WINN DIXIE STORES INC
10-Q, 1999-04-19
GROCERY STORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              ---------------------

                                    FORM 10-Q


(Mark One)
   _X_        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 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 or other jurisdiction of                              (IRS Employer
 incorporation or organization)                            Identification No.)

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

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

                                    Unchanged
              (Former name, former address and former fiscal year,
                         if changed since last report)
                              ---------------------

         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___

         As of April 9, 1999, there were 148,621,107  shares  outstanding of the
registrant's common stock, $1 par value.

================================================================================


<PAGE>


                             WINN-DIXIE STORES, INC.
                                AND SUBSIDIARIES

                                    FORM 10-Q

                                TABLE OF CONTENTS

                          Part I: Financial Information

                                                                    Page

Condensed Consolidated Statements of Earnings
     (Unaudited), For the 12 and 40 Weeks Ended
     March 31, 1999 and April 1, 1998                                 1

Condensed Consolidated Balance Sheets (Unaudited),
     March 31, 1999 and June 24, 1998                                 2

Condensed Consolidated Statements of Cash Flows
     (Unaudited), For the 40 Weeks Ended
     March 31, 1999 and April 1, 1998                                 3

Notes to Condensed Consolidated Financial Statements
     (Unaudited)                                                    4-6

Management's Discussion and Analysis of Financial
     Condition and Results of Operations                           7-11


                           Part II: Other Information


Item 5.       Other Information                                     12

Item 6.       Exhibits and Reports on Form 8-K                      12

Signatures                                                          12





<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
                   Amounts in thousands except per share data


                                                  For the 12 Weeks Ended
                                           -------------------------------------
        MOST RECENT QUARTER                 March 31, 1999        April 1, 1998
                                           ----------------      ---------------

 Net sales                                   $  3,203,524             3,160,878
 Cost of sales                                  2,330,865             2,302,664
                                              ------------          ------------
 Gross profit                                     872,659               858,214
 Operating & administrative expenses              795,839               780,538
                                              ------------          ------------
 Operating income                                  76,820                77,676
 Cash discounts & other income                     26,324                26,572
 Interest expense                                  (7,505)               (6,693)
                                              ------------          ------------
 Earnings before income taxes                      95,639                97,555
 Provision for income taxes                        36,821                36,583
                                              ------------          ------------
 Net earnings                                $     58,818                60,972
                                              ============          ============
 Basic earnings per share                    $       0.40                  0.41
                                              ============          ============
 Diluted earnings per share                  $       0.40                  0.41
                                              ============          ============
 Dividends per share                         $      0.255                 0.255
                                              ============          ============


     FISCAL YEAR-TO-DATE                          For the 40 Weeks Ended
                                           -------------------------------------
                                            March 31, 1999        April 1, 1998
                                           ----------------      ---------------

 Net sales                                   $  10,658,486           10,367,324
 Cost of sales                                   7,788,552            7,590,730
                                              -------------         ------------
 Gross profit                                    2,869,934            2,776,594
 Operating & administrative expenses             2,725,088            2,576,461
                                              -------------         ------------
 Operating income                                  144,846              200,133
 Cash discounts & other income                      86,385               86,951
 Interest expense                                  (26,797)             (23,708)
                                              -------------         ------------
 Earnings before income taxes                      204,434              263,376
 Provision for income taxes                         78,707               98,766
                                              -------------         ------------
 Net earnings                                $     125,727              164,610
                                              =============         ============
 Basic earnings per share                    $        0.85                 1.11
                                              =============         ============
 Diluted earnings per share                  $        0.85                 1.11
                                              =============         ============
 Dividends per share                         $       0.765                0.765
                                              =============         ============


See accompanying notes to Condensed Consolidated Financial Statements.

                                     Page 1


<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                              Amounts in thousands


 ASSETS                                   March 31, 1999         June 24, 1998
                                         ----------------       ----------------

 Cash and cash equivalents                  $      24,129                23,566
 Trade and other receivables                      178,038               146,166
 Merchandise inventories less LIFO reserve of                                   
   $223,869 ($212,869 at June 24, 1998)         1,449,865             1,404,917
 Prepaid expenses                                 130,798               161,141
                                              ------------          ------------
   Total current assets                         1,782,830             1,735,790
                                              ------------          ------------
 Investments and other assets                     130,299               140,450
 Deferred income taxes                             23,651                22,626
 Net property, plant and equipment              1,204,877             1,169,848
                                              ------------          ------------
 Total assets                               $   3,141,657             3,068,714
                                              ============          ============

