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 fiscal year ended January 2, 1999 
			  _______________

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 April 2, 
1999, was 425,280.


			  ITEMS SUBJECT TO FORM 12b-25
      The following items of this Form 10-K are the subject of a Form 12b-25
report filed with the Commission on April 2, 1999, and are not included herein:
Items 6, 7, 8, 9, 14 (1), and 14 (27.1).


<PAGE>

			     CAUTIONARY NOTICE
			     _________________ 


	This Annual Report on Form 10-K may contain 
forward-looking statements regarding future expectations 
about the Company's business, management's plans for 
future operations or similar matters.  The Company's actual 
results could differ materially from those anticipated in 
such forward-looking statements due to several important 
factors including the following: deterioration in economic 
conditions generally or in the Company's markets, unusual 
or unanticipated costs or consequences relating to, or 
changes in any acquisition and/or divestiture plans, 
demands placed on management by the substantial increase 
in the Company's size due to the acquisition of Delchamps, 
unanticipated or unusual distribution problems, breakdown 
of quality control, competitive pressures, restrictions and  
costs associated with the Company's leveraged capital 
structure and limitations imposed by its debt agreements, 
labor disturbances, and customer dissatisfaction.  Forward-
looking statements speak only as of the date made, and the 
Company undertakes no obligation to update or revise such 
statements to reflect new circumstances or unanticipated 
events as they may occur. 

<PAGE>        


		   JITNEY-JUNGLE STORES OF AMERICA, INC.

			      TABLE OF CONTENTS


      ITEM                                                          PAGE
      ____                                                          ____
				    PART I
				    ______

	1.      Business                                             3

	2.      Properties                                           8

	3.      Legal Proceedings                                    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

				  
				  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

<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 2, 1999 the 
Company operated 198 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 82 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 Senior Credit 
Facility was further amended and restated on March 1, 
1999 to provide a $162.3 million facility.  The borrowings 
outstanding under the Senior Credit Facility at January 2, 
1999 were $112.9 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 

<PAGE>


indebtedness, 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 80 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" and "Delchamps Premier" name and (iii) discount 
supermarkets operating primarily under the "Sack and 
Save" name.  The Company currently operates 198 
supermarkets (161 conventional stores averaging 
approximately 35,000 square feet, 21 Premier combination 
stores averaging approximately 52,000 square feet and 16 
discount stores averaging approximately 61,500 square 
feet), 54 gasoline stations and 10 liquor stores including 
recent changes made subsequent to fiscal year end.  Of the 
161 conventional, 54 have departments sufficient to be 
combination stores but have not been converted to the 
Premier format. 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 Company has developed its 
"Gold Card" frequent shopper program (which gives 
customers discounts and promotions not available to non-
participating customers).  This program has been in effect 
in the Jitney stores since January 1997 and was  introduced 
in the Delchamps stores during the first half of 1998.  Also, 
the 21 combination supermarkets offer expanded general 
and specialty merchandise, a wider range of full-service 
departments, expanded beauty care and pharmacy 
departments, and superior customer service. The 
Company's 16 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 54 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.    

Competition

     The Company's business is highly competitive.  
Competition is based primarily on supermarket location, 

<PAGE>


price, service, convenience, cleanliness and product quality 
and variety.  The Company competes with several national, 
regional and local supermarket chains.  The Company is 
also in competition with convenience stores, stores owned 
and operated or otherwise affiliated with large food 
wholesalers, unaffiliated independent food stores, 
merchandise clubs, discount drugstore chains and discount 
general merchandise chains.  The Company's principal 
competitors have greater financial resources than the 
Company and could use those resources to take steps which 
could adversely affect the Company's competitive position 
and financial performance, and the Company's ability to 
compete may be adversely affected by its high leverage and 
the limitations imposed by its debt agreements.

Employees

As of March 31, 1999, the Company employed 
approximately 17,000 people, of whom approximately 44% 
were full-time and 56% 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 and Trademark 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 and Trademark 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 56 locations (including all 54 of the Pump and 
Save locations), and has retained responsibility for three 
former facilities, at which petroleum products were 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 

<PAGE>


inventory reconciliation and integrity testing.  The 
Company also operates small incinerators at 18 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.

     The Company has undertaken programs to comply 
with all current regulatory obligations.  First, at five 
locations, the Company had to 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 were met by the end of 1998.  
Second, during 1999, 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.  

     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 two locations which are undergoing 
remediation investigation and three other locations which 
are currently being monitored.  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 1999 and approximately 


<PAGE>

$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 
55 underground storage tank locations (54 Pump and Save 
locations plus a transportation fuel island located in 
Jackson, MS). 
	
     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 $170,000, $130,000, $914,000 and $468,000 for such 
activities during fiscal 1998, 1997 stub, fiscal 1997 and 
1996, respectively.  Between approximately $175,000 and 
$200,000 in expenditures are contemplated for retrofitting 
the CFC units in fiscal 1999.  All expenditures necessary to 
upgrade all Pump and Save tanks to comply with 1998 tank 
standards were completed 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 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.




