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

				  FORM 10-K

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

For the transition period from May 4, 1997 to January 3, 1998 

Commission file number    33-80833  

		    JITNEY-JUNGLE STORES OF AMERICA, INC.           
	  (Exact name of registrant as specified in its charter)

       Mississippi                                     64-0280539        
(State or other jurisdiction            (I.R.S. Employer Identification Number)
of incorporation or organization)

	1770 Ellis Avenue, Suite 200, Jackson, MS          39204    
	(Address of principal executive offices)        (Zip Code)

			       (601) 965-8600                          
	      (Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:     NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:     NONE

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 if disclosure of delinquent filers pursuant 
to Item 405 of Regulation S-K is not contained herein, and will not 
be contained, to the best of registrant's knowledge, in definitive 
proxy or information statements incorporated by reference in Part 
III of this Form 10-K or any amendment to this form 10-K.   (X )

The Company is closely-held and is not actively traded; therefore, 
the aggregate market value of voting stock held by nonaffiliates is 
not applicable.

The number of shares of registrant's Common Stock, par value one 
cent ($.01) per share, outstanding at January 3, 1998, was 425,000.

<PAGE>

CAUTIONARY NOTICE


	This Annual Report of Jitney-Jungle Stores of America, 
Inc. on Form 10-K contains forward-looking statements in which 
the Company's management shares its knowledge and judgment 
about factors that it believes may materially affect Company 
performance in the future. Terms expressing future expectations, 
including expectations concerning future sales, revenues and 
earnings, and like expressions typically identify such statements.

	All forward-looking statements, although made in good 
faith, are subject to the uncertainties inherent in predicting the 
future.  They are necessarily speculative, and factors such as 
unusual distribution problems, breakdown of quality control, 
competitive pressures, customer dissatisfaction, and general 
deterioration in economic conditions may cause results to differ 
materially from any that are projected.  

	Forward-looking statements speak only as of the date they 
are made, and readers are warned that the Company undertakes no 
obligation to update or revise such statements to reflect new 
circumstances or unanticipated events as they occur.

	Readers are urged to carefully review and consider 
disclosures made by the Company in this and other reports that 
discuss factors germane to the Company's business.  See 
particularly the Company's reports on Forms 10-K, 10-Q and 8-K 
filed with the Securities and Exchange Commission.

<PAGE>
<TABLE>



			    JITNEY-JUNGLE STORES OF AMERICA, INC.

				     TABLE OF CONTENTS

       ITEM                                                                   PAGE
       
					   PART I
	<S>     <C>                                                           <C>
	1.      Business.....................................................   3

	2.      Properties...................................................   8

	3.      Legal Proceeding.............................................   9

	4.      Submission of Matters to a Vote of Security Holders..........  10

					   PART II

	5.      Market for the Registrant's Common Equity and 
			Related Stockholder Matters..........................  10

	6.      Selected Financial Data......................................  11

	7.      Management's Discussion and Analysis of Financial Condition
			and Results of Operations............................  12
	
	8.      Financial Statements and Supplementary Data..................  21

	9.      Changes in and Disagreements with Accountants on Accounting
			and Financial Disclosure.............................  44

				 PART III

	10.     Directors and Executive Officers of the Registrant...........  44

	11.     Executive Compensation.......................................  48

	12.     Security Ownership of Certain Beneficial Owners and 
			 Management..........................................  52

	13.     Certain Relationships and Related Transactions...............  54

				 PART IV

	14.  Exhibits, Financial Statement Schedules and Reports on Form 
			 8-K.................................................  56

</TABLE>


<PAGE>

Item 1.  Business

General

	Jitney-Jungle Stores of America, Inc. and subsidiaries (the 
"Company") is a leading operator of supermarkets in the Southeast. 
 As of January 3, 1998 the Company operated 217 stores located 
throughout Mississippi, Alabama and Louisiana and in selected 
markets in Tennessee, Arkansas and Florida.  The Company is the 
largest supermarket operator in Mississippi, with 89 stores. 

	On July 8, 1997, the Company entered into a definitive 
merger agreement with Delchamps, Inc. ("Delchamps"), an 
Alabama corporation.  On September 12, 1997, Delta Acquisition 
Corporation ("DAC") a wholly owned subsidiary of the Company, 
completed an all cash tender offer for shares of Delchamps and 
accepted for payment approximately 75% of such shares.  On 
November 4, 1997, DAC was merged with and into Delchamps.  
Delchamps was the surviving corporation and became a wholly-
owned subsidiary of the Company.  In connection with the 
acquisition the Company, among other things, (i) issued and sold 
$200 million of unsecured senior subordinated notes due 2007 (the 
"Senior Subordinated Notes") and (ii) entered into a $150 million 
revolving credit agreement (the "Senior Credit Facility") with Fleet 
Bank, N.A., which replaced the then existing $100 million 
revolving credit agreement ("Credit Facility") with Fleet Bank, 
N.A.  

	The proceeds from the sale of the Senior Subordinated 
Notes and the  borrowing under the Senior Credit Facility and the 
use of existing cash balances of the Company were used to repay 
certain outstanding Delchamps indebtedness, purchase Common 
Stock from Delchamps shareholders and pay fees and expenses 
related to the acquisition of Delchamps.

	Through a public offering, the Company issued and sold 
the Senior Subordinated Notes which bear interest at a rate of 10 
3/8% per annum, payable semi-annually on March 15 and 
September 15 of each year.  In addition, the Company entered into 
a revolving credit agreement on March 5, 1996 which provided a 
$100 million Credit Facility and subsequently, on September 15, 
1997 the Company amended and restated the agreement to provide 
a $150 million Senior Credit Facility.  The borrowings outstanding 
under the Senior Credit Facility at January 3, 1998 were $49.8 
million.  The commitments under the Senior Credit Facility will 
terminate, and all loans outstanding thereunder will be required to 
be repaid in full on March 15, 2004.  Both the Senior Subordinated 
Notes and the Senior Credit Facility restrict future payment of 
dividends.

	On November 16, 1995, the Company and JJ Acquisitions 
Corp. ("JJAC") entered into an Agreement and Plan of Exchange 
and of Merger (the "Merger").  In connection with the Merger on 
March 5, 1996, JJAC among other things, (i) issued and sold $200 
million of unsecured senior notes due 2006 (the "Senior Notes"), 
(ii) entered into a $100 million revolving credit agreement ("the 
Credit Facility") with Fleet Bank, N.A. (formerly NatWest Bank, 
N.A.), (iii) issued and sold Common Stock and a warrant in the 
aggregate amount of $7.4 million, and (iv) issued and sold three 
classes of Preferred Stock in the aggregate amount of $57.6 
million.  The proceeds from the sale of the notes, the Common 
Stock, warrants and Preferred Stock, together with borrowing 
under the Credit Facility and the use of existing cash balances of 
the Company were used to repay certain outstanding indebtedness, 


				       3


<PAGE>


purchase Common Stock from existing shareholders and pay fees 
and expenses related to the Merger.  JJAC was merged with and 
into the Company, with the Company continuing as the surviving 
corporation.  Upon the completion of the Merger, Bruckmann, 
Rosser, Sherrill & Co., L.P., owned 356,250 shares or 
approximately 83.82% of the Company's outstanding Common 
Stock on an undiluted basis.

	Through a public offering, JJAC issued and sold the Senior 
Notes which bear interest at a rate of 12% per annum, payable 
semiannually on March 1 and September 1 of each year.  In 
addition, on March 5, 1996, the Company entered into the Credit 
Facility (which has been replaced by the Senior Credit Facility).  
The Senior Notes  restrict future payment of dividends.
	 
Store Formats

	Through its 79 years of operations in the Southeast, the 
Company has developed a strong consumer franchise, with many 
of its stores located in prime, high-traffic sites that provide 
significant competitive advantages.  The Company currently 
operates supermarkets under three formats, each targeting specific 
market segments:  (i) conventional supermarkets operating under 
the "Jitney-Jungle" and "Delchamps" name, (ii) combination food 
and drug supermarkets operating primarily under the "Jitney 
Premier" name and (iii) discount supermarkets operating primarily 
under the "Sack and Save" name.  The Company currently operates 
200 supermarkets (169 conventional stores averaging 
approximately 35,000 square feet, 11 combination stores averaging 
approximately 56,000 square feet and 20 discount stores averaging 
approximately 60,000 square feet), 53 gasoline stations and 10 
liquor stores including recent changes made subsequent to fiscal 
year end.  All of the Company's conventional and combination 
supermarkets utilize a "Hi-Lo" pricing strategy (featuring 
competitive prices on all product offerings as well as a selection of 
items that are promoted at lower prices to generate increased 
customer traffic), offer a wide range of specialty departments and 
deliver high levels of service to customers.  The stores under the 
Jitney-Jungle name utilize the Jitney-Jungle Gold Card (a frequent 
shopper card) which was launched in January, 1997.  Also, the 11 
combination supermarkets offer expanded general and specialty 
merchandise, a wider range of full-service departments, expanded 
beauty care and pharmacy departments, superior customer service 
and are open 24 hours a day, seven days a week. The Company's 
20 discount supermarkets utilize an everyday low price strategy 
(featuring consistently low prices aimed at the value conscious 
shopper).  The discount supermarkets have lower operating costs 
than the conventional and combination supermarkets due to fewer 
service departments, lower customer service levels and enhanced 
productivity methods. The Company also operates 53 gasoline 
stations and 10 liquor stores at selected supermarket sites.  The 
Company features nationally advertised and distributed 
merchandise, and also markets food products under a private label 
program.  In July 1997 the Company began shifting a significant 
portion of its total advertising expenditures to television and radio 
media, focusing on a quality and service image, in order to reach a 
wider target audience.  

Competition

	The Company's business is highly competitive.  
Competition is based primarily on supermarket location, price, 
service, convenience, cleanliness and product quality and variety. 
There is direct competition from many supermarkets, including 
independent stores and local outlets of regional and national 


				       4

<PAGE>

chains. Competition also exists with respect to particular products 
from such retailers as convenience stores, warehouse stores, 
drugstores and nonfood superstores.

Employees

	As of March 31, 1998, the Company employed 
approximately 18,000 people, of whom approximately 42% were 
full-time and 58% were part-time employees.  None of the 
employees of the Company are covered by a collective bargaining 
agreement.

	The Company has an incentive compensation plan covering 
its key management staff under which incentive compensation for 
store operations is based upon the results of profitability of the 
operations within the scope of their management responsibility.  
Also, the Company has established a Stock Option Plan pursuant 
to which certain key management have been granted options to 
acquire shares of common stock of the Company (subject to certain 
restrictions) at a price determined at the time of issuance to be an 
estimate of fair market value. 

Trade Names, Service Marks, Trademarks and Franchises

	The Company uses a variety of trade names, service marks 
and trademarks.  Except for "Jitney-Jungle", "Sack and Save", and 
"Pump And Save", the Company does not believe any of such 
trade names, service marks or trademarks are material to its 
business.  "Jitney-Jungle" is registered with the U.S. patent office 
and "Sack and Save", and "Pump and Save" are registered in the 
various states where the company operates.  The Company is in the 
process of registering Delchamps with the U.S. patent office.

Environmental Matters

	The Company is subject to federal, state and local laws and 
regulations including those relating to environmental protection, 
workplace safety, public health and community right-to-know.  
The Company's supermarkets are not highly regulated under 
environmental laws since the Company does not engage in any 
industrial activities at these locations.  The principal environmental 
requirements applicable to the Company's operations relate to the 
ownership or use of tanks for the storage of petroleum products, 
such as gasoline and diesel fuel, the operation of on-site paper trash 
incinerators, and the operation of an on-site printing facility.  The 
Company operates 57 locations (including all 54 of the Pump and 
Save locations), and has retained responsibility for one former 
facility, at which petroleum products are stored in underground 
tanks.  The Company has instituted an environmental compliance 
program designed to insure that these tanks are in compliance with 
applicable technical, operational and regulatory requirements, 
including periodic inventory reconciliation and integrity testing.  
The Company also operates small incinerators at 21 locations 
which burn paper trash and has air permits for these facilities.  In 
addition, the Company's printing facility is subject to air and 
hazardous waste regulations.  The Company's locations may have 
asbestos-containing materials which must be managed in 
accordance with environmental laws and regulations.  However, 
the Company does not believe that the cost of such management 
will be material.  The Company believes that the locations where it 
currently operates are in substantial compliance with regulatory 
requirements.

				       5

<PAGE>


	The Company has undertaken programs to comply with 
upcoming regulatory obligations.  First, at five locations, the 
Company must comply with petroleum tank upgrade or closure 
requirements under the Resource Conservation and Recovery Act 
of 1980, as amended, ("RCRA") (including all applicable 
requirements of state regulatory agencies) which must be met by 
the end of 1998.  Second, over the next several years, the Company 
is planning to complete retrofitting of its chlorofluorocarbons 
("CFC") chiller units to utilize non-CFC based refrigerants 
pursuant to the phase-out of CFCs under the Clean Air Act.  Future 
events, such as changes in existing laws and regulations or their 
interpretation and the approach of other compliance deadlines may 
or will give rise to additional compliance costs or liabilities.  
Compliance with more stringent laws or regulations, as well as 
different interpretations of existing laws, may require additional 
expenditures by the Company which may be material.
	
	The Company may also be subject to requirements related 
to the remediation of, or the liability for remediation of, substances 
that have been released to the environment at properties owned or 
operated by the Company or at properties to which the Company 
sends substances for treatment or disposal.  Such remediation 
requirements may be imposed without regard to fault and liability 
for environmental remediation can be substantial.  Other than one 
previously owned property for which the Company retained 
responsibility for a clean-up in progress at the time of the sale, the 
Company has not been notified of any such releases relating to off-
site treatment or disposal or to previously owned properties.  
However, 16 of the Company's locations have been or currently are 
the subject of environmental investigations or remediation, 12 as a 
consequence of known or suspected petroleum-related leaks or 
spills from storage tanks and four for minor spills or releases 
unrelated to tank usage.  Four (4) other properties have undergone 
investigation or remediation for minor spills unrelated to tank 
usage.

	The Company may be eligible for reimbursement or 
payment for remediation costs associated with future releases from 
its regulated underground storage tanks and has obtained such 
reimbursement in the past.  The states in which the Company 
operates each maintain a fund to assist in the payment of 
remediation costs and injury or damage to third parties from 
releases from certain registered underground tanks.  Subject to 
certain deductibles, the availability of funds, compliance status of 
the tanks and the nature of the release, these funds have been and 
may be available to the Company for use in remediating releases 
from its tank systems.  Due to the availability of such funds, the 
Company's unreimbursed cost for remediation at all of the facilities 
which have had leaks or spills from underground storage tanks has 
not been material.  All significant required expenditures in 
connection with the clean up of such leaks and spills have been 
made at such locations, except at three recently discovered 
locations which are still undergoing investigation and one location 
awaiting state approval of its remediation plan.  Remediation 
expenses at all the locations which are currently the subject of 
environmental investigation or remediation are anticipated to cost 
up to $240,000 in fiscal 1998 and approximately $125,000 per year 
thereafter, substantially all of which is subject to reimbursement as 
described above.  In addition, the Company has obtained insurance 
coverage for bodily injury, property damage and corrective action 
expenses resulting from releases of petroleum products from 
underground storage tanks during the covered period at all 58 
underground storage tank locations. 
	

				       6

<PAGE>


	Other than expenditures relating to the remediation of tank 
leaks and spills described above, the Company's expenditures to 
comply with environmental laws and regulations have primarily 
consisted of those related to tank upgrading and retrofitting CFC 
chiller units.  The Company spent $130,000, $914,000, $468,000 
and $515,000 for such activities during fiscal 1997 stub, fiscal 
1997, 1996 and 1995, respectively.  Between approximately 
$300,000 and $500,000 in expenditures are contemplated for 
retrofitting the CFC units and between approximately $455,000 
and $755,000 in expenditures are contemplated for tank upgrading 
to comply with the 1998 tank standards or closure in fiscal 1998.  
These regulatory compliance costs are not covered by insurance.

Governmental Regulation

	The Company is subject to regulation by a variety of 
governmental agencies, including but not limited to the United 
States Food and Drug Administration, the United States 
Department of Agriculture and other federal, state and local 
agencies.


Fiscal Year Change

	The Company reports results of operations on a 52 or 53 
week fiscal year.  For fiscal years 1995, 1996 and 1997 the fiscal 
year ended on the Saturday nearest to April 30 of each year.  The 
Company changed its fiscal year end on January 3, 1998 to the 
closest Saturday to December 31 of each year.  This change created 
a "stub" year of 35 weeks for fiscal year ended January 3, 1998.


				       7

<PAGE>


Item 2.  Properties

	The following table recaps store data for fiscal 1997stub, 
1997, 1996 and 1995:

<TABLE>
<CAPTION>
										 Fiscal
						________________________________________________________
						1997 stub(a)        1997            1996            1995
						_________         ______          ______         _______
<S>                        <C>                 <C>                <C>            <C>             <C>  
Stores                     Beginning of Year         105             103             106             106
			   Acquired                  118
			   Opened                                      2               4               2
			   Closed                      6               0               7               2
						_________         ______          ______         _______
			   End of Year               217             105             103             106
						========          ======          ======         =======

Store Composition          Conventional              185              76              72              71
  at Year End              Combination                11               2               2               1
			   Discount                   21              27              29              34
						_________         ______          ______         _______
			   Total                     217             105             103             106
						=========         ======          ======         =======

Average Square Feet        Conventional           35,000          26,500          26,000          25,000
			   Combination            56,000          56,900          56,100          57,300
			   Discount               60,000          57,800          57,100          55,200

Store Locations            Mississippi                89              73              71              72
  at Year End              Alabama                    53              11              11              13
			   Arkansas                    5               5               5               6
			   Florida                    17               2               2               1
			   Tennessee                   7               7               7               7
			   Louisiana                  46               7               7               7
						_________         ______          ______         _______
			   Total                     217             105             103             106
						=========         ======          ======         =======

Gasoline Stations          Beginning of Year          53              46              37              31
			   Opened                      2               7              11               6
			   Closed                      1               0               2
						_________         ______          ______         _______
			   End of Year                54              53              46              37
						=========         ======          ======         =======

Gasoline Station           Mississippi                45              43              38              28
  Locations                Louisiana                   0               1               1               1
  at Year End              Tennessee                   4               4               3               2
			   Alabama                     2               2               2               4
			   Florida                     1               1               1               1
			   Arkansas                    2               2               1               1
						_________         ______          ______         _______
			   Total                      54              53              46              37
						=========         ======          ======         =======

</TABLE>

(a)     Changes subsequent to fiscal year end not included above are 
	one gas station and seventeen supermarkets (16 conventional 
	and 1 discount) were closed or sold.
	

