FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

(Mark  One)

[ X ]     ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)
          OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934  [FEE  REQUIRED]

For  the  Fiscal  Year  ended  June  1,  2002

                                       OR

[   ]     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
          SECURITIES  EXCHANGE  ACT  OF  1934  [NO  FEE  REQUIRED]

For  the  transition  period  from  _______  to  _________

Commission  File  No.  0-5815


                            AMERICAN CONSUMERS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               Georgia                              58-1033765
--------------------------------------  ----------------------------------------
    (State or other jurisdiction          (I.R.S. Employer Identification
    of  incorporation  or                 Number)
    organization)



    55  Hannah  Way,  Rossville,  GA                           30741
--------------------------------------------------------------------------------
(Address  of  principal  executive  offices)                (Zip  Code)


Registrant's  Telephone  Number,  including  Area  Code:  (706)  861-3347
                                                          ---------------


Securities  registered  pursuant  to  Section  12(g)  of  the  Act:

                          Common Stock, $0.10 par value
              -----------------------------------------------------
                                (Title of Class)

                         Exhibit Index Begins on Page 10


<PAGE>
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]

State the aggregate market value of the voting stock held by non-affiliates of
the registrant.  The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.

As of August 15, 2002, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $212,193.  (Calculated for
these purposes by multiplying the total number of outstanding shares held by
non-affiliates by available bid price information.)

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

822,607 shares of Common Stock, $0.10 par value, as of August 15, 2002.

List hereunder the following documents, if incorporated by reference and the
Part of the Form 10-K into which the document is incorporated:  (1) any annual
report to security holders; (2) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of
1933.  The listed documents should be clearly described for identification
purposes:

(1)  specified portions of the Registrant's Annual Report to Shareholders for
the fiscal year ended June 1, 2002, incorporated by reference into Part II of
this report on Form 10-K.

(2)  specified portions of the Registrant's Definitive Proxy Statement filed
with the Securities and Exchange Commission for the Registrant's Annual Meeting
of Shareholders to be held September 26, 2002, incorporated by reference into
Part III of this report on Form 10-K.


                                       ii
<PAGE>
                                     PART I
                                     ------

ITEM 1.  BUSINESS

     Incorporated in Georgia in 1968, American Consumers, Inc. (the "COMPANY"),
operates seven (7) supermarkets within a compact geographical area that
comprises Northwest Georgia, Northeast Alabama, and Southeast Tennessee.

     All of the Company's supermarkets are operated under the name "Shop-Rite."
All of the Company's supermarkets are self-service and are engaged in the retail
selling of groceries including meats, fresh produce, dairy products, frozen
foods, bakery products, tobacco products, and miscellaneous other non-food
items.  The Company's supermarkets feature national brand merchandise with only
a minor part of sales from controlled-label, private-label or generic
merchandise.  "Controlled-label" or "private-label" merchandise is merchandise
purchased from national or local suppliers under a trade name chosen by the
wholesaler supplying the merchandise.  The Company's supermarkets offer milk and
certain dairy products, as well as frozen vegetables and jellies, under the
controlled-labels "Foodland," "Ultimate Choice," "Freshland," "Price Saver"  and
"Select."  Bread and related bakery items are also offered as controlled-label
groceries.

     During the fiscal year ended June 1, 2002, the Company's major supplier of
staple groceries was Mitchell Grocery Corporation ("MITCHELL"), with its
principal corporate offices in Albertville, Alabama.  For the fiscal year ended
June 1, 2002, approximately 82% of the Company's total inventory purchases of
$22,476,894 were made from Mitchell.

     Various local suppliers within the geographical area served by the
Company's supermarkets provide the Company with certain perishable items,
including produce, and account for approximately 18% of the Company's total
inventory purchases.  The Company believes that there are other adequate and
convenient sources of groceries, including several area and local suppliers,
which could meet its needs. Accordingly, while the Company has elected to
purchase the majority of its inventory from Mitchell for reasons of cost, the
Company is not dependent upon any particular supplier for its requirements of
groceries.

