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                                                                    EXHIBIT 14.1

                                   WINN-DIXIE
                                 CODE OF CONDUCT

STATEMENT OF POLICY

We are committed to acting with integrity and conducting our business in
compliance with applicable laws. This Code of Conduct expresses that commitment.
Compliance with our Code of Conduct helps us to deal fairly with customers,
suppliers, competitors and associates, and to maintain a safe and healthy work
environment in which all of our associates have an equal opportunity to succeed.

Our Company's responsibility is to clearly establish expectations for how our
business should be conducted. Your responsibility is to ensure that your
behavior follows our Code of Conduct. The Code of Conduct does not address every
conceivable situation that may arise; it would be impossible to do that. It
does, however, provide important guidance in many areas and lets you know how to
get answers to questions you may have. Each of us must support our Company by
complying with the requirements of our Code of Conduct and by expressing any
concerns we may have about potential violations of Company policy.

This Code of Conduct is only one of the eight compliance policies that our
Company maintains. It provides you with summaries of the other seven policies.
If one or more of these compliance policies applies to your job, you should read
the more detailed policy and ensure that your conduct complies with the more
detailed policy. Our eight compliance policies, including this Code of Conduct,
provide a framework for each of us to ensure that our conduct conforms to our
Company's requirements. In addition to this Code of Conduct, which applies to
all associates, we have a CEO and Senior Financial Officers Code of Ethics to
provide additional guidance to senior officers involved in the preparation of
the Company's financial statements.

Acting with integrity is not only the right thing to do; it is also good for
business. Our mission is to be the best supermarket in every neighborhood in
which we operate, offering the best value, freshest products and outstanding
customer service every day, while enhancing shareholder value. By complying with
the requirements of our Code of Conduct, we protect our Company's reputation and
enhance our ability to achieve our business goals.

AREAS COVERED

     .    Our Compliance Program. We maintain a Compliance Program to support
          the commitments we express in our Code of Conduct. You should learn
          about the compliance program so that you are fully aware of the
          resources

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          available to you to assist you in complying with your
          responsibilities. The compliance program also provides you with
          several vehicles to alert Company leadership to any concerns you may
          have regarding possible violations of our compliance policies.

     .    Conflicts of Interest. We are committed to acting with integrity and
          to fair dealings with our customers, suppliers (including consultants
          and other service providers), competitors and associates. To ensure
          that all business decisions are based solely on the terms of each
          transaction and the best interest of our Company, we maintain a policy
          designed to avoid all conflicts of interest between work and personal
          matters.

     .    Company Assets. Company assets should be used for intended business
          purposes. Our policy on the protection of Company assets is intended
          to secure our business assets and ensure that they are used
          appropriately.

     .    Work Environment. All of our associates deserve to work in a safe and
          healthy work environment. To support our associates, we maintain
          policies to ensure our stores, other facilities and corporate offices
          are attractive places to work.

     .    Our Compliance Policies. We maintain compliance policies to establish
          our expectations for complying with legal requirements and
          appropriately managing key business risks. In addition to our Code of
          Conduct, our seven other compliance policies cover: Advertising and
          Labeling; Antitrust; Data Usage, Security and Privacy; Disclosure and
          Financial Controls; Environmental Management and Property Development;
          Labor and Employment; and Safety. Summaries of these policies will
          raise your awareness of how they affect your job and the jobs of those
          around you.

OUR COMPLIANCE PROGRAM

We maintain a compliance program to support our Company's efforts to comply with
legal requirements and appropriately manage business risk. This program is
coordinated through our Compliance Department and led by our Company's Director
of Compliance.

We have identified eight areas to be covered by our Compliance Program: (1)
Advertising and Labeling, (2) Antitrust, (3) Code of Conduct, (4) Data Usage,
Security and Privacy, (5) Disclosure and Financial Controls, (6) Environmental
Management and Property Development, (7) Labor and Employment and (8) Safety. In
each of these areas, we have a compliance policy and related compliance
procedures. A summary of each of these policies is provided in this Code of
Conduct. You may access the complete versions of these policies on our Intranet
site at http://info/. If you do not have access to a computer, you can obtain
copies by calling our corporate office in Jacksonville at 904-783-5000 and
asking for our Compliance Department.

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A compliance team is assigned to each policy. Each team is staffed with an
attorney from our Legal Department and one or more leaders in the affected
business units. A list of the compliance team members for each policy area is
provided on our Intranet site. Each compliance team works with the Compliance
Department and our business leaders in an effort to prevent, detect and respond
to compliance issues in our Company. The Compliance Department reports regularly
to our General Counsel and to our Executive Committee. In addition, a Compliance
Department report is delivered at each meeting of the Audit Committee of the
Board of Directors and at least annually to the Board of Directors.

We seek to prevent compliance issues from occurring by undertaking an ongoing
risk assessment process. This process leads to the creation and maintenance of
our compliance policies and compliance procedures that clearly explain our
expectations for how our business should be conducted. Our communication of
these policies raises awareness among our associates of critical business risks
and the right ways to manage these risks. In addition, we provide training and
legal counseling, as appropriate, to support our associates in performing their
jobs in a compliant manner.

