SecProbe.io

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Mail Stop 03-08

										January 14, 2005

By Facsimile and U.S. Mail

Mr. Bennett L. Nussbaum
Senior Vice President and Chief Financial Officer
Winn-Dixie Stores, Inc.
5050 Edgewood Court
Jacksonville, FL 32254

	RE:	Winn-Dixie Stores, Inc.
		Form 10-K for the year fiscal year ended June 30, 2004
		Filed August 26, 2004
      Form 10-Q for the quarterly period ended September 22, 2004
		File No. 1-3657

Dear Mr. Nussbaum:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
disclosures in future filings in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended June 30, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your
future filings, as applicable.

Item 7:  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Results of Operations

Fiscal Year Ended June 30, 2004 ("Fiscal 2004") Compared to Fiscal
Year Ended June 25, 2003 ("Fiscal 2003"), page 15

2. Where you describe two or more business reasons that
contributed
to a material change in a financial statement line item between
periods, please quantify the extent to which each change
contributed
to the overall change in that line item.  For example, where you
explain the decrease in gross margin, quantify the impact of the
price reductions related to your shelf-price program, the decline
in
product growth funds and the increase in inventory shrink.
Additionally, please supplement your discussion to indicate
whether
the changes represent trends expected to continue into the future.
For example, indicate, if known, the anticipated impact of future
sales declines on your ability to generate product growth funds.
See
Item 303(a) of Regulation S-K and SEC Release No. 33-8350.

3. To the extent practicable and material to understanding your
results of operations, consider quantifying the impact on sales
and
expenses of the additional week of operations in fiscal year 2004
over 2003.

Liquidity and Capital Resources, page 20

4. Please consider disclosing the average and peak borrowings
under
your revolving credit facility for each period presented.  We
believe
this information is helpful to an understanding of your liquidity.
Please also note that you are required to report gross borrowings
and
repayments under your credit facility on your statements of cash
flows, unless your credit facility has underlying maturities of
three
months or less.

Contractual Obligations and Commercial Commitments, page 23

5. Please consider revising your contractual obligations table to
include estimated interest payments on your debt and planned
funding
of your retirement plans.  Because the table is aimed at
increasing
transparency of cash flow, we believe these payments should be
included in the table.  If you choose not to include these
payments,
a footnote to the table should clearly identify the excluded
item(s)
and provide any additional information that is material to
understanding your cash requirements.
Financial Statements

Consolidated Statements of Operations, page 33

6. Please separately state interest income and interest expense
either here or in the footnotes.  See paragraphs 7-8 to Rule 5-03
of
Regulation S-X and also SFAS 34, which requires separate
disclosure
of total interest expense.

Consolidated Statements of Cash Flows, page 35

7. Please remove the subtotal for the adjustments to reconcile net
(loss) earnings to net cash provided by operating activities.

Consolidated Statements of Shareholders` Equity, page 36

8. We do not understand why the entries on your statements of
shareholders` equity captioned "common stock issued and stock
compensation expense" and "stock options exercised" result in
additions to retained earnings.  Please advise.  We may have
further
comment.

Notes to Consolidated Financial Statements

1.  Summary of Significant Accounting Policies

(g)  Inventories, page 37

9. Please consider disclosing here and/or in your critical
accounting
polices in MD&A, the approach used to price LIFO inventory
increments
(e.g. most recent acquisition price) and the pooling arrangements
you
use.  We believe these disclosures are particularly important when
the use of alternative inventory methods would result in
significant
differences in reported net income.

(h)  Revenue Recognition, page 38

10. Please disclose the types of rewards your customers earn (e.g.
cash rebates, coupons, etc.) under your Customer Reward Card
program,
how the rewards are earned and how you account for these awards as
they are earned and when they are redeemed.  Also disclose the
line
item(s) on the statements of operations that includes these
rewards.
Show us supplementally what the revised disclosures will look like
in
future filings and also tell us supplementally how your accounting
and statement of operations classification complies with GAAP.
Refer
to EITFs 01-09 and 00-22, as applicable.