<PAGE>


Item 2.  Properties
___________________

     The following table recaps store data for fiscal 
1998, 1997 stub, 1997 and 1996:
	
 

<TABLE>                                                 
<CAPTION>
						 
						 Fiscal
				      __________________________
				      1998    1997   1997   1996
					      stub
<S>                   <C>           <C>     <C>    <C>    <C>
				    ______  ______ ______ ______
Stores                Beginning of     217     105    103    106
		       Year
		      Acquired                 118
		      Opened             3              2      4
		      Closed            22       6             7
				    ______  ______ ______ ______
		      End of Year      198     217    105    103
				    ======  ====== ====== ======

Store Composition     Conventional     165     185     76     72
  at Year End         Combination       17      11      2      2
		      Discount          16      21     27     29
				    ______  ______ ______ ______
		      Total            198     217    105    103
				    ======  ====== ====== ======

Average Square Feet   Conventional  35,300  35,000 26,500 26,000
		      Combination   52,000  56,000 56,900 56,100
		      Discount      61,500  60,000 57,800 57,100

Store Locations       Mississippi       82      89     73     71
  at Year End         Alabama           49      53     11     11
		      Arkansas           5       5      5      5
		      Florida           15      17      2      2
		      Tennessee          6       7      7      7
		      Louisiana         41      46      7      7
				    ______  ______ ______ ______
		      Total            198     217    105    103
				    ======  ====== ====== ======

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

Gasoline Station      Mississippi       45      45     43     38
  Locations           Alabama            2       2      2      2
  at Year End         Arkansas           2       2      2      1
		      Florida            0       1      1      1
		      Tennessee          5       4      4      3
		      Louisiana          0       0      1      1
				    ______  ______ ______ ______
		      Total             54      54     53     46
				    ======  ====== ====== ======

</TABLE>





 
     All of the Company's store properties are leased, 
with the exception of one store.  These leases generally 

<PAGE>

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 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 three leases which will expire in 1999 (two 
of which are in negotiations for new leases) and with
the exception of four leases, one of which 
will expire in each of the years 2001 through 2004, all 
leases will expire between 2005 and 2043 if the Company 
exercises all of its renewal options.  The Company owns all 
of its furnishing and fixtures in all supermarkets except for 
approximately $3.2 million of supermarket point-of-sale 
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. 

     At the beginning of the year, certain parties 
affiliated with the Company held 20 leases, representing 
approximately 23% of the dollar amount of the Company's 
capital leases.  Through disposition by these parties and/or 
the Company, this number was  reduced to 8 leases by the 
end of the year and now represents approximately 6% 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 a 120,000 square-foot dry 
grocery and health and beauty care facility and a 177,000 
square foot dry grocery warehouse which the Company 
occupied in July 1998.  The leases on these facilities expire 
on July 31, 2004 and September 30, 2006, respectively 
(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. 


<TABLE>
<CAPTION>

Function                                   Square Feet    
________                                   ___________
<S>                                        <C>
Dry Grocery ...........................       415,000         
Dry Grocery (new) .....................       177,000         
Meat and Dairy ........................        90,000         
Dry Grocery and Health and Beauty Care.       120,000            
Transportation and Damage Reclaim......        73,000               
Produce, Eggs and Floral...............        67,000               
Frozen Foods...........................        79,000               
					    _________
Total  Warehouse.......................     1,021,000                
					    =========

</TABLE>


     During the year, management consolidated the 
corporate headquarters of the Company's combined 
operations into the existing corporate headquarters of 
Jitney-Jungle in Jackson, Mississippi.  A divisional office 
was opened in Mobile and the Delchamps' Mobile 
headquarters which occupied a 65,000 square-foot building 
was closed and is presently being offered for sale.  A 2.7 
acre parcel adjacent to the headquarters was sold in 
December 1998.  In addition, the 665,900 square-foot 
Hammond warehouse was closed and is also being offered 
for sale (including a 175-acre parcel adjacent to the 
warehouse).  Likewise, ten undeveloped parcels of land 

<PAGE>

owned by the Company are presently being offered for sale. 
  

Item 3.  Legal Proceedings and Legal Matters


     In May 1998, the Company's wholly-owned 
subsidiary Delchamps, Inc. instituted a proceeding in the 
Circuit Court of Mobile County, Alabama petitioning the 
court to determine the fair value (as defined in the Alabama 
Business Corporation Act) of 689,884 shares of former 
Delchamps, Inc. common stock held by persons purporting 
to exercise dissenters' rights in connection with the 
Delchamps Acquisition.  Delchamps, Inc. estimates such 
fair value to be $20 per share; the dissenting shareholders 
have demanded payment of $68 per share.  The Company 
has deposited $20 per share in cash with the clerk of the 
court, as required by law.  In its financial statements, the 
Company has accounted for the acquisition of these shares 
at a price of $30 per share, which was the price paid by the 
Company to other former Delchamps, Inc. shareholders.  
Any final determination that the shares formerly held by 
dissenting shareholders have a fair value of less or more 
than $30 per share would be reflected as a decrease or 
increase in the Company's goodwill, which is being 
amortized over a 40 year period.  The Company does not 
expect the outcome of this matter to have a material effect 
on the Company's results of operations or the price of the 
acquisition, although no assurances can be given.  