We detect compliance issues in several ways. You and your fellow associates are
the best resources available to us in detecting compliance issues at their
earliest stage. We encourage you to inform us of any concerns you may have
regarding potential policy violations - by doing so you are acting to protect
our reputation, our assets and our business interests. We maintain a policy of
never retaliating against any associate for raising concerns regarding our
compliance with this Code of Conduct or our other compliance policies. The best
way for you to let us know of a possible concern is usually to inform your
supervisor or manager. If you do not want to discuss the issue with your
supervisor, or if you have done so and you have not received an appropriate
response, you can contact any member of management or the Compliance Department
in our corporate office. If you wish to contact us anonymously, you can contact
the Associate Action Line at any time by calling 1-800-338-2327. We also
maintain a second anonymous telephone line for concerns relating to accounting
practices, financial reporting and internal controls. The number is
1-800-445-2598 and calls to this line are forwarded directly to both our
Compliance Department and our Board of Directors.

As an additional tool to detect compliance activity, our Compliance Department
prepares compliance metrics and distributes them to identified business leaders.
These metrics assist us in detecting compliance issues by enabling us to better
monitor trends and compliance activity in key risk areas. In addition, at least
annually we schedule a compliance review in which a broad cross-section of
management conducts a comprehensive review of compliance activity and compliance
plans.

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We respond to compliance issues with timely responses and disciplinary action
where appropriate. In addition, we consider whether corrective actions are
needed to fix any weaknesses in our compliance processes. Our metric reports
assist us in tracking issue responses and remedial action plans to ensure that
our responses are consistent and appropriate.

CONFLICTS OF INTERST

Policy

A conflict of interest exists when a personal interest interferes or appears to
interfere with Company business practices. When there is a conflict between our
personal loyalties and the interests of our Company, we have to choose between
doing something that will benefit ourselves or someone we know and something
that will benefit our Company. Because this is a difficult position for anyone
to be in, we maintain a policy of avoiding all conflicts of interest between
work and personal matters. This policy supports our commitment to act with
integrity and to deal fairly with our customers, suppliers, competitors and
associates.

Conflicts can result from various relationships, including relationships with
competitors, vendors, customers, family members and friends. It is impossible to
list all of the possible circumstances that could create a conflict of interest.
Each of us must use our good judgment in evaluating whether a conflict of
interest may exist. Corporate and Divisional managers have a responsibility to
report any known conflicts of interest to their direct supervisor as well as the
Compliance Department. In addition, managers are required to annually certify
that they are "conflict free" or disclose any potential conflicts of interest.
All other associates should contact their direct supervisor or manager with any
potential conflicts of interest so that they can be resolved in partnership with
an HR manager or the Compliance Department as needed. Despite best efforts,
conflicts of interest can arise. If you are involved in a situation that you
believe may be a conflict of interest, you must notify the appropriate
individual or department. In many instances, a conflict can be avoided or
remedied without serious consequences if it is honestly addressed at the
earliest possible stage.

Common Issues

The following are common conflict of interest situations and our requirements
for handling the situation. When we refer to close family members, we mean a
mother, father, sister, brother, spouse, child, grandparent, grandchild,
mother-in-law, father-in-law, stepfather, stepmother or stepchild. In connection
with any potential conflict of interest, you should also consider whether it is
appropriate for you to disclose a relationship with a close personal friend.
Where we have indicated that you are required to disclose a potential conflict
of interest to your manager and/or the Compliance Department, failure to make
this disclosure promptly is a violation of this Code of Conduct.

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     Competing with our Company

We maintain a policy prohibiting our associates from also working for one of our
direct competitors. If you are employed by Winn-Dixie, have or are seeking a
second job and are not sure whether another company is considered a competitor,
you should contact the Compliance Department prior to accepting employment with
the other company. If you are applying for a position with Winn-Dixie, are
employed by another company and are not sure whether the other company is a
competitor, you should disclose the issue on your employment application. If a
close family member works for one of our competitors, you should disclose this
fact to the appropriate individual or department as soon as you become aware of
it so that we can determine whether the relationship will constitute a conflict
of interest. A similar conflict occurs if you or a close family member is a
consultant, advisor or agent of any company competing with us. These
relationships must be disclosed to the appropriate individual or department so
that they can be evaluated.

We also believe it is inappropriate for an associate to compete with our Company
when buying or selling real or personal property. If you find that you or a
close family member are seeking to buy something that the Company is also trying
to acquire, like property to be developed for a store site, then you should
contact the appropriate individual or department so that a record of your
disclosure can be maintained and so that we can confirm that no conflict of
interest is presented.

     Personal Work Relationships

A potential conflict of interest exists when one or more of your close family
members or an individual with whom you are having a sexual relationship or
significant relationship (a "significant relationship") works for our Company.
We maintain a policy prohibiting close family members or significant
relationships from working in positions in which one reports directly or
indirectly to the other, or is otherwise in a position to influence salary,
performance evaluations, career pathing or similar matters. If you are involved
in a conflict of interest of this nature, you should immediately notify the
appropriate individual or department, so that one of the associates can be
reassigned to a position that will not constitute a conflict. Even if you do not
believe a conflict exists based on job responsibilities, if a close family
member or significant relationship also works for our Company, you should notify
the appropriate individual or department so that a record of your disclosure can
be maintained and so that we can confirm that no conflict of interest is
presented.

