Exhibit 10.2.4


                             WINN-DIXIE STORES, INC.
                              RESTRICTED STOCK PLAN
                            As Amended August 9, 2000

     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.

I.       KEY FEATURES OF THE PLAN

         A. Definition of Restricted Stock

         "Restricted  Stock"  consists of actual shares of Company  common stock
         that cannot be sold, transferred or pledged until the Restricted 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.

         B. Definition of Restriction Period

         "Restriction  Period" means the period  commencing on the date an award
         is  granted  and  ending on such date or upon the  achievement  of such
         requirements as established for each such award by the Committee.

         C. Definition of Key Employee

         "Key Employee" means an officer or other key employee of the Company or
         its   subsidiaries   who,  in  the  judgment  of  the   Committee,   is
         significantly   responsible  for  or  materially   contributes  to  the
         management,  growth or profitability of the business of the Company and
         its subsidiaries.

         D. Definition of Change in Control

         "Change in Control" means:

    (ii)   any person (as such term is used in Section  13(d) of the  Securities
           Exchange Act of 1934 (the  "Act"),  excluding  (A) those  persons and
           entities  included in the joint  Schedule 13(G) filing filed with the
           Securities  and Exchange  Commission  on February  12, 1999,  and all
           current or future heirs,  successors  and  affiliates to such persons
           and all trusts or other entities established or maintained,  or to be
           established or maintained,  for the benefit of such persons and their
           heirs, successors and affiliates  (collectively,  the "Davis Family),
           (B)  any  employee   benefit  plan  or  related  trust  sponsored  or
           maintained  by the  Company,  and (C) a  corporation  or other entity

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           owned,  directly or indirectly,  by all or  substantially  all of the
           shareholders of the Company  immediately  prior to the transaction in
           substantially the same proportions as their ownership of stock of the
           Company  ("Person")),  becoming  the  beneficial  owner,  directly or
           indirectly,  of twenty-five  (25) percent or more of the  outstanding
           voting stock of the Company requiring the filing of a report with the
           Securities  and Exchange  Commission  under Section 13(d) of the Act;
           provided,  that, at the time of the  acquisition  of such  beneficial
           ownership interest,  such Person's  beneficial  ownership interest in
           the Company exceeds that of the Davis Family.

    (iii)  consummation of a merger,  consolidation,  liquidation or dissolution
           of the Company, or the sale of all or substantially all of the assets
           of the  Company (a  "Business  Combination"),  in each case,  unless,
           following such Business Combination,  all or substantially all of the
           shareholders  of the  Company  immediately  prior  to  such  Business
           Combination beneficially own, directly or indirectly, more than fifty
           (50) percent of the then  outstanding  shares of common stock and the
           combined  voting  power of the  then  outstanding  voting  securities
           entitled  to vote  generally  in the  election  of  directors  of the
           corporation resulting from such Business Combination; or

    (iv)   during any period of 24 consecutive  months,  individuals  who at the
           beginning of such period  constitute  the Board and any new directors
           whose  election  by the  Board  or  nomination  for  election  by the
           Company's  shareholders was approved by a vote of at least 2/3 of the
           directors  then  still in office  who either  were  directors  at the
           beginning of the period or whose  election or nomination for election
           was  previously  so  approved,  cease for any reason to  constitute a
           majority of the Board.

    E.     Shares Subject to the Plan

           The  total  number of shares  that may be  awarded  under the Plan is
           2,000,000 shares.

    F.     Award of Restricted Stock

           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.

           The  amount of stock to be issued in a  participant's  name each year
           will depend upon: (i) a target award level set for such  participant;
           and (ii) the price of the stock at the time of the grant.