	All of the Company's store properties are leased, with the 
exception of one store.  These leases generally obligate the 
Company to pay its proportionate share of real estate taxes, 
common area maintenance charges and insurance costs.  In 
addition, such leases generally provide for percentage of sales rent 


				       8

<PAGE>


when sales from the store exceed a certain dollar amount.  These 
leases are usually long-term, with one or more renewal options.  
With the exception of one lease, which will expire in 2001, all 
leases will expire between 2005 and 2036 if the Company 
exercises all its options to renew.  The Company owns all of its 
furnishing and fixtures in all supermarkets except for 
approximately $3.2 million of supermarket "POS" equipment 
which is leased, and has made various leasehold improvements to 
these supermarket sites.  It is anticipated that the Company will 
own the furnishings and fixtures in all supermarkets under 
construction. 

	Certain parties affiliated with the Company hold 20 leases, 
representing approximately 23% of the dollar amount of the 
Company's capital leases.  Management believes that each of these 
leases was contracted for on an arm's length basis and contains 
terms that are no less favorable to the Company than could have 
been obtained with non-affiliated parties at the time each was 
entered into. 

	The Company owns all of its warehouse and distribution 
facilities except for its 120,000 square-foot dry grocery and health 
and beauty care facility.  This facility is under a lease expiring July 
31, 2004 (including all renewal options).  The table below details 
Jitney-Jungle's warehousing and distribution facilities by function. 
 These warehouses and distribution facilities are located in 
Jackson, Mississippi and Hammond, Louisiana.

<TABLE>
<CAPTION>


Function                                          Square Feet
________                                          ___________
					   Jackson         Hammond
					   _______         _______
<S>                                        <C>             <C>
Dry Grocery............................... 415,000         456,200
Meat and Dairy............................  90,000         101,300
Dry Grocery and Health and Beauty Care.... 120,000           ---
Transportation and Damage Reclaim.........  73,000          13,800
Produce, Eggs and Floral..................  67,000           ---
Frozen Foods..............................  79,000          62,900
					   _______         _______
Total Jackson Warehouse................... 844,000         634,200 
					   =======         =======

</TABLE>


	Due to the acquisition of Delchamps, the Company owns a 
65,000 square-foot building which houses the corporate 
headquarters of Delchamps in Mobile, Alabama (including a 2.7 
acre parcel adjacent to such headquarters), the Hammond 
warehouse (including a 165-acre parcel adjacent to such 
warehouse) and interest in six additional parcels, some of which 
are undeveloped.  In connection with the acquisition, Management 
is in the process of consolidating the corporate headquarters of the 
Company's combined operations in the existing corporate 
headquarters of Jitney-Jungle in Jackson, Mississippi.  A divisional 
office is being opened in Mobile and the Delchamps Mobile 
headquarters will be closed.  Management has discontinued all 
shipments to stores from the  Hammond warehouse, and the 
Company may determine to sell, or develop for sale, certain of 
such parcels of real estate.

Item 3.  Legal Proceedings

	The Company is not a party to any material pending legal 
proceedings, other than ordinary litigation incidental to the conduct 
of its business and the ownership of its properties.

				       9

<PAGE>

Item 4. Submission of Matters to a Vote of Security Holders

	There were no matters submitted to a vote of security 
holders during the third quarter of its fiscal period ended January 3, 
1998. 



				   PART II

Item 5.  Market for the Registrant's Common Equity and 
Related Stockholder Matters

	The Company is closely held and is not actively traded at 
this time; therefore, there is not a current market.

	As of January 3, 1998, there were thirty-three (33) holders 
of record of Common Stock.


	There were no dividends paid by Jitney-Jungle to its 
shareholders during thirty-five weeks ended and the past fiscal 
years.  The Senior Subordinated Notes and the Senior Credit 
Facility entered into by the Company restrict future payment of 
dividends.


				       10

<PAGE>
<TABLE>
<CAPTION>


Item 6. Selected Financial Data



					    (35 weeks)    (53 weeks)       (52 weeks)     (52 weeks)      (52 weeks)    (52 weeks)
(Dollars in Thousands)                      January 3,      May 3,          April 27,      April 29,       April 30,      May 1,
Except Per Share Amounts)                      1998         1997              1996           1995            1994          1993
__________________________________________________________________________________________________________________________________
<S>                                         <C>           <C>              <C>            <C>            <C>           <C>
Operating Results:
     Net Sales                              $1,145,129    $1,228,533       $1,179,318     $1,173,927     $1,152,333    $1,070,693
     Gross Profit                              285,669       303,087          292,063        288,188        276,546       250,999
     Interest expense (net):
	Debt                                    25,596        27,117            4,232          1,606          2,916         1,723
	Capitalized lease obligations            6,012         9,098            8,768          9,217          8,710         8,194
     Earnings (loss) before income taxes
     and extraordinary item                    (13,131)        1,085           24,977         30,220         27,135        26,471
     Income taxes (benefit)                     (3,224)          339            9,062         11,417          9,956         9,354
     Earnings (loss) before             
       extraordinary item                       (9,907)          746           15,915         18,803         17,179        17,117
     Extraordinary item (net of tax)              (870)                        (1,456)
     Net Earnings (loss)                      ($10,777)         $746          $14,459        $18,803        $17,179       $17,117
     Net Earnings (loss) as a percent
     of sales                                    (0.94%)        0.06%            1.23%          1.60%          1.49%         1.60%
					     _____________________________________________________________________________________
Common Stock Data:
     Earnings (loss) per common
     share-assuming dilution:
     Earnings (loss) before
       extraordinary item                      ($36.39)      ($16.26)         $162.88        $923.15        $843.42       $840.37
     Extraordinary item                          (2.05)                        (15.96)
     Net Earnings (loss)                       ($38.44)      ($16.26)         $146.92        $923.15        $843.42       $840.37
					     _____________________________________________________________________________________

Financial Position:
     Total assets                             $694,280      $267,845         $279,003       $312,415       $296,803      $269,798
     Working Capital                           (20,669)          (92)          26,449         71,929         60,385        60,108
     Long-term debt                            449,831       208,000          239,059         38,727         40,628        42,476
     Capitalized lease
       obligations (including current)          75,081        62,260           62,165         60,471         62,186        56,189
     Restructuring Obligations
     (including current)                        55,515         2,202            1,237
     Redeemable preferred stock                 63,042        57,921           49,988
     Stockholders' Equity (Deficit)           (167,900)     (152,002)        (144,815)       140,216        124,857       111,099
					     _____________________________________________________________________________________




</TABLE>
				       11

<PAGE>



Item 7. Management's Discussion and Analysis of Financial 
Condition and Results of Operations

	The following discussion of the Company's results of 
operations and of its liquidity and capital resources should be read 
in conjunction with the Consolidated Financial Statements and the 
notes thereto contained elsewhere in this report.



Results of Operations

General

	As of January 3, 1998 the Company operated a chain of 
217 supermarkets and 54 gasoline stations.  Net sales from 
gasoline stations during fiscal 1997 stub, 1997, and 1996 were 
7.1%, 6.9%, and 5.2%, respectively, of  the Company's net sales 
for such periods.  The Company reports results of operations on a 
52 or 53 week fiscal year.  For fiscal years 1995, 1996 and 1997 
the fiscal year ended on the Saturday nearest to April 30 of each 
year.  The Company changed its fiscal year end on January 3, 1998 
to the closest Saturday to December 31 of each year.  This change 
created a "stub" year of 35 weeks for fiscal year ended January 3, 
1998.  The Company's first three fiscal quarters are 12 weeks, and 
the last quarter is 16 or 17 weeks.  The consolidated statements of 
operations include 35 weeks for a short year for January 3, 1998, 
53 weeks of operations for fiscal 1997 and 52 weeks for fiscal 
1996 and 1995.

	The following sets forth, for the periods indicated, selected 
financial information expressed as a percentage of net sales.

<TABLE>
<CAPTION>


					   FISCAL YEAR
				  _________________________________________
				  1997stub      1997      1996      1995
				  (35 Wks)    (53 Wks)  (52 Wks)  (52 Wks)          
				  _______     _______   _______    ______
<S>                               <C>        <C>        <C>        <C>
Net sales........................  100.00%     100.00%   100.00%   100.00%
Gross profit.....................   24.95       24.67     24.77     24.55
Direct store, warehouse and 
  administrative expenses 
  and special charges............   23.33       21.63     21.55     21.05
				  _______     _______   _______    ______
Operating income.................    1.62        3.04      3.22      3.50
Interest expense, net............    2.76        2.95      1.10       .92
				  _______     _______   _______    ______

Earnings (loss) before income 
  taxes and extraordinary 
  item...........................   (1.14)       0.09      2.12      2.58
Provision for (benefit from) 
  income taxes...................   (0.28)       0.03      0.77       .98 
Extraordinary item (net of 
  income tax benefit)............   (0.08)       0.00      0.12      0.00 
				  _______     _______   _______    ______
Net earnings (loss)..............   (0.94)%      0.06%     1.23%     1.60
				  =======     =======   =======    ======

</TABLE>

				       12

<PAGE>

	Approximately 18% of the Company's non-perishable sales 
result from its private label program.  Private label products 
generally have a lower unit sales price than national brands, but 
provide a higher gross margin to the Company due to lower unit 
costs.

	During the past three years, an overall lack of inflation in 
food prices and increasingly competitive markets have made it 
difficult for the Company and other supermarket operators to 
achieve comparable store sales gains.  Because sales growth has 
been difficult to attain, many operators, including the Company, 
have attempted to maintain market share through increased levels 
of promotional activities and discount pricing, creating a more 
difficult environment in which to increase year-over-year sales 
gains consistently.  In addition, because of the growth in the 
Southeast market, many supermarket operators, including the 
Company, have opened new stores, resulting in declines in same 
store sales for the other stores in those areas.

Net Sales

	The following sets forth, for the periods indicated, net sales 
of the Company.


<TABLE>
<CAPTION>
						     (dollars in millions)
					 ____________________________________________
					 1997stub      1997       1996       1995  
					 (35 Wks)     (53 Wks)   (52 Wks)  (52 Wks)
					 _______      _______    _______    _______
<S>                                      <C>          <C>        <C>        <C>
Net sales ...............................$1,145.1     $1,228.5   $1,179.3   $1,173.9
Increase (decrease) from prior year......  ($83.4)       $49.2       $5.4      $21.6
Percentage increase over prior year......   n/m            4.2%       0.5%       1.9%
Percentage increase (decrease) in same 
  store sales............................    0.34%        0.20%     (0.01%)    (0.56%)


</TABLE>


The net sales decrease of $83.4 million in 1997 stub was 
due to the "stub" year having only 35 weeks.

	The net sales increase of 4.2% in 1997 was primarily due to 
the opening of two supermarkets, the opening of seven new 
gasoline stations and the extra "53rd" week.  Without this extra 
"53rd" week, sales would have increased approximately 2.2%.  In 
addition, the Jitney-Jungle Gold Card (a frequent shopper card 
program) was launched at the beginning of the 4th quarter in 
January 1997 and, as a result, sales and customer count have 
increased.

	The net sales increase of 0.5% in 1996 was primarily due to 
the opening of four grocery supermarkets and the opening of 
eleven new gasoline stations, partially offset by the effect of 
closing seven supermarkets and two gasoline stations in fiscal 
1996.  

				       13

<PAGE>



Gross Profit

	    The following sets forth, for the periods indicated, gross 
profit of the Company.
							    
<TABLE>
<CAPTION>

					      (dollars in millions)
				   _____________________________________________
				   1997stub      1997        1996        1995      
				   (35 Wks)    (53 Wks)    (52 Wks)    (52 Wks)
				   ________    _______    ________      _______
<S>                                  <C>        <C>         <C>          <C>
Gross profit......................   $285.7     $303.1      $292.1       $288.2
Increase from prior year..........    n/m        $11.0        $3.9        $11.6 
Gross profit percentage...........     24.9%      24.7%       24.8%        24.5%
Increase (decrease) from prior 
  year............................      0.2%      (0.1%)       0.3%         0.5%

</TABLE>

	The increase in gross profit as a percent of sales for fiscal 
1997 stub was due to (i) an increase in sales due to the Delchamps 
acquisition and (ii) improved procurement results due to utilizing 
better buying decisions at better prices.

	The decrease in gross profit as a percentage of net sales 
of 0.1% for fiscal 1997 was principally due to discounts 
associated with the offering of the new Jitney-Jungle Gold Card 
(frequent shopper card) which was launched in January 1997.

	The increase in gross profit as a percentage of net sales 
of 0.3% for fiscal 1996 was due to (i) improved procurement 
results due to continued enhancements and improved utilization 
of the Company's information systems, which resulted in better 
buying decisions at better prices and  (ii) the re-negotiation of a 
supply contract with Fleming Companies, Inc. in January 1996. 


Direct Store, Warehouse and Administrative Expenses

	The following sets forth, for the periods indicated, direct 
store, warehouse and administrative expenses for the Company.

<TABLE>
<CAPTION>

							  (dollars in millions)
					     ____________________________________________
					     1997stub       1997       1996       1995
					     (35 Wks)      (53 Wks)   (52 Wks)   (52 Wks)
					     ________      ________   ________   ________
<S>                                           <C>          <C>         <C>        <C>
Direct store, warehouse and administrative 
  expenses (including special charges)........$267.2       $265.8      $254.1     $247.1
Increase from prior year......................  n/m         $11.7        $7.0       $9.4
Percentage increase from prior year...........  n/m           4.6%        2.8%       4.0
Expenses as a percentage of sales.............  23.3%        21.6%       21.6%      21.1%


</TABLE>


	In fiscal 1997 stub, direct store, warehouse and 
administrative expenses increased as a percent of sales 
principally due to the amortization of debt issue costs and 
goodwill related to the acquisition of Delchamps which was 
accounted for using the purchase method. 


				       14

<PAGE>        
	
	In fiscal 1997, direct store, warehouse and 
administrative expenses increased $11.7 million principally due 
to the "53rd" week, while such expenses as a percentage of net 
sales remained the same at 21.6%.  In fiscal 1997, personnel 
costs, the largest single component of store operating, selling 
and administrative expenses, were $152.9 million, or 12.4% of 
net sales, compared to $146.6 million or 12.4% of net sales for 
fiscal 1996.  Depreciation and amortization increased $4.0 
million principally due to acquisitions of property and 
equipment (including capital leases) associated with the 
Company's remodeling program, acquisition of new stores and 
gasoline stations and increased debt issue costs related to the 
Merger. Group insurance expense increased $.5 million 
principally due to an increase in medical claims paid during the 
year by the self-insured plan.  Closed Operations expense 
increased $.7 million and included a provision for the closing of 
one conventional supermarket and one gasoline station in July 
1997.  The increases in SG&A were offset by reductions in 
store supplies and advertising costs and by an increase in 
backhaul income.  In addition SG&A included the charge to 
expense of $2.7 million for costs associated with the 
employment contract of the Company's former Chief Executive 
Officer and the severance pay of various associates (a) who 
retired early or (b) whose positions were eliminated.

	In fiscal 1996, personnel costs, the largest single 
component of store operating, selling and administrative 
expenses, were $146.6 million, or 12.4% of net sales, compared 
to $143.5 million, or 12.2% of net sales for fiscal 1995.  In 
addition to personnel costs, other increases in operating 
expenses for fiscal 1996 were principally due to increases in 
insurance expense ($0.8 million) as a result of a larger provision 
for workers compensation and general liability insurance, 
repairs and maintenance ($0.4 million), certain non-recurring 
legal and professional fees, and also depreciation and 
amortization expense which amounted to $27.3 million in fiscal 
1996, or 2.3% of net sales, compared to $25.4 million for fiscal 
1995, or 2.2% of net sales.  The increase in depreciation and 
amortization in fiscal 1996 was primarily  a result of increased 
capital expenditures relating to the remodeling of stores in fiscal 
1995 and increased debt issue costs related to the Merger.

Operating Income

	As a percentage of net sales, operating income for fiscal 
1997 stub, 1997 and 1996 was 1.6%, 3.0% and 3.2%, 
respectively.  The decrease in operating income for fiscal 1997 
stub as a percent of sales was principally due to bridge fees and 
amortization of debt issue cost and goodwill related to the 
acquisition of Delchamps.


				       15

<PAGE>


EBITDA
	    
       The following sets forth, for the periods indicated, EBITDA of 
the Company.

<TABLE>
<CAPTION>
						     (dollars in millions)
					 ____________________________________________
					 1997stub      1997        1996        1995
					 (35 Wks)    (53 Wks)    (52 Wks)    (52 Wks)   
					 ________    ________    ________    ________
<S>                                       <C>          <C>        <C>         <C>
EBITDA..................................  $51.8        $70.3      $64.9       $65.2
Increase (decrease) from prior year.....    n/m        ($5.4)     ($0.3)       $1.8
EBITDA as a percentage of net sales.......  4.5%         5.7%       5.5%        5.6%

</TABLE>

	As a percentage of net sales, EBITDA for fiscal 1997 
stub, 1997, 1996 and 1995 was 4.5%, 5.7%, 5.5%, and 5.6%, 
respectively.  EBITDA represents income before interest, 
income taxes, depreciation, amortization and LIFO charges.  
Fiscal 1997 stub and fiscal 1997 are calculated before any 
deduction for certain special charges totaling $3.1 million and 
$2.7 million, respectively.  EBITDA as presented is consistent 
with the definition used for covenant purposes contained in the 
Indenture.  EBITDA is a widely accepted financial indicator of 
a company's ability to service debt.  However, EBITDA should 
not be construed as an alternative to operating income, net 
income, or cash flows from operating activities (as determined 
in accordance with generally accepted accounting principles) 
and should not be construed as an indication of the Company's 
operating performance or as a measure of liquidity.  However, 
management believes it to be a useful measure and therefore it 
has been presented.

Net Interest Expense

	    The following sets forth, for the periods indicated, net 
interest expense of the Company.

<TABLE>
<CAPTION>
						     (dollars in millions)
					 ____________________________________________
					 1997stub      1997        1996        1995
					 (35 Wks)    (53 Wks)    (52 Wks)    (52 Wks)   
					 ________    ________    ________    ________
<S>                                       <C>          <C>        <C>         <C>
Net interest expense......................$31.6        $36.2      $13.0       $10.8
Increase (decrease) from prior year.......($4.6)       $23.2       $2.2       ($0.9)
Percentage increase over prior year.......  n/m        178.5%       2.0%       (7.7%)

</TABLE>             
	     
	     
	The decrease in net interest expense of $4.6 million was 
due to fiscal 1997 stub only having 35 weeks.

	The increase in net interest expense for fiscal 1997 was 
primarily due to interest expense on the Senior Notes and the 
Credit facility, which were in place all of fiscal 1997 and only 
two months of fiscal 1996.

	The increase in net interest expense for fiscal 1996 was 
primarily due to interest expense of $3.6 million on the Senior 
Notes and $0.5 million on the Credit Facility which was 
partially offset by the decrease in interest expense as a result of 
repayment of historical debt prior to maturity and  increase in 
interest income to $2.4 million for fiscal 1996 from $1.7 million 
for fiscal 1995.


				       16

<PAGE>


Income Taxes

The following sets forth, for the periods indicated, income taxes 
of the Company.