A conflict of interest may also exist if one or more of your close family
members or significant relationship works for, or is a consultant or advisor to,
a person or company doing business or seeking to do business with our Company. A
conflict of interest exists if you are in a position with our Company to
influence decisions on whether or not to do business with the other company. In
such a situation, you should immediately notify the appropriate individual or
department so that

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you or your close family member can be re-assigned, can be recused from making
relevant business decisions or the conflict of interest can otherwise be
avoided. Even if you do not believe a conflict exists based on job
responsibilities, if a close family member or significant relationship works for
a person or company doing business or seeking to do business with our Company,
you should notify the appropriate individual or department so that a record of
your disclosure can be maintained and so that we can confirm that no conflict of
interest is presented.

     Financial Interests in Certain Businesses

The potential for a conflict of interest occurs any time you, a close family
member or a significant relationship have a financial interest in a company
doing business with, seeking to do business with or competing with our Company.
A financial interest includes an ownership interest or any other pecuniary
interest in the company or any transaction involving our Company. You should
immediately inform the appropriate individual or department of any potential
conflict of interest of this nature so that a record of your disclosure can be
maintained and so that we can confirm that no conflict of interest is presented.

As an exception to this rule, you or members of your close family may own shares
of a company doing business with us or competing with us if the stock is
actively traded on a recognized national stock exchange and the total amount of
the stock you or your family member owns does not exceed 1% of the issued and
outstanding equity securities of the other company. You may also own stock of
such businesses indirectly through ownership of publicly traded mutual funds or
similar accounts.

     Gifts and Entertainment

There is an obvious potential for conflict of interest if you receive gifts or
entertainment from a person or company doing business or seeking to do business
with us. You should think of the term "gifts" and "entertainment" very broadly,
meaning anything given to or received by you for which you did not pay fair
market value. Gifts and entertainment may include: meals, travel and
accommodations for business or personal purposes, tickets for sporting or
cultural events, payment of entry fees such as greens fees for golf, cash, art
objects, discounts not available to the general public and any other merchandise
or services. Vendor samples, for example, are gifts if used for personal
consumption or anything other than a valid business purpose, such as
taste-testing a new product.

We maintain a "nothing of value" policy regarding the acceptance of gifts and
entertainment. This means you may not accept any gift or entertainment from
anyone doing business with or seeking to do business with our Company unless you
have received the prior approval of the senior vice president of your business
unit. Unless your senior vice president has informed the Compliance Department
that his or her business unit allows the acceptance of modest gifts or

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entertainment (less than $25 from any person or company), there is no concept of
insignificance within the policy, except for items of virtually no economic
value such as a birthday card. A gift of money is never acceptable, regardless
of the amount.

There are ways to accept an item or service from someone doing business with or
seeking to do business with our Company. The easiest way is to pay fair market
value for the item or service provided to you. Also, there may be business
associates with whom you regularly participate in meals and entertainment. In
these situations, if you always reciprocate by purchasing meals or entertainment
of like kind and similar value for the individual who is entertaining you, then
we consider this the equivalent of paying your own way each time.

One common circumstance that creates confusion is whether you can keep a prize
given away "at random" at a business event as a door prize or in connection with
a raffle. The prize is not "at random" unless Company associates constitute a
very small portion (less than 10%) of the total number of individuals eligible
to win the prize. If that is the case, and if you win the prize, you may accept
the gift as a representative of our Company. Upon returning to the office, you
should inform your manager so that he or she can partner with the Compliance
Department to best determine how to share the gift in a manner that benefits the
Company or your department generally.

In certain limited instances, it may be impossible to refuse a gift or
entertainment (for instance, if you are at a meeting at another company's office
that runs longer than anticipated and lunch is brought in). In these instances,
you should always seek to avoid accepting the gift, or to reimburse the other
party for it. If this is impossible or would be inappropriate or rude, you
should notify your manager immediately upon your return to the office so that he
or she can partner with the Compliance Department to best determine how to
handle the issue. At holidays and other times, many companies doing business or
seeking to do business with us send unsolicited gifts. If possible, you should
return the gift. If this is not practicable, for instance if the gift is flowers
or some other perishable, you should share it in a manner that benefits the
Company or your department generally. In either case, you must send a letter to
the sender of the gift informing them of our policy and requesting that they
refrain from sending gifts in the future.

We are committed to supporting the communities in which we live and work. For
that reason, we are all encouraged to participate in various charitable and
community service events. Our "nothing of value" policy, however, still applies
in these circumstances. As a result, you should have the approval of the senior
vice president of your business unit before you solicit a company or person
doing business or seeking to do business with us for civic or charitable
contributions.

We must be meticulous in avoiding conflicts of interest associated with the
acceptance of gifts and entertainment. If you have any question whether your
participation in any activity or acceptance of any item might be covered under
our

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policy, you should contact the Compliance Department in advance for advice.
Also, because of the sensitive nature of these issues, it is critical that we
document our compliance with this policy. For these reasons, all approvals must
be recorded on a gift log maintained by each senior vice president. It is your
responsibility as an associate accepting a gift or entertainment, or
participating in an event, to obtain prior approval and to ensure that the
approval has been appropriately recorded. Similarly, you should make sure that a
written record is maintained of your disclosures to the Compliance Department
and the determinations that are made to avoid any possibility of confusion at
later dates.

COMPANY ASSETS

Policy

Company assets should be used for intended business purposes. They should never
be used to further improper or illegal business conduct. In addition, they
should not be used for personal interest, for other business interests, or for
charitable or civic interests without the approval of the senior vice president
of your business unit.

