UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

WINN-DIXIE STORES, INC., a corporation.

File No. 011-0022

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission ("Commission") having initiated an investigation of the proposed acquisition by Winn-Dixie Stores, Inc. ("Winn-Dixie") of certain assets from Jitney-Jungle Stores of America, Inc. ("Jitney-Jungle"), an entity controlled by Bruckmann, Rosser, Sherrill & Co., L.P. ("Bruckmann"), and it now appearing that Winn-Dixie, hereinafter sometimes referred to as "Proposed Respondent," is willing to enter into an Agreement Containing Consent Order ("Consent Agreement") prohibiting it from acquiring certain assets and requiring it to cease and desist from certain acts, and providing for other relief:

IT IS HEREBY AGREED by and among Proposed Respondent, by its duly authorized officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent Winn-Dixie Stores, Inc. is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Florida, with its office and principal place of business located at 5050 Edgewood Court, Jacksonville, Florida 32254.

2. Proposed Respondent admits all the jurisdictional facts set forth in the draft of Complaint here attached.

3. Proposed Respondent waives:

a. any further procedural steps;
 
b. the requirement that the Commission's Decision and Order attached hereto and made a part hereof contains a statement of findings of fact and conclusions of law;
 
c. all rights to seek judicial review or otherwise to challenge or contest the validity of the Decision and Order entered pursuant to this Consent Agreement; and
 
d. any claim under the Equal Access to Justice Act.

4. This Consent Agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this Consent Agreement is accepted by the Commission it, together with the draft of Complaint contemplated hereby, will be placed on the public record for a period of thirty (30) days and information in respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this Consent Agreement and so notify the Proposed Respondent, in which event it will take such action as it may consider appropriate, or issue and serve its Complaint (in such form as the circumstances may require) and Decision and Order, in disposition of the proceeding.

5. This Consent Agreement is for settlement purposes only and does not constitute an admission by Proposed Respondent that the law has been violated as alleged in the draft of Complaint here attached, or that the facts as alleged in the draft Complaint, other than jurisdictional facts, are true.

6. This Consent Agreement contemplates that, if it is accepted by the Commission, and if such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of Section 2.34 of the Commission's Rules, 16 C.F.R.  2.34, the Commission may, without further notice to the Proposed Respondent, (1) issue its Complaint corresponding in form and substance with the draft of Complaint here attached and its Decision and Order containing an Order to cease and desist in disposition of the proceeding, and (2) make information public with respect thereto. When so entered, the Decision and Order shall have the same force and effect and may be altered, modified, or set aside in the same manner and within the same time provided by statute for other orders. The Decision and Order shall become final upon service. Delivery of the Complaint and Decision and Order to Proposed Respondent by any means specified in Section 4.4(a) of the Commission's Rules, 16 C.F.R.  4.4(a), shall constitute service. Proposed Respondent waives any right it may have to any other manner of service. The Complaint may be used in construing the terms of the Decision and Order, and no agreement, understanding, representation, or interpretation not contained in the Decision and Order or the Consent Agreement may be used to vary or contradict the terms of the Decision and Order.

7. Proposed Respondent has read the proposed Complaint and Order contemplated hereby. Proposed Respondent understands that once the Order has been issued, it will be required to file one or more compliance reports showing that it has fully complied with the Order. Proposed Respondent further understands that it may be liable for civil penalties in the amount provided by law for each violation of the Order after it becomes final. By signing this Consent Agreement, Proposed Respondent represents that it can accomplish the full relief contemplated by this Consent Agreement.

8. Proposed Respondent agrees to comply with the proposed Decision and Order from the date it signs the Consent Agreement. Proposed Respondent agrees that, in the event that the Commission withdraws its acceptance of this Consent Agreement pursuant to the provisions of Section 2.34 of the Commission's Rules, 16 C.F.R.  2.34, Proposed Respondent will continue complying with Paragraph II of the proposed Decision and Order until three (3) business days after the Commission withdraws such acceptance.

9. Within thirty (30) days of the date on which Proposed Respondent signs this Consent Agreement, Proposed Respondent shall submit an initial report, pursuant to Section 2.33 of the Commission's Rules, 16 C.F.R.  2.33, setting forth in detail the manner in which it is complying, and will comply, with the terms of Paragraph II of the Order. Such report will not become part of the public record unless and until the Commission accepts the Consent Agreement for public comment.

Signed this _____ day of December, 2000

WINN-DIXIE STORES, INC.

By:
______________________________
Allen Rowland
President and Chief Executive Officer
Winn-Dixie Stores, Inc.

______________________________
Christopher J. MacAvoy, Esq
Howrey, Simon, Arnold & White
Counsel for Winn-Dixie Stores, Inc.

FEDERAL TRADE COMMISSION

By:
______________________________
James A. Fishkin, Attorney
Bureau of Competition

______________________________
Michael J. Bloom, Senior Counsel
Northeast Region

______________________________
Dara J. Diomande, Attorney
Northeast Region

Approved:

______________________________
Barbara Anthony
Director
Northeast Region

______________________________
Molly S. Boast
Senior Deputy Director
Bureau of Competition

______________________________
Richard G. Parker
Director
Bureau of Competition