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 May 30, 1998

                                       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 12


<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 [ ]

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 11, 1998,  the  aggregate  market value of the voting stock held by
non-affiliates  of the registrant was  approximately  $189,463.  (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.

890,597 shares of Common Stock, $0.10 par value, as of August 11, 1998.

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 May 30, 1998,  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 17, 1998  incorporated by reference into Part
III of this report on Form 10-K.


<PAGE>


                                     Part I

ITEM 1. BUSINESS

Incorporated  in Georgia in 1968,  American  Consumers,  Inc.  (the  "Company"),
operates six (6) 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 "Hyde Park," "Rainbow" and "Marquee." Bread and related bakery
items are also offered as controlled-label groceries.

During the fiscal year ended May 30, 1998,  Company's  major  supplier of staple
groceries was Fleming Co., Inc. ("Fleming") formerly,  Malone & Hyde, Inc., with
its principal corporate offices in Oklahoma City, Oklahoma.  For the fiscal year
ended May 30, 1998, approximately 73% of the Company's total inventory purchases
of $21,547,994  were made from Fleming.  Prior years purchases from Fleming were
approximately 72%. The inventory purchases from Fleming covered all lines of the
Company's  groceries.  Fleming was the Company's  principal  supplier of tobacco
products and meat products.  Purchases from Specialty  Produce Company,  a local
produce supplier, account for the majority of the Company's produce purchases.

Various local  suppliers  within the  geographical  area served by the Company's
supermarkets  provide the Company with approximately half of its requirements of
certain perishable items,  including produce,  and account for approximately 27%
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,  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 has been, in previous years, the pricing of groceries. The Company's
current major  competitors now include various local and three regional  chains.
The nature of such price  competition now includes the sale of selected items at
below cost prices as  "loss-leaders" or "advertised  specials",  the


<PAGE>


practice of "double couponing" or matching coupon discounts with additional cash
discounts,  as well as the sale of certain  main line items at prices  below the
Company's  wholesale 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 put the Company at a competitive disadvantage.

     Management believes that, in recent periods, entry into the Company's trade
area by Winn Dixie and  Save-A-Lot,  and further  expansion  in the area by Food
Lion,  has  caused  Ingle's  and Bi-Lo to react by further  reducing  prices and
increasing  advertising  and promotional  activities.  These  developments  have
resulted in increased  pressure on the Company's market share, sales and profits
during fiscal 1998, the effects of which are  threatening the  profitability  of
the  Company.  The Company  began a  promotional  program at the end of its 1998
fiscal year, in an effort to increase  sales without an adverse  effect on gross
margin. As described above, the Company's  competitors are constantly conducting
sales promotions which are expensive for an operation the size of the Company to
match over long periods of time.  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.
Additionally,  the Company seeks to retain supermarket  locations in areas where
competition from larger chains is less direct.

     Backlog is not a significant factor in the business of the Company.

     The Company employs  approximately 93 full-time employees and approximately
97 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 products
which  contributed  a  significant  percentage  of the  total  retail  sales and
revenues of the Company in the last three (3) fiscal years.  All years presented
consisted of 52 weeks.


<PAGE>


                                     1998             1997              1996
                                     ----             ----              ----

Meat                             $ 6,201,052       $ 6,595,208       $ 6,763,852

Produce                            1,846,159         1,803,984         1,915,763

Grocery & Non-
Food Items                        18,872,986        19,605,801        20,606,311


ITEM 2. PROPERTIES

The executive offices of the Company are located in an 1,800 square-foot  office
building on Battlefield Parkway in Fort Oglethorpe,  Georgia,  which the Company
holds under a lease for a term of three years, expiring in November 1998, with a
one year option to renew through November, 1999.

The Company's supermarkets are located in Ringgold,  LaFayette,  Chatsworth, and
Chickamauga,  Georgia; Stevenson, Alabama; and Dayton, Tennessee. All of the six
locations  are leased from  unaffiliated  landlords.  These leases are presented
below:

                              Square         Current Lease            Renewal
Location                      Footage           Term                  Options  
------------                  ------      -------------------      ------------

Ringgold, GA                  14,400      12/01/97 - 11/30/02      1-5 yr. term
LaFayette, GA                 20,500      02/26/92 - 01/31/02      3-5 yr. terms
Chatsworth, GA                24,360      04/29/88 - 04/28/03      3-5 yr. terms
Chickamauga, GA               13,840      04/07/86 - 12/31/98      3-5 yr. terms
Stevenson, AL                 23,860      06/01/94 - 05/31/04      3-5 yr. terms
Dayton, TN                    23,004      08/01/92 - 07/31/02      2-5 yr. terms
                             -------
                             119,964
                             =======
                             

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

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company is a party,
or of which any of its  property is the  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.

