AMENDMENT NO.3
			     TO
	 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


	AMENDMENT NO.3 dated October 5,1998 to 
the Amended and Restated Revolving Credit Agreement 
dated as of September 15,1997 (as heretofore amended, 
and as may be further amended. restated, modified or 
supplemented from time to time, the "Credit 
Agreement") among Jitney-Jungle Stores of America, 
Inc., Southern Jitney Jungle Company, MaCarty-
Holman Co., Inc., Jitney-Jungle Bakery, Inc., Pump and 
Save, Inc., Interstate Jitney Jungle Stores Inc., and 
Delchamps. Inc. (each a "Borrower" and collectively, 
the "Borrowers"), the Guarantors named therein, the 
Lenders named therein and Fleet Capital Corporation, as 
Agent.

	WHEREAS, as a result of the interruption of 
business and the recent damage caused to the assets of 
certain Borrowers and Guarantors related to Hurricane 
Georges, the Borrowers have requested that the Agent 
and the Lenders agree to increase the Total 
Commitment and the Supplemental Availability under 
the Credit Agreement and amend certain other 
provisions contained in the Credit Agreement;

	WHEREAS the Lenders are willing to amend 
such provisions on the terms and conditions hereof;

	NOW, THEREFORE, the Borrowers, the 
Guarantors, the Lenders and the Agent hereby agree as 
follows:

	SECTION 1 CAPITALIZED TERMS. 
Capitalized terms used herein and not defined shall have 
the respective meanings assigned to such terms in the 
Credit Agreement.

	SECTION 2 AMENDMENTS TO THE CREDIT AGREEMENT. 
The Credit Agreement shall be, and upon the fulfillment 
of the conditions set forth in 
Section 5 hereof is, amended as follows:

	SECTION 2.1 Schedule 2.01(a) attached hereto 
is hereby made a part of the Credit Agreement.

	SECTION 2.2 The definition of Commitment is 
hereby deleted in its entirely and the following is hereby 
substituted therefore:

	"Commitment" shall mean, with respect to each 
Lender, the sum of the
Commitment of such Lender as set forth on Schedules 
2.01 and 2.01(a), annexed hereto,
as it maybe adjusted from time to time pursuant to 
Section 2.07.

	SECTION 2.3 The Percentage of Commitment 
column on Schedule 2.01 is hereby deleted in its 
entirety.

	SECTION 2.4 The definition of Supplemental 
Availability is hereby amended by adding the phrase 
"plus the aggregate amount of the Commitments set 
forth on Schedule 2.01(a), if any" at the end of the 
definition.

	SECTION 2.5  Section 2.l7(b) is hereby 
amended by deleting the parenthetical phrase "(as 
determined in accordance with the percentage amounts 
set forth in Schedule 2.01 hereto)" and substituting 
therefore the phrase "(as determined by dividing the sum 
of such Lender's Commitment by the Total 
Commitment)".

	SECTION 2.6 Section 2.17(c)(i) is hereby 
amended by deleting the phrase "as determined in 
accordance with the percentage amounts set forth in 
Schedule 2.01 hereto" and substituting therefore the 
phrase "as determined by dividing the sum of such 
Lender's Commitment by the Total Commitment".

	SECTION 3 ADDITIONAL COMMITMENTS: REDUCTION OF 
COMMITMENTS 

	SECTION 3.1 The parties hereto agree that any 
Lender may, upon written notice to the Agent 
substantially in the form of Exhibit A hereto, increase 
the portion of its Commitment set forth on Schedule 
2.01(a); provided, however, that in no event shall the 
aggregate of the Commitments set forth on Schedule 
2.01(a) exceed US $25,000,000. Upon receipt of such 
notice, the Agent shall notify the Borrowers and the 
Lenders of such increase.

	SECTION 3.2 The parties hereto agree that the 
Commitment of each Lender set forth on Schedule 
2.01(a) shall be reduced to US$0 on  January 15,1999.

	SECTION 3.3 The parties hereto agree that all 
Loans, whether made under the Commitments set forth 
on Schedule 2.01 or 2.01(a), shall be treated pari passu 
and shall be secured by the Collateral pro rata taking all 
Loans into account.

	SECTION 3.4 Upon the request of any Lender, 
the Borrowers hereby agree to execute and deliver a 
Note, substantially in the form of Exhibit A to the Credit 
Agreement, payable to such Lender in the principal 
amount of the Commitment of such Lender set forth on 
Schedule 2.01(a) and with a maturity date of January 
15, 1999.