     Pursuant to a Federal Trade Commission Consent 
Order dated January 28, 1998, approving the Agreement 
Containing Consent Order entered into in September 1997 
by the Company in connection with the Delchamps 
Acquisition, the Company may not acquire or lease any 
supermarket for a 10-year period in Hancock, Harrison, 
Jackson, Lamar, Forrest and Warren Counties in 
Mississippi and Escambia County in Florida without 
complying with notice and waiting period requirements 
similar to those imposed under the Hart-Scott-Rodino 
Antitrust Improvements Act of 1976.  Such counties, 
generally, are those where stores were located which were 
required to be divested by the Federal Trade Commission in 
connection with the Delchamps Acquisition.  Metropolitan 
areas located in such counties include Vicksburg, 
Hattiesburg, Gulfport, Biloxi, Pascagoula and Waveland, 
Mississippi and Pensacola, Florida.  The Company is 
permitted to construct supermarkets in such counties 
without prior notice to the Federal Trade Commission.  In 
addition, the Company is prohibited from attempting to 
restrict the ability of any other person to operate a 
supermarket that the Company (including Delchamps) 
formerly owned in those counties.

     Other than with respect to the foregoing matters, the 
Company is not a party to any material pending legal 
proceedings except ordinary litigation incidental to the 
conduct of its business and the ownership of its properties.


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

     There were no matters submitted to a vote of 
security holders during the fourth quarter of its fiscal period 
ended January 2, 1999. 

<PAGE>


				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 2, 1999, there were thirty-five (35) 
holders of record of Common Stock.

     There were no dividends paid by Jitney-Jungle to its 
shareholders during fiscal 1998, fiscal 1997 stub, fiscal 
1997 or fiscal 1996.  The Senior Subordinated Notes and 
the Senior Credit Facility entered into by the Company 
restrict future payment of dividends.

<PAGE>



				PART III



PART III

Item 10.  Directors and Executive Officers of the 
	  Registrant


     The Company's Board of Directors currently has 
ten directors, each serving a one-year term of office (or 
until a successor is duly elected and qualified).   Executive 
officers of the Company serve at the discretion of the Board 
of Directors. For information concerning certain 
arrangements with respect to the election of directors, see 
Certain Relationships and Related Transactions--
Shareholders Agreement.

<TABLE>
<CAPTION>


Directors and Executive Officers  

Name                                    Age             Position        
<S>                                      <C>            <C>
W.  H. Holman, Jr.                       68             Chairman Emeritus, Director
Michael E. Julian                        48             Chairman and Chief Executive Officer 
Ronald E. Johnson                        48             Director, President and Chief Operating Officer
R.  Barry Cannada                        43             Chief Administrative Officer, Executive Vice President
Richard D. Coleman                       44             Executive Vice President, Chief Financial Officer
						      



Directors and Executive Officers (Continued)

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



<S>                                      <C>            <C>
Stephen R. Harmon                        46             Executive Vice President - Marketing and Merchandising
David R. Black                           46             Senior Vice President, Finance - Assistant Secretary
Jerry  L. Jones                          47             Senior Vice President - Human Resources 
Dane C. Truhett                          41             Senior Vice President - Information Services
W.  H . Holman, III                      35             Secretary
Donald D. Bennett                        62             Director
Bruce C. Bruckmann                       45             Director
Joseph H. Fernandez                      46             Director
Roger P. Friou                           64             Director
John M. Moriarty, Jr.                    42             Director
Harold O. Rosser, II                     50             Director
Stephen C. Sherrill                      45             Director

</TABLE>


     W. H. Holman, Jr., has been Chairman Emeritus 
since August, 1998 and previously served as Chairman 
from 1967 to 1998 and as Chief Executive Officer from 
1967 until February 1997.  Mr. Holman is the father of W. 
H. Holman, III. 

     Michael E. Julian has been Chairman of the Board 
since August, 1998 and Chief Executive Officer since 
February 1997 and served as President from May 1997 to 
December 1997.  He has also served as a director since 
April 1996.   From September 1988 to May 1997, Mr. 
Julian was Chairman, President and Chief Executive 
Officer of Farm Fresh, Inc. ("Farm Fresh"). *


<PAGE>


Directors and Executive Officers (Continued)

     Ronald E. Johnson has been a director since May 
1996 and President and Chief Operating Officer since 
December 1997.  He served as Chairman  
and Chief Executive Officer of Farm Fresh from February 
1997 to March 1998.  From January 1995 to January 
1997, Mr. Johnson served as Chairman, President and 
Chief Executive Officer of Kash n' Karry  Food Stores, 
Inc. ("Kash n' Karry") and prior to January 1995 as 
Executive Vice President and Chief Operating Officer of 
Farm Fresh.*

     R. Barry Cannada has been Chief 
Administrative Officer since July of 1998 and  Executive 
Vice President, General Counsel, and Assistant Secretary 
since January 1998.  Mr. Cannada previously was as a 
partner with the law firm of Butler, Snow, O'Mara, 
Stevens & Cannada, PLLC from 1981 to 1997.

