FORM 10-Q/A
														      
			    UNITED STATES          
		  SECURITIES AND EXCHANGE COMMISSION                                      
		      WASHINGTON, D.C. 20549                              
																       
	 Quarterly Report Pursuant To Section 13 or 15 (d) of                       
		The Securities and Exchange Act of 1934                                    


QUARTER ENDED  September 12, 1998            COMMISSION FILE NO. 33-80833    

	      JITNEY-JUNGLE STORES OF AMERICA,INC.
	 (Exact name of registrant as specified in its charter)


STATE OF INCORPORATION                            I.R.S. EMPLOYER I.D. NO.
Mississippi                                       64-0280539
		  

ADDRESS OF PRINCIPAL EXECUTIVE OFFICE                                     
1770 Ellis Avenue, Suite 200, Jackson, MS   39204                        

REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE                       
601-965-8600

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, and (2) has been subject 
to such filing requirements for the past 90 days. YES (X)  NO            

The number of shares of Registrant's Common Stock, par value one 
cent ($.01) per share, outstanding at October 15, 1998, was 425,000 
shares.                                                                      


<PAGE>                     
<TABLE>
<CAPTION>
		     
		     JITNEY-JUNGLE STORES OF AMERICA, INC.

			      TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION                                                Page
	<S>                                                                  <C>
	Item 1.Financial Statements:

	       Condensed Consolidated Balance Sheets
		 September 12, 1998 (restated) (Unaudited) and January 3, 1998            2

	       Condensed Consolidated Statements of Operations
		 Thirty-six (36) and Twelve (12) Week Periods Ended
		 September 12, 1998 (restated) (Unaudited) and Thirty-seven 
		 (37) and Twelve (12) Week Periods Ended
		 September 20, 1997 (Unaudited)                                3

	       Condensed Consolidated Statements of Changes in
		 Stockholders' Deficit for theThirty-six (36) Week 
		 Period Ended September 12, 1998 (restated) (Unaudited) and
		 Thirty-seven (37) Week Period Ended
		 September 20, 1997 (Unaudited)                                4

	       Condensed Consolidated Statements of Cash Flows
		 Thirty-six (36) Week Period Ended
		 September 12, 1998 (restated) (Unaudited) and
		 Thirty-seven (37) Week Period Ended
		 September 20, 1997 (Unaudited)                                5

	       Notes to Condensed Consolidated Financial Statements
		 September 12, 1998 (restated) (Unaudited) and
		 September 20, 1997 (Unaudited)                                6-8

	Item 2.  Management's Discussion and Analysis of Financial
		 Condition and Results of Operations                           9-16

PART II.OTHER INFORMATION

	Item 1.  Legal Proceedings                                             17
	Item 2.  Change in Securities                                          17
	Item 3.  Defaults Upon Senior Securities                               17
	Item 4.  Submission of Matters to a Vote of Security Holders           17
	Item 5.  Other Information                                             17-18
	Item 6.  Exhibits and Reports on Form 8-K                              18

