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

For the Fiscal Year ended May 29, 2004

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934

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)


<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]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).  YES        NO  X
                                        ---       ---

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.

As of November 28, 2003 (the last business day of the registrant's most recently
completed second fiscal quarter), the aggregate market value of the voting stock
held by non-affiliates of the registrant was approximately $764,578. (Calculated
for these purposes by multiplying the total number of outstanding shares held by
non-affiliates by the average of available bid and asked price information for
such date.)

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

811,802 shares of Common Stock, $0.10 par value, as of August 20, 2004.

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, 2004, incorporated by reference into Part II of this
Annual 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 23, 2004, incorporated by reference into Part
III of this Annual Report on Form 10-K.


<PAGE>
                                     PART I
                                     ------

ITEM 1.  BUSINESS

     Incorporated in Georgia in 1968, American Consumers, Inc. (the "COMPANY"),
operates eight (8) 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," "Food Club," "Ultimate Choice," "Freshland,"
"Price Saver," "Top Crest," "Top Care" and "Select." Bread and related bakery
items are also offered as controlled-label groceries.

     During the fiscal year ended May 29, 2004, 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
May 29, 2004, approximately 82% of the Company's total inventory purchases of
$23,209,916 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, as
well as one major national retailer (Wal-Mart). 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


                                        1
<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 2004, the effects of which continue to threaten
the profitability of the Company.

     The addition of two stores since April of 2001 and the change in our
principal inventory supplier in March of 2000 has allowed the Company to better
compete in the marketplace. However, in addition to the net loss of $236,050 for
the current year the Company also sustained an operating loss of $226,831 for
the year ended June 1, 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. While we have achieved some limited
improvements in the Company's gross margin in recent periods, these improvements
have been offset by expenses related to the opening of our eighth store in
December 2003 and by same-store sales declines at other locations. Management
actively monitors the Company's mix of retail prices and will attempt to achieve
further improvements in gross margin, to the extent permitted by competition. A
continuous effort is made to improve the gross margin and increase profitability
by obtaining the lowest cost for the Company's inventory. Due to competitive
conditions, however, further improvements in the gross margin may not be
achievable.

     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.

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

     The Company employs approximately 103 full-time employees and approximately
140 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.


                                        2
<PAGE>
     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.

<TABLE>
<CAPTION>
                    2004          2003          2002
                 (52 Weeks)    (52 Weeks)    (52 Weeks)
                ------------  ------------  ------------
<S>             <C>           <C>           <C>

Meat            $  8,327,742  $  7,945,764  $  7,813,427
Produce            2,206,198     2,269,945     2,145,545
Grocery & Non-
Food Items        19,477,315    19,408,922    18,941,456
</TABLE>

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,
Chickamauga and Tunnel Hill, Georgia; Stevenson, Alabama; and Dayton and Jasper,
Tennessee. All of the eight locations are leased from unaffiliated landlords.
Summary information concerning these leases is presented below:

<TABLE>
<CAPTION>
                 Square      Current Lease        Renewal
Location         Footage         Term             Options
---------------  -------  -------------------  -------------
<S>              <C>      <C>                  <C>
Ringgold, GA      14,400  12/01/02 - 11/30/07         -
LaFayette, GA     20,500  01/01/02 - 01/31/07  2-5 yr. terms
Chatsworth, GA    24,360  04/29/03 - 04/30/08  2-5 yr. terms
Chickamauga, GA   13,840  01/01/96 - 12/31/04  2-5 yr. terms
Tunnel Hill, GA   18,900  01/01/04 - 08/31/07  3-5 yr. terms
Stevenson, AL     23,860  06/01/04 - 05/31/09  1-5 yr. term
Dayton, TN        23,004  08/01/02 - 07/31/07  1-5 yr. term
Jasper, TN        25,000  04/28/01 - 04/30/06  3-5 yr. terms
                 -------
                 163,864
                 =======
</TABLE>

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


                                        3
<PAGE>
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.


                                        4
<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:

<TABLE>
<CAPTION>
Name and Year          Office(s) Presently
First Elected as       Held, Business Experience
Executive Officer      and Certain Directorships                  Age
---------------------  -------------------------------  ------------------------
<S>                    <C>                              <C>

Michael A. Richardson  Chairman of the Board of                               58
1977                   Directors, President, Chief
                       Executive Officer, member of
                       the Executive Committee of
                       the Board of Directors.

Virgil E. Bishop       Vice-President, Director,                              65
1974                   member of the Executive
                       Committee of the Board
                       of Directors.