	SECTION 4 ADDITIONAL AGREEMENTS

	SECTION 4.1 Notwithstanding any provision of 
Section 2.09(e)(ii) of the Credit Agreement, upon the 
receipt by the Agent or any Borrower, any Guarantor or 
any of their respective subsidiaries (x) of any net 
proceeds of any insurance required to be maintained 
pursuant to Section 6.03 of the Credit Agreement (or 
otherwise maintained by such Borrower, Guarantor or 
subsidiary) on account of any loss, damage or injury to 
any asset of any such Borrower, Guarantor or subsidiary 
(including, without limitation, any Collateral) caused 
directly or indirectly by Hurricane Georges, or (y) or 
any net proceeds of any business interruption insurance 
required to be maintained pursuant to Section 6.03 of 
the Credit Agreement (or otherwise maintained by such 
Borrower, Guarantor or subsidiary) related directly or 
indirectly to Hurricane Georges. such Borrower, such 
Guarantor or such subsidiary shall promptly notify the 
Agent of such receipt in writing (or by telephone 
promptly confirmed in writing), and not later than the 
fifth Business Day following receipt by the Agent or 
such Borrower, such Guarantor or such subsidiary of 
any such proceeds, there shall become due and payable a 
prepayment of the Loans in an amount equal to 100% of 
such proceeds. The proceeds of any prepayment made 
pursuant to this Section 4.1 shall be applied to the 
outstanding Loans in accordance with Section 2.09(f) of 
the Credit Agreement: provided, however, if at the time 
of such prepayment the outstanding Loans exceed the 
aggregate of the Lenders' Commitments on Schedule 
2.01, the proceeds of such prepayment shall first be 
applied to Loans made under the Lenders' 
Commitments on Schedule 2.0l(a), pro rata in 
accordance with each Lenders Commitment on 
Schedule 2,01(a) until all such Loans have been repaid 
in full and any remaining proceeds shall be applied to the 
outstanding Loans in accordance with Section 2.09(f) of 
the Credit Agreement.

	SECTION 4.2 On each date that a prepayment 
of principal of the Loans is required pursuant to Section 
4.1 hereof, the Commitment of the Lenders set forth on 
Schedule 2.01(a) shall be reduced in an amount equal to 
such prepayment and each Lender's Commitment on 
Schedule 2.0l(a) shall be reduced pro rata based on each 
Lenders share of the aggregate of the Commitments set 
forth on such schedule.

	SECTION 5 CONDITIONS PRECEDENT

	This Amendment shall become effective on such date as 
the following conditions have been satisfied in full or 
waived by the Agent in writing:

	SECTION 5.1 The Agent shall have received in 
form and substance satisfactory to the Agent and its 
counsel:

	(a)     A certificate signed by the Secretary of 
each Borrower, Grantor and Guarantor, dated the date 
hereof, certifying that attached thereto is a true and 
complete copy of resolutions adopted by such person's 
Board of Directors authorizing the execution, delivery 
and performance of this Amendment, and that such 
resolutions have not been modified, rescinded or 
amended and are in full force and effect.

	(b)     A certificate signed by a Financial Officer 
of each Borrower and Guarantor, that (i) the 
representations and warranties made in this Amendment 
are true and correct, both immediately prior to and after 
giving effect to the transactions contemplated herein, 
and (ii) there exists no unwaived Default or Event of 
Default both immediately prior to and after giving effect 
to the transaction contemplated herein.

	(c)     Counterparts of this Amendment 
executed by each Borrower, each Guarantor, each 
Grantor and each Lender shall have been delivered to 
the Agent.

	(d)     Evidence that this Amendment and the 
transactions contemplated herein shall not violate or 
contravene any credit agreement, indenture or other 
agreement to which any Borrower, Guarantor or 
Grantor is a party.

	(e)     An Opinion of Butler, Snow, O'Mara. 
Stevens & Cannada, PLLC, addressed to the Agent and 
the Lender, as to the authorization, execution and 
delivery of this Amendment and the Notes delivered 
herewith and the non-contravention of this Amendment 
with credit agreement, indenture or other agreement to 
which any Borrower, Guarantor or Grantor is a party.

	(f)     If so requested, each Lender that has 
increased its Commitment shall have received Notes 
reflecting such increase in Commitment duly executed 
by the Borrowers.

	(g)     Such other approvals, opinions or 
documents as the Agent may reasonably request.

	SECTION 5.2 All representations and 
warranties contained in this Amendment or otherwise 
made in writing to the Agent in connection herewith 
shall be true and correct in all material respects.