(i)  Merchandise Cost, page 38

11. We note that warehouse and delivery expenses are included in
cost
of sales.  Please also disclose the other types of expenses that
you
include in the cost of sales line item and the types of expenses
that
you include in the other operating and administrative expenses
line
item.  In doing so, please disclose specifically whether you
include
inbound freight charges, purchasing and receiving costs,
inspection
costs, internal transfer costs and the other costs of your
distribution network in cost of sales.  If you currently exclude a
significant portion of these costs from cost of sales, please
provide
cautionary disclosure in MD&A that your gross margins may not be
comparable to others, since some entities include the costs
related
to their distribution network in cost of sales and others like you
exclude all or a portion of them from gross margin, including them
instead in a line item such as other operating and administrative
expenses.  To the extent the excluded costs are material to your
operating results, quantify these amounts in MD&A.  If you
determine
that these amounts are immaterial for disclosure, please
supplementally provide us with your qualitative and quantitative
assessment of materiality for all periods presented.

(m)  Self Insurance, page 39

12. Please discuss here and/or in MD&A the significant changes in
your reserve for insurance claims and self-insurance.  In this
regard, we note that these reserves increased 26% in fiscal 2004.
This increase seems particularly noteworthy in light of the
overall
decrease in the principal drivers of insurance claims, such as
number
of employees and number of stores.

(u)  Business Reporting Segments, page 42

13. Based on your Item 1. Business disclosures, we note that you
sell
several types of products.  Please revise your filings to provide
the
revenue disclosures by product group discussed in paragraph 37 of
SFAS 131.  In particular, it appears that revenue disclosures for
each period presented for the following product groups may be
applicable:

- Grocery (including meat, seafood, produce, deli, and bakery)
- Floral
- Pharmacy
- Heath and beauty
- Photo lab
- Other general merchandise and other special services

      If you believe that other product categories are more
appropriate, please advise.

10.  Stock Compensation Plans, page 50

14. Please revise your range of exercise prices so that the
highest
exercise price in a range is not greater than 150% of the lowest
exercise price.  See paragraph 48 of SFAS 123.

15. Please disclose the weighted-average exercise price for
options
exercisable at the end of each year for which a statement of
operations is provided.  See paragraph 47(a)(3) of SFAS 123.

18.  Discontinued Operations and Restructuring

2004 Asset Rationalization, page 58

16. Please tell us supplementally how the exit of the 45 stores
located within your core designated market areas (DMAs) qualify
for
reporting as discontinued operations under paragraph 42 of SFAS
144.
In particular, since you generally maintain a 1st, 2nd, or 3rd
market
share position in core DMAs, we are unclear as to how the closure
of
these stores will result in the elimination of cash flows if the
customers will shop at another Winn Dixie/Marketplace, SaveRite or
City Markets store that is in close proximity.  Your response
should
explain whether each of your stores is considered "a component of
an
entity" as described in paragraph 41 of SFAS 144 and how the cash
flows of your identified components have been or will be
eliminated
from your ongoing operations as a result of the asset
rationalization
plan.

17. We note your disclosure here and on page 17 of MD&A of the
total
expected costs of your asset rationalization plan.  Please
disclose
the estimated time frame over which the costs will be incurred.
Also, as the majority of these costs will require future cash
outlays, please revise the liquidity and capital resources section
of
your MD&A to discuss how you expect to fund these amounts.

Schedule II:  Consolidated Valuation and Qualifying Accounts, page
69

18. Please help us understand why the activity in your allowance
for
doubtful receivables is so significant each year.  We assume that
your trade and other receivables account consists primarily of
accounts receivable from insurance companies generated by your in-
store pharmacies.  If this is incorrect, please advise.   Please
also
consider whether you need to revise MD&A to discuss the
significant
activity in this allowance account.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

		If you have any questions regarding these comments,
please
direct them to Staff Accountant Yong Kim at (202) 942-2904.  In
her
absence, direct your questions to Robyn Manuel at (202) 942-7786.
Any other questions regarding disclosures issues may be directed
to
me at (202) 942-2905.

							Sincerely,

							George F. Ohsiek
							Branch Chief

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Mr. Nussbaum
Winn-Dixie Stores, Inc.
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