UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549

                                    FORM 10-Q
(Mark One)
[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended February 25, 2006
OR

[_]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from _____________ to ______________

          Commission File No. 0-5815

                            AMERICAN CONSUMERS, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)

              GEORGIA                                 58-1033765
              -------                                 ----------
 (State or other jurisdiction of            (I.R.S. Employer Identification
  incorporation or organization)                        Number)

            55 Hannah Way, Rossville, GA                30741
            -------------------------------------------------
         (Address of principal executive offices)     (Zip Code)

     Registrant's Telephone Number, including Area Code: (706) 861-3347
     ------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
                                   report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  YES  (X)  NO  ( )

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer.  See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.  (Check
one):
Large accelerated filer  ( )  Accelerated filer  ( )  Non-accelerated filer  (X)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). ( ) YES  (X)  NO

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

               Class                              Outstanding at April 5, 2006
COMMON STOCK - $ .10 PAR VALUE                            797,016
NON VOTING COMMON STOCK - $ .10 PAR VALUE                 -------


<PAGE>
<TABLE>
<CAPTION>
ITEM 1.   FINANCIAL STATEMENTS

                                         FINANCIAL INFORMATION
                                       AMERICAN CONSUMERS, INC.
                         CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
                                              (UNAUDITED)


                                             THIRTEEN WEEKS ENDED           THIRTY-NINE WEEKS ENDED
                                        ------------------------------  ------------------------------
                                         February 25,    February 26,    February 25,    February 26,
                                             2006            2005            2006            2005
                                        --------------  --------------  --------------  --------------
<S>                                     <C>             <C>             <C>             <C>
NET SALES                               $   8,176,572   $   7,903,607   $  24,219,432   $  24,112,073
COST OF GOODS SOLD                          6,201,916       6,039,155      18,340,989      18,342,788
                                        --------------  --------------  --------------  --------------
Gross Margin                                1,974,656       1,864,452       5,878,443       5,769,285

OPERATING, GENERAL AND
ADMINISTRATIVE EXPENSES                     2,032,786       2,010,879       6,001,462       6,043,369
                                        --------------  --------------  --------------  --------------

Operating Loss                                (58,130)       (146,427)       (123,019)       (274,084)

OTHER INCOME (EXPENSE)
  Interest income                               2,759           1,118           8,035           2,925
  Other income                                 24,648          10,491          74,571          63,717
  Loss on disposition of property and
    equipment                                  (3,950)              -          (3,950)              -
  Interest expense                            (15,414)        (15,288)        (42,867)        (44,850)
                                        --------------  --------------  --------------  --------------
Loss Before Income Taxes                      (50,087)       (150,106)        (87,230)       (252,292)
INCOME TAXES                                        -               -               -               -
                                        --------------  --------------  --------------  --------------

NET LOSS                                      (50,087)       (150,106)        (87,230)       (252,292)

RETAINED EARNINGS:
  Beginning                                   906,076       1,172,753         943,462       1,275,445

  Redemption of common stock                     (173)           (102)           (416)           (608)
                                        --------------  --------------  --------------  --------------

  Ending                                $     855,816   $   1,022,545   $     855,816   $   1,022,545
                                        ==============  ==============  ==============  ==============

PER SHARE:
  Net loss                              $      (0.063)  $      (0.186)  $      (0.109)  $      (0.312)
                                        ==============  ==============  ==============  ==============
  Cash dividends                        $           -   $           -   $           -   $           -
                                        ==============  ==============  ==============  ==============
WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING                       800,879         806,666         801,456         807,424
                                        ==============  ==============  ==============  ==============
<FN>
                                   See Notes to Financial Statements
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                   FINANCIAL INFORMATION
                                  AMERICAN CONSUMERS, INC.
                                  CONDENSED BALANCE SHEETS

                                                                February 25,     May 28,
                                                                    2006           2005
                                                               --------------  ------------
                                                                (Unaudited)
<S>                                                            <C>             <C>
                                      --A S S E T S--
CURRENT ASSETS
  Cash and short-term investments                              $     511,269   $   298,759
  Certificate of deposit                                             309,351       302,848
  Accounts receivable                                                125,909       112,698
  Inventories                                                      2,118,093     2,207,089
  Prepaid expenses                                                    84,179        67,655
                                                               --------------  ------------
Total current assets                                               3,148,801     2,989,049
                                                               --------------  ------------
PROPERTY AND EQUIPMENT - at cost
  Leasehold improvements                                             292,842       290,586
  Furniture, fixtures and equipment                                3,297,530     3,258,304
                                                               --------------  ------------
                                                                   3,590,372     3,548,890
  Less accumulated depreciation                                   (3,081,293)   (2,931,312)
                                                               --------------  ------------
                                                                     509,079       617,578
                                                               --------------  ------------
TOTAL ASSETS                                                   $   3,657,880   $ 3,606,627
                                                               ==============  ============

                           --LIABILITIES AND STOCKHOLDERS' EQUITY--
CURRENT LIABILITIES
  Accounts payable                                             $     940,012   $   752,028
  Short-term borrowings                                              532,815       434,119
  Current maturities of long-term debt                               111,254       227,309
  Accrued sales tax                                                  103,831       111,996
  Other                                                              206,768       187,917
                                                               --------------  ------------
Total current liabilities                                          1,894,680     1,713,369
                                                               --------------  ------------
LONG-TERM DEBT                                                       162,417       198,935
                                                               --------------  ------------