	SECTION 5.3 No unwaived Default or Event of 
Default has occurred and is continuing.

	SECTION 5.4 Kaye, Scholer, Fierrnan, Hays & 
Handler, LLP, counsel to the Agent, shall have received 
payment in full for all legal fees charged, and all costs 
and expenses incurred, by such counsel in connection 
with the transactions contemplated under this 
Amendment and the other Loan Documents and 
instruments in connection herewith and therewith.

	SECTION 6  MISCELLANEOUS

	SECTION 6.1 Each of the Borrowers and each 
Guarantor reaffirms and restates the representations and 
warranties set forth in Article IV of the Credit 
Agreement, as amended by this Amendment, and all 
such representations and warranties shall be true and 
correct on the date hereof with the same force and effect 
as if made on such date (except insofar such 
representation and warranties relate expressly to an
earlier date). Each of the Borrowers and each Guarantor 
represents and warrants (which representations and 
warranties shall survive the execution and delivery 
hereof) to the Agent that:

	(a)     It has caused the corporate power and 
authority to execute, deliver and carry out the terms and 
provisions of this Amendment and the Notes and has 
taken or caused to take all necessary corporate action 
to authorize the execution, delivery and
performance of  this Amendment;

	(b)     No consent of any other person 
(including, without limitation, shareholders or creditors 
of any Borrower or a Guarantor), and no action of, or 
filing with any governmental or public body or authority 
is required to authorize, or is otherwise required in 
connection with the execution, delivery and performance 
of this Amendment;

	(c)     This Amendment, the Notes and the 
other instruments and documents contemplated hereby 
have been duly executed and delivered by a duly 
authorized officer on behalf of such party, and 
constitutes a legal, valid and binding obligation of such 
party enforceable against such party in accordance with 
its terms, subject to bankruptcy, reorganization, 
insolvency, moratorium and other similar laws affecting 
the enforcement of creditors' rights generally and the 
exercise of judicial discretion in accordance with general 
principles of equity; and

	(d)     The execution, delivery and performance 
of this Amendment, the Notes and the other instruments 
and documents contemplated hereby will not violate any 
law, statute or regulation, or any order or decree of any 
court or governmental instrumentality, or conflict with, 
or result in the breach of, or constitute a default under 
any contractual obligation of such party.

	SECTION 6.2  Nothing herein shall be deemed 
to be a waiver of any covenant or agreement contained 
in the Credit Agreement, and each Borrower and each 
Guarantor hereby agrees that all of the covenants and 
agreements contained in the Credit Agreement and the 
other Loan Documents are hereby ratified and 
confirmed in all respects and shall remain in full force 
and effect in accordance with their respective terms,

	SECTION 6.3 All references to the Credit 
Agreement in the Credit Agreement or any other Loan 
Document and the other documents and instruments 
delivered pursuant to or in connection therewith shall 
mean such Agreement as amended hereby and as each 
may in the future be amended, restated, supplemented or 
modified from time to time.

	SECTION 6.4 This Amendment may be 
executed by the parties hereto individually or in 
combination, in one or more counterparts, each of which 
shall be an original and all of which shall constitute one 
and the same agreement.

	SECTION 6.5 Delivery of an executed 
counterpart of a signature page by telecopier shall be 
effective as delivery of a manually executed counterpart.

	SECTION 6.6  This Amendment shall be 
governed by, and construed and interpreted in 
accordance with, the laws of the State of New York.

	SECTION 6.7 The parties hereto shall, at any 
time and from time to time following the execution of 
this Amendment, execute and deliver all such further 
instruments and take all such further action as may be 
reasonably necessary or appropriate in order to carry 
out the provisions of this Amendment.

	[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





						SCHEDULE 2.01(a)


				Commitments

	Lender                                         Commitment
					     
	Fleet Capital Corporation                       $8,333,333
	60 East 42nd Street
	New York, New York  10017
	Attention. Mr. Thomas Maiale
	Tel #:  (212) 885-8826
	Fax #:  (212) 885-8829

	Heller Financial, Inc.                          $5,833,333
	101 Park Avenue
	New York, New York  10178
	Attention: Mr. Tom Bukowski
	Tel #:   (212) 880-7169
	Fax #:  (212) 880-7002

	PNC Bank, National Association                  $2,666,667
	2 PNC Plaza 18th Floor
	620 Liberty Avenue
	Pittsburgh, PA 15222
	Attention:  Mr. Richard Muse
	Tel #:  (412) 762-4471
	Fax #:  (412)762-4069