<TABLE>
<CAPTION>
						     (dollars in millions)
					 ____________________________________________
					 1997stub      1997        1996        1995
					 (35 Wks)    (53 Wks)    (52 Wks)    (52 Wks)   
					 ________    ________    ________    ________
<S>                                       <C>          <C>        <C>         <C>
Income tax expense (benefit)..............($3.2)        $.3        $9.1        $11.4
Income tax (benefit) effective rate.......(24.5%)      31.2%       36.3%        37.8
Increase (decrease) in rate from prior 
  year....................................  n/m        (5.1%)      (1.5%)        1.1%

</TABLE>


	The decrease in income taxes for fiscal 1997 stub was 
due to a loss in pretax earnings.    
	    
	The decrease in income taxes for fiscal 1997 principally 
resulted from lower pretax earnings and a decrease in the 
effective tax rate which was primarily due to credits applicable 
to state income taxes.

	The decrease in income taxes for fiscal 1996 principally 
resulted from lower pretax earnings and a decrease in the 
effective tax rate which was principally due to the elimination 
of inter-company profit of a wholly owned subsidiary which 
previously was not included in the consolidated tax return.

Extraordinary Item

	In the second quarter of fiscal 1997 stub, in connection 
with the acquisition of Delchamps, the Company incurred cost 
of $1.4 million for the early retirement of debt, net of an income 
tax benefit of $0.5 million.

	In the fourth quarter of 1996 in connection with the 
Merger, the Company retired $35.7 million in long-term debt 
prior to its scheduled maturity.  Prepayment penalties associated 
with early retirement of this debt resulted in an extraordinary 
loss of $1.5 million, net of an income tax benefit of $0.9 
million.

Net Earnings (Loss) 

The following sets forth, for the periods indicated, net 
operations of the Company.


<TABLE>
<CAPTION>
						     (dollars in millions)
					 ____________________________________________
					 1997stub      1997        1996        1995
					 (35 Wks)    (53 Wks)    (52 Wks)    (52 Wks)   
					 ________    ________    ________    ________
<S>                                       <C>          <C>        <C>         <C>
Net earnings (loss).....................  ($10.8)         $.7     $14.5       $18.8
Increase (decrease) from prior year.....    n/m        ($13.8)    ($4.3)       $1.6
Net earnings (loss) percentage of 
  net sales.............................   (0.94%)       0.06%      1.2%        1.6%

</TABLE>

				       17

<PAGE>


Changes in net earnings are due to the factors reflected 
above.


Liquidity and Capital Resources

	Historically, the Company has funded its working 
capital requirements, capital expenditures and other needs 
principally from operating cash flows.  Due to the Merger and 
acquisition of Delchamps, however, the Company has become 
highly leveraged and has certain restrictions on its operations.  
At January 3, 1998, the Company had $524.9 million of total 
long-term debt (including capitalized leases and current 
installments) and a shareholders' deficit of $167.9 million. 

	The Company's principal sources of  liquidity are 
expected to be cash flow from operations and borrowings under 
the Senior Credit Facility.  The Company has outstanding $7.5 
million in letters of credit issued under the Senior Credit 
Facility principally to secure obligations pursuant to a 
capitalized lease.  Borrowings outstanding at January 3, 1998 
under the Senior Credit Facility were $49.8 million.  The 
commitments under the Senior Credit Facility will terminate, 
and all loans outstanding thereunder will be required to be 
repaid in full on March 15, 2004.  Borrowings under the Senior 
Credit Facility, including revolving loans and up to $30 million 
in letters of credit, will not exceed the lesser of (i) the "Total 
Commitment", which initially will be $150.0 million, and (ii) 
an amount equal to the sum of (A) up to 65% of eligible 
inventory (valued at the lesser of FIFO cost or market value) of 
the Company and (B) the "Supplemental Availability", which 
initially is $53.0 million.  Each of the Total Commitment and 
the Supplemental Availability will be reduced on a quarterly 
basis commencing September 1998.

	Cash provided by operating activities during fiscal 1997 
stub was $37.2 million compared to $66.4 million for fiscal 
1997 and $55.5 million for fiscal 1996.  In fiscal 1997 stub, 
cash provided by operating activities decreased primarily due 
to the operating loss.  In fiscal year 1997, inventories decreased 
due to an inventory reduction plan implemented by 
management and accounts payable increased by improving 
vendor terms to industry standards.  These working capital 
improvements were partially offset by the reduction in net 
earnings due principally to the increase in cash interest expense 
as a result of additional borrowing activities discussed above. 
The principal reason for the increase of cash provided by 
operating activities for fiscal 1996 was a decrease in 
inventories due, in part, to store closings and a decrease in 
receivables which reflects a reduction in the uncollected 
billbacks due from vendors. 

	Net cash used in investing activities was $239.2 million 
in fiscal 1997 stub, $22.3 million for fiscal 1997 and $4.2 
million for fiscal 1996.  Cash invested for fiscal 1997 stub was 
primarily used for the purchase of Delchamps.  Capital 
expenditures were $36.9 million for fiscal 1997 stub, $24.1 
million for fiscal 1997 and $30.1 million for fiscal 1996.  In 
addition to capital expenditures related to new stores opened in 
fiscal years 1997 and 1996 the Company had several 
significant expansion and conversion projects in fiscal 1997 
stub, 1997 and 1996.

	Net cash provided by financing activities was $199.6 


				       18

<PAGE>


million in fiscal 1997 stub.  Net cash used in financing 
activities was $35.4 million for fiscal 1997 and $65.8 million 
for fiscal 1996.  The principal source of funds in financing 
activities in fiscal 1997 stub was the issuance of the Senior 
Subordinated Notes and the restated $150 million Senior Credit 
Facility.  The principal uses of funds in financing activities for 
fiscal 1997 were the payment of  long-term debt and capital 
lease obligations. The main uses of funds in financing activities 
in fiscal year 1996 were the redemption of Common Stock and 
related merger costs, principal payments on debt and capital 
lease obligations and payments of dividends to stockholders.  

	New stores, remodels, and conversions will continue to 
be the most significant portion of planned capital expenditures. 
 Capital expenditure plans of the Company are frequently 
reviewed and are modified from time to time depending on 
cash availability and other economic factors.

	The Company's expenditures to comply with 
environmental laws and regulations at its grocery stores 
primarily consist of those related to remediation of 
underground storage tank leaks and spills and retrofitting 
chlorofluorocarbon ("CFC") chiller units.  The Company's 
unreimbursed cost for remediation at the 16 facilities which 
have had leaks or spills has not been material.  All significant  
required expenditures in connection with the cleanup of such 
leaks and spills have been made at such locations except at 
three recently discovered locations which are still undergoing 
investigation and one location awaiting state approval of its 
remediation plan.  In addition, the Company has obtained 
insurance coverage for bodily injury, property damage and 
corrective action expenses resulting from releases of petroleum 
products from underground storage tanks during the covered 
period at all 58 locations.  The Company spent $130,000, 
$914,000, $468,000 and $515,000 for retrofitting CFC-
containing chiller units during fiscal 1997 stub, fiscal 1997, 
fiscal 1996 and fiscal 1995, respectively.  Between 
approximately $300,000 and $500,000 in expenditures are 
contemplated for retrofitting the CFC units and between 
approximately $455,000 and $755,000 in expenditures are 
contemplated for tank upgrading to comply with 1998 tank 
standards or closure in fiscal 1998.  These regulatory 
compliance costs are not covered by insurance.

Cost Reduction Opportunities

	As part of its ongoing process of reviewing and 
controlling operating costs, management has begun to 
implement initiatives designed to result in cost savings. Areas 
which the Company believes offer the greatest potential for 
such savings include, but are not necessarily limited to, 
improved labor scheduling, which the Company is currently 
implementing across its stores, inventory category management 
programs, which the Company began implementing during 
fiscal year 1997 and will continue to implement over the next 
12 months, reductions in inventories held primarily at store 
level and improved terms with various merchandise suppliers, 
which was implemented successfully in fiscal 1997, and a 
reduction in annual overhead spending related to headcount 
reductions that the Company began implementing in May 
1997.  There can be no assurance that any cost savings will be 
achieved by the Company as a result of such initiatives.

				       19

<PAGE>

Inflation

	As is typical of the supermarket industry, the Company 
has adjusted its retail prices in response to price trends.  During 
the past three years, there has been an overall lack of inflation 
in food prices.
	
Year 2000 

	The Company has initiated a company-wide program to 
identify and address issues associated with the ability of its date-
sensitive information and business systems to properly recognize 
the year 2000 in order to avoid interruption of the operations of the 
Company.  Systems are being reviewed by a management 
information services team, which is coordinating the efforts of 
internal resources as well as third party vendors in making the 
necessary changes to the Company's systems.  Based on 
preliminary information, under current costs estimates for these 
changes will not have a material effect on the Company's financial 
statements.  However, if the Company or its vendors are unable to 
resolve such processing issues in a timely manner, it could result in 
material risk.


				       20

<PAGE>
<TABLE>
<CAPTION>

Item 8.  Financial Statements and Supplementary Data
 
JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands Except Per Share Amounts)
_______________________________________________________________________________

					January 3,      May 3,         April 27,
ASSETS                                     1998          1997            1996
<S>                                     <C>            <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents              $11,984        $14,426        $5,676
  Investments in debt securities                                          337
  Receivables                             13,833          5,463         4,892
  Merchandise inventories                162,786         64,619        77,445
  Prepaid expenses and other              11,570          1,213         5,155
  Deferred income taxes                   15,681          2,152           376
				       _________       ________      ________
	   Total current assets          215,854         87,873        93,881

PROPERTY AND  EQUIPMENT, at cost:
    Land                                  14,442          2,648         2,782
    Buildings                             34,776         26,370        22,537
    Fixtures and equipment               264,192        167,241       165,202
    Property under capital leases         88,995         74,089        76,371
    Leasehold improvements                67,414         41,518        39,003
				       _________       ________      ________
	   Total                         469,819        311,866       305,895
    Less accumulated depreciation        166,045        140,378       130,480
				       _________       ________      ________
	   Net property and equip        303,774        171,488       175,415
				       _________       ________      ________
GOODWILL, net of amortization of         142,415

OTHER ASSETS                              32,237          8,484         9,707












				       _________       ________      ________
TOTAL ASSETS                            $694,280       $267,845      $279,003
				       =========       ========      ========

See notes to consolidated financial statements.

</TABLE> 
				       
				       21

<PAGE>
<TABLE>
<CAPTION>



______________________________________________________________________________________


						      January 3,   May 3,  April 27,
LIABILITIES AND STOCKHOLDERS' DEFICIT                   1998       1997      1996

<S>                                                     <C>        <C>       <C>
CURRENT LIABILITIES:
  Accounts payable                                      $112,641   $49,978   $40,008
  Accrued expenses:
    Personnel costs                                       13,823     9,350     6,042
    Payable to dissenting former shareholders of 
      Delchamps, Inc.                                     26,637
    Taxes, other than income taxes                        17,956     8,436     6,738
    Insurance claims                                      19,886     5,972     4,110
    Interest                                              15,017     4,298     3,742
    Other                                                  8,876     5,032     2,533
  Current portion of capital leases                        6,760     4,899     4,259
  Current portion of restructuring obligation             14,927
							________  ________  ________

	   Total current liabilities                     236,523    87,965    67,432

Long-term debt                                           449,831   208,000   239,059
Obligations under capital leases, excluding 
  current installments                                    68,321    57,361    57,906
Restructuring obligation, excluding current 
  installments                                            40,588     2,202     1,237
Deferred income taxes                                      3,875     6,398     8,196
							________  ________  ________

	   Total liabilities                             799,138   361,926   373,830

COMMITMENTS AND CONTINGENCIES (Notes 8, 9, 12 and 20)

REDEEMABLE PREFERRED STOCK, aggregate
  liquidation preference value of $65,077 (1998),
  $60,086 (1997) and $52,342 (1996)                       63,042    57,921    49,988

STOCKHOLDERS' DEFICIT:
  Class C Preferred Stock - Series 1 (at
    liquidation preference value)                          9,071     8,502     7,604
  Common stock ($.01 par value,  authorized 5,000,000
    shares, issued and outstanding 425,000 shares)             4         4         4
  Additional paid-in capital                            (302,326) (302,326) (302,326)
  Retained earnings                                      125,351   141,818   149,903
							________  ________  ________

	   Total stockholders' deficit                  (167,900) (152,002) (144,815)
							________  ________  ________
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT             $694,280  $267,845  $279,003
							========= ========  ========

</TABLE>                                       
				       
				       22


<PAGE>
<TABLE>
<CAPTION>

JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars In Thousands Except Per Share Amounts)
_______________________________________________________________________________________________________________________________
												 Year Ended
						 35 Weeks       _______________________________________________________________
						Ended Jan-               May 3,                   April 27,        April 29,
					       uary 3, 1998               1997                       1996            1995

<S>                                             <C>                    <C>                       <C>              <C>
NET SALES                                       $1,145,129             $1,228,533                $1,179,318       $1,173,927

COSTS AND EXPENSES:
  Cost of sales                                    859,460                925,446                   887,255          885,739
  Direct store expenses                            206,945                205,250                   198,579          193,875
  Warehouse, administrative and general             57,130                 57,800                    55,507           53,270
  Interest expense, net                             31,608                 36,215                    13,000           10,823
  Special charges                                    3,117                  2,737
						__________             __________                __________       __________
       Total cost and expenses                   1,158,260              1,227,448                 1,154,341        1,143,707
						__________             __________                __________       __________
  Earnings (loss) before income taxes
    and extraordinary item                         (13,131)                 1,085                    24,977           30,220

INCOME TAX EXPENSE (BENEFIT)                        (3,224)                   339                     9,062           11,417
						__________             __________                __________       __________
  Earnings (loss) before extraordinary item         (9,907)                   746                    15,915           18,803

EXTRAORDINARY ITEM, net of
  income tax benefit of $518 (1998)
  and $866 (1996)                                     (870)                                          (1,456)
						__________             __________                __________       __________
NET EARNINGS (LOSS)                               ($10,777)                  $746                   $14,459          $18,803
						==========             ==========                ==========       ==========
EARNINGS (LOSS) PER
  COMMON SHARE:                              
   Before extraordinary item                       ($36.39)               ($16.26)                  $185.85          $923.15
   Extraordinary item                                (2.05)                                          (18.13)
						__________             __________                __________       __________
   Net earnings (loss) per common share            ($38.44)               ($16.26)                  $167.72          $923.15
						==========             ==========                ==========       ==========
EARNINGS (LOSS) PER COMMON
  SHARE - ASSUMING DILUTION:
   Before extraordinary item                       ($36.39)               ($16.26)                  $162.88          $923.15
   Extraordinary item                                (2.05)                                          (15.96)
						__________             __________                __________       __________
   Net earnings (loss) per common
     share - assuming dilution                     ($38.44)               ($16.26)                  $146.92          $923.15
						==========             ==========                ==========       ==========

See notes to consolidated financial statements.

</TABLE> 
				       
				       23


<PAGE> 
<TABLE>
<CAPTION>


JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars In Thousands Except Per Share Amounts)
_______________________________________________________________________________________________________

				   Class C Preferred
				   Stock, Series 1         Common Stock            Additional
				   _________________      _________________
				     Number                Number                  Paid-in    Retained
				   of Share  Amount       of Share  Amount          Capital   Earnings
<S>                                <C>      <C>           <C>     <C>              <C>       <C>
BALANCE, APRIL 30, 1994                                    20,368 $1,061           $1,807    $121,989

Cash dividends ($169.09 per share)                                                             (3,444)
Net earnings                                                                                   18,803
							  _______  ______        ________    ________
BALANCE, APRIL 29, 1995                                    20,368   1,061           1,807     137,348

Cash dividends ($92.15 per share)                                                              (1,877)
Net earnings                                                                                   14,459
Issuance                           76,042 $7,604          425,000       4           7,377
Redempti                                                  (20,368) (1,061)       (311,510)
Accretion of discount on Class A
  Preferred Stock                                                                                 (27)
				  _______  _____          _______   _____        ________     _______  
BALANCE, APRIL 27, 1996            76,042  7,604          425,000       4        (302,326)    149,903

Net earnings                                                                                      746
Accretion of discount on Class A
  Preferred Stock                                                                                (189)
Cumulation of dividends on
  Preferred Stock                             898                                              (8,642)
				  _______  _____          _______   _____        ________     _______  

BALANCE, MAY 3, 1997               76,042   8,502         425,000       4        (302,326)    141,818

Net loss                                                                                      (10,777)
Accretion of discount on Class A
  Preferred Stock                                                                                (130)
Cumulation of dividends on
  Preferred Stock                             569                                              (5,560)
				   _______  _____          _______   _____        ________     _______  

BALANCE, JANUARY 3, 1998            76,042 $9,071          425,000     $4       $(302,326)    125,351
				   =======  =====          =======   =====        ========    =======   

See notes to consolidated financial statements.

