SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-K/A

                               AMENDMENT NO. 1

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 28, 1997

Commission File Number 0-12923
                               Delchamps, Inc.
                           _______________________
                         (Exact name of registrant as
                          specified in its charter)

   Alabama                                           63-0245434
__________________________                     ________________________
(State of other jurisdiction of                   (I.R.S. Employer
 incorporation of organization)                Identification Number)

305 Delchamps Drive  Mobile, AL                          36602
__________________________                     _________________________
(Address of Principal executive                        (Zip Code)
          offices)

   (334) 433-0431
____________________________
(Registrants telephone number
 including area code)

   Securities  registered  pursuant to Section 12(g) of the Act:  Common
Stock, $.01 par value.

   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 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 ____

  X      Indicate  by  check  mark if disclosure  of  delinquent  filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of  registrant's  knowledge, in definitive
proxy or information statements incorporated by reference in part III of
this Form 10-K or any amendment to this Form 10-K.

   The aggregate market value of the voting stock held by non-affiliates
(affiliates being directors, executive officers and holders of more than
5%  of the Company's common stock) of the Registrant  at  September  12,
1997 was approximately $126,000,000.

   The number of shares of Registrant's common stock, par value one cent
($.01) per share, outstanding at September 12, 1997, was 7,200,043.




   Delchamps,  Inc.  (the  "Company")  hereby amends and supplements the
following items of its Annual Report on  Form  10-K  for  the year ended
June 28, 1997, to read in their entirety as follows:


                                   PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports and Form

      (a)   Documents filed as part of this report:

      (3)   Exhibits

            The  exhibits listed below and marked with an asterisk  have
            been filed previously; unmarked documents are filed herewith
            and are  listed  in  the  attached  Exhibit Index; the other
            exhibits  are  incorporated  herein  by reference  from  the
            document indicated.

      (b)   Reports on Form 8-K - There were no reports filed on Form 8-
K during the quarter ended June 28, 1997.

Exhibit No.

      2    Agreement and Plan of Merger dated as of  July  8, 1997 by
           and among the Company, Parent and Sub (Exhibit (2)  to the
           Company's Form 8-K, dated July 8, 1997).

      3(a)  Composite  of Amended and Restated Articles of Incorporation
            of the Company
            (Exhibit 3.1  to  the  Company's  Form  10-Q for the quarter
            ended September 28, 1996).

      3(b)  Composite  of  the  Company's By-Laws (Exhibit  3.2  to  the
            Company's Form 10-Q for  the  quarter  ended  September  28,
            1996).

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

      10(a) Membership and Licensing  Agreement  dated  August  1,  1973
            between  Topco  Associates,  Inc.  and  Delchamps,  Inc. and
            attached  copy  of Articles of Incorporation and By-Laws  of
            Topco  Associates,   Inc.  (Exhibit  10(a)  to  Registration
            Statement on Form S-1, No. 2-86926).

      10(b) 1987 Restricted Stock  Plan,  as  amended (Exhibit (c)(a) to
            the Company's Form 14D-9 dated July  14, 1997).

      10(c) Indemnity  Agreement  dated  November   24,   1987   between
            Delchamps,  Inc.  and First Alabama Bank (Exhibit (c)(7)  to
            the Company's Form 14D-9 dated July 14, 1997).

      10(d) Rights Agreement dated  October  14, 1988 (Exhibit (1) to the
            Company's Form 8-A, dated October 4, 1992).

      10(e) First Amendment to Rights Agreement dated October 16, 1992
            (Exhibit (1) to the Company's Amendment  No.  1 on Form 8,
            dated  November  4,  1992  to  Form 8-A, dated October  4,
            1992).

      10(f) Second Amendment to Rights Agreement  dated  July  8, 1997
            (Exhibit  (4)  to  the Company's Form 8-A/A dated July  8,
            1997).

      10(g) Loan agreement dated  June  30, 1993 between Delchamps, Inc.
            and  the  Great  West  Life  and Annuity,  Mutual  of  Omaha
            Insurance Company, and United  of  Omaha  Insurance  Company
            (Exhibit 10(g) to the Company's Form 10-K for the year ended
            July 3, 1993).

      10(h) Loan  Agreement dated June 1995 between Delchamps, Inc.  and
            Hibernia  National Bank, as agent for itself and other banks
            (Exhibit 99  to  the  Company's Form 10-K for the year ended
            June 29, 1996).

      10(j) Agreement  for  Termination  of  Employment  dated  as  of
            September 19, 1997,  between  the  Company  and  David  W.
            Morrow.*

      10(k) Form of Agreement between the Company and each officer and
            director of the Company relating to stock options.*

      10(l) 1993  Stock  Incentive  Plan (Exhibit 4.3 to the Company's
            Form S-8 filed on October  25,  1993 (Registration No. 33-
            70772)).

      10(m) Directors'  Stock  Option  Plan  (Exhibit   10.1   to  the
            Company's  Form  10-Q for the quarter ended September  28,
            1996).

      10(n) Director Compensation  Plan  (Exhibit 4.3 to the Company's
            Form  S-8 filed November 14, 1994  (Registration  No.  33-
            56447)).

      10(o) Form of  Director  Indemnity  Agreement (Exhibit 10 to the
            Company's Form 10-Q for the quarter  ended  September  28,
            1996).

      10(p) Management  Incentive Compensation Plan (Exhibit (c)(8) to
            the Company's Schedule 14D-9 dated July 14, 1997).

      10(q) Form  of  Amended  and  Restated  Credit  Agreement  among
            Parent, the Company, certain other subsidiaries of Parent,
            certain   lenders,   DLJ   Capital   Funding,   Inc.,   as
            documentation  agent  for  the  lenders  and Fleet Capital
            Corporation as agent for the lenders, relating  to certain
            borrowings  in  connection  with  the Offer and the Merger
            (Exhibit (b)(5) to Parent's Schedule  14D-1 (Amendment No.
            8) dated September 16, 1997).

      10(r) Form of Indenture by and among Parent,  Sub, certain other
            subsidiaries of Parent and the Company, on  the  one hand,
            and  Marine  Midland Bank, as trustee, on the other  hand,
            relating  to  the   issuance  and  sale  of  $200  million
            aggregate principal amount  of 10-3/8% Senior Subordinated
            Notes due 2007 (Exhibit (b)(4)  to Parent's Schedule 14D-1
            (Amendment No. 7) dated September 12, 1997).

      21    Subsidiary of the Registrant.*

      23.1  Consent of Independent Accountant.*

      27    Financial Data Schedule.

------------------

(*)  Filed Previously.


                                SIGNATURES

      Pursuant to the requirements of the Securities  Exchange Act of
1934, this Amendment to the Company's Annual Rreport has  been signed
below  by  the following person on behalf of the Registrant,  in  the
capacity and on the date indicated.

Signature              Title                        Date

/s/  Lewis Loeb        Director of Accounting       October 27, 1997
---------------
Lewis Loeb




                              EXHIBIT INDEX

Exhibit
Number                 Description
-------                -----------
27                     Financial Data Schedule