	IBJ Schroder Business Credit Corp.              $2,333,333
	One State Street
	New York, New York 10004
	Attention:  Mr. Jim Steffy
	Tel #:  (212) 858-2094
	Fax#:   (212)858-2151

	National Bank of Canada,                        $2,166,667
	a Canadian Chartered Bank
	125 West 55th Street
	New York, New York 10019
	Attention:  Mr. Torn Doss
		    Senior Vice President
	Tel #:  (212) 632-8560
	Fax#:   (212) 632-8564


	Lender                                        Commitment

	Deutsche Financial Services                    $2,000,000
	Corporation
	2331 Waukegan Road
	Bannuck Bunn. Illinois 60016
	Attention:  Mr. Charles Arkin
	Fax #: (847) 948-1872

	National City Dank                             $1,666,667
	1900 East Ninth Street
	Cleveland, Ohio 44114
	Attention: Mr. Joseph D. Robison
	Tel #:  (216) 575-9254
	Fax #:  (216) 575-9396

	Total Commitment                              $25,000,000


<PAGE>


				EXHIBIT A


							[DATE]

Fleet Capital Corporation
60 East 42nd Street
New York, NY 10017
Attn: Thomas Maiale

Gentlemen:

	Reference is made to that certain Amendment 
No.3 dated October ____, 1998 to the Amended and 
Restated Revolving Credit Agreement dated as of 
September 15, 1997 (as heretofore amended, and as 
may be further amended, restated, modified or 
supplemented from time to time, the "Credit 
Agreement") among Jitney-Jungle Stores of America, 
Inc., Southern Jitney Jungle Company, McCarty-
Holman Co., Inc., Jitney-Jungle Bakery. Inc., Pump and 
Save, Inc.. Interstate Jitney Jungle Stores, Inc., and 
Delchamps, Inc. (each a "Borrower" and collectively, 
the "Borrowers"), the Guarantors named therein, the 
Lenders named therein and Fleet Capital Corporation, as 
Agent.

	Capitalized terms used herein and not defined 
shall have the respective meanings assigned to such 
terms in the Credit Agreement.

	[BANK] hereby agrees to increase its 
Commitment as set forth on Schedule 2.01(a) to the 
Credit Agreement by [___________________]  making 
its Commitment [________________].



					[BANK]



					By ____________________         
					   Name:
					   Title:


Accepted and agreed this     day of    


FLEET CAPITAL CORPORATION, as Agent

By _________________________
   Name:
   Title:

<PAGE>


			WAIVER AND CONSENT AGREEMENT


	WAIVER AND CONSENT AGREEMENT 
dated May 8, 1998 to the Amended and Restated 
Revolving Credit Agreement dated as of September 
15,1997 (as heretofore amended, and as may be further 
amended, restated, modified or supplemented from time 
to time, the "Credit Agreement") among Jitney-Jungle 
Stores of America, Inc, ("Jutney Jungle"), Southern 
Jitney Jungle Company, McCarty-Holman Co., Inc., 
Jitney-Jungle Bakery, Inc., Pump and Save, Inc., 
Interstate Jitney Jungle Stores. Inc., and Delchamps, 
Inc., ("Delchamps") (each a "Borrower" and 
collectively, the "Borrowers"), the guarantors named 
therein, the lenders named therein (the "Lenders") and 
Fleet Capital Corporation, as agent for the Lenders (the 
"Agent"). Capitalized terms used herein and not defined 
shall have the respective meanings assigned to such 
terms in the Credit Agreement.

	WHEREAS the Jitney-Jungle desires to execute 
and deliver to A.I. Credit Corp.
("Credit Corp.") a Premium Finance Agreement and a 
Disclosure Statement and Security Agreement, each 
dated April 30,1998 (together, the "Agreements");

	WHEREAS the Agent and the Lenders are 
willing to consent to the execution and delivery of the 
Agreements and to waive such provisions of the Credit 
Agreement on the terms and conditions contained 
herein;

	NOW, THEREFORE, the Borrowers, the 
Guarantors, the Lenders and the Agent hereby agree as 
follows:

1.      Consent.  The Agent and the Lenders 
hereby consent to the execution by Jitney-Jungle of the 
Agreements.

2.      Waiver.   Pursuant to the terms, and 
conditions contained herein, the Agent and the Lenders 
hereby agree to the following:

	2.1     to waive Section 7.01 of the Credit 
Agreement only to the extent necessary to permit Jitney-
Jungle to grant liens in favor or Credit Corp. to secure 
payment of amounts due under the Agreements;

