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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person * APPEL LAURENCE B   2. Issuer Name and Ticker or Trading Symbol WINN DIXIE STORES INC [WINN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, General Counsel and Secy (Last) (First) (Middle) 5050 EDGEWOOD CT 3. Date of Earliest Transaction (Month/Day/Year) 02/26/2008 (Street) JACKSOVILLE, FL 32254 4. If Amendment, Date Original Filed(Month/Day/Year) 02/28/2008 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership 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 02/26/2008(1)   J(1)   9,279 A $ 0 (1) 9,279 D   Common Stock 02/26/2008   S(2)   100 D $ 17.5 9,179 D   Common Stock 02/26/2008   S(2)   100 D $ 17.5 9,079 D   Common Stock 02/26/2008   S(2)   100 D $ 17.47 8,979 D   Common Stock 02/26/2008   S(2)   100 D $ 17.49 8,879 D   Common Stock 02/26/2008   S(2)   100 D $ 17.49 8,779 D   Common Stock 02/26/2008   S(2)   100 D $ 17.47 8,679 D   Common Stock 02/26/2008   S(2)   100 D $ 17.49 8,579 D   Common Stock 02/26/2008   S(2)   100 D $ 17.49 8,479 D   Common Stock 02/26/2008   S(2)   100 D $ 17.47 8,379 D   Common Stock 02/26/2008   S(2)   200 D $ 17.47 8,179 D   Common Stock 02/26/2008   S(2)   100 D $ 17.46 8,079 D   Common Stock 02/26/2008   S(2)   100 D $ 17.43 7,979 D   Common Stock 02/26/2008   S(2)   100 D $ 17.44 7,879 D   Common Stock 02/26/2008   S(2)   100 D $ 17.46 7,779 D   Common Stock 02/26/2008   S(2)   25 D $ 17.49 7,754 D   Common Stock 02/26/2008   S(2)   99 D $ 17.44 7,655 D   Common Stock 02/26/2008   S(2)   100 D $ 17.44 7,555 D   Common Stock 02/26/2008   S(2)   200 D $ 17.46 7,355 D   Common Stock 02/26/2008   S(2)   170 D $ 17.43 7,185 D   Common Stock 02/26/2008   S(2)   100 D $ 17.43 7,085 D   Common Stock 02/26/2008   S(2)   100 D $ 17.48 6,985 D   Common Stock 02/26/2008   S(2)   100 D $ 17.43 6,885 D   Common Stock 02/26/2008   S(2)   78 D $ 17.43 6,807 D   Common Stock 02/26/2008   S(2)   300 D $ 17.44 6,507 D   Common Stock 02/26/2008   S(2)   964 D $ 17.41 5,543 D

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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. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

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

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

8. Price of Derivative Security (Instr. 5)

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

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

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

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

(3)

02/26/2008

J(1)

9,279

(4)

(4)

Common Stock

9,279

$ 0

18,839

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
APPEL LAURENCE B 5050 EDGEWOOD CT JACKSOVILLE, FL 32254			SVP, General Counsel and Secy

Signatures

Larry B. Appel		03/03/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Restricted Stock Units were awarded under the Winn-Dixie Stores, Inc. Equity Incentive Plan. The Restricted Stock Units are common stock equivalents because they are settled upon vesting solely in shares of common stock. The first one-third installment became vested and shares of stock were delivered to reporting person for that vesting.
(2)	Shares sold to satisfy tax withholding obligations that became due upon the vesting of RSU's.
(3)	Each restricted stock unit represents a contingent right to receive one share of Winn-Dixie Stores, Inc. common stock.
(4)	The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant.

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