================================================================================
                                  United States
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-K

(Mark One)
     |X|          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                     For the fiscal year ended June 30, 1999

                                       OR

                  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
        For the transition period from _______________ to _______________

                          Commission File Number 1-3657

                      -----------------------------------
                             WINN-DIXIE STORES, INC.
             (Exact name of registrant as specified in its charter)

           Florida                                        59-0514290
(State of other jurisdiction of                         (IRS Employer
 incorporation or organization)                       Identification No.)

5050 Edgewood Court, Jacksonville, Florida                        32254-3699
 (Address of  principal executive offices)                        (Zip Code)

                            Area Code (904) 783-5000
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
     Title of each class             Name of each exchange on  which registered
Common Stock Par Value $1.00 Per Share          New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
                                      None
                                (Title of class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [|X|] No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [|X|]

     The aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant,  based upon the closing  sale price of common stock on June 30,
1999,   as  reported  on  the  New  York  Stock   Exchange   was   approximately
$3,257,877,527.  Shares of  common  stock  held by each  executive  officer  and
director and by principal  shareholders  filing  Schedules 13D and 13G have been
excluded in that such persons may be deemed to be affiliates.  The determination
of affiliate  status is not  necessarily  a conclusive  determination  for other
purposes.

     As of June 30,  1999,  registrant  had  outstanding  148,576,620  shares of
common stock.

DOCUMENTS  INCORPORATED  BY  REFERENCE:   Portions  of  the  registrant's  Proxy
Statement in respect to the 1999 Annual Meeting of Shareholders are incorporated
by reference in Part III hereof, as more specifically described herein.


<PAGE>


                                TABLE OF CONTENTS

                                                                          Page
                                                                         Number

PART I

Business...................................................................   1

Properties.................................................................   5

Legal Proceedings..........................................................   6

Submission of Matters to a Vote of Security Holders........................   6

Executive Officers of the Registrant.......................................   7

PART II

Market for the Registrant's Common Equity and Related Shareholder Matters..   8

Selected Financial Data....................................................   8

Management's Discussion and Analysis of Financial Condition
    and Results of Operations..............................................   8

Quantitative and Qualitative Disclosure about Market Risk..................   9

Financial Statements and Supplementary Data................................   9

Changes in and Disagreements with Accountants on Accounting
     and Financial Disclosure..............................................   9

PART III

The information required by Part III is hereby incorporated by
reference to Winn-Dixie Stores, Inc.'s definitive proxy statement
to be filed on or before August 27, 1999, in connection with its
Annual Meeting of Shareholders.............................................  10

PART IV

Exhibits, Financial Statement Schedules and Reports on Form 8-K............  10

Signatures.................................................................  14

<PAGE>



PART I

ITEM 1:         BUSINESS

General

         Winn-Dixie Stores,  Inc., organized in Florida on December 26, 1928, is
a major  food  retailer  with  1,188  stores in  fourteen  states and the Bahama
Islands.  According to published  reports of sales at June 30, 1999, the Company
is one of the nation's largest supermarket retailers.

         All of the Company's  subsidiaries except Bahamas  Supermarkets Limited
are  wholly-owned.  Except  where  the  context  indicates  otherwise,  the term
"Company"  includes  Winn-Dixie  Stores,  Inc.  and  all  of  its  subsidiaries,
collectively.

         Based  upon   information   monitored   by  the   Company's   operating
decision-makers  to manage the  business,  the Company has  determined  that its
operations are within one reportable segment. Accordingly, financial information
on industry  segments is omitted because,  apart from the principal  business of
operating  retail  self-service  food stores,  the Company has no other industry
segments.

Store Formats and Business Strategy

         The  business  of the  Company  is the  operation  of a chain of retail
self-service food stores, which sell groceries,  meats, seafood,  fresh produce,
deli/bakery, pharmaceuticals and general merchandise items. The Company's stores
offer broad lines of merchandise,  including  nationally  advertised and private
label brands and unbranded merchandise (principally meats, seafood and produce),
and  generally  operate  on the basis of  competitive  pricing.  Food items sold
include dry groceries,  dairy products, baked goods, meats, poultry, fish, fresh
fruit, vegetables, frozen foods and other items commonly marketed by retail food
stores.  The Company's stores also sell many general  merchandise items, such as
magazines,  soaps, paper products,  health and cosmetic  products,  hardware and
numerous small household items.  Many locations have ancillary  departments such
as  pharmacies,  photo  labs,  dry  cleaners  and  in-store  banks  operated  by
independent third parties who rent space from the Company. At June 30, 1999, the
Company  operated 1,188 retail stores of which 447 were located in Florida,  127
in North Carolina, 116 in Georgia, 105 in Alabama, 76 in Louisiana,  75 in South
Carolina, 68 in Texas, 59 in Kentucky,  37 in Virginia,  23 in Tennessee,  20 in
Ohio, 15 in Mississippi, 13 in the Bahamas, 5 in Oklahoma and 2 in Indiana. Such
stores  were  operated  under  the  names  of  "Winn-Dixie"  (349),  "Winn-Dixie
Marketplace" (802), "Thriftway" (26), "The City Meat Markets" (10) and "Buddies"
(1).

Support and Other Services

         The following  table shows the locations of the Company's  distribution
centers and its  manufacturing  and processing  plants, as well as the principal
products produced in the plants:

                                       1
<PAGE>


ITEM 1:  BUSINESS, continued

LOCATION                          FACILITIES
------------------------------------------------------------------------------

ALABAMA         Montgomery          Two distribution centers;
                                    Plants: milk bottling and frozen pizza

FLORIDA         Jacksonville        Two distribution centers and a general
                                       merchandise distribution center;
                                    Plants: detergents; paper bags; and
                                       coffee, tea and spices
                Madison             Plant:  meat processing
                Miami               Distribution center;  Plant:  milk bottling
                Orlando             Distribution center
                Bartow              Plant:  egg processing
                Plant City          Plants:  ice cream and milk bottling
                Pompano             Distribution center
                Sarasota            Distribution center
                Tampa               Distribution center

GEORGIA         Atlanta             Distribution center
                Fitzgerald          Plants: jams, jellies, mayonnaise, salad
                                       dressing, peanut butter and condiments;
                                       canned and bottled carbonated beverages
                Gainesville         Plants: oleomargarine; natural cheese
                                       cutting and wrapping, processed cheese
                                       and pimento cheese
                Valdosta            Plants: crackers and cookies; and snacks

KENTUCKY        Louisville          Distribution center

LOUISIANA       New Orleans         Distribution center
                Hammond             Distribution center; Plant:  milk bottling

NORTH CAROLINA  Charlotte           Distribution center
                Raleigh             Distribution center
                High Point          Plants:  milk bottling and cultured products

SOUTH CAROLINA  Greenville          General merchandise distribution center;
                                    Plants: ice cream and milk bottling


TEXAS           Fort Worth          Distribution center and a general
                                       merchandise distribution center;
                                    Plant: milk bottling

BAHAMAS         Nassau              Distribution center

                                       2
<PAGE>
ITEM 1:         BUSINESS, continued

     An  insignificant  portion of the  products  produced by the  manufacturing
plants is sold to others.

     Types of  products  produced  by the  Company  for sale in its  stores  are
described above.  Services provided by the Company such as check cashing,  money
transfers,  bill payment, money orders and lottery tickets are incidental to the
total business.

     The  Company  has  not  publicly  announced,   or  otherwise  made  public,
information  about any new product or industry  segment  which would require the
investment of a material  amount of the assets of the Company or which otherwise
is material.

     Sources of  available  raw  materials  are factors  that do not affect the
Company  in any  different  manner  than they  affect  other  manufacturers  and
processors of the goods identified.

     Patents and trademarks owned by the Company are not of material  importance
to its operations.

     Seasonality  does  not  materially  affect  the  business  of the  Company.
However,  due to the  influx of winter  residents  to the  Sunbelt,  Florida  in
particular,  and  increased  purchases  of food items for the  Thanksgiving  and
Christmas holiday seasons,  there is a seasonal sales increase during the period
of November - April each fiscal year.

     The  Company  and other  food  retailers  have no unusual  working  capital
requirements.

     The  business  of the  Company  is not  dependent  upon a  single  or a few
customers. The Company does not sell goods or services in an amount which equals
10 percent or more of the Company's consolidated sales to any single customer or
group of customers under common control or to any affiliated group of customers.

     Backlog ordering is not a factor in the business of the Company.

     No portion of the business of the Company is subject to  renegotiations  of
profits or  termination  of  contracts  or  subcontracts  at the election of any
government.

Marketing and Competition

     In all  areas in  which  the  Company  operates,  the  business  is  highly
competitive  with  local  and  national  food  chain  stores,  as  well  as with
independent  stores  and  markets.  Many  factors  enter  into the  competition,
including price, quality of goods and services, product mix and convenience.

                                       3
<PAGE>


ITEM 1:    BUSINESS, continued

     The retail food  industry is extremely  competitive.  Each  operating  area
faces somewhat different competitive  conditions.  The major competitors for our
operating  areas are A&P,  Albertson's,  Bi-Lo,  Biggs,  Bruno,  H.E. Butt, Cub,
Delchamp/Jitney   Jungle,   Food   Lion/Kash  N  Karry,   Goodings,   Hannaford,
Harris-Teeter,  Hyde Park, Ingles, Kroger, Meijers, Minyards, Publix, Randall's,
Schwegmanns,  Sedano's, Super K, Super Value, Wal-Mart Supercenter,  U-Krops and
U-Save.

     Additionally,  local chains and wholesaler-supported  independents are well
represented in all regions.

     Winn-Dixie is  considered a major  competitor  in all  geographic  areas in
which it competes.

     The Company did not spend a material amount on  Company-sponsored  research
and development activities or on Company-sponsored  research activities relating
to the development of new products,  services or techniques,  or the improvement
of  existing  products,  services or  techniques  during any of the years in the
three-year period ended June 30, 1999.

Government Regulation

     The  Company's   compliance  with  federal,   state  and  local  provisions
regulating  the  discharge  of  materials  into the  environment,  or  otherwise
relating to the protection of the  environment  has not had, and is not expected
to have, a material effect on its capital expenditures,  earnings or competitive
position.

Associates

     At the end of fiscal  1999,  the  Company had 57,000  full-time  and 75,000
part-time associates.

Bahamas

     All sales of the Company are to customers  within the United States and the
Bahama Islands.  The Company exports an  insignificant  amount of merchandise to
its  subsidiaries  in the  Bahamas,  which  operates  13 retail  food  stores as
outlined above.
                                       4
<PAGE>


ITEM 2:         PROPERTIES

Stores

     All of the retail stores  operated by the Company are on premises  occupied
on a  rental  basis.  See  "Note  8  of  the  Notes  to  Consolidated  Financial
Statements," page F-23, included herein.

Support Properties

     The  warehousing  and  distribution  centers are rented under leases due to
expire as follows:  Montgomery  (perishable) - 2022;  Raleigh - 2022;  Orlando -
2021;  Atlanta  -  2019;  Charlotte  -  2019;  Jacksonville  (Edgewood)  - 2019;
Louisville - 2019; Sarasota - 2019; Miami - 2018; Montgomery - 2018; New Orleans
-  2018;  Tampa -  2018;  Fort  Worth  -  2016;  Hammond  -  2016;  Jacksonville
(Commonwealth)  - 2011;  Nassau - 2011 and Pompano - 2003.  All of these contain
renewal options, which vary from lease to lease.

     An  expansion  and   refurbishment   of  the  corporate   headquarters   in
Jacksonville, Florida is under construction.

     A new  distribution  center and retail  support  center is in the  planning
stages in Jacksonville,  Florida.  The new facility will be leased. The existing
Jacksonville  (Commonwealth)  distribution center will be converted to a general
merchandise distribution center.

     The  Company is building a new frozen  food  freezer  and will  convert the
existing  freezer into a perishable  food cooler at the  distribution  center in
Charlotte,  North  Carolina.  At our  Greenville,  South  Carolina  distribution
center,  we are  converting  an  existing  distribution  center  into a  general
merchandise and pharmaceutical distribution center.

