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 29, 1999

                                       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 [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 10, 1999,  the  aggregate  market value of the voting stock held by
non-affiliates  of the registrant was  approximately  $165,311.  (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.

842,294 shares of Common Stock, $0.10 par value, as of August 10, 1999.

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 29, 1999,  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 16, 1999  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  "Best Yet," "Rainbow" and "Marquee." Bread and related bakery
items are also offered as controlled-label groceries.

     During the fiscal year ended May 29, 1999, the Company's  major supplier of
staple groceries was Fleming Co., Inc. ("Fleming"), with its principal corporate
offices in Oklahoma  City,  Oklahoma.  For the fiscal  year ended May 29,  1999,
approximately 74% of the Company's total inventory purchases of $20,267,610 were
made from Fleming.  Prior years purchases from Fleming were  approximately  73%.
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  26% 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, in previous years, the
principal method of competition 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 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, loyalty card programs, 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 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  1999,  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.
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 began an effort in the third quarter of fiscal 1998 to
increase  gross margin by  increasing  retail  prices on certain  items,  to the
extent permitted by competition. This effort has succeeded in producing a slight
increase in the Company's  gross margin,  but may also have an adverse effect on
overall sales.

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

     The Company employs  approximately 81 full-time employees and approximately
98 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

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retail sales and revenues of the Company in the last three (3) fiscal years. All
years presented consisted of 52 weeks.

                                     1999             1998              1997
                                 -----------       -----------       -----------
Meat                             $ 5,858,943       $ 6,201,052       $ 6,595,208

Produce                            1,771,291         1,846,159         1,803,984

Grocery & Non-
Food Items                        17,852,328        18,872,986        19,605,801


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
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          01/01/96 - 12/31/04    2-5 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.


<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           53
1977                                Directors, President, Chief
                                    Executive Officer, member
                                    of the Executive Committee
                                    of the Board of Directors.

Virgil Bishop                       Vice-President, Director,           60
1974                                member of the Executive
                                    Committee of the Board
                                    of Directors.

Paul R. Cook                        Executive Vice-President,           49
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           55
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           46
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 29, 1999.

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 29, 1999.

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 9 of the  Company's  annual  report to security  holders for the
fiscal year ended May 29, 1999.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The  information  required by this Item is  incorporated  herein by reference to
pages 10 through 21 of the Company's  annual report to security  holders for the
fiscal year ended May 29, 1999.

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 16, 1999,  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 16, 1999,
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  16,  1999,  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 16, 1999,  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  1999
          Annual  Report to the  security  holders for the fiscal year ended May
          29, 1999, are incorporated by reference in Item 8 hereof:

          -    Report of Independent Accountants

          -    Balance Sheets - May 29, 1999 and May 30, 1998

          -    Statements  of Income and Retained  Earnings - Fiscal Years Ended
               May 29, 1999; May 30, 1998 and May 31, 1997

          -    Statements  of Cash Flows - Fiscal Years Ended May 29, 1999;  May
               30, 1998 and May 31, 1997

          -    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   Executive   offices.
                    Incorporated  by reference to Exhibit 10(l) to Form 10-K for
                    the year ended May 29, 1993.

     Exhibit 10(m)  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(n)  Collateral  Substitution  Agreement,  together  with related
                    Collateral  Assignment  of Deposit,  between the


<PAGE>

                    Company and Wachovia Bank of Georgia,  N.A.,  dated November
                    16, 1998.  Incorporated  by  referenced  to Exhibit 10(c) to
                    Form 10-Q for the quarterly period ended November 28, 1998.

     Exhibit 10(o)  Commitment  Letter  dated  November  16,  1998  between  the
                    Company and Wachovia Bank of Georgia,  N.A.  Incorporated by
                    referenced  to Exhibit  10(d) to Form 10-Q for the quarterly
                    period ended November 28, 1998.

     Exhibit 13     Annual Report to Shareholders  for the Fiscal Year ended May
                    29, 1999.

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

     Exhibit 27     Financial Data Schedule (EDGAR version 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  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 24, 1999                      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 24, 1999
------------------------       President and Chief
Michael A. Richardson          Executive Officer


s/Paul R. Cook                 Executive Vice-                  August 24, 1999
------------------------       President, Chief
Paul R. Cook                   Financial Officer,
                               Treasurer (Chief
                               Accounting Officer) and
                               Director

s/Virgil E. Bishop             Vice-President and               August 24, 1999
------------------------       Director
Virgil E. Bishop


s/John P. Price                Director                         August 24, 1999
------------------------
John P. Price


                               Director                         August __, 1999
------------------------
Thomas L. Richardson


s/Jerome P. Sims               Director                         August 24, 1999
------------------------
Jerome P. Sims, Sr.


s/ Andrew V. Douglas           Director                         August 24, 1999
------------------------
Andrew V. Douglas