Common Issues

The following are common issues associated with the protection and proper use of
our Company's assets and our requirements for handling the issue.

     Corporate Opportunities

We all owe a duty to our Company to advance its legitimate interests whenever
possible. What we learn and inventions that are developed during our work are
rightfully the property of our Company. It would be inappropriate, for instance,
to learn during the course of your job of an available parcel of property and
divert the opportunity to acquire that property for your benefit or the benefit
of another. Similarly, inventions, such as software and modifications, developed
during the conduct of your job are "work for hire" and entirely the property of
our Company. To seek personal gain from these inventions would be inappropriate.

     Improper Payments

It is not acceptable, under any circumstance, to offer, give, solicit or receive
any form of bribe, kickback, inducement or other illegal or unethical payment.
No associate may ever use Company property or assets for illegal, unethical or
improper purposes. We also must ensure that agents acting on our behalf
- including brokers, attorneys, consultants and other agents - comply with our
policy in this regard. Particular attention must be given when we retain local
experts in connection with regulatory matters, such as local zoning counsel.
They must be retained under a written agreement approved by our Legal Department
providing that no portion of their fee will directly or indirectly provide

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an improper benefit to a government official. Any "success fee" or other unusual
compensatory arrangement with an agent must be approved in advance by our Legal
Department.

     Payments to Foreign Officials

In our international operations, we comply with the U.S. Foreign Corrupt
Practices Act (the "FCPA"), which prohibits the corrupt payment of money or
giving of things of value to foreign officials to obtain business or secure an
improper advantage. A foreign official is an employee of a foreign government,
an entity owned by a foreign government, a foreign political party or a public
international organization, as well as a candidate for foreign political office.
Anyone acting on behalf of a foreign official, including a member of his or her
family, should also be considered a foreign official. Generally speaking, a
check made out to a department of a foreign government is not covered under the
FCPA, but a check made out to an individual government official is covered.

Even business courtesies, such as small gifts, should not be given without prior
approval of our legal and Compliance Departments. Although reimbursement for
legitimate business travel is often acceptable under the FCPA, you should not
reimburse a foreign official for expenses incurred to travel or otherwise work
on our behalf without the prior approval of our Legal and Compliance
Departments. You also may not pay a gratuity or other payment to a government
official to expedite a routine administrative action, like receiving goods at
customs, without the prior approval of our Legal and Compliance Departments. In
addition to confirming all payments are legal under the FCPA, we will want to
evaluate them under local law. If payments are approved, then they must be
clearly and accurately reflected on our books and records.

Just as we support our local communities and charities in the United States, we
do the same in the international locations in which we operate. We may support
local charities and civic causes, but these donations should be cleared through
the Legal and Compliance Departments to ensure that the recipient institution
does not have a relationship with a foreign official which could cause the
donation to be suspect under the FCPA.

Under the FCPA, we must be equally careful of actions taken by others on our
behalf. Any person or firm representing us (such as a consultant or broker) in
international operations must comply with our policies in this regard and must
be retained under a written agreement approved by our Legal Department that
requires them to comply with our policies.

     Political Contributions

We comply with all federal, state and local laws in our political activities and
interactions with government officials. For this reason, all corporate support
for political candidates or political causes must be approved by the Vice
President of Government Relations and the Chief Executive Officer. Support
includes cash or

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in-kind contributions, lobbying activity and public expressions of corporate
support. Contributions include checks written to sponsor or attend events
benefiting a candidate or political cause. Political activities outside of the
United States must comply with U.S. election laws, the FCPA and local law. If
you are aware of a political cause, such as a local bond referendum, which you
want our Company to support because you believe it would benefit our Company and
our associates, you should notify the Vice President of Government Relations,
who will determine whether or not our Company should support the effort.

All of our associates are encouraged, as individuals, to become involved in the
political process. Decisions regarding voting, volunteering time and
contributing money to political candidates are, of course, personal. You cannot
use our Company's funds, time, equipment or facilities in furtherance of
personal political activities. This means you cannot use Company computers,
copiers or other assets in your personal political activities. You also may not
solicit friends at work for funds in support of your preferred candidate, nor
can you distribute campaign materials in Company stores, other facilities or
offices. In essence, your political involvement must be completely separate from
our Company in every way - on your own time, at your own expense and away from
your office.

Political candidates may not be invited or permitted to distribute materials or
solicit support on Company property without the prior approval of our Vice
President of Government Relations, since to do so could be in violation of our
solicitation-distribution policy.

The associates and shareholders of our Company support and maintain a political
action committee ("PAC") identified and registered as "The Sunbelt Good
Government Committee of Winn-Dixie Stores, Inc." Sunbelt was organized to seek
and support candidates for political office who understand and support the
principles of the free enterprise system, fiscal responsibility and oppose
government bureaucracy and restrictions on individuals and businesses.
Associates may occasionally receive information from Sunbelt and a request to
donate money to help support the PAC. Associates are neither rewarded for
contributing, nor penalized for not doing so.

