Item 1.01 Entry into a Material Definitive Agreement

Amendment Number 1 to the Amended and Restated Credit Agreement, dated as of September 2, 2008, permits the Company to issue capital securities pursuant to and in accordance with the terms of the Winn-Dixie Stores, Inc. Equity Incentive Plan and Employee Stock Purchase Plan ("ESPP") or similar plan for the benefit of employees of the Company. The Board has approved the ESPP, and the Company's shareholders will be asked to approve the ESPP at the 2008 Annual Meeting. If approved by the shareholders, the Company anticipates that the ESPP will become effective on January 1, 2009.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Amendment Number 1 to Amended and Restated Credit Agreement dated as of September 2, 2008.

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