
     would  be eligible, regardless of whether or not he  is
     employed  by  the Company as of the end of such  fiscal
     year;  provided,  however,  that  his  bonus  shall  be
     prorated  for the whole number of months in the  fiscal
     year  during which he was employed by the Company;  and
     provided further, that he shall not be entitled to such
     bonus if his employment has been terminated due to  his
     death  or  by  the Company for any of the  reasons  set
     forth in Section 5(b).

                                       11

<PAGE>

               (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  plan,
     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)  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
earlier  of  the  expiration of  the  Employment  Term,  Mr.
Morrow's death or a Change of Control of the Company as that
term  is defined in that certain Change of Control Agreement
dated December 13, 1995 between Mr. Morrow and the Company.

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

                                       12


<PAGE>

               (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 hereunder 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, 1997.

     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
                 Olympic Towers Condominiums
                 Apartment 5A
                 Rodrigues Serra Number 1
                 Condado, Puerto Rico  00907


                                       13

<PAGE>

  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 Directors



                                    ___________________________________ 
                                            David W. Morrow



                                       14