FORM 4

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

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

North, Julia B.

2. Issuer Name and Ticker or Trading Symbol
Winn-Dixie Stores, Inc. (WIN)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

(Last)      (First)     (Middle)

76 Brighton Road, NE
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

Atlanta, GA 30309

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

652

D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Director's Stock Opt (right to buy)⁽¹⁾

$14.25

01/15/08

Common Stock

2,500

D

Director's Stock Opt (right to buy)⁽¹⁾

$11.14

01/15/09

Common Stock

2,500

D

Director's Stock Opt (right to buy)⁽¹⁾

$12.67

01/15/10

Common Stock

5,000

D

Phantom Stock Units

$12.51⁽²⁾

04/29/2003⁽³⁾

A

120

 ⁽⁴⁾

Common Stock⁽⁴⁾

120

18,071

D

Explanation of Responses:

(1) Options granted under Stock Plan for Directors.
(2) 1-for-1
(3) The Phantom Stock Units were accrued under the Directors' Deferred Fee Plan on April 29, 2003 at a price of $12.51.
(4) The units are to be settled in cash upon the reporting person's retirement, either in a lump sum or, at the election of the Director, in annual installments, subject to Winn-Dixie's option to accelerate payment.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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