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                                    Form 10-K/A

                                  Amendment No. 1

                          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 May 31, 1997

                                          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)



         P.O. Box 2328, 418-A Battlefield Pkwy., Ft. Oglethorpe, GA    30742
         -------------------------------------------------------------------
      (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 on Page __  

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The Registrant hereby amends its Annual Report on Form 10-K for the fiscal 
year ended May 31, 1997, to add Exhibit 27, the Financial Data Schedule.

                                       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 1997
         Annual Report to the security holders for the fiscal year ended May
         31, 1997, are incorporated by reference in Item 8 hereof:

         -    Report of Independent Accountants

         -    Balance Sheets - May 31, 1997 and June 1, 1996

         -    Statements of Income and Retained Earnings - Fiscal Years Ended
              May 31, 1997; June 1, 1996; and June 3, 1995

         -    Statements of Cash Flows - Fiscal Years Ended May 31, 1997; June
              1, 1996; and June 3, 1995

         -    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.  Incorporated by
                        reference to Exhibit 3 to Form 10-K for the year ended
                        May 29, 1993.

    Exhibit 10(a)       Line of Credit Loan Agreement, related Note and
                        Security Agreement dated as of August 1992 by and
                        between the Company and Wachovia Bank of Georgia, N.A. 
                        Incorporated by reference to Exhibit 10(a) to Form 10-K
                        for the year ended May 29, 1993.

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    Exhibit 10(b)       Financial Management Account Investment/Commercial Loan
                        Access Agreement dated October 1, 1993, Amending Line
                        of Credit Loan Agreement dated as of August 1992 by and
                        between the Company and Wachovia Bank of Georgia, N.A. 
                        Incorporated by reference to Exhibit 10(b) to Form 10-K
                        for the year ended June 3, 1995.

    Exhibit 10(c)       Note and Security Agreement, together with related
                        Addendum to Financial Management Account Investment/
                        Commercial Loan Access Agreement between the Company
                        and Wachovia Bank of Georgia, N.A., dated July 6, 1994. 
                        Incorporated by reference to Exhibit 10(c) to Form 10-K
                        for the year ended June 3, 1995.

    Exhibit 10(d)       Letter Agreement dated December 5, 1994 amending
                        Financial Management Account Investment/Commercial Loan
                        Access Agreement between the Company and Wachovia Bank
                        of Georgia, N.A. Incorporated by reference to Exhibit
                        10(d) to Form 10-K for the year ended June 3, 1995.

    Exhibit 10(e)       Promissory Notes to related stockholder. Incorporated
                        by reference to Exhibit 10(d) to Form 10-K for the year
                        ended May 29, 1993.

    Exhibit 10(f)       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(g)       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(h)       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.

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    Exhibit 10(i)       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(j)       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(k)       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(l)       Lease Agreement for the Company's Trenton, Georgia
                        location.  Incorporated by reference to Exhibit 10(k)
                        to Form  10-K for the year ended May 29, 1993.

    Exhibit 10(m)       Lease Agreement for the Company's Executive offices. 
                        Incorporated by reference to Exhibit 10(l) to Form 10-K
                        for the year ended May 29, 1993.

    Exhibit 10(n)       Equipment Lease and Master License Agreement dated
                        March 31, 1995 between the Company and Fleming
                        Companies, Inc. pertaining to the equipment and
                        software for the Company's electronic cash registers
                        and scanning equipment.  Incorporated by reference to
                        Exhibit 10(n) to Form 10-K for the year ended June 1,
                        1996.

    Exhibit 10(o)       Collateral Substitution Agreement, together with
                        related Collateral Assignment of Deposit, between the
                        Company and Wachovia Bank of Georgia, N.A., dated May
                        19, 1997.

    Exhibit 13          Annual Report to Shareholders for the Fiscal Year ended
                        May 31, 1997.

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

    Exhibit 27          Financial Data Schedule.

(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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                                      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 26, 1997        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 26, 1997
------------------------          President and Chief
Michael A. Richardson             Executive Officer

s/PAUL R. COOK                    Executive Vice-               August 26, 1997
------------------------          President, Chief 
Paul R. Cook                      Financial Officer,
                                  Treasurer (Chief 
                                  Accounting Officer) and
                                  Director

s/VIRGIL E. BISHOP                Vice-President and            August 26, 1997
------------------------          Director
Virgil E. Bishop        

s/JOHN P. PRICE                   Director                      August 26, 1997
------------------------
John P. Price

                                  Director                      August ___, 1997
------------------------ 
Thomas L. Richardson

s/JEROME P. SIMS                  Director                      August 26, 1997
------------------------
Jerome P. Sims, Sr.

                                  Director                       August __, 1997
------------------------ 
Herbert S. Willbanks