     The Company's Valdosta cracker and cookie, and snacks bakeries;  Fort Worth
dairy  plant;  Madison  meat  processing  plant;  Plant  City ice cream and milk
bottling plants; Miami reclaim center; and Gainesville  oleomargarine and cheese
processing and packaging plants are owned in fee.

     The Company's Jacksonville coffee, tea and spices processing, detergent and
bag plants;  Montgomery milk bottling plant; and Hammond milk bottling plant are
situated at the leased  warehousing and  distribution  center locations in those
cities. The Bartow egg processing plant;  Greenville ice cream and milk bottling
plants and general merchandise distribution center; High Point milk bottling and
cultured  products plants;  Miami milk bottling plant;  Montgomery  frozen pizza
plant;  and the Fitzgerald jam,  jellies,  mayonnaise,  salad  dressing,  peanut
butter and  condiments  and canned and bottled  carbonated  beverage  plants are
rented under leases.

     All of the above  support  properties  are  considered  to be in  excellent
condition.

                                       5
<PAGE>


ITEM 3:  LEGAL PROCEEDINGS

     See  Note  9(d)  and  Note  13  of  the  Notes  to  Consolidated  Financial
Statements,  pages F-26 and F-28 included herein,  regarding  various claims and
lawsuits pending against the Company.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters  submitted to a vote of security  holders  during the
quarter ended June 30, 1999.

                                       6
<PAGE>
Executive Officers of the Registrant

     Set forth below is certain information concerning the executive officers of
the Company during fiscal 1999:
<TABLE>
<CAPTION>


                                                                                   YEAR                YEAR FIRST
                           AGE IN                                                APPOINTED              EMPLOYED
                         YEARS AT                                               TO CURRENT                 BY
NAME                      06-30-99              OFFICE HELD                       POSITION             WINN-DIXIE
<S>                         <C>         <C>                                        <C>                     <C>

A. Dano Davis               54          Chairman of the Board                      1988                    1968
                                          and Principal Executive Officer
James Kufeldt               60          President                                  1988                    1961
C. H. McKellar              61          Executive Vice President                   1988                    1957
R. J. Brocato               55          Senior Vice President                      1999                    1963
H. E. Hess                  59          Senior Vice President                      1988                    1958
R. A. Sevin                 56          Senior Vice President                      1997                    1961
C. E. Winge                 54          Senior Vice President                      1988                    1963
R. P. McCook                46          Financial Vice President                   1984                    1984
                                          and Principal Financial Officer
L. H. May                   54          Vice President                             1989                    1964
E. E. Zahra, Jr.            52          Vice President and General Counsel         1995                    1995
D. H. Bragin                55          Treasurer and Principal Accounting         1985                    1961
                                          Officer
W. C. Calkins               60          Vice President                             1987                    1958
J. W. Critchlow (1)         52          Vice President                             1988                    1967
R. J. Ehster (1)            58          Vice President                             1983                    1958
J. D. Fitzgerald            49          Vice President                             1998                    1970
M. J. Istre (2)             48          Vice President                             1999                    1969
D. G. Lafever               50          Vice President                             1990                    1966
R. C. Lunn, Jr.             47          Vice President                             1997                    1969
H. E. Miller                67          Vice President                             1984                    1956
L. J. Sadlowski             58          Vice President                             1983                    1961
J. A.  Schlosser            50          Vice President                             1997                    1967
M. A. Sellers               45          Vice President                             1997                    1973
J. T. White                 51          Vice President                             1999                    1968
H. M. Solana, Jr. (2)       44          President, Winn-Dixie Raleigh, Inc.        1999                    1971
</TABLE>


(1) Retired in June, 1999
(2) Elected in June, 1999

     Mr. James  Kufeldt,  President of  Winn-Dixie  Stores,  Inc.  announced his
intent to retire after 38 years of service. Mr. Kufeldt will remain as President
until his successor is in place.

                                       7
<PAGE>


Executive Officers of the Registrant, continued

     Mr. R. J. Ehster,  Vice President of Winn-Dixie Stores,  Inc. and President
of the Miami Division of Winn-Dixie  Stores,  Inc., retired at the end of fiscal
1999  after 41 years  of  service.  Mr.  R. C.  Lunn,  Jr.,  Vice  President  of
Winn-Dixie Stores, Inc., resigned as President of Winn-Dixie Louisiana, Inc. and
was elected Division President of the Miami Division of Winn-Dixie Stores, Inc.

     Mr. M. J. Istre, Retail Operations  Superintendent of Winn-Dixie Louisiana,
Inc. was elected President of Winn-Dixie  Louisiana,  Inc. and Vice President of
Winn-Dixie Stores, Inc.

     Mr.  J. W.  Critchlow,  Vice  President  of  Winn-Dixie  Stores,  Inc.  and
President of Winn-Dixie Raleigh, Inc. retired at the end of fiscal 1999 after 31
years of service. Mr. H. M. Solana, Jr., Retail Operations Superintendent of the
Orlando Division of Winn-Dixie Stores,  Inc. was elected President of Winn-Dixie
Raleigh, Inc.

     All of the officers listed as executive  officers of the  registrant,  with
the  exception  of Mr. E. E. Zahra,  Jr.,  have been  employed for the past five
years in either the same  capacity as listed,  or in a position with the Company
which  was  consistent  in  occupation  with the  present  assignment.  Prior to
becoming General Counsel, Mr. Zahra was the managing partner of the Jacksonville
office of LeBoeuf, Lamb, Greene & MacRae L.L.P., an international law firm.

     Officers  are elected  annually by the Board of  Directors  and serve for a
one-year  period  or until  their  successors  are  elected.  No  officers  have
employment contracts with the Company.

                                     PART II

ITEM  5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
         MATTERS

     The principal  market on which the Company's  common stock is traded is the
New York Stock  Exchange.  The number of record holders of the Company's  common
stock as of June 30, 1999 was 48,084.

     Information  required by this Item concerning sales prices of the Company's
common  stock and the  frequency  and amount of  dividends is in "Note 12 of the
Notes to Consolidated Financial Statements," on page F-27 included herein.

ITEM  6:  SELECTED FINANCIAL DATA

     The information required by this Item is on page F-1 included herein.


ITEM  7:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     The information  required by this Item is on page F-2 included herein.

                                       8
<PAGE>

ITEM  7A:  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The Company has entered into  interest  rate swap  agreements to reduce the
impact  of  changes  in  rental  payments  on  retail  locations,   distribution
facilities and  manufacturing  facilities that have a lease term of 25 years and
whose primary rent expense  fluctuates  with the commercial  paper (CP) interest
rate.  At June 30, 1999,  the Company had  outstanding  four  interest rate swap
agreements,  having a notional  principal  amount of $50.0 million each, with an
investment bank. These agreements  effectively  change the Company's exposure on
its leased real estate with floating  rental  payments to fixed rental  payments
based on a 7.19% interest rate. The interest rate swap agreements mature on June
30, 2004,  2005,  2006 and 2007.  The counter party to these  interest rate swap
agreements  exposes the  Company to credit loss in the event of  nonperformance.
However, the Company does not anticipate nonperformance by the counter party.

     Since current  short-term  interest  rates at June 30,  1999 are below the
7.19% rate of these contracts,  the estimated  negative value of these swaps was
approximately $7.9 million.

     The table below presents  notional  amounts and weighted  average  interest
rates by contractual maturity dates.  Notional amounts are used to calculate the
contractual  payments to be  exchanged  under the  contracts.  Weighted  average
variable  receive rates are based on implied forward rates in the yield curve at
the reporting date.
<TABLE>
<CAPTION>

                                                     Expected Maturity Dates
                                                                           There-
                                 2000    2001    2002    2003    2004      after    Total
                                 ----    ----    ----    ----    ----    --------   -----
                                                      Amounts in millions
<S>                              <C>     <C>     <C>     <C>      <C>       <C>     <C>
Interest Rate Swaps
    Variable to Fixed          $    -       -       -       -        -       200      200
    Average Pay Rate           % 7.19    7.19    7.19    7.19     7.19      7.07     7.08
    Average Receive Rate       % 5.90    6.10    6.25    6.39     6.49      6.63     6.51
</TABLE>



ITEM  8:  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

     Financial  statements and supplemental  data are set forth in the "Index to
Consolidated  Financial Statements,  Supporting Schedules and Supplemental Data"
on page 16 included herein.

ITEM  9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE


     There have been no  disagreements  on accounting  and financial  disclosure
between  the  Company and its  auditors  within the 24 months  prior to June 30,
1999.

                                       9
<PAGE>
                                    PART III

ITEM 10:  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

ITEM 11:  EXECUTIVE COMPENSATION

ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by these Items is incorporated herein by reference
to the Company's  definitive  proxy statement to be filed in connection with its
1999 Annual Meeting of Shareholders.

                                     PART IV

ITEM 14:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)    Financial Statements and Financial Statement Schedules:

                (1)      Financial Statements:

                         See  "Index  to  Consolidated   Financial   Statements,
                         Supporting  Schedules and Supplemental Data" on page 16
                         included herein.

                (2)      Financial Statement Schedules:

                         See  "Index  to  Consolidated   Financial   Statements,
                         Supporting  Schedules and Supplemental Data" on page 16
                         included herein.

                (3)      Exhibits:

                         Certain of the following exhibits which have heretofore
                         been filed with the Securities and Exchange  Commission
                         under  the  Securities  Act of 1933  or the  Securities
                         Exchange Act of 1934 and which are  designated in prior
                         filings  as noted  below,  are hereby  incorporated  by
                         reference and made a part hereof:

                                       10
<PAGE>


ITEM 14:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K,
          continued
<TABLE>
<CAPTION>

Exhibit
Number                  Description of Exhibit                  Incorporated by Reference From
<S>            <C>                                              <C>

3.1            Restated  Articles  of  Incorporation  as        Previously   filed   as   Exhibit   3.1  to   Form
               filed  with  the  Secretary  of  State of        10-K  for the year  ended  June  30,  1993,  which
               Florida.                                         Exhibit is herein incorporated by reference.

3.1.1          Amendment  adopted  October 7,  1992,  to        Previously  filed as  Exhibit  3.1.1 to Form  10-K
               Restated Articles of Incorporation.              for the year ended June 30,  1993,  which  Exhibit
                                                                is herein incorporated by reference.

3.1.2          Amendment  adopted  October 5,  1994,  to        Previously  filed as  Exhibit  3.1.2 to Form  10-Q
               Restated Articles of Incorporation.              for the  quarter  ended  January 11,  1995,  which
                                                                Exhibit is herein incorporated by reference.

3.1.3          Amendment  adopted  October 1,  1997,  to        Previously  filed as  Exhibit  3.1.3 to Form  10-Q
               Restated Articles of Incorporation.              for the quarter ended  September  17, 1997,  which
                                                                Exhibit is herein incorporated by reference.

3.2            Restated  By-Laws  of the  Registrant  as        Previously  filed  as  Exhibit  3.2 to  Form  10-K
               amended through June 21, 1995.                   for the year ended June 28,  1995,  which  Exhibit
                                                                is herein incorporated by reference.

9.1            Agreement  of   Shareholders  of  D.D.I.,        Previously  filed  as  Exhibit  9.1 to  Form  10-K
               Inc. (formerly Vadis  Investments,  Inc.)        for the year ended June 30,  1993,  which  Exhibit
               dated April 19, 1989.                            is herein incorporated by reference.

10.1           Annual  Officer  Incentive   Compensation        Previously  filed as Exhibit 10.1 to Form 10-Q for
               Plan, effective   June 15, 1998.                 the  quarter  ended  September  16,  1998,   which
                                                                Exhibit is herein incorporated by reference.
</TABLE>


                                       11
<PAGE>


ITEM 14:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K,
               continued
<TABLE>
<CAPTION>

Exhibit
Number                  Description of Exhibit                 Incorporated by Reference From
<S>            <C>                                             <C>

10.2           Long-term Officer Incentive  Compensation       Previously  filed as Exhibit 10.3 to Form 10-K for
               Plan as amended, effective June 27, 1991.       the year ended  June 30,  1993,  which  Exhibit is
                                                               herein incorporated by reference.