     Proprietary Information

To be successful, our Company must be able to maintain the confidentiality of
proprietary information relating to our financial results, marketing plans,
plans for future store sites, product procurement, information technology plans
and business strategies. As a general rule, you should assume all information
learned by you during the course of doing your job is confidential unless it is
readily apparent from the public areas of our stores or has been disclosed in a
Company public disclosure document or press release. You should not discuss
Company proprietary information with any third party or any other Company
associate unless that person has a need to know the information to do their job.
Company proprietary information should never be shared with competitors or
others not working on behalf of our Company. And it should never be the subject

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of idle conversation. Just as we seek to protect our proprietary information, we
at all times respect the proprietary information of others. You should never
seek to improperly access proprietary information of a competitor. For more
information on proprietary information and our related policies, you should
review our Data Usage, Security and Privacy Policy.

     Using Company Assets for Personal Benefit

Company assets are provided to us to further Company business interests. You
should never use Company assets for your personal reasons. If you want to use
Company assets in support of your charitable or civic work, including doing that
work from your office during lunch and other breaks, you should first obtain the
approval of your manager. Many of us are issued corporate credit cards. These
credit cards are for business charges only and should not, in any circumstance,
be used for personal charges, even if you plan to reimburse the Company.

Our internal communication systems, such as the phones, e-mail and paging
systems are primarily for business use. You may, however, make limited personal
use of these systems as long as it does not affect your job performance, disrupt
others or result in any additional billing or direct cost to our Company. Of
course, your use of these systems must be consistent with all Company policies,
including those expressed elsewhere in this Code of Conduct. You should remember
that personal privacy is not provided for on these communications systems, and
you should have no expectation for your personal privacy.

WORK ENVIRONMENT

Policy

We will at all times maintain a safe and healthy work environment in which all
of our associates have an equal opportunity to succeed. All of us deserve to be
treated with respect and dignity in our workplace.

Common Issues

The following are common issues associated with maintaining a safe and healthy
work environment and our requirements for handling the issue.

     Equal Opportunity and Respect

Our people are among our most important assets. We must value the unique
contributions each of us brings to the workplace and consider our different
perspectives as an important part of our ability to meet our mission of being
the best supermarket in every neighborhood in which we operate. Our business
interests are best served when we listen to each other and make use of our
diverse talents.

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We are committed to a policy of equal employment opportunity for all individuals
and will not discriminate against any associate or applicant with regards to
race, color, religion, gender, age, national origin, disability or any
characteristic protected by applicable law.

You should be treated with respect and dignity in your work environment. This
means a workplace free of harassment and discrimination. Conduct that degrades
or shows hostility towards an individual is unacceptable and will not be
tolerated. Unacceptable conduct includes, but is not limited to, physical or
verbal abuse; slurs; stereotyping; threats; intimidation; insults; ridicule;
vulgarity; intolerance; harassment; discrimination; sexually explicit humor,
conversations or behavior; epithets; unwelcome touching or invasion of personal
space; unwelcome sexual advances; derogatory, suggestive or obscene written or
graphic materials; and insensitivity to the beliefs and customs of others.

Additional information on our policies in this regard is contained in our Labor
and Employment Policy.

     Drug-Free Workplace

Alcohol and drugs impair our ability to think appropriately and may lead to
situations that can endanger us and others. Therefore, maintaining a drug- and
alcohol-free workplace contributes to the creation of a safe work environment.
Consistent with our commitment to promote a safe work environment, we have
developed a drug testing policy for detecting and measuring the impact that
drugs have in our workplace. Each of us must agree to abide by the Company's
Substance Abuse and Testing Policy as a condition of employment. The use, sale,
transfer or possession of alcohol, illegal drugs, illegally used prescriptions
or controlled substances while on the job or on Company property or in Company
vehicles is prohibited. Drinking alcohol during non-business hours in connection
with business-related entertaining is the only exception to this policy. Alcohol
consumption must be moderate and your decorum must at all times meet appropriate
standards, such that your conduct at all times reflects favorably upon our
Company and its business interests. For more information relating to a drug free
workplace, please refer to our Labor and Employment policy.

     Associate and Customer Safety

The health and safety of our associates, customers and the public is of utmost
importance to us. Our Company has developed comprehensive health and safety
programs and work processes designed to promote safe workplaces. We comply with
applicable industry safety regulations, including those issued by OSHA, FDA and
other federal and state regulatory agencies. Each one of us has a responsibility
to maintain safe work practices and conditions in everything we do. Additional
information on our safety standards and policies is contained in our Safety
Policy.

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     Workplace Safety

All of our facilities have established safety procedures to provide for the
safety of our associates, which may include locking doors, security guards,
access cards and other processes. Each of us must comply with all of these
procedures at all times. Keys to locks and building access cards are provided to
you individually. They may not under any circumstances be shared with family
members or others. To do so may endanger the safety of yourself and your fellow
associates

To further ensure the safety of our associates, set procedures are in place for
the handling of monies in our stores and facilities, which may include safes
being locked at all times, daily deposit procedures to reduce cash exposure and
password-only access for money orders and money wires. An associate and manager
must both be involved in the handling of ATMs, vending machines, safe counts,
armored car receipts and deposit preparations. In addition, each cashier is
assigned a password and till sign-on and should not share his or her information
with any co-worker or other person. As a cashier, an associate may not run any
till other than the one assigned to them.

To enhance the safety of all of us, we maintain a policy prohibiting any
associate from carrying a firearm or other weapon while engaged in Company
business or on Company property. This means you may not under any circumstances
bring a firearm or other weapon onto Company property, including your store,
other facility or parking lot.