	2.2     to waive Section 7.03 to the Credit 
Agreement only to the extent necessary to permit Jitney-
Jungle to incur, create, assume and permit to exist 
Indebtedness to Credit Corp. incurred in connection 
with the Agreements up to a maximum amount of 
$16,500,000;

	2.3     to waive Section 7.18(a) to the Credit 
Agreement only to the extent necessary to allow Jitney-
Jungle, directly or indirectly, to prepay, redeem, 
purchase, defease or retire in advance of its scheduled 
maturity any Indebtedness under certain insurance 
policies maintained with Aon Risk Services with respect 
to the premiums payable under such policies, as 
contemplated by the financing arrangements with Credit 
Corp. pursuant to the Agreements.

3.      Effective Date. This Agreement shall 
become effective upon compliance with the conditions 
set fort immediately below:

	(a)     The Agent shall have received an original 
counterpart of this Waiver and Consent, duly executed 
and delivered by the Borrowers, the Guarantors and the 
Lenders.

	(b)     No Event or Event of Default shall have 
occurred and there shall have been no material adverse 
change in the business or financial condition of any of 
the Borrowers.

5.      Ratification. Except as expressly waived 
herein, all terms and conditions of the Loan Agreement 
and all other Loan Documents remain in full force and 
effect.   All collateral security and guarantees in 
connection with the Loan Agreement and/or the Loan 
Documents are hereby confirmed and ratified in all 
respects.

6.      Counterparts. This Waiver and Consent 
may be executed in counterparts, each of which shall 
constitute an original but all of which when taken 
together shall constitute one contract, and shall become 
effective when copies hereof which, when taken 
together, bear the signatures of each of the parties 
hereto shall be delivered to the Agent, Delivery of an 
executed counterpart of a signature page to this Waiver 
and Consent by telecopier shall be effective as delivery 
of a manually executed signature page hereto.

7.      Governing Law. THIS WAIVER AND CONSENT SHALL BE 
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN 
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK 
(OTHER THAN THE CONFLICTS OF LAWS PRINCIPLES THEREOF).



<PAGE>



	IN WITNESS WHEREOF, the parties 
have caused this Amendment Agreement to be 
executed by their respective officers thereunto duly 
authorized, as to the date first above written.


				FLEET CAPITAL CORPORATION, as Agent



				By:   /s/ Thomas Maiale   
				Name:   Thomas Maiale   
				Title:  Vice President


				
				FLEET CAPITAL CORPORATION, as Lender



				By:   /s/ Thomas Maiale   
				Name:   Thomas Maiale   
				Title:  Vice President

				
				
				PNC BANK, NATIONAL ASSOCIATES, as Lender



				By:   /s/ Richard F. Muse, Jr.
				Name:   Richard F. Muse, Jr.
				Title:  Vice President



				HELLER FINANCIAL INC., as Lender



				By:   /s/ Stephen M. Metivier
				Name:   Stephen M. Metivier
				Title:  Assistant Vice President



			       IBJ SCHRODER BUSINESS CREDIT CORP.,
				      as Lender


				By:   /s/ James M. Steffy
				Name:   James M. Steffy
				Title:  Vice President


<PAGE>

				NATIONAL BANK OF CANADA, a Canadian
				      Chartered Bank, as Lender



				By:   /s/ J. Michael Smith
				Name:   J. Michael Smith
				Title:  Vice President
				


				NATIONAL CITYBANK, as Lender



				By:   /s/ Joseph D. Robinson
				Name:   Joseph D. Robinson
				Title:  Vice President

				
				
				DEUTSCHE FINANCIAL SERVICES HOLDING
					 CORPORATION, as Lender



				By:   /s/ Pamela D. Petrick
				Name:   Pamela D. Petrick
				Title:  Vice President


				
				FLEET BANK, N.A., as a Letter of
					Credit Issuer



				By:   /s/ Thomas Maiale   
				Name:   Thomas Maiale   
				Title:  Vice President


ACCEPTED AND AGREED
JITNEY-JUNGLE STORES OF AMERICA, INC.
SOUTHERN JITNEY JUNGLE COMPANY
McCARTY-HOLMAN CO., INC.
JITNEY-JUNGLE BAKERY, INC.,
PUMP AND SAVE, INC.,
INTERSTATE JITNEY JUNGLE STORES, INC.,
DELCHAMPS, INC.,
SUPERMARKET CIGARETTE SALES, INC.,




By:      /s/R. Barry Cannada
   Name:   R. Barry Cannada
   Title:  Executive Vice President
	   and General Counsel