STOCKHOLDERS' EQUITY
  Nonvoting preferred stock - authorized 5,000,000
    shares of no par value; no shares issued                               -             -
  Nonvoting common stock - authorized 5,000,000
    shares-$.10 par value; no shares issued                                -             -
  Common stock - $.10 par value; authorized 5,000,000
    shares; shares issued of 797,675 and 803,988 respectively         79,768        80,399
  Additional paid-in capital                                         665,199       670,462
  Retained earnings                                                  855,816       943,462
                                                               --------------  ------------
Total Stockholders' Equity                                         1,600,783     1,694,323
                                                               --------------  ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $   3,657,880   $ 3,606,627
                                                               ==============  ============
<FN>
                             See Notes to Financial Statements
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                              FINANCIAL INFORMATION
                             AMERICAN CONSUMERS, INC.
                        CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                       THIRTY-NINE WEEKS ENDED
                                                   ------------------------------
                                                    February 25,    February 26,
                                                        2006            2005
                                                   --------------  --------------
<S>                                                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                           $     (87,230)  $    (252,292)
Adjustments to reconcile net loss to net cash
  provided by operating activities:
    Depreciation and amortization                        210,012         229,329
    Loss on disposition of property and equipment          3,950               -
    Change in operating assets and liabilities:
      Accounts receivable                                (13,211)          3,778
      Inventories                                         88,996         102,057
      Prepaid expenses                                   (16,524)        (53,559)
      Accounts payable                                   187,984           3,724
      Accrued sales tax                                   (8,165)         (4,445)
      Other accrued liabilities                           18,851          21,646
                                                   --------------  --------------
Net cash provided by operating activities                384,663          50,238
                                                   --------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Decrease (Increase) in certificate of deposit           (6,503)         21,756
  Purchase of property and equipment                    (105,463)        (39,093)
                                                   --------------  --------------
Net cash used in investing activities                   (111,966)        (17,337)
                                                   --------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase in short-term borrowings                   98,696          96,803
  Proceeds from long-term borrowings                      22,212               -
  Principal payments on long-term debt                  (174,785)       (177,396)
  Redemption of common stock                              (6,310)         (9,199)
                                                   --------------  --------------
    Net cash used in financing activities                (60,187)        (89,792)
                                                   --------------  --------------
Net increase (decrease) in cash                          212,510         (56,891)
Cash and cash equivalents at beginning of period         298,759         335,135
                                                   --------------  --------------
Cash and cash equivalents at end of period         $     511,269   $     278,244
                                                   ==============  ==============
<FN>
                        See Notes to Financial Statements
</TABLE>


                                        4
<PAGE>
                            AMERICAN CONSUMERS, INC.
                          NOTES TO FINANCIAL STATEMENTS

(1)  Basis of  Presentation.

     The  financial  statements  have  been  prepared  in conformity with United
     States  generally  accepted  accounting  principles.

     The  interim  financial  statements  should  be  read  in  conjunction with
     the  notes  to the financial statements presented in the Corporation's 2005
     Annual  Report  to Shareholders. The quarterly financial statements reflect
     all  adjustments  which  are, in the opinion of management, necessary for a
     fair  presentation of the results for interim periods. All such adjustments
     are  of  a normal recurring nature. The results for the interim periods are
     not  necessarily  indicative of the results to be expected for the complete
     fiscal  year.

(2)  Commitments  and  Contingencies.

     We  have  estimated  that  capital  expenditures  will  not exceed $150,000
     for  the  fiscal year, based on the anticipated replacement of two vehicles
     during the fiscal year, as well as anticipated equipment failures that will
     be  replaced  in the ordinary course of business during the year (estimated
     based  on  prior  experience).

     Capital  expenditures  for  the  first  nine  months  of the current fiscal
     year  have  totaled  approximately  $105,500.  These  expenditures included
     replacement of two vehicles financed through payment of $17,678 in cash and
     manufacturer  financing  in  the  amount of $22,212 on one of the vehicles,
     plus  the  trade-in value received for the two older vehicles replaced. The
     remaining  capital  expenditures  for the year-to-date period have included
     $46,137  to replace certain refrigeration equipment at one of the Company's
     stores,  as  well  as  some  smaller  equipment purchases and miscellaneous
     shelving  upgrades  and  leasehold improvements. We are currently replacing
     more  store  shelving,  but  expect that our total capital expenditures for
     fiscal  2006  will  be  under  our  original  estimate of $150,000. Capital
     expenditures  are  normally funded from a combination of funds generated by
     operations  and,  to  the extent necessary, additional borrowings under our
     bank line of credit or through other credit sources (including, in the case
     of  new  vehicles,  manufacturer  financing  where  appropriate).

     The  Company  adopted  a  retirement  plan  effective  January 1, 1995. The
     plan  is  a  401(k)  plan  administered  by  BISYS Qualified Plan Services.
     Participation in the plan is available to all full-time employees after one
     year  of  service  and  age  19.  Any contribution by the Company is at the
     discretion  of the Board of Directors, which makes its decision annually at
     the  quarterly  meeting in January. The Board voted to contribute $7,500 to
     the  plan  for  both  calendar  years  2005  and  2004.

     None of the Company's employees are represented by a union.

(3)  Cost of  Goods  Sold.

     Cost  of  goods  sold  is comprised of the cost of purchasing the Company's
     products (such as groceries and other vendor-supplied products) sold during
     the  period.  Cost  of goods sold is equal to the beginning inventory, plus
     the  cost  of goods purchased during the period, less the amount comprising
     ending  inventory.  The cost of goods sold shown on the Company's Statement
     of Income and Retained Earnings is presented net of rebates from suppliers.
     These  rebates  represent  cash consideration received from suppliers based
     primarily  on  the Company's volume of purchases from such suppliers. These
     rebates  do  not  include  reimbursement  of  costs  incurred  to  sell the
     supplier's  products.  In  accordance  with EITF 02-16, the Company applies
     rebates  from  suppliers  (excluding  rebates  for  advertising costs) as a
     reduction  in  cost  of  goods  sold.


