Form 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)

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

For the Fiscal Year ended June 3, 2000

                                       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 Alamar Street, 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 15, 2000,  the  aggregate  market value of the voting stock held by
non-affiliates  of the registrant was  approximately  $161,973.  (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.

835,618 shares of Common Stock, $0.10 par value, as of August 15, 2000.

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

(1) specified portions of the Registrant's Annual Report to Shareholders for the
fiscal year ended June 3, 2000,  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 21, 2000  incorporated by reference into Part
III of this report on Form 10-K.


                                       ii
<PAGE>

                                     Part I

ITEM 1. BUSINESS

     Incorporated in Georgia in 1968, American Consumers,  Inc. (the "Company"),
operates 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  "Foodland," "Ultimate Choice," "Freshland," "Price Saver" and
"Select."  Bread and related  bakery items are also offered as  controlled-label
groceries.

     During the fiscal year ended June 3, 2000, the Company's  major supplier of
staple groceries was Fleming Co., Inc. ("Fleming"), with its principal corporate
offices  in  Oklahoma  City,  Oklahoma,  until  March of 2000  when the  company
switched  suppliers  from  Fleming to  Mitchell  Grocery  Corp.  operating  from
Albertville,  Alabama. For the fiscal year ended June 3, 2000, approximately 77%
of the Company's total inventory purchases of $20,267,610 were made from Fleming
and Mitchell.  Prior years'  purchases  from Fleming were  approximately  74% of
total  inventory.  The  inventory  purchases  that were switched from Fleming to
Mitchell  covered  all lines of the  Company's  groceries.  Fleming had been the
Company's  principal  supplier of tobacco products and meat products.  Purchases
from Specialty Produce Company also were switched to Mitchell,  so that Mitchell
now accounts 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  30%  of its
requirements of certain  perishable items,  including  produce,  and account for
approximately  23% 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.


                                       1
<PAGE>

     The supermarket  industry is highly competitive and the principal method of
competition  historically  has been the  pricing  of  groceries.  The  Company's
current major  competitors now include  various local and four regional  chains.
The nature of such price  competition  includes  the sale of  selected  items at
below cost prices as  "loss-leaders" or "advertised  specials",  the practice of
"double  couponing" or matching coupon discounts with additional cash discounts,
loyalty card programs,  as well as the sale of certain main line items at prices
below  the  Company's  wholesale  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 2000, 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.  The
Company  recently  began  purchasing the majority of its inventory from Mitchell
Grocery Corp. in an effort to improve its product acquisition cost.

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

     The Company employs  approximately 80 full-time employees and approximately
107 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


                                       2
<PAGE>

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.  Fiscal 1998 and 1999  consisted  of 52 weeks,
while fiscal 2000 consisted of 53 weeks.

                                      2000              1999              1998
                                      ----              ----              ----

Meat                             $ 6,235,625       $ 5,858,943       $ 6,201,052

Produce                            1,823,746         1,771,291         1,846,159

Grocery & Non-
Food Items                        17,559,192        17,852,328        18,872,986

ITEM 2. PROPERTIES

     The  executive  offices of the Company are located in an 1,800  square-foot
office  building  on  Alamar  Street,  just  off  Battlefield  Parkway  in  Fort
Oglethorpe,  Georgia,  which the Company holds under a lease for a term of three
years, expiring in November 2002.

     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.  Summary  information
concerning these leases is presented below:

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

Ringgold, GA        14,400     12/01/97 - 11/30/02    1-5 yr. 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 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.


                                       3
<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            54
1977                                Directors, President, Chief
                                    Executive Officer, member
                                    of the Executive Committee
                                    of the Board of Directors.

Virgil Bishop                       Vice-President, Director,           61
1974                                member of the Executive
                                    Committee of the Board
                                    of Directors.

Paul R. Cook                        Executive Vice-President,           50
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           56
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            47
1991                                Executive Committee (ex-
                                    officio).  From 1972 to 1991,
                                    Mrs. Southern was Administra-
                                    tive Assistant for the Company.