<PAGE>

		WAIVER AND CONSENT AGREEMENT
			   To
	AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


	WAIVER AND CONSENT AGREEMENT, 
dated September 2,1998, to the Amended and Restated 
Revolving Credit Agreement dated as of September 
15,1997 (as heretofore amended, and as may be further 
amended, restated, modified or supplemented from time 
to time, the "Credit Agreement") among Jitney-Jungle 
Stores of Americia, Inc. ("Jitney Jungle").  Southern 
Jitney Jungle Company, McCarty -Holman Co., Inc., 
Jitney-Jungle Bakery, Inc., Pump and Save. Inc., 
Interstate Jitney Jungle Stores. Inc., Delta Acquisition 
Corporation and Delchamps, Inc. ("Delchamps") (each a 
"Borrower" and collectively, the "Borrowers"), the 
guarantors named therein, the lenders named therein 
(the "Lenders") and Fleet Capital Corporation, as agent 
for the Lenders (the "Agent"). Capitalized terms used 
herein and not defined shall have the respective 
meanings assigned to such terms in the Credit 
Agreement.

	WHEREAS, Jitney Jungle intends to trade in its 
Cessna model 550 aircraft with manufacturer's serial 
number 550-0567 and United States nationality and 
registration marks N4IBH (the "Airframe") and the 
Pratt & Whitney aircraft engines with manufacturer's 
serial numbers PCE 711463 and PCE 71462 (together 
with the Airframe, the "Existing Plane") and to apply 
the proceeds received from such trade-in to the cost of 
its acquisition of the Cessna Citation Ultra model 560 
aircraft with manufacturer's serial number 560-0430 
specified by United States nationality and registration 
Number N71JJ (the "New Airframe") and Pratt & 
Whitney aircraft engines with manufacturer's serial 
numbers PCE -JC0450 (together with the New 
Airframe, the ("New Plane");

	WHEREAS, Jitney Jungle desires to sell (the 
"East Fortification Street Sale") certain subdivision lots 
located in Jackson, Mississippi (the "Parcel") as more 
fully described in the Agreement of Sale and Purchase, 
dated on or about August 31, 1998, attached hereto as 
Exhibit A (the "East Fortification Street Agreement"), 
among Jitney Jungle and McCarty Holman Company, a 
Mississippi limited partnership.

	WHEREAS, the Borrowers have requested that 
the Agent and the Lenders agree to waive certain 
provisions in the Credit Agreement arising from the 
trade-in of the Existing Plane, the purchase of the New 
Plane and the East Fortification Street Sale;

	WHEREAS, the Agent and the Lenders are 
willing to consent to such waivers on the terms and 
conditions contained herein;

	NOW, THEREFORE, the Borrowers, the 
Guarantors, the Lenders and the Agent hereby agree as 
follows:

	SECTION 1. WAIVER AND CONSENT 
(AIRCRAFT), Pursuant to the terms and conditions 
contained herein, the Agent and the Lenders hereby 
agree to the following:

	SECTION 1.1.   The Agent and the Lenders 
agree to release their lien on the Existing Plane and that 
the US$2,400,000 credit to be received by Jitney Jungle 
for the trade-in of the Exiting Plane (the "Trade-In 
Proceeds") to be applied towards the purchase of the 
New Plane pursuant to the Trade-In Quotation 
Agreement, dated October 22, 1997 between Citation 
Marketing and Jitney Jungle, shall not be subject to the 
provisions of Section 2.09(d)(i) of the Credit Agreement 
with respect to the application of proceeds of an Asset 
Sale,

	SECTION 1.2.    The Agent and the Lenders 
agree that the provision of Section
2.07(b)(ii) of the Credit Agreement with respect to the 
mandatory permanent reduction of
the Total Commitment and Supplemental Availability 
shall not be applicable to the Trade-In Proceeds.

	SECTION 1.3.    The Agent and the Lenders 
agree to waive Section 7.01 of the Credit Agreement as 
it applies to the lien on the New Plane created under 
each of the Loan and Aircraft Security Agreement 
between Jitney Jungle and Fleet Capital Corporation 
(the "Aircraft Loan Agreement") and the promissory 
note, executed by Jitney Jungle and payable to Fleet 
Capital Corporation (in such capacity, the "Aircraft 
Lender"), in connection therewith (the "Aircraft Note"); 
provided, however that if the Agent has not received the 
proceeds from the Aircraft Loan by September 30, 
1998, the waiver contained in this Section 1,3 shall, 
cease to be effective until such time that the Agent has 
received such proceeds.