</TABLE>


PART I.   ITEM 1.  FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>

JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)                               September 12,               January 3,
							      1998                     1998
						       (Unaudited)
						      (as restated
ASSETS                                                 see note 8)
						      -------------             ------------
<S>                                                    <C>                      <C>
Current assets:                                           
  Cash and cash equivalents                              $   8,494              $  11,98
  Receivables                                               19,652                13,833
  Merchandise inventories                                  159,849               162,786
  Prepaid expenses and other                                24,688                11,570
  Deferred income taxes                                     14,658                15,681
						     --------------             -----------
    Total current assets                                   227,341               215,854
						     --------------             -----------
PROPERTY AND EQUIPMENT - net                               286,578               303,774
						     --------------             -----------
Other assets
  Goodwill, net of amortization of $3,283 at 
  September 12, 1998 and $1,105 at January 3, 1998         124,227               142,415
  Other assets - net                                        27,209                32,237
  Deferred income taxes                                      7,744
						     ----------------           -----------
    Total other assets                                     159,180                174,652
						     ----------------           -----------
  TOTAL ASSETS                                           $ 673,099              $ 694,280
						     ================           ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable                                       $ 113,522              $ 112,641
  Accrued expenses                                          70,010                 75,558
  Current portion of capitalized leases                      6,772                  6,760
  Payable to former shareholders of Delchamps, Inc.          7,702                 26,637
  Restructuring obligations                                  8,793                 14,927
						     -----------------          -----------
    Total current liabilities                              206,799                236,523
Noncurrent liabilities:
  Long-term debt                                           503,317                449,831
  Obligations under capitalized leases, excluding cur       64,717                 68,321     
  Restructuring obligations, excluding current instal       25,233                 40,588
  Deferred income taxes                                                             3,875
						     ------------------        ------------
    Total liabilities                                      800,066                799,138
Commitments and contingencies
Redeemable Preferred stock (aggregate liquidation
  preference value of $70,756 at September 12, 1998 and
  $65,077 at January 3, 1998)                               68,865                  63,042
Stockholders' deficit:
  Class C Preferred stock - Series 1(at liquidation v        9,695                   9,071
  Common stock ($.01 par value, authorized 5,000,000             4                       4
    shares, issued 425,000 shares
  Additional paid-in capital                              (302,326)               (302,326)
  Retained earnings                                         96,795                 125,351
						     -------------------        ------------
    Total stockholders' deficit                           (195,832)               (167,900)
						     -------------------        ------------
  TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT            $ 673,099               $ 694,280
						     ===================        ============
See notes to condensed consolidated financial statements.



</TABLE>

<PAGE>
<TABLE>
<CAPTION>

JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Amounts)


				    36 Weeks    37 Week     12 Weeks     12 Weeks
				     Ended       Ended       Ended        Ended
				    Sept 12,    Sept 20     Sept 12      Sept 20,
				      1998        1997        1998         1997
				  (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)
				  (as restated             (as restated
				   see note 8)              see note 8)
				  -----------  -----------  -----------  ------------
NET SALES                         $1,432,963   $ 873,590    $ 474,371     $ 286,651
				  -----------  -----------  -----------  ------------
<S>                               <C>          <C>          <C>          <C>
COSTS AND EXPENSES:
 Cost of goods sold                1,060,153     652,927      343,371       214,343
 Direct store expenses               284,952     147,766       94,920        50,358
 Warehouse, administrative
   and general expenses               53,698      39,597       17,230        10,926
 Interest expense - net               49,947      26,066       17,178         9,414
 Acquisition integration costs        17,921       5,479        1,083         2,742
   and other special charges
				  ------------  ----------  -----------   -----------
  Total costs and expenses         1,466,671     871,835      474,200       287,783
				  ------------  ----------  -----------   -----------

Earnings (loss) before taxes
   on income                         (33,708)      1,755          171        (1,132)
Income tax expense (benefit)         (11,599)        589           40          (460)
				  ------------  ----------  -----------   -----------

Earnings (loss) before 
  extraordinary item                  (22,109)     1,166          131          (672)
EXTRAORDINARY ITEM, net of
 income tax benefit of $518                         (870)                      (870)
				  ------------  ----------  -----------   -----------

NET EARNINGS (LOSS)               $   (22,109)  $    296    $     131     $   (1,542)
				  ============  ==========  ===========   ===========


EARNINGS (LOSS) BEFORE 
  EXTRAORDINARY ITEM              $    (67.32)  $ (10.58)    $  (4.76)    $    (6.29)        
  EXTRAORDINARY ITEM                            $  (2.05)                 $    (2.05)
				  ------------  ----------  -----------   -----------

EARNINGS (LOSS) PER COMMON 
   SHARE-BASIC                    $    (67.32)  $ (12.63)   $   (4.76)    $    (8.34) 
				  ------------  ----------  -----------   -----------


EARNINGS (LOSS) PER COMMON 
   SHARE - DILUTED                $    (67.32)  $ (12.63)   $   (4.76)    $    (8.34)
				  ============  ==========  ===========   ===========
			

See notes to condensed consolidated financial statements.


