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

				  FORM 10-K/A

		      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.

<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                                 11      

	4.      Submission of Matters to a Vote of 
		  Security  Holders                               11

				  PART II

	5.      Market for the Registrant's Common Equity and 
		  Related Stockholder Matters                     12

	6.      Selected Financial Data                           14

	7.      Management's Discussion and Analysis of 
		  Financial Condition and Results of 
		  Operations                                      15
	
	8.      Financial Statements and Supplementary Data       29

	9.      Changes in and Disagreements with 
		  Accountants on Accounting and 
		  Financial Disclosure                            27

				  PART III

	10.     Directors and Executive Officers of the 
		  Registrant                                      28

	11.     Executive Compensation                            33

	12.     Security Ownership of Certain Beneficial 
		  Owners and Management                           38

	13.     Certain Relationships and Related Transactions    41

				  PART IV

	14.     Exhibits, Financial Statement Schedules and 
		Reports on Form 8-K                               42


<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 

<PAGE>


NatWest Bank, N.A.), (iii) issued and sold Common Stock 
and a warrant in the aggregate amount of $7.4 million, and 
(iv) issued and sold three classes of Preferred Stock in the 
aggregate amount of $57.6 million.  The proceeds from the 
sale of the notes, the Common Stock, warrants and 
Preferred Stock, together with borrowing under the Credit 
Facility and the use of existing cash balances of the 
Company were used to repay certain outstanding 
indebtedness, 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 stores, 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 


<PAGE>

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, 
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 

<PAGE>


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 
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 


<PAGE>


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 
$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, 1997stub, 1997 and 1996:


:
 
<PAGE>                                                                         
<TABLE>
<CAPTION>
									 
									 Fiscal
						 _______________________________________________________
						    1998        1997 stub           1997            1996
						 _______       _________        ________         _______
<S>                        <C>                   <C>           <C>              <C>              <C>
Stores                     Beginning of Year         217             105             103             106
			   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 Year          54              53              46              37
			   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 
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 


<PAGE>


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 
owned by the Company are presently being offered for 
sale.   


<PAGE>


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>

Item 6. Selected Financial Data
 
	The following table sets forth selected historical 
financial information of Jitney-Jungle for the four fiscal years 
ended May 3, 1997, for the 35-week transition period ended 
January 3, 1998 and for the fiscal year ended January 2, 1999. 
The selected financial information for the year ended 
January 2, 1999, for the 35-week transition period ended 
January 3, 1998 and each of the two years in the period ended 
May 3, 1997 was derived from the audited consolidated 
financial statements of Jitney-Jungle included elsewhere in 
this document.  The selected financial information for the two 
years ended April 29, 1995 was derived from audited 
consolidated financial statements of Jitney-Jungle.  The 
following table should be read in conjunction with " 
Management's Discussion and Analysis of Financial 
Condition and Results of Operations of Jitney-Jungle" and the 
historical consolidated financial statements of Jitney-Jungle 
included elsewhere in this document.
 

<PAGE>
<TABLE>
<CAPTION>


				     (52 weeks)    (35 weeks)      (53 weeks)    (52 weeks)     (52 weeks)     (52 weeks)
(Dollars in Thousands                January 2,    January 3,      May 3,        April 27,       April 29,      April 30,
Except Per Share Amounts)                  1999           1998           1997         1996         1995            1994
____________________________________________________________________________________________________________________________
<S>                                  <C>            <C>            <C>          <C>             <C>             <C>
Operating Results:
     Net sales                       $2,054,126     $1,145,129     $1,228,533   $1,179,318      $1,173,927      $1,152,333
     Gross profit                       542,141        285,669        303,087      292,063         288,188         276,546
     Interest expense (net)              72,343         31,608         36,215       13,000          10,823          11,626
     Earnings (loss) before income 
       taxes and extraordinary item     (35,870)       (13,131)         1,085       24,977          30,220          27,135
     Income taxes (benefit)              (5,689)        (3,224)           339        9,062          11,417           9,956
     Earnings (loss) before
       extraordinary item               (30,181)        (9,907)           746       15,915          18,803          17,179
     Extraordinary item (net of tax)          -           (870)             -       (1,456)              -               -
     Net earnings (loss)               ($30,181)      ($10,777)          $746      $14,459      $   18,803      $   17,179
     Net earnings (loss) as a percent
     of sales                            (1.47%)        (0.94%)          0.06%        1.23%           1.60%           1.49%
				     ______________________________________________________________________________________
Common Stock Data:
     Earnings (loss) per common
       share-assuming dilution:
     Earnings (loss) before
       extraordinary item               ($92.92)       ($36.39)       ($16.26)     $162.88      $   923.15      $   843.42
     Extraordinary item                       -          (2.05)   -                 (15.96)              -               -
     Net earnings (loss)                ($92.92)       ($38.44)       ($16.26)     $146.92      $   923.15      $   843.42
				     ______________________________________________________________________________________

Financial Position:
     Total assets                      $691,146       $694,280       $267,845     $279,003      $  312,415      $  296,803
     Working capital                     10,778        (20,669)           (92)      26,449          71,929          60,385
     Long-term debt, including 
       current portion                  517,071        449,831        208,000      239,059          38,727          40,628
     Capitalized lease
       obligations (including current)   68,724         75,081         62,260       62,165          60,471          62,186
     Restructuring obligation
       (including current)               32,287         55,515          2,202        1,237
     Redeemable preferred stock          71,452         63,042         57,921       49,988
     Stockholders' equity (deficit)    (206,470)      (167,900)      (152,002)    (144,815)        140,216         124,857
				     ______________________________________________________________________________________


</TABLE>





<PAGE>

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

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



Results of Operations

General

	As of January 2, 1999 the Company operated a 
chain of 198 supermarkets and 54 gasoline stations.  Net 
sales from gasoline stations during fiscal 1998, 1997 stub, 
1997, and 1996 were 3.9%, 7.1%, 6.9%, and 5.2%, 
respectively, of  the Company's net sales for such periods.  
The Company reports results of operations on a 52 or 53 
week fiscal year.  For fiscal years 1995, 1996 and 1997 the 
fiscal year ended on the Saturday nearest to April 30 of 
each year.  The Company changed its fiscal year end on 
January 3, 1998 to the closest Saturday to December 31 of 
each year.  This change created a "stub" year of 35 weeks 
for fiscal year ended January 3, 1998.  The Company's first 
three fiscal quarters are 12 weeks, and the last quarter is 16 
or 17 weeks.  The consolidated statements of operations 
include 35 weeks for a short year ended January 3, 1998, 
53 weeks of operations for fiscal 1997 and 52 weeks for 
fiscal 1998 and 1996.  The Company acquired Delchamps 
on September 12, 1997 and the results of operations for 
those stores are included subsequent to that date. Except as 
indicated below, management believes that the results of 
operations for the 35 weeks ended January 3, 1998, as a 
percentage of sales, are indicative of the results for a 52 
week period.   

	The following sets forth, for the periods indicated, 
selected financial information expressed as a percentage of 
net sales.
				      
 
<PAGE>
<TABLE>
<CAPTION>
			     
			     FY98         FY97-stub        FY97            FY96
			  (52 Wks)        (35 Wks)        (53 Wks)        (52 Wks)
			    Ended           Ended           Ended           Ended
			    1/2/99          1/3/98          5/3/97         4/27/96
			    ______          ______          ______         _______
<S>                        <C>             <C>             <C>             <C>
Net sales                  100.00%         100.00%         100.00%         100.00%
Gross profit                26.39           24.95           24.67           24.77
Direct store, warehouse 
  and administrative 
  expense                   20.65           20.33           18.86           19.23
Depreciation and 
  amortization               2.81            2.57            2.43            2.27
Acquistion integration 
  costs and other special 
  charges                    1.16            0.27            0.22            0.00
			  _______        ________         _______         _______
Operating income             1.77            1.78            3.16            3.27
Interest expense, net        3.52            2.92            3.07            1.15
			  _______        ________         _______         _______

Earnings (loss) before 
  income taxes and
  extraordinary item        (1.75)          (1.14)           0.09            2.12
Benefit (provision) for 
  income taxes               0.28            0.28           (0.03)          (0.77)
Extraordinary loss (net 
  of income tax
  benefit)                  0.00           (0.08)           0.00           (0.12)
			  _______        ________         _______         _______

Net earnings (loss)        (1.47%)         (0.94%)           0.06%           1.23%
			  =======        ========         =======         =======


</TABLE>
	
	
	Approximately 19% of the Company's non-
perishable sales result from its private label program.  
Private label products generally have a lower unit sales 
price than national brands, but provide a higher gross 
margin to the Company due to lower unit costs.

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


Net Sales

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

 

<PAGE>
<TABLE>                                                
<CAPTION>
						
						(dollars in millions)
			    FY98           FY97-stub         FY97            FY96
			  (52 Wks)          (35 Wks)        (53 Wks)        (52 Wks)
			    Ended            Ended           Ended           Ended
			   1/2/99           1/3/98          5/3/97          4/27/96
			  ________         ________        ________        _________
<S>                      <C>             <C>             <C>             <C>
Net sales                $   2,054.1     $   1,145.1     $   1,228.5     $   1,179.3
Percentage increase 
  (decrease) in
  same store sales             (4.04%)           0.34%         (0.20%)         (0.01%)
Number of stores at 
  period end                     198             217             105             103


</TABLE>




	The 1996 and 1997 fiscal years included sales only 
from the Jitney-Jungle Stores, the 1997 stub year included 
35 weeks of sales from the Jitney-Jungle stores and 16 
weeks of sales from the Delchamps stores; and the 1998 
fiscal year included 52 weeks of sales for both Jitney-
Jungle and Delchamps stores. The net sales increase of 
$909.0 million in fiscal 1998 over fiscal 1997 stub was 
primarily attributable to the Delchamps acquisition.  Same 
store sales declined 4.04% in fiscal 1998. Sales throughout 
fiscal 1997 were positively impacted by the introduction of 
the Company's Gold Card, its customer loyalty program, in 
approximately 79 Jitney-Jungle and Jitney Premier 
supermarkets in January 1997.  Sales for most of fiscal 
1998 were positively impacted by the introduction of the 
Gold Card in 52 Delchamps supermarkets in March 1998 
and in the remaining Delchamps supermarkets during April 
1998.  The decline in same store sales is attributable 
primarily to competitive pressures (38 competitive 
openings, of which 9 were replacement stores), distribution 
problems which have been corrected, a decline in sales at 
Delchamps supermarkets due to disruptions caused by the 
transition process which was completed during the first half 
of the year and the fact that the Gold Card introduction 
positively impacted sales for most of fiscal 1997 but only 
for only the last three quarters of fiscal 1998.  During fiscal 
1998, twenty-two supermarkets were sold or closed 
(including 10 supermarkets which were required to be sold 
by the Federal Trade Commission due to the Delchamps 
acquisition).  The Company opened three new 
supermarkets (two of which were replacement stores), 
opened 2 gasoline stations and closed 2 gasoline stations.

	In fiscal 1997 stub, net sales decreased $83.4 
million from fiscal 1997 due to the "stub" year having only 
35 weeks.  Same store sales increased 0.34% during fiscal 
1997 stub.  During fiscal 1997 stub, the Company acquired 
118 Delchamps supermarkets and 10 liquor stores and 
closed 6 supermarkets.  In addition, the Company opened 2 
gasoline stations and closed one.

	The net sales increase of 4.2% in 1997 was 
primarily due to the opening of two supermarkets, the 
opening of seven new gasoline stations and the extra "53rd" 
week.  Without this extra "53rd" week, sales would have 
increased approximately 2.2%.  Same store sales declined 
0.01% during fiscal 1997.  The Company launched the 
Gold Card (the Company's customer loyalty program) at 
the beginning of the 4th quarter in approximately 79 Jitney-
Jungle and Jitney Premier supermarkets and, as a result, 
sales and customer count increased.


<PAGE>


Gross Profit

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

 
<TABLE>
<CAPTION>
					     (dollars in millions)
			 __________________________________________________________
			      FY98         FY97-stub        FY97           FY96
			    (52 Wks)         (35 Wks)     (53 Wks)       (52 Wks)
			      Ended           Ended         Ended          Ended
			      1/2/99          1/3/98        5/3/97         4/27/96
			      ______          ______        ______         _______

<S>                      <C>             <C>            <C>            <C>
Gross profit             $     542.1     $    285.7     $    303.1     $     292.1
Gross profit as of
  percentage of net
  sales                        26.39%         24.95%         24.67%          24.77%

</TABLE>


	The increase in gross profit, as a percentage of net 
sales, for fiscal 1998 over the fiscal 1997 stub was 
primarily attributable to increased purchasing leverage 
resulting from the Delchamps acquisition and increased 
promotional allowances. In addition, gross margin 
improvements have been achieved as the Company 
remodels stores and expands the offering of higher margin 
perishable departments.  The Company also initiated 
additional shrink control programs which have resulted in 
improved gross margins.  Cost of sales for fiscal 1998 also
includes $2,070 of excess shrink associated with the
Delchamps acquisition.
	