	SECTION 1.4.    The Agent and the Lenders 
agree to waive Section 7.03 of the
Credit Agreement as it applies to each of the Aircraft 
Loan Agreement and the Aircraft
Note; provided, however, that Jitney Jungle hereby 
agrees to deliver all proceeds from
the Aircraft Loan to the Agent.

	SECTION 2. WAIVER AND CONSENT 
(EAST FORTIFICATION STREET SALE)

	SECTION 2.1.    The Agent and the Lenders 
hereby agree to release their lien on the Parcel and 
consent to the East Fortification Street Sales described 
above and pursuant to the East Fortification Street Sale 
Agreement; provided, however, that the Net Cash 
Proceeds received by Jitney Jungle in connection with 
the East Fortification Street Sale shall be used to prepay 
the Loans pursuant to Section 2.09(d)(i) of the Credit 
Agreement.

	SECTION 2.2.    The Agent and the Lenders 
hereby agree that the provision of
Section 2.07(b)(ii) of the Credit Agreement with respect 
to the mandatory permanent
reduction of the Total Commitment and Supplemental 
Availability shall not be applicable
to the Net Cash Proceeds received by Jitney Jungle in 
connection with the East
Fortification Street Sale.

	SECTION 3 EFFECTIVE DATE.  This 
Agreement shall become effective upon compliance with 
the conditions set forth immediately below:

	SECTION 3.1.    The Agent shall have received 
an original counterpart of this Waiver and Consent, duly 
executed and delivered by the Borrowers, the 
Guarantors and the Lenders.

	SECTION 3.2.    The Agent shall have received 
a copy of the executed East Fortification Street Sale 
Agreement.

	SECTION 3.3.    No Default or Event of Default 
shall have occurred and be continuing and there shall 
have been no material adverse change in the business or 
financial condition of any of the Borrowers.

	SECTION 3.4.    All representations and 
warranties contained in this Waiver and Consent or 
otherwise made in writing to the Agent in connection 
herewith shall be true and correct in all material 
respects.

	SECTION 3.5.    Messrs. Kaye, Scholer, 
Fierman, Hays & Handler, LLP, counsel to the Agent, 
shall have received payment in full for all legal fees 
charged, and all costs and expenses incurred, by such 
counsel in connection with the transaction contemplated 
under this Waiver and Consent and the other Loan 
Documents and instruments in connection herewith and 
therewith.

	SECTION 4. MISCELLANEOUS

	SECTION 4.1.    Each of the Borrowers and 
each Guarantor reaffirms and restates the 
representations and warranties set forth in Article IV of 
the Credit Agreement, and all such representations and 
warranties shall be true and correct on the date hereof 
with the same force and effect as if made on such date 
(except insofar as such representation and warranties 
relate expressly to an earlier date). Each of the 
Borrowers and each Guarantor represents and warrants 
(which representations and warranties shall survive the 
execution and delivery hereof) to the Agent that:

	SECTION 4.2.   No consent of any other person 
(including, without limitation, shareholders or creditors 
of any Borrower or a Guarantor), and no action of, or 
filing with any governmental or public body or authority 
is required to authorize, or is otherwise required in 
connection with the execution, delivery and performance 
of this Waiver and Consent;

	SECTION 4.3.    This Waiver and Consent and 
the other instruments and documents contemplated 
hereby have been duly executed and delivered by a duly 
authorized officer on behalf of such party, and 
constitutes a legal, valid and binding obligation of such 
party Enforceable against such party in accordance with its 
terms, subject to bankruptcy, reorganization, insolvency, 
moratorium and other similar laws affecting the 
enforcement of creditors' rights generally and the 
exercise of judicial discretion in accordance with general 
principles of equity; and

	SECTION 4.4.    The execution, delivery and 
performance of this Waiver and Consent and the other 
instruments and documents contemplated hereby will 
not violate any law, statute or regulation, or any order 
or decree of any court or governmental instrumentality, 
or conflict with, or result in the breach of; or constitute 
the default under any contractual obligation of such party.

	SECTION 5.  RATIFICATION.  Except as 
expressly waived herein, all terms and conditions of the 
Credit Agreement and all other Loan Documents remain 
in full force and effect.  All collateral security and 
guarantees in connection with the Credit Agreement 
and/or the Loan Documents are hereby confirmed and 
ratified in all respects.