10.2.1         Restricted    Stock    Plan,    effective       Previously  filed as  Exhibit  10.2.1 to Form 10-Q
               June 29, 1995.                                  for the  quarter  ended  January 10,  1996,  which
                                                               Exhibit is herein incorporated by reference.

10.2.2         Performance-Based  Restricted  Stock Plan       Previously  filed as Exhibit 10.2 to Form 10-Q for
               effective June 15, 1998.                        the  quarter  ended  September  16,  1998,   which
                                                               Exhibit is herein incorporated by reference.

10.3           Key    Employee    Stock    Option   Plan       Previously  filed as Exhibit 10.3 to Form 10-Q for
               effective  January 24, 1990  as amended         the  quarter  ended  September  16,  1998,   which
               effective June 15, 1998.                        Exhibit is herein incorporated by reference.

10.4           Supplemental  Retirement  Plan dated July       Previously  filed as Exhibit 10.6 to Form 10-K for
               1, 1994.                                        the year ended  June 29,  1994,  which  Exhibit is
                                                               herein incorporated by reference.

10.5           Management  Security  Plan as amended and       Previously  filed as Exhibit 10.5 to Form 10-K for
               restated effective June 30, 1982.               the year ended  June 26,  1996,  which  Exhibit is
                                                               herein incorporated by reference.

10.5.1         Amendment   effective  May  1,  1992,  to       Previously  filed as  Exhibit  10.5.1 to Form 10-K
               Management Security Plan.                       for the year ended June 26,  1996,  which  Exhibit
                                                               is herein incorporated by reference.

</TABLE>




                                       12
<PAGE>


ITEM 14:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K,
          continued
<TABLE>
<CAPTION>

Exhibit
Number                   Description of Exhibit                          Incorporated by Reference From
<S>             <C>                                            <C>

10.6            Senior  Corporate  Officer's  Management       Previously  filed as Exhibit 10.6 to Form 10-K for
                Security  Plan as amended  and  restated       the year ended  June 26,  1996,  which  Exhibit is
                effective June 30, 1982.                       herein incorporated by reference.

10.6.1          Amendment  effective May 1, 1992, to           Previously filed as Exhibit 10.6.1 to Form 10-K
                Senior  Corporate  Officer's  Management       for the year ended June 26, 1996,  which Exhibit
                Security  Plan.                                is herein incorporated by reference.

21.1            Subsidiaries of Winn-Dixie Stores, Inc.

23.1            Consent of KPMG LLP.

</TABLE>

(b) Reports on Form 8-K:

               During the fourth  quarter ended June 30, 1999, the Company filed
               a current  report on Form 8-K dated June 2, 1999  reporting  that
               James  Kufeldt   announced  his   resignation   as  President  of
               Winn-Dixie  Stores,  Inc.,  effective  upon the  election  of his
               successor.

                                       13
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                                      WINN-DIXIE STORES, INC.
                                        By       /s/        A. DANO DAVIS
                                                      -----------------------
                                                      A. Dano Davis, Chairman


                                        Date             August 10, 1999
                                                      -----------------------

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934 this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


 /s/    A. DANO DAVIS       Chairman (Principal                 August 10, 1999
    ---------------------
       (A. Dano Davis)      Executive Officer) and Director


/s/     JAMES KUFELDT       President and Director              August 10, 1999
   ----------------------
       (James Kufeldt)


/s/   RICHARD P. MCCOOK     Financial Vice President            August 10, 1999
   -----------------------
     (Richard P. McCook)    (Principal Financial Officer)


/s/   DAVID H. BRAGIN       Treasurer                           August 10, 1999
   ------------------------
     (David H. Bragin)      (Principal Accounting Officer)


/s/   ROBERT D. DAVIS       Director                            August 10, 1999
   ------------------------
     (Robert D. Davis)




                                       14
<PAGE>


SIGNATURES, continued



/s/  T. WAYNE DAVIS        Director                             August 10, 1999
   ----------------------
    (T. Wayne Davis)


/s/ CHARLES H. MCKELLAR    Director                             August 10, 1999
   ----------------------
   (Charles H. McKellar)


/s/  RADFORD D. LOVETT     Director                             August 10, 1999
   -----------------------
    (Radford D. Lovett)


/s/  CHARLES P. STEPHENS   Director                             August 10, 1999
   -----------------------
    (Charles P. Stephens)



                            Director                            August 10, 1999
    ----------------------
     (Armando M. Codina)



/s/    DAVID F. MILLER      Director                            August 10, 1999
   ------------------------
      (David F. Miller)


/s/   CARLETON T. RIDER     Director                            August 10, 1999
   ------------------------
     (Carleton T. Rider)


/s/    JULIA B. NORTH       Director                            August 10, 1999
   ------------------------
      (Julia B. North)



                                       15
<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS,
                   SUPPORTING SCHEDULES AND SUPPLEMENTAL DATA



Selected Financial Data                                                      F-1

Management's Discussion and Analysis of Financial Condition and Results
         of  Operations                                                      F-2

Consolidated Financial Statements and Supplemental Data:

         Independent Auditors' Report                                        F-6

         Report of Management                                                F-7

         Consolidated Statements of Earnings, Years ended
           June 30, 1999, June 24, 1998 and June 25, 1997                    F-8

         Consolidated Balance Sheets, June 30, 1999 and June 24, 1998        F-9

         Consolidated Statements of Cash Flows, Years ended
           June 30, 1999, June 24, 1998 and June 25, 1997                   F-10

         Consolidated Statements of Shareholders' Equity, Years ended
           June 30, 1999, June 24, 1998 and June 25, 1997                   F-11

         Notes to Consolidated Financial Statements                         F-12

Financial Statement Schedules:

         Independent Auditors' Report on Financial Statement Schedule        S-1

         II       Consolidated Valuation and Qualifying Accounts, Years ended
                  June 30, 1999, June 24, 1998 and June 25, 1997             S-2


All other  schedules  are omitted  either  because  they are not  applicable  or
because  information  required  therein is shown in the Financial  Statements or
Notes thereto.


<PAGE>


<TABLE>
<CAPTION>

                             SELECTED FINANCIAL DATA
                                                                  1999*        1998       1997       1996     1995
                                                                    Dollars in millions except per share data
<S>                                                          <C> <C>        <C>        <C>        <C>       <C>
Sales
   Net sales...........................................      $   14,137     13,617     13,219     12,955    11,788
   Percent increase....................................             3.8        3.0        2.0        9.9       6.4
   Average annual sales per store......................      $     11.9       11.7       11.3       11.0      10.0
Earnings Summary
   Gross profit........................................      $    3,801      3,624      3,316      3,093     2,723
     Percent of sales..................................            26.9       26.6       25.1       23.9      23.1
   LIFO charge (credit)................................      $        4        (12)         3         10         7
   Operating and administrative expenses...............      $    3,594      3,375      3,094      2,803     2,462
     Percent of sales..................................            25.4       24.8       23.4       21.6      20.9
   Net earnings........................................      $      182        199        204        256       232
     Basic earnings per share..........................      $     1.23       1.34       1.36       1.69      1.55
     Diluted earnings per share........................      $     1.23       1.33       1.36       1.68      1.55
   Percent of net earnings to sales....................             1.3        1.5        1.5        2.0       2.0
   Percent of net earnings to average equity...........            13.1       14.7       15.3       19.9      20.3
EBITDA ................................................      $    618.5      676.7      632.8      656.9     569.3
EBITDAR  ..............................................      $    961.4      985.9      911.6      914.9     791.5
Dividends
   Dividends paid......................................      $    151.2      150.9      144.2      134.0     116.5
   Percent of net earnings.............................            82.9       76.0       70.5       52.4      50.2
   Per share (present rate $1.02)......................      $     1.02       1.02        .96       .885       .78
Common Stock (WIN)
   Total shares outstanding (000,000)..................           148.6      148.5      148.9      151.7     151.1
     NYSE - Stock price range
     Common   - High...................................      $    52.19      59.25      42.38      38.38     28.94
                Low....................................      $    28.63      33.69      29.88      28.06     21.32
Financial Data
   Cash flow information:
     Net cash provided by operating activities.........      $    436.4      464.5      413.9      556.9     414.2
     Net cash used in investing activities.............      $    335.1      325.9      477.7      387.9     379.3
     Net cash provided by (used in) financing activities     $   (100.0)    (129.2)      45.7     (167.3)    (35.9)
   Capital expenditures, net...........................      $    345.7      369.6      423.1      362.0     371.6
   Depreciation and amortization.......................      $    292.4      330.4      291.2      248.3     200.9
   Working capital.....................................      $    250.7      228.6      195.4      388.7     414.9
   Current ratio.......................................             1.2        1.2        1.1        1.4       1.4
   Total assets........................................      $    3,149      3,069      2,921      2,649     2,472
   Obligations under capital leases....................      $       38         49         54         61        78
   Comprehensive income................................      $    182.6      199.4      206.4          -         -
   Shareholders' equity................................      $    1,411      1,369      1,337      1,342     1,231
   Book value per share................................      $     9.50       9.22       8.98       8.85      8.14
Stores
   In operation at year-end............................           1,188      1,168      1,174      1,178     1,175
   Opened and acquired during year.....................              79         84         83         61       108
   Closed or sold during year..........................              59         90         87         58        92
   Enlarged or remodeled during year...................              64        136         79        128        86
   New/enlarged/remodeled in last five years...........             908        912        805        743       654
     Percent to total stores in operation..............            76.4       78.1       68.6       63.1      55.7
   Year-end retail square footage (000,000)............            52.0       49.6       47.8       45.7      43.8
   Average store size at year-end (000)................            43.7       42.4       40.7       38.8      37.3
Other Year-end Data
   Associates (000)....................................             132        139        136        126       123
   Shareholder accounts (000)..........................            48.1       52.0       55.2       56.3      44.8
   Shareholders per store..............................              40         45         47         48        38
Taxes
   Federal, state and local............................      $      308        302        285        288       261
   Per diluted share...................................      $     2.07       2.03       1.90       1.89      1.74
</TABLE>

                                      F-1
<PAGE>


                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

Results of Operations

     Sales for fiscal  1999,  a 53 week year,  were $14.1  billion,  compared to
$13.6  billion  and  $13.2  billion  for the 52 week  years  of 1998  and  1997,
respectively. This reflects a 3.8%, 3.0% and 2.0% increase in sales per year for
1999, 1998 and 1997, respectively.  Average store sales increased 2.1%, 3.0% and
1.8% for each of the last  three  fiscal  years,  while  identical  store  sales
decreased 0.9%, 0.3% and 0.9% for 1999, 1998 and 1997,  respectively.  Sales for
the 13 week fourth  quarter of 1999 were $3.5 billion,  compared to $3.3 billion
and $3.1 billion for the 12 week fourth quarter of 1998 and 1997,  respectively.
For the fourth quarter,  average store sales  decreased 1.9% in 1999,  increased
7.0% in 1998 and increased  1.2% in 1997.  Identical  store sales for the fourth
quarter  decreased  3.9% in 1999,  increased  3.1% in 1998 and decreased 1.8% in
1997.

     In fiscal year 1999,  the Company  continued to increase its average  store
size by opening and acquiring 79 stores, averaging 51,100 square feet, enlarging
or remodeling 64 stores and closing 59 smaller stores,  averaging  33,600 square
feet.

     As a percent of sales,  gross profit margins were 26.9%, 26.6% and 25.1% in
fiscal 1999, 1998 and 1997,  respectively.  Operating  margins  improved with an
increase in the number of larger stores,  added service departments and improved
pricing.  Gross profit  increased  $1.2  million in the fourth  quarter and $3.5
million  for the year due to the  change in  depreciable  lives as noted  below.
During the second  quarter of fiscal  1999,  the  Company  voluntarily  recalled
certain  franks and  sliced  luncheon  meats  manufactured  by its  wholly-owned
subsidiary,  Dixie  Packers,  Inc.  As a  result  of this  recall,  year-to-date
operating  margins were  negatively  impacted by  approximately  $20.0  million.
Approximately  86% of the  Company's  inventories  are  valued  under  the  LIFO
(last-in,  first-out)  method.  The  LIFO  calculations  resulted  in a  pre-tax
decrease in gross profit of $4.4 million in 1999,  an increase of $12.1  million
in 1998 and a decrease of $2.7 million in 1997.