                                        5
<PAGE>
<TABLE>
<CAPTION>
ITEM  2

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                              RESULTS OF OPERATIONS

                                                        THIRTEEN WEEKS ENDED         THIRTY-NINE WEEKS ENDED
                                                  ------------------------------  ------------------------------
                                                   February 25,    February 26,    February 25,    February 26,
                                                       2006            2005            2006            2005
                                                  --------------  --------------  --------------  --------------
<S>                                               <C>             <C>             <C>             <C>
Sales                                             $   8,176,572   $   7,903,607   $  24,219,432   $  24,112,073
% Sales Increase                                           3.45%           3.94%            .45%           8.91%
Gross Margin %                                            24.15%          23.59%          24.27%          23.93%
Operating, General and Administrative Expenses:
  Amount                                          $   2,032,786   $   2,010,879   $   6,001,462   $   6,043,369
  % of Sales                                              24.86%          25.44%          24.78%          25.06%
Net Loss                                          $     (50,087)  $    (150,106)  $     (87,230)  $    (252,292)
</TABLE>

OVERVIEW:
--------

American  Consumers,  Inc.,  (the  "Company"),  operates  eight (8) self-service
supermarkets  within  a  compact  geographical  area  that  comprises  Northwest
Georgia,  Northeast Alabama and Southeast Tennessee. All of our supermarkets are
operated  under  the  name  "Shop-Rite,"  and  are engaged in the retail sale of
groceries  including  meats, fresh produce, dairy products, frozen foods, bakery
products,  tobacco  products  and  miscellaneous  other  non-food  items.

As  has  been the case in recent periods, the Company continues to struggle with
operating losses as we are faced with increasing competition from larger grocery
retailers  moving  into  the  smaller markets served by our stores.  The Company
realized  a net loss for the thirteen weeks (quarter) ended February 25, 2006 of
$50,087,  bringing the net loss for the first thirty-nine weeks (nine months) of
fiscal  2006  to $87,230.  This compares to a net loss for the same quarter last
year  of  $150,106,  and  a  loss  of $252,292 for the 2005 year to date period.

The  reduction  of  losses  for  both  the quarter and year to date periods were
greatly  impacted  by the increase in the gross margins as compared to the prior
year  (0.56%  for  the  quarter  and  0.34%  for  the nine month period) and the
decrease  in  operating,  general and administrative expenses as a percentage of
sales  for  the  periods presented (0.58% for the quarter and 0.28% for the nine
month  period).  The  gross  margin  for the quarter ended February 26, 2005 was
negatively  impacted  by  the fact that our primary inventory supplier increased
its  wholesale markup from 3.0% to 3.5% during the quarter, and we were not able
to  promptly  recover  the  increase through adjustments to the Company's retail
prices.

Management  actively  monitors  both  the  gross margin and the Company's retail
pricing  structure  in  an  attempt to maximize profitability.  Management began
working  on the Company's gross margin during the quarter ended August 31, 2002,
at which time the gross margin stood at 22.79% for the fiscal year ended June 1,
2002.  While  occasional  improvements  in gross profit have been seen in recent
periods,  as  we  have  previously noted, it is difficult to maintain a trend of
consistent  improvement  in the gross margin due to competitive conditions which
often delay the Company's ability to pass through price increases experienced at
the  wholesale  level.  For  instance,  although  we  succeeded in strategically
adjusting  our  retail  pricing mix to recapture the increase that our principal
supplier  implemented  in  its  wholesale markup during the third quarter of the
Company's  fiscal  2005, we have been able to recover only a portion of the fuel
surcharge  that  the  supplier implemented during the quarter ended November 26,
2005  through  retail  pricing  adjustments.


                                        6
<PAGE>
Accordingly,  while  management will attempt to offset any such future increases
in  costs through strategic adjustments to our pricing mix, further improvements
in the gross margin may not be achievable at this time, and deterioration in the
Company's  gross  margin  is  possible.  Management  believes  that  competitive
pressures  on  the  Company,  which have led to the losses experienced in recent
periods,  will continue to increase over time as a result of competitors opening
more  new  stores  in  the  Company's trade area. These competitors have greater
financial  resources  than  those  of  the  Company,  and  may be able to obtain
preferential  treatment  from  suppliers  in the form of advertising allowances,
lower  prices  and other concessions not available to the Company. These factors
allow our competitors to engage in aggressive pricing and promotional activities
that  the  Company  cannot  match,  putting us at a competitive disadvantage. In
response  to these developments, management will continue seeking to improve the
gross margin and increase profitability by working to obtain the lowest cost for
the  Company's  inventory,  and  as  competition  permits,  by  periodically
implementing  adjustments  in  the  Company's  overall  mix  of  retail  prices.

Our  gross  margins  may  not  be  directly  comparable  to  those of our larger
competitors,  since  some  of  those  companies  may  include the costs of their
internal  distribution networks in cost of goods sold - thus impacting the gross
margin  -  while  others  reflect  such  costs  elsewhere (such as in operating,
general  and  administrative expenses).  Unlike many of the larger grocery store
chains with which we compete, the Company does not have an internal distribution
network.  Inventory  is  delivered directly to our individual store locations by
our wholesale supplier, which recovers its distribution costs through the markup
that  it  charges  to  the  Company.

Management  is working to reduce operating, general and administrative expenses.
As  indicated in the table above, however, operating, general and administrative
expenses  have  remained  fairly consistent in relation to sales for the periods
presented  in  spite  of  some  short-term progress that has been made recently.
Certain of these expenses, however, are relatively fixed in nature.  Further, we
have  experienced  significant  increases  in  the  utilities  expenses  due  to
increasing  energy  costs  in  recent  periods,  which  are beyond the Company's
control.  Accordingly,  any  future  decrease  in  sales  due  to the effects of
ongoing  competition  will likely trigger further increases in this ratio, which
could  intensify  the  Company's  operating  losses.

Interest  income  increased  significantly  for  both  the three and nine months
periods  versus  the  prior year, due to a more favorable interest rate received
upon  the  re-pricing of the Company's one year certificate of deposit. Interest
expense  remained  fairy consistent between the periods presented, as reductions
in  the  Company's  outstanding  long-term  debt  helped to offset the impact of
rising  interest  rates  on  our  remaining  variable  rate  debt  balances.