OUR COMPLIANCE POLICIES

We maintain compliance policies to establish our expectations for complying with
legal requirements and appropriately managing business risks. The key to
preventing, detecting and responding to issues is being able to identify right
from wrong, involving the appropriate partners, and reporting any issues or
concerns. These policies were written to provide you with the general
information needed to help us meet our legal and ethical obligations.

In addition to this Code of Conduct, there are seven additional compliance
policies. These additional policies are summarized below. While the summaries
provide a brief understanding of what each policy covers, they do not provide
the detailed expectations and guidelines set forth in the complete policies. We
encourage you to read the complete versions of these policies. These policies
and procedures are designed to protect you and the Company from wrongdoing. Each
of us is responsible for acting in accordance with Company policies and
procedures. You may access the complete versions of all the compliance policies
on our Intranet site at http://info/. If you do not have access to a computer,
you can obtain copies by calling our corporate office in Jacksonville at
904-783-5000 and asking for the Compliance Department.

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     Advertising and Labeling Policy

We are committed to using accurate advertising in all media that, when
applicable, clearly state the features and prices for all products found in our
retail stores. We aim to always represent products, services and promotions to
the public in a fair and accurate manner. We treat our competitors with fairness
and respect and expect to be treated in the same fashion. We are equally
committed to labeling all the products we sell in accordance with federal and
state requirements so that our shoppers can make informed purchasing decisions.

The policy covers the following principal areas:

     .    Advertising & Promotional Activity. Our print and broadcast
          advertising allows us to communicate directly with our customers. Our
          advertising informs them about our products and services in an
          accurate, fair and timely manner to allow them to make informed
          decisions. Each statement we make is a promise to our customers and
          our policy is to keep those promises.

     .    Product Labeling. Labeling is a form of advertising. The law often
          imposes mandatory disclosures on labels depending upon the category of
          product, e.g. foods, cosmetics or general merchandise. The
          manufacturer is responsible for assuring that the product label is
          legally sufficient. The Company will follow federal and state
          requirements to assure that all products we sell are correctly
          labeled.

     Antitrust Policy

We are committed to the fundamental policy goals embodied in the federal and
state antitrust laws. Compliance with these laws helps us to preserve fair,
honest and vigorous competition. In committing to free and open competition, we
prohibit contracts, combinations and other agreements in restraint of trade,
monopolization and other unfair methods of competition. Violations of these laws
can result in severe penalties for Winn-Dixie, including monetary fines, legal
penalties for Company associates, officers and directors, as well as damage to
our reputation.

Under antitrust laws, certain business actions are considered illegal and
therefore there is no justification to ever engage in this type of conduct.
There are other practices that may be legal in some circumstances and illegal in
others. This is why it is important to understand Company policy and applicable
laws. If you have questions regarding whether a situation has antitrust
implications, or if a particular action is appropriate, you should contact the
Legal Department before taking action.

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The policy covers the following principal areas:

     .    Dealing With Competitors. We conduct our business, including setting
          prices, independently of our competitors. For purposes of this policy,
          competitors means all retailers selling the same or similar products
          as those sold by Winn-Dixie, including supercenters, discount
          department stores, convenience stores, dollar stores, small-scale
          grocers and drug stores.

     .    Dealing With Vendors. We deal with our vendors in a manner that
          ensures fair competition. For purposes of this policy, vendors include
          suppliers, distributors, wholesalers and diverters that sell products
          or services to Winn-Dixie, brokers or agents that represent one or
          more suppliers, distributors, wholesalers or diverters. A vendor also
          includes an organization that enters into an agreement with Winn-Dixie
          to pay for merchandise sold to customers, i.e., a third party payor
          under a health insurance plan covering customers of Winn-Dixie.

     Data Usage, Security and Privacy Policy

Winn-Dixie's assets consist of more than its equipment, buildings, real estate
and other physical property. Our assets also include valuable "proprietary
information" and "intellectual property." Examples of proprietary information
include our payroll, Customer Reward Card data and information obtained from
external consultants. Examples of intellectual property include the
copyrightable text in advertising, the trademarks that identify our house-brand
products and the patentable/copyrightable computer software we use.

This policy contains our Company policies regarding our use and handling of
proprietary information and intellectual property and provides you with an
understanding of the various rights of Winn-Dixie, our vendors and our customers
in these assets. It is our policy to maintain the security and privacy of
associate and customer health information and associate employment information,
as well as to respect the proprietary and intellectual property rights of
others, including our competitors.

Three important points should be kept in mind with regard to the proprietary
information and intellectual property: (1) much of this information and property
will remain valuable only if it remains confidential and unknown to our
competitors, (2) Winn-Dixie's proprietary information and intellectual property
assets are a mix of assets that are owned by us and assets that are licensed or
otherwise obtained from third-parties (often with restrictions on how we may use
them), and (3) information and data that Winn-Dixie owns or rightfully possesses
may be subject to privacy or other personal rights of third - parties.

<PAGE>

The policy covers the following principal areas:

     .    Personal Information Privacy. We are dedicated to maintaining the
          privacy of personal information we hold regarding our associates,
          customers and other persons who do business or otherwise have a
          relationship with us. Our privacy policies protect personal
          information beyond the minimum requirements of the law. We do this
          because it is good business, and more fundamentally, the right thing
          to.