</TABLE>


<PAGE>
<TABLE>
<CAPTION>

JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THIRTY-SIX (36) WEEK PERIOD ENDED SEPTEMBER 12, 1998 (Unaudited)
AND THE THIRTY-SEVEN  (37) WEEK PERIOD ENDED SEPTEMBER 20, 1997 (Unaudited)
(Dollars in thousands)


								      Additional                Treasury
				No. of            No. of                Paid-In     Retained    Stock at
				Shares   Amount   Shares   Amount       Capital     Earnings      Cost
				------   ------   -------  ------     -----------    --------   ---------
<S>                             <C>     <C>       <C>     <C>        <C>            <C>         <C>
Balance
   January 4, 1997              76,042  $ 8,240   425,000 $    4     $   (302,326)  $ 144,027
Net earnings                                                                              296
Accretion of discount on Class A
  Preferred stock                                                                        (144)
Cumulation of dividends on
  Preferred stock                           583                                        (5,662)
				------   ------   -------  ------     -----------    --------   ---------
Balance                       
   September 20, 1997           76,042  $ 8,823   425,000 $    4     $   (302,326)  $ 138,517  $      - 
				======= =======   =======  ======     ===========    ========   =========

Balance
   January 3, 1998              76,042  $ 9,071   425,000 $    4     $   (302,326)  $ 125,351
Net loss (as restated, see                                                                             
    note 8)                                                                           (22,109)
Purchase of 1700 shares of
  treasury stock                                                                              $     (20)
Sale of 1700 shares of
  treasury stock                                                                              $      20
Accretion of discount on Class A
   Preferred stock                                                                       (144)
Cumulation of dividends on
   Preferred stock                          624                                        (6,303)
Balance                         ------   ------   -------  ------     -----------    --------   ---------
   September 12, 1998 (as       76,042  $ 9,695   425,000 $    4     $   (302,326)  $  96,795  $      -
    restated, see note 8)       ======= =======   =======  ======     ===========    ========   =========
			       

See notes to condensed consolidated financial statements.

<PAGE>

</TABLE>
<TABLE>
<CAPTION>


JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)                                   36 Weeks         37 Weeks
(Unaudited)                                                Ended           Ended
							September 12,   September 20,
							   1998             1997
							(as restated
							 see note 8)
OPERATING ACTIVITIES:                                   -----------     -----------
    <S>                                                 <C>             <C>
    Net earnings (loss)                                 $  (22,109)     $     296
    Adjustment to reconcile net earnings (loss) to net
      cash provided by (used in) operating activities:
      Depreciation                                          39,620         20,575
      Amortization of deferred loan costs                    2,358            838
      Loss (gain) on disposition of proper                     (39)         1,918
      Deferred income tax benefit                          (15,893)       (17,707)
      Increase (decrease) in restructuring                 (14,094)        50,748
      Changes in curent assets and liabilities, net of 
	effects of acquisition:
	Notes and accounts receivable                       (5,481)        (8,718)
	Store and warehouse inventories                        427          6,633
	Prepaid expenses                                   (13,118)        (5,879)
	Accounts payable                                       881         12,277
	Accrued expenses                                    14,886         13,585
							----------     ----------
	  Net cash provided by (used in) operating     
	    activities                                     (12,562)        74,566
							----------     ----------
INVESTING ACTIVITIES:
    Capital expenditures                                   (30,012)       (17,881)
    Proceeds from sale of property and other assets         11,054          7,186
    Direct acquistion costs                                 (4,465)
    Payment to former  shareholders of Delchamps, Inc.     (18,935)
    Decrease (increase) in other assets                      2,523       (250,576)
							----------     ----------
	  Net cash used in investing activities            (39,835)      (261,271)
							----------     ----------
FINANCING ACTIVITIES:
    Proceeds (payments) on long-term debt                   53,498        192,314
    Payments on capitalized lease obligations               (3,604)        (3,356)
    Other liabilities                                         (987)
    Merger cost                                                  -            (14)
    Purchase of treasury stock                                 (20)
    Sale of treasury stock                                      20
							----------     ----------
	  Net cash provided by financing activities         48,907        188,944
							----------     ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS            (3,490)         2,239

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD             11,984          7,642
							----------     ----------
CASH AND CASH EQUIVALENTS - END OF PERIOD               $    8,494     $    9,881
							==========     ==========
SUPPLEMENTAL DISCLOSURES:

  Cash paid for interest                                $   47,735     $   25,306
							==========     ==========

  Cash paid for income taxes, net of refunds            $       38     $    5,750
							==========     ==========
See notes to condensed consolidated financial statements.