           Subject to any anti-dilution adjustment pursuant to the provisions of
           Section I.H.  hereof,  no more than 10,000 shares of Restricted Stock
           may be granted  under the Plan as  "performance  based  compensation"

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           within the meaning of Section 162(m) of the Internal  Revenue Code of
           1986, as amended  ("Section  162(m)") during any one of the Company's
           fiscal years to any participant who qualifies as a "covered employee"
           for purposes of Section 162(m).  This 10,000 share  limitation may be
           exceeded,  as  determined  by the  Committee in its sole  discretion;
           provided,  however, to the extent the Restricted Stock grants made to
           a "covered  employee"  are in excess of 10,000  shares of  Restricted
           Stock,  such excess  shares  shall not be deemed  "performance  based
           compensation" within the meaning of Section 162(m).

           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.

           The  restrictions   will  lapse  and  the  stock  will  belong  to  a
           participant free and clear of any  restrictions,  upon the occurrence
           of a Change in Control.

           Except as  otherwise  provided  by the  Committee,  if a  participant
           leaves the employ of the Company or its subsidiaries or a participant
           ceases to be in a Key Employee  position  prior to the  expiration of
           the  Restriction  Period  or a  Change  in  Control,  all  shares  of
           Restricted Stock shall be forfeited.

           Forfeited  shares will be  available  for grant by the  Committee  to
           other participants.

    G.     Contingent Cash Payment

           Each individual  awarded a grant of Restricted Stock by the Committee
           may also be eligible to receive,  at the  Committee's  discretion,  a
           contingent  cash  payment,  the value of which  shall equal the grant
           value (as determined in the sole  discretion of the Committee) of the
           restricted  stock  awarded  to  such   individual.   Payment  of  the
           contingent cash payment shall be made upon vesting (i.e.,  lapsing of
           restrictions  or upon a Change in  Control) of the  Restricted  Stock
           award to which the  contingent  cash payment  relates.  No contingent
           cash  payment  will be made to an  individual  if (i) the  Restricted
           Stock award to which the cash payment  relates does not vest, or (ii)
           the Restricted Stock award is otherwise forfeited.

    H.     Anti-Dilution

           In the  event  that any  change  in the  outstanding  shares of Stock
           (including an exchange of the Stock for stock or other  securities of
           another  corporation)  occurs by reason of a Stock dividend or split,
           recapitalization,  merger,  consolidation,  combination,  exchange of
           shares or other  similar  corporate  changes,  the maximum  number of
           shares of stock that may be awarded  under the Plan and the aggregate
           number of shares of Stock  subject to  Restricted  Stock  grants then
           outstanding  under the Plan, shall be  appropriately  adjusted by the
           Committee whose determination shall be conclusive;  provided, however
           that fractional shares shall be rounded to the nearest whole share.

           In the event of any other change in the Stock, the Committee shall in
           its sole discretion  determine whether such change equitably requires
           a change in the number or type of shares  subject to any  outstanding
           Restricted Stock grant and any adjustment made by the Committee shall
           be conclusive.


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    I.     Employment

           Nothing  in this Plan  shall  interfere  with or limit in any way the
           right of the Company or its  subsidiaries  to terminate or change any
           participant's  employment at any time, nor shall the Plan confer upon
           any participant any right to continue in the employ of the Company or
           its subsidiaries.

II.      ADMINISTRATION OF THE PLAN

                  A.    The Plan shall be administered by the Committee composed
                  of at least two outside directors  appointed from time to time
                  by the Board, having the duties and authority set forth herein
                  in addition to any other authority granted by the Board.

                  B.    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.

                  C.    The Committee's  decisions and determinations  under the
                  Plan need not be  uniform  and may be made  selectively  among
                  individuals  whether  or not such  individuals  are  similarly
                  situated.

                  D.    The  Committee  shall have full  power,  discretion  and
                  authority to interpret,  construe and  administer the Plan and
                  any part thereof,  and its  interpretations  and constructions
                  thereof  and  actions   taken   thereunder   shall  be  final,
                  conclusive and binding on all persons for all purposes.

                          III. AMENDMENT OR TERMINATION

The Board or the  Committee  may, at any time,  amend or terminate  the Plan. No
amendments or termination of the Plan shall  retroactively  impair the rights of
any person with respect to an award.