THREE MONTHS ENDED FEBRUARY 25, 2006 COMPARED TO THREE MONTHS ENDED FEBRUARY 26,
--------------------------------------------------------------------------------
2005:
----

Sales:
-----

The  sales increase of $272,965 or 3.45%, for the current quarter as compared to
the prior year resulted from the net impact of sales increases at all but one of
the Company's grocery stores, which experienced a decrease of 2.78%.  Management
attributes  the increased sales to a promotion which the Company ran the week of
the  Super  Bowl,  as well as to two predictions of significant snowfalls during
the  quarter,  which  tend  to  generate  short-term  spikes in grocery sales as
customers  "stock  up" on staple items.  The fact that a tenant moved out of the
shopping  center


                                        7
<PAGE>
where our store which experienced decreased sales during the quarter is located,
combined with generally unfavorable traffic pattern conditions at that location,
contributed  to  the  decline.

The three months ended February 26, 2005 included an entire quarter of sales for
our Tunnel Hill store, opened on January 5, 2004.  Sales without Tunnel Hill for
that  quarter  increased  0.14%,  while  the  addition  of the Tunnel Hill store
accounted for the remainder of the sales increase of 3.94% over the 2004 period.
The improvement in same store sales for the three months ended February 26, 2005
versus  the  three  months  ended  February  28, 2004, excluding the Tunnel Hill
store,  is  primarily  attributable  to the closing of one of the Company's main
competitors in Dayton, Tennessee.  Other Company store locations saw either very
negligible  growth  in  sales or minimal declines.  Management believes that the
difficulties  frequently  experienced  by  the  Company  in increasing its sales
volume,  apart  from  the addition of new store locations, are indicative of the
effects  of  ongoing  price  competition  from  larger  competitors with greater
financial  resources  than  the  Company.

Gross  Margin:
-------------

The  Company's  gross  margin percentage for the three months ended February 25,
2006  increased  by  0.56%  from 23.59% to 24.15%.  This was due to management's
adjustments  to  the Company's overall pricing mix.  As noted above, although we
succeeded  in recapturing our principal supplier's February 2005 increase in its
wholesale  markup through strategic pricing adjustments, competition has limited
the  extent  to  which  we have been able to further adjust prices to offset the
fuel  surcharge  which  the  supplier  implemented  during the second quarter of
fiscal  2006.  While  management will continue to attempt to recover future cost
increases  through  corresponding  revisions  to  the  Company's  retail pricing
structure,  ongoing  competition  is likely to limit the extent to which further
improvements  in  the  gross  margin  percentage  will  be  attainable.

The  Company's  gross  margin percentage for the three months ended February 26,
2005 decreased by 1.39% as compared to the three months ended February 28, 2004,
from 24.98% to 23.59%. This amounts to a decrease in gross margin of $109,860 on
the  Company's  sales of $7,903,607 for the 2005 period, which equates to 73% of
the  Company's  $150,106  net  loss  for  the  quarter. Our gross margin for the
quarter  ended  February 26, 2005 was down 0.55% from the Company's gross margin
of  24.14%  for the quarter ended November 27, 2004. Nearly all of this decrease
from  the  prior  quarter  is  attributable  to  our  primary inventory supplier
increasing  its  wholesale  markup  from  3.0%  to 3.5% during the quarter ended
February  26,  2005,  combined  with  the  fact that we had not yet been able to
recover  this  increase  in  cost  through  adjustments  to the Company's retail
prices.

Operating, General and Administrative Expenses:
----------------------------------------------

The  Company's  operating expenses are comprised primarily of operating, general
and  administrative  expenses,  including  personnel  salary  costs  and related
payroll  costs,  depreciation  expense,  lease  expense, professional fees, bank
service  charges  and  credit  card  fees,  costs for office supplies, insurance
expense,  advertising  expense,  telephone  and  utilities  expense, repairs and
maintenance  and  other  minor  miscellaneous  expenses.

While operating, general and administrative expense decreased as a percentage of
sales  for  the most recent quarter, amounting to 24.86% of sales as compared to
25.44% for the quarter ended February 26, 2005, they increased in absolute terms
by  $21,907.  The  net  increase  in  these  expenses  resulted  from  increases
aggregating  to  $122,710  in  various  items,  the  principal


                                        8
<PAGE>
components of which were increases in advertising ($19,831), supplies ($10,372),
group  insurance  ($11,858), utilities ($48,029), professional fees ($7,851) and
bank  service  charges  and  credit  card  fees  ($12,364),  partially offset by
decreases aggregating to $100,803 in other operating, general and administrative
expense  items,  principally  decreases  in  store  wages  ($20,828), commercial
insurance  ($28,611), sales promotions ($25,017), depreciation ($7,242), repairs
and  services  ($4,529),  and  telephone  expense  ($5,023).

For  the  quarter ended February 26, 2005, the primary components of the $60,474
increase  in  these  expenses  were  increases  in  advertising  and promotional
expenditures  ($21,498),  bank  service  charges and credit card fees ($13,027),
payroll  expense  ($12,466),  insurance  expense  ($12,397)  and  repairs  and
maintenance  ($11,328),  partially offset by decreases aggregating to $10,242 in
other operating, general and administrative expense items, principally taxes and
licenses  and  professional  fees.  In  accordance  with EITF 02-16, advertising
rebates  received  from  suppliers  are deducted from advertising expense within
this  category.

Other  Income:
-------------

Other  income  increased  primarily due to an increase in check cashing fees and
due to an error in reporting last year as described below.