     The supermarket industry is highly competitive and the principal method of
competition historically has been the pricing of groceries.  The Company's
current major competitors now include various local and four regional chains.
The nature of such price competition includes the sale of selected items at
below cost prices as "loss-leaders" or "advertised specials," the practice of
"double couponing" or matching coupon discounts with additional cash discounts,
loyalty card programs, as well as the sale of certain main line items at prices
below the Company's wholesale


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<PAGE>
cost. The Company believes that its major competitors have been and are able to
obtain preferential treatment from suppliers in the form of advertising
allowances, lower prices and other concessions not available to the Company,
which puts the Company at a competitive disadvantage.

     Management believes that, in recent periods, entry into the Company's trade
area by Winn Dixie, Save-A-Lot and United Grocery Outlets, and further expansion
in the area by Food Lion and Wal-Mart in addition to the presence of Ingle's and
Bi-Lo, have created a situation of ongoing price competition and increasingly
expensive advertising and promotional activities which place an operation the
size of the Company at a significant competitive disadvantage.  These
developments have resulted in increased pressure on the Company's market share,
sales and profits during fiscal 2002, the effects of which continue to threaten
the profitability of the Company.  The Company began an effort in the third
quarter of fiscal year 1998 to increase gross margin by increasing retail prices
on certain items, to the extent permitted by competition.  The success of this
effort and a switch of our major inventory supplier in the last quarter of
fiscal 2000 resulted in an increase in gross margin from 2000 to 2001.  However,
gross margin decreased for fiscal year 2002 due in part to the periodic use of
more aggressive pricing strategies in an effort to compete with larger discount
grocery chains and expand sales at all locations.

     Management believes that competitive pressures on the Company will continue
to increase over time as a result of larger competitors, which are in a better
position than the Company to withstand prolonged price competition, opening more
new stores in the Company's trade area.

     A continuous effort is made to improve the gross margin and increase
profitability by obtaining the lowest cost for the Company's inventory.

     Backlog is not a significant factor in the Company's business.

     The Company employs approximately 91 full-time employees and approximately
154 part-time and seasonal employees.

     The Company believes it is in compliance with all federal, state and local
laws relating to environmental protection.  No capital expenditures for
equipment relating to environmental protection are presently anticipated.

     The Company is engaged in a single line of business; namely, the retail,
self-service grocery business which is not divisible into separate segments.
The following table sets forth information for the last three (3) fiscal years
as to the total sales and revenue of the Company contributed by each class of


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products which contributed a significant percentage of the total retail sales
and revenues of the Company in the last three (3) fiscal years.  Fiscal 2002 and
2001 consisted of 52 weeks, while fiscal 2000 consisted of 53 weeks.

                   2002         2001         2000
                -----------  -----------  -----------
Meat            $ 7,813,427  $ 6,620,866  $ 6,235,625
Produce           2,145,545    1,858,916    1,823,746
Grocery & Non-
Food Items       18,941,456   17,154,770   17,559,192

ITEM  2.  PROPERTIES

     The executive offices of the Company are located in a 4,000 square-foot
office building on Hannah Way, just off Battlefield Parkway in Rossville,
Georgia, which the Company holds under a lease for a term of five years,
expiring in September, 2006.

     The Company's supermarkets are located in Ringgold, LaFayette, Chatsworth,
and Chickamauga, Georgia; Stevenson, Alabama; and Dayton and Jasper, Tennessee.
All of the seven locations are leased from unaffiliated landlords.  Summary
information concerning these leases is presented below:

                 Square      Current Lease        Renewal
Location         Footage         Term             Options
---------------  -------  -------------------  -------------
Ringgold, GA      14,400  12/01/97 - 11/30/02  1-5 yr. terms
LaFayette, GA     20,500  01/01/02 - 01/31/07  2-5 yr. terms
Chatsworth, GA    24,360  04/29/88 - 04/28/03  3-5 yr. terms
Chickamauga, GA   13,840  01/01/96 - 12/31/04  2-5 yr. terms
Stevenson, AL     23,860  06/01/94 - 05/31/04  2-5 yr. terms
Dayton, TN        23,004  08/01/92 - 07/31/02  2-5 yr. terms
Jasper, TN        25,000  04/28/01 - 04/30/06  3-5 yr. terms
                 -------
                 144,964
                 =======

     The supermarkets in Ringgold, LaFayette, and Chatsworth, Georgia;
Stevenson, Alabama; and Dayton, Tennessee, are located in strip shopping
centers.  The stores in Chickamauga, Georgia and Jasper, Tennessee are
free-standing.