</TABLE>
				       
				       24

<PAGE>
<TABLE>
<CAPTION>


JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
											    Year Ended
						  35 Weeks        ___________________________________________________________
						 Ended Jan-              May 3,             April 27,           April 29,
						uary 3, 1998              1997                1996                 1995

<S>                                                <C>                     <C>                <C>                <C>
OPERATING ACTIVITIES:                                                                      
  Net earnings (loss)                              ($10,777)                 $746             $14,459              $18,803
  Adjustment to reconcile net earnings (loss) to
    net cash provided by operating activities:
      Extraordinary item                                870                                     1,456
      Depreciation and amortization                  31,243                31,319              27,323               25,444
      Loss (gain) on disposition of property
	and other assets                               (250)                1,899                 817                1,037
      Deferred income tax expense (benefit)            (585)               (3,574)              2,577                2,260
      Decrease in restructuring obligation             (453)
      Changes in assets and liabilities:
	 Receivables                                 (1,933)                 (571)              5,866                   43
	 Inventories                                 (3,520)               12,826               5,826               (3,621)
	 Prepaid expenses and other                  (6,599)                3,941              (2,011)              (1,630)
	 Accounts payable                            18,861                 9,970               1,562                2,690
	 Accrued expenses                            10,304                 9,923              (2,356)                 644
						  _________             _________            ________            _________

	   Net cash provided by operating 
	     activities                              37,161                66,479              55,519               45,670
						  _________             _________            ________            _________
INVESTING ACTIVITIES:
  Capital expenditures                              (36,951)              (24,099)            (30,111)             (23,921)
  Proceeds from sale of property and other assets     1,069                 1,477               2,617                1,210
  Purchase of Delchamps, Inc., net
    of cash acquired                               (204,036)
  Purchase of investments in debt securities                                                  (23,026)             (65,416)
  Maturities of investments in debt securities          738                   337              46,301               42,096
						  _________             _________            ________            _________
	  Net cash used in investing activities    (239,180)              (22,285)             (4,219)             (46,031)
						  _________             _________            ________            _________

FINANCING ACTIVITIES:
  Proceeds from issuance of long-term debt          249,831                                   239,059
  Proceeds from issuance of stock and warrants                                                 35,840
  Redemption of common stock                                                                 (286,824)
  Payments on long-term debt                        (22,463)              (31,059)            (38,412)              (2,431)
  Debt issue costs                                  (24,852)                                   (8,214)
  Payments on capital lease obligations              (2,939)               (4,385)             (5,355)              (4,342)
  Dividends paid                                                                               (1,877               (3,444)
						  _________             _________            ________            _________
	   
	   Net cash provided by (used in)
	     financing activities                   199,577               (35,444)            (65,783)             (10,217)
						  _________             _________            ________            _________
INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                   (2,442)                8,750             (14,483)             (10,578)

CASH AND CASH EQUIVALENTS:
  Beginning of period                                14,426                 5,676              20,159               30,737
						  _________             _________            ________            _________
  End of period                                     $11,984               $14,426              $5,676              $20,159
						  =========             =========            ========            =========

													      (Continued)

</TABLE>
				       
				       25

<PAGE>
<TABLE>
<CAPTION>

JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
_______________________________________________________________________________________________________________________________
												   
												   
												   Year Ended
								   35 Weeks     _______________________________________________
								Ended Jan-        May 3,           April 27,       April 29,
							       uary 3, 1998       1997              1996            1995
<S>                                                              <C>            <C>                 <C>             <C>
NON-CASH INVESTING AND FINANCING                             
  ACTIVITIES:
    Payable to dissenting former shareholders
      of Delchamps, Inc.                                         $  26,637
    Accrued direct acquisition costs of                          =========
       Delchamps, Inc.                                           $   5,704
								 =========
    Capital lease obligations incurred                                          $   3,538           $  7,971        $  3,158
    Preferred stock issued during Recapitalization:                             =========           ========        ========
      in exchange for receivables and common stock                                                  $    184
      in settlement of deferred compensation obligation                                                  712
      in redemption of common stock                                                                   27,446
    Common stock issued during Recapitalization:
      in exchange for notes receivable                                                                   176
      in redemption of common stock                                                                      588
												    ________
												    $ 29,106
												    ========
SUPPLEMENTAL DISCLOSURES:
  Cash paid for interest                                         $  21,021      $  35,902           $ 12,915        $ 12,534
								 =========      =========           ========        ========
  Cash paid for income taxes, net of refunds                     $   4,799      $  (1,521)          $  7,700        $ 10,283
								 =========      =========           ========        ========


See notes to consolidated financial statements.                                                                    (Concluded)

</TABLE>
				       
				       26

<PAGE>

JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THIRTY-FIVE WEEKS ENDED JANUARY 3, 1998 AND THE YEARS ENDED MAY 3, 1997,   
   APRIL 27, 1996 AND APRIL 29, 1995
(Dollars in Thousands Except Per Share Amounts)
________________________________________________________________________

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

a.      Nature of Operations and Basis of Presentation  -  The 
	Company operates supermarkets and  gasoline stations located 
	in six southeastern states primarily using distribution centers 
	located in Jackson, Mississippi.

	The consolidated financial statements include those of Jitney-
	Jungle Stores of America, Inc. and its wholly-owned 
	subsidiaries, Delchamps, Inc., Southern Jitney Jungle 
	Company, Interstate Jitney Jungle Stores, Inc., McCarty-
	Holman Co., Inc. and subsidiary, and Jitney Jungle Bakery, 
	Inc.  All material intercompany profits, transactions and 
	balances have been eliminated.  

b.      Use of Estimates  -  The consolidated financial statements are 
	prepared in conformity with generally accepted accounting 
	principles which require management to make estimates and 
	assumptions that affect the reported amounts of assets and 
	liabilities and disclosure of contingent assets and liabilities at 
	the date of the financial statements and the reported amounts 
	of revenues and expenses during the reporting period.  Actual 
	results could differ from those estimates.

c.      Investments in Debt Securities  -  Debt securities have been 
	categorized as available for sale and as a result are stated at 
	fair value.  The cost of debt securities is adjusted for 
	amortization of premiums and accretion of discounts to 
	maturity.  Such amortization and interest are included in 
	interest income.  Realized gains and losses are included in 
	other income or expense.  The cost of securities sold is based 
	on the specific identification method.

d.      Inventories  -  Substantially all inventories are stated at the 
	lower of cost using the last-in, first-out method or market.

e.      Capitalization, Depreciation and Amortization  -  The cost of 
	property, fixtures, equipment and improvements is 
	depreciated and amortized by the straight-line method over 
	the estimated useful lives of the assets.  The estimated useful 
	lives of buildings range up to forty years and the estimated 
	useful life of fixtures and equipment is eight years.  Assets 
	under capital leases are recorded at the lower of fair value or 
	the present value of future minimum lease payments.  These 
	assets and leasehold improvements are amortized by the 
	straight-line method over their primary lease term.  License 
	and franchise rights are amortized by the straight-line method 
	over twenty years.  Debt issue costs are amortized over the 
	life of the related debt by the interest method.  At each 
	balance sheet date the Company evaluates the recoverability 
	of property, equipment and other long-term assets based upon 
	expectations of nondiscounted cash flows and operating 
	income.

f.      Goodwill - Goodwill relates primarily to the excess of 
	purchase price over fair value of net assets acquired in the 
	acquisition of Delchamps, Inc.  Such costs are being 
	amortized over 40 years by the straight-line method. 

				       
				       27

<PAGE>


g.      Store Opening/Closing Costs  -  Non-capital expenditures 
	incurred for new or remodeled retail stores are expensed as 
	incurred.  When a store is closed, the remaining investment in 
	fixtures and leasehold improvements, net of expected salvage, 
	is charged against earnings; any remaining lease liability, net 
	of expected sublease recovery, is also expensed.

h.      Income Taxes  -  Deferred tax liabilities and assets are 
	determined based on the differences between the financial 
	statement and tax bases of assets and liabilities using enacted 
	tax rates in effect in the years in which the differences are 
	expected to reverse.

i.      Cash Equivalents  -  For purposes of reporting cash flows, 
	cash equivalents include investments with maturities of three 
	months or less when purchased.

j.      Per Share Amounts  -  Earnings (loss) per common share and 
	earnings (loss) per common share - assuming dilution are 
	based on net income (loss) after preferred stock dividend 
	requirements and the weighted average number of shares 
	outstanding during each period.  Earnings (loss) per common 
	share - assuming dilution includes shares attributed to 
	outstanding warrants and options granted to purchase 
	common stock unless inclusion results in antidilution of per 
	share amounts.

k.      Reclassifications  -  Certain reclassifications have been made 
	in the prior years' consolidated financial statements to 
	conform to the method of presentation used in the current 
	period.

2.    TRANSITIONAL PERIOD FINANCIAL DATA

In September 1997, the Company elected to change its fiscal year 
end from the Saturday nearest April 30 to the Saturday nearest 
December 31. The change of fiscal year resulted in a transition 
period of thirty-five weeks beginning May 4, 1997 and ending 
January 3, 1998, whereas the fiscal year ended May 3, 1997 
includes the operations of fifty-three weeks and the fiscal years 
ended April 27, 1996 and April 29, 1995 include the operations of 
fifty-two weeks.


Presented below are the unaudited consolidated results of 
operations for  the comparable thirty-six week period ended 
January 4, 1997.
 

<TABLE>
<CAPTION>

<S>                                       <C>
Net sales                                 $  832,905
Cost of sales                                630,129
Direct store expense                         139,740
Warehouse, administrative and general 
  expense                                     37,266
Interest expense, net                         25,207
					  __________
Earnings before income taxes                     563
Income taxes                                     210
					  __________
Net earnings                              $      353
					  ==========
Loss per common share                     $   (11.26)
					  ==========


</TABLE>


3.     DELCHAMPS ACQUISITION 

On September 12, 1997, Delta Acquisition Corporation ("DAC"), a 
wholly-owned subsidiary of the Company, completed an all cash 
tender offer for shares of Delchamps, Inc. ("Delchamps"), an 
Alabama corporation, and accepted for payment approximately 
75% of such shares.  On November 4, 1997, DAC was merged with 
and into Delchamps.  Delchamps was the surviving corporation and 


				       28

<PAGE>

became a wholly-owned subsidiary of the Company.  Delchamps is 
engaged in the business of retail food distribution through 
supermarkets located in Alabama, Florida, Louisiana, and 
Mississippi.  This acquisition has been accounted for under the 
purchase method.

Holders of certain Delchamps shares dissented from the merger and 
indicated their intent to pursue their legal remedy under Alabama 
law.  At January 3, 1998, the Company had a  remaining liability of 
$26,637 representing approximately 888,000 shares (this includes 
dissenting shareholders and other unredeemed shares).

The purchase price for the Delchamps acquisition was $236,377, 
including direct acquisition costs. An affiliate of the Company's 
majority shareholder was paid fees of approximately $4,000 for 
services rendered in connection with the acquisition, including the 
arranging of financing.  The excess of the purchase price over the 
fair values of  the net assets acquired was $143,520 and has been 
recorded as goodwill, which is being amortized on the straight-line 
basis over forty years.

The results of operations of Delchamps have been included in the 
Company's consolidated financial statements since September 12, 
1997.  The purchase price, net of cash acquired of $84, has been 
allocated to the assets acquired and liabilities assumed based upon 
the fair values at the date of acquisition, as follows:

 
<TABLE>
<CAPTION>



<S>                                                                     <C>
Receivables and other current assets                                     $12,597
Inventory                                                                 95,516
Property, equipment and leasehold improvements                           123,606
Deferred income tax assets                                                15,468
Other assets                                                               2,106
Goodwill                                                                 143,520
Accounts payable and accrued expenses                                    (72,448)
Notes payable and long-term debt, immediately r                          (14,463)
Capital lease obligations                                                (15,760)
Restructuring obligation                                                 (53,765)
									________
	   Purchase price                                               $236,377
									========

</TABLE>


The following unaudited pro forma information presents a 
summary of consolidated results of operations of the Company and 
Delchamps as if the acquisition had occurred at the beginning of 
the periods presented.
 
<TABLE>
<CAPTION>

					  
					  35 Weeks              Year Ended
					 Ended Jan-               May 3,
					uary 3, 1998               1997
<S>                                     <C>                     <C>
Net sales                               $1,434,059              $2,159,542
Cost of sales                            1,071,595               1,596,277
Expenses, net of interest                  324,792                 492,250
Interest expense, net                       42,945                  67,816
Income tax expense (benefit)                  (130)                  2,994
					__________________________________
Net (earnings) loss                     $  ($5,143)             $     $205
					==========              ==========
Loss per common share                   $  ($25.18)             $  ($17.53)
					==========              ==========

</TABLE>
				       
				       
				       29


<PAGE>                                 



These unaudited pro forma results have been prepared for 
comparative purposes only and include certain adjustments, such as 
additional depreciation expense as a result of the step-up in the 
basis of fixed assets, additional amortization of goodwill, increased 
interest expense on acquisition debt and certain synergies expected 
to result from the integration of Delchamps' operations with those 
of the Company.  They do not purport to be indicative of the results 
of operations that would have occurred if the acquisition had been  
made as of those dates.  In addition, the pro forma information is 
not intended to be a projection of future results. 


4.      RECAPITALIZATION

On March 5, 1996, JJ Acquisitions Corp. ("JJAC") merged with 
and into the Company with the Company continuing as the 
surviving corporation (the "Recapitalization").  JJAC was a wholly-
owned subsidiary of Bruckmann, Rosser, Sherrill & Co., L.P. (the 
"Fund").  Upon consummation of the Recapitalization, the Fund 
and related investors received 83.82% of the Company's common 
stock and 11.76% was retained by the shareholders at the time of 
the Recapitalization.

The Recapitalization was accounted for by a charge to equity of 
$312,571 to reflect the redemption of common stock of the 
Company outstanding immediately prior to the Recapitalization.  A 
closing fee of $4,000 was paid to the Fund Manager in connection 
with the Recapitalization.

Prior to the Recapitalization JJAC issued 425,000 shares of 
common stock for an aggregate of  $6,500, issued an aggregate of 
$22,500 in liquidation preference of Class A Preferred Stock, 
issued $10,000 in liquidation preference of Class C Preferred 
Stock, and issued warrants to purchase 75,000 shares of common 
stock to the then holder (along with related investors) of 100% of 
the Class A Preferred Stock and 15% of the Class C Preferred 
Stock.  The Company issued $27,446 in liquidation preference of 
Class B Preferred Stock as part of the consideration to shareholders 
at the time of the Recapitalization. In the Recapitalization the 
common stock, Class A Preferred Stock, and Class C Preferred 
Stock issued by JJAC were converted into like shares of the 
Company and the Company assumed the obligations of JJAC under 
the warrants.

5.      INVESTMENTS IN DEBT SECURITIES

Investments in debt securities consisted of U.S. Treasury securities 
which matured in fiscal year 1997. Proceeds from sale of 
investments in debt securities were approximately $13,000 (1996) 
and $6,100 (1995).  Losses of $43 (1996) and gains of $14 (1995) 
were realized on those sales.

6.      INVENTORIES

Had the cost for all inventories been determined on the first-in, 
first-out method, inventories would have been higher by 
approximately $16,497 at January 3, 1998, $17,245 at May 3, 1997 
and  $18,227  at April 27, 1996.  LIFO liquidations resulted in an 
increase in net earnings of $708 and $148 in the 35 weeks ended 
January 3, 1998 and the fiscal year ended May 3, 1997, 
respectively.  The effect on net earnings of LIFO liquidations in 
fiscal years 1996 and 1995 was not material.
				       
				       
				       30


<PAGE>


7.      OTHER ASSETS

Other assets, net of accumulated amortization of $6,862 (1998), 
$3,916 (1997) and $3,059 (1996), consisted of the following:
 
<TABLE>
<CAPTION>

				January 3,        May 3,       April 27,
				  1998            1997           1996
<S>                            <C>              <C>            <C>
Debt issue costs               $ 27,770         $  6,913       $  7,917
License and franchise rights      1,749              746            838
Other                             2,718              825            952
			       ________         ________       ________
	   Total               $ 32,237         $  8,484       $  9,707
			       ========         ========       ========
</TABLE>


8.      PROPERTY UNDER CAPITAL LEASES AND LEASE COMMITMENTS 

Leased property capitalized in the financial statements is 
summarized as follows:

<TABLE>
<CAPTION>
			       January 3,         May 3,        April 27,
				 1998              1997           1996

<S>                             <C>              <C>             <C>
Store property                  $85,826          $70,920         $76,371
Computer equipment                3,169            3,169      
Less accumulated depreciation   (34,925)         (32,112)        (32,993)
				_______          _______         _______
				$54,070          $41,977         $43,378
				=======          =======         =======
</TABLE>



Most store leases provide for contingent rentals based on 
percentages of sales in excess of stipulated amounts.  The leases 
have primary terms ranging from five to twenty years and generally 
contain renewal options.  Portions of store space are sublet under 
leases.  The present value of future minimum lease payments 
relative to capital leases is included in the financial statements as 
obligations under capital leases.  Lease liabilities are amortized 
over the lease term using the interest method.

The future minimum rental commitments for capital leases and 
noncancelable operating leases as of January 3, 1998, were as 
follows:

 
<TABLE>
<CAPTION>

					      Capital       Operating
					      Leases         Leases
<S>                                         <C>              <C>
1998                                        $  16,553        $   40,546
1999                                           16,010            39,211
2000                                           15,492            37,551
2001                                           13,783            35,421
2002                                           12,871            34,279
Remaining balance                              71,053           219,362
					    _________        __________

Total minimum lease commitments               145,762        $  406,370
							     ==========
</TABLE>
				       
				       
				       31


<PAGE>

<TABLE>
<CAPTION>

					    Capital
					     Lease
<S>                                        <C>
Less amount representing estimated 
  executory costs (taxes,       
  maintenance and insurance)                $   1,707 
					    _________
Net minimum lease commitments                  144,05
Less amount representing imputed interest      68,974 
					    _________
Present value of minimum lease commitments     75,081    
Current portion of obligations under 
  capitalized leases                            6,760  
					    _________
Obligations under capitalized leases, 
  less current                              $  68,321  
					    =========


</TABLE>

Minimum rental commitments have not been reduced by minimum 
sublease rentals of  $1,149 applicable to capital leases and $969 
applicable to operating leases due in the future under noncancelable 
subleases. 

The following schedule shows the composition of total rental 
expense for all operating leases:

<TABLE>
<CAPTION>
								Year Ended
			     35 Weeks          ____________________________________________
			     Ended Jan-            May 3,         April 27,    April 29,
			     uary 3, 1998          1997             1996         1995

<S>                            <C>                <C>             <C>           <C>
Minimum rentals                $17,612            $10,717         $10,211       $10,075
Contingent rentals                 230                325             346           328
Less:  Sublease rentals           (262)              (288)           (219)         (323)
			       _______            _______         _______       _______
			       $17,580            $10,754         $10,338       $10,080
			       =======            =======         =======       =======
 
</TABLE>

Rents, net of sublease income, paid to affiliated partnerships under 
long-term lease commitments were as follows: 
 
<TABLE>
<CAPTION>


<S>                             <C>            <C>            <C>          <C>
Capital leases                  $1,999         $3,062         $3,017       $3,001
Operating leases                   369            331            334          321
				______         ______         ______       ______
				$2,368         $3,393         $3,351       $3,322
				======         ======         ======       ======

</TABLE>

Obligations to affiliated partnerships under capital leases were 
$11,639 at January 3, 1998, $8,602 at May 3, 1997 and $9,150 at 
April 27, 1996.


9.      LONG-TERM DEBT

Long-term debt consisted of the following:
				       
				       
				       32


<PAGE>
<TABLE>
<CAPTION>


<S>                              <C>               <C>             <C>
Senior Notes                      $200,000          $200,000        $200,000
Senior Subordinated Notes          200,000
Senior Credit Facility              49,831             8,000          39,059
				  ________         _________        ________

				  $449,831          $208,000        $239,059
				  ========          ========        ========

</TABLE>


Aggregate maturities of long-term debt for the fiscal years 
following January 3, 1998 are as follows:

 

2004                                           $   49,831
2006                                              200,000
2007                                              200,000
					       __________

					       $  449,831
					       ==========


In September, 1997 the Company issued $200,000 of unsecured 
Senior Subordinated Notes which mature on September 15, 2007 
and accrue interest at the rate of 10 3/8% per annum payable semi-
annually.  The proceeds from issuance of the Senior Subordinated 
Notes were used to fund a portion of the Delchamps acquisition 
consideration (see Note 3).  The Senior Subordinated Notes are 
subordinated in right of payment to the Senior Notes and the Senior 
Credit Facility.  Except under certain conditions, the Senior 
Subordinated Notes are not redeemable at the Company's option 
prior to September 15, 2002.  Thereafter, the Senior Subordinated 
Notes are subject to redemption at the option of the Company at 
105.188% of principal amount if redeemed during the twelve-
month period beginning September 15, 2002 decreasing to 100% of 
the principal amount if redeemed during the twelve-month period 
beginning September 15, 2005 and thereafter plus accrued and 
unpaid interest thereon.

In March, 1996 the Company issued $200,000 of unsecured Senior 
Notes which mature on March 1, 2006 and accrue interest at the 
rate of 12% per annum payable semi-annually.  The proceeds from 
issuance of the Senior Notes were used to fund a portion of the 
Recapitalization consideration (see Note 4).  Except under certain 
conditions, the Senior Notes are not redeemable at the Company's 
option prior to March 1, 2001.  Thereafter, the Senior Notes are 
subject to redemption at the option of the Company at 106% of 
principal amount if redeemed during the twelve-month period 
beginning March 1, 2001 decreasing to 100% of the principal 
amount if redeemed during the twelve-month period beginning 
March 1, 2004 and thereafter plus accrued and unpaid interest 
thereon.

In the event of a change of control as defined in the Indenture, 
holders of Senior Notes and the Senior  Subordinated Notes have 
the right to require the Company to repurchase all or any part of 
such holder's notes at a price in cash equal to 101% of the 
aggregate principal amount thereof plus accrued and unpaid interest 
thereon.

The Company entered into a revolving credit agreement in March 
1996 with several banks which provided a $100,000 Credit Facility 
and subsequently, in September 1997, the Company amended and 
restated  the agreement to provide a $150,000 Senior Credit 
Facility.  The Credit Facility and the Senior Credit Facility were 
used to finance a portion of the Delchamps acquisition and the 
Recapitalization consideration, to refinance certain indebtedness, 
and to provide for  working capital requirements.  The 
commitments under the Senior Credit Facility will terminate and all 
loans outstanding thereunder will be required to be repaid in full in 
March, 2004.  Borrowings under the Senior Credit Facility, 
				       
				       
				       33


<PAGE>

including revolving loans and up to $30,000 in letters of credit, are 
limited to the lesser of (i) the "total commitment" which initially 
was $150,000 and (ii) an amount equal to the sum of (a) up to 65% 
of eligible inventory (valued at the lesser of FIFO cost or current 
market) and (b) the "supplemental availability" which initially was 
$53,000.  Each of the total commitment and the supplemental 
availability will be reduced on a quarterly basis, commencing 
September 1998.  The interest rates on borrowings under the Senior 
Credit Facility are, at the Company's option, a function of the 
bank's prime rate or LIBOR.  The weighted average interest rate of 
loans under the Senior Credit Facility was 8.89% at January 3, 
1998, 8.44% at May 3, 1997 and 8.62% at April 27, 1996.  The 
agreement requires the Company to pay a facility fee at an annual 
rate of .425% (.50% before March 31, 1997) of the unused amount 
available under the Senior Credit Facility.  Letters of credit 
aggregating $7,461 at January 3, 1998 and $10,481 at May 3, 1997 
and April 27, 1996 were outstanding under the Senior Credit 
Facility.

The Senior Notes and Senior Subordinated Notes are guaranteed on 
a full, unconditional and joint and several basis by each of the 
Company's subsidiaries.  The Senior Credit Facility is guaranteed 
by each of the Company's subsidiaries.  In addition, obligations 
under the Senior Credit Facility are secured by a first lien on all of 
the Company's and its subsidiaries' assets.

The Senior Credit Facility and the Indenture pursuant to which the 
Senior Notes and Senior Subordinated Notes were issued contain 
numerous covenants which, among other things, restrict or limit the 
incurrence of indebtedness, payments of dividends and 
distributions, and capital expenditures.  The Senior Credit Facility 
also contains numerous financial covenants, the more significant of 
which relate to leverage ratio, interest coverage ratio and cash 
flows.  As of January 3, 1998 the Company was in compliance with 
the covenants under its debt agreements.


10.   RESTRUCTURING OBLIGATION

In connection with the Delchamps acquisition, the Company 
recorded a restructuring obligation of $54,364 relating to (i) stores 
closed by Delchamps prior to the acquisition; (ii) Delchamps stores 
to be closed after the acquisition because of unprofitability; (iii) 
Company and Delchamps stores required to be divested under a 
consent decree with the Federal Trade Commission; (iv) closure of 
the Delchamps headquarters in Mobile, Alabama; and (v) closure of 
the Delchamps warehouse facility in Hammond, Louisiana.  The 
$54,364 consists of $45,291 of future rental payments, $1,591 of 
severance costs, $474 of loss on divestiture of fixed assets, and 
$7,008 of miscellaneous expenses related mainly to the shutdown 
of the Mobile and Hammond facilities. 

Of the total restructuring costs, $53,765 was recorded as goodwill 
as part of the purchase price allocation in the Delchamps acquisition 
and $599 was included as a special charge in the 1998 statement of 
operations.  Charges against the restructuring obligation in 1998 
were $770, consisting mainly of lease payments.

The obligations at May 3, 1997 and April 27, 1996 represent 
remaining payments under leases related to stores closed in prior 
years.

Since January 3, 1998, seventeen supermarkets and one gasoline 
station have been closed or sold, including ten stores that were 
required to be sold pursuant to the consent agreement with the 
Federal Trade Commission.       
				       
				       
				       34


<PAGE>

11.     INCOME TAXES

Income taxes were composed of the following: 
			
<TABLE>
<CAPTION>


							 Year Ended
				 35 Weeks     ___________________________________
				Ended Jan-     May 3,     April 27,    April 29,
			       uary 3, 1998    1997        1996          1995

<S>                             <C>           <C>          <C>           <C>
Current provision (benefit)      ($3,157)     $3,913       $6,485        $9,157
Deferred provision (benefit)        (585)     (3,574)       2,577         2,260
				 _______      ______       ______       _______
	  Total                  ($3,742)       $339       $9,062       $11,417
				 =======      ======       ======       =======

</TABLE>


The income tax provision (benefit) varied from the federal statutory 
rate of 35% as follows:
								       
<TABLE>
<CAPTION>
								       
								       Year Ended
					 35 Weeks       __________________________________________  
					 Ended Jan-         May 3,       April 27,     April 29,
					uary 3, 1998         1997          1996          1995
<S>                                        <C>            <C>           <C>            <C>
Federal tax (benefit) at statutory rate    ($5,081)          $380        $8,742        $10,577
State income taxes (benefit),
  net of federal tax effect                   (291)           (25)          400            665
Non-deductible amortization                    574
IRS assessments                                428
Other                                          628            (16)          (80)           175
					  ________          _____        ______        _______
       Income tax provision (benefit)      ($3,742)          $339        $9,062        $11,417
					  ========          =====        ======        =======

</TABLE>


The sources of temporary differences and the related deferred 
income tax effects were as follows:
 

<TABLE>
<CAPTION>

						    January 3,             May 3,                April 27,
						      1998                  1997                   1996

<S>                                                 <C>                   <C>                    <C>
CURRENT DEFERRED TAX ASSETS (LIABILITIES):
  Inventory                                          ($4,445)              ($2,512)               ($1,739)
  Restructuring obligation                             5,433
  Accrued compensation and benefits                    1,697                   562                    571
  Deferred income                                      1,303                 1,567
  Accrued estimated insurance claims                   6,766                 2,228                  1,538
  Other                                                4,927                   307                    436
						     _______               _______                _______
	   Total net current deferred tax asset      $15,681                $2,152                   $376
						     =======               =======                =======
NONCURRENT DEFERRED TAX (ASSETS) LIABILITIES:
  Property and equipment                             $25,310               $12,975                $13,651
  Restructuring obligation                           (15,447)
  Capital leases                                      (6,069)               (6,710)                (5,706)
  Other                                                   81                   133                    251
						     _______               _______                _______
	   Total net noncurrent deferred              
	     tax liability                            $3,875                $6,398                 $8,196
						     =======               =======                =======
</TABLE>
				       
				       35


<PAGE>

Refundable income taxes of $5,663 at January 3, 1998 and $3,890 
at April 27, 1996 represent the carryback of the tax net operating 
loss and the overpayment of estimated taxes, respectively.  Such 
amounts are included in prepaid expenses and other in the balance 
sheet. Currently payable income taxes of $1,835 at May 3, 1997 are 
included in accrued expenses. 

The Company's income tax returns through fiscal year 1994 have 
been examined by the Internal Revenue Service.  

12.       CAPITAL STOCK
 
 Preferred Stock
 
 Preferred stock consisted of the following:
 

<TABLE>                      
<CAPTION>
			     
				      January 3, 1998          May 3, 1997            April 27, 1996
				   _____________________________________________________________________
	   Dividend   Outstanding  Liquidation  Carrying   Liquidation  Carrying  Liquidation  Carrying
   Class     Rate       Shares     Preference    Amount     Preference   Amount   Preference    Amount

  <S>            <C>     <C>       <C>        <C>        <C>        <C>        <C>         <C>
  A              15%     225,000   $  29,479  $ 27,444   $  26,722  $ 24,557   $  22,500   $ 20,146
  B              10%     274,460      32,740    32,740      30,685    30,685      27,446     27,446
  C - Series 2   10%      23,958       2,858     2,858       2,679     2,679       2,396      2,396
				   _________  ________   _________  ________   _________   ________
    Total Mandatorily Redeemable   $  65,077  $ 63,042   $  60,086  $ 57,921   $  52,342   $ 49,988
				   =========  ========   =========  ========   =========   ========
  C - Series 1   10%      76,042   $   9,071  $  9,071   $   8,502  $  8,502   $   7,604   $  7,604
				   =========  ========   =========  ========   =========   ========

</TABLE>



The excess of liquidation preference over the carrying amount of 
the Class A Preferred Stock is being accreted by periodic charges to 
retained earnings to the mandatory redemption date.

Dividends on Class A Preferred Stock are payable quarterly.  
Through March, 2001, such dividends are payable, at the 
Company's option, either by cumulation to liquidation preference 
or in cash and thereafter are payable in cash.  Dividends on Class B 
Preferred Stock and Class C Preferred Stock cumulate on an annual 
compounding basis until paid.  Cumulative dividends not declared 
or paid on preferred shares aggregated $14,202 at January 3, 1998.

The Class A Preferred Stock is redeemable at the Company's 
option, (i) at any time after March 1, 2001 at a price equal to the 
then applicable liquidation preference plus accrued and unpaid 
dividends and a prepayment premium or (ii) on or prior to March 1, 
1999 with the proceeds of a public offering of common stock at a 
price per share equal to 114% of the then applicable liquidation 
preference plus accrued and unpaid dividends thereon.  All of the 
Class A Preferred Stock is required to be redeemed on or before 
March, 2008 at a price per share equal to the then applicable 
liquidation preference, plus accrued and unpaid dividends thereon. 

The Class B Preferred Stock and Class C Preferred Stock,  Series 2, 
are redeemable at the Company's option at any time, in whole or in 
part, at a price per share equal to the then applicable liquidation 
preference, plus accrued and unpaid dividends.  All of the Class B 
Preferred Stock and all of the Class C Preferred Stock, Series 2, are 
required to be redeemed in March, 2010 and March, 2011, 
respectively, at a price per share equal to the then applicable 
liquidation preference plus accrued and unpaid dividends 
(including cumulated dividends).  The Class C Preferred Stock, 
Series 1, is not redeemable by the Company at any time.

				       36


<PAGE>

Under certain conditions, as defined, the Company is required to 
offer to repurchase all shares of preferred stock.  Upon a change in 
control, the Company is required to offer to repurchase all shares of 
the Class A Preferred Stock at 101% of the then applicable 
liquidation preference plus accrued and  unpaid dividends and all 
shares of Class B Preferred Stock and all shares of Class C 
Preferred Stock, Series 1 and Series 2, at 100% of the liquidation 
preference thereof plus accrued and unpaid dividends.  In addition, 
the Company is required to offer to apply, subject to certain 
limitations, net proceeds raised through a primary issuance of 
securities junior to Class B Preferred Stock to repurchase shares of 
Class B Preferred Stock.

Except as required by law and with respect to certain specified 
matters, Class A Preferred Stock has no voting rights.  Neither  the 
Class B Preferred Stock nor the Class C Preferred Stock has any 
voting rights, except as required by law.

The Class A Preferred Stock is exchangeable (with cumulated 
dividends) at the Company's option, in whole but not in part, for 
subordinated exchange debentures of the Company.  The exchange 
debentures will pay interest from the date of the exchange at the 
rate of 15% per annum, consisting of, at the Company's option, 
additional exchange debentures or cash on or prior to March, 2001 
and cash thereafter.  The exchange debentures will mature in 
March, 2008.

Class A Preferred Stock ranks senior to Class B Preferred Stock 
and Class C Preferred Stock in right of payment of cash dividends, 
liquidation preference and redemption (both mandatory and 
optional).  The Class C Preferred Stock ranks junior to the Class B 
Preferred Stock in right of such cash payments.

The Senior Credit Facility and the Indenture (see Note 9) restrict 
the Company's ability to pay cash dividends, exchange Class A 
Preferred Stock for exchange debentures and redeem or repurchase 
Class A Preferred Stock, Class B Preferred Stock, Class C 
Preferred Stock and exchange debentures.

Warrants

Warrants to purchase 75,000 shares of common stock were issued 
in conjunction with the Recapitalization (see Note 4) and were 
outstanding as of May 3, 1997 and April 27, 1996.  The warrants 
were recorded at fair value of $881 at date of issue.  The warrants 
have an exercise price of $.01 per share and will expire in 2008.

13.   STOCK OPTION PLAN

On October 25, 1996, the Board of Directors of the Company, who 
also hold a majority of the Company's issued and outstanding 
common stock, authorized the grant of stock options to certain 
executives and key officers.  During the period ended January 3, 
1998, the Company adopted the Jitney-Jungle Stores of America, 
Inc. 1997 Stock Plan (the "1997 Plan").  The 1997 Plan authorizes 
grants of stock options covering 50,000 shares of the Company's 
common stock.  Grants under the 1997 Plan may take the form of 
incentive or non-qualified stock options.  Options vest one-third 
each year.  With certain exceptions, the options are granted for a 
term of ten years.

Grants under the 1997 Plan are made at a price that is not less than 
the fair market value as determined by the Board of Directors or a 
Committee of the Board at the effective date of grant.

				       
				       37

<PAGE>

The following is a summary of the stock option activity:

			
<TABLE>
<CAPTION>
			
				  Options         Weighted Average
				Outstanding        Exercise Price
			   
<S>                                  <C>                <C>
Balance at May 3, 1997                    0                 $0
Granted                              37,660              98.57
				     ______             ______
Balance at January 3, 1998           37,660             $98.57
				     ======             ======

</TABLE>


The following table summarizes information about stock options 
outstanding at January 3, 1998:

<TABLE>
<CAPTION>

	 Exercise       Options       Weighted Average      Weighted Average
	Price Range   Outstanding    Remaining Contractual   Exercise Price

     <S>                <C>             <C>                     <C>
     $62.50 to $72.50   17,700            9.1 Years              $69.90

	      $124.00   19,960          10.0 Years              $124.00
 
</TABLE>

At January 3, 1998, options covering 1,533 shares were exercisable 
at a price of $62.50 per share.

During the period ended January 3, 1998, The Company adopted 
Statement of Financial Accounting Standards ("SFAS") No. 123, 
"Accounting for Stock-Based Compensation," which requires 
companies to estimate the fair value for stock options on the date of 
grant.  Under SFAS No. 123, the Company is required to record the 
estimated fair value of stock options issued as compensation 
expense in its statements of earnings over the related service 
periods or, alternatively, continue to apply the accounting 
methodologies as prescribed by Accounting Principles Board  
("APB") Opinion No. 25, "Accounting for Stock Issued to 
Employees," and disclose the pro forma effects of the estimated fair 
value of stock options issued in the accompanying footnotes to its 
financial statements.  In adopting SFAS No. 123, the Company 
decided to follow the accounting methodologies as prescribed by 
APB Opinion No. 25.

The pro forma effects of the total compensation expense that would 
have been recognized during the period ended January 3, 1998 
under SFAS No. 123 are as follows:

<TABLE>
<CAPTION>


<S>                                                  <C>
Net loss, as reported                                $10,777
Pro forma net loss                                   $10,870
Loss per share, as reported                           $38.44
Pro forma loss per share                              $38.66
 
</TABLE>


In adopting SFAS No. 123, the Company estimated the fair value of 
stock options granted using the following assumptions:

<TABLE>
<CAPTION>

<S>                                                  <C>
Expected dividend yield                                 None
Expected option life                                 6 Years
Risk-free interest rate                                6.14%
 
</TABLE>


Based on the results of the computations, the weighted-average fair 
value per option on the effective date of grant was $30.10
				       
				       
				       38


<PAGE>

14.     EMPLOYEE BENEFIT AND COMPENSATION PLANS

The Company has a profit-sharing plan covering substantially all 
employees with one or more years' service.  Contributions are 
made at the discretion of the Board of Directors of the Company.   
Such expense totaled $1,013 in the 35 weeks ended January 3, 1998 
and $1,200 in fiscal years ended in 1997, 1996, and 1995.

Prior to March 1996, the Company had a Phantom Stock Plan for 
certain key officers whereby deferred compensation units 
(expressed in shares of common stock) were earned to the extent 
that performance targets (expressed in terms of growth in 
stockholders' equity) were met.  The amounts payable in 
accordance with the provisions of the Phantom Stock Plan became 
fully vested and immediately payable at the time of the 
Recapitalization (see Note 4).  Effective with the Recapitalization 
$4,252 was paid to the participants and $712 was applied against 
the purchase price for shares of Class C Preferred Stock acquired 
by them in connection with the Recapitalization.

Effective with the Recapitalization the Phantom Stock Plan was 
amended and restated and renamed the Deferred Compensation 
Plan for Jitney-Jungle Stores of America, Inc.  Under the amended 
plan no further awards may be made and no other individuals will 
become participants.  Units credited to the participants consist of a 
cash amount payable in accordance with the terms of the Phantom 
Stock Plan before its amendment and an amount that will continue 
to be credited under the terms of the plan to an account, the value 
of which will be equal to the value of the number of shares of Class 
C Preferred Stock of the Company that could be acquired with that 
amount.

With respect to the amounts that continue to be credited under the 
plan as amended, an amount equal to the amount of any cash 
dividends that would have been paid on the number of shares of 
preferred stock credited to each participant's account will be paid to 
the participant at the same time as any cash dividends actually are 
paid on the preferred stock.  Payment otherwise will be made under 
the amended plan at the same time as the preferred stock is 
redeemed, in an amount equal to the redemption price times the 
number (or proportionate number, in the event of a partial 
redemption) of shares of preferred stock credited to the 
participant's account.

15.     SPECIAL CHARGES

Special charges consisted of the following:

<TABLE>
<CAPTION)

								   35 Weeks
								  Ended Jan-        Year Ended
								 uary 3, 1998        3-May-97

<S>                                                                  <C>               <C>
Severance benefits                                                    $510               $958
Amounts due former chief executive officer                                              1,779
Fees related to bridge financing in the Delchamps acquisition         2,008
Loss on stores to be sold under the consent decree with the
  Federal Trade Commission in the Delchamps acquisition                 599
								     ______            ______
								     $3,117            $2,737
								     ======            ======

</TABLE>

				       39

<PAGE>

The $1,779 is attributable to the employment agreement with the 
Company's then Chairman and Chief Executive Officer who, in 
January 1997, relinquished his position and duties as Chief 
Executive Officer.  Payments to be made under the employment 
agreement were deemed not to relate to future services to be 
provided by the Chairman and, accordingly, such amounts were 
charged to expense.

