The Justice Dept. has cleared the deal of any antitrust violations. The transaction is expected to close by year end, according to industry sources familiar with the deal.

The sale had been imminent for over a year, although officials of both stores denied the speculation.

The transaction intrigues the food industry, particularly since Jacksonville-based Winn-Dixie announced in April it was closing 114 unprofitable stores, eliminating 11,000 jobs and replacing 10 vice presidents.

On top of that gloomy scenario, Winn-Dixie reported an 82.5% drop in third-quarter profit. But the chain still plans to open 18 supermarkets and remodel 19 older assets this year.

Gooding's store shedding is especially disconcerting to loyal customers. They recall a Gooding's store in suburban Maitland in 1964 was Central Florida's first supermarket featuring a bakery and delicatessen. The store was also the first to offer 24-hour shopping.

Gooding's plans to continue operating its remaining three stores on International Drive in Orlando's tourist corridor, on State Road 535 near the Walt Disney World entrance in Lake Buena Vista and in Celebration, Osceola County, about 25 miles south of Downtown Orlando.

Both Winn-Dixie and Gooding's plan to continue their on-line shopping programs started earlier this year.

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