Paul R. Cook           Executive Vice-President,                              54
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                              60
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                               51
1991                   Executive Committee (ex-
                       officio).  From 1972 to 1991,
                       Mrs. Southern was Administra-
                       tive Assistant for the Company.
</TABLE>


                                        5
<PAGE>
                                    PART II
                                    -------

ITEM 5.  MARKET  FOR  THE  REGISTRANT'S  COMMON  EQUITY,  RELATED  STOCKHOLDER
         MATTERS  AND  ISSUER  REPURCHASES  OF  EQUITY  SECURITIES

Issuer Repurchases:
------------------

The following table presents information with respect to repurchases of common
stock made by the Company during the fourth quarter of the fiscal year covered
by this report:

<TABLE>
<CAPTION>
                                                     Total Number of
                                       Average      Shares Purchased  Maximum Number of
                                        Price               as           Shares that May
                   Total Number         Paid            Part of a              Yet
                    of Shares            per             Publicly         Be Purchased
Period            Purchased (1)         Share         Announced Plan    Under the Plan
------          ----------------  -----------------  ----------------  ----------------

<S>             <C>               <C>                <C>               <C>
February 29 -
March 27, 2004                 -                  -                 -                 -

March 28 -
April 24, 2004             1,100  $            1.00                 -                 -

April 25 - May
29, 2004                       -                  -                 -                 -

TOTAL                      1,100  $            1.00                 -                 -
                ================  =================  ================  ================
<FN>

(1)  Represents shares repurchased at $1.00 per share in response to unsolicited
     requests from unaffiliated shareholders during the quarter.
</TABLE>


The remaining 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, 2004.

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, 2004.

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, 2004.


                                        6
<PAGE>
ITEM 7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

The Company does not engage in derivative transactions, nor does it hold or
issue financial instruments for trading or other speculative purposes. The
Company is exposed to market risk related 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 10 through 23 of the Company's Annual Report to security holders for the
fiscal year ended May 29, 2004.

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

None.

ITEM 9A.  CONTROLS  AND  PROCEDURES

As of the end of the period covered by this annual report, an evaluation was
performed, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation,
the Chief Executive Officer and the Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective. No change in the
Company's internal control over financial reporting occurred during fourth
fiscal quarter of the period covered by this annual report that materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.


                                        7
<PAGE>
                                    PART III
                                    --------

ITEM 10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

Executive Officers
------------------

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."

Audit Committee Financial Expert
--------------------------------

All four of the Company's independent directors currently serve on the Audit
Committee, and each is an experienced business professional. Thomas L.
Richardson is the retired chief executive officer of Learning Labs, Inc., a
position he held for 27 years. He and Jerome P. Sims, Sr. each have had over 30
years of experience in reviewing the Company's financial reporting process
through service as independent directors. Danny R. Skates has 10 years of senior
management experience as Vice President and General Manager of Jackson Chevrolet
Pontiac Buick GMC, and Andrew V. Douglas has had extensive experience with the
business of independent grocery retailers such as the Company through his
service as a retail counselor for Fleming Companies, Inc., our former principal
supplier. Accordingly, in light of their backgrounds and their understanding of
the Company's business, the Board of Directors believes that the members of the
Audit Committee will be able to provide effective oversight for the Company's
financial reporting process and its relationship with its independent
accountants. Nevertheless, the Company's Board of Directors has not determined
that any member of the Company's Audit Committee qualifies as an "audit
committee financial expert" under the SEC's detailed, technical definition of
that term.

Code of Ethics
--------------

The Company has adopted a Code of Business Conduct and Ethics (the "Code of
Ethics") which applies to its principal executive officer, principal financial
officer and principal accounting officer or controller, and any persons
performing similar functions. A copy of the Code of Ethics is filed as Exhibit
14 to this Report.

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 23, 2004, under the headings
"INFORMATION ABOUT NOMINEES FOR DIRECTOR" and "SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE."


                                        8
<PAGE>
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 23, 2004, under the headings "DIRECTORS'
COMMITTEES, 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 23, 2004, 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 23, 2004, under the heading "CERTAIN
TRANSACTIONS."

ITEM 14.  PRINCIPAL  ACCOUNTING  FEES  AND  SERVICES

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 23, 2004, under the heading "AUDITORS FEES."

                                    PART IV
                                    -------

ITEM 15.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS  ON FORM 8-K

(a)  1.   The following  Financial  Statements  included  in  the Company's 2004
          Annual Report  to  the security holders for the fiscal year ended May
          29, 2004, are incorporated by reference in Item 8 hereof:


                                        9
<PAGE>
          -    Report  of  Independent  Registered  Public  Accounting  Firm

          -    Balance  Sheets  -  May  29,  2004  and  May  31,  2003

          -    Statements of Income and Changes in Stockholders' Equity - Fiscal
               Years  Ended  May  29,  2004;  May  31,  2003  and  June  1, 2002

          -    Statements  of  Cash Flows - Fiscal Years Ended May 29, 2004; May
               31,  2003  and  June  1,  2002

          -    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.


                                        10
<PAGE>
Exhibit 10.8   Lease Agreement for the Company's Jasper,
               Tennessee location.

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 10.15  First Lease Amendment Agreement for the Company's
               Chatsworth, Georgia location, dated March 19, 2003.

Exhibit 10.16  Commercial Variable Rate Revolving or Draw Note between
               the Company and Northwest Georgia Bank, dated May 30,2003.

Exhibit 10.17  Description of the Company's Bonus Plan.

Exhibit 10.18  Asset Purchase Agreement dated December 20,2003
               between the Company and Russell's Food Stores, Inc.

