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. 3)
                         


                            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.  3 (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  and  Amendment  No.  2 filed on August 25, 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.

     The Company announced on September  10, 1997 that the Company and
Parent had executed an agreement on the terms  of  a  proposed consent
decree which will, if approved by the Federal Trade Commission,  allow
the  Offeror  to  acquire  the  Company  under  the  Hart-Scott-Rodino
Antitrust Improvements Act of 1976.  The Company also  announced  that
the  noteholder  consent  condition  in  the  tender  offer  had  been
satisfied.

     Reference  is  made to the press release issued by the Company on
September 10, 1997, a  copy  of  which  is filed as Exhibit (a)(11) to
this Schedule 14D-9 and is incorporated herein by reference.


ITEM 9.   Material to be Filed as Exhibits.


Exhibit No.

(a)(11)   Press  release  issued by the Company  dated  September  10,
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: September 11, 1997           DELCHAMPS, INC.


                              By:  /s/  Richard W. LaTrace
                                   ------------------------
                                       Richard W. LaTrace
                                       President






                          Exhibit Index

Exhibit No.         Description

(a)(11)             Press   release   issued   by  the  Company  dated
September 10, 1997.

EX-99.(A)(11)

FOR IMMEDIATE RELEASE

                   DELCHAMPS AND JITNEY-JUNGLE
              EXECUTE PROPOSED FTC CONSENT AGREEMENT


     Mobile,  Alabama,  September  10,  1997.  Delchamps, Inc. (NASDAQ
NMS-DLCH) announced today that it and Jitney-Jungle Stores of America,
Inc. have executed an agreement on the terms  of  a  proposed  consent
decree which will, if approved by the Federal Trade Commission,  allow
Jitney-Jungle   to   acquire  Delchamps  under  the  Hart-Scott-Rodino
Antitrust Improvements  Act  of  1976.   Delchamps  said  the  consent
agreement  is now under consideration by the Commission and its staff.
Jitney-Jungle  has  asked  for  a decision prior to the September 12th
expiration of its tender offer for  Delchamps  common  stock, although
Jitney-Jungle cannot predict its timing or outcome.

     Yesterday,  Jitney-Jungle  announced  that  it  had obtained  the
consent  of  holders  of  its 12% Senior Notes due 2006 to  amend  the
Senior Notes Indenture in order  to  permit  Jitney's  acquisition  of
Delchamps  and  related  financing.  Therefore, the noteholder consent
condition in the tender offer has been satisfied.

     As of the close of business  on September 10, 1997, approximately
2,004,766 shares of Delchamps common  stock  had been tendered and not
withdrawn.  In addition,  Delchamps has been advised by the Trustee of
its Employee Stock Ownership Plan that as of September  9,  1997,  the
Trustee  had  received  instructions from  ESOP participants to tender
912,370 shares of Delchamps common stock held in the ESOP.  The shares
tendered and the ESOP shares  as  to  which  the  Trustee has received
instructions  to  tender represent approximately 40.5%  of  Delchamps'
outstanding common stock.

     As previously announced, Delchamps and Jitney-Jungle have entered
into a merger agreement  under which Jitney-Jungle's subsidiary, Delta
Acquisition Corporation, commenced  a  $30 per share cash tender offer
for all outstanding shares of Delchamps which will expire at 5:00 p.m.
New York City time, on Friday, September 12, 1997, unless extended.

     CONTACT:  Timothy  E.  Kullman,  Senior   Vice   President,  CFO,
Secretary,  Treasurer  of Delchamps, 334-433-0431, Ext. 217,  or  fax,
334-438-4586.