Other  income  decreased from $18,946 for the quarter ended February 28, 2004 to
$10,491  for  the  quarter  ended  February  26, 2005 due to an accounting error
during  the  second  quarter ended November 27, 2004, which was corrected in the
third  quarter.  The adjustments made during the quarter (which are the cause of
the  "negative"  net  amount presented in the table below) corrected the year to
date  figure  to $63,717 for the thirty-nine weeks ended February 26, 2005.  The
components of other income for the quarters ended February 25, 2006 and February
26,  2005  were  as  follows:

<TABLE>
<CAPTION>
                                                              THIRTEEN WEEKS ENDED
                                                     ---------------------------------------
          Description                                February 25, 2006    February 26, 2005
          -----------                                ------------------  -------------------
<S>                                                  <C>                 <C>
          Check cashing fees                         $           17,256  $           12,429
          Funds received for handling money orders                1,341              (8,159)
          Vendor's compensation from the States of
            Alabama and Georgia for collecting and
            remitting sales taxes on a timely basis               3,583               3,490
          Returned check fees                                       130                 862
          Revenue related to Fed-Ex shipments/other               2,338               1,869
                                                     ------------------  -------------------
          TOTAL                                      $           24,648  $           10,491
                                                     ==================  ===================
</TABLE>


                                        9
<PAGE>
NINE MONTHS ENDED FEBRUARY 25, 2006 COMPARED TO NINE MONTHS ENDED FEBRUARY 26,
------------------------------------------------------------------------------
2005:
----

Sales:
-----

Sales  for  the nine months ended February 25, 2006 increased less than one half
of  one  percent,  or  $107,359, from the same period a year ago.  Sales for the
period  were  up  at five stores and down at the other three.  For the first six
months  of  fiscal  2006, sales were actually down by 1.65% but, as noted above,
sales  increased during the third fiscal quarter due to the Super Bowl promotion
in  early  February  as  well  as  two  weather-related  events.

As noted previously, the three months ended February 26, 2005 included an entire
quarter  of  sales  for  our Tunnel Hill store, opened on January 5, 2004.  This
also affected the sales comparisons for the first nine months of fiscal 2004 and
2005.  Excluding the Tunnel Hill store, sales for the nine months ended February
26, 2005 only increased 1.49% versus the nine months ended February 28, 2004, as
compared to the reported increase of 8.91% when the results from the Tunnel Hill
location  are  included.

Gross  Margin:
-------------

The  Company's  gross  margin  percentage for the nine months ended February 25,
2006  increased  slightly  as  indicated  in  the  above table.  As discussed in
relation  to  the  results  for  the  three-month  period, while the Company has
experienced  some  success in recovering recent increases in our wholesale costs
through  strategic  adjustments  to  our  retail prices, competition from larger
retailers  has  prevented  us  from  recovering  100%  of these increased costs.
Accordingly, while we will continue to attempt to recover cost increases through
corresponding  revisions  to the Company's retail pricing structure, competition
is  likely to limit the extent to which further improvements in the gross margin
percentage  will  be  attainable.

The  Company's  gross  margin  percentage for the nine months ended February 26,
2005  decreased by 0.27% as compared to the nine months ended February 28, 2004,
from 24.20% to 23.93%.  This amounts to a decrease in gross margin of $65,103 on
the  Company's  sales  of  $24,112,073  for  the  2005  period, which amounts to
approximately  25.8%  of  the  Company's  $252,292  net  loss for the nine month
period.  This  erosion  in the Company's current gross margin as compared to the
first  nine  months  of fiscal 2004 is principally due to the effects of ongoing
price  competition  from competitors with greater financial resources than those
of  the  Company,  exacerbated by an increase from 3.0% to 3.5% in the wholesale
markup  charged  by  our  primary  inventory  supplier  during the quarter ended
February  26,  2005,  which  we  were  not  able  to  promptly  recover  through
adjustments  to  the  Company's  retail  prices.

Operating, General and Administrative Expenses:
----------------------------------------------

Operating,  general  and  administrative  expenses  for  the  year to date ended
February  25,  2006 have decreased by $41,907 or .28% of sales. While management
is  attempting to reduce these expenses as much as possible, areas such as group
health  insurance,  utilities,  bank  service  charges  and credit card fees are
difficult  to  control.  This is reflected in the fact that the net decrease for
the  year-to-date  period  includes  increases in certain operating, general and
administrative  expense  items aggregating to $228,238, the principal components
of  which were increases in utilities ($57,380), bank service charges and credit
card  fees  ($33,874),  bad  checks  expense  ($23,155),  supplies  ($26,846),
advertising  ($20,929),  professional  fees ($16,265), group insurance ($15,595)
and  repairs  and  services  ($7,508),  offset  by  decreases  aggregating  to


                                       10
<PAGE>
$270,145  in  other  operating,  general  and  administrative  expense  items,
principally  decreases in store wages ($96,091), commercial insurance ($48,229),
sales  promotions ($68,733), depreciation ($23,684), payroll taxes ($5,345), and
telephone  expense  ($2,577).

For  the  thirty-nine  weeks  ended  February  26,  2005,  apart from the $9,118
increase  in  non-cash  depreciation  and  amortization  charges,  the  primary
components  of the $564,498 increase in operating and administrative expenses as
compared  to the prior year period were increases in payroll expense ($214,172),
insurance expense ($74,505), advertising and promotional expenditures ($72,759),
utilities expense ($44,111), bank service charges and credit card fees ($28,956)
and  general  supplies  expense  ($23,928).