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Accounts payable                           $     625,961               660,539
 Short-term borrowings                            394,000               420,000
 Reserve for insurance claims and self-insurance   68,254                71,779
 Accrued wages and salaries                       117,837               107,590
 Accrued rent                                      94,773                96,987
 Accrued expenses                                 191,585               135,287
 Current obligations under capital leases           3,063                 2,908
 Income taxes                                      57,280                12,119
                                              ------------           -----------
   Total current liabilities                    1,552,753             1,507,209
                                              ------------           -----------
 Obligations under capital leases                  46,599                48,580
 Defined benefit plan                              40,196                37,102
 Reserve for insurance claims and self-insurance   92,514                93,514
 Other liabilities                                 15,161                13,426
                                              ------------           -----------
 Shareholders' equity:
   Common stock                                   148,621               148,531
   Retained earnings                            1,243,517             1,217,592
    Accumulated other comprehensive income          2,296                 2,760
                                              ------------           -----------
   Total shareholders' equity                   1,394,434             1,368,883
                                              ------------           -----------
 Total liabilities and shareholders' equity $   3,141,657             3,068,714
                                              ============           ===========

  See accompanying notes to Condensed Consolidated Financial Statements.


                                     Page 2

<PAGE>


                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                              Amounts in thousands

                                                    For the 40 Weeks Ended
                                               ---------------------------------
         FISCAL YEAR-TO-DATE                    March 31, 1999    April 1, 1998
                                               ----------------  --------------

Cash flows from operating activities:
   Net earnings                                    $  125,727          164,610
   Adjustments to reconcile net earnings to net cash
     provided by operating activities:
       Depreciation and amortization                  229,695          251,548
       Deferred income taxes                           12,509           13,415
       Defined benefit plan                             3,094            3,017
       Reserve for insurance claims and self-insurance (4,525)           1,851
       Stock compensation plans                         4,570            4,835
       Change in cash from:
         Receivables                                  (31,872)          56,597
         Merchandise inventories                      (44,948)        (144,501)
         Prepaid expenses                              29,536           27,476
         Accounts payable                             (33,579)          (1,233)
         Income taxes                                  32,652          (20,476)
         Other current accrued expenses                64,393           44,949
                                                    ----------       ----------
           Net cash provided by operating activities  387,252          402,088
                                                    ----------       ----------
Cash flows from investing activities:
   Purchases of property, plant and equipment, net   (262,083)        (252,401)
   Decrease in investments and other assets             7,520           47,521
                                                    ----------       ----------
           Net cash used in investing activities     (254,563)        (204,880)
                                                    ----------       ----------
Cash flows from financing activities:
   Decrease in short-term borrowings                  (26,000)         (55,000)
   Payments on capital lease obligations               (2,315)          (3,838)
   Purchase of common stock                              (224)         (21,065)
   Proceeds of sales under associates' 
         stock purchase plan                            2,579            7,443
   Dividends paid                                    (113,411)        (113,122)
   Other                                                7,245           (2,974)
                                                    ----------       ----------
           Net cash used in financing activities     (132,126)        (188,556)
                                                    ----------       ----------
Increase in cash and cash equivalents                     563            8,652
Cash and cash equivalents at beginning of year         23,566           14,116
                                                    ----------       ----------
Cash and cash equivalents at end of period        $    24,129           22,768
                                                    ==========       ==========
Supplemental cash flow information:
   Interest paid                                  $    17,254           14,106
   Interest and dividends received                $       476              646
   Income taxes paid                              $    33,472          101,129
                                                    ==========       ==========
See accompanying notes to Condensed Consolidated Financial Statements.

                                     Page 3
<PAGE>
                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

     (A)  Basis of Presentation: Financial information reflects all adjustments,
          which,  in the opinion of  management,  are  necessary  to reflect the
          results of operations and financial  position for the quarters  shown.
          These  condensed  financial  statements  should be read in conjunction
          with the  fiscal  1998 Form 10-K  Annual  Report of the  Company.  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.

     (B)  Change in Estimated  Lives:  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 $14.4 million ($8.8 million after tax, or $0.06 per diluted  share)
          for the 12 weeks ended March 31, 1999 and $32.4 million ($19.8 million
          after tax,  or $0.13 per  diluted  share) for the 40 weeks ended March
          31, 1999.

