AMENDMENT NO. 5
				    TO 
	       AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

		AMENDMENT NO. 5 dated March 26, 
1999 to the Amended and Restated Revolving Credit 
Agreement dated as of September 15, 1997 (as heretofore 
amended, and as may be further amended, restated, 
modified or supplemented from time to time, the "Credit 
Agreement") among Jitney-Jungle Stores of America, Inc., 
Southern Jitney Jungle Company, McCarty-Holman Co., 
Inc., Jitney-Jungle Bakery, Inc., Pump and Save, Inc., 
Interstate Jitney Jungle Stores, Inc., and Delchamps, Inc. 
(each a "Borrower" and collectively, the "Borrowers"),  the 
Guarantors named therein, the Lenders named therein and 
Fleet Capital Corporation, as Agent.

		WHEREAS, the Lenders desire to amend 
Schedule 2.01 to the Credit Agreement (as in effect prior to 
this Amendment, the "Existing Schedule 2.01", and 
thereafter, the "New Schedule 2.01");

		WHEREAS, the parties hereto willing to 
amend the Existing Schedule 2.01 of the Credit Agreement, 
on the terms and conditions hereof.

		NOW, THEREFORE, the Borrowers, the 
Guarantors, the Lenders and the Agent hereby agree as 
follows:


1       SECTION CAPITALIZED TERMS.  Capitalized 
terms used herein and not defined shall have the respective 
meanings assigned to such terms in the Credit Agreement. 

1       SECTION AMENDMENTS TO THE CREDIT 
AGREEMENT.  The Credit Agreement shall be, and upon 
the fulfillment of the conditions set forth in Section 4 
hereof is, hereby amended by deleting the Existing 
Schedule 2.01 in its entirety and substituting the New 
Schedule 2.01 attached hereto therefore.

1       SECTION ADDITIONAL AGREEMENTS
2 
2.1             SECTION    The Lenders agree that all 
accrued and unpaid interest and fees payable to the Lenders 
pursuant to the Credit Agreement for the period beginning 
on March 4, 1999 and ending on the date hereof shall be 
paid to the Lenders in accordance with the Existing 
Schedule 2.01 and thereafter in accordance with the New 
Schedule 2.01.

1       SECTION CONDITIONS PRECEDENT
2 
		This Amendment shall become effective on 
such date as the following conditions have been satisfied in 
full or waived by the Agent in writing:

1.1             SECTION     The Agent shall have received 
in form and substance satisfactory to the Agent and its 
counsel:
1.2 
		(a)     Counterparts of this 
Amendment executed by each Borrower, each 


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Guarantor, each Grantor and each Lender shall have 
been delivered to the Agent.

		(b)     Each Lender shall have 
received Notes reflecting their respective  
Commitments duly executed by the Borrowers.

		(c)     Such other approvals, 
opinions or documents as the Agent may reasonably 
request.

1.1             SECTION     All representations and 
warranties contained in this Amendment or otherwise made 
in writing to the Agent in connection herewith shall be true 
and correct in all material respects.
1.2 
1.3             SECTION     No unwaived Default or Event 
of Default has occurred and is continuing.
1.4 
1.5             SECTION     Kaye, Scholer, Fierman, Hays 
& Handler, LLP, counsel to the Agent, shall have received 
payment in full for all legal fees charged, and all costs and 
expenses incurred, by such counsel in connection with the 
transactions contemplated under this Amendment and the 
other Loan Documents and instruments in connection 
herewith and therewith.

1       SECTION MISCELLANEOUS
2 
2.1             SECTION     Each of the Borrowers and 
each Guarantor reaffirms and restates the representations 
and warranties set forth in Article IV of the Credit 
Agreement, as amended by this Amendment, and all such 
representations and warranties shall be true and correct on 
the date hereof with the same force and effect as if made on 
such date (except insofar as such representation and 
warranties relate expressly to an earlier date).  Each of the 
Borrowers and each Guarantor represents and warrants 
(which representations and warranties shall survive the 
execution and delivery hereof) to the Agent that:

(a)             It has the corporate power and 
authority to execute, deliver and carry out the terms 
and provisions of this Amendment and has taken or 
caused to be taken all necessary corporate action to 
authorize the execution, delivery and performance 
of this Amendment;

(a)             No consent of any other person 
(including, without limitation, shareholders or 
creditors of any Borrower or a Guarantor), and no 
action of, or filing with any governmental or public 
body or authority is required to authorize, or is 
otherwise required in connection with the 
execution, delivery and performance of this 
Amendment;
(b)             This Amendment and the other 
instruments and documents contemplated hereby 
have been duly executed and delivered by a duly 
authorized officer on behalf of such party, and 
constitutes a legal, valid and binding obligation of 
such party enforceable against such party in 
accordance with its terms, subject to bankruptcy, 
reorganization, insolvency, moratorium and other 
similar laws affecting the enforcement of creditors' 
rights generally and the exercise of judicial 


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discretion in accordance with general principles of 
equity; and

(a)             The execution, delivery and 
performance of this Amendment and the other 
instruments and documents contemplated hereby 
will not violate any law, statute or regulation, or any 
order or decree of any court or governmental 
instrumentality, or conflict with, or result in the 
breach of, or constitute a default under any 
contractual obligation of such party.

