FOURTH AMENDMENT TO BYLAWS
                               OF
                KASH N' KARRY FOOD STORES, INC.,
                     a Delaware corporation


     The  following amendment to the Bylaws of Kash n' Karry Food
Stores, Inc. (the "Corporation") was adopted on March 8, 1996, at
a  regular  meeting of the Board of Directors of the Corporation,
as permitted by Article XIV of the Bylaws:
     
     1.   The following shall be added to Article IV, Section  2,
of the Bylaws of the Corporation:
       
       "In addition, the Board may empower the President  to
       appoint  any  officer  of the  Corporation  named  in
       Section  1  of this Article, except for the  Chairman
       of  the  Board, the President and any Vice  President
       having  the  duties of Chief Financial  Officer.  Any
       such  officer appointed by the President shall  serve
       at  the  pleasure of the President,  and  shall  hold
       office  until  his  resignation,  removal  or   other
       disqualification   from   service,   or   until   his
       successor shall be appointed."

     2.   The  first sentence of Article IV, Section 10,  of  the
Bylaws is hereby amended to read as follows:
       
       "The  Treasurer shall keep and maintain, or cause  to
       be   kept   and  maintained,  adequate  and   correct
       accounts  of the properties and business transactions
       of  the  Corporation, and shall send or cause  to  be
       sent  to  the  stockholders of the  Corporation  such
       financial  statements and reports as are  by  law  or
       these Bylaws required to be sent to them."
       
       
     3.   The  foregoing amendment became effective on  March  8,
1996.



     DATED: June 6, 1996.


                              /s/ Richard D. Coleman
                              ___________________________________
                              Richard  D.  Coleman, Secretary  of
                              Kash n' Karry Food Stores, Inc.

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