Other Income:
------------

As  noted  above,  other  income  decreased  from  $18,946 for the quarter ended
February  28,  2004 to $10,491 for the quarter ended February 26, 2005 due to an
accounting  error  during  the  second  quarter  ended  November  27, 2004.  The
adjustment  made  during  the  quarter  corrected  the  year  to date figures to
$63,717 for the  thirty-nine  weeks  ended February 26, 2005.  The components of
other  income for the thirty-nine weeks ended February 25, 2006 and February 26,
2005  were  as  follows:

<TABLE>
<CAPTION>
                                                             THIRTY-NINE WEEKS ENDED
                                                     --------------------------------------
          Description                                February 25, 2006   February 26, 2005
          -----------                                ------------------  ------------------
<S>                                                  <C>                 <C>
          Check cashing fees                         $           50,396  $           39,046
          Funds received for handling money orders                6,285               3,659
          Vendor's compensation from the States of
            Alabama and Georgia for collecting and
            remitting sales taxes on a timely basis              10,663              10,617
          Returned check fees                                       545               5,344
          Revenue related to Fed-Ex shipments/other               6,682               5,051
                                                     ------------------  ------------------
          TOTAL                                      $           74,571  $           63,717
                                                     ==================  ==================
</TABLE>

INCOME TAXES:
------------

The  Company accounts for income taxes in accordance with the provisions of SFAS
No.  109,  "Accounting  for  Income  Taxes," which requires that deferred income
taxes  be  determined  based  on the estimated future tax effects of differences
between  the  financial  statement and tax bases of assets and liabilities given
the provisions of the enacted tax laws.  Valuation allowances are used to reduce
deferred tax assets to the amount considered likely to be realized.

No  amounts  have  been  provided for current and deferred federal and state tax
expense  in the statements of income for the nine months ended February 25, 2006
or  February  26,  2005,  as  a result of continued net operating losses and the
related  full  valuation  of  the  Company's  net  deferred  tax  assets.


                                       11
<PAGE>
INFLATION:
---------

The Company continues to seek ways to cope with the threat of renewed inflation,
although  inflation  currently  is  not a significant factor except as discussed
above  in  relation to recent supplier wholesale price increases, driven in part
by  increased  fuel  costs.  To  the  extent permitted by competition, increased
costs  of  goods  and services to the Company are reflected in increased selling
prices  for  the  goods  sold  by  the  Company.


                               FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES:
-------------------------------

Changes  in  the  Company's  liquidity  and capital resources during the periods
presented  resulted  primarily  from  the  following:

During the thirty-nine weeks ending February 25, 2006, the Company increased its
draws under its line of credit with Northwest Georgia Bank by $100,000, bringing
the outstanding line balance to the full $500,000 available to the borrowed, and
incurred  additional  long-term debt in the amount of $22,212 in connection with
the  purchase  of  a  new  vehicle.  The  Company's  cash,  cash equivalents and
certificate  of  deposit increased by approximately $219,013.  While the Company
has  encountered  a year to date net loss of $87,230 for fiscal 2006, its impact
on  the  Company's liquidity has been offset by depreciation and amortization in
the amount of $210,012 for the period, which has no effect on the Company's cash
flow.  A  decrease in inventories of $88,996 and an increase in accounts payable
of  $187,984  also positively affected the Company's liquidity and cash position
during  this  period.  The Company achieved a net reduction in long-term debt of
approximately  $150,000 and used approximately $105,500 to purchase property and
equipment  during this thirty-nine week period.  The reduction in long-term debt
included the early payoff during the quarter of the note incurred to finance the
addition  of  our  seventh grocery store, which was due to mature in April 2006.
After allowing for the $433 monthly payment associated with the new vehicle that
was  financed during the second quarter, this resulted in a net reduction in our
monthly  debt  service  requirements  of  $3,143.

Purchases  of  property and equipment approximated $105,500 for this thirty-nine
week  period,  including replacement of two vehicles financed through payment of
$17,678  in  cash  and manufacturer financing in the amount of $22,212 on one of
the  vehicles,  plus  the  trade-in  value  received  for the two older vehicles
replaced.  Additional  purchases  of  property  and  equipment  financed through
operating cash flows during this period have included $46,137 to replace certain
refrigeration  equipment  at  one  store,  as  well  as  some  smaller equipment
purchases  and  miscellaneous  shelving  upgrades  and  leasehold  improvements.
Management  expects  to  replace  additional  store  shelving  during the fourth
quarter of fiscal 2006, which we intend to finance through operating cash flows,
but  we  expect  our  total capital expenditures for fiscal 2006 to be under our
original  estimate  for  the  fiscal  year  of  $150,000.

During the thirty-nine weeks ending February 26, 2005, the Company increased its
draws  under  its  line  of  credit  with Northwest Georgia Bank by $100,000 and
reduced  its cash, cash equivalents and certificates of deposit by approximately
$80,000.  These  funds  were  utilized to reduce the Company's long-term debt by
approximately $180,000 during the first thirty-nine weeks of fiscal 2005.  While
the Company encountered a year to date net loss of $252,292 for such period, its
full  impact  on  the Company's liquidity was softened, as much of this loss was
comprised  of  $229,329 in depreciation and amortization which have no impact on
the


                                       12
<PAGE>
Company's  cash  flow.  Management  also  concentrated on reducing the Company's
overall  inventories  during  the  first nine months of fiscal 2005 by $102,057,
which  had  a  positive  impact  on  our  liquidity.  Purchases  of property and
equipment  approximated  $40,000 for the first thirty-nine weeks of fiscal 2005.

The  ratio  of current assets to current liabilities was 1.66 to 1 at the end of
the latest quarter, February 25, 2006 compared to 1.77 to 1 on February 26, 2005
and  1.74  to 1 at the end of the fiscal year ended on May 28, 2005.  Cash, cash
equivalents  and  the  certificate  of  deposit  constituted 26.06% of the total
current  assets at February 25, 2006, as compared to 18.74% of the total current
assets  at  February  26, 2005 and 20.13% at May 28, 2005.  These ratios reflect
the  Company's increased reliance on bank financing during recent periods due to
increased  operating losses.  As discussed above, management has been working to
control costs and to gradually reduce the Company's inventory levels in order to
moderate the effects of these developments on the Company's overall liquidity by
reducing  the  Company's  working  capital  requirements.