Exhibit 10.19  Lease Agreement for the Company's Tunnel Hill, Georgia
               location, dated December 20, 2003 between the Company
               and Tunnel Properties, LLC.


                                       11
<PAGE>
Exhibit 10.20  Commercial Variable Rate Promissory Note
               between the Company and Northwest Georgia Bank, dated
               December 17, 2003.

Exhibit 10.21  Demand Note with Variable Interest Rate between the Company
               and Michael A. and Diana K. Richardson.

Exhibit 10.22  Demand Note with Variable Interest Rate between the Company
               and Matthew A. Richardson.

Exhibit 13     Information Incorporated by Reference
               from Annual Report to Shareholders for
               the Fiscal Year ended May 29, 2004.

Exhibit 14     Code of Business Conduct and Ethics.

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

Exhibit 31.1   C.E.O. Certification pursuant to Exchange Act Rules
               13a-14(a) and 15d-14(a).

Exhibit 31.2   C.F.O. Certification pursuant to Exchange Act Rules
               13a-14(a) and 15d-14(a).

Exhibit 32.1   C.E.O. Certification pursuant to Exchange Act Rules
               13a-14(b) and 15d-14(b).

Exhibit 32.2   C.F.O. Certification pursuant to Exchange Act Rules
               13a-14(b) and 15d-14(b).

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


                                       12
<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 23, 2004     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 23, 2004
----------------------------     President and Chief
Michael A. Richardson            Executive Officer

/s/  Paul  R.  Cook              Executive Vice-              August 23, 2004
----------------------------     President, Chief
Paul  R.  Cook                   Financial Officer,
                                 Treasurer (Chief
                                 Accounting Officer) and
                                 Director

/s/  Virgil  E.  Bishop          Vice-President and           August 23, 2004
----------------------------     Director
Virgil  E.  Bishop

/s/  Danny  R.  Skates           Director                     August 23, 2004
----------------------------
Danny  R.  Skates

/s/  Thomas  L.  Richardson      Director                     August 23, 2004
----------------------------
Thomas  L.  Richardson

----------------------------     Director                     August __, 2004
Jerome  P.  Sims,  Sr.

/s/  Andrew  V.  Douglas         Director                     August 23, 2004
----------------------------
Andrew  V.  Douglas


<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.


<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.
               Incorporated by reference to Exhibit 10.14 to Form 10-K for
               the year ended June 1, 2002.

Exhibit 10.15  First Lease Amendment Agreement for the Company's Chatsworth,
               Georgia location, dated March 19, 2003.  Incorporated by
               reference to Exhibit 10.15 to Form 10-K for the year ended
               May 31, 2003.

Exhibit 10.16  Commercial Variable Rate Revolving or Draw Note between
               the Company and Northwest Georgia Bank, dated May 30, 2003.
               Incorporated by reference to Exhibit 10.16 to
               Form 10-K for the year ended May 31, 2003.


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Exhibit 10.17  Description of the Company's Bonus Plan. Incorporated by
               reference to Exhibit 10.17 to Form 10-K for the year ended
               May 31, 2003.

Exhibit 10.18  Asset Purchase Agreement dated December 20, 2003 between the
               Company and Russell's Food Stores, Inc.  Incorporated by
               reference to Exhibit 10.1 to Form 10-Q for the quarterly
               period ended February 28, 2004.

Exhibit 10.19  Lease Agreement for the Company's Tunnel Hill, Georgia
               location, dated December 20, 2003 between the Company and
               Tunnel Properties, LLC. Incorporated by reference to
               Exhibit 10.2 to Form 10-Q for the quarterly period ended
               February 28, 2004.

Exhibit 10.20  Commercial Variable Rate Promissory Note between the
               Company and Northwest Georgia Bank, dated December 17, 2003.
               Incorporated by reference to Exhibit 10.3 to Form 10-Q for
               the quarterly period ended February 28, 2004.

Exhibit 10.21  Demand Note with Variable Interest Rate between the Company
               and Michael A. and Diana K. Richardson.  Filed herewith.

Exhibit 10.22  Demand Note with Variable Interest Rate between the Company
               and Matthew A. Richardson.  Filed herewith.

Exhibit 13     Information Incorporated by Reference from
               Annual Report to Shareholders for the
               Fiscal Year ended May 29, 2004.  Filed
               herewith.

Exhibit 14     Code of Business Conduct and Ethics.  Filed herewith.

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

Exhibit 31.1   C.E.O. Certification pursuant to Exchange Act Rules 13a-14(a)
               and 15d-14(a). Filed herewith.

Exhibit 31.2   C.F.O. Certification pursuant to Exchange Act Rules 13a-14(a)
               and 15d-14(a). Filed herewith.

Exhibit 32.1   C.E.O. Certification pursuant to Exchange Act Rules 13a-14(b)
               and 15d-14(b). Filed herewith.

Exhibit 32.2   C.F.O. Certification pursuant to Exchange Act Rules 13a-14(b)
               and 15d-14(b). Filed herewith.


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