SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C. 20549

                                     FORM 15


   Certification and Notice of Termination of Registration under Section 12(g) 
  of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports 
      Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                                        Commission File Number:   0-12923
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                                   Delchamps, Inc.
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              (Exact name of registrant as specified in its charter)


     305 Delchamps Drive Mobile, Alabama 36602; Telephone No.: (334) 433-0431
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     (Address, including zip code, and telephone number, including area code, of
                      registrant's principal executive offices)


                   Common Stock par value $.01 per share,
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             (Title of each class of securities covered by this Form)


                                         None
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     (Titles of all other classes of securities for which a duty to file reports
                        under section 13(a) and 15(d) remains)


     Please place an X in the box(es) to designate the appropriate rule 
provision(s) relied upon to terminate or suspend the duty to file reports:

          Rule 12g-4(a)(1)(i)  [X]       Rule 12h-3(b)(1)(ii) []  
          Rule 12g-4(a)(1)(ii) []        Rule 12h-3(b)(2)(i)  []
          Rule 12g-4(a)(2)(i)  []        Rule 12h-3(b)(2)(ii) []
          Rule 12g-4(a)(2)(ii) []        Rule 15d-6           [] 
          Rule 12h-3(b)(1)(i)  [X]

     Approximate number of holders of record as of the certification or 
notice date;
     One (1)
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     Pursuant to the requirements of the Securities Exchange Act of 1934, 
Delchamps, Inc. has caused this certification/notice to be signed on its 
behalf by the undersigned duly authorized person.


DATE:     November 4, 1997                     BY: /s/ Michael E. Julian
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                                                   Michael E. Julian 
                                                   Chief Executive Officer and 
                                                   Vice President 

Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the 
General Rules and Regulations under the Securities Exchange Act of 1934. The 
registrant shall file with the Commission three copies of Form 15, one of 
which shall be manually signed. It may be signed by an officer of the 
registrant, by counsel or by any other duly authorized persons. The name and 
title of the person signing the form shall be typed or printed under the 
signature.