Historically,  the  Company  has  financed  its  working  capital  requirements
principally  through  its  cash  flow  from operations.  Short-term borrowing to
finance inventory purchases is provided by the Company's $500,000 line of credit
from  its  bank and through borrowings from related parties, as discussed below.
The  bank  line  of  credit  is secured by the Company's certificate of deposit.
While  we  believe  that these sources will continue to provide us with adequate
liquidity  to  supply  the  Company's  working  capital  needs, if the Company's
operating  losses  were  to increase relative to depreciation and other non-cash
charges, our operating cash flows could be adversely affected.  If this happens,
we  could  be required to seek additional financing through bank loans, or other
sources,  in  order  to  meet our working capital needs.  If we were required to
seek such additional financing and were not able to obtain it, or were unable to
do  so  on  commercially  reasonable  terms,  we could be required to reduce the
Company's  current  level  of  operations  in order to lower our working capital
requirements  to  a level that our present financing arrangements would support.

Short-term borrowings as of specific dates are presented below:

<TABLE>
<CAPTION>
                               February 25,   May 28,   February 26,
                                  2006         2005        2005
                              -------------  --------  -------------
<S>                           <C>            <C>       <C>
Michael and Diana Richardson  $      12,406  $ 12,776  $      12,607
Matthew Richardson                   20,409    21,343         24,246
Line of Credit                      500,000   400,000        400,000
                              -------------  --------  -------------
TOTAL                         $     532,815  $434,119  $     436,853
                              =============  ========  =============
</TABLE>

The  Company's  line of credit with Northwest Georgia Bank bears interest at the
prime  rate, subject to a 6.0% floor.  Notes to Michael and Diana Richardson and
to Matthew Richardson are unsecured, payable on demand and bear interest at .25%
below  the  base  rate  charged by Northwest Georgia Bank on the line of credit.
Michael  Richardson  is Chairman of the Board and Chief Executive Officer of the
Company.  Diana  Richardson  is  the  wife  of  Michael  Richardson, and Matthew
Richardson  is  their  son.


                                       13
<PAGE>
LONG-TERM  DEBT:
---------------

At  February  25,  2006, long-term debt consisted of a note payable to Northwest
Georgia  Bank  of $39,558 to finance cash registers and peripheral equipment and
$212,464  incurred  in  December  2003  to finance the addition of the Company's
eighth  grocery  store.  In  addition, a vehicle was purchased during the second
quarter of fiscal 2006 and financed through Ford Motor Credit with a balance due
at  February  25,  2006,  of  $21,649.  Long-term  debt as of specific dates are
presented  below:

<TABLE>
<CAPTION>
                                            February 25,      May 28,     February 26,
                                               2006            2005          2005
                                            ------------  -------------  -------------
<S>                                         <C>           <C>            <C>
     Note payable, Bank, secured by
     all inventory, machinery and
     equipment, due $6,781 monthly
     plus interest at prime with 6% floor
     through December 2008.                 $     212,464  $    261,309  $     277,619

     Note payable, Bank, secured by
     all inventory, machinery and
     equipment, due $11,381 monthly
     plus interest at the prime rate
     through September 2006.                       39,558       137,287        169,273

     Note payable, Bank, secured by
     all inventory, machinery and
     equipment, due $3,576 monthly
     plus interest at prime plus 1.5%
     through April, 2006.                          ------        27,648         37,790

     Vehicle loans; collateralized by
     automobiles due $433 monthly
     through December 2010.                        21,649         -----         ------
                                            ------------  -------------  -------------
                                            $     273,671 $     426,244  $     484,682
     Less current maturities                      111,254       227,309        235,124
                                            ------------  -------------  -------------
                                            $    162,417  $     198,935  $     249,558
                                            ============  =============  =============
</TABLE>

The  following  is  a  schedule  by  years  of  the  amount of maturities of all
long-term  debt  subsequent  to  February  25,  2006:

<TABLE>
<CAPTION>
                    Twelve Months
                   Ending February           Amount
                   ---------------        -----------
<S>                                       <C>
                       2007               $  111,254
                       2008                   77,209
                       2009                   76,208
                       2010                    4,771
                       2011                    4,229
</TABLE>

During  the  quarter  ended  February  25, 2006 retained earnings decreased as a
result  of  the  Company's  net  loss  for  the  quarter.


                                       14
<PAGE>
CRITICAL  ACCOUNTING  POLICIES:
------------------------------

Critical  accounting  policies  are  those policies that management believes are
important  to  the portrayal of the Company's financial condition and results of
operations  and  require  management's  most  difficult,  subjective  or complex
judgments,  often  as a result of the need to make estimates about the effect of
matters  that  are  inherently  uncertain.

Management  has determined valuation of its inventories as a critical accounting
policy. Inventories are stated at the lower of cost or market.


OFF-BALANCE SHEET ARRANGEMENTS:
------------------------------

The Company had no significant off-balance sheet arrangements as of February 25,
2006.


RELATED PARTY TRANSACTIONS:
--------------------------

Except  as  discussed  under  "Liquidity  and  Capital Resources," there were no
material  related  party  transactions  during the thirty-nine week period ended
February  25,  2006.


FORWARD - LOOKING STATEMENTS:
----------------------------

Information  provided  by the Company, including written or oral statements made
by  its representatives, may contain "forward looking information" as defined in
Section  21E of the Securities Exchange Act of 1934, as amended.  All statements
which  address  activities,  events  or developments that the Company expects or
anticipates  will or may occur in the future, including such things as expansion
and  growth of the Company's business, the effects of future competition, future
capital  expenditures  and  the Company's business strategy, are forward-looking
statements.  In reviewing such information it should be kept in mind that actual
results  may  differ  materially  from  those  projected  or  suggested  in such
forward-looking statements. This forward-looking information is based on various
factors  and  was derived utilizing numerous assumptions.  Many of these factors
previously  have  been identified in filings or statements made on behalf of the
Company,  including filings with the Securities and Exchange Commission on Forms
10-Q,  10-K  and  8-K.  Important  assumptions  and other important factors that
could  cause  actual  results  to  differ materially from those set forth in the
forward-looking  statements  include:  changes  in the general economy or in the
Company's  primary  markets,  the  effects  of  ongoing  price  competition from
competitors  with greater financial resources than those of the Company, changes
in  consumer  spending,  the nature and extent of continued consolidation in the
grocery  store  industry,  changes in the rate of inflation, changes in state or
federal  legislation  or  regulation, adverse determinations with respect to any
litigation or other claims, inability to develop new stores or complete remodels
as  rapidly  as  planned,  stability of product costs, supply or quality control
problems with the Company's vendors, and other issues and uncertainties detailed
from  time-to-time  in  the  Company's  filings with the Securities and Exchange
Commission.