     .    Security of Company Information Assets. The information collected in
          the normal course of business provides Winn-Dixie with significant
          competitive value and requires protection so that this value can be
          maintained. Associates need access to information with the confidence
          that the underlying data has not been maliciously or inadvertently
          modified or destroyed. Therefore, we implement and monitor sound
          business practices that require our associates, partners and
          contractors to be aware of their responsibility to protect these
          assets.

     .    Intellectual Property Rights of Others. We cannot responsibly ask
          others to respect Winn-Dixie's intellectual property rights unless we
          extend the highest level of respect to their intellectual property
          rights as well. We maintain policies to ensure that we do not violate
          or infringe upon the intellectual property rights of our competitors
          or of any other person or entity.

     Disclosure and Financial Controls Policy

Our reputation for integrity and continued business success are dependent on our
ability to maintain proper financial and disclosure controls and to comply fully
with all federal securities laws and other laws and regulations relating to
proper corporate governance.

We are committed to maintaining accurate and reasonably detailed records that
fairly reflect our Company's transactions and financial results, and to
establishing and maintaining an effective system of internal financial controls.
Our financial statements must be prepared in accordance with generally accepted
accounting principles ("GAAP") and all New York Stock Exchange ("NYSE") and
Securities and Exchange Commission ("SEC") rules relating to oversight of
financial statements. We also seek to ensure that Company management is aware on
a timely basis of all material information relating to our Company and the
conduct of our business so that we can communicate information about our Company
in a consistent manner that gives all investors fair access to information on a
timely basis. Our public disclosures are designed to ensure that we disclose
material information relating to our Company as required by federal law, SEC
regulations and NYSE requirements, doing so in a clear and easily understandable
manner. We also maintain policies designed to ensure that our Company and all of
our

<PAGE>

associates comply at all times with federal laws relating to the purchase and
sale of our common stock and bonds ("securities").

The policy covers the following principal areas:

     .    Financial Controls and Financial Reporting. Our financial controls are
          designed to enhance our ability to accurately record, process,
          summarize and report financial data relating to our business. These
          controls relate to all aspects of our business that materially impact
          financial reporting, including store, distribution center,
          manufacturing and corporate office operations. A proper system of
          internal financial controls helps to ensure that material information
          relating to our Company is made known to Company management on a
          timely basis and that our financial statements are prepared in
          accordance with GAAP and fairly present the results of operations and
          financial condition of our Company.

     .    Disclosure Controls. Our disclosure controls are designed to ensure
          that Company management is aware of all material information relating
          to our business and that we communicate this information as required
          by law on a timely basis that enhances the ability of our investors
          and other interested constituencies to clearly understand material
          aspects of the conduct of our business, results of our operations and
          our financial condition. To guide our disclosure policy and practices,
          we maintain a disclosure committee that meets regularly to review all
          aspects of disclosure and internal controls and to review all SEC
          filings and other material public announcements of our Company.

     .    Insider Trading. Federal securities laws are designed to ensure the
          investing public of the integrity of the financial markets. As a
          public company, the "insider trading laws" prohibit anyone, including
          any of our associates, from trading in our securities when in
          possession of important information about our Company that is not
          available to the public. Our insider trading policy requires all
          officers and other associates designated by their supervisor to follow
          specified procedures when they engage in transactions involving our
          securities.

     .    Fair Disclosure. SEC regulations require that all investors have fair
          access to accurate information relating to our Company. Only
          authorized spokespersons may speak on our Company's behalf with
          members of the investment and financial community. Our policies and
          practices are designed to avoid "selective disclosure" to analysts or
          investors and to ensure that all public communications about our
          Company are accurate, timely, widely distributed so that all investors
          have fair access to the information and meet all legal requirements.

<PAGE>

     Environmental Management and Property Development Policy

Because Winn-Dixie has a strong regard for the environment, we strive to conduct
our business in a manner that protects the physical environment, our associates
and the general public. To accomplish our goals, we comply with federal and
state environmental laws and regulations and develop and implement internal
compliance programs.

In the operation of our business, we often lease and sometimes purchase real
estate. We thoroughly investigate the real property that the Company proposes to
lease or acquire by utilizing due diligence protocols, including but not limited
to environmental assessments, for each transaction.

The policy covers the following principal areas:

     .    Chemicals and Hazardous Materials. Selling and storing chemicals in
          our stores and other facilities is a part of standard operations in
          our business. It is important to us to comply with applicable laws
          relating to chemicals and hazardous materials. We develop and maintain
          programs to ensure chemicals and hazardous materials are managed in
          accordance with federal, state and local regulations and laws.
          Associates are trained and provided information on workplace chemicals
          to identify the risks, proper handling, labeling and storage and
          disposal requirements. We maintain programs and controls in our
          efforts to comply with environmental record-keeping and reporting
          requirements.

          Training requirements vary depending on factors such as site type
          (retail or industrial), refrigeration type (i.e., ammonia) and job
          responsibilities. At a minimum, associates working in areas where
          chemicals are used or stored receive Best Safety Practices ("BSP")
          Hazard Communications Training. Associates responsible for more
          extensive chemical and waste handling receive training from the
          Chemicals and Waste Management Program (industrial), Spill Prevention
          Control and Countermeasure Plans ("SPCCs") and Storm Water Management
          Training.

