FOR YOUR INFORMATION..................December 9, 1988



     Flowers Industries, Inc. has asked the Federal Trade
Commission to approve its proposed acquisition of a bakery plant
and certain bakery equipment from Dixie Darling Bakers, Inc.
(Dixie), a wholly-owned subsidiary of Winn-Dixie Stores, Inc.

     Commission approval of certain bakery acquisitions is
required by a 1983 FTC consent order.  The consent order settled
a 1980 FTC complaint charging that Flowers' seven acquisitions of
bakeries in the southeastern United States between 1973 and 1980
were anticompetitive.  The order requires Flowers to obtain FTC
approval before acquiring assets, routes, or any interests in any
bakery.

     Flowers is seeking to acquire Dixie's Montgomery, Ala.,
bakery plant and equipment, and the bakery machinery and
equipment at its bakery plants in Miami, Fla., Jacksonville,
Fla., and Greenville, S.C.  Dixie's baked goods currently are
delivered solely to retail grocery stores owned and operated by
Winn-Dixie.  Following the proposed acquisition, Winn-Dixie
intends initially to purchase its private label brand products
from Flowers.

     According to the FTC staff, Flowers is one of the largest
bakers in the southeastern United States, producing and
distributing white and variety breads and bread-type rolls to
grocery stores and other customers.  Flowers is headquartered in
Thomasville, Ga.

     Winn-Dixie is a leading food retailer in the Sunbelt with
over 1200 supermarkets in 13 southeastern and southwestern
states.

     The petition will be subject to public comment for 30 
days, until January 9, 1989.  Comments should be addressed to the
Office of the Secretary, Federal Trade Commission, 6th St. and
Pennsylvania Ave., N.W., Washington, D.C.  20580.



                             (More)


„Copies of the petition are available from the FTC's Public
Reference Branch, Room 130, same address; 202-326-2222; TTY 202-
326-2502.

                              # # #

MEDIA CONTACT:      Brenda A. Mack, Office of Public Affairs,
                    202-326-2182

STAFF CONTACT:      Elliot Feinberg, Bureau of Competition,
                    202-326-2687


(FTC Docket No. D-9148)



(FlowrDixie)