SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHEEHAN DENNIS M

(Last)

(First)

(Middle)

5050 EDGEWOOD COURT

(Street)

JACKSONVILLE

32254

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WINN DIXIE STORES INC [ WIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								14,962	D
Common Stock⁽¹⁾	08/21/2003		A		37,240	A	⁽²⁾	46,997	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Key Employee Stock Option Plan	$14.5							⁽³⁾	01/15/2007	Common Stock	38,623		38,623	D
Key Employee Stock Option Plan	$25.95							⁽⁴⁾	01/15/2008	Common Stock	21,671		21,671	D
Key Employee Stock Option Plan	$15.19							⁽⁵⁾	01/15/2010	Common Stock	36,799		36,799	D
Key Employee Stock Option Plan	$10.09	08/21/2003		A		54,091		⁽⁶⁾	02/21/2010	Common Stock	54,091	⁽⁷⁾	54,091	D
Stock Options	$14.5							⁽⁸⁾	01/15/2008	Common Stock	40,000		40,000	D

Explanation of Responses:

1. Restricted shares awarded under Winn-Dixie Stores, Inc. Officer Compensation Program, subject to forfeiture.

2. Performance Accelerated Restricted Shares awarded as of 8/21/2003 by Compensation Committee at meeting held on August 21, 2003. PARS vest upon reaching certain performance levels or at the end of 5 years, whichever occurs first.

3. All are now exercisable.

4. Exercisable upon a change in control of Winn-Dixie Stores, Inc. or one-third (1/3) of the option is exercisable on each anniversary date of the grant for 3 consecutive years, beginning 6/15/2002.

5. Exercisable upon a change in control of Winn-Dixie Stores, Inc. or one-third (1/3) of the option is exercisable on each anniversary date of the grant for 3 consecutive years, beginning 8/7/2003.

6. Exercisable upon a change in control of Winn-Dixie Stores, Inc. or one-third (1/3) of the option is exercisable on each anniversary date of the grant for 3 consecutive years, beginning 8/21/2004.

7. Options granted as of 8/21/2003 by Compensation Committee at meeting held on August 21, 2003.

8. Exercisable upon a change in control of Winn-Dixie Stores, Inc. or twenty percent (20%) of the option is exercisable on each anniversary date of the grant for 5 consecutive years.

Remarks:

Exhibit 24 - Power of Attorney is attached.

	Dennis M. Sheehan By: Winn-Dixie Stores, Inc., Judith W. Dixon, Secretary, Attorney-in-Fact	08/22/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.