SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C. 20549


                                      FORM 8-K

                                   CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934




          DATE  OF  REPORT  (Date of earliest event reported) September 12,
          1997


                                   DELCHAMPS, INC.
               (Exact name of registrant as specified in its charter.)


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           |     ALABAMA         |     0-12923         |    63-0245434     |
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           | (State or other     | (Commission File    |  (IRS Employer    |
           | jurisdiction of     |     Number)         |  Identification   |
           |  incorporation)     |                     |     Number)       |
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                        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.)


           


          Item 1.  Changes in Control of Registrant.

               On September  12,  1997,  Jitney-Jungle  Stores  of America,
          Inc.,  a  Mississippi  corporation ("Parent"), announced that its
          wholly-owned  subsidiary,   Delta   Acquisition  Corporation,  an
          Alabama  corporation  ("Sub"),  had  accepted   for  payment  all
          outstanding shares of common stock (the "Shares")  of  Delchamps,
          Inc.,  an  Alabama  corporation (the "Company"), validly tendered
          pursuant to its tender  offer  (the  "Offer")  for  the Company's
          Shares, which expired as scheduled on September 12, 1997  at 5:00
          p.m.  New York City time.  An aggregate of 5,317,510 Shares  were
          validly   tendered  pursuant  to  the  Offer,  which  constitutes
          approximately 73.9% of the Company's outstanding Shares.  Sub has
          paid approximately  $159.6  million  in cash for the Shares.  The
          Offer was commenced pursuant to an Agreement  and  Plan of Merger
          dated as of July 8, 1997 by and among Parent, Sub and the Company
          (the "Merger Agreement").

               Sub's  source of funds to acquire the Shares is  Parent  and
          Parent's source  of  funds to acquire the Shares is proceeds from
          (i) a $150 million senior  credit  facility  with  Fleet  Capital
          Corporation  and  certain  other lenders, which facility has been
          guaranteed on a full, unconditional,  joint  and  several general
          basis by all of Parent's subsidiaries, including the Company, and
          is secured with a first priority lien on all of Parent's  and its
          subsidiaries'  (including  the  Company's)  existing  and  after-
          acquired  tangible  and  intangible  assets, and (ii) the sale of
          $200  million  in  principal  amount of Parent's  10-3/8%  Senior
          Subordinated Notes due 2007, which  notes have been guaranteed on
          a  senior  subordinated  basis by all of  Parent's  subsidiaries,
          including the Company.

               The Merger Agreement  provides  that, following consummation
          of  the  Offer  and  subject  to  certain  conditions  (including
          approval by the shareholders of the Company),  Sub will be merged
          with  and  into  the  Company  in  accordance  with the  relevant
          provisions  of the Alabama Business Corporation Act,  as  amended
          (the "ABCA").   Because  the  approval of the holders of at least
          66-2/3% of all outstanding Shares  is  sufficient  to approve the
          Merger Agreement, Sub can cause the merger to occur  without  the
          affirmative  vote  of any other holder of Shares.  Parent and Sub
          have agreed pursuant  to  the  Merger Agreement to vote all their
          Shares in favor of the approval  of  the  Merger Agreement and to
          use their commercially reasonable best efforts  to consummate the
          Merger, subject to the conditions in the Merger Agreement.   Upon
          consummation  of  the  Merger, each outstanding Share (other than
          Shares acquired by Sub in  the  Offer  and  Shares  as  to  which
          dissenters'  rights  are  perfected)  will  be converted into the
          right to receive $30.00 in cash.

               Pursuant to the Merger Agreement, upon payment  by  Sub  for
          the  Shares  tendered  pursuant  to  the  Offer, Messrs. David W.
          Morrow, Richard W. LaTrace, Timothy E. Kullman,  James  M.  Cain,
          John A. Caddell and J. Thomas Arendall, Jr. resigned as directors
          of  the  Company,  and the vacancies created by such resignations
          were filled by the following  persons designated by Sub:  Messrs.
          Bruce C. Bruckmann, Roger E. Friou,  W.H. Holman, Jr., Michael E.
          Julian,  Harold O. Rosser, II and Steven  C.  Sherrill.   Messrs.
          E.E. Bishop,  William  W. Crawford and Carl F. Bailey continue to
          serve as Independent Directors  of  the  Company, as such term is
          defined in the Merger Agreement.

          Item 5.  Other Events.

               Mr.  David  W.  Morrow's  employment  as  Chairman   of  the
          Company's  Board of Directors and Chief Executive Officer of  the
          Company  has   been  terminated  effective  September  19,  1997.
          Mr. Michael E. Julian  was  appointed  Chairman  of the Company's
          Board  of  Directors and Chief Executive Officer of  the  Company
          effective that same date.



            

                                     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:           September 26, 1997