     (C)  Impact of Franks and Sliced  Luncheon  Meat Recall:  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, sales and
          profits  were  negatively   impacted.   The  impact  on  earnings  was
          approximately  $10.5 million pre-tax ($6.4 million after tax, or $0.04
          per diluted share.)

     (D)  Inventories:  Merchandise  inventories are stated at the lower of cost
          or  market,  approximately  88% of which  are  valued  under  the LIFO
          method.

     (E)  LIFO:  Results for the quarter reflect a pre-tax LIFO inventory charge
          of $3.0 million in fiscal 1999 and $2.0  million in fiscal  1998.  The
          cumulative current year LIFO charge is $11.0 million, as compared with
          $12.0  million  in fiscal  1998.  If the FIFO  method  had been  used,
          current  quarter net earnings would have been $60.7 million,  or $0.41
          per diluted share, as compared with net earnings of $62.2 million,  or
          $0.42 per diluted share in the previous year.  The cumulative  current
          year net earnings would have been $132.4 million, or $0.89 per diluted
          share, as compared with $171.9 million,  or $1.15 per diluted share in
          the previous  year.  An actual  valuation of inventory  under the LIFO
          method can be made only at the end of each year based on the inventory
          levels and costs at that time. Accordingly,  interim LIFO calculations
          must  necessarily  be  based on  management's  estimates  of  expected
          year-end inventory levels and costs.  Because  these are subjected to
          many forces beyond management's  control,  interim results are subject
          to the final year-end LIFO inventory valuations.

                                     Page 4
<PAGE>
                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               (UNAUDITED) cont'd.

     (F)  Credit  Arrangements:  The Company has an  authorized  $500.0  million
          commercial  paper  program  and  short-term  lines of credit  totaling
          $510.0  million.  On March 31,  1999,  there  were  $260.0  million in
          commercial  paper  and  $134.0  million  from  bank  lines  of  credit
          outstanding,  as compared to $420.0 million in commercial paper and no
          amounts from bank lines of credit outstanding on June 24, 1998.

     (G)  Income Taxes:  The provision  for income taxes  reflects  management's
          best  estimate of the effective tax rate expected for the fiscal year.
          The  effective  tax rate for fiscal  year 1999 is 38.5% as compared to
          37.5% in 1998.  The  effective  tax rate during fiscal 1998 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.

     (H)  Earnings Per Share: The following weighted average number of shares of
          common stock was used in the calculation  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  
                                           --------               --------

           Basic:
                  Quarter             148,322,564                148,342,079
                  Year-to-Date        148,312,179                148,552,796

           Diluted:
                  Quarter             148,697,412                148,710,969
                  Year-to-Date        148,689,831                148,937,714

     (I)  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 quarters
          ended March 31, 1999 and April 1, 1998 was approximately $57.8 million
          and $62.9 million, respectively. Year-to-date, comprehensive income at
          March 31, 1999 and April 1, 1998 was approximately  $125.2 million and
          $165.7 million, respectively. These amounts differ from net income due
          to changes in the net unrealized holding gains (losses) generated from
          available-for-sale securities.




                                     Page 5
<PAGE>
                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               (UNAUDITED) cont'd.

     (J)  New  Accounting  Pronouncements:  In June  1997  and  June  1998,  the
          Financial  Accounting  Standards  Board ("FASB")  issued  Statement of
          Financial  Accounting Standards No. 131, "Disclosure about Segments of
          an Enterprise and Related  Information"  ("SFAS 131") and Statement of
          Financial  Accounting  Standards No. 133,  "Accounting  for Derivative
          Instruments and Hedging Activities" ("SFAS 133"),  respectively.  SFAS
          131  supersedes  Statement of Financial  Accounting  Standards  No. 14
          "Financial Reporting for Segments of a Business  Enterprise." SFAS 131
          provides for the disclosure of financial  information  desegregated by
          the way management organizes the segments of the enterprise for making
          operating  decisions.  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 131 in the fourth quarter of this fiscal
          year and SFAS 133 in the  first  quarter  of  fiscal  year  2000.  The
          Company is still determining how SFAS 131 and SFAS 133 will impact the
          financial statements.

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

     (L)  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.

          Among the suits  charging  violations  of certain  civil  rights laws,
          there are actions that 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.




                                     Page 6
<PAGE>
                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This analysis  should be read in  conjunction  with the  Condensed  Consolidated
Financial Statements.