	Gross profit, as a percentage of net sales, was 
relatively constant during the 1996 and 1997 fiscal years 
and the 1997 stub year primarily as a result of 
improvements in product acquisition cost (net of 
allowances) offset by low overall retail price inflation 
(which was primarily the result of pricing and promotional 
changes by certain competitors) and discounts associated 
with the Jitney-Jungle Gold Card (frequent shopper card).




Direct Store, Warehouse and Administrative Expenses

	The following sets forth, for the periods indicated, 
direct store, warehouse and administrative expenses 
(excluding acquisition and other nonrecurring costs and 
depreciation and amortization expense) for the Company.

 
<PAGE>
<TABLE>                                                
<CAPTION>
						
						
						(dollars in millions)
			   ____________________________________________________________
			       FY98           FY97-stub        FY97            FY96
			     (52 Wks)        (35 Wks)        (53 Wks)        (52 Wks)
			      Ended           Ended           Ended           Ended
			      1/2/99          1/3/98          5/3/97         4/27/96
			      ______          ______          ______         _______
<S>                       <C>             <C>             <C>             <C>
Direct store, warehouse 
  and administrative 
  expenses                $      424.2    $      232.8    $      231.7    $      226.8
Expenses as a percentage  
  of net sales                   20.65%          20.33%          18.86%          19.23%


</TABLE>



	In fiscal 1998, direct store, warehouse and 
administrative expenses increased 0.3%, as a percentage of 
net sales, over the fiscal 1997 stub and was primarily 
attributable to rent expense, store labor costs and 
warehouse expenses.  Rent expense as a percentage of net 
sales in the Delchamps stores is more than twice that of the 
other Company stores.  The increase in store labor as a 
percentage of net sales was principally due to a temporary 
increase in the number of employees, dedicated to 
complete retraining at the Delchamps supermarkets.  The 
increase in warehouse expenses, as a percentage of net 
sales, was principally due to distribution problems resulting 
from the Delchamps transaction.  The Company closed the 
Delchamps' Hammond warehouse in early 1998, which the 
Company expected would lead to substantial cost savings.  
However, the resulting increase in volume at the 
Company's Jackson warehouse facilities created operating 
inefficiencies which adversely impacted fiscal 1998 
operations but which have subsequently been resolved.  
The Company has experienced a reduction in 
administrative expenses, as a percentage of net sales, due to 
additional sales attributable to the Delchamps transaction 
combined with a decrease in administrative expenses as a 
result of the closing of the Delchamps' Mobile 
headquarters in April 1998.

	In fiscal 1997 stub, direct store, warehouse and 
administrative expenses increased, as a percentage of net 
sales, principally due to the higher cost of operations of the 
Delchamps stores as a percentage of net sales (primarily 
rent expense).      

	For fiscal 1997, the improvement in direct store, 
warehouse and administrative expenses, as a percentage of 
net sales, over fiscal 1996 was primarily the result of 
reductions in supplies and advertising expense combined 
with an increase in backhaul income offset by increased 
group insurance and closed store expenses.


Depreciation and Amortization

	The following sets forth, for the periods indicated, 
depreciation and amortization for the Company.
      


<PAGE> 
<TABLE>
<CAPTION>
						
						
						(dollars in millions)
			 ____________________________________________________________
			     FY98           FY97-stub        FY97            FY96
			   (52 Wks)        (35 Wks)        (53 Wks)        (52 Wks)
			    Ended           Ended           Ended           Ended
			    1/2/99          1/3/98          5/3/97         4/27/96
			    ______          ______          ______         _______
<S>                    <C>             <C>             <C>             <C>
Depreciation and 
  amortization         $        57.7   $        29.4   $        29.9   $        26.7
Depreciation and 
  amortization as
  a percentage of 
  net sales                     2.81%           2.57%           2.43%           2.27%


</TABLE>


	In fiscal 1998, depreciation and amortization, as a 
percentage of net sales, increased 0.2 % over the fiscal 
1997 stub principally due to acquisitions of property and 
equipment (including capital leases) associated with the 
Company's new and remodeled stores and gasoline 
stations, and the Delchamps acquisition.

	In fiscal 1997 stub, the increase in depreciation and 
amortization, as a percentage of net sales, was primarily 
attributable to the Delchamps acquisition.  

	The increase in depreciation and amortization, as a 
percentage of net sales, in fiscal 1997 was principally due 
to acquisitions of property and equipment (including 
capital leases) associated with the Company's remodeling 
program and acquisition of new stores and gasoline 
stations.

	
Acquisition Integration Costs and Other Special Charges

	The following sets forth, for the periods indicated, 
acquisition integration costs and other special charges
for the Company.

 
<TABLE>                                                
<CAPTION>

						
						
						    (dollars in millions)
			 ________________________________________________________________
			       FY98           FY97-stub        FY97            FY96
			     (52 Wks)        (35 Wks)        (53 Wks)        (52 Wks)
			      Ended           Ended           Ended           Ended
			      1/2/99          1/3/98          5/3/97         4/27/96
			      ______          ______          ______         _______
<S>                      <C>             <C>            <C>             <C>
Acquisition integration 
  costs and other 
  special charges        $        23.8   $         3.1  $          2.7  $            -
Acquisition integration
  costs and other 
  special charges
  as a percentage of   
  sales                           1.16%           0.27%           0.22%           0.00%


</TABLE>

	
	The Company incurred significant costs as 
a result of combining the Delchamps and Jitney-Jungle 
operations.  In accordance with EITF Releases 94-3 and 95-3
the Company has allocated certain of 
these costs to goodwill.  However, certain other costs 
attributable to the Delchamps acquisition, including costs 
incurred in consolidating warehouse operations, 


<PAGE>


remerchandising of the Delchamps stores, and training of 
Delchamps employees have been written off as acquisition 
sots in accordance with the EITF guidelines.  Other special 
charges included long-lived asset impairment charges ($3.2 
million); loss on stores sold under the consent decree with 
the Federal Trade Commission in connection with the 
Delchamps acquisition ($0.3 million); pre-acquisition 
contingencies from the Delchamps acquisition ($1.2 
million); severance benefits ($0.7 million); and other 
abandoned transaction costs ($1.0 million).   

	In fiscal 1997 stub, special charges consisted of  
severance  benefits ($0.5 million), fees related to bridge 
financing in the Delchamps acquisition ($2.0 million) and 
loss on stores sold under the consent decree with the 
Federal Trade Commission in the Delchamps acquisition 
($0.6 million).

	In fiscal 1997, special charges consisted of costs 
($1.8 million) associated with the employment contract of 
the Company's former Chief Executive Officer and the 
severance benefits ($.9 million) of various associates (a) 
who retired early or (b) whose positions were eliminated.

	
Operating Income

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

 
<TABLE>                                                
<CAPTION>
						
						
						
						  (dollars in millions)
			       FY98           FY97-stub        FY97            FY96
			     (52 Wks)        (35 Wks)        (53 Wks)        (52 Wks)
			       Ended           Ended           Ended           Ended
			      1/2/99          1/3/98          5/3/97         4/27/96
			      ______          ______          ______         _______
<S>                      <C>             <C>             <C>             <C>
Operating income         $        36.5   $        20.3   $        38.7   $        38.6
Operating income 
  as a percentage
  of net sales                    1.77%           1.78%           3.16%           3.27%



</TABLE>

	
	
	Changes in operating income are due to the factors 
reflected above.


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

   FY98        FY97-stub      FY97       FY96
  (52 Wks)      (35 Wks)    (53 Wks)   (52 Wks)
   Ended         Ended       Ended      Ended
   1/2/99        1/3/98      5/3/97     4/27/96
   ______        ______      ______     _______

<S>            <C>          <C>       <C>
$  117.4       $   51.9     $  70.3    $   64.9
   5.71%          4.53%       5.72%       5.50%

</TABLE>





<PAGE>

	EBITDA represents income before interest, income 
taxes, depreciation, amortization, acquisition and other 
nonrecurring costs and LIFO charges (credits).    EBITDA as 
presented is consistent with the definition used for 
covenant purposes contained in the Indenture.  EBITDA is 
a widely accepted financial indicator of a company's ability 
to service debt.  However, EBITDA should not be 
construed as an alternative to operating income, net 
income, or cash flows from operating activities (as 
determined in accordance with generally accepted 
accounting principles) and should not be construed as an 
indication of the Company's operating performance or as a 
measure of liquidity.  However, management believes it to 
be a useful measure and therefore it has been presented.


Net Interest Expense

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

 
<TABLE>                                                
<CAPTION>
						
						
						(dollars in millions)
			      FY98           FY97-stub        FY97            FY96
			    (52 Wks)        (35 Wks)        (53 Wks)        (52 Wks)
			     Ended           Ended           Ended           Ended
			     1/2/99          1/3/98          5/3/97         4/27/96
			     ______          ______          ______         _______
<S>                      <C>             <C>             <C>             <C>
Net interest expense     $        72.3   $        33.4   $        37.6   $      13.6
Net interest expense 
  as a percentage of 
  net sales                       3.52%           2.92%           3.06%         1.15%



</TABLE>



	The increase in net interest expense, as a percentage 
of net sales, for fiscal 1998 was primarily attributable to 
interest expense on the $200 million senior subordinated 
notes issued in September 1997 and the associated increase 
in debt issue cost related to the Delchamps acquisition.
     
	The decrease in net interest expense, as a percentage 
of net sales, for fiscal 1997 stub was primarily attributable 
to the increase in sales due to the Delchamps acquisition.

	The increase in net interest expense as a percentage 
of net sales of 1.9% for fiscal 1997 was primarily due to 
interest expense on the Senior Notes and the Credit facility, 


<PAGE>


which were in place all of fiscal 1997 and only two months 
of fiscal 1996; and increased debt issue costs related to the 
Merger.


Income Taxes

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

<TABLE>                                                
<CAPTION>
						
						
						(dollars in millions)
			      FY98           FY97-stub        FY97            FY96
			    (52 Wks)        (35 Wks)        (53 Wks)        (52 Wks)
			     Ended           Ended           Ended           Ended
			     1/2/99          1/3/98          5/3/97         4/27/96
			     ______          ______          ______         _______
<S>                    <C>             <C>             <C>             <C>
Income tax expense 
  (benefit)            $         (5.7) $         (3.2) $          0.3  $          9.1
Income tax (benefit) 
  effective rate               (16.30%)        (24.55%)         31.24%          36.28%


</TABLE>
 


	The increase in income tax benefit for fiscal 1998 
was principally due to an increase in pretax loss.  The 
income tax benefit was 16.3% of pretax loss compared to 
the federal and state statutory rate of 37.3%; the difference 
in rates occurred primarily because goodwill relating to the 
Delchamps acquisition is deductible for financial reporting 
purposes but not for income tax purposes and the impact of
recording a valuation allowance for the company's net deferred
tax asset.  

	The decrease in income taxes for fiscal 1997 stub 
was due to a loss in pretax earnings.  The income tax 
benefit was 24.6% of pretax loss compared to the federal 
and state statutory rate of 37.3%; the difference in rates 
occurred primarily because goodwill relating to the 
Delchamps acquisition is deductible for financial reporting 
purposes but not for income tax purposes.  
	    
	The decrease in income taxes for fiscal 1997 
principally resulted from lower pretax earnings.  The 
income tax expense was 31.2% of pretax income compared 
to the federal and state statutory rate of 37.3%; the 
difference in rates occurred primarily due to credits 
applicable to state income taxes.