     Operating and administrative  expenses,  as a percent of sales, were 25.4%,
24.8% and 23.4% in fiscal 1999, 1998 and 1997,  respectively.  Our expenses were
impacted  by  increased  training  costs  associated  with our  emphasis  toward
increased  customer  service,  occupancy  costs  and our  "While  You're  at the
Marketplace"  marketing campaign.  During the second quarter of fiscal 1999, the
Company  increased the estimated  useful lives used to compute  depreciation for
certain assets,  principally store equipment (5 to 8 years) and leaseholds (8 to
15 years). Store equipment and leaseholds  associated with larger,  full-service
store  formats  are  expected  to have a longer  life  because  of the  types of
equipment and the expected  timing of store  remodels.  In addition,  the change
resulted in useful lives more consistent with the predominant industry practices
for these  types of assets.  The change  has been  accounted  for as a change in
estimate and resulted in a reduction in operating and administrative expenses of
$15.7  million for the 13 weeks ended June 30, 1999 and $45.8 million for the 53
weeks ended June 30, 1999.

                                      F-2
<PAGE>


Results of Operations, continued

     Cash discounts and other income amounted to $118.9 million,  $115.4 million
and $119.4 million in 1999, 1998 and 1997, respectively.

     Interest expense totaled $29.6 million,  $28.5 million and $22.1 million in
fiscal 1999, 1998 and 1997, respectively.  Interest expense primarily reflects a
computation of interest on capital lease obligations and short-term  borrowings.
The 1999  and  1998  increase  in  interest  expense  is due to an  increase  in
short-term borrowings.

     Earnings before income taxes were $296.5 million, $317.8 million and $319.4
million in fiscal 1999, 1998 and 1997, respectively.  The 1999 and 1998 decrease
in pre-tax earnings is primarily a result of the increase in operating  expenses
as previously  mentioned.  The effective income tax rates were 38.5%,  37.5% and
36.0% for fiscal  1999,  1998 and 1997,  respectively.  The  effective  tax rate
during  fiscal  1998 and 1997  reflects a change  made by the  Health  Insurance
Portability  and  Accountability  Act of 1996  whereby  certain  deductions  for
interest  relating to indebtedness  with respect to certain Corporate Owned Life
Insurance (COLI) policies are being phased out over a three-year period.

     Net earnings  amounted to $182.3  million,  or $1.23 per diluted  share for
1999, $198.6 million, or $1.33 per diluted share for 1998 and $204.4 million, or
$1.36 per diluted share for 1997. The LIFO  calculations  decreased net earnings
by $2.7 million,  or $.02 per diluted  share in 1999,  increased net earnings by
$7.4  million,  or $0.05 per diluted share in 1998 and decreased net earnings by
$1.6 million, or $0.01 per diluted share in 1997.

Liquidity and Capital Resources

     The  Company's  financial  condition  remains sound and strong at year end.
Cash and cash  equivalents  amounted to $24.7  million,  $23.6 million and $14.1
million  at the end of fiscal  years  1999,  1998 and 1997,  respectively.  Cash
provided by  operating  activities  amounted to $436.4  million in 1999,  $464.5
million in 1998 and $413.9 million in 1997.

     Net capital expenditures totaled $345.7 million,  $369.6 million and $423.1
million in fiscal 1999, 1998 and 1997, respectively. These expenditures were for
new store locations,  store  enlargements and remodelings,  and the expansion of
warehouse  facilities.  Total capital  investment in Company  retail and support
facilities,  including  operating  leases,  is estimated to be $800.0 million in
fiscal 1999 and projected to be $500.0  million in fiscal 2000.  The Company has
no material  construction  or purchase  commitments  outstanding  as of June 30,
1999.

     Working capital amounted to $250.7 million and $228.6 million at the end of
fiscal  years  1999 and 1998,  respectively.  Inventories  on a FIFO  (first-in,
first-out) basis increased $24.6 million in 1999 and $143.6 million in 1998.

                                      F-3
<PAGE>


Liquidity and Capital Resources, continued

     The Company has an authorized $500.0 million  commercial paper program.  In
support of this program,  or as an independent source of funds, the Company also
has $482.0  million of  short-term  lines of credit.  These  lines of credit are
available  at any time  during the year and are  renewable  on an annual  basis.
There was $300.0  million in commercial  paper  outstanding  at the end of 1999,
compared to $420.0 million in commercial  paper  outstanding at the end of 1998.
The average interest rate on the commercial  paper  outstanding on June 30, 1999
was 5.4%, compared to 5.6% on June 24, 1998.  Short-term  borrowings against our
bank lines of credit were $165.0 million as of June 30, 1999 as compared to none
on June 24,  1998.  The  interest  rate on the bank  lines of credit on June 30,
1999, was 5.5%. The carrying amount of short-term  borrowings  approximates fair
value because of their short-term maturity.  As such, the Company is not exposed
to  a  significant  amount  of  interest  rate  risk.  Excluding  capital  lease
obligations,  the Company had no outstanding  long-term debt as of June 30, 1999
or June 24, 1998.

     The Company's cash flow from operations and available credit facilities are
considered  adequate to fund both the short-term and long-term  capital needs of
the Company.  The Company continually  evaluates its strategy to provide for its
short-term and long-term borrowing needs.

     The Company is a party to various proceedings arising under federal,  state
and local regulations  protecting the environment.  Management is of the opinion
that any liability that might result from any such  proceedings  will not have a
material  adverse  effect on the  Company's  financial  condition  or results of
operations.

Impact of Inflation

     Winn-Dixie's primary costs,  inventory and labor,  increase with inflation.
Recovery of these costs has to come from improved operating efficiencies, and to
the extent permitted by our competition, through improved gross profit margins.


Year 2000 Compliance

     In 1996,  the  Company  created  a Year  2000  Project  Office  to  address
potential problems within the Company's operations,  which could result from the
century  change in the Year  2000.  The  Project  Office was  authorized  by the
Company's Executive Committee,  is staffed primarily with representatives of the
Company's  Corporate  Information  Systems  Department,  and has  access  to key
associates in all areas of the  Company's  operations.  The Project  Office also
uses outside consultants on an as-needed basis.

                                   F-4
<PAGE>


Year 2000 Compliance, continued

     To address the Year 2000  issues,  the Project  Office is  identifying  all
computer-based systems and applications  (including embedded systems) that might
not be Year 2000 compliant;  determining what revisions or replacements would be
necessary to achieve  compliance and prioritizing and implementing the revisions
or  replacements;  conducting tests necessary to verify that the revised systems
are  operational;  and  transitioning  the  compliant  systems into the everyday
operations  of  the  Company.   Management   believes  that  these  actions  are
approximately eighty-five percent (85%) complete.  Winn-Dixie estimates that all
critical  systems will be  compliant  with the century  change by September  30,
1999.

     The Company has budgeted  approximately  $26.3  million to address the Year
2000  issues,  which  includes the  estimated  costs of all  modifications,  the
salaries  of  associates  and the fees of  consultants  addressing  the  issues.
Approximately  $22.9 million of this amount had been  expended  through June 30,
1999.

     As  a  part  of  the  Year  2000  review,  the  Company  is  examining  its
relationships  with  certain  key  outside  vendors  and others with whom it has
significant  business  relationships  to determine to the extent  practical  the
degree of such  parties'  Year 2000  compliance  and to develop  strategies  for
working  with them  through the  century  change.  The  Company  does not have a
relationship with any third-party  vendor which is material to the operations of
the Company and,  therefore,  believes  that the failure of any such party to be
Year 2000 compliant would not have a material adverse effect on the Company.

     Should the  Company or a third  party  with whom the  Company  deals have a
systems  failure due to the century change,  the Company  believes that the most
significant  impact would likely be the inability to timely deliver inventory to
a group of stores or to  electronically  process  sales to the customer at store
level.  While the Company does not expect any such impact to be material,  it is
developing  contingency  plans for alternative  methods of product  delivery and
transaction  processing  and  estimates  that such  plans will be  finalized  by
September 30, 1999.


Cautionary Statement Regarding Forward-Looking Information and Statements

     This  Annual  Report  on  Form  10-K  contains  certain   information  that
constitutes  "forward-looking  statements"  within the  meaning  of the  Private
Securities Litigation Reform Act, which involves risks and uncertainties. Actual
results may differ materially from the results described in the  forward-looking
statements.  When  used in this  document,  the  words,  "estimate,"  "project,"
"intend,"  "believe,"  and  other  similar  expressions,  as they  relate to the
Company,  are  intended  to  identify  such  forward-looking   statements.  Such
statements  reflect the current  views of the Company and are subject to certain
risks  and  uncertainties  that  include,   but  are  not  limited  to,  growth,
competition,  inflation,  pricing and margin  pressures,  law and taxes.  Please
refer to  discussions of these and other factors in this Annual Report and other
Company  filings  with the  Securities  and  Exchange  Commission.  The  Company
disclaims  any intent or  obligation to update  publicly  these  forward-looking
statements, whether as a result of new information, future events or otherwise.

                                      F-5
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The Shareholders and the Board of Directors
Winn-Dixie Stores, Inc.:

     We have audited the accompanying  consolidated balance sheets of Winn-Dixie
Stores,  Inc. and  subsidiaries  as of June 30, 1999 and June 24, 1998,  and the
related  consolidated  statements of earnings,  shareholders'  equity,  and cash
flows for each of the years in the three-year  period ended June 30, 1999. These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material  respects,  the financial position of Winn-Dixie
Stores,  Inc.  and  subsidiaries  at June 30,  1999 and June 24,  1998,  and the
results  of their  operations  and their cash flows for each of the years in the
three-year  period ended June 30, 1999, in conformity  with  generally  accepted
accounting principles.




                                                             KPMG LLP


Jacksonville, Florida
August 2, 1999


                                      F-6
<PAGE>


                              REPORT OF MANAGEMENT


     The Company is responsible for the  preparation,  integrity and objectivity
of the consolidated  financial  statements and related information  appearing in
the Annual Report. The consolidated  financial  statements have been prepared in
conformity with generally accepted accounting principles applied on a consistent
basis and include  amounts that are based on  management's  best  estimates  and
judgments.

     Management  is also  responsible  for  maintaining  a  system  of  internal
controls that provides reasonable assurance that the accounting records properly
reflect the  transactions  of the Company,  that assets are safeguarded and that
the consolidated  financial statements present fairly the financial position and
operating results. As part of the Company's  controls,  the internal audit staff
conducts examinations in each of the divisional operations of the Company.

     The Audit Committee of the Board of Directors, composed entirely of outside
directors,  meets  periodically to review the results of audit reports and other
accounting and financial reporting matters with the independent certified public
accountants and the internal auditors.




            A. Dano Davis                              Richard P. McCook
         Chairman of the Board                      Financial Vice President
      and Principal Executive Officer           and Principal Financial Officer



                                      F-7
<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
           Years ended June 30, 1999, June 24, 1998 and June 25, 1997

<TABLE>
<CAPTION>

                                                                      1999*             1998              1997
                                                                  ---------------   --------------   ---------------
                                                                       Amounts in thousands except per share data
<S>                                                             <C>   <C>              <C>               <C>

Net sales.....................................................  $     14,136,503       13,617,485        13,218,715
Cost of sales, including warehousing and delivery expense.....        10,335,590        9,993,568         9,902,862
                                                                  ---------------   --------------   ---------------
   Gross profit on sales......................................         3,800,913        3,623,917         3,315,853
Operating and administrative expenses.........................         3,593,651        3,374,905         3,093,767
Consolidation and distribution facility closing charge........                 -           18,080                 -
                                                                  ---------------   --------------   ---------------
   Operating income...........................................           207,262          230,932           222,086
Cash discounts and other income, net..........................           118,866          115,395           119,435
                                                                  ---------------   --------------   ---------------
                                                                         326,128          346,327           341,521
                                                                  ---------------   --------------   ---------------
Interest:
   Interest on capital lease obligations......................             5,152            6,528             7,055
   Other interest.............................................            24,496           22,007            15,024
                                                                  ---------------   --------------   ---------------
     Total interest...........................................            29,648           28,535            22,079
                                                                  ---------------   --------------   ---------------
Earnings before income taxes..................................           296,480          317,792           319,442
Income taxes..................................................           114,145          119,172           114,999
                                                                  ---------------   --------------   ---------------
Net earnings..................................................  $        182,335          198,620           204,443
                                                                  ===============   ==============   ===============
Basic earnings per share......................................  $           1.23             1.34              1.36
                                                                  ===============   ==============   ===============
Diluted earnings per share....................................  $           1.23             1.33              1.36
                                                                  ===============   ==============   ===============
</TABLE>

*  53 Weeks
See accompanying notes to consolidated financial statements.