Results of Operations

Sales for the current quarter were $3.2 billion,  a $42.6 million  increase,  or
1.3% over the comparable quarter ended April 1, 1998.  Year-to-date,  sales were
$10.7 billion,  a $291.2  million,  or 2.8% increase over the comparable  period
last  year.  Average  store  sales  increased  1.5%  for the  quarter  and  3.4%
year-to-date.  Identical  store  sales  decreased  1.7% for the quarter and 0.1%
year-to-date.

For the 40 weeks  ended  March 31,  1999,  the  Company  opened  58 new  stores,
averaging  51,100  square  feet,  enlarged or  remodeled 50 stores and closed 44
older stores,  averaging 32,900 square feet. As of March 31, 1999,  retail space
totaled  51.4  million  square  feet.  The Company has 1,182 stores in operation
compared  with 1,179 stores for the same period last year.  Of the 1,182 stores,
999, or 85%, are larger than 35,000  square feet.  Currently,  43 new stores are
under  construction.  By the end of this fiscal year,  the Company plans to open
approximately 81 new stores and enlarge or remodel 70 existing stores.

Gross  profit  increased  $14.4  million  for the  quarter  and  $93.3  million,
year-to-date.  As a percent to sales,  gross profit for the current  quarter and
the previous  year was 27.2%.  Year-to-date,  gross profit as a percent to sales
was 26.9% in the current  year,  compared to 26.8% in the previous  year.  Gross
profit increased $1.0 million in the third quarter and $2.3 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 $10.5 million.

Operating and  administrative  expenses  increased $15.3 million for the current
quarter and $148.6 million  year-to-date.  As a percent to sales,  operating and
administrative  expenses for the current  quarter were 24.8%,  compared to 24.7%
last year. Year-to-date,  operating and administrative expenses, as a percent to
sales were  25.6% for the  current  year and 24.9% for the  previous  year.  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





                                     Page 7
<PAGE>
Results of Operations, continued

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 a reduction in operating  and  administrative
expenses  of $13.4  million  for the 12 weeks  ended  March  31,  1999 and $30.1
million for the 40 weeks ended March 31, 1999.

Cash  discounts and other income  totaled  $26.3  million in the third  quarter,
compared to $26.6  million for the same  quarter last year.  Year-to-date,  cash
discounts and other income totaled $86.4 million  compared to $87.0 million last
year.

Interest  expense totaled $7.5 million for the current quarter  compared to $6.7
million for the  comparable  period last year.  Year-to-date,  interest  expense
totaled  $26.8  million for the current  year  compared to $23.7  million in the
previous year.  The increase in interest  expense for the year is related to the
increase in short-term borrowings.

Earnings before income taxes were $95.6 million for the current quarter compared
to $97.6  million in the previous  year.  Year-to-date,  earnings  before income
taxes were $204.4 million in the current year and $263.4 million in the previous
year. The decrease in pre-tax  earnings is primarily a result of the increase in
operating expenses as previously mentioned. Income taxes have been accrued at an
effective  rate of 38.5% for the current year and 37.5% for the  previous  year.
This rate is expected to approximate the effective rate for the full 1999 fiscal
year.  The  effective  tax rate during fiscal 1998 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 $58.8  million,  or $0.40 per diluted  share,  for the
current  quarter  compared to $61.0 million,  or $0.41 per diluted share for the
comparable  period  last year.  Year-to-date,  net  earnings  amounted to $125.7
million,  or $0.85 per diluted share,  compared to $164.6 million,  or $1.11 per
diluted  share,  for the previous  year. The LIFO charge reduced net earnings by
$1.8 million,  or $0.01 per diluted share,  for the current quarter  compared to
$1.2 million,  or $0.01 per diluted share,  in the previous year.  Year-to-date,
the LIFO charge  reduced  net  earnings  by $6.7  million,  or $0.04 per diluted
share,  compared to $7.3 million,  or $0.04 per diluted  share,  in the previous
year.










                                     Page 8
<PAGE>
Liquidity and Capital Resources

The  Company's  financial  condition  remains  sound and  strong.  Cash and cash
equivalents  amounted  to $24.1  million at March 31,  1999,  compared  to $22.8
million at April 1, 1998. Net cash provided by operating  activities amounted to
$387.3 million for the 40 weeks ended March 31, 1999, compared to $402.1 million
for the comparable period last year. Capital expenditures totaled $262.1 million
compared  to  $252.4  million  for  the  comparable   period  last  year.  These
expenditures  were for new store locations,  remodeling and enlargement of store
locations  and  expansion of support  facilities.  Total  capital  investment in
Company retail and support facilities,  including operating leases, is estimated
to be $800.0 million in fiscal 1999. The Company has no material construction or
purchase commitments outstanding as of March 31, 1999.