	SECTION 6. COUNTERPARTS.  This Waiver 
and Consent may be executed in counterparts, each of 
which shall constitute an original but all of which when 
taken together shall constitute one contract, and shall 
become effective when copies hereof which, when taken 
together, bear the signatures of each of the parties 
hereto shall be delivered to the Agent. Delivery of an 
executed counterpart of a signature page to this Waiver 
and Consent by telecopier shall be effective as delivery 
of a manually executed signature page hereto.

	SECTION 7. GOVERNING LAW. THIS WAIVER AND CONSENT 
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERRPRETED IN 
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (OTHER 
THAN THE CONFLICTS OF LAWS PRINCIPLES THEREOF).

	[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




<PAGE>


	IN WITNESS WHEREOF, the parties 
have caused this Amendment Agreement to be 
executed by their respective officers thereunto duly 
authorized, as to the date first above written.


				JITNEY-JUNGLE STORES OF AMERICA, INC.,
				     as Borrower and as Guarantor



				By:   /s/ R. Barry Cannada
				Name:   R. Barry Cannada
				Title:  Executive Vice President
					General Counsel




				SOUTHERN JITNEY JUNGLE COMPANY,
				     as Borrower and Guarantor


				By:   /s/ R. Barry Cannada
				Name:   R. Barry Cannada
				Title:  Executive Vice President
					General Counsel



				McCARTY-HOLMAN CO., INC.,
				     as Borrower and Guarantor


				By:   /s/ R. Barry Cannada
				Name:   R. Barry Cannada
				Title:  Executive Vice President
					General Counsel



			       JITNEY-JUNGLE BAKERY, INC.,
				     as Borrower and Guarantor


				By:   /s/ R. Barry Cannada
				Name:   R. Barry Cannada
				Title:  Executive Vice President
					General Counsel



<PAGE>


				PUMP AND SAVE, INC.,
				     as Borrower and as Guarantor



				By:   /s/ R. Barry Cannada
				Name:   R. Barry Cannada
				Title:  Executive Vice President
					General Counsel




				INTERSTATE JITNEY JUNGLE STORES, INC.,
				     as Borrower and Guarantor


				By:   /s/ R. Barry Cannada
				Name:   R. Barry Cannada
				Title:  Executive Vice President
					General Counsel



				DELCHAMPS, INC.,
				     as Borrower and Guarantor


				By:   /s/ R. Barry Cannada
				Name:   R. Barry Cannada
				Title:  Executive Vice President
					General Counsel



			       JJ CONSTRUCTION CORP.



				By:   /s/ R. Barry Cannada
				Name:   R. Barry Cannada
				Title:  Executive Vice President
					General Counsel



			       SUPERMARKET CIGARETTE SALES, INC.,
				     as Guarantor


				By:   /s/ R. Barry Cannada
				Name:   R. Barry Cannada
				Title:  Executive Vice President
					General Counsel


<PAGE>


				FLEET CAPITAL CORPORATION, as Agent



				By:   /s/ Thomas E. Joyce   
				Name:   Thomas E. Joyce   
				Title:  Vice President


				
				FLEET CAPITAL CORPORATION, as Lender



				By:   /s/ Thomas E. Joyce   
				Name:   Thomas E. Joyce   
				Title:  Vice President

				
				
				PNC BANK, NATIONAL ASSOCIATES, as Lender



				By:   /s/ Richard F. Muse, Jr.
				Name:   Richard F. Muse, Jr.
				Title:  Vice President



				HELLER FINANCIAL INC., as Lender



				By:   /s/ Thomas W. Bukowski
				Name:   Thomas W. Bukowski
				Title:  Senior Vice President



			       IBJ SCHRODER BUSINESS CREDIT CORP.,
				      as Lender


				By:   /s/ James M. Steffy
				Name:   James M. Steffy
				Title:  Vice President


<PAGE>

				NATIONAL BANK OF CANADA, a Canadian
				      Chartered Bank, as Lender



				By:   /s/ Ed Simpson
				Name:   Ed Simpson
				Title:  Vice President
				
				By:   /s/ Bill Fay
				Name:   Bill Fay
				Title:  Vice President



				NATIONAL CITYBANK, as Lender



				By:   /s/ Joseph D. Robinson
				Name:   Joseph D. Robinson
				Title:  Vice President

				
				
				DEUTSCHE FINANCIAL SERVICES HOLDING
					 CORPORATION, as Lender



				By:   /s/ Pamela D. Petrick
				Name:   Pamela D. Petrick
				Title:  Vice President


				
				FLEET BANK, N.A., as a Letter of
					Credit Issuer



				By:   /s/ Thomas E. Joyce   
				Name:   Thomas E. Joyce   
				Title:  Senior Vice President