Extraordinary Item

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

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


<PAGE>

Net Earnings (Loss) 

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

<TABLE>                                                
<CAPTION>
						
						
						
						(dollars in millions)
			 _____________________________________________________________
			       FY98           FY97-stub        FY97            FY96
			     (52 Wks)        (35 Wks)        (53 Wks)        (52 Wks)
			      Ended           Ended           Ended           Ended
			      1/2/99          1/3/98          5/3/97         4/27/96
			      ______          ______          ______         _______

<S>                      <C>             <C>             <C>             <C>
Net earnings (loss)      $       (30.2)  $       (10.8)  $          0.7  $       14.5
Net earnings (loss) 
  percentage of
  net sales                      (1.47%)         (0.94%)         (0.06%)         1.23%


</TABLE>
 



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


Liquidity and Capital Resources

	Historically, the Company has funded its working 
capital requirements, capital expenditures and other needs 
principally from operating cash flows.  Due to the Merger 
and acquisition of Delchamps, however, the Company has 
become highly leveraged and has certain restrictions on its 
operations imposed pursuant to the Senior Credit Facility 
and indentures governing the Senior Notes and Senior 
Subordinated Notes.  At January 2, 1999, the Company had 
$618.1 million of total long-term commitments (including 
long-term debt, capitalized leases and restructuring 
obligations) and a shareholders' deficit of $206.5 million. 

	The Company's principal uses of liquidity have 
been to fund working capital, meet debt service 
requirements and finance the Company's strategic plans.  
The Company's principal sources of  liquidity are expected 
to be cash flow from operations and borrowings under the 
Senior Credit Facility. Borrowings outstanding at January 
2, 1999 under the Senior Credit Facility were $112,950 million.  
The Company had outstanding at January 2, 1999 $11,331
million in letters of credit issued under the Senior Credit 
Facility.  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.  
Prior to March 1999, borrowings under the Senior Credit 
Facility, including revolving loans and up to $30 million in 
letters of credit, could not exceed the lesser of (i) the "Total 
Commitment", which initially was $150.0 million, and (ii) 
an amount equal to the sum of (A) up to 65% of eligible 
inventory (valued at the lesser of FIFO cost or market 
value, the "Borrowing Base") of the Company and (B) the 
"Supplemental Availability", which initially was $53.0 
million.  Each of the Total Commitment and the 
Supplemental Availability began reducing on a quarterly 
basis commencing in September 1998.  Effective March 
1999 the Senior Credit Facility was amended to provide 
that, among other things (i) the Total Commitment be 
increased to $162.3 million and no longer be reduced 


<PAGE>


by the amortized amount of the Supplemental Availability 
and (ii) the Borrowing Base be increased from 65% to 70% 
of eligible inventory for the periods March 1, 1999 through 
April 30, 1999 and September 1, 1999 through October 31, 
1999.  In April 1999, certain financial covenants relating
to various periods in 1998 were amended and restated.

	The Company makes significant capital 
expenditures to remodel and construct supermarkets and, in 
recent periods, to convert supermarkets to its combination 
format.  New stores, remodels, and conversions will 
continue to be the most significant portion of planned 
capital expenditures.  Capital expenditure plans are 
frequently modified from time to time depending on cash 
availability and other economic factors, and are limited by 
covenants under its Senior Credit Facility.


	Cash provided by operating activities during fiscal 
1998 was $18.4 million compared to $37.2 million in fiscal 
stub 1997, $66.5 million for fiscal 1997 and $55.5 million 
for fiscal 1996.  In fiscal 1998, the decrease in cash 
provided by operating activities was primarily due to 
improved gross margins offset by increased interest 
expense associated with the $200 million senior 
subordinated notes issued in  September 1997, increased 
labor due to a temporary increase in number of employees 
required in order to complete retraining at Delchamps 
supermarkets, increased costs incurred in converting the 
Delchamps retail stores to Company store formats, 
increased rent associated with Delchamps stores, and 
increased warehousing costs associated with the Delchamps 
acquisition and an increase in working capital.  In fiscal 
1997 stub, cash provided by operating activities 
decreased primarily due to an increase in overall 
interest expense associated with the Delchamps acquisition. 
 In fiscal year 1997, inventories decreased due to an 
inventory reduction plan implemented by management and 
accounts payable increased by improving vendor terms to 
industry standards.  These working capital improvements 
were partially offset by the reduction in net earnings due 
principally to the increase in cash interest expense as a 
result of additional borrowing activities resulting from the 
Recapitalization in March 1996. 

	Net cash used in investing activities was $74.0 in 
fiscal 1998, $239.2 million in fiscal 1997 stub and $22.3 
million for fiscal 1997 and $4.2 million for fiscal 1996. 
During fiscal 1998, the Company paid $5.0 million in cash 
to former Delchamps shareholders and deposited $13.8 
million in cash with the clerk of court of Mobile County 
Alabama as required by law in connection with the 
dissenters' rights proceeding (see Item 3-Legal 
Proceedings).  The Company's capital expenditures for 
1998 of $71.8 million were higher than prior years as a 
result of the Delchamps acquisition, and were offset by 
proceeds from the sale of 10 stores required to be sold by 
the Federal Trade Commission in connection with the 
acquisition and the sale of  two parcels of land for $5.4 
million. Net cash used in investing activities for the 1997 
stub was primarily the cash used to acquire Delchamps.  

	Net cash provided by financing activities was $61.6 
in fiscal 1998.  Net cash provided by financing activities 
was $199.6 million in fiscal 1997 stub.  Net cash used in 


<PAGE>


financing activities was $35.4 million for fiscal 1997 and 
$65.8 million for fiscal 1996. Net cash provided by 
financing activities during fiscal 1998 was primarily due to 
a net increase in the borrowings under the Senior Credit 
Facility which were used to fund costs associated with the 
Delchamps acquisition.  The net cash provided by 
financing activities during the 1997 stub was primarily 
attributable to the issuance of the Senior Subordinated 
Notes. The primary financing activities in fiscal year 1996 
were the proceeds from the issuance of new Common 
Stock and Senior Notes which were used to redeem the old 
Common Stock and primary related merger costs. 




	The Company's expenditures to comply with 
environmental laws and regulations at its grocery stores 
primarily consist of those related to remediation of 
underground storage tank leaks and spills and retrofitting 
chlorofluorocarbon ("CFC") chiller units.  The Company's 
unreimbursed cost for remediation at the 16 facilities which 
have had leaks or spills has not been material.  All 
significant  required expenditures in connection with the 
cleanup of such leaks and spills have been made at such 
locations except at three recently discovered locations 
which are still undergoing investigation and one location 
awaiting state approval of its remediation plan.  In 
addition, the Company has obtained insurance coverage for 
bodily injury, property damage and corrective action 
expenses resulting from releases of petroleum products 
from underground storage tanks during the covered period 
at all 58 locations.  The Company spent $170,000, 
$130,000, $914,000 and $468,000 for retrofitting CFC-
containing chiller units during fiscal 1998, 1997 stub, fiscal 
1997 and fiscal 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.

	The Company believes that cash flow from operations 
as well as additional borrowing available under its credit
line are adequate to sustain its operations through fiscal 1999.

<PAGE>


Inflation

	The Company's primary costs, inventory and 
labor, are affected by a number of factors that are 
beyond its control, including availability and price of 
merchandise, the competitive climate and general and 
regional economic conditions.  As is typical of the 
supermarket industry, the Company has generally been 
able to maintain margins by adjusting its retail prices, 
but competitive conditions may from time to time 
render it unable to do so while maintaining its market 
share.  
	
Year 2000 
	
	During calendar years 1996, 1997 and 1998, the 
Company's Information Services Department 
conducted an extensive information services system 
review of all primary systems, such as financial, 
payroll, human resources, employee benefits, 
purchasing, merchandising, retail/pricing, warehousing 
and store management as well as secondary systems 
such as catering, damage reclamation and loss 
prevention.  This review evaluated these systems in 
terms of their Year 2000 compliance, flexibility to 
absorb Delchamps' operations, capacity, general 
efficiency, compatibility and competitive advantage.  
The Information Services Department recommended, 
and the Company is implementing, the replacement or 
upgrading of all  the Company's primary and secondary 
systems, most of which were 10 to 15 years old.  From 
March 1997 to January 2, 1999, the Company spent, 
excluding license fees, approximately $2,600,000 to 
replace its financial, payroll, human resources and 
employee benefits systems.  The Company's other 
primary systems (purchasing, merchandising, 
retail/pricing, warehousing and store management) are 
scheduled to be replaced and/or remediated by October 
1, 1999, at an estimated cost of  $2,850,000, at which 
time all potential Year 2000 problems in the 
Company's primary systems should be resolved.  
Although the Company's operations are not dependent 
on its secondary systems, the Company has spent 
approximately $300,000 as of January  2, 1999 
upgrading these systems and anticipates spending 
approximately an additional $600,000 in order to 
complete that project by the end of September 1999, at 
which time all potential Year 2000 problems in the 
Company's secondary systems should be resolved.  No 
assurances can be given, however, that all Year 2000 
problems will be effectively resolved on schedule or 
before the Year 2000.  Any such problems, if not 
resolved, could have a material adverse effect on the 
Company's business, financial condition and results of 
operations.

	The Company has sent a survey to its third party 
suppliers, financial institutions and insurance 
companies (i) inquiring into their Year 2000 
compliance status, (ii) seeking commitments of their 
intention to become Year 2000 compliant and (iii) 
gathering information to assess the effect of any non-
compliance on the Company's operations.  No 
assurances can be given that these third parties will 
become Year 2000 compliant.  Any such non-
compliance could have a material adverse effect on the 
Company's business, financial condition and results of 
operations.


<PAGE>


	The most reasonably likely worst case Year 2000 
scenario would result in the failure to order or acquire new 
products for warehouse or store replenishment.  The 
Company has established a disaster recovery plan that is 
available as a reasonable contingency plan.  Through this 
disaster recovery plan, manual processes are outlined that 
will enable the Company to order and obtain available 
products for delivery to the stores without reliance on 
existing primary technology normally used by the 
Company.


<PAGE>



Item 8.  Financial Statements and Supplementary Data

<PAGE>
<TABLE>
<CAPTION>

JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

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

							     January 2,     January 3,
ASSETS                                                          1999           1998
<S>                                                        <C>          <C>
CURRENT ASSETS:
    Cash and cash equivalents                              $    18,041  $    11,984
    Receivables                                                 28,197       13,833
    Refundable income taxes                                     16,862        5,663
    Merchandise inventories                                    166,774      162,786
    Prepaid expenses and other                                   5,655        5,907
    Deferred income taxes                                                    15,681
							      ________    _________
	   Total current assets                                235,529      215,854

PROPERTY AND  EQUIPMENT, at cost:
    Land                                                         4,723       14,442
    Buildings                                                   31,666       34,776
    Fixtures and equipment                                     272,321      264,192
    Property under capitalized leases                           83,676       88,995
    Leasehold improvements                                      80,723       67,414
							      ________    _________
	   
	   Total                                               473,109      469,819
    Less accumulated depreciation and amortization             175,655      166,045
							      ________    _________

	   Net property and equipment                          297,454      303,774
							      ________    _________

GOODWILL, net of amortization of $4,250 and
  and $1,105, respectively                                     131,206      142,415

OTHER ASSETS                                                    26,957       32,237












							      ________    _________
TOTAL ASSETS                                               $   691,146  $   694,280
							      ========    =========

See notes to consolidated financial statements.