     Richard D. Coleman was appointed as Executive 
Vice President and Chief Financial Officer of the 
Company effective January 4, 1999.  Prior to joining the 
Company, he served as Executive Vice President -
Administration and  Chief Financial Officer of  Farm 
Fresh  from March 1997 through March 1998.  Mr. 
Coleman was employed by Kash n' Karry as Vice 
President and Controller from 1988 through 1995 and as 
Senior Vice President of Administration and Chief 
Financial Officer from 1996 until January 1997.* 

     Stephen R. Harmon has been Executive Vice 
President-Marketing and Merchandising since June, 1997. 
 Mr. Harmon served as Retail Grocery-Senior Vice 
President-Merchandising of Farm Fresh  from 1982 to 
June 1997.* 

     David R. Black  has been the Senior Vice 
President - Finance and Assistant Secretary since 1996.  
From 1996 until January of 1999, he also served as Chief 
Financial Officer.  Mr. Black joined the Company in 1976 
and has held various other positions with the Company 
including Treasurer, Controller and Assistant Controller.

Directors and Executive Officers (Continued)

<PAGE>

     Jerry L. Jones  has been  the Senior Vice President 
of Human Resources since January of 1999.  In the latter 
half of 1998 he served as Senior Vice President of Risk 
Management.  Prior to that he served as Senior Vice 
President of Special Projects.  From April 1997 to January 
1998 he served as Senior Vice President of 
Administration.   He was the Senior Vice President - 
Retail Operations from March 1996 to April 1997.  He 
previously served as Senior Vice President - Human 
Resources since 1991.  Prior to that, he served as Vice 
President,  Human Resources from 1989.  

     Dane C. Truhett has been  the Senior Vice 
President of Information Services since January 1999, 
Vice President of Information Services since November 
1997, and Director of Application Development since 
1994.  Prior to that time, Mr. Truhett was employed by 
IBM as a consultant.

     W.  H. Holman, III has been Secretary since 1996. 
He is also President of Pump And Save, Inc., the 
Company's gasoline station subsidiary. He has 13 years of 
supermarket industry experience, and previously served as 
the Company's Senior Vice President-Sales and 
Marketing. Mr. Holman is the son of W. H. Holman, Jr.

     Donald D. Bennett has been a director since 
September 1997.  Mr. Bennett has been Chairman of the 
Board of Richfood Holdings, Inc. since 1980.

     Bruce C. Bruckmann has been a director since 
1996 and a principal of the BRS Fund since its formation 
in 1995.  Mr. Bruckmann was an officer and subsequently 
a Managing Director of Citicorp Venture Capital from 
1983 through 1995. Previously, Mr. Bruckmann was an 
associate at the New York law firm of Patterson, Belknap, 
Webb & Tyler. Mr. Bruckmann is a director of Mediq, 
Incorporated, Penhall International, Inc. and Town Sports 
International, Inc.

Directors and Executive Officers (Continued)

<PAGE>

     Joseph H. Fernandez has been a director since 
December 1998.   He is currently an independent investor. 
Previously he was the Chairman of the Board, President 
and CEO of Buttrey Food and Drug Stores Company  
from September 1996 to October 1998.   From September 
1993 to September of 1996, Mr. Fernandez served as 
President, CEO and director of the same company.

     Roger P. Friou has been a director since 1984 and 
a private investor since May 1997.  Between March 1996 
and May 1997 he served as President of the Company, 
and between 1991 and 1996 he served as Vice Chairman, 
Chief Financial Officer and Secretary.  Other positions 
previously held by Mr. Friou at the Company include 
Executive Vice President and Vice President--Finance and 
Controller.  Mr. Friou is a director of Parkway Properties, 
Inc.

     John M. Moriarty, Jr. has been a director since 
1996.  He has been a Managing Director of Donaldson, 
Lufkin & Jenrette Securities Corporation since 1989 and a 
Managing Director of DLJ Merchant Banking, Inc. since 
1996.  

     Harold O. Rosser II has been a director since 1996 
and a principal of the BRS Fund since its formation in 
1995. Mr. Rosser was an officer and subsequently a 
Managing Director of Citicorp Venture Capital from 1987 
through 1995.  Previously, he spent 12 years with 
Citicorp/Citibank in various management and corporate 
finance positions. Mr. Rosser is a director of B&G Foods, 
Inc. and Penhall International, Inc.

     Stephen C. Sherrill has been a director since 1996 
and a principal of the BRS Fund since its formation in 
1995. Mr. Sherrill was an officer and subsequently a 
Managing Director of Citicorp Venture Capital from 1983 
through 1995. Previously, he was an associate at the New 
York law firm of Paul, Weiss, Rifkind, Wharton & 
Garrison.  Mr. Sherrill is a director of Alliance Laundry 
Systems, LLC, Galey & Lord, Inc., B&G Foods, Inc., 
Mediq Incorporated.