                                   F-8
<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                         June 30, 1999 and June 24, 1998
<TABLE>
<CAPTION>


                                                                                        1999              1998
                                                                                    --------------   ---------------
                                                                                         Amounts in thousands
<S>                                                                              <C>    <C>               <C>
Assets
Current Assets:
   Cash and cash equivalents.................................................    $         24,746            23,566
   Trade and other receivables, less allowance for doubtful items of
     $3,615,000  ($2,623,000 in 1998)........................................             188,314           146,166
   Merchandise inventories at lower of cost or market less LIFO reserve
     of $217,274,000  ($212,869,000 in 1998).................................           1,425,098         1,404,917
   Prepaid expenses..........................................................             159,832           161,141
                                                                                    --------------   ---------------
     Total current assets....................................................           1,797,990         1,735,790
                                                                                    --------------   ---------------

Investments and other assets:
   Cash surrender value of life insurance, net...............................              24,072            38,789
   Other assets..............................................................             104,452           101,661
                                                                                    --------------   ---------------
     Total investments and other assets......................................             128,524           140,450
                                                                                    --------------   ---------------
Deferred income taxes........................................................                   -            22,626
Net property, plant and equipment............................................           1,222,633         1,169,848
                                                                                    --------------   ---------------
                                                                                 $      3,149,147         3,068,714
                                                                                    ==============   ===============

Liabilities and Shareholders' Equity
Current Liabilities:
   Accounts payable..........................................................    $        662,172           660,539
   Short-term borrowings.....................................................             465,000           420,000
   Reserve for insurance claims and self-insurance...........................              75,461            71,779
   Accrued wages and salaries................................................             108,826           107,590
   Accrued rent..............................................................              99,734            96,987
   Accrued expenses..........................................................             122,641           135,287
   Current obligations under capital leases..................................               2,751             2,908
   Income taxes..............................................................              10,739            12,119
                                                                                    --------------   ---------------
     Total current liabilities...............................................           1,547,324         1,507,209
                                                                                    --------------   ---------------
Obligations under capital leases.............................................              38,493            48,580
Defined benefit plan.........................................................              41,234            37,102
Reserve for insurance claims and self-insurance..............................              92,256            93,514
Other liabilities............................................................              18,761            13,426
                                                                                    --------------   ---------------
Shareholders' equity:
   Common stock of $1 par value.  Authorized 400,000,000 shares; issued
     148,576,865 shares in 1999 and 148,530,736 shares in 1998...............             148,577           148,531
   Retained earnings.........................................................           1,259,597         1,220,679
   Accumulated other comprehensive income....................................               3,069             2,760
    Associates' stock loans..................................................                (164)           (3,087)
                                                                                    --------------   ---------------
     Total shareholders' equity..............................................           1,411,079         1,368,883
                                                                                    --------------   ---------------
Commitments and contingent liabilities (Notes 6, 8, 9 and 13)
                                                                                 $      3,149,147         3,068,714
                                                                                    ==============   ===============
</TABLE>
See accompanying notes to consolidated financial statements.

                                      F-9
<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
           Years ended June 30, 1999, June 24, 1998 and June 25, 1997
<TABLE>
<CAPTION>

                                                                         1999*           1998            1997
                                                                     -------------   -------------   -------------
                                                                                 Amounts in thousands
<S>                                                               <C>     <C>             <C>             <C>
Cash flows from operating activities:
   Net earnings.................................................  $       182,335         198,620         204,443
   Adjustments to reconcile net earnings to net cash provided
     by operating activities:
       Depreciation and amortization............................          292,414         330,408         291,236
       Deferred income taxes....................................           17,684         (17,040)        (17,988)
       Defined benefit plan.....................................            4,132           3,650           3,919
       Reserve for insurance claims and self-insurance..........            2,424          10,291          (3,967)
       Stock compensation plans.................................            2,459          (1,398)         10,086
       Change in cash from:
         Receivables............................................          (42,148)         29,513         (17,234)
         Merchandise inventories................................          (20,181)       (155,702)        (70,089)
         Prepaid expenses.......................................            8,596           3,813            (314)
         Accounts payable.......................................           (1,191)         56,191           3,914
         Income taxes...........................................           (1,380)        (20,804)         (9,631)
         Other current accrued expenses.........................           (8,783)         26,952          19,533
                                                                     -------------   -------------   -------------
           Net cash provided by operating activities............          436,361         464,494         413,908
                                                                     -------------   -------------   -------------

Cash flows from investing activities:
   Purchases of property, plant and equipment, net..............         (345,723)       (369,636)       (423,105)
   Decrease (increase) in investments and other assets..........           10,582          43,785         (54,548)
                                                                     -------------   -------------   -------------
           Net cash used in investing activities................         (335,141)       (325,851)       (477,653)
                                                                     -------------   -------------   -------------

Cash flows from financing activities:
   Increase in short-term borrowings............................           45,000          40,000         270,000
   Payments on capital lease obligations........................           (2,583)         (2,653)         (2,713)
   Purchase of common stock.....................................           (1,337)        (21,055)        (94,500)
   Proceeds of sales under associates' stock purchase plan......            2,923           8,747          13,111
   Dividends paid...............................................         (151,231)       (150,923)       (144,165)
   Other........................................................            7,188          (3,309)          3,920
                                                                      -------------   -------------   -------------
           Net cash provided by (used in) financing activities..         (100,040)       (129,193)         45,653
                                                                     -------------   -------------   -------------

Increase (decrease) in cash and cash equivalents................            1,180           9,450         (18,092)
Cash and cash equivalents at the beginning of the year..........           23,566          14,116          32,208
                                                                     -------------   -------------   -------------
Cash and cash equivalents at end of the year....................  $        24,746          23,566          14,116
                                                                     =============   =============   =============

Supplemental cash flow information:
   Interest paid................................................  $        21,958          20,316          17,840
   Interest and dividends received..............................  $         1,072           1,449           1,183
   Income taxes paid............................................  $        94,858         152,652         142,684
                                                                     =============   =============   =============
</TABLE>
* 53 Weeks
See accompanying notes to consolidated financial statements.

                                      F-10
<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
           Years ended June 30, 1999, June 24, 1998 and June 25, 1997
<TABLE>
<CAPTION>


                                                                            Accumulated
                                                                               Other         Associates'         Total
                                              Common         Retained      Comprehensive        Stock         Shareholders
                                               Stock         Earnings         Income            Loans            Equity
         (Amounts in thousands)
<S>                                       <C>    <C>           <C>                  <C>            <C>            <C>
                                           -------------- -------------- ------------------ ---------------  ---------------
Balances at June 26, 1996                 $      151,685       1,215,556                 -         (24,945)       1,342,296
                                           -------------- -------------- ------------------ ---------------  ---------------
Comprehensive income:
   Net earnings..........................              -         204,443                 -               -          204,443
   Unrealized gain on securities,
      net of  tax.......................               -               -             1,964               -            1,964
                                           -------------- --------------- ----------------- ---------------  ---------------
   Total comprehensive income............              -         204,443             1,964               -          206,407
Cash dividends, $0.96 per share..........              -        (144,165)                -               -         (144,165)
Common stock issued and stock
   compensation expense..................            135           7,461                 -               -            7,596
Common stock acquired....................         (2,949)        (91,551)                -               -          (94,500)
Stock options exercised..................              5            (745)                -               -             (740)
Associates' stock loans, payments........              -               -                 -          13,111           13,111
Other....................................              -           7,489                 -               -            7,489
                                           -------------- --------------- ----------------- ---------------  ---------------
Balances at June 25, 1997                        148,876       1,198,488             1,964         (11,834)       1,337,494
                                           -------------- --------------- ----------------- ---------------  ---------------

Comprehensive income:
   Net earnings..........................              -         198,620                 -               -          198,620
   Unrealized gain on securities,
      net of tax........................               -               -               796               -             796
                                           -------------- --------------- ----------------- ---------------  ---------------
   Total comprehensive income............              -         198,620               796               -          199,416
Cash dividends, $1.02 per share..........              -        (150,923)                -               -         (150,923)
Common stock issued and stock
   compensation expense..................             76          (1,212)                -               -           (1,136)
Common stock acquired....................           (501)        (20,554)                -               -          (21,055)
Stock options exercised..................             80          (4,999)                -               -           (4,919)
Associates' stock loans, payments........              -               -                 -           8,747            8,747
Other....................................              -           1,259                 -               -            1,259
                                           -------------- --------------- ----------------- ---------------  ---------------
Balances at June 24, 1998                        148,531       1,220,679             2,760          (3,087) $     1,368,883
                                           -------------- --------------- ----------------- ---------------  ---------------


Comprehensive income:
   Net earnings..........................              -         182,335                 -               -          182,335
   Unrealized gain on securities,
      net of tax........................               -               -               309               -              309
                                           -------------- --------------- ----------------- ---------------  ---------------
   Total comprehensive income............              -         182,335               309               -          182,644
Cash dividends, $1.02 per share..........              -        (151,231)                -               -         (151,231)
Common stock issued and stock
   compensation expense..................             33           2,189                 -               -            2,222
Common stock acquired....................            (37)         (1,300)                -               -           (1,337)
Stock options exercised..................             50           1,004                 -               -            1,054
Associates' stock loans, payments........              -               -                 -           2,923            2,923
Other....................................              -           5,921                 -               -            5,921
                                           ============== =============== ================= ===============  ===============
Balances at June 30, 1999                 $      148,577       1,259,597             3,069            (164) $     1,411,079
                                           ============== =============== ================= ===============  ===============
</TABLE>

 See accompanying notes to consolidated financial statements

                                      F-11
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       Summary of Significant Accounting Policies and Other Information

     (a)  Fiscal  Year:  The  fiscal  year ends on the last  Wednesday  in June.
          Fiscal year 1999 is comprised of 53 weeks. Fiscal years ended 1998 and
          1997 comprised 52 weeks.

     (b)  Basis of Consolidation:  The consolidated financial statements include
          the accounts of Winn-Dixie  Stores,  Inc. and its  subsidiaries  which
          operate as a major food  retailer  in  fourteen  states and the Bahama
          Islands.

     (c)  Cash and Cash Equivalents:  Cash equivalents  consist of highly liquid
          investments  with a maturity of three  months or less when  purchased.
          Cash and cash  equivalents  are stated at cost plus accrued  interest,
          which approximates market.

     (d)  Inventories:  Inventories  are  stated at the lower of cost or market.
          The  "dollar  value"  last-in,  first-out  (LIFO)  method  is  used to
          determine  the cost of  approximately  86% of  inventories  consisting
          primarily  of  merchandise  in  stores  and  distribution  warehouses.
          Manufacturing  and  produce  inventories  are  valued  at the lower of
          first-in,  first-out (FIFO) cost or market.  Elements of cost included
          in  manufacturing  inventories  consist of material,  direct labor and
          plant overhead.

     (e)  Marketable  Securities:  Included in investments and other assets were
          $32,466,000  at June 30,  1999,  and  $29,110,000  at June  24,  1998,
          consisting  principally of marketable equity securities categorized as
          available-for-sale. Available-for-sale securities are recorded at fair
          value.  Unrealized  holding  gains and losses,  net of the related tax
          effect,  are  excluded  from  earnings  and  reported  as  a  separate
          component of  shareholders'  equity until  realized.  A decline in the
          fair value of available-for-sale  securities below cost that is deemed
          other  than  temporary  is  charged  to  earnings,  resulting  in  the
          establishment of a new cost basis for the security. Realized gains and
          losses are  included in earnings  and are derived  using the  specific
          identification method for determining the cost of securities sold.