</TABLE>
 
<PAGE>
<TABLE>
<CAPTION>


______________________________________________________________________________________

							     January 2,   January 3,
LIABILITIES AND STOCKHOLDERS' DEFICIT                           1999         1998
<S>                                                         <C>          <C>
CURRENT LIABILITIES:
  Accounts payable                                          $   138,087  $   112,641
  Accrued expenses:
    Personnel costs                                               3,053       13,823
    Payable to dissenting Delchamps, Inc. shareholders            7,624       26,637
    Taxes, other than income taxes                               19,380       17,956
    Insurance and self-insurance claims                          15,408       19,886
    Interest                                                     17,159       15,017
    Other                                                         7,371        8,876
  Current portion of capital leases                               5,789        6,760
  Current portion of restructuring obligation                    10,880       14,927
							       ________     ________
	   Total current liabilities                            224,751      236,523

Long-term debt                                                  517,071      449,831
Obligations under capital leases, excluding current 
  installments                                                   62,935       68,321
Restructuring obligation, excluding current installments         21,407       40,588
Deferred income taxes                                                          3,875
							       ________     ________

	   Total liabilities                                    826,164      799,138

COMMITMENTS AND CONTINGENCIES (Notes 7, 8, 11 and 18)

REDEEMABLE PREFERRED STOCK, aggregate
  liquidation preference value of $73,279 and
  $65,077, respectively                                          71,452       63,042

STOCKHOLDERS' DEFICIT:
  Class C Preferred Stock - Series 1
     (at liquidation preference value)                            9,973        9,071
  Common stock ($.01 par value, authorized 5,000,000
    shares, issued and outstanding 425,280 and 425,000
    shares, respectively)                                             4            4
  Additional paid-in capital                                   (302,305)    (302,326)
  Retained earnings                                              85,858      125,351
							       ________     ________

	   Total stockholders' deficit                         (206,470)    (167,900)
							       ________     ________

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                 $   691,146  $   694,280
							       =======      ========

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars In Thousands Except Per Share Amounts)
__________________________________________________________________________________________________________
											 Year Ended
						    Year          35 Weeks       ________________________
						  Ended Jan-     Ended Jan-        May 3,      April 27,
						 uary 2, 1999   uary 3, 1998       1997          1996
<S>                                              <C>            <C>            <C>            <C>
NET SALES                                        $ 2,054,126    $ 1,145,129    $ 1,228,533    $ 1,179,318


COSTS AND EXPENSES:
  Cost of sales (including $2,070 in the
    year ended in 1999 of excess shrink
    associated with Delchamps acquisition)         1,511,985        859,460        925,446        887,255
  Direct store expenses                              413,623        206,945        205,250        198,579
  Warehouse, administrative and general               68,287         55,293         56,379         54,912
  Interest expense, net                               72,343         33,445         37,636         13,595
  Acquisition integration costs and
    other special charges (Note 14)                   23,758          3,117          2,737
						   ---------      ---------      ----------     ---------
       Total costs and expenses                    2,089,996      1,158,260      1,227,448      1,154,341
						   ---------      ---------      ----------     ---------
  Earnings (loss) before income taxes
    and extraordinary items                          (35,870)       (13,131)         1,085         24,977

INCOME TAX EXPENSE (BENEFIT)                          (5,689)        (3,224)           339          9,062
						   ----------     ----------      ---------      --------
Earnings (loss) before extraordinary items           (30,181)        (9,907)           746         15,915
						   ==========     ==========      =========      ========
EXTRAORDINARY ITEMS, net of
  income tax benefit of $518 and
  $866, respectively                                                   (870)                       (1,456)
						   ----------     -----------     ---------      ---------
NET EARNINGS (LOSS)                               $  (30,181)     $ (10,777)      $    746       $ 14,459
					  
EARNINGS (LOSS) PER
  COMMON SHARE:
   Before extraordinary items                     $    (92.92)    $  (36.39)      $ (16.26)      $ 185.85
   Extraordinary items                                                (2.05)                       (18.13)

   Net earnings (loss) per common share           $    (92.92)    $  (38.44)      $ (16.26)      $ 167.72

EARNINGS (LOSS) PER COMMON
  SHARE - ASSUMING DILUTION:
   Before extraordinary items                     $    (92.92)    $   (36.39)     $ (16.26)      $  162.88
   Extraordinary items                                                 (2.05)                       (15.96)
   Net earnings (loss) per common                                                                
    share - assuming dilution                     $    (92.92)    $   (38.44)     $ (16.26)      $  146.92
						   ===========    ============    ==========     ==========                                  

See notes to consolidated financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
(Dollars In Thousands Except Per Share Amount)


					       Class C Preferred
					       Stock, Series 1           Common Stock             
					       -----------------    -------------------         Additional          
					       Number                  Number                    Paid-in      Retained
					       of Shares   Amount      of Shares  Amount         Capital      Earnings
<S>                                            <C>         <C>         <C>        <C>           <C>           <C>   
BALANCE, APRIL 30, 1995                                                 20,368   $ 1,061        $  1,807      $ 137,348
Issuance of shares and warrants                 76,042     $ 7,604     425,000         4           7,377
Redemption of common stock                                             (20,368)   (1,061)       (311,510)
Cash dividends ($92.15 per share)                                                                                (1,877)
Net earnings                                                                                                     14,459
Accretion of discount on Class A                                                                                        
  Preferred Stock                                                                                                   (27)
					       --------     --------   --------   --------      ---------       --------
BALANCE, APRIL 27, 1996                         76,042       7,604     425,000         4        (302,326)       149,903

Net earnings                                                                                                        746
Accretion of discount on Class A
  Preferred Stock                                                                                                  (189)
Cumulation of dividends on
  preferred stock                                              898                                               (8,642)
					       --------     --------   --------   --------      ---------       --------
BALANCE, MAY 3, 1997                            76,042       8,502     425,000         4        (302,326)       141,818

Net loss                                                                                                        (10,777)
Accretion of discount on Class A
  Preferred Stock                                                                                                  (130)
Cumulation of dividends on                                            
  Preferred stock                                              569                                               (5,560)
					       --------     --------   --------   --------      ---------       --------
BALANCE, JANUARY 3, 1998                        76,042       9,071     425,000         4        (302,326)       125,351

Net loss                                                                                                        (30,181)
Stock options exercised                                                    280                        21
Accretion of discount on Class A         
 Preferred Stock                                                                                                   (208)
Cumulation of dividends on
  preferred stock                                                902                                             (9,104)
					       --------     --------   --------   --------      ---------       --------
BALANCE, JANUARY 2, 1999                        76,042       $ 9,973   425,280     $   4       $(302,305)      $ 85,858
					       ========     ========   ========   ========      =========       =========


See notes to consolidated financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)


							    Year        35 Weeks            Year Ended
							 Ended Jan-     Ended Jan-     May 3,        April 27,
							 uary 2, 1999   uary 3, 1999   1997          1996
<S>                                                      <C>            <C>            <C>           <C>
OPERATING ACTIVITIES:
  Net earnings (loss)                                    $ (30,181)      $ (10,777)     $   746       $  14,459
  Adjustment to reconcile net earnings (loss) to
    net cash provided by operating activities:
      Extraordinary items                                                      870                        1,456
      Depreciation and amortization                         57,693          29,406       29,898          26,728
      Amortization of deferred loan costs                    3,683           1,837        1,421             595
      Loss (gain) on disposition and write-down
	of property and other assets                         1,806            (250)       1,899             817
	Deferred income tax expense (benefit)                6,766            (585)      (3,574)          2,577
	Decrease in restructuring obligation                (5,313)           (453)
      Changes in current assets and liabilities, net of
	effects of acquisition:
	 Receivables                                       (25,447)         (7,596)        (571)          5,866
	 Inventories                                         6,593          (3,520)      12,826           5,826
	 Prepaid expenses and other                         (1,140)           (936)       3,941          (2,011)
	 Accounts payable                                   17,134          18,861        9,970           1,562
	 Accrued expenses                                  (13,187)         10,304        9,923          (2,356)
							  -----------      ----------   ----------      ----------                       

	   Net cash provided by operating activities        18,407          37,161       66,479          55,519
							  -----------      ----------   ----------      ----------
INVESTING ACTIVITIES:
  Capital expenditures                                     (71,808)        (36,951)     (24,099)        (30,011)
  Proceeds from sale of property and other assets           16,773           1,069        1,477           2,617
  Purchase of Delchamps, Inc., net of cash acquired                       (204,036)
  Cash paid for dissenting
    former shareholders of Delchamps, Inc.                 (18,956)
  Purchase of investments in debt securities                                                            (23,026)
  Maturities of investments in debt securities                                 738          337          46,301
							  -----------      ----------   ----------      ----------                       
  Net cash used in investing activities                    (73,991)       (239,180)     (22,285)         (4,219)

							  -----------      ----------   ----------      ----------                       
FINANCING ACTIVITIES:
  Proceeds from issuance of long-term debt                 172,613         249,831                      239,059
  Proceeds from issuance of stock and warrants                  21                                       35,840
  Redemption of common stock                                                                           (286,824)
  Payments on long-term debt                              (105,373)        (22,463)     (31,059)        (38,412)
  Debt issue costs                                                         (24,852)                      (8,214)
  Payments on capital lease obligations                     (5,620)         (2,939)      (4,385)         (5,355)
  Dividends paid                                                                                         (1,877)
							  -----------      ----------   ----------      ----------                     
	   Net cash provided by (used in)
	     financing activities                           61,641         199,577      (35,444)        (65,783)
							  -----------      ----------   ----------      ----------                       

INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                           6,057         (2,442)        8,750         (14,483)

CASH AND CASH EQUIVALENTS:
  Beginning of period                                       11,984         14,426         5,676          20,159
							  -----------      ----------   ----------      ----------                       

  End of period                                           $ 18,041       $ 11,984      $ 14,426       $   5,676
							  ===========      ==========   ==========      ==========                      

										  (Continued)
</TABLE>



JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
										     

<TABLE>
<CAPTION>
											     Year Ended
							  Year            35 Weeks       ___________________
							Ended Jan-       Ended Jan-      May 3,    April 27,
							uary 2, 1999    uary 3, 1998     1997        1996
<S>                                                     <C>             <C>              <C>       <C>
NON-CASH INVESTING AND FINANCING
  ACTIVITIES:
  Purchase of Delchamps, Inc. - portion unpaid
    and payable to dissenting shareholders                                $ 26,637
									  ==========
  Accrued direct acquisition costs of Delchamps, Inc.                     $  5,704
  Capital lease obligations incurred                       $  6,181                    $  3,538   $  7,971
  Preferred stock issued during Recapitalization:          ==========                  =========  =========  
    in exchange for receivables and common stock                                                  $    184  
    settlement of deferred compensation obligation                                                     712
    in redemption of common stock                                                                   27,446
  Common stock issued during Recapitalization:
    in exchange for notes receivable                                                                   176
    in redemption of common stock                                                                      588
												  ==========
												   $29,106
												  ==========
SUPPLEMENTAL DISCLOSURES:
  Cash paid for interest                                    $ 66,782      $ 21,021     $ 35,902    $12,915
							    =========     =========    =========   =========
  Cash paid (received) for
     income taxes, net                                      $ (2,397)     $  4,799     $ (1,521)   $ 7,700
							    =========     =========    =========   =========

See notes to consolidated financial statements.                                        (Concluded)

</TABLE>


JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JANUARY 2, 1999, THIRTY-FIVE WEEKS ENDED JANUARY 3, 1998,
AND THE YEARS ENDED MAY 3, 1997 AND APRIL 27, 1996
(Dollars in Thousands Except Per Share Amounts)
____________________________________________________________________

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

	a.   Nature of Operations and Basis of Presentation  -  
	     The Company operates retail supermarkets in six 
	     southeastern states primarily using distribution centers 
	     located in Jackson, Mississippi.  Supermarkets are 
	     operated in various formats and sizes (conventional, 
	     combination food and drugs and discount) and in 
	     certain locations include retail gasoline stations.  
	     Accordingly, the Company operates in one business 
	     segment.
	     
	     
<PAGE>             
	     
	     The consolidated financial statements include those 
	     of Jitney-Jungle Stores of America, Inc. and its 
	     wholly-owned subsidiaries, Delchamps, Inc., 
	     Southern Jitney Jungle Company, Interstate Jitney 
	     Jungle Stores, Inc., McCarty-Holman Co., Inc. and 
	     subsidiary, and Jitney Jungle Bakery, Inc.  All 
	     material intercompany profits, transactions and 
	     balances have been eliminated.  

	b.   Use of Estimates  -  The consolidated financial 
	     statements are prepared in conformity with generally 
	     accepted accounting principles which require 
	     management to make estimates and assumptions that 
	     affect the reported amounts of assets and liabilities 
	     and disclosure of contingent assets and liabilities at 
	     the date of the financial statements and the reported 
	     amounts of revenues and expenses during the 
	     reporting period.  Actual results could differ from 
	     those estimates.
	
	c.   Inventories  -  Substantially all inventories are stated 
	     at the lower of cost (using the last-in, first-out method) 
	     or market.

	d.   Capitalization, Depreciation and Amortization  -  
	     The cost of property, fixtures, equipment and 
	     improvements is depreciated and amortized by the 
	     straight-line method over the estimated useful lives of 
	     the assets.  The estimated useful lives of buildings 
	     range up to forty years and the estimated useful life of 
	     fixtures and equipment is eight years.  Assets under 
	     capital leases are recorded at the lower of fair value or 
	     the present value of future minimum lease payments.  
	     Assets under capital lease and leasehold 
	     improvements are amortized by the straight-line 
	     method over their primary lease term.  License and 
	     franchise rights are amortized by the straight-line 
	     method over twenty years.  Debt issue costs are 
	     amortized over the life of the related debt by the 
	     interest method.  At each balance sheet date the 
	     Company evaluates the recoverability of property, 
	     equipment and other long-term assets based upon 
	     expectations of nondiscounted cash flows and 
	     operating income.
	     
	e.   Goodwill - Goodwill relates primarily to the excess of 
	     purchase price over fair value of net assets acquired in 
	     the acquisition of Delchamps, Inc. and is being 
	     amortized over 40 years by the straight-line method. 
	     
	f.   Store Opening/Closing Costs  -  Non-capital 
	     expenditures incurred for new or remodeled retail 
	     stores are expensed as incurred.  When a store is 
	     closed, the remaining investment in fixtures and 
	     leasehold improvements, net of expected salvage, is 
	     charged against operations; the present value of any 
	     remaining lease liability, net of expected sublease 
	     recovery, is also expensed.
	     
	g.   Advertising  -  The Company expenses all advertising 
	     expenditures as incurred.  Advertising expenses for 
	     the fiscal year ended January 2, 1999, the thirty five 
	     weeks ended January 3, 1998 and the fiscal years ended 
	     in 1997 and 1996 were $5,974, $9,340, $4,952 and 
	     $6,180, respectively.
	     
	h.   Income Taxes  -  Deferred tax liabilities and assets are 
	     determined based on the differences between the 
	     financial statement and tax bases of assets and 
	     liabilities using enacted tax rates in effect in the years 
	     in which the differences are expected to reverse.
	     
	i.   Cash Equivalents  -  For purposes of reporting cash 
	     flows, cash equivalents include investments with 
	     maturities of three months or less when purchased.