     .    Handling, Transportation and Storage. We are committed to handling and
          transporting chemicals and hazardous materials in a safe manner. We
          require compliance with applicable federal and state regulations
          related to over the road transportation of hazardous materials. We
          have emergency response services available for transportation
          incidents. On-site chemicals and hazardous materials are stored in
          containers and in areas designed to protect our associates and the
          environment from accidental releases.

     .    Process Management. We are committed to designing, operating and
          maintaining refrigeration systems and other processes that contain
          hazardous materials in accordance with federal and state regulations.

<PAGE>

          Appropriate associates are trained and certified to properly operate
          the processes and respond to potential emergencies associated with the
          operations.

     .    Waste Minimization and Disposal. We develop and implement pollution
          prevention and waste minimization programs to reduce the disposal
          volume of spent chemicals and other materials. Recycling and reclaim
          programs are used to reduce the volume of waste streams leaving our
          facilities. Disposal of chemicals and trash are done in compliance
          with federal, state and local solid and hazardous waste regulations.
          All waste transportation, storage and disposal services are reviewed
          by the Environmental and Safety Department to ensure the operations
          are in compliance with federal and state laws and regulations.

     .    Property Development. We strive to thoroughly investigate and review
          all aspects of the real property that is proposed for lease and
          acquisition to ensure the Company is knowledgeable about conditions
          and able to use it for the intended purpose.

     Labor and Employment Policy

We are committed to customer satisfaction by well-trained, dedicated associates.
Treating our associates with the same respect, professionalism and courtesy as
our customers is a key to accomplishing this goal. We are committed to a policy
of equal employment opportunity for all individuals without regard to race,
color, religion, sex, age, national origin or disability. To best protect the
equal opportunities of our associates, we comply with all civil rights laws and
the legal requirements that those laws impose.

We strive to select, develop and retain the best associates in the retail
industry and will continue to help our associates exemplify Company values, such
as:

     .    Respecting all people by working together, practicing civil treatment
          guidelines and recognizing, appreciating and managing diversity in the
          workplace.

     .    Doing the right thing by making sure all applicable state and federal
          fair employment laws and regulations are consistently enforced.

     .    Taking care of our people by providing programs such as the Associate
          Action Line and Employee Assistance Program.

Each of us must be knowledgeable about our Company's policies and procedures.
You have an obligation to report violations or potential violations of legal or
Company policy requirements to appropriate members of management and to seek
guidance if you are not sure how to handle a situation. Managers have a
responsibility to respond in an appropriate and effective manner to those

<PAGE>

issues reported to them. All of management shares this responsibility and
pledges to appropriately address issues that are raised.

The policy covers the following principal areas:

     .    Fair Employment Policy. Our policy is to provide equal employment
          opportunity to all associates. Additionally, we are committed to
          selecting, developing and retaining the best associates to ensure a
          competitive advantage in the marketplace. We strive to maintain a work
          environment free of harassment. Our harassment policy statement
          clearly defines what behaviors are considered harassment and what to
          do if you need to report an incident or concern. We are subject to a
          court-ordered Consent Decree regarding certain employment practices
          relating to African American and female retail associates.

          We believe in providing opportunities to and hiring the most qualified
          candidate for each position. Therefore, we maintain our Job Posting
          Procedure and Job Request System, which is designed to assist managers
          in selecting the most qualified applicants for vacancies and to allow
          all qualified associates to apply for vacancies or express their
          interest in a particular job.

     .    Associate Relations: If you are uncomfortable discussing something
          with your manager, we maintain several avenues for you to voice your
          concerns. One of these avenues is our toll-free Associate Action Line.
          You have the choice to remain anonymous and all information is
          confidential. The hotline number is 1-800-338-2327.

          We prohibit violence of any form in the workplace. We also maintain a
          Concealed Weapons Policy prohibiting any weapons on any Company
          property. We have established Rules of Conduct and Constructive
          Discipline Programs designed to ensure that discipline is fair and
          consistent.

     Safety Policy

Our policy is to comply with all laws relating to food safety and the safety of
our facilities. Our goal is to create and maintain a shopping and working
environment that is free of safety risks. Each one of us is accountable for the
safety of our customers and other associates and should always work diligently
to promote and support safety efforts. We strive to offer safe products and
maintain a safe environment in our stores and in our industrial locations. We
seek to protect our Company's shoppers, associates and reputation and enhance
our ability to achieve our business goals.

<PAGE>

The policy covers the following principal areas:

     .    Retail Food Safety. Consistent with our commitment to safety, our
          retail food safety policies, procedures and practices are designed to
          ensure that all food products sold by Winn-Dixie are safe and
          wholesome.

     .    Manufacturing Food Safety. Our manufacturing food safety policies,
          procedures and practices are designed to ensure that all food products
          manufactured by Winn-Dixie are safe. Our manufacturing policies and
          procedures are designed to follow FDA and USDA Good Manufacturing
          Practices ("GMP's") to ensure that all food has been manufactured,
          stored and transported in such a way as to reduce or eliminate product
          adulteration.

     .    Pharmacy Operations. Our goal is to monitor and control our drug
          dispensing operations to ensure that all of our pharmacy customers
          receive the correct medication and that our customers receive
          appropriate information to use the medication correctly.

     .    Safety of our Customers and Associates. We strive to maintain our
          stores and all industrial locations in a manner to provide a workplace
          free from recognized hazards so we can provide surroundings that are
          both healthy and hazard-free to both our customers and our associates.