Directors and Executive Officers (Continued)

<PAGE>


     *Farm Fresh filed a voluntary petition under 
federal bankruptcy laws in connection with a "pre-
packaged" bankruptcy in January 1998, and the plan of 
reorganization was confirmed by the Bankruptcy Court in 
February 1998 and became effective in March 1998.  
Kash n' Karry filed a voluntary petition under federal 
bankruptcy laws in connection with a "pre-packaged" 
bankruptcy in November 1994.  The plan of 
reorganization was confirmed by the Bankruptcy Court 
and became effective in December 1994.



Item 11.  Executive Compensation
     
     The following table summarizes the compensation 
paid or accrued by the Company during fiscal 1998, 1997 
stub, 1997 and 1996 for the Chief Executive Officer and 
for each of the four most highly compensated executive 
officers of the Company during fiscal 1998.  The table 
also includes one other individual who was not an 
executive officer during fiscal 1998 but whose 
compensation would have placed him among the most 
highly compensated officers.

 
<PAGE>
<TABLE>   
<CAPTION>
   
   
   
							    Summary Compensation Table
_______________________________________________________________________________________________________________
						  Annual Compensation                    Long-Term Compensation
					   ____________________________________ _______________________________
									Other
									Annual  Securities         All Other
								       Compen-  Underlying  LTIP    Compen-
Name and Principal Position        Year        Salary         Bonus    sation   Options    Payouts  sation
								       <FN1>    <FN2>       <FN2>          
___________________________        ____        ______         _____   __________ ________  _______  ________

<S>                               <C>           <C>           <C>       <C>      <C>        <C>     <C>
Michael E. Julian, Chairman          1998          $450,000   $450,000    $7,089                     $49,692  <FN5>
and Chief Executive Officer<FN4>   97stub            253,846   248,077     1,353   13,100                263
				     1997             57,692    75,000                               170,000  <FN6>

Ronald E. Johnson, President         1998            400,000   400,000    56,350                       2,030  <FN7>
and Chief Operating Officer        97stub             30,769    30,769             10,400

W.H. Holman, Jr., Former Chairman    1998            350,000               2,778                      18,556  <FN8>
Current Chairman  Emeritus<FN4>    97stub            235,577   117,788     1,988                      10,583
				     1997            331,182   162,920     2,633                      15,795
				     1996            315,100   121,193     2,216          1,894,039   15,840

R. Barry Cannada, Chief              1998            264,904   231,250     2,237                       2,237  <FN9)
Administrative Officer, Executive 97 stub                                           5,385
Vice President, General Counsel
and Assistant Secretary

Stephen R. Harmon, Executive Vice    1998            175,000    87,503    11,888                       8,687  <FN10>
President Merchandising and        97stub            114,231    67,115              1,200
Marketing

David R. Black, Senior Vice          1998            150,000    75,000     1,507                       6,136  <FN11>
President- Finance                97 stub             94,330    76,775     1,112      850              2,024
				     1997            125,000     9,865     1,513                       2,835
				     1996            120,768    13,846     1,327                       2,820


</TABLE>
 



 
<FN1>  Other annual compensation includes the annual estimated value 
of an automobile furnished by the Company.  Additionally, for 
Messrs. Julian, Johnson and Harmon annual compensation also 
includes $3,571, $52,795 and $9,425, respectively, for amounts 
paid in connection with relocation.


<FN2>  Represents number of shares of securities granted by stock 
option in applicable periods.

<FN3>  Includes distributions from the Company's deferred 
compensation plan. During fiscal 1996, 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 $493,768 was received by 
Mr. Holman in fiscal 1998.

<FN4>  Effective August 14, 1998, Mr. Holman resigned his position as 
Chairman of the Board and assumed the position of  Chairman 
Emeritus.  Simultaneously, Mr. Julian was named Chairman of 
the Board. 

<FN5>  Consists of  $42,855 paid in premiums for a whole life insurance 
policy for the benefit of Mr. Julian, $2,030 in premiums for 
group term life insurance and $4,807 in Company contributions 
under the 401(k) Plan.

<FN6>  Consists of fees for consulting services provided to the Company 
by Mr. Julian prior to his employment with the Company as 
Chief Executive Officer.

<FN7>  Consists of premiums for group term life insurance.

<FN8>  Consists of  $14,700 in premiums for group term life insurance 
and $3,856 in Company contributions under   the 401(k) Plan.

<FN9>  Consists of premiums for group term life insurance.

<FN10> Consists of $1,045 in premiums for group term life insurance 
and $1,683 in Company contributions under the 401(k) Plan.

<FN11> Consists of $871 in premiums for group term life insurance and 
$5,265 in Company contributions under the 401(k) Plan.

<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.   There were no option grants during the 
1998 fiscal year.



		      Aggregated Exercised Options and 
			Fiscal Year-End Option Values

     The following table summarizes the number and 
value of all unexercised options held by 
the aforementioned executive officers at  January 2, 1999.   
There were no options granted in Fiscal 1998.