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

	k.   Accounting Standard to be Adopted in the 
	     Future  -  In June 1998, the FASB issued SFAS 133, 
	     "Accounting for Derivative Instruments and Hedging 
	     Activities," effective for fiscal years beginning after 
	     June 15, 1999.  SFAS 133 requires, among other 
	     things, that derivatives be recorded on the balance 
	     sheets at fair value.  Changes in the fair value of 
	     derivatives may, depending on circumstances, be 
	     recognized in operations or deferred as a component of 
	     shareholders' deficit until a hedged transaction occurs. 
	     The Company has not determined what impact, if 
	     any, the adoption of SFAS 133 will have on its 
	     financial position or results of operations.
	     
	l.   Reclassifications  -  Certain reclassifications have been 
	     made in the consolidated financial statements of prior 
	     periods to conform to the method of presentation used in 
	     the current year.       
		
2.      TRANSITIONAL PERIOD FINANCIAL DATA

	In September 1997, the Company elected to change its 
	fiscal year end from the Saturday nearest April 30 to the 
	Saturday nearest December 31. The change of fiscal year 
	resulted in a transition period of thirty-five weeks 
	beginning May 4, 1997 and ending January 3, 1998.  The 
	fiscal years ended January 2, 1999 (fiscal 1998) and April 
	27, 1996 include the operations of fifty-two weeks and the 
	fiscal year ended May 3, 1997 includes the operations of 
	fifty-three weeks.  Unless otherwise indicated, reference to 
	a fiscal year or period of the Company refers to the calendar 
	year in which such fiscal year or period commences.

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

<S>                                               <C>
Net sales                                         $ 832,905
Cost of sales                                       637,296
Direct store expense                                128,908
Warehouse, administrative and general expense        39,953
Interest expense, net                                26,185
						   ----------
Earnings before income taxes                            563
Income taxes                                            210
						   ----------
Net Earnings                                      $     353

Loss per common share                             $  (11.26)

</TABLE>




3.      DELCHAMPS ACQUISITION 

	On September 12, 1997, Delta Acquisition Corporation ("DAC"), 
	a wholly-owned subsidiary of the Company, completed an all 
	cash tender offer for shares of Delchamps, Inc. ("Delchamps"), an 
	Alabama corporation, and accepted for payment approximately 
	75% of such shares.  On November 4, 1997, DAC was merged 
	with and into Delchamps.  Delchamps was the surviving 
	corporation and became a wholly-owned subsidiary of the 
	Company.  Delchamps is engaged in the business of retail food 
	distribution through supermarkets located in Alabama, Florida, 
	Louisiana, and Mississippi.  The acquisition was accounted for by 
	the purchase method of accounting.  An affiliate of the 
	Company's majority shareholder was paid fees of approximately 
	$4,000 for services rendered in connection with the acquisition, 
	including the arranging of financing.
	
	Holders of certain Delchamps shares dissented from the 
	merger and indicated their intent to pursue their legal 
	remedy under Alabama law.  At January 3, 1998, the 
	Company had recorded a liability of $26,637, representing 
	approximately 888,000 shares at a purchase price of $30 
	per share.  At January 2, 1999, the liability had 
	been reduced to $7,624 as a result of payments 
	in 1998 to former shareholders upon surrender of their 
	shares and $13,800 deposited in 1998 with the clerk of court 
	of the Circuit Court of Mobile County, Alabama, for 
	689,884 shares at $20 per share held by former shareholders 
	purporting to exercise dissenters' rights under Alabama law. 
	Any final determination of a fair value of more or less than 
	$30 per share will result in an adjustment of the purchase 
	price of Delchamps and be reflected as an increase or 
	decrease to goodwill.  Management of 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.
	
	The ultimate purchase price, net of cash acquired of $84 and 
	including direct acquisition costs, has been allocated to the 
	assets acquired and liabilities assumed based upon the fair 
	values at the date of acquisition, as follows:
	
 
<PAGE>


<PAGE>
<TABLE>
<CAPTION>

<S>                                              <C>
Receivables and other current assets             $  12,569
Inventories                                        101,199
Property, equipment and leasehold improvement      116,431
Deferred income tax assets                          10,428
Other assets                                         2,106
Goodwill                                           135,454
Accounts payable and accrued expenses              (74,643)
Notes payable and long-term debt, immediately      (14,463)
Capital lease obligations                          (10,794)
Restructuring obligation                           (41,967)
						 -----------
Purchase price                                   $ 236,320
						 ===========

</TABLE>


	Certain long-term lease obligations for closed Delchamps 
	stores (included in restructuring obligation) were initially 
	recorded on an undiscounted basis at date of acquisition in 
	1997 and were adjusted in 1998 to their net present value.  
	This 1998 adjustment resulted in a decrease in the 
	restructuring obligation, deferred income tax assets and 
	goodwill of $13,439, $5,040 and $8,399, respectively.  The 
	impact of recording these lease obligations at net present 
	value was not material to the 35 weeks ended January 3, 
	1998, therefore, no change was made to the net loss for that 
	35-week period. 
	
	Cost of sales for fiscal 1998 also includes $2,070 of excess
	shrink associated with the Delchamps acquisition.
	
	The results of operations of Delchamps have only been 
	included in the Company's consolidated financial 
	statements subsequent to September 12, 1997.  The 
	following unaudited pro forma information presents a 
	summary of consolidated results of operations of the 
	Company and Delchamps as if the acquisition had occurred 
	at the beginning of the periods presented.
	
<PAGE>                                     
<TABLE>
<CAPTION>

				     
				     35 Weeks     Year Ended
				    Ended Jan-      May 3,
				   uary 3, 1998      1997

<S>                               <C>             <C>
Net sales                         $ 1,434,059     $ 2,159,542
Cost of sales                       1,071,595       1,596,277
Expenses, net of interest             324,792         492,250
Interest expense, net                  42,945          67,816
Income tax benefit                       (130)          2,994
				  -------------   ------------

Net earnings (loss)               $    (5,143)    $        205
				  =============   ============

Loss per common share             $    (25.18)    $     (17.53)
				  =============   ============

</TABLE>


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


	In connection with the Delchamps acquisition, the 
	Company recorded a restructuring obligation relating to 
	(i) stores closed by Delchamps prior to the acquisition; 
	(ii) Delchamps stores to be closed after the acquisition 
	because of unprofitability; (iii) Company and 
	Delchamps stores required to be divested under a 
	consent decree with the Federal Trade Commission; (iv) 
	closure of the Delchamps headquarters in Mobile, 
	Alabama; and (v) closure of the Delchamps warehouse 
	facility in Hammond, Louisiana.  This obligation 
	consisted principally of the present value of future 
	rental payments for closed locations, severance costs, 
	anticipated loss on divestiture of fixed assets, and other 
	miscellaneous items.

	Of the total restructuring costs, $41,967 was recorded 
	as goodwill as part of the purchase price allocation in 
	the Delchamps acquisition and $599 was included as 
	acquisition integration costs and other special charges 
	in the statement of operations for the 35 weeks ended 
	January 3, 1998.
	
	A rollforward of the restructuring obligation is as 
	follows:
 
<TABLE>                           
<CAPTION>
			   
			   
			   
			   
			      Activity During 35 Weeks                 Activity During Year
			       Ended January 3, 1998                   Ended January 2, 1999
			     __________________________               _______________________
									 Net
							 Balance at   Adjustment                   Balance at
					      1997        January 3,    Against     Payments        January 2,
			      Initial       Payments         1998      Goodwill     and Other          1999

<S>                          <C>           <C>           <C>         <C>          <C>              <C>  
Stores to be closed          $   47,812    $     (771)   $   47,041  $  (10,848)  $    (4,156)  a  $   32,037
Severance                         1,591                       1,591        (204)       (1,387)
Fixed assets losses                 474                         474                      (474)
Other                             7,008          (599)        6,409        (746)       (5,413)            250
			      _________     _________     _________   _________    __________       _________
			     $   56,885    $   (1,370)   $   55,515  $  (11,798)  $   (11,430)     $   32,287
			      =========     =========     =========   =========    ==========       =========

a  Net of accretion of interest of $2,181.
b  Includes $2,521 of lease obligations relating to Jitney-Jungle Stores.



</TABLE>
	

4.      RECAPITALIZATION

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

	The Recapitalization was accounted for by a charge to 
	equity of $312,571 to reflect the redemption of common 
	stock of the Company outstanding immediately prior to the 
	Recapitalization.  A closing fee of $4,000 was paid to the 
	Fund Manager in connection with the Recapitalization.
	
	Prior to the Recapitalization JJAC issued 425,000 shares of 
	common stock for an aggregate of  $6,500, issued an 
	aggregate of $22,500 in liquidation preference of Class A 
	Preferred Stock, issued $10,000 in liquidation preference of 
	Class C Preferred Stock, and issued warrants to purchase 
	75,000 shares of common stock to the then holder (along 
	with related investors) of 100% of the Class A Preferred 
	Stock and 15% of the Class C Preferred Stock.  The 
	Company issued $27,446 in liquidation preference of Class 
	B Preferred Stock as part of the consideration to 
	shareholders at the time of the Recapitalization. In the 
	Recapitalization the common stock, Class A Preferred 
	Stock, and Class C Preferred Stock issued by JJAC were 
	converted into like shares of the Company and the 
	Company assumed the obligations of JJAC under the 
	warrants.
	
5.      INVENTORIES

	Had the cost for all inventories been determined on the 
	first-in, first-out method, inventories would have been 
	higher by approximately $15,950 at January 2, 1999 and 
	$16,497 at January 3, 1998 (resulting in a LIFO credit
	of 547 for the year ended January 2, 1999).  LIFO 
	liquidations resulted in an increase in net earnings 
	of $708 and $148 in the 35 
	
	
<PAGE>        
	
	weeks ended January 3, 1998 and the fiscal year ended May 
	3, 1997, respectively.  The effect on net earnings of LIFO 
	liquidations in fiscal years ended January 2, 1999 and April 
	27, 1996 was not material.
	
