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                                                                     EXHIBIT 3.1

                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                             WINN-DIXIE STORES, INC.

     Pursuant to Section 607.1007 of the Florida Business Corporation Act,
Winn-Dixie Stores, Inc., the undersigned Corporation, pursuant to a resolution
duly adopted by its Board of Directors, hereby adopts the following Restated
Articles of Incorporation:

                                     FIRST:

            The name of this Corporation is: WINN-DIXIE STORES, INC.

                                     SECOND:

     The general nature of the business or businesses or objects or purposes
proposed to be transacted, promoted or carried on are:

     (a) To establish, own, lease, operate, maintain, conduct and carry on a
general grocery business, both retail and wholesale, and the doing and
transacting of all acts, business and things incidental to, relating to, or
which may be conveniently done in carrying out its business as aforesaid.

     (b) To buy, sell, manufacture, produce and generally handle any and all
groceries and all articles of food and drink and things which may be required
for the purpose of the company or commonly supplied or dealt in by persons
engaged in the grocery business.

     (c) To buy, sell, own, manufacture, use, operate, maintain, lease on
royalty or otherwise, rent, export and import and generally deal in fixture,
furniture, equipment of any and every kind and of personal property which may be
used or useful in establishing, conducting or operating grocery stores.

     (d) To purchase, lease, own, hold, operate, sell, let or otherwise acquire,
utilize and dispose of stores, warehouses, buildings, factories, lands and all
other works and facilities for conducting a general retail and wholesale grocery
business.

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     (e) To manufacture, purchase or otherwise acquire, own, mortgage, pledge,
sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in
and deal with goods, wares, and merchandise and real and personal property of
every class and description.

     (f) To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     (g) To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this Corporation.

     (h) To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge,
or otherwise dispose of shares of the capital stock of, or any bonds, securities
or evidence of indebtedness created by any other corporation or corporations
organized under the laws of this state or any other state, county, nation or
government and while the owner thereof to exercise all the rights, powers and
privileges of ownership.

     (i) To issue bonds, debentures or obligations of this Corporation from time
to time, for any of the objects or purposes of the Corporation, and to secure
the same by mortgage, pledge, deed of trust or otherwise.

     (j) To purchase, hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds or property for the purchase of its
own shares of capital stock when such use would cause any impairment of its
capital; and provided further that shares of its own capital stock belonging to
it shall not be voted upon directly or indirectly.

     (k) To have one or more offices, to carry on all or any of its operations
and business, and, without restriction or limit as to amount, to purchase or
otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of
real and personal property of every class and description in any of the States,
Districts, Territories, or Colonies of the United States, and in any and all
foreign countries, subject to the laws of such State, District, Territory,
Colony or Country.

     (l) In general, to carry on any other business in connection with the
foregoing, whether manufacturing or otherwise, and to have and exercise all
further and other powers conferred by the laws of Florida upon corporations of
this class, and to do any or all of the things hereinbefore set forth or
authorized by the statutes of the State of Florida, to the same extent as
natural persons might or could do.

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     The foregoing clauses shall be construed both as objects and powers; and it
is hereby expressly provided that the foregoing enumeration of specific powers
shall not be held to limit or restrict in any manner the powers of this
Corporation.

                                     THIRD:

     The total number of shares, including those previously authorized, which
the Corporation may have outstanding at any time is 100,000,000 shares, all of
which shall be Common Stock, having a par value of $1.00 per share. Shares of
Common Stock may from time to time be issued for such consideration, payable in
either money or property (including shares of stock or other securities of the
Corporation or any other corporation), labor or services, having a value as in
the judgment of the Board of Directors shall be at least equivalent to the full
par value of the stock so issued, and all shares so issued and paid for shall
thenceforth be fully paid and non-assessable. Except as to stockholders having
some contractual right of subscription, no holders of Common Stock shall have
any preemptive right, as such holders, to purchase, subscribe for or otherwise
acquire any part of any new or additional issue of capital stock of any class
whatsoever, or of securities convertible into capital stock of any class
whatsoever, whether now or hereafter authorized, or whether issued for cash,
property, labor or services.

                                     FOURTH:

     The amount of capital with which this Corporation will begin business shall
be $1,000.00.

                                     FIFTH:

     This Corporation is to have perpetual existence,

                                     SIXTH:

     The principal office of the Corporation is to be located in the City of
Jacksonville, County of Duval and State of Florida.

