Execution Copy
			       AMENDMENT NO. 6
				     TO 
	       AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

	AMENDMENT NO. 6 dated April __, 
1999 to the Amended and Restated Revolving Credit 
Agreement dated as of September 15, 1997 (as heretofore 
amended, and as may be further amended, restated, 
modified or supplemented from time to time, the "Credit 
Agreement") among Jitney-Jungle Stores of America, Inc., 
Southern Jitney Jungle Company, McCarty-Holman Co., 
Inc., Jitney-Jungle Bakery, Inc., Pump and Save, Inc., 
Interstate Jitney Jungle Stores, Inc., and Delchamps, Inc. 
(each a "Borrower" and collectively, the "Borrowers"),  the 
Guarantors named therein, the Lenders named therein and 
Fleet Capital Corporation, as Agent.

	WHEREAS, the Borrowers have made 
certain accounting adjustments for the fiscal quarters ended 
March 28, 1998,  June 20, 1998 and September 12, 1998 
and have requested that the Required Lenders amend the 
Credit Agreement as set forth herein;

	WHEREAS, the parties hereto are willing to 
amend Credit Agreement, on the terms and conditions 
hereof.

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


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

1       SECTION AMENDMENTS TO THE CREDIT 
AGREEMENT.  The Credit Agreement shall be, and upon 
the fulfillment of the conditions set forth in Section 3 
hereof is, hereby amended by adding the following as a 
new Section 7.24.:

	SECTION 7.24.   Special Accounting 
    Adjustment. For the purposes of calculating the 
    Interest Coverage Ratio and the Leverage Ratio, in 
    each case, solely for the fiscal quarters ended March 
    28, 1998,  June 20, 1998 and September 12, 1998 
    the Borrowers may increase EBITDA by 
    $5,300,000.

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

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


<PAGE>


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

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

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

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

	(a)             No consent of any other person 
(including, without limitation, shareholders or 
creditors of any Borrower or a Guarantor), and no 
action of, or filing with any governmental or public 
body or authority is required to authorize, or is 
otherwise required in connection with the 
execution, delivery and performance of this 
Amendment;

	(a)             This Amendment and the other 
instruments and documents contemplated hereby 
have been duly executed and delivered by a duly 
authorized officer on behalf of such party, and 
constitutes a legal, valid and binding obligation of 
such party enforceable against such party in 
accordance with its terms, subject to bankruptcy, 
reorganization, insolvency, moratorium and other 
similar laws affecting the enforcement of creditors' 
rights generally and the exercise of judicial 
discretion in accordance with general principles of 
equity; and

	(a)             The execution, delivery and 
performance of this Amendment and the other 
instruments and documents contemplated hereby 
will not violate any law, statute or regulation, or any 

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order or decree of any court or governmental 
instrumentality, or conflict with, or result in the 
breach of, or constitute a default under any 
contractual obligation of such party.

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

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

	      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


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

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


					
			     By__________________________________
			       Name:
			       Title:


			     SOUTHERN JITNEY JUNGLE COMPANY, 
			     as Borrower and as Guarantor




			     By__________________________________
			       Name:
			       Title:


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


			     
			     
			     By__________________________________
			       Name:
			       Title:


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



			     By__________________________________
			       Name:
			       Title:


<PAGE>


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

 

			     By__________________________________
			       Name:
			       Title:


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


			     By__________________________________
			       Name:
			       Title:


			     
			     
			     DELCHAMPS, INC., 
			     as Borrower and as Guarantor




			     By_________________________________
			       Name:
			       Title:


			     JJ CONSTRUCTION CORP., 
			     as Guarantor

			     

			     By_________________________________
			       Name:
			       Title:



			     SUPERMARKET CIGARETTE SALES, INC., 
			     as Guarantor

					

			     By_________________________________
			       Name:
			       Title:

<PAGE>


			     FLEET CAPITAL CORPORATION, 
			     as Agent

					
			     
			     
			     By_________________________________
			       Name:
			       Title:




			     FLEET CAPITAL CORPORATION, 
			     as Lender


			     
			     By_________________________________
			       Name:
			       Title:


			     PNC BANK, NATIONAL ASSOCIATION, 
			     as Lender


					
			     By_________________________________
			       Name:
			       Title:
			

			    HELLER FINANCIAL INC., 
			    as Lender


					
			    By__________________________________
			      Name:
			      Title:


			    IBJ WHITEHALL BUSINESS CREDIT CORP., 
			    as Lender


					
			    By_________________________________
			      Name:
			      Title:



<PAGE>


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


					
			    By_________________________________
			      Name:
			      Title:

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


			    
			    By_________________________________
			      Name:
			      Title:      


			    NATIONAL CITY BANK, as Lender


					
			    By_________________________________
			      Name:
			      Title:


			    DEUTSCHE FINANCIAL SERVICES CORPORATION, 
			    as Lender


					
			    By__________________________________
			      Name:
			      Title:


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


					
			    By__________________________________
			      Name:
			      Title: