Exhibit 10.2.3


                                AMENDMENT TO THE
                             WINN-DIXIE STORES, INC.
                     PERFORMANCE-BASED RESTRICTED STOCK PLAN

    This Amendment to the Winn-Dixie Stores, Inc.  Performance-Based  Restricted
    Stock Plan (the "Plan") is made effective as of January 26, 2000.

     1.   The name of the Plan shall be changed to the "Winn-Dixie  Stores, Inc.
          Restricted Stock Plan."

     2.   The first paragraph of the Plan shall be amended to read as follows:

          "Winn-Dixie  Stores, Inc. (the "Company") herein adopts the Winn-Dixie
          Stores, Inc. Restricted Stock Plan (the "Plan") as part of its Officer
          Compensation  Program.  The  Plan  shall be  effective  as of June 15,
          1998."

     3.   Section I.A. of the Plan shall be amended to read as follows:

          " 'Restricted Stock' consists of actual shares of Company common stock
          that  cannot be sold,  transferred  or pledged  until the  Restriction
          Period  lapses.  Unless  provided  otherwise in the  individual  award
          agreement  pursuant  to which the  restricted  stock is  granted,  the
          Restriction  Period will lapse  within 30 days after the date on which
          independent  certified public accountants have issued their opinion on
          the Company's financial statements and the Committee (the "Committee")
          appointed  by the Board of  Directors  of the  Company  (the  "Board")
          pursuant to Section II has determined in writing that the  performance
          requirements have been satisfied.  While the restrictions  remain, the
          holder of the  shares  has the right to vote the  shares  and  receive
          dividends."

     4.   The first  paragraph  of  Section  I.F.  shall be  amended  to read as
          follows:

          "--  The  Committee  shall  determine  the  Key  Employees  who  shall
          participate  in the  Plan,  the  shares of stock  awarded  to each Key
          Employee  and the  terms and  conditions  for  shares  to be  awarded,
          including, but not limited to, the Restriction Period, the performance
          period and performance  requirements,  if any, and any share ownership
          obligations of a Key Employee.  Lapsing of  restrictions on Restricted
          Stock   awarded   hereunder   may  be  based  upon   satisfaction   of
          performance-based requirements or non-performance-based  requirements,
          as determined by the Committee at or prior to the time of grant."

     5.   The  fourth  paragraph  of  Section  I.F.  shall be amended to read as
          follows:

          "-- Unless  there is a Change in Control or the  Committee  determines
          otherwise,  the restrictions will lapse and the stock will belong to a
          participant  free and clear of any  restrictions  when the Restriction
          Period expires,  if and only if, the participant remains in the employ
          of the  Company or its  subsidiaries  and in a Key  Employee  position
          throughout   the   Restriction   Period   and,  if   applicable,   the
          preestablished performance requirements are satisfied."

     6.   Section II.B. shall be amended to read as follows:

          "The  Committee  shall have the  authority to establish  the terms and
          conditions of all awards including,  but not limited to,  establishing
          the  Restriction  Period,  the  performance  periods  and  performance
          requirements,  if any, any other  requirements  that must be satisfied
          before restrictions on Restricted Stock lapse, and any share ownership
          obligations."

  All provisions of the Plan not specifically  mentioned in this Amendment shall
be considered modified to the extent necessary to be consistent with the changes
made in this Amendment.