									    
<TABLE>
<CAPTION>

									    Value of
									   Unexercised
			Shares                                            In-th-Money
		     Acquired on                         Options            Options at
		      Exercised                      Exercisable at       Fiscal Year End
    Name              Options      Value Realized    Fiscal Year End         ($)(FN1)
    ____             ___________   ______________    _______________      _______________ 
						       exercisable/         exercisable/
						      unexercisable        unexercisable

<S>                 <C>            <C>               <C>                  <C> 
Michael E. Julian      ----            ----          4366.67/8733.34        224,883.50/  
							<FN2>,<FN3>         449,767.01


Ronald E. Johnson      ----            ----          3466.67/6933.34  
							<FN2>,<FN3>             0/0


R.  Barry Cannada      ----            ----          1795/3590 <FN2>,<FN3>      0/0


Stephen R. Harmon      ----            ----          400/800 <FN2>              0/0


David R. Black         ----            ----          566.67/283.33 <FN2>     34,850.20/
									     17,424.79


W.  H. Holman,  Jr.    ----            ----           ----/----                 0/0



____________________

</TABLE>
			

<FN1> Assumes the value of the Common Stock as of January 
2, 1999 was equal to $ 124.00 per share, as set by the 
Compensation Committee in December of 1998 for tax 
reporting purposes.  The value is based, as of January 1, 
1998, upon the same formula used to acquire the stock 
of the Company in the recapitalization of the Company 
in March of 1996.  In the opinion of the Compensation 
Committee, the business of the Company and the 
market factors since January of 1998 do not merit any 
change in that assessment of value. 

<FN2> Shares vest in 1/3 portions,  the first third beginning on 
the first anniversary of  the Vesting Commencement 
Date,  and the second and third portions respectively on 
the second and third anniversaries of the Vesting 
Commencement Dates.  

<FN3> Shares fully vest (a) upon the initial public offering, or 
(b) change of control, subject to shareholder approval.

<PAGE>


Compensation of Directors 

     Each non-employee director of the Company is 
paid an annual retainer of $12,000 plus  fees of $1,000 for 
each board meeting attended and $500 for each committee 
meeting attended.  Directors are also eligible to receive 
grants of stock options, stock purchase rights and other 
stock-based awards under the Company's 1997 Stock 
Plan.  Directors who are employees of the Company do 
not receive additional compensation as directors.

Employment Agreements

     W. H. Holman, Jr. has an employment contract 
with the Company providing for a term of employment 
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 appointed Michael 
E. Julian as Chief Executive Officer in January 1997 and 
Chairman in August 1998.  Pursuant to his employment 
contract, Mr. Holman will continue to serve on the Board 
of Directors as Chairman Emeritus until February 28, 
2001, with a salary equal to his current salary until 
February 28, 1999, and  and no less than $152,848 salary 
thereafter.

      Effective February 23, 1997, December 8, 1997, 
January 1, 1998, respectively, the Company entered into 
employment agreements with Messrs. Julian, Johnson and 
Cannada.  The agreements provide for an annual salary of 
$450,000, $400,000 and $250,000 ($275,000 after July 1, 
1998), and an annual bonus of up to 100%, 100% and 
75% (100% after July 1, 1998) of such annual salary for 
Messrs. Julian, Johnson and Cannada, respectively.  In 
addition, the Company has agreed to pay 20% of the 
difference between the exercise price and the fair market 
value of the exercised shares should Mr. Julian exercise 
his options during his employment by the Company.  
Either the Company or the officer may terminate the 
agreement upon thirty days notice.  If the Company 
terminates the employment of Messrs. Julian, Johnson or 

<PAGE>


Cannada, without cause or the officer terminates for good 
reason, the Company must pay such officer a sum equal to 
his prorata bonus and severance equal to one year salary 
plus estimated bonus.   In addition, the officer will be 
entitled to exercise any vested options within three 
months of the termination of his employment.  Each 
executive has agreed not to compete for a period of one 
year after the termination of his employment.

     Messrs. Julian, Johnson, Cannada, each have 
entered into change of control agreements with the 
Company.  These agreements provide that if the officer's 
employment terminated within two years following a 
change in control by the Company other than for cause or 
by the officer for good reason, or if the officer is 
terminated by the Company in anticipation of the change 
of control, (i) the officer will be entitled to receive a lump 
sum severance amount equal to two times such officer's 
annual salary and bonus and, (ii) if any payment to the 
officer pursuant to the change of control Agreement 
would be subject to the 20% excise tax on excess 
parachute payments, the officer's payment shall be 
reduced to the greater of (i) the greatest amount that 
would not be subject to such an excise tax, or (ii) the 
amount that would result in the greatest after-tax benefit 
to the executive. A change of control is generally defined 
to occur upon (i) an acquisition of 20% or more of the 
total voting power of the outstanding securities of the 
Company (provided that as long as Bruckmann, Rosser, 
Sherrill & Co., L.P., beneficially own either (a) more 
common stock than the acquiring party, or (b) 20% or 
more of the common stock of the Company, a change of 
control shall not have occurred), (ii) a change in a 
majority of the members of the Company's Board of 
Directors, (iii) the consummation of certain mergers or 
reorganizations, or (iv) approval by the stockholders of 
dissolution or liquidation of the Company.