16.   EXTRAORDINARY ITEM

In connection with the Delchamps acquisition in the 35 week 
period ended January 3, 1998 and the Recapitalization in the fiscal 
year ended April 27, 1996, the Company retired certain long-term 
debt prior to its scheduled maturity.  Early retirement of such debt 
resulted in extraordinary losses of $870 (1998) and $1,456 (1996), 
net of income tax benefits of $518 and $866, respectively.

17.   EARNINGS (LOSS) PER COMMON SHARE

During the period ended January 3, 1998, the Company adopted 
Statement of Financial Accounting Standards ("SFAS") No. 128, 
"Earnings per Share."  The adoption of SFAS No. 128 had no 
effect on the previously reported earnings (loss) per common share 
for prior years.

The following is a reconciliation of earnings (loss) before 
extraordinary item as reported in the accompanying statements of 
operations to earnings (loss) attributable to common stockholders 
used in computing earnings (loss) per common share and in 
computing earnings (loss) per common share - assuming dilution.  
Also presented is a reconciliation of weighted average common 
shares outstanding used in computing earnings (loss) per common 
share to weighted average common shares used in computing 
earnings (loss) per common share - assuming dilution. 

 
<TABLE>                            
<CAPTION>
			    
							       Year Ended
				    35 Weeks      ________________________________________
				   Ended Jan-          May 3,        April 27,   April 29,
				   uary 3, 1998         1997           1996         1995

<S>                                  <C>              <C>            <C>          <C>
Earnings (loss) before extra          ($9,907)           $746        $15,915      $18,803
Preferred stock dividends              (5,560)         (7,655)          (987)
				     ________         _______        _______      _______
Earnings (loss) attributable
  to common stockholders             ($15,467)        ($6,909)       $14,928      $18,803
				     ========         =======        =======      =======
Weighted average common
  shares outstanding                  425,000         425,000         80,321       20,368
Warrants                                                              10,920
				     ________         _______        _______      _______                                         
Weighted average common shares
  outstanding - assuming 
  dilution                            425,000         425,000         91,241       20,368
				     ========         =======        =======      =======

</TABLE>

Warrants issued in 1996 to purchase 75,000 shares of common 
stock have not been included in 1997 and 1998 and options granted 
in the 35 weeks ended January 3, 1998 to certain executives and 
key officers to purchase 37,660 shares of common stock have not 
been included in 1998 to calculate the weighted average common 
shares used in computing earnings (loss) per common share - 
assuming dilution because to do so would have been antidilutive for 
those periods.
				       
				       
				       40


<PAGE>

18.     FAIR VALUES OF FINANCIAL INSTRUMENTS

In accordance with Statement of Financial Accounting Standards 
(SFAS) No. 107, "Disclosures About Fair Value of Financial 
Instruments", information is provided about the fair value of certain 
financial instruments for which it is practicable to estimate that 
value.  The fair value amounts disclosed represent management's 
best estimate of fair value.  Certain financial instruments and all 
nonfinancial instruments are excluded, in accordance with SFAS 
No. 107.  The aggregate fair value amounts presented are not 
intended to represent the underlying aggregate fair value of the 
Company.

The estimated fair values are significantly affected by assumptions 
used, principally the timing of future cash flows, the discount rate, 
judgments regarding current economic conditions, risk 
characteristics of various financial instruments and other factors.  
Because assumptions are inherently subjective in nature, the 
estimated fair values cannot be substantiated by comparison to 
independent quotes and, in many cases, the estimated fair values 
could not necessarily be realized in an immediate sale or settlement 
of the instrument.  The following methods and assumptions were 
used by the Company in estimating fair value disclosures for 
financial instruments:
  
  Cash and cash equivalents:  The carrying amount reported in the 
  balance sheet approximates fair value.        
  
  Investments in debt securities:  The securities are carried at fair 
  value and are based on quoted market prices.
  
  Receivables, accounts payable and accrued expenses:  The 
  carrying amount reported in the balance sheet approximates fair value.

  Long-term debt:  The fair value of the Company's Senior Notes 
  and Subordinated Notes is based on quoted market prices.  The 
  interest rates on borrowings under the Senior Credit 
  Facility reset periodically.  Consequently, the carrying value of 
  borrowings under the Senior Credit Facility approximates fair 
  value.
  
  Redeemable preferred stock:  The fair value of redeemable 
  preferred stock is estimated at carrying value as such stock is 
  not traded in the open market and a market price is not readily 
  available.

The carrying amounts and fair values of the Company's financial 
instruments were as follows:
				       
				       
				       41


<PAGE>
<TABLE>                             
<CAPTION>
			     
				   January 3, 1998                May 3, 1997               April 27, 1996
			      _________________________________________________________________________________
			      Carrying         Fair          Carrying          Fair   Carrying         Fair
			       Amount          Value          Amount          Value    Amount          Value
<S>                           <C>             <C>             <C>            <C>       <C>            <C>
Cash and cash equivalents     $11,984         $11,984         $14,426         $14,426  $5,676          $5,676
Investments in debt 
  securities                                                                              337             337
Receivables                    13,833          13,833           5,463           5,463   4,892           4,892
Accounts payable              112,641         112,641          49,978          49,978  40,008          40,008
Accrued expenses              102,195         102,195          33,088          33,088  23,165          23,165
Long-term debt:
  Senior Notes                200,000         237,182         200,000         217,000 200,000         204,700
  Senior Subordinated Notes   200,000         210,867
  Senior Credit Facility       49,831          49,831           8,000           8,000  39,059          39,059
Redeemable preferred stock     63,042          63,042          57,921          57,921  49,988          49,988

</TABLE>

19.     ACCOUNTING STANDARD TO BE ADOPTED IN THE FUTURE

In June 1997, the Financial Accounting Standards Board issued 
SFAS No. 131, "Disclosures about Segments of an Enterprise and 
Related Information" which is effective for fiscal years beginning 
after December 15, 1997.  SFAS No. 131 redefines how operating 
segments are defined and requires disclosure of certain financial 
and descriptive information about a company's operating segments. 
The Company has not yet completed its analysis of which 
operating segments it will report on.

20.     COMMITMENTS AND CONTINGENCIES

The Company is defendant in certain litigation incurred in the 
normal course of business.  Management, after consulting legal 
counsel, is of the opinion that the liability, if any, which may result 
from this litigation will not have a material adverse effect on the 
Company's financial position or results of operations.

In 1996, the Company entered into a five-year supply agreement, 
which replaced a previously existing agreement, relating to 
merchandise purchases for stores located in Memphis, Tennessee 
and Little Rock and Pine Bluff, Arkansas.

In April 1997, the Company sold the operating assets of its bakery 
subsidiary for $750 and received $5,250 as consideration for 
entering into a five-year supply agreement with the purchaser of 
such operating assets.  The $5,250 is being amortized over the term 
of the supply agreement.

In connection with the Delchamps acquisition, the Company 
amended a pre-existing agreement whereby the Fund Manager is 
entitled to receive $1,000 per year from the Company as a 
management fee for the performance of strategic and financial 
planning services.  The amount of the annual management fee may 
be increased up to one percent of the Company's earnings before 
interest, income taxes, depreciation, amortization and certain 
special charges, computed on a quarterly basis.  Management fees 
for the 35 weeks ended January 3, 1998 and the fiscal year ended 
May 3, 1997 approximated $484 and $250, respectively.


				* * * * * *

				       42


<PAGE>



INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of 
  Jitney-Jungle Stores of America, Inc.:

We have audited the accompanying consolidated balance sheets of 
Jitney-Jungle Stores of America, Inc. and subsidiaries ("the Company") 
as of January 3, 1998, May 3, 1997 and April 27, 1996, and the related 
consolidated statements of operations, changes in stockholders' equity, 
and cash flows for the thirty-five weeks ended January 3, 1998 and for 
each of the three fiscal years in the period ended May 3, 1997.  These 
financial statements are the responsibility of the Company's 
management.  Our responsibility is to express an opinion on these 
financial statements based on our audits. 

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are 
free of material misstatement.  An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation.  We believe that 
our audits provide a reasonable basis for our opinion. 

In our opinion, such consolidated financial statements present fairly, in 
all material respects, the financial position of Jitney-Jungle Stores of 
America, Inc. and subsidiaries as of January 3, 1998, May 3, 1997 and 
April 26, 1996, and the results of their operations and their cash flows 
for the thirty-five weeks ended January 3, 1998, and for each of the three 
fiscal years in the period ended May 3, 1997, in conformity with 
generally accepted accounting principles.



/s/ Deloitte & Touche LLP

Jackson, Mississippi

March 6, 1998
				       
				       43



<PAGE>



Item 9.  Changes in and Disagreements with Accountants on 
Accounting and Financial Disclosure

	There has been no change of accountants or reporting 
disagreements on any matters of accounting principle, practice, 
financial statement disclosure or auditing scope or procedure 
during the 35 weeks ended January 3, 1998 and the two most 
recent fiscal years.



				  PART III




Item 10.  Directors and Executive Officers of the Registrant


Directors and Executive Officers                                  


Name                    Age     Position                               
						

W.  H. Holman, Jr.      67      Chairman of the Board since 1967.  Chief 
				Executive Officer of  the Company from 1967 
				until January 1997.  Member of the Board of 
				two private companies.

Michael E. Julian       47      Chief Executive Officer since January 1997 
				and formerly President of the 
				Company from May 1997 to December 1997.  
				Director of the Company since April 1996.  
				Prior to January 1997 served as 
				Chairman, President and Chief Executive 
				Officer of Farm Fresh, Inc. since 1988. 
				Mr. Julian is a member of the Compensation 
				committee.

Ronald E. Johnson       48      President and Chief Operating Officer since 
				December 1997. Director of the Company since 
				May 1996.  Previously served as Retail 
				Grocery- President and Chief Executive Officer 
				of Farm Fresh, Inc.  from January 1997 to 
				December 1997, Retail Grocery - Chairman, 
				President and Chief Executive Officer of 
				Kash n' Karry from 1995 to 1997 and Retail 
				Grocery - Executive Vice President 
				and Chief Operating Officer of Farm Fresh, Inc. 
				from 1988 to 1995.  Mr. Johnson is a member of 
				the Audit committee.

Donald D. Bennett       61      Director of the Company since September 1997.  
				Chairman of the Board of Rich Food Holding, 
				Inc. since 1980.  Member of the Board of 
				Directors of Rich Food Holdings, Inc.



				       44

				       
				       
<PAGE>


Directors and Executive Officers (Continued)            
				

Name                    Age     Position                                  

Bruce C. Bruckmann      44      Director of the Company since  March 1996 and a
				principal in BRS.  He was an officer and 
				subsequently a Managing Director of 
				Citicorp Venture Capital, Ltd. ("CVC") from 
				1983 through 1994.  Member of the Board of 
				Directors or Chairman of the Board of 
				AmeriSource Distribution Corp., CORT Business 
				Services Corp., Chromcraft Revington, Inc., 
				Mohawk Industries, Inc., Town Sports 
				International Inc. and Anvil Knitwear Inc. as 
				well as several private companies.
      
Bernard J. Ebbers       56      Director of the Company since August 1996.  
				President and Chief Executive Officer of 
				WorldCom, Inc. since 1983.  Member of the 
				Board of Directors of WorldCom, Inc.  Mr. 
				Ebbers is a member of the Compensation 
				committee.

Roger P. Friou          63      Director of the Company since June 1984.  
				Private investor since 1997.  Prior to May 
				1997, served as President of the Company 
				from March 1996 and as Vice Chairman, Chief 
				Financial Officer, and Secretary of the 
				Company since 1991.  Member of the Board of 
				Directors of Parkway Properties Inc. 
				Mr. Friou is a member of the Audit and 
				Compensation committees.  

John M. Moriarty, Jr.   41      Director of the Company since April 1996.  A 
				Managing Director of Donaldson, Lufkin & 
				Jenrette Securities Corporation since 1989 
				and a Managing Director of DLJ Merchant 
				Banking, Inc. since January 1996.  Member of 
				the Board of Directors of a private company.  
				Mr. Moriarty is a member of Audit Committee.
	 
Harold O. Rosser, II    49      Director of the Company since  March 1996 and 
				a principal in BRS.  He was an officer and 
				subsequently a Managing Director of 
				Citicorp Venture Capital, Ltd. ("CVC") from 
				1987 through 1995.  Member of the Board of 
				Directors of Davco Restaurants, Inc., as 
				well as a private company.  Mr. Rosser is the 
				Chairman of the Compensation committee.


				       45

<PAGE>


Directors and Executive Officers (Continued)            

Name                    Age     Position                               
					     
Stephen C. Sherrill     45      Director of the Company since  March 1996 
				and a principal in BRS. He was an officer 
				and a Managing Director of Citicorp Venture 
				Capital, Ltd. from 1983 through 1995.  Member 
				of the Board of Directors of Galey & Lord, 
				Inc., and of several private companies.  Mr. 
				Sherrill is the Chairman of the Audit 
				committee.

David R. Black          45      Senior Vice President - Finance/Chief 
				Financial Officer since 1996.  Previously 
				served as Treasurer and Controller from 1986.
				
R. Barry Cannada        42      Executive Vice President - General Counsel 
				and Assistant Secretary since January, 1998.
				Previously served as a Partner with the 
				law firm of Butler, Snow, O'Mara, Stevens & 
				Cannada, PLLC from 1981 to 1997.

David K. Essary         48      Executive Vice President from March 1996 until
				January 1998 (resigned January 1998). 
				Previously served as Executive Vice President 
				- Retail Operations from 1991.  

Harold D. Evans         53      Senior Vice President - Store Operations from 
				1993 until March 1998 (resigned March 1998).  
				Previously served as Vice President - Store 
				Operations from 1986.
  

J. R. Hansbrough        42      Senior Vice President - Information Services 
				from January 1996 to January 1998 (resigned 
				January 1998). Previously served as Vice 
				President - Information Services from 1994. 
				Prior to that was a consultant and marketing 
				representative with IBM Corporation from 1982.

Stephen R. Harmon       45      Executive Vice President - Marketing and 
				Merchandising since June 1997.  Previously 
				served as Retail Grocery - Senior Vice 
				President - Merchandising of Farm Fresh, Inc. 
				from 1982 to June 1997.

W. H. Holman, III       34      Secretary of the Company since 1996 and also 
				serves as President of Pump And Save, Inc.   
				Previously served as Senior Vice President - 
				Sales and Marketing from 1992 and Vice 
				President - Sales and Marketing from 1991 
				and is the son of W. H. Holman, Jr.  Member 
				of the Board of Directors of one private 
				company.
				

				       46


<PAGE>

Directors and Executive Officers (Continued)            


Name                    Age     Position                               
					     

Jerry L. Jones          46      Senior Vice President - Administrative 
				Operations since April 1997.   Senior Vice 
				President - Retail Operations March 1996 
				to April 1997. Previously served as Senior 
				Vice President - Human Resources since 1991.  
				Prior to that, served as Vice President,  
				Human Resources from 1989.  

James P. Riley          48      Senior Vice President - Engineering since 
				1996.  Previously served as Vice President 
				- Engineering from 1991 and Director of 
				Engineering Services from 1985.

Clyde D. Staley         60      Senior Vice President - Real Estate since 
				1996.  Previously served as Vice President 
				- Real Estate from 1985. 

Albert J. Wanzelak      47      Senior Vice President - Human Resources 
				since August 1997.  Prior to that served 
				as Retail Grocery - Vice President - Human 
				Resources of Farm Fresh, Inc. from August 
				1987 to August 1997.
				      
				      
				      47


<PAGE>


Item 11.  Executive Compensation

	The following table summarizes the compensation paid to 
or accrued by the Company for the chief executive officer and the 
other four most highly compensated executive officers of the 
Company during fiscal 1997 stub.
 
<TABLE>
<CAPTION>

 
			      Summary Compensation Table
________________________________________________________________________________________
								    Long-Term
				       Annual Compensation         Compensation
				_________________________________  ____________
						      
							    Other            
							    Annual             All Other
						  Bonus     Compen-    LTIP     Compen-
					Salary    and/or     sation   Payouts   sation
Name and Principal Position    Year     <FN1>    Severancs   <FN2>     <FN3>     <FN4>
___________________________    ____     _____    _________  _______  __________ ________

<S>                           <C>      <C>        <C>        <C>     <C>        <C> 
W.H. Holman, Jr., Chairman    97stub   $235,577   $117,788   $1,988             $10,583
 <FN5>                          1997    331,182    162,920    2,633              15,795
				1996    315,100    121,193    2,216  $1,894,039  15,840

Michael E. Julian, CEO        97stub    253,846    248,077    1,353                 263
				1997     57,692     75,000

David K. Essary, Executive    97stub    127,212    263,606    1,627             102,384<FN6>
Vice President                  1997    192,463     89,653    2,251             103,485<FN6>
 (Resigned January 1998)        1996    176,700     67,307    1,745     110,229 103,425<FN6>

John R. Hansbrough, Senior    97stub     86,981    151,390    1,326               1,847
 Vice President Information     1997    125,077      7,846    1,564               2,756
 Services                       1996    120,000      9,046    1,455               2,051
 (Resigned January 1998)

David R. Black, Senior Vice   97stub     94,330     76,775    1,112               2,024
President Finance               1997    125,000      9,865    1,513               2,834
				1996    120,768     13,846    1,327               2,820

Jerry L. Jones, Senior Vice   97stub     92,896     46,448    1,422               2,253
President Administrative        1997    133,000     33,250    1,790               3,149
Operations                      1996    125,200     23,654    1,727               3,141


</TABLE>

<FN1> The amounts shown in this column include amounts contributed as salary 
      deferral contributions under the Jitney-Jungle Stores of America, Inc. 
      and Affiliates Profit Sharing Plan and Trust (the "401 (k) Plan"). 
 
<FN2> Other annual compensation includes the annual estimated value of an 
      automobile furnished by the Company. 
 
<FN3> Includes distributions from the Phantom Stock Plan.
 
<FN4> Includes Company matching contributions under the 401(k) Plan, 
      Company profit sharing contributions under the 401(k) Plan and 
      premiums for group term life insurance. 
 
<FN5> During fiscal 1997, the Company recognized a special charge of 
      approximately $1.8 million attributable to an employment agreement 
      which allows future payments to be received by Mr. Holman, of which 
      $365,936 was received by Mr. Holman in fiscal 1997 stub.

<FN6> Includes annual installments of $100,000 per year as per an employment 
      agreement with Mr. Essary.  