     (f)  Financial Instruments: Interest rate swaps are accounted for under the
          accrual method.  Net interest paid or received on these instruments is
          included in operating and  administrative  expense.  See Note 6(b) for
          additional information on interest rate swap agreements.

     (g)  Income Taxes:  Deferred tax assets and  liabilities are recognized for
          the estimated  future tax  consequences  attributable  to  differences
          between the financial  statement  carrying  amounts of existing assets
          and  liabilities and their  respective tax bases.  Deferred tax assets
          and liabilities are measured using the enacted tax rates in effect for
          the year in which  those  temporary  differences  are  expected  to be
          recovered or settled.

                                      F-12
<PAGE>


1.  Summary of Significant Accounting Policies and Other Information, continued


     (h)  Self-insurance: Self-insurance reserves are established for automobile
          and general liability,  workers'  compensation and property loss costs
          based on claims  filed and claims  incurred but not  reported,  with a
          maximum  per  occurrence  of  $2,000,000  for  automobile  and general
          liability and  $1,000,000  for workers'  compensation.  Self-insurance
          reserves are  established  for property  losses with a maximum  annual
          aggregate of $3,000,000 and a $100,000 per occurrence deductible after
          the aggregate is obtained. The Company is insured for losses in excess
          of these limits.

     (i)  Estimates:  The preparation of financial statements in conformity with
          generally accepted  accounting  principles requires management to make
          estimates and assumptions  that affect the reported  amounts of assets
          and liabilities,  the disclosure of contingent  assets and liabilities
          at the date of the financial  statements  and the reported  amounts of
          revenues and expenses  during the  reporting  period.  Actual  results
          could differ from those estimates.

     (j)  Property,  Plant and  Equipment:  Property,  plant and  equipment  are
          stated at historical cost. Depreciation is provided over the estimated
          useful lives by the straight-line method.  Transportation equipment is
          based  on  lives  varying  from  three  to ten  years.  Warehouse  and
          manufacturing  equipment  is based on lives  varying  from five to ten
          years.  Amortization  of  improvements  to leased premises is provided
          principally by the straight-line method over the periods of the leases
          or the estimated useful lives of the improvements, whichever is less.

          During the second  quarter of fiscal 1999,  the Company  increased the
          estimated  useful  lives  used to  compute  depreciation  for  certain
          assets,  principally  store equipment (5 to 8 years) and leaseholds (8
          to 15 years).  Store equipment and leaseholds  associated with larger,
          full-service  store formats are expected to have a longer life because
          of the types of equipment and the expected  timing of store  remodels.
          In addition,  the change results in useful lives more  consistent with
          the  predominant  industry  practices  for these types of assets.  The
          change has been  accounted for as a change in estimate and resulted in
          an increase  in earnings  before  income tax of $49.3  million  ($30.1
          million after tax, or $0.20 per diluted share) for the year ended June
          30, 1999.

          The Company  reviews its property,  plant and equipment for impairment
          whenever  events or changes in  circumstances  indicate  the  carrying
          value of an asset may not be recoverable.  Recoverability  is measured
          by comparison of the carrying amount to the net cash flows expected to
          be generated by the asset.

                                      F-13
<PAGE>

1.  Summary of Significant Accounting Policies and Other Information, continued


     (k)  Store Opening and Closing  Costs:  The costs of opening new stores and
          closing old stores are charged to earnings in the year incurred.

     (l)  Earnings  Per  Share:  The  Company  adopted  Statement  of  Financial
          Accounting  Standards No. 128 "Earnings Per Share" ("SFAS 128") during
          the second  quarter of fiscal 1998. The adoption of this statement did
          not  materially  affect the  Company's  earnings per share.  All prior
          period  earnings per share  amounts have been restated to conform with
          the provisions of SFAS 128.

          The following  weighted  average number of shares of common stock were
          used in the  calculations for earnings per share. The diluted weighted
          average number of shares  includes the net shares that would be issued
          upon the exercise of stock options using the treasury stock method.

                           1999              1998               1997
                         --------          -------             -------
          Basic        148,309,653       148,504,349         149,820,029
          Diluted      148,680,198       148,866,167         150,231,820

     (m)  Comprehensive  Income: The Company adopted the provisions of Statement
          of Financial  Accounting  Standards No. 130, "Reporting  Comprehensive
          Income" ("SFAS 130"), effective June 25, 1998. SFAS 130 relates to the
          change in the  equity of a business  during a  reporting  period  from
          transactions  of the business.  Comprehensive  income for the year was
          approximately  $182.6  million,  $199.4 million and $206.4 million for
          1999,  1998 and 1997,  respectively.  These  amounts  differ  from net
          income due to changes in the net  unrealized  holding  gains  (losses)
          generated from available-for-sale securities.

     (n)  Stock-Based  Compensation:  The Company follows Statement of Financial
          Accounting Standard No. 123, "Accounting for Stock-Based Compensation"
          ("SFAS  123"),   which  establishes  a  fair  value  based  method  of
          accounting for stock-based compensation plans. (see Note 7).

                                      F-14
<PAGE>


1.  Summary of Significant Accounting Policies and Other Information, continued


     (o)  Business Reporting  Segments:  During fiscal 1999, the Company adopted
          Statement of Financial Accounting Standards No. 131, "Disclosure about
          Segments of an Enterprise and Related  Information" ("SFAS 131"). SFAS
          131 provides for the disclosure of financial information disaggregated
          by the way  management  organizes the segments of the  enterprise  for
          making operating decisions.  Based on the information monitored by the
          Company's  operating  decision  makers to  manage  the  business,  the
          Company has  identified  that its operations are within one reportable
          segment.  Accordingly,  financial  information on industry segments is
          omitted because, apart from the principal business of operating retail
          self-service food stores,  the Company has no other industry segments.
          All sales of the Company are to customers within the United States and
          the Bahama  Islands.  All assets of the Company are located within the
          United States and the Bahama Islands.  Sales and assets related to and
          located in the Bahama Islands represents less than 1% of the Company's
          total sales and assets.

     (p)  New Accounting Pronouncements:  In June 1998, the Financial Accounting
          Standards Board issued Statement of Financial Accounting Standards No.
          133,  "Accounting for Derivative  Instruments and Hedging  Activities"
          ("SFAS 133"). SFAS 133 establishes  accounting and reporting standards
          for derivative  instruments,  including certain derivative instruments
          embedded  in other  contracts,  and  hedging  activities.  The Company
          intends  to adopt SFAS 133 in the first  quarter of fiscal  year 2001.
          The  Company  is  still  determining  how SFAS  133  will  impact  the
          financial statements.

     (q)  Reclassification: Certain prior year amounts have been reclassified to
          conform with the current year's presentation.

                                      F-15
<PAGE>


2.  Accounts Receivable

         Accounts receivable at year-end were as follows:
                                                    1999               1998
                                               --------------    ---------------
                                                        Amount in thousands

         Trade and other receivables......  $         96,984             90,672
         Construction advances............            94,945             58,117
                                               --------------      -------------
                                                     191,929            148,789
         Less: Allowance for doubtful items..          3,615              2,623
                                               --------------      -------------
                                            $        188,314            146,166
                                               ==============      =============

3.  Inventories

         At June 30, 1999, inventories valued by the LIFO method would have been
         $217,274,000 higher ($212,869,000 higher at June 24, 1998) if they were
         stated  at the  lower  of  FIFO  cost or  market.  If the  FIFO  method
         inventory  valuation  had been used,  reported net earnings  would have
         been  $2,691,000,  or $0.02 per diluted  share higher,  $7,411,000,  or
         $0.05 per  diluted  share  lower and  $1,624,000,  or $0.01 per diluted
         share higher in 1999, 1998 and 1997, respectively.

4.  Property, Plant and Equipment

         Property, plant and equipment consists of the following:
<TABLE>
<CAPTION>

                                                                                        1999                 1998
                                                                                    -------------    ---------------
                                                                                          Amounts in thousands
         <S>                                                                     <C>   <C>                <C>

         Land..............................................................      $        11,343             11,343
         Buildings.........................................................               29,134             28,739
         Furniture, fixtures, machinery and equipment......................            2,575,459          2,356,376
         Transportation equipment..........................................              140,715            132,381
         Improvements to leased premises...................................              502,256            457,931
         Construction in progress..........................................               54,878             69,365
                                                                                    -------------    ---------------
                                                                                       3,313,785          3,056,135
         Less:  Accumulated depreciation and amortization..................            2,117,034          1,919,432
                                                                                    -------------    ---------------
                                                                                       1,196,751          1,136,703
         Leased property under capital leases, less accumulated
             amortization of $33,291,000 ($36,568,000 in 1998).............               25,882             33,145
                                                                                    -------------    ---------------
         Net property, plant and equipment.................................      $     1,222,633          1,169,848
                                                                                    =============    ===============
</TABLE>

      The Company had no non-cash additions to leased property for 1999 or 1998.

                                      F-16
<PAGE>


5.       Income Taxes

         The provision for income taxes consisted of:
<TABLE>
<CAPTION>

                                                                        Current         Deferred          Total
                                                                      -------------   --------------   -------------
                                                                                   Amounts in thousands
         <S>                                                       <C>     <C>              <C>            <C>

         1999
                  Federal.....................................     $        79,270           16,110         95,380
                  State.......................................              17,191            1,574         18,765
                                                                      -------------   --------------  -------------
                                                                   $        96,461           17,684        114,145
                                                                      =============   ==============  =============

         1998
                  Federal.....................................     $       115,109          (15,779)        99,330
                  State.......................................              21,103           (1,261)        19,842
                                                                      -------------   --------------  -------------
                                                                   $       136,212          (17,040)       119,172
                                                                      =============   ==============  =============

         1997
                  Federal.....................................     $       115,347          (17,440)        97,907
                  State.......................................              17,640             (548)        17,092
                                                                      -------------   --------------  -------------
                                                                   $       132,987          (17,988)       114,999
                                                                      =============   ==============  =============
</TABLE>

         The following  reconciles the above provision to the Federal  statutory
income tax rate:
<TABLE>
<CAPTION>


                                                                          1999            1998              1997
                                                                       ------------  --------------  --------------
         <S>                                                                  <C>             <C>             <C>

         Federal statutory income tax rate....................                35.0%           35.0%           35.0%
         State and local income taxes, net of federal
            income tax benefits...............................                 4.4             3.8             3.1
         Tax credits..........................................                (0.6)           (0.6)           (0.6)
         Life insurance.......................................                 0.7            (0.2)           (2.1)
         Other, net...........................................                (1.0)           (0.5)            0.6
                                                                       ------------  --------------  --------------
                                                                              38.5%           37.5%           36.0%
                                                                       ============  ==============  ==============
</TABLE>

         The  effective tax rate for 1998 and 1997 reflects a change made by the
         Health  Insurance  Portability and  Accountability  Act of 1996 whereby
         certain  deductions for interest  relating to indebtedness with respect
         to certain  corporate  owned life insurance  (COLI)  policies are being
         phased out over a three-year period.

         In addition to the  provision  for income taxes  presented  above,  the
         Company recorded deferred taxes of $265,000, $551,000 and $1,105,000 in
         fiscal 1999,  1998 and 1997,  respectively,  related to the  unrealized
         gain on marketable securities.