6.      OTHER ASSETS

	Other assets, net of accumulated amortization of $6,383 
	(1998) and $6,862 (1997), consisted of the following:
	
					   
<PAGE>                                           
<TABLE>
<CAPTION>
					  
					   
					   January 2,     January 3,
					      1999           1998

<S>                                       <C>             <C>
Debt issue costs                          $ 24,317        $ 27,770
License and franchise rights                   923           1,749
Other                                        1,717           2,718
					  ----------      ----------

	   Total                          $ 26,957        $ 32,237
					  ==========      ==========

</TABLE>





7.      PROPERTY UNDER CAPITAL LEASES AND LEASE COMMITMENTS


<PAGE>                                                
<TABLE>
<CAPTION>
						
						
						January 2,  January 3, 
						   1999       1998     
<S>                                             <C>         <C>
Store property                                  $ 78,598    $ 85,826
Equipment                                          5,078       3,169 
Less accumulated depreciation                    (35,114)    (34,925)
					       -----------  -----------
						
						$ 48,562    $ 54,070
					       ===========  ===========


</TABLE>
 


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

	The future minimum rental commitments for capital leases 
	and noncancellable operating leases as of January 2, 1999, 
	were as follows:
	

<PAGE>                                                             
<TABLE>
<CAPTION>
							     
							     
							     Capital     Operating
							      Leases        Leases
<S>                                                          <C>          <C>
1999                                                         $ 15,819     $ 53,928
2000                                                           15,393       49,754
2001                                                           13,917       46,882
2002                                                           13,051       46,094
2003                                                           11,937       44,199 
Remaining balance                                              67,337      234,458 
							     ----------   --------
							     
       Total minimum lease commitments                       $137,454     $475,315  
       less amount representing estimated executory costs                 =========
       (taxes, maintenance and insurance)                       2,869
							     ----------
Net minimum lease commitments                                 134,454
Less amount representing imputed interest                      65,860
							     ----------
Present value of minimum lease commitments                     68,724
Current portion of obligations under capital                    5,789
							     ----------
Obligations under capitalized leases, less current 
  installments                                               $ 62,935
							     ==========

</TABLE>





	Minimum rental commitments have not been reduced by 
	minimum sublease rentals of  $702 applicable to capital 
	leases and $585 applicable to operating leases due in the 
	future under noncancellable subleases. 
	
	The following schedule shows the composition of total 
	rental expense for all operating leases:
	
<PAGE>                              
<TABLE>
<CAPTION>
			      
							      Year Ended
			      Year         35 Weeks     _____________________
			   Ended Jan      -Ended Jan-    May 3,     April 27,
			   uary 2, 1999   uary 3, 19      1997       1996
<S>                        <C>            <C>            <C>        <C>
Minimum rentals             $ 60,339      $ 17,612      $ 10,717    $ 10,211
Contingent rentals               329           230           325         346
Sublease rentals                (974)         (262)         (288)       (219)
			    ----------    -----------   ----------  --------

			    $ 59,694      $ 17,580      $ 10,754    $ 10,338
			    ==========    ===========   ==========  ========
</TABLE>


	Rents, paid to entities partially owned by certain 
	directors and stockholders of the Company under 
	long-term lease commitments were as follows:
	
<PAGE>                                 
<TABLE>
<CAPTION>

								   Year Ended
				 Year           35 Weeks      ______________________
			       Ended Jan-      Ended Jan-       May 3,     April 27,
			       uary 2, 1999    uary 3, 1998     1997        1996

<S>                            <C>             <C>            <C>         <C> 
Capital leases                 $  1,295         $  1,999      $ 3,062     $  3,017
Operating leases                    338              369          331          334
			       ---------        ---------     ---------   ---------
			       $  1,633         $  2,368      $ 3,393     $  3,351
			       =========        =========     =========   =========

</TABLE>


	Obligations under capital leases to such affiliated entities 
	were $1,902 at January 2, 1999 and $11,639 at January 3, 
	1998.  Management believes that these leases were entered 
	

<PAGE>        
	
	into on an arm's length basis on terms that are no less 
	favorable to the Company than could have been obtained 
	with non-affiliated parties.
	
8.      LONG-TERM DEBT

	Long-term debt consisted of the following:

<PAGE>                                            
<TABLE>
<CAPTION>
					    
					    January 2,   January 3,    
					      1999         1998        
<S>                                         <C>           <C>
Senior Notes                                $200,000      $200,000
Senior Subordinated Notes                    200,000       200,000
Senior Credit Facility                       112,950        49,831  
Other                                          4,121
					    ---------     --------
Long-term debt                              $517,071      $449,831
					    =========     ========


</TABLE>




	Aggregate maturities of long-term debt for the fiscal years 
	following January 2, 1999 are as follows:

<PAGE>
<TABLE>
<CAPTION>

<S>                            <C>
2003                           $   4,121
2004                             112,950
2006                             200,000
2007                             200,000
			       -----------

				 517,071
			       ===========

</TABLE>
 


	In September 1997 the Company issued $200,000 of 
	unsecured Senior Subordinated Notes which mature in 
	September 2007 and accrue interest at the rate of 10 3/8% 
	per annum payable semi-annually.  The proceeds from 
	issuance of the Senior Subordinated Notes were used to 
	fund a portion of the Delchamps acquisition consideration 
	(see Note 3).  The Senior Subordinated Notes are 
	subordinated in right of payment to the Senior Notes and 
	the Senior Credit Facility.  Except under certain conditions, 
	the Senior Subordinated Notes are not redeemable at the 
	Company's option prior to September 15, 2002.  Thereafter, 
	the Senior Subordinated Notes are subject to redemption at 
	the option of the Company at 105.188% of principal 
	amount if redeemed during the twelve-month period 
	beginning September 15, 2002 decreasing to 100% of the 
	principal amount if redeemed during the twelve-month 
	period beginning September 15, 2005 and thereafter plus 
	accrued and unpaid interest thereon.
	
	In March 1996 the Company issued $200,000 of unsecured 
	Senior Notes which mature on March 1, 2006 and accrue 
	interest at the rate of 12% per annum payable semi-
	annually.  The proceeds from issuance of the Senior Notes 
	were used to fund a portion of the Recapitalization 
	consideration (see Note 4).  Except under certain 
	conditions, the Senior Notes are not redeemable at the 
	Company's option prior to March 1, 2001.  Thereafter, the 
	Senior Notes are subject to redemption at the option of the 
	Company at 106% of principal amount if redeemed during 
	the twelve-month period beginning March 1, 2001 
	decreasing to 100% of the principal amount if redeemed 
	during the twelve-month period beginning March 1, 2004 
	and thereafter plus accrued and unpaid interest thereon.
	

<PAGE>        
	
	In the event of a change of control as defined in the 
	Indenture, holders of Senior Notes and the Senior 
	Subordinated Notes have the right to require the Company 
	to repurchase all or any part of such holder's notes at a price 
	in cash equal to 101% of the aggregate principal amount 
	thereof plus accrued and unpaid interest thereon.
	
	The Company entered into a revolving credit agreement in 
	March 1996 with several banks which provided a $100,000 
	Credit Facility and subsequently, in September 1997 and 
	March 1999, the Company amended and restated the 
	agreement to provide, respectively, a $150,000 and 
	$162,300 Senior Credit Facility.  The Credit Facility and 
	the Senior Credit Facility were used to finance a portion of 
	the Delchamps acquisition and the Recapitalization 
	consideration, to refinance certain indebtedness, and to 
	provide for working capital requirements.  The 
	commitments under the Senior Credit Facility will 
	terminate and all loans outstanding thereunder will be 
	required to be repaid in full in March 2004.  Prior to March 
	1999 borrowings under the Senior Credit Facility, including 
	revolving loans and up to $30,000 in letters of credit, could 
	not exceed to the lesser of (i) the "total commitment" which 
	initially was $150,000 and (ii) an amount equal to the sum 
	of (a) up to 65% of eligible inventory of the Company 
	(valued at the lesser of FIFO cost or market value) and (b) 
	the "supplemental availability" which initially was $53,000 
	and had been reduced to $50,500 at January 2, 1999.  The 
	total commitment and the supplemental availability began 
	reducing on a quarterly basis in September 1998. The 
	interest rates on borrowings under the Senior Credit Facility 
	are, at the Company's option, a function of the bank's 
	prime rate or LIBOR.  The weighted average interest rate of 
	loans under the Senior Credit Facility was 8.05% at January 
	2, 1999 and 8.89% at January 3, 1998.  The agreement 
	requires the Company to pay a facility fee at an annual rate 
	of .50% of the unused amount available under the Senior 
	Credit Facility.  Letters of credit aggregating  $11,331 at 
	January 2, 1999 and $7,461 at January 3, 1998 were 
	outstanding under the Senior Credit Facility.
	
	Effective March 1999 the Senior Credit Facility was 
	amended to provide that, among other things (i) the total 
	commitment be increased to $162.3 million and no longer 
	be reduced by the amortized amount of the supplemental 
	availability and (ii) the "borrowing base" be increased from 
	65% to 70% of eligible inventory for the periods March 1, 
	1999 through April 30, 1999 and September 1, 1999 
	through October 31, 1999.  In April, 1999, certain financial 
	covenants were amended.
	
	The Senior Notes and Senior Subordinated Notes are 
	guaranteed on a full, unconditional and joint and several 
	basis by each of the Company's subsidiaries.  The Senior 
	Credit Facility is guaranteed by each of the Company's 
	subsidiaries.  In addition, obligations under the Senior 
	Credit Facility are secured by a first lien on all of the 
	Company's and its subsidiaries' assets.
	
	The Senior Credit Facility and the Indenture pursuant to 
	which the Senior Notes and Senior Subordinated Notes 
	were issued contain numerous covenants which, among 
	other things, restrict or limit the incurrence of indebtedness, 
	payments of dividends and distributions, and capital 
	expenditures.  The Senior Credit Facility also contains 
	numerous financial covenants, the more significant of 
	which relate to leverage ratio, interest coverage ratio and 
	cash flows.  As of January 2, 1999 the Company was in 
	compliance with the covenants under its debt agreements.
	
10.     INCOME TAXES

	Income taxes were composed of the following: 
	

<PAGE>
<TABLE>
<CAPTION>
					   
									    Year Ended
					   Year        35 Weeks       _____________________
					Ended Jan-    Ended Jan-      May 3,      April 27,
				       uary 2, 1999  uary 3, 1998      1997          1996
<S>                                    <C>           <C>              <C>
Current provision (benefit)            $ (12,455)     $ (3,157)       $ 3,913      $ 5,619    
Deferred provision (benefit)               6,766          (585)        (3,574)       2,577 
				       -----------    ----------      ---------    --------
	  Total                        $  (5,689)     $ (3,742)       $   339      $ 8,196     
				       
				       ===========    ==========      =========    ========
</TABLE>





	The income tax provision (benefit) varied from the federal 
	statutory rate of 35% as follows:

<PAGE>                                                      
<TABLE>
<CAPTION>

											 Year Ended
						      Year           35 Weeks        ___________________
						   Ended Jan-       Ended Jan-       May 3,    April 27,
						   uary 2, 1999     uary 3, 1998      1997        1996
<S>                                                <C>              <C>              <C>         <C>
Federal tax (benefit) at statutory rate             $(11,800)        $(5,081)        $ 3,913     $ 7,929
State income taxes, net of federal tax effect           (789)           (291)            (25)        400
Non-deductible amortization                            1,112             574
IRS assessments                                                          428
Valuation allowance and other items                    5,059
Other                                                    729             628             (16)       (133)
						    ----------       ---------       ---------  ---------  
Income tax provision (benefit)                      $ (5,689)        $(3,742)        $   339     $ 8,196
						    ==========       =========       =========  =========


</TABLE>
 


	The sources of temporary differences and the related 
	deferred income tax effects were as follows:
 
 
<PAGE>
<TABLE>
<CAPTION>
						    
						    January 2,      January 3,      
						       1999            1998          
<S>                                                 <C>             <C>
Current Deferred Tax Assets (Liabilities):
  Inventories                                          (7,835)        (4,445)        
  Restructuring obligation                              3,449          5,433
  Accrued compensation and benefits                     1,264          1,697            
  Deferred income                                       3,068          1,303         
  Accrued insurance claims                              1,038          6,766        
  Other                                                   356          4,927            
  Valuation allowance                                  (1,340)
						       -------        ------           
	   Total                                            0         15,681          
						       =======        ======    
Noncurrent Deferred Tax (Assets) Liabilities:
  Property and equipment                               26,764         25,310         
  Net operating loss carryover                        (11,410)
  Restructuring obligation                             (8,098)       (15,447)
  Capital leases                                       (8,106)        (6,069)        
  Other                                                  (905)            81           
  Valuation allowance                                   1,755
						       -------        -------
	   Total                                            0          3,875         
						       =======        =======
</TABLE>




	Operating losses for the year ended January 2, 1999 resulted 
	in a net operating loss carryover for income tax purposes of 
	$32,390 which expires in 2013.  Refundable income taxes 
	of $16,862 at January 2, 1999 represent the carryback of net 
	operating losses.  Refundable income taxes of $5,663 at 
	January 3, 1998 represent an overpayment of estimated 
	taxes. 
	
	The Company has been notified by the Internal Revenue 
	Service of the intent to examine the Company's income tax 
	return for each of its three fiscal tax years in the period 
	ended May 2, 1998.  

