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                                                                    EXHIBIT 14.2


                                 Code of Ethics
                   for Senior Executive and Financial Officers
                           of Winn-Dixie Stores, Inc.

I.   General

It is the policy of Winn-Dixie Stores, Inc. (the "Company") to comply strictly
with all laws governing its operations and to conduct its affairs in keeping
with Company policy, reflecting a commitment to the highest ethical standards.
This policy is described in the Company's policy, reflecting a commitment to
Code of Conduct (the "Code of Conduct"), as amended from time to time, which is
applicable to all Associates. Senior executive and financial officers hold an
important and elevated role in complying with the Code of Conduct in their own
activities and in their commitment to (i) honest and ethical conduct, (ii) full,
fair, accurate, timely and understandable disclosure in the Company's public
communications, and (iii) compliance with applicable governmental rules and
regulations. Accordingly, the Company has adopted this Code of Ethics for its
Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and
Treasurer (the "Senior Executive and Financial Officers"). The principles and
standards set forth in this Code of Ethics shall supplement the Company's Code
of Conduct, and the Senior Executive and Financial Officers must comply with
both this Code of Ethics and that Code of Conduct. This Code of Ethics shall be
approved annually by the Corporate Governance Committee of the Board of
Directors and filed with the Securities and Exchange Commission (the "SEC") as
an exhibit to the Company's Annual Report on Form 10-K.

II.  Honest and Ethical Conduct

Senior Executive and Financial Officers will exhibit and promote the highest
standards of honest and ethical conduct, including through adherence to the
following policies and procedures:

     . Avoid conflicts of interest. The Company's Code of Conduct requires that
       all Associates avoid any activity or association that creates or appears
       to create a conflict between the Associate's personal interests and the
       Company's business interests. The Code of Conduct includes definitions of
       conflict-of-interest situations, and imposes requirements for the
       avoidance of conflicts of interest by all Company Associates. The Code of
       Conduct also requires each Senior Vice President to establish and
       interpret specific policies and procedures regarding conflicts of
       interest necessary to assure that each function reporting to such Senior
       Vice President complies with this policy. In addition to their compliance
       with all applicable provisions of the Code of Conduct, the Senior
       Executive and Financial Officers shall (a) engage in only honest and
       ethical conduct, including the ethical handling of actual or apparent
       conflicts of interest between personal and professional relationships;
       and (b) avoid conflicts of interest, including making disclosure to the
       Company's Executive Committee of any material transaction or relationship
       that reasonably could be expected to give rise to such a conflict.

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     . Inform the Director of Compliance of (a) deviations in practice from
       policies and procedures governing honest and ethical behavior or (b) any
       material transaction or relationship that could reasonably be expected to
       create a conflict of interest.

     . Demonstrate personal support for the policies and procedures set forth in
       this Code of Ethics through periodic communications reinforcing these
       principles and standards throughout the Company.

     . Respect the confidentiality of information acquired in performance of
       one's responsibilities and avoid use of confidential information for
       personal advantage.

III.   Financial Records and Periodic Reports

As a public company, the Company is committed to full, fair, accurate, timely
and understandable disclosure in reports and documents that it files with, or
submits to, the SEC and in other public communications made by the Company. In
support of this commitment, the Company has, among other measures, (a) designed
and implemented disclosure controls and procedures (within the meaning of
applicable SEC rules); (b) established a Disclosure Committee, which includes
and imposes duties on each of the Senior Executive and Financial Officers; and
(c) set forth requirements relating to the maintenance of accurate and complete
records, the prohibition of false, misleading or artificial entries on its books
and records, and the full and complete documentation and recording of
transactions in the Company's accounting records. In addition to performing
their duties and responsibilities under these requirements, each of the Senior
Executive and Financial Officers will establish and manage the Company's
reporting systems and procedures with due care and diligence to ensure that:

     . Reports filed with or submitted to the SEC and other public
       communications contain information that is full, fair, accurate, timely
       and understandable and do not misrepresent or omit material facts.

     . Business transactions are properly authorized and completely and
       accurately recorded on the Company's books and records in accordance with
       generally accepted accounting principles and the Company's established
       financial policies.

     . Retention or disposal of Company records is in accordance with
       established Company policies and applicable legal and regulatory
       requirements.

IV.    Compliance with Applicable Laws, Rules and Regulations

As set forth in the Code of Conduct, it is the policy of the Company to comply
strictly with all laws governing its operations and to conduct its affairs in
keeping with the highest moral, legal and ethical standards. Accordingly, the
Senior Executive and Financial Officers will comply with all applicable
governmental laws, rules and regulations, and will establish and maintain
mechanisms to:

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     . Monitor compliance of the Company's finance organization and other key
       employees with all applicable federal, state and local statutes, rules,
       regulations and administrative procedures.

     . Identify, report and correct in a swift and certain manner any detected
       deviations from applicable federal, state and local statutes, rules,
       regulations and administrative procedures.

V.     Compliance with Code of Ethics

The Senior Executive and Financial Officers shall acknowledge and certify their
ongoing compliance with this Code of Ethics annually and file a copy of such
certification with the Director of Compliance and the Corporate Governance
Committee of the Board of Directors. This Code of Ethics will be published with
the Code of Conduct and made available to all Associates, and any Associate
should promptly report any violation of this Code of Ethics to the Director of
Compliance. Under the Code of Conduct, any infraction of the Code of Conduct
will subject an Associate to disciplinary action that may include reprimand,
demotion or dismissal, depending on the seriousness of the offense. The Company
shall take appropriate action with respect to the failure of any Senior
Executive or Financial Officer to comply with this Code of Ethics, which may
include any of these sanctions.

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