1.1             SECTION     Nothing herein shall be 
deemed to be a waiver of any covenant or agreement 
contained in the Credit Agreement, and each Borrower and 
each Guarantor hereby agrees that all of the covenants and 
agreements contained in the Credit Agreement and the 
other Loan Documents are hereby ratified and confirmed in 
all respects and shall remain in full force and effect in 
accordance with their respective terms.
1.2 
1.3             SECTION     All references to the Credit 
Agreement in the Credit Agreement or any other Loan 
Document and the other documents and instruments 
delivered pursuant to or in connection therewith shall mean 
such Agreement as amended hereby and as each may in the 
future be amended, restated, supplemented or modified 
from time to time.
1.4 
1.5             SECTION     This Amendment may be 
executed by the parties hereto individually or in 
combination, in one or more counterparts, each of which 
shall be an original and all of which shall constitute one 
and the same agreement.
1.6 
1.7             SECTION     Delivery of an executed 
counterpart of a signature page by telecopier shall be 
effective as delivery of a manually executed counterpart. 

1.1             SECTION     This Amendment shall be 
governed by, and construed and interpreted in accordance 
with, the laws of the State of New York.
1.2 
1.3             SECTION     The parties hereto shall, at any 
time and from time to time following the execution of this 
Amendment, execute and deliver all such further 
instruments and take all such further action as may be 
reasonably necessary or appropriate in order to carry out 
the provisions of this Amendment.

	      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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		IN WITNESS WHEREOF, the parties have 
caused this Amendment to be executed by their respective 
officers thereunto duly authorized, as to the date first above 
written.

			    JITNEY-JUNGLE STORES OF AMERICA, INC.,
			    as Borrower and as Guarantor


			    By__________________________________
			      Name:
			      Title:


			    SOUTHERN JITNEY JUNGLE COMPANY, 
			    as Borrower and as Guarantor


			    By__________________________________
			      Name:
			      Title:


			    McCARTY-HOLMAN CO., INC., 
			    as Borrower and as Guarantor


			    By__________________________________
			      Name:
			      Title:


			    JITNEY-JUNGLE BAKERY, INC., 
			    as Borrower and as Guarantor


			    By__________________________________
			      Name:
			      Title:


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			    PUMP AND SAVE, INC., 
			    as Borrower and as Guarantor


			    By__________________________________
			      Name:
			      Title:



			    INTERSTATE JITNEY JUNGLE STORES, INC.,
			    as Borrower and as Guarantor


			    By__________________________________
			      Name:
			      Title:


			    DELCHAMPS, INC., 
			    as Borrower and as Guarantor


			    By__________________________________
			      Name:
			      Title:



			    JJ CONSTRUCTION CORP., 
			    as Guarantor

			    
			    By__________________________________
			      Name:
			      Title:


	 
			    SUPERMARKET CIGARETTE SALES, INC., 
			    as Guarantor


			    By__________________________________
			      Name:
			      Title:


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			    FLEET CAPITAL CORPORATION, 
			    as Agent
			    
			    
			    
			    By__________________________________
			      Name:
			      Title:


			    
			    FLEET CAPITAL CORPORATION, 
			    as Lender

					
			    By__________________________________
			      Name:
			      Title:



			    PNC BANK, NATIONAL ASSOCIATION, 
			    as Lender


			    By__________________________________
			      Name:
			      Title:


			    HELLER FINANCIAL INC., 
			    as Lender


			    By__________________________________
			      Name:
			      Title:


			    IBJ WHITEHALL BUSINESS CREDIT CORP., 
			    as Lender


			    By__________________________________
			      Name:
			      Title:


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			    NATIONAL BANK OF CANADA, 
			    a Canadian Chartered Bank, as Lender



			    By__________________________________
			      Name:
			      Title:


			    NATIONAL CITY BANK, 
			    as Lender


			    By__________________________________
			      Name:
			      Title:


			    DEUTSCHE FINANCIAL SERVICES CORPORATION, 
			    as Lender



			    By__________________________________
			      Name:
			      Title:


			    FLEET BANK, N.A., 
			    as a Letter of Credit Issuer


			    By__________________________________
			      Name:
			      Title:



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						   SCHEDULE 2.01




				Commitments


Lender                                                    Commitment
Fleet Capital Corporation            $50,000,000.00 
60 East 42nd Street
New York, New York  10017
Attention:      Mr. Thomas Maiale
Tel #:  (212) 885-8826
Fax #: (212) 885-8829

Heller Financial, Inc.               $35,000,000.00
101 Park Avenue
New York, New York  10178
Attention:      Mr. Tom Bukowski
Tel #:  (212) 880-7169
Fax #: (212) 880-7002

PNC Bank, National Association       $17,600,000.00
2 PNC Plaza 18th Floor
620 Liberty Avenue
Pittsburgh, PA 15222
Attention: Mr. Richard Muse
Tel #: (412) 762-4471
Fax #: (412) 762-4069

IBJ Whitehall Business Credit Corp.  $15,400,000.00
One State Street
New York, New York  10004
Attention:      Mr. Jim Steffy
Tel #:  (212) 858-2094
Fax #:  (212) 858-2151

National Bank of Canada,             $14,300,000.00
 a Canadian Chartered Bank
125 West 55th Street
New York, New York  10019
Attention:      Mr. Jim Norvell
Tel #:  (212) 632-8560
Fax #:  (212) 632-8564

Deutsche Financial Services          $20,000,000.00
 Corporation
3225 Cumberland Boulevard Suite 700
Atlanta, GA 30339
Attention:      Mr. Stephan Metts
Fax #:  (770) 933-8571


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National City Bank                   $10,000,000.00
1900 East Ninth Street
Cleveland, Ohio  44114
Attention:      Mr. Joseph D. Robison
Tel #:  (216) 575-9254
Fax #:  (216) 575-9396

Total Commitment                    $162,300,000.00