                                      F-17
<PAGE>


5.       Income Taxes, continued

         The tax effects of temporary  differences that give rise to significant
         portions of the deferred tax assets and  deferred  liabilities  at June
         30, 1999, June 24, 1998 and June 25, 1997 are presented below:
<TABLE>
<CAPTION>

                                                                             1999             1998           1997
                                                                          ------------    -------------   ------------
                                                                                     Amounts in thousands
         <S>                                                                  <C>               <C>            <C>
         Deferred tax assets:
            Reserve for insurance claims and self-insurance..........  $       62,429            61,160         57,169
            Reserve for vacant store leases..........................          20,511            20,137         14,521
            Unearned promotional allowance...........................           3,143             6,844         12,520
            Reserve for accrued vacations............................          14,225            14,172         10,145
            State net operating loss carry forwards..................          12,929             9,249          7,410
            Excess of book over tax depreciation.....................          12,196            10,985         11,033
            Excess of book over tax rent expense.....................           1,084             1,058          1,482
            Excess of book over tax retirement expense...............          17,009            14,757         12,565
            Uniform capitalization of inventory......................           9,684             7,796          6,797
            Other, net...............................................          43,213            38,066         31,366
                                                                          ------------    --------------   ------------
              Total gross deferred tax assets........................         196,423           184,224        165,008
              Less:  Valuation allowance.............................          12,401             9,154          7,314
                                                                          ------------    --------------   ------------
              Net deferred tax assets................................         184,022           175,070        157,694
                                                                          ------------    --------------   ------------
         Deferred tax liabilities:
            Excess of tax over book depreciation.....................         (31,098)          (11,958)       (16,312)
            Undistributed earnings of the Bahamas subsidiary.........         (14,347)          (12,616)       (10,680)
            Other comprehensive income...............................          (1,921)           (1,656)        (1,105)
            Other, net...............................................         (26,397)          (20,632)       (17,879)
                                                                          ------------    --------------   ------------
              Total gross deferred tax liabilities...................         (73,763)          (46,862)       (45,976)
                                                                          ------------    --------------   ------------
              Net deferred tax assets................................  $      110,259           128,208        111,718
                                                                          ============    ==============   ============
</TABLE>

         Current deferred income taxes of $112,869,000 and $105,582,000 for 1999
         and  1998,  respectively,  are  included  in  prepaid  expenses  in the
         accompanying  consolidated  balance sheets.  Noncurrent deferred income
         taxes of $689,000 for fiscal 1999 are included in other  liabilities in
         the accompanying consolidated balance sheets.

         The Company  believes the results of future  operations  will  generate
         sufficient taxable income to realize the deferred tax assets.

                                      F-18
<PAGE>


6.  Financing

     (a)  Credit  Arrangements:  The  Company  has  available  a $500.0  million
          commercial  paper  program.  As of June 30,  1999,  there  was  $300.0
          million  outstanding,  compared to $420.0 million  outstanding on June
          24,  1998.  The  average   interest  rate  on  the  commercial   paper
          outstanding on June 30, 1999, was 5.4% as compared to 5.6% on June 24,
          1998. The Company also has short-term  lines of credit totaling $482.0
          million. The lines of credit are available when needed during the year
          and are renewable on an annual  basis.  The Company is not required to
          maintain  compensating bank balances in connection with these lines of
          credit.  Short-term  borrowings  against our bank lines of credit were
          $165.0  million as of June 30,  1999 as  compared  to none on June 24,
          1998.  The interest rate on the bank lines of credit on June 30, 1999,
          was 5.5%. The carrying  amount of short-term  borrowings  approximates
          fair value because of their short-term maturity.  As such, the Company
          is not exposed to a significant amount of interest rate risk.

     (b)  Interest  Rate Swap:  The Company has entered into  interest rate swap
          agreements  to reduce  the impact of  changes  in rental  payments  on
          retail locations, distribution facilities and manufacturing facilities
          that  have a lease  term of 25 years and whose  primary  rent  expense
          fluctuates  with the commercial  paper (CP) interest rate. At June 30,
          1999, the Company had outstanding  four interest rate swap agreements,
          having a notional  principal  amount of $50.0  million  each,  with an
          bank. These agreements  effectively  change the Company's  exposure on
          its leased real estate with floating  rental  payments to fixed rental
          payments  based on a 7.19%  interest  rate.  The  interest  rate  swap
          agreements  mature on June 30, 2004,  2005, 2006 and 2007. The counter
          party to these  interest rate swap  agreements  exposes the Company to
          credit loss in the event of nonperformance.  However, the Company does
          not anticipate nonperformance by the counter party.

          Since current short-term interest rates at June 30, 1999 are below the
          7.19% rate of these contracts,  the estimated  negative value of these
          swaps was approximately $7.9 million.


                                      F-19
<PAGE>

7.  Stock Compensation Plans

         The Company has an employee stock purchase plan,  long-term  incentive
         stock  compensation  plans and a performance  based stock option plan.
         Under SFAS 123,  purchase  discounts for the employee  stock  purchase
         plan,  the fair  value at date of grant  for the  long-term  incentive
         stock  compensation  plans and the performance based stock option plan
         are  charged to  compensation  costs over the  vesting or  performance
         period.

         The per share fair value of the fiscal 1999 and 1997  grants  under the
         performance  based stock option plan were  estimated on the date of the
         grant using the Black-Scholes  option pricing model under the following
         assumptions:  risk-free interest rate of 5.4 % and 7.0%; dividend yield
         of 2.3% and 2.8%;  expected lives of 7 years; and volatility of .30 and
         .225,  respectively.  The per share  fair value of these  options  were
         $14.51 and $9.84, respectively.

         Compensation  costs for these  stock  compensation  plans  resulted  in
         expense of $2.5 million in 1999.  Compensation costs resulted in income
         of $1.4 million in 1998,  primarily due to the reversal of compensation
         expense previously  recognized for restricted shares that did not vest.
         Compensation costs charged against income was $10.1 million in 1997.

     (a)  Stock  Purchase  Plan: The Company has a stock purchase plan in effect
          for  associates.  Under the terms of this Plan,  the Company may grant
          options to purchase  shares of the  Company's  common stock at a price
          not less  than  the  greater  of 85% of the fair  value at the date of
          grant or $1.00.  There are 2,392,626  shares of the  Company's  common
          stock  available  for the grant of  options  under the Plan.  Loans to
          associates for the purchase of the Company's common stock are reported
          in the financial  statements as a reduction of  Shareholders'  Equity,
          rather than as a current asset.  Loans  outstanding  were $164,000 and
          $3,087,000 at June 30, 1999 and June 24, 1998, respectively.

     (b)  Stock  Compensation  Plans: The Company has long-term  incentive stock
          compensation plans. Under these programs the Company issues restricted
          shares  of  the   Company's   common  stock  to  eligible   management
          associates.  Restricted  shares  issued and the weighted  average fair
          value on the grant date are as  follows:  252,097  shares  ($41.12) in
          1999  (44,547  shares  forfeited);  149,743  shares  ($37.25)  in 1998
          (124,195  shares  forfeited);  and  150,338  shares  ($35.21)  in 1997
          (120,318 shares forfeited).  The vesting of these shares is contingent
          upon certain  specified goals being attained over a three year period.

                                      F-20
<PAGE>


7.  Stock Compensation Plans, continued

     (c)  Stock Option Plan: Under the Company's Key Employee Stock Option Plan,
          2,000,000 shares of the Company's common stock were made available for
          grant at an exercise price of no less than the market value at date of
          grant.  Options granted under this performance based stock option plan
          prior to June 1, 1998 are earned  over a two year  period and  options
          granted  after June 1, 1998 are earned after three  years,  if certain
          performance goals are attained.

          Changes in options  under  this plan  during the years  ended June 30,
          1999, June 24, 1998 and June 25, 1997, were as follows:

<TABLE>
<CAPTION>
                                                                                                 Weighted
                                                                                                  Average
                                                                         Number of             Option Price
                                                                           Shares               Per Share
                                                                        -----------         ----------------
         <S>                                                              <C>              <C>        <C>
         Outstanding - June 26, 1996..........................             630,000         $          22.04
         Granted..............................................             237,000         $          34.63
         Exercised............................................            (142,000)        $          21.97
         Forfeited............................................             (22,000)        $          34.63
                                                                        -----------         ----------------
         Outstanding - June 25, 1997..........................             703,000         $          25.90
         Granted..............................................                   -         $              -
         Exercised............................................            (361,000)        $          22.11
         Forfeited............................................             (10,000)        $          34.63
                                                                        -----------         ----------------
         Outstanding - June 24, 1998..........................             332,000         $          29.76
         Granted..............................................             181,277         $          41.51
         Exercised............................................             (50,000)        $          21.06
         Forfeited............................................             (25,842)        $          35.65
                                                                        -----------         ----------------
         Outstanding - June 30, 1999..........................             437,435         $          35.27
                                                                        ===========         ================
         Exercisable  - June 30, 1999.........................              77,000         $          22.44
                                                                        ===========         ================
         Shares available for additional grant................             567,565
                                                                        ===========
</TABLE>

         The  following  table  sets  forth   information   regarding   options
         outstanding at June 30, 1999.
<TABLE>
<CAPTION>

                                                                                                        Weighted
                                                              Weighted                                  Average
                                          Weighted             Average              Number          Exercise Prices
                      Number of            Average         Remaining Life         Currently          For Currently
                       Options         Exercise Price          (Years)           Exercisable          Exercisable
                 ===============       =============        ===============    ==============        ============
<S>                     <C>         <C>                          <C>                  <C>         <C>
                         77,000     $         22.44              1.5                  77,000      $        22.44
                        183,000               34.63              3.5                       -                   -
                        177,435               41.51              5.5                       -                   -
                 ---------------       -------------        ---------------    --------------        ------------
                        437,435     $         35.27              4.0                  77,000      $        22.44
                 ===============       =============        ===============    ==============        ============
</TABLE>
                                      F-21
<PAGE>

8.  Leases

     (a)  Leasing  Arrangements:  There  were  1,454  leases  in effect on store
          locations  and  other  properties  at June 30,  1999.  Of these  1,454
          leases,  30 store leases and 2 warehouse  and  manufacturing  facility
          leases are  classified  as  capital  leases.  Substantially  all store
          leases will expire  during the next twenty years and the warehouse and
          manufacturing  facility leases will expire during the next twenty-five
          years.  However, in the normal course of business, it is expected that
          these   leases  will  be  renewed  or  replaced  by  leases  on  other
          properties.

          The rental payments on  substantially  all store leases are based on a
          minimum rental plus a contingent rental which is based on a percentage
          of the  store's  sales in excess of  stipulated  amounts.  Most of the
          Company's  leases  contain  renewal  options for five-year  periods at
          fixed rentals.

     (b)  Leases: Leased property under capital leases by major classes are:


                                                             1999        1998
                                                             ----        ----
                                                           Amounts in thousands

          Store facilities.............................  $   43,451      53,991
          Warehouses and manufacturing facilities......      15,722      15,722
                                                          ----------  ----------
                                                             59,173      69,713
                  Less: Accumulated amortization.......      33,291      36,568
                                                          ----------  ----------
                                                         $   25,882      33,145
                                                          ==========  ==========

                                      F-22
<PAGE>


8.  Leases, continued


     The following is a schedule by year of future  minimum lease payments under
     capital and  operating  leases,  together with the present value of the net
     minimum lease payments as of June 30, 1999.

                                                        Capital       Operating
                                                        -------       ---------
                                                          Amounts in thousands
     Fiscal Year:
       2000....................................   $       7,824         356,919
       2001....................................           7,829         351,833
       2002....................................           7,890         348,373
       2003....................................           7,890         345,303
       2004....................................           7,284         340,070
       Later years.............................          34,348       3,329,313
                                                     -----------    ------------
         Total minimum lease payments..........          73,065       5,071,811
                                                                    ============

          Less:  Amount representing estimated
                  taxes, maintenance and insurance
                  costs included in total minimum
                  lease payments...............           1,392
                                                     -----------
         Net minimum lease payments............          71,673
         Less:  Amount representing interest...          30,429
                                                     -----------
         Present value of net minimum lease
                     payments..................   $      41,244
                                                     ===========

     Rental payments under operating leases including,  where  applicable,  real
     estate taxes and other expenses are as follows:

                                                 1999        1998        1997
                                                 ----        ----        ----
                                                    Amounts in thousands

     Minimum rentals..................   $     341,296     307,289      276,259
     Contingent rentals...............           1,581       1,869        2,618
                                              ---------   ---------    ---------
                                         $     342,877     309,158      278,877
                                              =========   =========    =========

                                      F-23
<PAGE>


9.  Commitments and Contingent Liabilities

     (a)  Associate Benefit Programs: The Company has noncontributory,  trusteed
          profit  sharing  retirement  programs which are in effect for eligible
          associates  and may be amended or terminated  at any time.  Charges to
          earnings for  contributions  to the programs  amounted to $67,250,000,
          $67,250,000 and $62,250,000 in 1999, 1998 and 1997, respectively.