				      
				      48

<PAGE>

STOCK OPTION PLAN

The Company has in effect an employee stock option plan 
pursuant to which options to purchase Common Stock of the 
Company are granted to certain executives and key officers of the 
Company.  The following table shows option grants in the 1997 
stub to the named executive officers:

<TABLE>
<CAPTION>



			   OPTION GRANTS IN 35 WEEKS ENDED JANUARY 3, 1998
___________________________________________________________________________________________________________

									      POTENTIAL REALIZABLE
									     VALUE AT ASSUMED ANNUAL
									       RATES OF STOCK PRICE
										 APPRECIATION FOR
				 INDIVIDUAL GRANTS                                  OPTION TERMS
		    _____________________________________________        __________________________________
		    Number of
		    Securities    % of Total  Exercise
		    Underlying      Options   or Base
		      Option      Granted to   Price   Expiration
Name                Grants <FN1>   Employees   ($/Sh)    Date             0% <FN2>     5% <FN2>   10% <FN2>
____                ___________   __________  _______  _________         _________     _________  _________

<S>                     <S>          <C>      <C>       <C>                <C>         <C>        <C>
Michael E. Julian       13,100       34.8%    $72.50    2/23/07            949,750     1,547,043  2,463,407

David R. Black             850        2.3%    $62.50   10/24/06             53,125       156,083    349,212

Jerry Jones              1,200        3.2%    $62.50   10/24/06             75,000       190,018    400,792

Other executive         20,385       54.1%                               2,370,915     3,751,736   5,814,44
  officers

Other officers           2,125        5.6%                                 263,500       482,444    845,265

 

</TABLE>

<FN1>  All of the stock options granted to the officers are non-
       qualified options and have a term of ten years from the date of 
       grant.  Options granted to each officer become exercisable 
       based on length of service with the Company.
 
<FN2>  The assumptions set forth in the chart above are merely 
       examples and do not represent predictions of future stock 
       prices or a forecast by the Company with regard to stock 
       prices.  The dollar gains shown in these columns reflect a 
       future value based upon growth at the prescribed rates.  The 
       column labeled 0% shows the value at the date of grant of 
       stock options whose exercise price was below the market 
       price of the Company's Common Stock at the date of grant.


No options were exercised during the fiscal year ended May 3, 
1997.

				      49

<PAGE>

Directors Fees

	Directors who are employees of the Company do not 
receive additional compensation as directors.  Directors who are 
not employees receive directors' fees of $12,000 per year plus 
$1,000 for each Board of Directors' meeting attended and $500 for 
each committee meeting attended.

Committees and Meetings of the Board of Directors

	The Board of Directors held four regular meetings during 
fiscal 1997 stub. All directors attended at least 75% of the total 
meetings of the Board of Directors and the committees of which 
they were members. 

	The Company has an Audit Committee, which is a standing 
committee of the Board of Directors, presently consisting of three
members who are Stephen C. Sherrill, Chairman, John M. 
Moriarty, Jr. and Roger P. Friou.   Audit Committee's 
responsibilities include: (i) reviewing the plan, (ii) 
scope and results of the independent audit and reporting to the full 
Board whether financial information is fairly presented and 
whether generally accepted accounting principles are followed, (iii) 
monitoring the internal accounting and financial functions of the 
Company to assure quality of staff and proper internal controls, 
(iv) investigating conflicts of interest, (v) compliance with ethical 
standards and compliance with laws and regulations.  There were 
no meetings of the Audit Committee during fiscal 1997 stub.

	The Company has a Compensation Committee, which is a 
standing committee of the Board or Directors, presently consisting 
of Harold O. Rosser, Chairman, Roger P. Friou and Bernard J. Ebbers. 
The Compensation Committee's responsibilities are to determine 
annual salaries and bonuses to the Company's senior management 
and to administer the Company's stock option and benefit programs.  
There was one meeting of the Compensation Committee during fiscal 
1997 stub. 

Employment Agreements

	W. H. Holman, Jr. has an employment contract with the 
Company covering the period through February 28, 2001.  The 
agreement provides that Mr. Holman, Jr. will serve as Chairman 
of the Board and as Chief Executive Officer, at the discretion of 
the Board of Directors.  The Board of Directors elected Michael 
E. Julian as Chief Executive Officer in January 1997.  If Mr. 
Holman, Jr. ceases to be Chairman of the Board prior to February 
28, 2001, he will continue to serve on the Board of Directors as 
Chairman Emeritus until February 28, 2001, with a salary equal 
to his base salary then in effect until February 28, 1999, and 50% 
of such base salary thereafter.  Mr. Holman, Jr. is also eligible for 
a bonus through February 28, 1999.

	Mr. Essary has an employment contract with the 
Company  providing for a base salary of approximately $186,000 
per year for the period from March 1, 1995 through February 28, 
1998.  He is eligible for a bonus of up to 50% of his base salary 
less $11,000.  A provision in his employment contract states that 
upon change in control of the Company, Mr. Essary will be 
				      
				      
				      50


<PAGE>


awarded a payment of up to $300,000 to be paid in annual 
installments of $100,000, beginning February 28, 1996.  Mr. 
Essary became entitled to receive such payments, with the first 
$100,000 installment thereof paid in March 1996 after the 
consummation of the Merger, the second installment paid in 
March 1997 and the third installment was included in Mr. 
Essary's severance payment.  In January 1998, Mr. Essary 
resigned from the Company. 
 
	W. H. Holman, III has an employment contract with the 
Company covering the period through February 28, 1998 and will 
serve, at the discretion of the Board of Directors, as Secretary of 
the Company and as President of Pump and Save, Inc.  Mr. 
Holman, III will receive a base salary of no less than $110,000 
per year through February 28, 1998, subject to periodic increases 
as determined by the Board of Directors.  Mr. Holman, III is also 
entitled to a bonus of up to 50% of his base salary less $11,000.

401(k) Plan

	The Company maintains the Jitney-Jungle Stores of 
America, Inc. and Affiliates Profit Sharing Plan and Trust (the 
"401(k) Plan") for the benefit of its employees who have satisfied 
the plan's eligibility requirements.  Participants are permitted to 
make pretax salary reduction contributions, up to the amount 
permitted under applicable tax law.  The Company makes a 
matching contribution equal to 50% of each participant's salary 
reduction contribution, up to a maximum of 2% of the 
participant's compensation.  In addition, the Company may make 
additional profit sharing contributions in its discretion.  Although 
in prior years the Company has made discretionary profit sharing 
contributions, it has no obligation to do so in the future.  
Company contributions become vested when the participant has 
been credited with five years of service.  In March 1996, shares 
of Common Stock of the Company held under the 401(k) Plan 
were surrendered in connection with the Merger, and exchanged 
for cash and Class B Preferred Stock as provided in the Merger 
Agreement.  In addition, the plan acquired Common Stock and 
Class C Preferred Stock for cash consideration.

	The Company's 401(k) Plan and the Delchamps Profit 
Sharing Plan are currently being merged into one plan.  The 
estimated completion date for this transaction is the summer of 
1998. At the time of the merger, the 401(k) Plan will be amended 
to bring it into compliance with the new statutory changes and the 
plan year will be changed to a calendar year. 


				      
				      51


<PAGE>




Item 12. Security Ownership of Certain Beneficial Owners 
and Management

The following table sets forth certain information 
regarding the beneficial ownership of Common and Preferred 
Stocks as of January 3, 1998, by (i) each director, (ii) the chief 
executive officer and each of other  most  highly compensated 
executive officers of the Company, (iii) all executive officers and 
directors as a group and (iv) the Company's principal 
stockholders.  Other than as set forth in the table below, there are 
no persons known to the Company to beneficially own more than 
5% of the Common Stock.  No Company securities are owned by 
John M. Moriarty, Jr., Bernard J. Ebbers, Donald D. Bennett or 
Ronald E. Johnson, each of whom is a director of the Company 
(Mr. Johnson is also an executive officer of the Company).  
		
<TABLE>                
<CAPTION>
		
		
		
			   Number and                   Number and          Number and           Number and
Name and Address          Percentage of                Percentage of      Percentage of         Percentage of
 for Beneficial             Shares of                Shares of Class A   Shares of Class B    Shares of Class C
 Owners over 5%           Common Stock                Preferred Stock     Preferred Stock      Preferred Stock
________________         __________________          _________________   _________________    _________________

<S>                      <C>                             <C>            <C>                     <C>  
Bruckmann, Rosser,
Sherrill & Co., L.P.     353,750/83.24%<FN1>                  ----             ----             75,508/75.51%
126 East 56th Street
New York, NY 10022

W. H. Holman, Jr.         29,699/6.99%<FN2>                   ----       21,516/7.84%<FN3>       4,742/4.72%
Jitney-Jungle Stores
of America, Inc.
P. O. Box 3409
Jackson, MS 39207
									      
DLJ Merchant                    <FN4)                         ----             ----             15,000/15.00%
Banking Partners,
L.P. and related investors
277 Park Avenue
New York, NY 10172

Michael E. Julian               2,500/*                       ----             ----                 534/*
									  
Roger P. Friou                12,510/2.94%                    ----           14/* <FN3>          1,252/1.25%

Bruce C. Bruckmann      353,7250/83.24%<FN1><FN5>             ----             ----             75,508/75.51%

Harold O. Rosser, II    353,750/83.24% <FN1><FN6>             ----             ----             75,508/75.51%

Stephen C. Sherrill     353,750/83.24% <FN1><FN7>             ----             ----             75,508/75.51%

David K. Essary             11,250/2.65% <FN8>                ----             ----              1,125/1.13%

John R. Hansbrough             850/* <FN9>                    ----             ----                 85/*

David R. Black                 850/* <FN9>                    ----             ----                 85/*

Jerry L. Jones                   1,200/ *                     ----             ----                120/*
All directors and
executive officers    
as a group (18)              421,359/99.14%                   ----       26,729/9.74% <FN3>     92,207/92.21%   

</TABLE>

*Owns less than 1% of the total outstanding Common Stock, Class B Preferred 
Stock  and Class C Preferred Stock.
				       
				       
				       52   
				       


<PAGE>

<FN1>  Includes 331,732 shares of common stock owned directly by 
       Bruckmann, Rosser, Sherrill & Co., Inc., L.P. ("BRS") and 
       22,018 shares to which BRS possesses sole voting power.  
       BRS is a limited partnership, the sole general partner of 
       which is BRS Partners and the manager of  which is BRS.  
       The sole general partner of BRS Partners is BRSE 
       Associates.  Bruce C. Bruckmann, Harold O. Rosser, II, 
       Stephen C. Sherrill and Stephen F. Edwards are the only 
       stockholders of BRS and BRSE Associates and may be 
       deemed to share beneficial ownership of the shares shown as 
       beneficially owned by the Fund.  Such individuals disclaim 
       beneficial ownership of any such shares.
 
<FN2>  Includes 10,000 shares of common stock owned directly and 
       19,699 shares to which Mr. Holman possesses sole voting 
       power.
 
<FN3>  All shares of Class B Preferred Stock are owned by 
       Trustmark National Bank ("Trustmark") pursuant to an 
       escrow agreement by and among Trustmark, the Company 
       and former Common Stock shareholders of the Company.  
       Certain of the officers of the Company own an interest in 
       the escrow account through which they have a beneficial 
       interest in the number of shares of Class B Preferred Stock 
       listed in this table.
 
<FN4>  DLJ Merchant Banking Partners, L.P. ("DLJ")  and related 
       investors have received outstanding warrants to purchase 
       15.0%, on a fully diluted basis, of the outstanding Common 
       Stock of the Company as outlined in the Shareholders 
       Agreement referred to under Item 13.  
       
<FN5>  Includes  6,605 shares of  common stock owned  directly 
       and 347,145  shares to  which  BRS  possesses  sole  voting 
       power.
 
<FN6>  Includes 1,326  shares of common stock owned  directly  
       and  352,383  shares  to  which BRS possesses sole voting 
       power.
 
<FN7>  Includes 4,423 shares of common stock owned directly and  
       349,327  shares  to  which  BRS  possesses  sole  voting 
       power.
 
<FN8>  Mr. Essary resigned January 1998.
 
<FN9>  Mr. Hansbrough resigned January 1998.


				       53


<PAGE>        



Item 13.  Certain Relationships and Related Transactions.

	BRS  received a closing fee of $4.0 million at the 
consummation of the acquisition of Delchamps.  They also 
received $4.0 million in connection with the Merger in 1996.  In 
addition, BRS is entitled to receive 1% of earnings before 
interest, income taxes, depreciation, amortization and certain 
special charges annually, with a minimum of $1.0 million per 
year, computed on a quarterly basis from the Company as a 
management fee for the performance of strategic and financial 
planning services in the future. In the 1997 stub and fiscal year 
1997, BRS received $.48 million and $.25 million, respectively. 
 Messrs. Bruckmann, Rosser, Sherrill and Edwards (not a 
director of the Company) are the only stockholders of BRS  and 
BRSE Associates.  BRSE Associates is the sole general partner 
of BRS Partners, which is the sole general partner of 
Bruckmann, Rosser, Sherrill & Co., L.P. (the "Fund").  The 
Fund is the majority stockholder of the Company.

	DLJ Merchant Banking Partners, L.P. ("DLJ")  and 
related investors received $6.0 million underwriting  discount 
and commission from the acquisition of Delchamps and public 
offering of Senior Subordinated Notes in 1997.  They also 
received $6.0 million in connection with the Merger in 1996.  
Mr. Moriarty, a director in the Company, is an  officer with 
DLJ.

	Pursuant to an agreement with the Company, McCarty-
Holman Co., L.P. (the "Partnership") is the exclusive agent for 
the Company to rent, lease, operate and manage all locations 
where the Company has sublet space to various tenants and 
where it has space vacant and available for subleasing.  W. H. 
Holman, Jr. owns a noncontrolling interest  in the Partnership.  
Under the agreement, the Partnership is entitled to fees as 
follows:  (i) for management:  4% of all rental/lease collections; 
(ii) fees for leasing:  6% of the annual rent (for a month-to-
month tenancy; one-half of the first month's rent); and (iii) fees 
for services other than as delineated above are negotiated.  In 
the 1997 stub and fiscal year 1997, the Partnership received 
approximately $37,000 and $41,000 respectively, in fees 
pursuant to this agreement.  Management believes that the 
agreement is on an arm's length basis and is on terms that are no 
less favorable to the Company than could have been obtained 
with non-affiliated parties at the time the agreement was entered 
into. 

	W. H. Holman, Jr., W. H. Holman, III, Clyde Staley and 
Roger P. Friou own in the aggregate noncontrolling interests in 
certain partnerships that are landlords under twenty (20) leases 
(involvement is Holman, Jr., 18 leases; Holman, III, 6 leases; 
Staley, 5 leases; and Friou, 8 leases) for stores or other facilities 
where the Company and its subsidiaries are the tenants.  In the 
1997 stub and fiscal year 1997, the Company paid a combined 
total rent under these twenty (20) leases of approximately $2.6 
million and $3.6 million, respectively.  Management believes 
that each of these leases is on an arm's length basis and is on 
terms that are no less favorable to the Company than could have 
been obtained with non-affiliated parties at the time each lease 
was entered into.

	David K. Essary, Executive Vice President, had an 
outstanding loan for the purchase of Common Stock from the 
Company in the amount of $79,906 as of January 3, 1998. This 
note was paid subsequent to year end.  The seven (7) other 
executive officers have combined loans outstanding of $64,412 
which were used for the purchase of the Company's Common 

				       
				       54

<PAGE>

Stock and Class C Preferred Stock.  Two (2) other executive 
officers have combined loans outstanding of $51,000 which are 
for real estate property .

	Certain shareholders of the Company, entered into a 
Shareholders Agreement which contains certain agreements 
among such shareholders with respect to the capital stock and 
corporate governance of the Company.  The shareholders 
involved are Bruckmann, Rosser, Sherrill & Co., L.P., DLJ 
Merchant Banking Partners, L.P., and Messrs. W. H. Holman, 
Jr., Roger P. Friou, and W. H. Holman, III.  Agreements 
regarding corporate governance and the capital stock of the 
Company were also entered into by the Company, Bruckmann, 
Rosser, Sherrill & Co., L.P., and Messrs. W.H. Holman, Jr., 
Roger Friou, W.H. Holman, III, David Essary, Jerry Jones, 
Stephen R. Harmon, David R. Black, Harold D. Evans, James P. 
Riley, J.R. Hansbrough, and Clyde D. Staley in the Securities 
Purchase and Holders Agreement.  

	Pursuant to an agreement with the Company, Michael E. 
Julian received a fee of $170,000 in fiscal year 1997 for certain 
consulting services provided to the Company.


				       55


<PAGE>



				 PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

The following is an index of the financial statements, 
schedules and exhibits included in this Report or Incorporated 
herein by reference:

(a)     1.  Financial Statements:

	    Consolidated Balance Sheets as of January 3, 1998, 
	    May 3, 1997 and April 27, 1996.

	    Consolidated Statements of Operations for the thirty-
	    five weeks ended January 3, 1998 and for each of the 
	    three fiscal years in the period ended May 3, 1997.

	    Consolidated Statements of Changes in Stockholders' 
	    Equity for the thirty-five weeks ended January 3, 1998 
	    and for each of the three fiscal years in the period 
	    ended May 3, 1997.

	    Consolidated Statements of Cash Flows for the thirty-
	    five weeks ended January 3, 1998 and for each of the 
	    three fiscal years in the period ended May 3, 1997.

	    Notes to Consolidated Financial Statements

	    Independent Auditors' Report

	2.  Financial Statement Schedules:

	    There are no Financial Statement Schedules included 
	    with this filing for the reason that they are not 
	    applicable, are not required, or the information is 
	    included in the financial statements or notes thereto.

	3.  Exhibits

	    The following is an index of the exhibits included in 
	    this Annual Report on Form 10-K or incorporated 
	    herein by reference:

	Exhibit No.

	*2.1    Agreement and Plan of Exchange and of 
		Merger, dated as of November 16, 1995 by and 
		among JJ Acquisitions Corp. and Jitney-Jungle 
		Stores of America, Inc., Southern Jitney Jungle 
		Company, McCarty-Holman Co., Inc. and 
		Jitney-Jungle Bakery, Inc. (incorporated by 
		reference to Exhibit No. 2.1 to Amendment 
		No. 2 to Form S-1 [No. 33-80833] of JJ 
		Acquisitions Corp. filed  with the Commission 
		on February 27, 1996).

				       56


<PAGE>

	*2.2    Agreement and Plan of Merger dated July 8, 
		1997 by and among the Company, Delchamps, 
		Inc. and Delta Acquisition Corporation 
		(incorporated by reference to Exhibit 2 to Form 
		8-K [No. 33-80833] of the Company dated July 
		14, 1997).

	*3.1    Amended and Restated Articles of 
		Incorporation of Jitney-Jungle Stores of 
		America, Inc.  (including designation of Class 
		B Preferred Stock) (incorporated by reference 
		to Exhibit No.3.3 to Amendment No. 2 to 
		Form S-1 [No. 33-80833] of JJ Acquisitions 
		Corp. filed with the Commission on February 
		27, 1996).

