8-K

                                   FORM 8-K



                       SECURITIES AND EXCHANGE COMMISSION

                            Washington D.C.  20549


                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


  Date of Report  (Date of earliest event reported):  February 17, 1995


                        KASH N' KARRY FOOD STORES, INC.
             (Exact name of registrant as specified in its charter)


                       Commission File No.  33-25621

        Delaware                                 95-4161591
(State of incorporation)            (IRS employer identification number)

                    6422 Harney Road, Tampa, Florida  33610
           (Address of registrant's principal executive offices)

                              (813) 621-0200
           (Registrant's telephone number, including area code)



Item 4.  Changes in Registrant's Certifying Accountants.



     On February 17, 1995, KPMG Peat Marwick LLP ("KPMG"), the 
registrant's independent accountants who were previously engaged as the 
principal accountants to audit the registrant's financial statements, 
were dismissed.  KPMG's report on the registrant's financial statements 
for either of the last two years contained no adverse opinion or a 
disclaimer of opinion, or was qualified or modified as to uncertainty, 
audit scope, or accounting principles, except that KPMG's report on the 
1994 financial statements of registrant contained a separate paragraph 
stating that "Kash n' Karry Food Stores, Inc., has suffered recurring 
losses from operations and has a net capital deficiency.  As discussed in 
note 1 to the financial statements, Kash n' Karry Food Stores, Inc., 
filed a pre-packaged petition under Chapter 11 of the United States 
Bankruptcy Code on November 9, 1994.  These matters raise substantial 
doubt about its ability to continue as a going concern.  The financial 
statements and financial statement schedules do not include any 
adjustments that might result from the outcome of this uncertainty."  The 
registrant's plan of reorganization was approved by the bankruptcy court 
on December 12, 1994, and became effective on December 29, 1994.

     The decision to change accountants was recommended by the 
registrant's audit committee and approved by the registrant's Board of 
Directors.  During the registrant's two most recent fiscal years and any 
subsequent interim period preceding the dismissal, there were no 
disagreements with KPMG on any matter of accounting principles or 
practices, financial statement disclosures, or auditing scope or 
procedures, which disagreements, if not resolved to the satisfaction of 
KPMG, would have caused it to make reference to the subject matter of the 
disagreements in connection with its report.  Also, during the 
aforementioned period, there were no reportable events.

     On February 17, 1995, the registrant engaged Coopers & Lybrand 
L.L.P as the principal accountants to audit the registrant's financial 
statements for the fiscal year ending July 30, 1995.


Item 7.  Exhibits.

Exhibit No.                   Description
- -----------                   -----------

    16.1          Letter dated February 23, 1995, from KPMG Peat Marwick 
                  LLP to the Securities and Exchange Commission.    





                              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.

                                    KASH N' KARRY FOOD STORES, INC.



                                     /S/ RICHARD D. COLEMAN
                                    ----------------------------------
                                    Richard D. Coleman
                                    Vice President and Controller

DATED:   February 23, 1995

EX-16.1

                      (on KPMG Peat Marwick LLP letterhead)




Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for Kash n' Karry Food Stores, 
Inc. and, under date of September 16, 1994, except with respect to notes 
1 and 5, which were as of November 9, 1994, we reported on the balance 
sheets of Kash n' Karry Food Stores, Inc. as of July 31, 1994 and August 
1, 1993 and the related statements of operations, stockholders' deficit, 
and cash flows for the fifty-two weeks ended July 31, 1994 and August 1, 
1993 and fifty-three weeks ended August 2, 1992.  On February 17, 1995, 
our appointment as principal accounts was terminated.  We have read Kash 
n' Karry Food Stores, Inc.'s statements included under Item 4 of its Form 
8-K dated February 17, 1995, and we agree with such statements, except 
that we are not in a position to agree or disagree with Kash n' Karry 
Food Stores, Inc.'s statements that the change in accountants was 
recommended by the registrant's audit committee and approved by the 
registrant's Board of Directors.

                                    
/s/ KPMG Peat Marwick LLP
- ------------------------------------

February 23, 1995
Tampa, Florida