          In addition to providing  profit sharing  benefits,  the Company makes
          group insurance  available to early retirees from the time they retire
          until age 65 when they qualify for Medicare/Medicaid.  Currently,  the
          early retiree group constitutes 86 associates.  This group of retirees
          bears the  entire  costs of this  plan,  which is  maintained  totally
          separate from the Company's  regular group insurance plan. The Company
          reserves the right to modify these benefits.

     (b)  Defined  Benefit  Plan:  The Company has a  Management  Security  Plan
          (MSP),  which  is  a  non-qualified  defined  benefit  plan  providing
          disability,  death and  retirement  benefits to 600  qualified  active
          associates of the Company and 420 former participants.  Total MSP cost
          charged to operations  was  $6,132,000,  $5,406,000  and $5,485,000 in
          1999, 1998 and 1997, respectively. The projected benefit obligation at
          June 30, 1999 was approximately  $44,339,000.  The effective  discount
          rate used in determining  the net periodic MSP cost was 8.0% for 1999,
          1998 and 1997.

          Life  insurance  policies,  which are not considered as MSP assets for
          liability  accrual  computations,  were  purchased  to  fund  the  MSP
          payments.  These insurance  policies are shown on the balance sheet at
          their  cash  surrender   values,   net  of  policy  loans  aggregating
          $204,855,000  and  $183,771,000  at June 30,  1999 and June 24,  1998,
          respectively.

     (c)  Supplemental  Retirement Plan: The Company has a deferred compensation
          Supplemental   Retirement  Plan  in  effect  for  eligible  management
          associates.  At June  30,  1999  and  June  24,  1998,  the  Company's
          liability  under this  program was $14.1  million  and $11.8  million,
          respectively.

                                      F-24
<PAGE>


9.  Commitments and Contingent Liabilities, continued

     (d)  Litigation:  There are pending  against the Company various claims and
          lawsuits  arising in the normal  course of business,  including  suits
          charging   violations   of  certain  civil  rights  laws  and  various
          proceedings   arising  under  federal,   state  or  local  regulations
          protecting the environment.  See Note 13 regarding one of these
          lawsuits.

          Among the suits  charging  violations  of certain  civil  rights laws,
          there are actions  which  purport to be class actions and which allege
          sexual  harassment,  retaliation  and/or a  pattern  and  practice  of
          race-based and gender-based  discriminatory treatment of employees and
          applicants. The plaintiffs seek, among other relief,  certification of
          the suits as  proper  class  actions,  declaratory  judgment  that the
          Company's  practices are unlawful,  back pay, front pay,  benefits and
          other compensatory  damages,  punitive damages,  injunctive relief and
          reimbursement  of attorneys' fees and costs.  The Company is committed
          to full compliance with all applicable  civil rights laws.  Consistent
          with this commitment,  the Company has firm and long-standing policies
          in place prohibiting discrimination and harassment. The Company denies
          the allegations of the various complaints and is vigorously  defending
          the actions.

          While the ultimate  outcome of  litigation  cannot be  predicted  with
          certainty,  in the opinion of  management  the ultimate  resolution of
          these actions will not have a material adverse effect on the Company's
          financial condition or results of operations.


10.  Related Party Transactions

         The  Company is  self-insured  for  purposes  of  employee  group life,
         medical,  accident and sickness insurance,  with American Heritage Life
         Insurance Company, a related party, providing  administrative  services
         and  expenses  for  medical  and  accident   claims.   Total   payments
         aggregating $40,341,000, $29,440,000 and $29,995,000 were made in 1999,
         1998 and 1997, respectively.

                                      F-25
<PAGE>


11.  Consolidation and Distribution Facility Closing

         In  1998,  the  Company  began  its  consolidation  of  the  accounting
         departments  to  corporate   headquarters.   The  opening  of  the  new
         distribution  facility  in  Raleigh,  North  Carolina,  resulted in the
         closing and the sale of the older Raleigh  distribution  facility;  the
         closing of the Greenville,  South Carolina distribution center which is
         being  converted  into  a  general   merchandise   and   pharmaceutical
         distribution   center;  and  the  reorganization  of  the  Raleigh  and
         Charlotte   divisions.   The   Company   experienced   a   nonrecurring
         administrative  charge totaling $18.1 million (after tax, $11.0 million
         or $0.07 per diluted share) due to these activities.

12.  Quarterly Results of Operations (Unaudited)

         The  following  is a summary  of the  unaudited  quarterly  results of
         operations for the years ended June 30, 1999 and June 24, 1998:

<TABLE>
<CAPTION>

                                                                          Quarters Ended
                                                          Sept. 16       Jan. 6           March 31        June 30
                         1999                           (12 Weeks)     (16 Weeks)       (12 Weeks)      (13 Weeks)
                         ----                           ----------     ----------       ----------      ----------
                                                               Dollars in thousands except per share data
         <S>                                        <C>  <C>             <C>            <C>               <C>
         Net sales...............................   $    3,190,755       4,264,207      3,203,524         3,478,017
         Gross profit on sales...................   $      841,275       1,156,000        872,659           930,979
         Net earnings............................   $       14,550          52,359         58,818            56,608
         Basic earnings per share................   $         0.10            0.35           0.40               .38
         Diluted earnings per share..............   $         0.10            0.35           0.40               .38
         Net LIFO charge (credit)................   $        2,444           2,444          1,833            (4,030)
         Net LIFO charge (credit) per diluted
           share.................................   $         0.01            0.02           0.01             (0.02)
         Dividends per share.....................   $        0.170           0.340          0.255             0.255
         Market price range......................   $  52.19-36.25     46.50-28.63    46.69-36.94       38.50-33.06
</TABLE>
<TABLE>
<CAPTION>

                                                                              Quarters Ended
                                                         Sept. 17        Jan. 7           April 1          June 24
                         1998                           (12 Weeks)     (16 Weeks)       (12 Weeks)      (12 Weeks)
                         ----                           ----------     ----------       ----------      ----------
                                                               Dollars in thousands except per share data
         <S>                                        <C>  <C>             <C>            <C>               <C>
         Net sales...............................   $    3,056,203       4,150,243       3,160,878        3,250,161
         Gross profit on sales...................   $      822,823       1,095,557         858,214          847,323
         Net earnings............................   $       47,510          56,128          60,972           34,010
         Basic earnings per share................   $         0.32            0.38            0.41             0.23
         Diluted earnings per share..............   $         0.32            0.38            0.41             0.22
         Net LIFO charge (credit)................   $        3,055           3,055           1,222          (14,743)
         Net LIFO charge (credit) per diluted
           share.................................   $         0.02            0.02            0.01            (0.10)
         Dividends per share.....................   $         0.17            0.34           0.255            0.255
         Market price range......................   $  39.25-33.69     44.13-35.38     59.25-43.56      48.69-36.56
</TABLE>
                                      F-26
<PAGE>
12.  Quarterly Results of Operations (Unaudited), continued

         During 1999 and 1998, the fourth quarter  results reflect a change from
         the estimate of inflation used in the  calculation of LIFO inventory to
         the actual rate  experienced by the Company of 1.1% to 0.3% and 1.2% to
         (0.7)%, respectively.

<TABLE>
<CAPTION>
                                                                              Fourth Quarter Results of Operations

                                                                            June 30, 1999            June 24, 1998
                                                                            (13 Weeks)               (12 Weeks)
                                                                         ------------------       -----------------
                                                                                    Amounts in thousands
         <S>                                                         <C>        <C>                     <C>
         Net sales...............................................    $          3,478,017               3,250,161
         Cost of sales...........................................               2,547,038               2,402,838
                                                                         -----------------       -----------------
         Gross profit on sales...................................                 930,979                 847,323
         Operating & administrative expenses.....................                 868,563                 798,444
         Consolidation and distribution facility closing.........                       -                  18,080
                                                                         -----------------       -----------------
         Operating income........................................                  62,416                  30,799
         Cash discounts and other income, net....................                  32,481                  28,444
         Interest expense........................................                  (2,851)                 (4,827)
                                                                         -----------------       -----------------
         Earnings before income taxes............................                  92,046                  54,416
         Income taxes............................................                  35,438                  20,406
                                                                         -----------------       -----------------
         Net earnings............................................    $             56,608                  34,010
                                                                         =================       =================
</TABLE>


13. Subsequent Event

         In July 1999, the Company, without admitting any wrongdoing,  reached a
         settlement with the named plaintiffs in a  discrimination  class action
         lawsuit filed on behalf of certain present and former  associates.  The
         settlement   has  been  presented  to  the  U.  S.  District  Court  in
         Jacksonville,  Florida for preliminary  approval and class notice.  The
         settlement amount is approximately $33 million,  which the Company will
         pay  from  accruals  over the  next  seven  years.  In the  opinion  of
         management,  the  settlement,  if  approved,  will not have a  material
         impact on the Company's financial condition or results of operations.


                                      F-27
<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                         ON FINANCIAL STATEMENT SCHEDULE



The Shareholders and Board of Directors
Winn-Dixie Stores, Inc.:


Under date of August 2, 1999, we reported on the consolidated  balance sheets of
Winn-Dixie Stores,  Inc. and subsidiaries as of June 30, 1999 and June 24, 1998,
and the related consolidated  statements of earnings,  shareholders' equity, and
cash flows for each of the years in the  three-year  period ended June 30, 1999,
as contained in the annual  report on Form 10-K for the year 1999. In connection
with our audits of the aforementioned consolidated financial statements, we also
audited the related  consolidated  financial statement schedule as listed in the
accompanying  index on page 16 of the  annual  report  on Form 10-K for the year
1999. This consolidated  financial  statement  schedule is the responsibility of
the Company's  management.  Our  responsibility is to express an opinion on this
consolidated financial statement schedule based on our audits.

In our opinion, the consolidated  financial statement schedule,  when considered
in relation to the basic  consolidated  financial  statements  taken as a whole,
presents fairly, in all material respects, the information set forth therein.




                                                              KPMG LLP



Jacksonville, Florida
August 2, 1999



                                      S-1
<PAGE>
<TABLE>
<CAPTION>

                                                                                                   Schedule II


                                            WINN-DIXIE STORES, INC. AND SUBSIDIARIES
                                         Consolidated Valuation and Qualifying Accounts
                                   Years Ended June 30, 1999, June 24, 1998 and June 25, 1997
                                                     (Amounts in thousands)


                                                          Balance at      Additions     Deductions      Balance at
                                                           beginning      charged          from             end
                     Description                            of year       to income      reserves         of year
------------------------------------------------------    ------------    -----------   ------------    ------------
<S>                                                           <C>             <C>            <C>            <C>

Year ended June 30,1999:
Reserves deducted from assets to which they apply:
   Allowance for doubtful receivables                 $         2,623         14,506         13,514           3,615
                                                          ============    ===========   ============    ============

Reserves  not  deducted  from  assets:
  Reserves for nsurance claims and self-insurance:
     - Current                                        $        71,779         98,857         95,175          75,461
     - Noncurrent                                              93,514              -          1,258          92,256
                                                          ------------    -----------   ------------    ------------
                                                      $       165,293         98,857         96,433         167,717
                                                          ============    ===========   ============    ============



Year ended June 24,1998:
Reserves deducted from assets to which they apply:
   Allowance for doubtful receivables                 $         1,699         13,995         13,071           2,623
                                                          ============    ===========   ============    ============

Reserves  not  deducted  from  assets:
   Reserves for insurance claims and self-insurance:
     - Current                                        $        60,219         87,893         76,333          71,779
     - Noncurrent                                              94,783              -          1,269          93,514
                                                          ------------    -----------   ------------    ------------
                                                      $       155,002         87,893         77,602         165,293
                                                          ============    ===========   ============    ============

Year ended June 25,1997:
Reserves deducted from assets to which they apply:
   Allowance for doubtful receivables                 $         1,860         14,318         14,479           1,699
                                                          ============    ===========   ============    ============

Reserves  not  deducted  from  assets:
   Reserves for insurance claims and self-insurance:
     - Current                                        $        61,760         81,194         82,735          60,219
     - Noncurrent                                              97,209              -          2,426          94,783
                                                          ============    ===========   ============    ============
                                                      $       158,969         81,194         85,161         155,002
                                                          ============    ===========   ============    ============
</TABLE>
                                      S-2