	
Committees and Meetings of the Board

     The Board of Directors held four regular meetings 
during Fiscal 1998. All directors attended at least 75% of 
the total meetings of the Board of Directors and the 
committees of which they were members. 

<PAGE>

     The Company has a Compensation Committee of 
the Board of Directors that is responsible for determining 
annual salaries and bonuses paid to the Company's senior 
management and administering the Company's stock 
option and benefit programs. The current members of the 
Compensation Committee are Messrs. Friou and Rosser. 
There was one meeting of the Compensation Committee 
during Fiscal 1998.

     The Company has an Audit Committee that 
reviews external and internal auditing matters and 
recommends the selection of the Company's auditors for 
approval by the Board of Directors.  The members of the 
Audit Committee are Messrs. Bruckmann, Friou and 
Moriarty.  There were  three meetings of the Audit 
Committee during Fiscal 1998.


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 at 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.

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 Stock as of  January 2, 1999, 
by (i) each director, (ii) the named executive officers set 
forth in Item 11; and  (iii) all executive officers and 

<PAGE>

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., Donald D. Bennett or Joseph H. Fernandez, each of 
whom is a director 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   Share 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.    353,750/83.18%<FN1>          ----               ----            75,508/75.60%<FN1>
126 East 56th Street
New York, NY 10022

W. H. Holman, Jr.       29,699/6.98% <FN2>           ----           21,516/7.84%<FN3>    4,742/4.75%
Jitney-Jungle Stores
of America, Inc.
P. O. Box 3409
Jackson, MS 39207

DLJ Merchant                 <FN4>                   ----               ----            15,000/15.02%
Banking Partners,
L.P. and related investors
277 Park Avenue
New York, NY 10172

Michael E. Julian            2,500/*                 ----               ----                 579/*


Roger P. Friou           12,510/2.94%                ----            14/ * <FN3>         1,252/1.25%<FN3>


Bruce C. Bruckmann      353,750/83.18%<FN1><FN5>     ----               ----            75,508/75.60%<FN1>


Harold O. Rosser, II    353,750/83.18%<FN1><FN6>     ----               ----            75,508/75.60%<FN1>


Stephen C. Sherrill     353,750/83.18%<FN1><FN7>     ----               ----            75,508/75.60%<FN1>


Ronald E. Johnson             ----                   ----               ----                20/*


R. Barry Cannada              ----                   ----               ----                20*


Stephen R. Harmon           1,800/*          


David R. Black               850/*                   ----               ----                85/*


All directors and 
executive officers    
as a group <FN12>      406,108/95.49%                ----         21,530/7.84%<FN3>      97,705/97.82%   

</TABLE>


<PAGE>

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

<FN1> The 353,750 shares of Common Stock include 
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.  The 75,508 shares of Class C 
Preferred Stock include 70,808 shares owned 
directly by BRS and 4,700 shares in which it has a 
beneficial interest.   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, and 7,119 
shares of Class C 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 and 
Class C 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 1,327  shares of common stock owned  
directly  and  352,383  shares  to  which BRS 
possesses sole voting power.
 
<FN7> Includes 6,812 shares of common stock owned 
directly and  349,327  shares  to  which  BRS  
possesses  sole  voting power.
 
 
	
 
 
<PAGE>        
 


Item 13.  Certain Relationships and Related Transactions.

     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. BRS received $1.2 million during the fiscal 
year ended 1998.  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 BRS.  BRS is the 
majority stockholder of the Company.


     At the beginning of the year, W. H. Holman, Jr., 
W. H. Holman, III, Roger P. Friou and another officer 
(Clyde Staley) owned in the aggregate noncontrolling 
interests in certain partnerships that were landlords 
under twenty (20) leases (involvement is Holman, Jr., 18 
leases; Holman, III, 6 leases; Staley, 5 leases; and Friou, 
9 leases) for stores or other facilities where the 
Company and its subsidiaries are the tenants.  Through 
disposition by these parties and/or the Company, the 
number was reduced to 8 leases by the end of the year 
(Holman, Jr.,  6 leases, Holman III, 2 leases, Friou, 6 
leases and Staley, 3 leases). During fiscal year 1998, the 
Company paid a combined total rent under these twenty 
(20) leases of approximately $2.7 million.  Management 
believes that each of these leases was on an arm's length 
basis and were 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.


     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 the Fund, DLJ, 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, the Fund, Messrs. 
W.H. Holman, Jr., Roger Friou, W.H. Holman, III, 
Jerry Jones, Stephen R. Harmon, David 
R. Black, and various other current or former 
employees in the Securities 
Purchase and Holders Agreement.  Among other 
matters, the various shareholder agreements bind the 
parties to vote for a majority of the directors to be 
designated by BRS, one director to be designated by 
DLJ and one director to be W. H. Holman, Jr.   

     During  fiscal 1998, the Company loaned Ronald 
E. Johnson, President and Chief Operating Officer, 
$300,000 in connection with his relocation to Jackson, 
MS.  This loan was subsequently repaid with interest at 
the rate of 8.25% prior to the end of the fiscal year.