ITEM 3.  LEGAL PROCEEDINGS

     There are no material pending legal proceedings to which the Company is a
party, or to which any of its property is subject, nor have any material legal
proceedings been terminated during the fourth quarter of the Company's fiscal
year.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

None.


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<PAGE>
                    EXECUTIVE  OFFICERS  OF  THE  COMPANY

     The Company's Board of Directors appoints the Company's Executive Officers
for a term of one year.  The names, ages, offices held with the Company,
business experience during the past five years, and certain directorships held
by each of the Company's Executive Officers are set forth in the following
table:

Name and Year                Office(s) Presently
First Elected as          Held, Business Experience
Executive Officer         and Certain Directorships     Age
---------------------  -------------------------------  ---

Michael A. Richardson  Chairman of the Board of          56
1977                   Directors, President, Chief
                       Executive Officer, member of
                       the Executive Committee of
                       the Board of Directors.

Virgil Bishop          Vice-President, Director,         63
1974                   member of the Executive
                       Committee of the Board
                       of Directors.

Paul R. Cook           Executive Vice-President,         52
1987                   Treasurer, Chief Financial
                       Officer, Director, member of
                       the Executive Committee of
                       the Board of Directors.
                       Director of Capital Bank,
                       Fort Oglethorpe, Georgia
                       since May 1993.

James E. Floyd         Vice-President, member of         58
1991                   the Executive Committee
                       (ex-officio).  From 1966 to
                                   1991, Mr. Floyd was
                       Grocery Supervisor for
                       the Company.

Reba S. Southern       Secretary, member of the          49
1991                   Executive Committee (ex-
                       officio).  From 1972 to 1991,
                       Mrs. Southern was Administra-
                       tive Assistant for the Company.


                                        4
<PAGE>
                                    PART II
                                   ---------

ITEM  5.     MARKET  FOR  THE  COMPANY'S  COMMON  STOCK  AND RELATED STOCKHOLDER
             MATTERS

The information required by this Item is incorporated herein by reference to
page 4 of the Company's Annual Report to security holders for the fiscal year
ended June 1, 2002.

ITEM  6.     SELECTED  FINANCIAL  DATA

The information required by this Item is incorporated herein by reference to
page 3 of the Company's Annual Report to security holders for the fiscal year
ended June 1, 2002.

ITEM  7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS

The information required by this Item is incorporated herein by reference to
pages 5 through 8 of the Company's Annual Report to security holders for the
fiscal year ended June 1, 2002.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not engage in speculative or derivative transactions, nor does
it hold or issue financial instruments for trading purposes.  The Company is
exposed to changes in interest rates primarily as a result of its borrowing
activities.  The effective interest rate on the Company's borrowings under its
Line of Credit Agreements and under its outstanding notes varies with the prime
rate.  We believe that our present exposure to market risk relating to interest
rate risk is not material.  The Company does not maintain any interest rate
hedging arrangements. All of the Company's business is transacted in U.S.
dollars and, accordingly, foreign exchange rate fluctuations have never had a
significant impact on the Company and they are not expected to in the
foreseeable future.

ITEM  8.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

The information required by this Item is incorporated herein by reference to
pages 9 through 20 of the Company's Annual Report to security holders for the
fiscal year ended June 1, 2002.

ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE

None.


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<PAGE>
                                    PART III
                                    --------

ITEM  10.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  COMPANY

Information concerning the Company's Executive Officers is set forth in Part I
of this report on Form 10-K under the caption "Executive Officers of the
Company."  The remaining information required by this Item is incorporated
herein by reference to the Company's definitive proxy statement filed with the
Securities and Exchange Commission pursuant to Regulation 14A for the Company's
Annual Meeting of Shareholders to be held September 26, 2002, under the headings
"INFORMATION ABOUT NOMINEES FOR DIRECTOR" and "SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE."

ITEM  11.     EXECUTIVE  COMPENSATION

The information required by this Item is incorporated herein by reference to the
Company's definitive proxy statement filed with the Securities and Exchange
Commission pursuant to Regulation 14A for the Company's Annual Meeting of
Shareholders to be held September 26, 2002, under the headings "DIRECTORS' FEES
AND ATTENDANCE," "EXECUTIVE COMPENSATION" and "COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION."

ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is incorporated herein by reference to the
Company's definitive proxy statement filed with the Securities and Exchange
Commission pursuant to Regulation 14A for the Company's Annual Meeting of
Shareholders to be held September 26, 2002, under the headings "PRINCIPAL
SHAREHOLDERS" and "INFORMATION ABOUT NOMINEES FOR DIRECTOR."


ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

The information required by this Item is incorporated herein by reference to the
Company's definitive proxy statement filed with the Securities and Exchange
Commission pursuant to Regulation 14A for the Company's Annual Meeting of
Shareholders to be held September 26, 2002, under the headings "COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" AND "CERTAIN TRANSACTIONS."

                                    PART IV
                                    -------

ITEM  14.     EXHIBITS,  FINANCIAL  STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  1.   The following Financial Statements included in the Company's 2002
          Annual Report to the security holders


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          for the fiscal year ended June 1, 2002, are incorporated by reference
          in Item 8 hereof:

          -    Report of Independent Accountants

          -    Balance Sheets - June 1, 2002 and June 2, 2001

          -    Statements of Income and Retained Earnings - Fiscal Years Ended
               June 1, 2002; June 2, 2001 and June 3, 2000

          -    Statements of Cash Flows - Fiscal Years Ended June 1, 2002; June
               2, 2001 and June 3, 2000

          -    Notes to Financial Statements

     2.   None of the schedules for which provision is made in the applicable
          accounting regulations of the Securities and Exchange Commission are
          required under the related instructions, or else are inapplicable to
          the Company, and therefore no such schedules have been filed.

     3.   The following exhibits are either incorporated by reference or
          attached to and made a part of this report:

     Exhibit 3             Articles of Incorporation and By-Laws.

     Exhibit 10.1          Lease for the Company's Ringgold, Georgia location.

     Exhibit 10.2          Lease Agreement for the Company's LaFayette, Georgia
                           location.

     Exhibit 10.3          Lease Agreement for the Company's Chatsworth, Georgia
                           location.

     Exhibit 10.4          Lease Agreement for the Company's Chickamauga,
                           Georgia location.

     Exhibit 10.5          Renewal Lease Agreement for the Company's Stevenson,
                           Alabama location.

     Exhibit 10.6          Lease Agreement for the Company's Dayton, Tennessee
                           location.

     Exhibit 10.7          Lease Agreement for the Company's Executive Offices.

     Exhibit 10.8          Lease Agreement for the Company's Jasper, Tennessee
                           location.


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<PAGE>
     Exhibit 10.9          Commercial Variable Rate Promissory Note between the
                           Company and Northwest Georgia Bank, dated April 30,
                           2001.

     Exhibit 10.10         Commercial Security Agreement between the Company
                           and Northwest Georgia Bank, dated June 1, 2001.

     Exhibit 10.11         Assignment of Deposit Account between the Company
                           and Northwest Georgia Bank, dated June 1, 2001.

     Exhibit 10.12         Commercial Variable Rate Promissory Note between the
                           Company and Northwest Georgia Bank, dated September
                           11, 2001.

     Exhibit 10.13         Commercial Security Agreement between the Company
                           and Northwest Georgia Bank, dated September 11, 2001.

     Exhibit 10.14         Commercial Variable Rate Revolving or Draw Note
                           between  the  Company  and Northwest Georgia Bank,
                           dated  June  1,  2002.

     Exhibit 13            Annual Report to Shareholders for the Fiscal Year
                           ended June 1, 2002.

     Exhibit 23            Consent of Hazlett, Lewis & Bieter, PLLC.

(b)  The Company has not filed any report on Form 8-K during the last quarter of
     the period covered by this report.


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<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                              AMERICAN  CONSUMERS,  INC.

Date:  August  19,  2002      By:  s/ Michael  A.  Richardson
                                  ---------------------------
                                  Michael  A.  Richardson
                                  Chairman  of  the  Board,
                                  President  and  Chief
                                  Executive  Officer

     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
registrant  and  in  the  capacities  and  on  the  dates  indicated.