11.     CAPITAL STOCK

	Preferred Stock
	
	Preferred stock consisted of the following:
	
<PAGE>                                                   
<TABLE>
<CAPTION>
						   
						   
						   January 2, 1999             January 3, 1998          
		   Dividend      Outstanding      Liquidation     Carrying    Liquidation   Carrying   
   Class             Rate          Shares         Preference       Amount     Preference     Amount  
<S>                  <C>           <C>           <C>            <C>          <C>             <C>

  A                  15%            225,000      34,141         32,314       29,479          27,444     
  B                  10%            274,460      35,996         35,996       32,740          32,740     
  C - Series 2       10%             23,958       3,142          3,142        2,858           2,858      
  0                                              -------        -------      -------         -------

    Total Mandatorily Redeemable                 73,279         71,452       65,077          63,042     
						 =======        =======      =======         =======
  C - Series 1       10%             76,042       9,973          9,973        9,071           9,071     

</TABLE>





<PAGE>


	The excess of liquidation preference over the carrying 
	amount of the Class A Preferred Stock is being accreted by 
	periodic charges to retained earnings to the mandatory 
	redemption date.
	
	Dividends on Class A Preferred Stock are payable quarterly. 
	Through March 2001, such dividends are payable, at the 
	Company's option, either by cumulation to liquidation 
	preference or in cash and thereafter are payable in cash.  
	Dividends on Class B Preferred Stock and Class C 
	Preferred Stock cumulate on a compounding basis until 
	paid.  Cumulative dividends not declared or paid on 
	preferred shares aggregated $23,306 at January 2, 1999.
	
	The Class A Preferred Stock is redeemable at the 
	Company's option, (i) at any time after March 1, 2001 at a 
	price equal to the then applicable liquidation preference, 
	which would include accrued and unpaid dividends and a 
	prepayment premium or (ii) on or prior to March 1, 1999 
	with the proceeds of a public offering of common stock at a 
	price per share equal to 114% of the then applicable 
	liquidation preference, which would include accrued and 
	unpaid dividends thereon.  All of the Class A Preferred 
	Stock is required to be redeemed on or before March, 2008 
	at a price per share equal to the then applicable liquidation 
	preference, which would include accrued and unpaid 
	dividends thereon. 
	
	The Class B Preferred Stock and Class C Preferred Stock, 
	Series 2, are redeemable at the Company's option at any 
	time, in whole or in part, at a price per share equal to the 
	then applicable liquidation preference, which would include 
	accrued and unpaid dividends.  All of the Class B Preferred 
	Stock and all of the Class C Preferred Stock, Series 2, are 
	required to be redeemed in March, 2010 and March, 2011, 
	respectively, at a price per share equal to the then applicable 
	liquidation preference, which would include accrued and 
	unpaid dividends.  The Class C Preferred Stock, Series 1, is 
	not redeemable by the Company at any time.
	
	Upon a change in control, the Company is required to offer 
	to repurchase all shares of the Class A Preferred Stock at 
	101% of the then applicable liquidation preference, which 
	would include accrued and unpaid dividends and all shares 
	of Class B Preferred Stock and all shares of Class C 
	Preferred Stock, Series 1 and Series 2, at 100% of the 
	liquidation preference thereof, which would include accrued 
	and unpaid dividends thereon.  In addition, the Company is 
	required to offer to apply, subject to certain limitations, net 
	proceeds raised through a primary issuance of securities 
	junior to Class B Preferred Stock to repurchase shares of 
	Class B Preferred Stock.
	
	Except as required by law and with respect to certain 
	specified matters, Class A Preferred Stock has no voting 
	rights.  Neither the Class B Preferred Stock nor the Class C 
	Preferred Stock has any voting rights, except as required by 
	law.
	
	The Class A Preferred Stock is exchangeable (with 
	cumulated dividends) at the Company's option, in whole 
	but not in part, for subordinated exchange debentures of the 
	Company.  The exchange debentures will pay interest from 
	the date of the exchange at the rate of 15% per annum, 
	consisting of, at the Company's option, additional exchange 
	debentures or cash on or prior to March 2001 and cash 
	thereafter.  The exchange debentures will mature in March 
	2008.
	
	Class A Preferred Stock ranks senior to Class B Preferred 
	Stock and Class C Preferred Stock in right of payment of 
	cash dividends, liquidation preference and redemption (both 
	mandatory and optional).  The Class C Preferred Stock 
	ranks junior to the Class B Preferred Stock in right of such 
	cash payments.
	

<PAGE>

	The Senior Credit Facility and the Indenture (See Note 8) 
	restrict the Company's ability to pay cash dividends, 
	exchange Class A Preferred Stock for exchange debentures 
	and redeem or repurchase Class A Preferred Stock, Class B 
	Preferred Stock, Class C Preferred Stock and exchange 
	debentures.
	
	Warrants

	Warrants to purchase 75,000 shares of common stock were 
	issued in conjunction with the Recapitalization (See Note 4) 
	and were outstanding as of January 2, 1999 and January 3, 
	1998.  The warrants were recorded at fair value of $881 at 
	date of issue.  The warrants have an exercise price of $.01 
	per share and will expire in 2008.
	
	
12.     STOCK OPTION PLAN

	During the 35 weeks ended January 3, 1998, the Company 
	adopted the Jitney-Jungle Stores of America, Inc. 1997 
	Stock Plan (the "1997 Plan").  The 1997 Plan authorizes 
	grants of stock options covering 50,000 shares of the 
	Company's common stock.  Grants under the 1997 Plan 
	may take the form of incentive or non-qualified stock 
	options and vest one-third each year.  With certain 
	exceptions, the options are granted for a term of ten years.  
	Grants under the 1997 Plan are made at a price that is not 
	less than the fair market value as determined by the Board 
	of Directors or a Committee of the Board at the effective 
	date of grant.


<PAGE>

	The following is a summary of the stock option activity:        
 
<PAGE>                                        
<TABLE>
<CAPTION>
					
					
					Options        Weighted Average
				       Outstanding     Exercise Price
<S>                                    <C>               <C>
Balance at May 3, 1997                               
Granted                                   37,660         $ 98.57
					----------                
Balance at January 3, 1998                37,660           98.57
Exercised                                   (280)          74.80
Cancelled                                 (1,845)          74.80
					----------     
					
Balance at January 2, 1999                35,535         $ 99.99
					==========
</TABLE>




	The following table summarizes information about stock 
	options outstanding at January 2, 1999:
 
<PAGE>                              
<TABLE>
<CAPTION>
			      
			      Options         Weighted Average       Weighted Average
     Exercise Range         Outstanding   Remaining Contractual Life Exercise Price
<S>                            <C>                 <C>                 <C>
$62.50 - $72.50                16,000              8.09                $   71.69
$124.00                        19,535              8.91                $  124.00
			      --------
			       35,535
			      ========


</TABLE>



			
	At January 2, 1999, and January 3, 1998, options covering 12,812 
	shares and 1,533 were exercisable at a weighted average price of 
	$97.17 per share and $62.50 per share, respectively.
	
	Statement of Financial Accounting Standards No. 123, 
	"Accounting for Stock-Based Compensation" ("SFAS No. 
	123") encourages, but does not require, companies to record 
	compensation cost for stock-based employee compensation 
	plans at fair value.  The Company has chosen to adopt the 
	disclosure-only provisions of SFAS No. 123 and to 
	continue to account for stock-based compensation using the 
	intrinsic value method prescribed in Accounting Principles 
	Board Opinion No. 25, "Accounting for Stock Issued to 
	Employees," and its related interpretations.  Accordingly, 
	no compensation cost has been recognized for the stock 
	options granted under the various stock option plans to 
	associates and directors.  Had compensation cost for the 
	Company's stock option plans been determined based on 
	the fair value on the date of grant consistent with the 
	provisions of SFAS No. 123, the Company's net loss and 
	loss per share would have been reduced to the pro forma 
	amounts indicated below for loss in the periods ended 
	January 2, 1999 and January 3, 1998, as follows:
	
<PAGE>                                
<TABLE>
<CAPTION>
			      
				
				1998           1997
<S>                           <C>            <C>                             
Net loss, as reported         (30,181)       (10,777)
Pro forma net loss            (30,397)       (10,870)
Loss per share, as reported    (92.92)        (38.44)
Pro forma per share            (93.42)        (38.66)


</TABLE>


<PAGE>

	The Company estimated the fair value of stock options 
	granted in 1997 using the Black-Scholes method and the 
	following assumptions:

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


</TABLE>


	Based on the results of the computations, the weighted-
	average fair value per option on the date of grant was 
	$30.48 in 1997.


13.     EMPLOYEE BENEFIT AND COMPENSATION PLANS

	The Company has a profit-sharing plan covering 
	substantially all employees with one or more years' service. 
	Contributions are made at the discretion of the Board of 
	Directors of the Company. Contribution expense totaled 
	$1,046 in the fiscal year ended January 2, 1999, $1,013 in 
	the 35 weeks ended January 3, 1998 and $1,200 in fiscal 
	years ended in 1998 and 1997.
	
	Prior to March 1996, the Company had a Phantom Stock 
	Plan for certain key officers whereby deferred 
	compensation units (expressed in shares of common stock) 
	were earned to the extent that performance targets 
	(expressed in terms of growth in stockholders' equity) were 
	met.  The amounts payable in accordance with the 
	provisions of the Phantom Stock Plan became fully vested 
	and immediately payable at the time of the Recapitalization 
	(see Note 4).  Effective with the Recapitalization $4,252 
	was paid to the participants and $712 was applied against 
	the purchase price for shares of Class C Preferred Stock 
	acquired by them in connection with the Recapitalization.
	
	The Company has entered into employment contracts with 
	three executive officers that provide for stipulated amounts 
	of annual salary, annual bonus and payments to be made by 
	the Company upon termination of employment.  The 
	agreements are cancelable by either party upon 30 days 
	notice and include one year non-compete agreements.  The 
	three officers have also entered into change of control 
	agreements with the Company that provide for certain 
	lump-sum payments upon a change of control, as defined in 
	the agreements.
	
<PAGE>

14.     ACQUISITION INTEGRATION COSTS AND OTHER SPECIAL CHARGES

	The Company incurred significant costs during the year 
	ended January 2, 1999 as a result of integrating the 
	Delchamps and Jitney-Jungle operations.  As discussed in 
	footnote 3, certain of these costs (principally related to store 
	closures) were allocated to goodwill.  However, other costs 
	attributable to the Delchamps acquisition, including costs 
	incurred in consolidating warehouse operations, 
	remerchandising of Delchamps stores, and training of 
	Delchamps employees have been expensed as acquisition 
	integration costs in accordance with the guidelines set forth 
	in Emercing Issues Task Force (EITF) Releases 94-3 and 
	95-3 ("Recognition of Liabilities in Connection with a 
	Purchase Business Combination").  Acquisition integration 
	costs and other special charges include the following:
	
<TABLE>                                                              
<CAPTION>
							      
								 35 Weeks
						   Year Ended     Ended     Year Ended
						   January 2,   January 3,    May 3,
						      1999        1998        1997


<S>                                                <C>          <C>         <C>       
Acquisition integration costs                      $   17,377
Long-lived asset impairment charges                     3,196
Bridge financing fees in the Delchamps acquisition              $   2,008
Loss on stores to be sold under consent decree            
  with the Federal Trade Commission in the 
  Delachamps acquisition                                  294         599
Delchamps pre-acquisition litigation accruals           1,150
Abandoned transaction costs                             1,030
Severance benefits                                        711         510   $     958
Amounts due former chief executive officer                                      1,779
						   __________   _________   _________
						   $   23,758   $   3,117   $   2,737
						   ==========   =========   =========


</TABLE>

	       

15.     EXTRAORDINARY ITEMS

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

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

<PAGE>
<TABLE>
<CAPTION>

					       
					       
					       Year         35 Weeks     Year Ended
					    Ended Jan-     Ended Jan-     May 3,     April 27,
					    uary 2, 1999   uary 3, 1998     1997        1996
<S>                                            <C>             <C>          <C>         <C> 
Earnings (loss) before extraordinary item      (30,181)        (9,907)         746      15,915
Preferred stock dividends                       (9,312)        (5,560)      (7,655)       (987)
					       ---------      --------     ---------   --------- 
Earnings (loss) attributable to common
  stockholders                                 (39,493)       (15,467)      (6,909)     14,928
					       =========      ========     ========    =========
Weighted average common shares
  outstanding                                  425,035        425,000      425,000      80,321
Warrants                                             0              0            0      10,920
					       ---------      --------     --------    ---------
Weighted average common shares
  outstanding - assuming dilution              425,035        425,000      425,000      91,241
					       =========      ========     ========    =========           

</TABLE>




	Warrants issued in 1995 to purchase 75,000 shares of 
	common stock have not been included in calculations for 
	the year ended January 2, 1999, the 35 weeks ended January 
	3, 1998, and the year ended May 3, 1997 and, for the year 
	ended January 2, 1999 and the 35 weeks ended January 3, 
	1998, unexercised options granted to certain executives and 
	key officers to purchase 35,535 shares of common stock 
	have not been included to calculate the weighted average 
	common shares used in computing earnings (loss) per 
	common share - assuming dilution because to do so would 
	have been antidilutive for those periods.
	