                                       4
<PAGE>

                                     PART II

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

The  information  required by this Item is  incorporated  herein by reference to
page 4 of the Company's  Annual  Report to security  holders for the fiscal year
ended June 3, 2000.

ITEM 6. SELECTED FINANCIAL DATA

The  information  required by this Item is  incorporated  herein by reference to
page 3 of the Company's  Annual  Report to security  holders for the fiscal year
ended June 3, 2000.

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 June 3, 2000.

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 June 3, 2000.

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 21, 2000,  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


                                       5
<PAGE>

for the Company's  Annual Meeting of Shareholders to be held September 21, 2000,
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  21,  2000,  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 21, 2000,  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  2000
          Annual  Report to the security  holders for the fiscal year ended June
          3, 2000, are incorporated by reference in Item 8 hereof:

          -    Report of Independent Accountants

          -    Balance Sheets - June 3, 2000 and May 29, 1999

          -    Statements of Income and Retained Earnings - Fiscal Years Ended
               June 3, 2000; May 29, 1999 and May 30, 1998

          -    Statements of Cash Flows - Fiscal Years Ended June 3, 2000; May
               29, 1999 and May 30, 1998

          -    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.


                                       6
<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 10.1   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 10.2   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 10.3   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 10.4   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 10.5   Note  and  Security   Agreement  dated  February  14,  2000,
                    together with related  Commitment  Letter dated February 10,
                    2000, between the Company and Wachovia Bank of Georgia, N.A.
                    Incorporated   by  reference  to  Exhibits  10.1  (Note  and
                    Security  Agmt.) and 10.2  (Commitment  Letter) to Form 10-Q
                    for the quarterly period ended February 26, 2000.


                                       7
<PAGE>

     Exhibit 10.6   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 10.7   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 10.8   Lease  Agreement  for  the  Company's  Chatsworth,   Georgia
                    location.  Incorpor-  ated by reference to Exhibit  10(g) to
                    Form 10-K for the year ended May 29, 1993.

     Exhibit 10.9   Lease  Agreement  for  the  Company's  Chickamauga,  Georgia
                    location.  Incorpor-  ated by reference to Exhibit  10(h) to
                    Form 10-K for the year ended May 29, 1993.

     Exhibit 10.10  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 10.11  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 10.12  Lease  Agreement  for  the  Company's   Executive   Offices.
                    Incorporated  by  reference to Exhibit 10.1 to Form 10-Q for
                    the quarterly period ended August 28, 1999.

     Exhibit 10.13  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.


                                       8
<PAGE>

     Exhibit 10.14  Collateral  Assignment  of Deposit,  between the Company and
                    Wachovia  Bank of Georgia,  N.A.,  dated  November 15, 1999.
                    Incorporated by referenced to Exhibit 10(a) to Form 10-Q for
                    the quarterly period ended November 27, 1999.

     Exhibit 13     Annual Report to Shareholders for the Fiscal Year ended June
                    3, 2000.

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

     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.


                                       9
<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 30, 2000               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 30, 2000
------------------------      President and Chief
Michael A. Richardson         Executive Officer

s/Paul R. Cook                Executive Vice-              August 30, 2000
------------------------      President, Chief
Paul R. Cook                  Financial Officer,
                              Treasurer (Chief
                              Accounting Officer) and
                              Director

s/Virgil E. Bishop            Vice-President and           August 30, 2000
------------------------      Director
Virgil E. Bishop

s/John P. Price               Director                     August 30, 2000
------------------------
John P. Price

s/Thomas L. Richardson        Director                     August 30, 2000
------------------------
Thomas L. Richardson

s/Jerome P. Sims              Director                     August 30, 2000
------------------------
Jerome P. Sims, Sr.

s/ Andrew V. Douglas          Director                     August 30, 2000
------------------------
Andrew V. Douglas


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