SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported) August 25, 1997
DELCHAMPS, INC.
(Exact name of registrant as specified in its charter.)
ALABAMA 0-12923 63-0245434
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
305 DELCHAMPS DR., MOBILE, AL 36602
(Address of Principal Executive Offices - Zip Code)
Registrant's telephone number, including area code (334)433-0431
N/A
(Former name or former address, if changed since last report.)
This Amendment No. 1 amends and supplements the Current Report on
Form 8-K filed on August 25, 1997 (the "8-K") by Delchamps, Inc., an
Alabama corporation (the "Company"), to include the consent of
independent auditors as an exhibit thereto in order that such 8-K can
be incorporated by reference into the Company's Registration
Statements on Form S-8 (Registration Nos. 333-14747, 33-56447, 33-
53653, and 33-70772).
Accordingly, item 7 in the 8-K is hereby amended and supplemented
to read in its entirety as follows:
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
23.1 Consent of Independent Auditors
99 Audited consolidated financial statements of
Delchamps, Inc. as of and for the fiscal year
ended June 28, 1997 and the related Management's
Discussion and Analysis of Financial Condition and
Results of Operations *
--------
* Filed previously.
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.
DELCHAMPS, INC.
By: /s/ Timothy E. Kullman
----------------------
Timothy E. Kullman
Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
Date: August 28, 1997
Exhibit No. 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statements on Form S-8 (Registration Nos. 333-14747, 33-56447, 33-
53653, and 33-70772) of our reports dated August 8, 1997, relating to
the consolidated balance sheets of Delchamps, Inc. and subsidiary, as
of June 28, 1997 and June 29, 1996 and the related consolidated
financial statements of earnings, stockholders' equity, and cash flows
for each of the years in the three-year period ended June 28, 1997.
/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG PEAT MARWICK LLP
Atlanta, Georgia
August 28, 1997