17.     FAIR VALUES OF FINANCIAL INSTRUMENTS

	In accordance with Statement of Financial Accounting 
	Standards (SFAS) No. 107, "Disclosures About Fair Value 
	of Financial Instruments", information is provided about 
	the fair value of certain financial instruments for which it is 
	practicable to estimate that value.  The fair value amounts 
	disclosed represent management's best estimate of fair 
	value.  Certain financial instruments and all nonfinancial 
	instruments are excluded, in accordance with SFAS No. 
	107.  The aggregate fair value amounts presented are not 
	intended to represent the underlying aggregate fair value of 
	the Company.
	
	The estimated fair values are significantly affected by 
	assumptions used, principally the timing of future cash 
	flows, the discount rate, judgments regarding current 
	economic conditions, risk characteristics of various 
	financial instruments and other factors.  Because 
	assumptions are inherently subjective in nature, the 
	estimated fair values cannot be substantiated by comparison 
	to independent quotes and, in many cases, the estimated fair 
	values could not necessarily be realized in an immediate 
	sale or settlement of the instrument.  The following 
	methods and assumptions were used by the Company in 
	estimating fair value disclosures for financial instruments:
	
	Cash and cash equivalents:  The carrying amount 
	reported in the balance sheets approximates fair
	value.  
	
	Receivables, accounts payable and accrued expenses:  
	The carrying amount reported in
	the balance sheets approximates fair value.
	

<PAGE>

	Long-term debt:  The fair value of the Company's Senior 
	Notes and Subordinated Notes is based on quoted market 
	prices.  The interest rates on borrowings under the Senior 
	Credit Facility reset periodically.  Consequently, the 
	carrying value of borrowings under the Senior Credit 
	Facility approximates fair value.
	
	Redeemable preferred stock:  The fair value of 
	redeemable preferred stock is estimated at 
	carrying value as such stock is not traded in the open 
	market and a market price is not readily 
	available.
	
	The carrying amounts and fair values of the Company's 
	financial instruments were as follows:
	
<PAGE>                                      
<TABLE>
<CAPTION>
				      
				      
				      
				      January 2, 1999                   January 3, 1998                
			      Carrying                Fair      Carrying              Fair      
			       Amount                 Value      Amount               Value     
<S>                           <C>                   <C>         <C>                  <C>  
Cash and cash equivalents      18,041                 18,041     11,984               11,984     
Receivables                    45,059                 45,059     19,496               19,496     
Accounts payable              138,087                138,087    112,641              112,641     
Accrued expenses               69,995                 69,995    102,195              102,195    
Long-term debt:
  Senior Notes                200,000                236,900    200,000              237,182    
  Subordinated Notes          200,000                203,792    200,000              210,867
  Senior Credit Facility      112,950                112,950     49,831               49,831      
  Other                         4,121                  3,973
Redeemable preferred stock     71,452                 71,452     63,042               63,042     

</TABLE>




18.     COMMITMENTS AND CONTINGENCIES

	The Company is defendant in certain litigation incurred in 
	the normal course of business.  Management, after 
	consulting legal counsel, is of the opinion that the liability, 
	if any, which may result from this litigation will not have a 
	material adverse effect on the Company's financial position 
	or results of operations.
	
	During 1998, certain of the Company's stores incurred 
	damage as a result of Hurricane Georges.  The Company's 
	property and business interruption loss is covered by 
	insurance.  At January 2, 1999, the Company has accrued 
	remaining amounts due for its property loss but has not yet 
	recognized the business interruption portion of its insurance 
	claim as the ultimate amount of recovery is not presently 
	determinable.
	
	In 1996, the Company entered into a five-year supply 
	agreement, which replaced a previously existing agreement, 
	relating to merchandise purchases for stores located in 
	Memphis, Tennessee and Little Rock and Pine Bluff, 
	Arkansas.
	
	In April 1997, the Company sold the operating assets of its 
	bakery subsidiary for $750 and received $5,250 as 
	consideration for entering into a five-year supply agreement 
	with the purchaser of such operating assets.  The $5,250 is 
	being amortized over the term of the supply agreement.
	
	In connection with the Delchamps acquisition, the 
	Company amended a pre-existing agreement whereby the 
	Fund Manager is entitled to receive $1,000 per year from 
	the Company as a management fee for the performance of 
	strategic and financial planning services.  The amount of 
	the annual management fee may be increased up to one 
	

<PAGE>        

	
	percent of the Company's earnings before interest, income 
	taxes, depreciation, amortization and certain special 
	charges, computed on a quarterly basis.  Management fees 
	for the fiscal year ended January 2, 1999, the 35 weeks 
	ended January 3, 1998 and the fiscal year ended May 3, 
	1997 approximated $1,210, $515 and $1,000, respectively.
	
<PAGE>

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying consolidated balance sheets 
of Jitney-Jungle Stores of America, Inc. and subsidiaries ("the 
Company") as of January 2, 1999 and January 3, 1998 and the 
related consolidated statements of operations, changes in 
stockholders' deficit, and cash flows for the year ended January 
2, 1999, the thirty-five weeks ended January 3, 1998 and for each 
of the two years in the period ended May 3, 1997.  These 
financial statements are the responsibility of the Company's 
management.  Our responsibility is to express an opinion on 
these financial statements based on our audits. 

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

In our opinion, such consolidated financial statements present 
fairly, in all material respects, the financial position of Jitney-
Jungle Stores of America, Inc. and subsidiaries as of January 2, 
1999 and January 3, 1998, and the results of their operations and 
their cash flows for the year ended January 2, 1999, the thirty-
five weeks ended January 3, 1998 and for each of the two years 
in the period ended May 3, 1997, in conformity with generally 
accepted accounting principles.

DELOITTE & TOUCHE LLP
April 19, 1999







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

	There has been no change of accountants or 
reporting disagreements on any matters of accounting 
principle, practice, financial statement disclosure or 
auditing scope or procedure during fiscal 1998, fiscal 
1997 stub, fiscal 1997 and fiscal 1996.




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, General 
							Counsel, and Assistant Secretary
Richard D. Coleman                       44             Executive Vice President, 
							  Chief Financial 
							  Officer 

Directors and Executive Officers (Continued)
_____________________________________________

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"). *


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.*

<PAGE>

	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)
____________________________________________

	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 


<PAGE>


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)
____________________________________________


	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 

<PAGE>

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)
____________________________________________

	*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 

<PAGE>

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(FN1)   Options(FN2)    Payouts(FN2)   sation
----------------------------------         -----  ------      -----    ----------    ------------    ----------    ----------
<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 (4)          97stub   253,846     24,8077     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 (4)           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.
      

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
Name                  Shares                                      Unexcercised
----               Acquired on                     Options         In-the-Money
		    Exercised        Value     Excercisable at     Fiscal Year
		    Options        Realized    Fiscal Year End        ($)(FN1)
		   ---------      ---------    ---------------    -------------
<S>                 <C>          <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         0/0
						  (FN2),(FN3)

R.  Barry Cannada     --              --       1795/3590               0/0
					       (FN2),(FN3)

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>
(1)  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. 
(2)  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.  
(3)  Shares fully vest (a) upon the initial public offering, or 
     (b) change of control, subject to shareholder approval.


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 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.   
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 
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. 

	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 
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   Shares of Class C
				    

Owners over 5%           Common Stock        Preferred Stock       Preferred Stock      Preferred Stock     
-----------------        --------------      -----------------     -----------------    ---------------
<S>                      <C>                 <C>                   <C>                  <C>
Bruckmann, Rosser,
Sherrill & Co., L.P.     353,750/83.18%           ----                   ----           75,508/75.60%(FN1)
126 East 56th Street     (FN1)
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%            ----              ----                75,508/75.60%(FN1)
			 (FN1) (FN5)
Harold O. Rosser, II     353,750/83.18%            ----              ----                75,508/75.60%(FN1)
			 (FN1) (FN6)
Stephen C. Sherrill      353,750/83.18%            ----              ----                75,508/75.60%(FN1)
			 (FN1) (FN7)
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%       97,705/97.82%   
								     (FN3)
*Owns less than 1% of the total outstanding Common Stock, Class B 
Preferred Stock  and Class C Preferred Stock.

</TABLE>

1) 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.
 
2) Includes 10,000 shares of common stock owned 
   directly and 19,699 shares to which Mr. Holman 
   possesses sole voting power.
 
3) 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.
 
4) 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.  
 
5) Includes  6,605 shares of  common stock owned  
   directly and 347,145  shares to  which  BRS  
   possesses  sole  voting power.
 
6) Includes 1,327  shares of common stock owned  
   directly  and  352,383  shares  to  which BRS 
   possesses sole voting power.
 
7) Includes 6,812 shares of common stock owned 
   directly and  349,327  shares  to  which  BRS  
   possesses  sole  voting power.




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.

			PART IV

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

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

(a)  1. Financial Statements:

	Consolidated Balance Sheets as of  January 2, 
	1999 and January 3, 1998.
	
	Consolidated Statements of Operations for the 
	fiscal year ended January 2, 1999,for the 
	thirty-five weeks ended January 3, 1998 and 
	for each of the two fiscal years ended May 3, 
	1997 and April 27, 1996, respectively

	Consolidated Statements of Changes in 
	Stockholders' Equity for the fiscal year ended 
	January 2, 1999, for the thirty-five weeks 
	ended January 3, 1998 and for each of the two 
	fiscal years ended May 3, 1997 and April 27, 
	1996, respectively.

	Consolidated Statements of Cash Flows for the 
	fiscal year ended January 2, 1999,for the 
	thirty-five weeks ended January 3, 1998 and 
	for each of the two fiscal years ended May 3, 
	1997 and April 27, 1996, respectively.

	Notes to Consolidated Financial Statements

	Independent Auditors' Report

     2. Financial Statement Schedules:

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

     3. Exhibits

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

Exhibit No.

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

       4.12     Amended and Restated Revolving Credit 
		Agreement No.5 dated March 26, 1999 to the 
		Amended and Restated Revolving Credit 
		Agreement dated September 15, 1997 by 
		and among Fleet Capital Corporation and 
		the Company.

       4.13     Amended and Restated Revolving Credit 
		Agreement No.6 dated April 16, 1999 to 
		the Amended and Restated Revolving 
		Credit Agreement dated September 15, 
		1997 by and among Fleet Capital 
		Corporation and the Company.

      *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 
		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 
		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).

      27.1      Financial Data Schedule.

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

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

		

	
	*Previously filed as indicated.

(b)     Reports on Form 8-K.

 


























		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               
			----------------------------
		   



















	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.

Signatures                      Position                        Date           
--------------------------      --------------------            -------------

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


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


/s/ Bruce C. Bruckmann          Director                        April 2, 1999
--------------------------                                      -------------
(Bruce C. Bruckmann)


/s/ Harold O. Rosser, II        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)

								Exhibit 21.1


		SUBSIDIARIES OF JITNEY-JUNGLE STORES OF AMERICA, INC.

								Percentage 
								of Voting
								Securities
					Jurisdiction of         Owned by 
Name                                    Incorporation           Registrant 
-------------------------------------   ---------------         ----------

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%

JJ Construction Corp.                   Mississippi             100%























	
							Exhibit 21.1

		SUBSIDIARIES OF JITNEY-JUNGLE STORES OF AMERICA, INC.
		-----------------------------------------------------
		
			SUBSIDIARIES OF MCCARTY-HOLMAN CO., INC. 
			----------------------------------------

							Jurisdiction of
Name                                                     Incorporation 
--------------------------                              ----------------

Pump and Save, Inc.                                     Mississippi





		SUBSIDIARIES OF JITNEY-JUNGLE STORES OF AMERICA, INC.
		-----------------------------------------------------
			SUBSIDIARIES OF DELCHAMPS, INC. 
			-------------------------------

							Jurisdiction of
Name                                                     Incorporation 
--------------------------                              ----------------

Supermarket Cigarette Sales, Inc.                       Louisiana