     During fiscal 1998, the Company reacquired 
1,700 shares of the Company's common stock from a 
former employee. The Company reissued those shares at 
the same price at which they were acquired to certain 
employees including Stephen R. Harmon who acquired 
600 shares.


<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:


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).

<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).

<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   Restated 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).
		
<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 4.3 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  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).
		
	*4.8    Amendment and Waiver Agreement 
		No.1 dated April 10, 1998 to Amended 
		and Restated Revolving Credit 
		Agreement dated September 15, 1997 
		by and among Fleet Capital 
		Corporation and the Company.               

	*4.9    Amendment and Waiver Agreement No. 
		2 dated June 19, 1998 to Amended and 
		Restated Revolving Credit Agreement 
		dated September 15, 1997 by and 
		among Fleet Capital Corporation and 
		the Company.

	*4.10   Amendment and Waiver Agreement No. 
		3 dated October 5, 1998 to the 
		Amended and Restated Revolving 
		Credit Agreement dated September 15, 
		1997 by and among Fleet Capital 
		Corporation and the Company.
		
	 4.11   Amended and Restated Revolving 
		Credit Agreement No.4 dated March 4, 
		1999 to the Amended and Restated 
		Revolving Credit Agreement dated 
		September 15, 1997 by and among 
		Fleet Capital Corporation and the 
		Company. 


<PAGE>

	*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  
		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).
		
	*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 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  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  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 
		
<PAGE>                
		
		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  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 
		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).
		
	*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 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 
		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 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 
		
<PAGE>                
		
		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).
		
	 10.17  Employment Agreements dated effective 
		February 23, 1997, December 8, 1997 
		and January 1, 1998 by and among the 
		Company and Michael E. Julian,          
		Ronald E. Johnson and R. Barry 
		Cannada, respectively.
		
	 10.18  Change of Control Agreements dated 
		effective February 18, 1999 by and           
		among the Company and Michael E. 
		Julian, Ronald E. Johnson and R. Barry   
		Cannada, respectively.
		
	*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).
		
	*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).

	*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).
		
	
<PAGE>        
	
	*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.
 

<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
					Chairman of the Board and 
					Chief Executive Officer)
					(Principal Executive Officer)

				   Date     April 2, 1999                


				   By      /s/ Richard D. Coleman
					(Richard D. Coleman
					Executive Vice President,
					Chief Financial Officer)
					(Principal Financial and 
					Accounting Officer)
					

				   Date     April 2, 1999                
		  

<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/ Michael E. Julian         Chairman of the Board and           April 2, 1999
(Michael E. Julian)             Chief Executive Officer 


/s/ Roger P. Friou                     Director                   April 2, 1999
(Roger P. Friou)


				       Director                   April 2, 1999
(Bruce C. Bruckmann)


				       Director                   April 2, 1999
(Harold O. Rosser, II)


/s/ Stephen C. Sherrill                Director                   April 2, 1999
(Stephen C. Sherrill)


/s/ John M. Moriarty, Jr.              Director                   April 2, 1999
(John M. Moriarty, Jr.)


/s/ Joseph H. Fernandez                Director                   April 2, 1999
(Joseph H. Fernandez) 


/s/ Ronald E. Johnson                  Director                   April 2, 1999
(Ronald E. Johnson)


/s/ Donald  D. Bennett                 Director                   April 2, 1999
(Donald D. Bennett)
  
</TABLE>  

<PAGE>
  
							       Exhibit 21.1


	      SUBSIDIARIES OF JITNEY-JUNGLE STORES OF AMERICA, INC.


<TABLE>
<CAPTION>

								Percentage 
								 of Voting
								Securities
					      Jurisdiction of    Owned by 
Name                                           Incorporation    Registrant 
______________________________________        _______________   __________
<S>                                              <C>                <C>
Interstate Jitney-Jungle Stores, Inc.            Alabama            100%

Southern Jitney Jungle Company                   Mississippi        100%

McCarty-Holman Co., Inc.                         Mississippi        100%

Jitney-Jungle Bakery, Inc.                       Mississippi        100%

Delchamps, Inc.                                  Alabama            100%

J. J. Construction Corp.                         Mississippi        100%



</TABLE>





	
							      Exhibit 21.1

		SUBSIDIARIES OF JITNEY-JUNGLE STORES OF AMERICA, INC.

		       SUBSIDIARIES OF MCCARTY-HOLMAN CO., INC. 

<TABLE>
<CAPTION>

							  Jurisdiction of
Name                                                      Incorporation 
__________________________                                _______________

<S>                                                          <C>
Pump and Save, Inc.                                          Mississippi




</TABLE>

	
							      Exhibit 21.1

		SUBSIDIARIES OF JITNEY-JUNGLE STORES OF AMERICA, INC.

		       SUBSIDIARIES OF DELCHAMPS, INC. 

<TABLE>
<CAPTION>

							  Jurisdiction of
Name                                                      Incorporation 
__________________________                                _______________

<S>                                                          <C>
Supermarket Cigarette Sales, Inc.                            Louisiana




</TABLE>