                                    SEVENTH:

     The names and post office addresses of the first Board of Directors who,
subject to the provisions of this Certificate of Incorporation, the By-Laws, and
the Corporation Laws of Florida, shall hold office for the first year of the
Corporation's existence or until their successors are duly elected or chosen and
have qualified, are as follows:

          E. L. Winn,
          Enterprise and Nooney Streets,
          Jacksonville, Florida;

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          W. R. Lovett,
          Enterprise and Nooney Streets,
          Jacksonville, Florida;

          Francis B. Childress,
          C/O Atlantic National Bank,
          Jacksonville, Florida;

          O. R. Merritt,
          1730 lonia Street,
          Jacksonville, Florida;

          B. A. Jones,
          1318 Willow Branch Avenue,
          Jacksonville, Florida

                                     EIGHTH:

     The names and addresses of the subscribers hereto, together with a
statement for the number of shares of stock which each agrees to take, are as
follows:

     E. L. Winn,
        Enterprise and Nooney Streets,
           Jacksonville, Florida,                      350 shares Class B.
                                                          Common Stock;

     W. R. Lovett,
        Enterprise and Nooney Streets,
           Jacksonville, Florida,                      350 shares Class B.
                                                          Common Stock;

     Francis B. Childress,
        C/O Atlantic National Bank,
           Jacksonville, Florida,                      300 shares Class B.
                                                          Common Stock.

                                     NINTH:

     Additional provisions for the regulation of the business and for the
conduct of the affairs of the Corporation are as follows:

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     1) The Directors may be divided into two or more classes, whose terms of
office shall respectively expire at different times, but no such term shall
continue longer than three years, and at least one-fourth in number of the
Directors shall be elected annually.

     Each Director shall serve until his or her successor is elected and
qualified or until death, retirement, resignation or removal. No Director shall
be removed from office during his or her term as a Director, by vote or other
action by stockholders or otherwise, except for cause, and if by vote of
stockholders , then only by a vote of the holders of two-thirds of the shares
then entitled to vote at an election of Directors. Any vacancy which occurs on
the Board of Directors may be filled by a majority vote of the remaining
Directors or by the Stockholders . A Director elected by the Board to fill a
vacancy shall serve until the next Annual Meeting of Stockholders and until his
or her successor is elected and qualifies; a Director elected by the
stockholders to fill a vacancy shall serve for the balance of the term of the
Director whose office has been vacated.

     The provisions of this Paragraph (1) of Article NINTH may not be amended,
altered, changed or repealed, in whole or in part , unless authorized by the
affirmative vote of the holders of two-thirds of the shares then entitled to
vote at an election of Directors.

     (2) The Board of Directors may contract with any person to sell, issue and
deliver to such person, at or within some designated future time, all or any
part of its then authorized and unissued stock that is without nominal or par
value, for such consideration as said Board of Directors may by resolution fix
and prescribe; and the Board of Directors may, for a consideration give to any
person a valid option contract obligating the Corporation to sell and entitling
such person to receive, in accordance with the provisions of such option, and at
the price therein fixed, the "no par value" stock embraced within the option
agreement - all such stock purchased and paid for pursuant to every such option
shall be in all respects fully paid and non-assessable.

     (3) In furtherance and not in limitation of the powers conferred by the
Laws of Florida, the Board of Directors is expressly authorized:

     To make and alter the By-Laws;

     To fix the amount to be reserved as working capital, and to authorize and
cause to be executed mortgages and liens upon the property and franchises of
this Corporation;

     If the By-Laws so provide, or by resolution passed by a majority of the
whole Board, to designate two or more of their number to constitute an Executive

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Committee, which Committee shall for the time being, as provided in said
resolution or in the By-Laws of this Corporation, have and exercise any or all
of the powers of the Board of Directors in the management of the business and
affairs of this Corporation and have power to authorize the seal of this
Corporation to be affixed to all papers which may require it;

     From time to time, to determine whether and to what extent and at what
times and places and under what conditions and regulations the books and
accounts of this Corporation, or any of them other than the stock ledger shall
be open to the inspection of the stockholders; and no stockholder shall have any
right to inspect any account or book or document of the Corporation, except as
conferred by law or authorized by resolution of the Directors or of the
stockholders.

     If the By-Laws so provide, the stockholders and Directors shall have power
to hold their meetings, to have an office or offices and to keep the books of
this Corporation (subject to provisions of the statute) outside of the State of
Florida at such places as may from time to time be designated by them.

     This Corporation may in its By-Laws confer powers additional to the
foregoing upon the Directors, in addition to the powers and authorities
expressly conferred upon them by Law.

     The object specified herein shall, except where otherwise expressed, be in
no way limited nor restricted by reference to or interference from the terms of
any other clause or paragraph of this Certificate of Incorporation. The objects,
purposes and powers specified in each of the clauses or paragraphs in this
Certificate of Incorporation shall be regarded as independent objects, purposes
and powers.

     This Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by Law, and all rights conferred on officers, Directors and
Stockholders herein are granted subject to this reservation.

                               * * * * * * * * * *

     We, the undersigned, being all of the original subscribers to the Capital
stock, for the purpose of forming a corporation to do business, both within and
without the State of Florida, pursuant to the General Corporation Law of the
State of Florida, do make and file this Certificate of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and we do
respectively agree to take, at a price per share to be fixed by the Board of
Directors, the number of shares of stock hereinbefore set forth opposite our
respective names, and

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accordingly have hereunto set our respective hands and seals, this the 24th day
of December, A. D., 1928.


                                        /s/ E. L. Winn                    (SEAL)
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                                        /s/ W. R. Lovett                  (SEAL)
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                                        /s/ Francis B. Childress          (SEAL)
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