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                                                                   EXHIBIT 3.1.2

Filed Oct. 17, 1994
Secretary of State
Tallahassee, FL

                              ARTICLES OF AMENDMENT
                    TO THE RESTATED ARTICLES OF INCORPORATION
                                       OF
                             WINN-DIXIE STORES, INC.

     Pursuant to Section 607.1006, Florida Business Corporation Act, the
undersigned Corporation hereby adopts the following Articles of Amendment to its
Restated Articles of Incorporation:

     1. The name of the Corporation is WINN-DIXIE STORES, INC.

     2. The Restated Articles of Incorporation of the Corporation were filed
with the Secretary of State of Florida on October 28, 1991.

     3. Articles of Amendment to the Restated Articles of Incorporation of the
Corporation were filed with the Secretary of State of Florida on October 13,
1992.

     4. The following amendment to the Restated Articles of Incorporation was
adopted by the Corporation on October 5, 1994, pursuant to Section 607.1003,
Florida Business Corporation Act, having been adopted by the Directors of the
Corporation on July 25, 1994, and by the Shareholders of the Corporation at its
Annual Meeting on October 5, 1994, at the headquarters office of the
Corporation, 5050 Edgewood Court, Jacksonville, Florida 32254:

          "The first sentence of ARTICLE THIRD of the Restated Articles of
          Incorporation, as heretofore amended, of the Corporation be and it
          hereby is amended by deleting such sentence in its entirety and
          substituting in lieu thereof the following:

               "The total number of shares, including those previously
               authorized, which the Company may have outstanding at any time is
               200,000,000 shares, all of which shall be Common Stock, having a
               par value of $1.00 per share."

     5. The number of shares of the single class of shares of common stock of
the Corporation outstanding and entitled to vote thereon was 74,114,668, of
which a majority sufficient for approval of 60,266,616 shares voted for the
amendment and 3,234,699 shares voted against the amendment.

     6. In accordance with the provisions of Section 607.0705, Florida Statutes,
written notice of the Annual Shareholders' Meeting containing a summary of the
changes to be effected by the proposed amendment was given to each Shareholder
of record of the Corporation in accordance with the applicable laws of the State
of Florida and the By-Laws of the Corporation.

     IN WITNESS WHEREOF, Winn-Dixie Stores, Inc. has caused these Articles of
Amendment to Restated Articles of Incorporation to be executed in its corporate
name by its respective President and Assistant Secretary under the seal of the
Corporation on the 5th day of October, 1994.

                                           WINN-DIXIE STORES, INC.


                                           By /s/ James Kufeldt
                                              ----------------------------------
                                              Its President


                                           By /s/ Ronald D. Peterson
                                              ----------------------------------
                                              Its Assistant Secretary