Working capital  amounted to $230.1 million at March 31, 1999 compared to $228.6
million at June 24, 1998.

The Company has an  authorized  $500.0  million  commercial  paper  program.  In
addition,  the Company has $510.0 million of short-term  lines of credit.  These
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.  As of March 31, 1999, $260.0
million of commercial  paper was  outstanding  as compared to $420.0  million on
June 24, 1998. The average interest rate on the commercial paper  outstanding on
March 31,  1999 was  5.1%,  as  compared  to 5.6% on June 24,  1998.  Short-term
borrowings  against our bank lines of credit were $134.0 million as of March 31,
1999 as compared to none on June 24, 1998.  The interest  rate on the bank lines
of  credit on March  31,  1999,  was 5.3%.  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 leases,  the Company had no outstanding  long-term debt as of
either March 31, 1999 or June 24, 1998.

The Company's cash flow from  operations and available  credit  facilities  have
been considered  adequate to fund 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 or
local regulations protecting the environment.  Management is of the opinion that
any  liability,  which might result from any such  proceedings,  will not have a
material  adverse  effect on the  Company's  consolidated  earnings or financial
position.









                                     Page 9
<PAGE>
Impact of Inflation

The  Company's  primary  costs,  which are  inventory  and labor,  increase with
inflation.  Recovery  of these  increases  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.

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 seventy-five percent (75%) complete. Winn-Dixie estimates that all
critical  systems will be  compliant  with the century  change by September  30,
1999.

The Company has budgeted  approximately  $22.5  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
$18.0 million of this amount had been expended through March 31, 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.



                                     Page 10
<PAGE>
Cautionary Statement Regarding Forward-Looking Information & Statements

This Form 10-Q 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 Form 10-Q 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.


































                                     Page 11
<PAGE>
                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

                           Part II - Other Information


Item 5.    Other Information

Joseph T. White, 51, Division President of the Atlanta Division with 31 years of
service, has been elected a Vice President of the Company. Charles W. Doolittle,
Jr., 47, Director of Security with 16 years of service,  has also been elected a
Vice President of the Company.

Item 6.    Exhibits and Reports on Form 8-K

Reports on Form 8-K

There were no reports on Form 8-K filed for the quarter ended March 31, 1999.

                                   SIGNATURES

Pursuant  to the  requirements  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.


Date: April 19, 1999
                                               RICHARD P. MCCOOK
                                    --------------------------------------------
                                               Richard P. McCook
                                        Financial Vice President and
                                         Principal Financial Officer

Date: April 19, 1999

                                                DAVID H. BRAGIN
                                    --------------------------------------------
                                                David H. Bragin
                                             Corporate Treasurer and
                                           Principal Accounting Officer










                                     Page 12


<TABLE> <S> <C>

<ARTICLE>                       5
<LEGEND>                        All amounts in thousands except per share data.
</LEGEND>
<MULTIPLIER>                    1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               JUN-30-1999
<PERIOD-END>                    Mar-31-1999
<CASH>                                 24,129
<SECURITIES>                                0
<RECEIVABLES>                         178,038
<ALLOWANCES>                                0
<INVENTORY>                         1,449,865
<CURRENT-ASSETS>                    1,782,830
<PP&E>                              1,204,877
<DEPRECIATION>                              0
<TOTAL-ASSETS>                      3,141,657
<CURRENT-LIABILITIES>               1,552,753
<BONDS>                                     0
                       0
                                 0
<COMMON>                              148,621
<OTHER-SE>                          1,243,517
<TOTAL-LIABILITY-AND-EQUITY>        1,394,434
<SALES>                            10,658,486
<TOTAL-REVENUES>                   10,658,486
<CGS>                               7,788,552
<TOTAL-COSTS>                       2,725,088
<OTHER-EXPENSES>                            0
<LOSS-PROVISION>                            0
<INTEREST-EXPENSE>                     26,797
<INCOME-PRETAX>                       204,434
<INCOME-TAX>                           78,707
<INCOME-CONTINUING>                   125,727
<DISCONTINUED>                              0
<EXTRAORDINARY>                             0
<CHANGES>                                   0
<NET-INCOME>                          125,727
<EPS-PRIMARY>                            0.85
<EPS-DILUTED>                            0.85
        

</TABLE>


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