	*3.2    Restated by-laws of Jitney-Jungle Stores of 
		America, Inc. (incorporated by reference to 
		Exhibit No. 3.6 to Amendment No. 2 to Form 
		S-1 [No. 33-80833] of JJ Acquisitions Corp. 
		filed with the Commission on February 27, 
		1996).

	*3.3    Composite Amended and Restated Articles of 
		Incorporation of Delchamps, Inc. (incorporated by 
		reference to Exhibit 3.1 to Form 10-Q of 
		Delchamps, Inc. for the quarter ended September 
		28, 1996).
		
	*3.4    Composite of By-Laws of Delchamps, Inc. 
		(incorporated by reference to Exhibit 3.2 to Form 
		10-Q of Delchamps, Inc. for the quarter ended 
		September 28, 1996.

	*3.5    Amended and Restated Articles of Incorporation 
		of Interstate Jitney-Jungle Stores Inc. 
		(incorporated by reference to Exhibit 3.5 to 
		Amendment No. 1 to Form S-4 [No. 333-38957] 
		of Jitney-Jungle Stores of America, Inc. filed with 
		the Commission on November 7, 1997).

	*3.6    Restated By-Laws of Interstate Jitney-Jungle 
		Stores, Inc. (incorporated by reference to Exhibit 
		3.6 to Amendment No. 1 to Form S-4 [No. 333-
		38957] of Jitney-Jungle Stores of America, Inc. 
		filed with the Commission on November 7, 1997).
		
	*3.7    Amended and Restated Articles of Incorporation 
		of McCarty-Holman Co., Inc. (incorporated by 
		reference to Exhibit 3.7 to Amendment No. 1 to 
		Form S-4 [No. 333-38957] of Jitney-Jungle Stores 
		of America, Inc. filed with the Commission on 
		November 7, 1997). 
		
	*3.8    Restated By-Laws of McCarty-Holman Co., Inc. 
		(incorporated by reference to Exhibit 3.8 to 
		Amendment No. 1 to Form S-4 [No. 333-38957] 
		of Jitney-Jungle Stores of America, Inc. filed with 
		the Commission on November 7, 1997). 
		
	*3.9    Amended and Restated Articles of Incorporation 
		of Southern Jitney Jungle Company (incorporated 
		by reference to Exhibit 3.9 to Amendment No. 1 
		to Form S-4 [No. 333-38957] of Jitney-Jungle 
		Stores of America, Inc. filed with the Commission 
		on November 7, 1997).

				       57

<PAGE>

       *3.10    Restated By-Laws of Southern Jitney Jungle 
		Company (incorporated by reference to Exhibit 
		3.10 to Amendment No. 1 to Form S-4 [No. 333-
		38957] of Jitney-Jungle Stores of America, Inc. 
		filed with the Commission on November 7, 1997).

       *3.11    Amended and Restated Articles of Incorporation 
		of Pump and Save, Inc. (incorporated by reference 
		to Exhibit 3.11 to Amendment No. 1 to Form S-4 
		[No. 333-38957] of Jitney-Jungle Stores of 
		America, Inc. filed with the Commission on 
		November 7, 1997).

       *3.12    Restates By-Laws of Pump and Save, Inc. 
		(incorporated by reference to Exhibit 3.12 to 
		Amendment No. 1 to Form S-4 [No. 333-38957] 
		of Jitney-Jungle Stores of America, Inc. filed with 
		the Commission on November 7, 1997).

       *3.13    Amended and Restated Articles of Incorporation 
		of Supermarket Cigarettes Sales, Inc. 
		(incorporated by reference to Exhibit 3.13 to 
		Amendment No. 1 to Form S-4 [No. 333-38957] 
		of Jitney-Jungle Stores of America, Inc. filed with 
		the Commission on November 7, 1997).

       *3.14    By-Laws of Supermarket Cigarettes Sales, Inc. 
		(incorporated by reference to Exhibit 3.14 to 
		Amendment No. 1 to Form S-4 [No. 333-38957] 
		of Jitney-Jungle Stores of America, Inc. filed with 
		the Commission on November 7, 1997). 

       *3.15    Amended and Restated Articles of Incorporation 
		of Jitney-Jungle Bakery, Inc. (incorporated by 
		reference to Exhibit 3.15 to Amendment No. 1 to 
		Form S-4 [No. 333-38957] of Jitney-Jungle Stores 
		of America, Inc. filed with the Commission on 
		November 7, 1997).
		
       *3.16    Restated By-Laws of Jitney-Jungle Bakery, Inc. 
		(incorporated by reference to Exhibit 3.16 to 
		Amendment No. 1 to Form S-4 [No. 333-38957] 
		of Jitney-Jungle Stores of America, Inc. filed with 
		the Commission on November 7, 1997). 
		
		
	*4.1    Indenture dated as of September 15, 1997 among 
		the Company, the Subsidiary Guarantors from 
		Marine Midland Bank as Trustee, Donaldson 
		Lufkin & Jenrette Securities Corporation and 
		Credit Suisse First Boston (incorporated by 
		reference to Exhibit 4.1 to Form S-4 [No. 333-
		38957] of Jitney-Jungle Stores of America, Inc. 
		filed with the Commission on October 29, 1997).
		
	*4.2    Registration Rights Agreement dated as of 
		September 15, 1997 among the Company, the 
		Subsidiary Grantors, Donaldson, Lufkin & 
		Jenrette Securities Corporation and Credit Suisse 
		First Boston (incorporated by reference to Exhibit 
		4.2 to Form S-4 [No. 333-38957] of Jitney-Jungle 
		Stores of America, Inc. filed with the Commission 
		on October 29, 1997).


				       58

<PAGE>
	*4.3    Form of the Company's 10 3/8% Senior 
		Subordinated Notes due 2007 (included in Exhibit 
		4.1) (incorporated by reference to Exhibit 4.3 to 
		Form S-4 [No. 333-38957] of Jitney-Jungle Stores 
		of America, Inc. filed with the Commission on 
		October 29, 1997).

	*4.4    Revolving Credit Agreement dated September 15, 
		1997 by and among Fleet Capital Corporation and 
		the Company (incorporated by reference to 
		Exhibit 4.4 to Form S-4 [No. 333-38957] of 
		Jitney-Jungle Stores of America, Inc. filed with 
		the Commission on October 29, 1997).

	*4.5    Indenture dated March 5, 1996 between the 
		Company and Marine Midland Bank, as Trustee, 
		relating to the issuance and sale of $200,000,000 
		aggregate principal amount of 12% Senior Notes 
		due 2006 (incorporated by reference to Exhibit 
		No. 4.2 Amendment No. 2 to Form S-1 [No. 33-
		80833] of JJ Acquisition Corp. filed with the 
		Commission on February 27, 1996). 

	*4.6    Warrant dated March 4, 1996 to purchase 
		75,000 shares of Common Stock of the 
		Company by DLJ Merchant Banking Partners, 
		L.P. and related investors (incorporated by 
		reference to Exhibit No.4.3 to Amendment No. 
		2 to Amendment No. 2 to Form S-1 [No. 33-
		80833] of JJ Acquisitions Corp. filed with the 
		Commission on February 27, 1996).

	*4.7    Memorandum of Agreement dated October 15, 
		1985 by and among the City of Jackson, 
		Mississippi and McCarty-Holman Co., Inc. 
		($3,650,000) (incorporated by reference to 
		Exhibit No.4.8 to Amendment No. 2 to Form 
		S-1 [No. 33-80833] of JJ Acquisitions Corp. 
		filed with the Commission on February 27, 
		1996).

	*5.1    Opinion of Dechert Price & Rhoads (incorporated 
		by reference to Exhibit 5.1 to Amendment No. 1 
		to Form S-4 [No. 333-38957] of Jitney-Jungle 
		Stores of America, Inc. filed with the Commission 
		on November 7, 1997). 

	*9.1    Voting Trust Agreement dated November 1, 
		1990 by and among Carolyn Holman Kroeze, 
		as Executrix and the parties named therein 
		(incorporated by reference to Exhibit No. 9.1 to 
		Amendment No. 2 to Form S-1  [No. 33-
		80833] of JJ Acquisitions Corp. filed with the 
		Commission on February 27, 1996).

       *10.1    Purchase Agreement dated September 10, 1997 
		among the Company, Donaldson, Lufkin & 
		Jenrette Securities Corporation and Credit Suisse 
		First Boston with respect to the 10 3/8% Senior 
		Subordinated Notes due 2007 (incorporated by 
		reference to Exhibit 10.1 to Form S-4 [No. 333-
		38957] of Jitney-Jungle Stores of America, Inc. 
		filed with the Commission on October 29, 1997).
		

				       59

<PAGE>
       *10.2    Supply Agreement dated  March 19, 1989 as 
		amended, by and among Fleming Companies 
		Inc. (successor in interest to Malone & Hyde, 
		Inc.), the Company and Interstate Jitney-Jungle 
		Stores, Inc. (incorporated by reference to 
		Exhibit No. 10.2 to Amendment No. 2 to Form 
		S-1 [No. 33-80833] of JJ Acquisitions Corp. 
		filed with the Commission on February 27, 
		1996).

	*10.3   Membership in Topco Associates, Inc. 
		(Cooperative) by ownership of six hundred 
		(600) shares of Common Stock, such stock 
		certificate being dated July 1, 1991 
		(incorporated by reference to Exhibit No. 10.3 
		to Amendment No. 2 to Form S-1 [No. 33-
		80833] of JJ Acquisitions Corp. filed with the 
		Commission on February 27, 1996).
		
	*10.4   Flour Sale Confirmation and Contract dated 
		July 19, 1995 by and among Cargill, 
		Incorporated and Jitney-Jungle Bakery, Inc. 
		(incorporated by reference to Exhibit No. 
		10.4 to Amendment No. 2 to Form S-1 [No. 
		33-80833] of JJ Acquisitions Corp. filed with 
		the Commission on February 27, 1996).
		
	*10.5   Employment Agreement dated as of February 
		15, 1995 by and among the Company Roger 
		P. Friou (incorporated by reference to Exhibit 
		10.6 to Amendment No. 2 to Form S-1 [No. 
		33-80833] of JJ Acquisitions Corp. filed with 
		the Commission on February 27, 1996).

	*10.6   Employment Agreement dated as of February 
		24, 1995 by and among the Company and 
		David K. Essary (incorporated by reference 
		to Exhibit 10.7 to Amendment No. 2 to Form 
		S-1 [No. 33-80833] of JJ Acquisitions Corp. 
		filed with the Commission on February 27, 
		1996).

	*10.7   Employment Agreement dated as of March 5, 
		1996 by and among the Company and W. H. 
		Holman, Jr.  (incorporated by reference to 
		Exhibit 10.6 to the Company's Annual 
		Report on Form 10-K, dated July 24, 1996).

	*10.8   Employment Agreement dated as of March 5, 
		1996 by and among the Company and W. H. 
		Holman, III. (incorporated by reference to 
		Exhibit 10.7 to the Company's Annual 
		Report on Form 10-K, dated July 24, 1996).

	*10.9   Restatement and Amendment by the Entirety 
		of the Jitney-Jungle Stores of America, Inc. 
		and Affiliates Profit Sharing Plan and Trust  
		(incorporated by reference to Exhibit No. 
		10.8 to Amendment No. 2 to Form S-1 [No. 
		33-80833] of JJ Acquisitions Corp. filed with 
		the Commission on February 27, 1996).

       *10.10   Deferred Compensation Plan for the 
		Company dated as of November 16, 1995 by 
		and among Jitney-Jungle Stores of America, 
		Inc., Southern Jitney Jungle Company, 
		Jitney-Jungle Bakery, Inc., McCarty-Holman 
		Co., Inc. and W. H. Holman, Jr., Roger P. 
		Friou and David K. Essary (incorporated by 
		reference to Exhibit No. 10.9 to Amendment 
		No. 2 to Form S-1  [No. 33-80833] of JJ 
		Acquisitions Corp. filed with the 
		Commission on February 27, 1996).
				       
				       
				       60

<PAGE>

	*10.11  Shareholders Agreement dated as of March 
		5, 1996 by and among DLJ Merchant 
		Banking Partners, L.P. JJ Acquisitions Corp., 
		and certain other signatories party thereto 
		(incorporated by reference to Exhibit No. 
		10.10 to Amendment No. 2 to Form S-1  
		[No. 33-80833] of JJ Acquisitions Corp. filed 
		with the Commission on February 27, 1996).

	*10.12  Securities Purchase and Holders Agreement 
		dated as of March 5, 1996 by and among JJ 
		Acquisitions Corp., Bruckmann, Rosser, 
		Sherrill & Co., L.P. and other parties thereto 
		(incorporated by reference to Exhibit No. 
		10.12 to Amendment No. 2 to Form S-1  
		[No. 33-80833] of JJ Acquisitions Corp. filed 
		with the Commission on February 27, 1996).

	*10.13  Registration Rights Agreement dated as of 
		March 5, 1996 by and among the Company 
		and other parties named therein (incorporated 
		by reference to Exhibit No. 10.13 to 
		Amendment No. 2 to Form S-1  [No. 33-
		80833] of JJ Acquisitions Corp. filed with 
		the Commission on February 27, 1996).


	*10.14  Membership and Licensing Agreement dated 
		August 1, 1973 between Topco Associates, 
		Inc. and Delchamps, Inc. and attached copy 
		of Articles of Incorporation and By-Laws of 
		Topco Associates, Inc. (incorporated by 
		reference to Exhibit 10(a) to the Registration 
		Statement on Form S-1 [No. 2-86926] of 
		Delchamps, Inc.)

	*10.15  Agreement for Termination of Employment 
		dated as of September 19, 1997 between 
		Delchamps, Inc. and David W. Morrow 
		(incorporated by reference to Exhibit 10(j) to 
		Form 10-K of Delchamps, Inc. for fiscal year 
		ended June 28, 1997).                   

	*10.16  Form of Director Indemnity Agreement of 
		Delchamps, Inc. (incorporated by reference to 
		Exhibit 10 to Form 10-Q of Delchamps, Inc. for 
		the quarter ended September 28, 1996).

	 *12.1  Statement of Ratio of Earnings to Fixed Charges 
		(incorporated by reference to Exhibit 12.1 to 
		Form S-4 [No. 333-38957] of Jitney-Jungle 
		Stores of America, Inc. filed with the 
		Commission on October 29, 1997).
	
	  21.1  Subsidiaries of the Company. 

	  23.1  Consent of Dechert Price & Rhoads (included in 
		Exhibit 5.1) (incorporated by reference to Exhibit 
		23.1 to Form S-4 [No. 333-38957] of Jitney-
		Jungle Stores of America, Inc. filed with the 
		Commission on October 29, 1997).

				       
				       61

<PAGE>


	 *23.2  Consent of Deloitte & Touche LLP (incorporated 
		by reference to Exhibit 23.2 to Amendment No. 1 
		to Form S-4 [No. 333-38957] of Jitney-Jungle 
		Stores of America, Inc. filed with the 
		Commission on November 7, 1997).

	 *23.3  Consent of KPMG Peat Marwick (incorporated 
		by reference to Exhibit 23.3 to Form S-4 [No. 
		333-38957] of Jitney-Jungle Stores of America, 
		Inc. filed with the Commission on October 29, 
		1997).
				       

	   *24  Power of Attorney (incorporated by 
		reference to Exhibit 24 to Form S-4 [No. 333-
		38957] of Jitney-Jungle Stores of America, Inc. 
		filed with the Commission on October 29, 1997).

	   *25  Statement of Eligibility and Qualifications, Form 
		T-1, of Marine Midland Bank (incorporated by 
		reference to Exhibit 25 to Form S-4 [No. 333-
		38957] of Jitney-Jungle Stores of America, Inc. 
		filed with the Commission on October 29, 1997).

	  27.1  Financial Data Schedule.

	 *99.1  Form of Letter of Transmittal (incorporated by 
		reference to Exhibit 23.2 to Amendment No. 1 to 
		Form S-4 [No. 333-38957] of Jitney-Jungle 
		Stores of America, Inc. filed with the 
		Commission on November 7, 1997).

	 *99.2  Form of Notice of Guaranteed Delivery 
		(incorporated by reference to Exhibit 23.2 to 
		Amendment No. 1 to Form S-4 [No. 333-38957] 
		of Jitney-Jungle Stores of America, Inc. filed 
		with the Commission on November 7, 1997).

	*Previously filed as indicated.

(b)     Reports on Form 8-K.

On November 19, 1997, the Company filed a Current Report 
on Form 8-K stating under "Item 5. Other Items" that on 
November 4, 1997 Delta Acquisition Corporation ("Delta"), an 
Alabama corporation and wholly owned subsidiary of Jitney-
Jungle Stores of America, Inc. (Jitney-Jungle) merged with and 
into Delchamps, Inc., an Alabama corporation ("Delchamps").  
Delchamps is now a wholly owned subsidiary of Jitney-Jungle.  As 
of November 4, 1997, Delchamps' shareholders representing 
approximately 620,749 shares, or 8.8% of the outstanding shares of 
Delchamps, purportedly indicated their intention to exercise 
dissenters' rights with respect to the merger.
 
				       
				       
				       62


<PAGE>




				 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

		      Jitney-Jungle Stores of America, Inc.
		      (Registrant)


		      By      /s/ Michael E. Julian                  
			      _____________________
			      (Michael E. Julian
			      President and
			      Chief Executive Officer)
			      (Principal Executive Officer)

		      Date     April 2, 1998                            
			       ____________________



		      By      /s/ David R. Black                     
			      _____________________
			      (David R. Black
			      Senior Vice President - 
			      Finance,
			      Chief Financial Officer)
			      (Principal Financial and 
			      Accounting Officer)

		      Date     April 2, 1998                            
			       _____________________


				       63

<PAGE>




     Pursuant to the requirements of the Securities Exchange 
Act of 1934, this report has been signed below by the following 
persons on behalf of the Company and in the capacities and on the 
dates indicated.


<TABLE>
<CAPTION>

Signatures                      Position                           Date  
______________________          __________________________         _____________

<S>                             <C>                                <C>
/s/ W. H. Holman, Jr.           Chairman of the  Board             April 2, 1998
(W. H. Holman, Jr.)             


/s/ Michael E. Julian           Director, President and Chief      April 2, 1998
(Michael E. Julian)             Executive Officer 


/s/ Roger P. Friou              Director                           April 2, 1998
(Roger P. Friou)


/s/ Bruce C. Bruckmann          Director                           April 2, 1998
(Bruce C. Bruckmann)


/s/ Harold O. Rosser, II        Director                           April 2, 1998
(Harold O. Rosser, II)


/s/ Stephen C. Sherrill         Director                           April 2, 1998
(Stephen C. Sherrill)


/s/ John M. Moriarty, Jr.       Director                           April 2, 1998
(John M. Moriarty, Jr.)


/s/ Bernard J. Ebbers           Director                           April 2, 1998
(Bernard J. Ebbers) 


/s/ Ronald E. Johnson           Director                           April 2, 1998
(Ronald E. Johnson)


/s/ Donald  D. Bennett          Director                           April 2, 1998
(Donald D. Bennett)


</TABLE>

				       
				       
				       64