                        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:


<PAGE>

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           52
1977                                Directors, President, Chief
                                    Executive  Officer,  member
                                    of the Executive  Committee
                                    of the Board of Directors.

Virgil Bishop                       Vice-President, Director,          59
1974                                member of the Executive
                                    Committee and the Board
                                    of Directors.

Paul R. Cook                        Executive Vice-President,          48
1987                                Treasurer, Chief Financial
                                    Officer,  Director,  member
                                    of the Executive  Committee
                                    and the Board of Directors.
                                    Director  of Capital  Bank,
                                    Fort  Oglethorpe,   Georgia
                                    since May 1993.

James E. Floyd                      Vice-President, member of          54
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           45
1991                                Executive Committee (ex-
                                    officio). From 1972 to 1991,
                                    Mrs. Southern was Administra-
                                    tive Assistant for the Company.


<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 May 30, 1998.

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 May 30, 1998.

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 7 of the  Company's  annual  report to security  holders for the
fiscal year ended May 30, 1998.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  information  required by this Item is  incorporated  herein by reference to
pages 8 through 19 of the Company's  annual  report to security  holders for the
fiscal year ended May 30, 1998.

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

None.


                                    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 17, 1998,  under the heading
"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


<PAGE>


for the Company's  Annual Meeting of Shareholders to be held September 17, 1998,
under  the  headings  "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  17,  1998,  under  the  heading  "PRINCIPAL
SHAREHOLDERS."


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 17, 1998,  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 1998
          Annual  Report to the  security  holders for the fiscal year ended May
          30, 1998, are incorporated by reference in Item 8 hereof:

          -    Report of Independent Accountants

          -    Balance Sheets - May 30, 1998 and May 31, 1997

          -    Statements  of Income and Retained  Earnings - Fiscal Years Ended
               May 30, 1998; May 31, 1997 and June 1, 1996

          -    Statements  of Cash Flows - Fiscal Years Ended May 30, 1998;  May
               31, 1997 and June 1, 1996

          -    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.


<PAGE>


     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.

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)       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)       Note and Security  Agreement  dated  December 5, 1997,
                    together with related  Commitment  Letter dated  December 3,
                    1997, between the Company and Wachovia Bank of Georgia, N.A.
                    Incorporated  by  reference  to  Exhibits  10(c)  (Note  and
                    Security Agmt.) and 10(d)  (Commitment  Letter) to Form 10-Q
                    for the quarterly period ended November 29, 1997.


<PAGE>


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)       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(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.

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.


<PAGE>


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.  Incorporated  by  referenced to Exhibit 10(o) to Form
                    10-K for the year ended May 31, 1997.

Exhibit 13          Annual Report to  Shareholders  for the Fiscal Year ended
                    May 30, 1998.

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

Exhibit 27          Financial Data Schedule (EDGAR only)

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


<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of Section 13 or 15(d) of the 9  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 17, 1998       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 17, 1998
------------------------      President and Chief
Michael A. Richardson         Executive Officer

s/Paul R. Cook                Executive Vice-                    August 17, 1998
------------------------      President, Chief
Paul R. Cook                  Financial Officer,
                              Treasurer (Chief
                              Accounting Officer) and
                              Director

s/Virgil E. Bishop            Vice-President and                 August 17, 1998
------------------------      Director
Virgil E. Bishop        

s/John P. Price               Director                           August 20, 1998
------------------------
John P. Price

s/Thomas L. Richardson        Director                           August 20, 1998
------------------------
Thomas L. Richardson

s/Jerome P. Sims              Director                           August 20, 1998
------------------------
Jerome P. Sims, Sr.

s/Andrew V. Douglas           Director                           August 17, 1998
------------------------
Andrew V. Douglas