     SIGNATURE                         TITLE                    DATE
     ---------                         -----                    ----


s/Michael  A.  Richardson     Chairman  of  the  Board,     August  19,  2002
-------------------------     President  and  Chief
Michael  A.  Richardson       Executive  Officer

s/Paul  R.  Cook              Executive  Vice-              August  19,  2002
-------------------------     President,  Chief
Paul  R.  Cook                Financial  Officer,
                              Treasurer  (Chief
                              Accounting Officer) and
                              Director

s/Virgil  E.  Bishop          Vice-President  and           August  27,  2002
-------------------------     Director
Virgil  E.  Bishop

s/Danny  R.  Skates           Director                      August  27,  2002
-------------------------
Danny  R.  Skates

s/Thomas  L.  Richardson      Director                      August  19,  2002
-------------------------
Thomas  L.  Richardson

s/Jerome  P.  Sims            Director                      August  27,  2002
-------------------------
Jerome  P.  Sims,  Sr.

s/Andrew  V.  Douglas         Director                      August  19,  2002
-------------------------
Andrew V. Douglas


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<PAGE>
                                  EXHIBIT INDEX

     Exhibit 3                Articles of Incorporation and By-Laws.
                              Incorporated by reference to Exhibit 3 to Form
                              10-K for the year ended May 29, 1993.

     Exhibit 10.1             Lease for the Company's Ringgold, Georgia
                              location. Incorporated by reference to Exhibit
                              10(e) to Form 10-K for the year ended May 29,
                              1993.

     Exhibit 10.2             Lease Agreement for the Company's LaFayette,
                              Georgia location. Incorporated by reference to
                              Exhibit 10(f) to Form 10-K for the year ended May
                              29, 1993.

     Exhibit 10.3             Lease Agreement for the Company's Chatsworth,
                              Georgia location. Incorporated by reference to
                              Exhibit 10(g) to Form 10-K for the year ended May
                              29, 1993.

     Exhibit 10.4             Lease Agreement for the Company's Chickamauga,
                              Georgia location. Incorporated by reference to
                              Exhibit 10(h) to Form 10-K for the year ended May
                              29, 1993.

     Exhibit 10.5             Renewal Lease Agreement for the Company's
                              Stevenson, Alabama location. Incorporated by
                              reference to Exhibit 10(h) to Form 10-K for the
                              year ended May 28, 1994.

     Exhibit 10.6             Lease Agreement for the Company's Dayton,
                              Tennessee location. Incorporated by referenced to
                              Exhibit 10(j) to Form 10-K for the year ended May
                              29, 1993.

     Exhibit 10.7             Lease Agreement for the Company's Executive
                              Offices. Incorporated by reference to Exhibit 10.3
                              to Form 10-Q for the quarterly period ended
                              September 1, 2001.

     Exhibit 10.8             Lease Agreement for the Company's Jasper,
                              Tennessee location. Incorporated by reference to
                              Exhibit 10.19 to Form 10-K for the year ended June
                              2, 2001.


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<PAGE>
     Exhibit 10.9             Commercial Variable Rate Promissory Note between
                              the Company and Northwest Georgia Bank, dated
                              April 30, 2001. Incorporated by reference to
                              Exhibit 10.20 to Form 10-K for the year ended June
                              2, 2001.

     Exhibit 10.10            Commercial Security Agreement between the Company
                              and Northwest Georgia Bank, dated June 1, 2001.
                              Incorporated by reference to Exhibit 10.22 to Form
                              10-K for the year ended June 2, 2001.

     Exhibit 10.11            Assignment of Deposit Account between the Company
                              and Northwest Georgia Bank, dated June 1, 2001.
                              Incorporated by reference to Exhibit 10.22 to Form
                              10-K for the year ended June 2, 2001.

     Exhibit 10.12            Commercial Variable Rate Promissory Note between
                              the Company and Northwest Georgia Bank, dated
                              September 11, 2001. Incorporated by reference to
                              Exhibit 10.1 to Form 10-Q for the quarterly period
                              ended September 1, 2001.

     Exhibit 10.13            Commercial Security Agreement between the Company
                              and Northwest Georgia Bank, dated September 11,
                              2001. Incorporated by reference to Exhibit 10.2 to
                              Form 10-Q for the quarterly period ended September
                              1, 2001.

     Exhibit 10.14            Commercial Variable Rate Revolving or Draw Note
                              between the Company and Northwest Georgia Bank,
                              dated June 1, 2002. Filed herewith.

     Exhibit 13               Annual Report to Shareholders for the Fiscal Year
                              ended June 1, 2002. Filed herewith.

     Exhibit  23              Consent  of  Hazlett,  Lewis  &  Bieter,  PLLC.
                              Filed  herewith.


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