                                       15
<PAGE>
ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company  does  not  engage  in derivative transactions, nor does it hold or
issue  financial  instruments  for  trading  or  other speculative purposes. The
Company is exposed to market risk related to changes in interest rates primarily
as  a  result  of  its  borrowing activities. The effective interest rate on the
Company's  borrowings  under  its  Line  of  Credit  Agreements  and  under  its
outstanding  notes varies with the prime rate. The Company does not maintain any
interest  rate  hedging  arrangements.  Based  on  the  Company's  outstanding
indebtedness  at  February  25,  2006 (and annualized to represent a full twelve
months  of  results),  a  one percent (1.0%) increase in the prime interest rate
would  increase  interest  expense applicable to our variable rate debt (and our
net loss) by approximately $8,100 annually, and a one percent (1.0%) decrease in
the  prime  interest  rate  would  decrease  interest  expense applicable to our
variable  rate  debt (and our net loss) by approximately $8,100 annually. All of
the  Company's  business is transacted in U.S. dollars and, accordingly, foreign
exchange  rate  fluctuations  have never had a significant impact on the Company
and  they  are  not  expected  to  in  the  foreseeable  future.


ITEM  4.     CONTROLS  AND  PROCEDURES

As  of the end of the period covered by this quarterly report, an evaluation was
performed,  under  the supervision and with the participation of our management,
including the Company's Chief Executive Officer and the Chief Financial Officer,
of  the  effectiveness  of  the design and operation of the Company's disclosure
controls  and  procedures  pursuant  to Exchange Act Rule 13a-15.  Based on that
evaluation,  the  Chief  Executive Officer and Chief Financial Officer concluded
that  the  Company's disclosure controls and procedures are effective. No change
in  the  Company's internal control over financial reporting occurred during the
period  covered  by  this  quarterly  report  that  materially  affected,  or is
reasonably  likely  to  materially  affect,  our internal control over financial
reporting.


                                       16
<PAGE>
                            AMERICAN CONSUMERS, INC.

                          PART II     OTHER INFORMATION


ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c)     Issuer Repurchases:
        ------------------

The following table presents information with respect to repurchases of common
stock made by the Company during the fiscal quarter covered by this report:

<TABLE>
<CAPTION>
                                   Average     Total Number of     Maximum Number of
                   Total Number     Price    Shares Purchased as  Shares that May Yet
                     of Shares    Paid per   Part of a Publicly      Be Purchased
Period             Purchased (1)    Share      Announced Plan       Under the Plan
-----------------  -------------  ---------  -------------------  -------------------
<S>                <C>            <C>        <C>                  <C>
November 27 -                207  $    1.00                    -                    -
Dec. 31, 2005

January 1, 2006 -          1,650       1.00                    -                    -
January 28, 2006

January 29 -                 770       1.00                    -                    -
February 25, 2006
                   -------------  ---------  -------------------  -------------------

TOTAL                      2,627  $    1.00                    -                    -
                   =============  =========  ===================  ===================
</TABLE>

(1)  Represents shares repurchased at $1.00 per share in response to unsolicited
     requests  from  unaffiliated  shareholders  during  the  quarter.

ITEM 6     EXHIBITS

          The following exhibits are filed as a part of the report.

          (11)   Statement re: computation of per share earnings.

          (31.1) CEO Certification pursuant to Exchange Act Rules 13a-14(a)
                 and 15d-14(a).

          (31.2) CFO Certification pursuant to Exchange Act Rules 13a-14(a)
                 and 15d-14(a).

          (32.1) CEO Certification pursuant to Exchange Act Rules 13a-14(b)
                 and 15d-14(b).

          (32.2) CFO Certification pursuant to Exchange Act Rules 13a-14(b)
                 and 15d-14(b).


                                       17
<PAGE>
                                   SIGNATURES
                                   ----------


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


                                            AMERICAN CONSUMERS, INC.
                                            (Registrant)


Date:     April 7, 2006                     /s/ Michael A. Richardson
       --------------------                 ------------------------------------
                                            Michael A. Richardson
                                            CHAIRMAN OF THE BOARD AND
                                            CHIEF EXECUTIVE OFFICER
                                            (Principal Executive Officer)

Date:     April 7, 2006                     /s/ Paul R. Cook
       --------------------                 ------------------------------------
                                            Paul R. Cook
                                            EXECUTIVE VICE PRESIDENT AND
                                            TREASURER
                                            (Principal Financial Officer & Chief
                                            Accounting Officer)


                                       18
<PAGE>
                            AMERICAN CONSUMERS, INC.

                                  EXHIBIT INDEX


Exhibits filed with this report:


          (11)   Statement re: computation of per share earnings.

          (31.1) CEO Certification pursuant to Exchange Act Rules 13a-14(a)
                 and 15d-14(a).

          (31.2) CFO Certification pursuant to Exchange Act Rules 13a-14(a)
                 and 15d-14(a).

          (32.1) CEO Certification pursuant to Exchange Act Rules 13a-14(b)
                 and 15d-14(b).

          (32.2) CFO Certification pursuant to Exchange Act Rules 13a-14(b)
                 and 15d-14(b).


                                       19