SC 14D9/A

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



                          SCHEDULE 14D-9
              Solicitation/Recommendation Statement
                   Pursuant to Section 14(d)(4)
              of the Securities Exchange Act of 1934

                        (AMENDMENT NO. 2)



                          DELCHAMPS, INC.
                    (Name of Subject Company)


                          DELCHAMPS, INC.
              (Name of Person(s) Filing Statement)


                   Common Stock, $.01 par value
          and associated Preferred Share Purchase Rights
                  (Title of Class of Securities)


                           246615 10 8
               (CUSIP Number of Class of Securities)


                       Timothy E. Kullman
           Senior Vice President and Chief Financial Officer
                         DELCHAMPS, INC.
                       305 Delchamps Drive
                      Mobile, Alabama 36602
                         (334) 433-0431

 (Name, address and telephone number of person authorized to receive 
notice and communications on behalf of the person(s) filing statement)



                         WITH A COPY TO:
                       L. R. McMillan, II
                    JONES, WALKER, WAECHTER,
              POITEVENT, CARRERE & DENEGRE,  L.L.P.
                      201 St. Charles Avenue
                New Orleans, Louisiana 70170-5100
                         (504) 582-8000



     This  Amendment  No.  2  (this  "Amendment")  amends  and  supplements  the
Solicitation/Recommendation Statement  on  Schedule 14D-9 filed on July 14, 1997
by  Delchamps,  Inc.,  an Alabama corporation (the  "Company"),  as  amended  by
Amendment  No.  1 filed on  August 1, 1997  by  the  Company  (as  amended,  the
"Schedule 14D-9"),  relating  to  a  tender  offer commenced on June 14, 1997 by
Delta Acquisition Corporation ("Offeror"), a wholly  owned subsidiary of Jitney-
Jungle Stores of America, Inc. ("Parent").

     All  capitalized  terms  used  but not otherwise defined  herein  have  the
meanings attributed to them in the Schedule 14D-9.

     The items in the Schedule 14D-9  set  forth  below  are  hereby amended and
supplemented by adding the following:

ITEM 2.   Tender Offer of the Bidder.

     Parent  announced  on  August  22,  1997  that  Offeror  had  extended  the
Expiration  Date  of  the Offer until 5:00 p.m., New York City time, on  Friday,
September 12, 1997.

     Reference is made  to the press release issued by the Company on August 22,
1997, a copy of which is  filed  as Exhibit (a)(9) to this Schedule 14D-9 and is
incorporated herein by reference.

ITEM 8.   Additional Information to be Furnished.

Other Information

     On August 25, 1997, the Company filed a Current Report on Form 8-K with the
Securities  and  Exchange  Commission   setting   forth  the  Company's  audited
consolidated financial statements 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.


ITEM 9.   Material to be Filed as Exhibits.

Exhibit No.

(a)(9)    Press release issued by the Company dated August 22, 1997.

(a)(10)   Audited consolidated financial statements of the Company 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 (incorporated by reference to the  Company's Current Report
          on Form 8-K dated August 25, 1997).


                            Signature

     After  reasonable  inquiry and to the best of my knowledge  and  belief,  I
certify that the information  set  forth in this statement is true, complete and
correct.

Date: August 26, 1997                    DELCHAMPS, INC.


                                         By:  /s/ Timothy E. Kullman
                                              ----------------------
                                              Timothy E. Kullman
                                              Senior Vice President and
                                              Chief Financial Officer




                          Exhibit Index

Exhibit No.         Description

(a)(9)              Press release issued by the Company dated August 22, 1997.
(a)(10)             Audited consolidated financial statements of the Company  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  (incorporated  by
                    reference to the Company's  Current Report on Form 8-K dated
                    August 25, 1997).

EX-99.(A)(9)

          JITNEY-JUNGLE EXTENDS EXPIRATION DATE OF OFFER
                 FOR DELCHAMPS UNTIL SEPTEMBER 12


     MOBILE,  Ala.,  August  22 -- Delchamps, Inc. (Nasdaq-NNM:  DLCH) announced
today that Jitney-Jungle Stores  of  America,  Inc.  has extended the expiration
date of the $30 per share cash tender offer by Jitney-Jungle's  subsidiary Delta
Acquisition Corporation for all outstanding shares of Delchamps,  Inc.  to  5:00
p.m. New York City time on September 12, 1997.

     David  Morrow,  Chairman  of  the  Board  and  Chief  Executive  Officer of
Delchamps, Inc. said that Jitney's extension of the tender offer was in response
to  ongoing  discussions among Jitney, the staff of the Federal Trade Commission
and  a potential  buyer  regarding  a  possible  divestiture  plan  for  certain
supermarkets.   The  divestiture  plan would be designed to address FTC concerns
about the effect of the acquisition  in  certain  markets  in which both Jitney-
Jungle and Delchamps have stores.  Morrow explained that in  order to facilitate
these discussions, Jitney had committed to the FTC staff that  without the FTC's
prior approval, Jitney will not consummate the tender offer before  the later of
September  30, 1997 or 14 business days after Jitney has substantially  complied
with the FTC's  second  request,  with the understanding that the FTC staff will
use its best efforts to reach an agreement  on a divestiture plan, and recommend
to  the full FTC that it act on the plan and permit  Jitney  to  consummate  the
tender offer, by no later than September 12, 1997.

     Mr. Morrow stated, "Jitney-Jungle has had constructive discussions with the
FTC,  and  we are pleased that they plan to work towards a September 12 closing.
The Company's  board  of  directors  and management continue to believe that the
proposed acquisition by Jitney is in the  best  interests of the Company and its
shareholders and recommend that Delchamps' shareholders  tender  their shares as
soon as possible."

     As  of  the  close of business on August 22, 1997, approximately  1,187,858
shares of common stock of Delchamps had been tendered and not withdrawn.

     Delchamps currently  operates  118  supermarkets in Louisiana, Mississippi,
Alabama  and Florida and ten liquor stores  in  Florida.   The  Company  employs
approximately 8,000 associates.

CONTACT:   Timothy  E.  Kullman,  Sr.  VP  Chief  Finc.  Officer,  Treasurer and
Secretary of Delchamps, 334-433-0431, ext. 217, or fax, 334-438-4586.