</TABLE>
<PAGE>

JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 12, 1998 (Unaudited) AND SEPTEMBER 20, 1997 (Unaudited)
(Dollars in thousands)

1.  BASIS OF PRESENTATION

The unaudited condensed consolidated financial statements include those 
of Jitney-Jungle Stores of America, Inc. and its wholly-owned 
subsidiaries, Southern Jitney Jungle Company, Interstate Jitney-
Jungle Stores, Inc., McCarty-Holman Co., Inc. and subsidiary, 
Jitney-Jungle Bakery, Inc., Delchamps Inc. and subsidiary and JJ 
Construction Corp.  All material intercompany profits, transactions 
and balances have been eliminated.

These interim financial statements have been prepared on the basis 
of accounting principles used in the annual financial statements for 
the 35 weeks ended January 3, 1998.  In the opinion of 
management, the accompanying unaudited condensed consolidated 
financial statements contain all adjustments (all of which were of a 
normal recurring nature) necessary for a fair statement of 
consolidated financial position and results of operations of the 
Company for the interim periods.  The results of operations of the 
Company for the thirty-six weeks ended September 12, 1998, are 
not necessarily indicative of the results which may be expected for 
the entire year.

The Company changed its fiscal year end on January 3, 1998 to the 
closest Saturday to December 31.  Previously, the Company 
reported its fiscal year end results as of the Saturday nearest to April 
30.  Data included herein for the third quarter of fiscal 1997 reflects 
the unaudited results of operations for the thirty-seven weeks ended 
September 20, 1997.

2. ACQUISITION

In September 1997, the Company acquired the majority of the 
common stock of Delchamps, Inc.  Certain shareholders dissented 
from the merger and are pursuing their appraisal remedy under 
Alabama law.  Management does not expect this matter to have a 
material affect on operations or the price of the acquisition.  The 
acquisition was accounted for as a purchase and, accordingly, 
Delchamps' results of operations were included in the Company's 
consolidated financial statements subsequent to the acquisition date.

The purchase price, net of cash acquired of $84, has been allocated 
to the assets acquired and liabilities assumed based upon the 
estimated fair values at the date of acquisition, as set forth below.  
The only variation between such amounts and the final allocation 
will be a final determination of amounts to be paid to former 
shareholders of Delchamps who dissented from the merger (and 
related professional fees).  Management believes, however that 
when the final valuation of the net assets acquired is complete, the 
allocation of the purchase price will not differ materially from the 
amounts shown herein.
 

<PAGE>
<TABLE>
<CAPTION>
	
	<S>                                                   <C>
	Receivables and other current assets                  $     12,569
	Inventory                                                  101,199
	Property, equipment and leasehold improvements             116,431
	Deferred income tax asset                                   10,428
	Other assets                                                 2,106
	Goodwill                                                   135,454
	Accounts payable and accrued expenses                      (74,643)
	Notes payable and long-term debt, immediately repaid      (14,463)
	Capital lease obligations                                  (10,794)
	Restructuring obligations                                  (41,967)
							       ___________
	   Net purchase price                                 $    236,320
							       ===========
</TABLE>




3.  RESTRUCTURING OBLIGATIONS

In connection with the Delchamps acquisition, the Company 
recorded a restructuring obligation of $42,860 relating to (i) stores 
closed by Delchamps prior to the acquisition; (ii) Delchamps stores 
to be closed after the acquisition because of unprofitability; (iii) 
Company and Delchamps stores required to be divested under a 
consent decree with the Federal Trade Commission; (iv) closure of 
the Delchamps headquarters in Mobile, Alabama; and (v) closure of 
the Delchamps warehouse facility in Hammond, Louisiana.  The 
$42,860 consists of future rental payments, severance costs, loss on 
divestiture of fixed assets, and miscellaneous expenses related 
mainly to the shutdown of the Mobile and Hammond facilities.

Of the total restructuring costs, $41,967 was recorded as goodwill 
as part of the purchase price allocation in the Delchamps 
acquisition and $893 was included as a special charge in the 
statement of operations ($599 in the 35 weeks ended January 3, 
1998 and $294 in the first quarter of fiscal 1998).  


4. ACQUISITION INTEGRATION COSTS AND OTHER SPECIAL CHARGES

Acquisition integration costs and other special charges recorded 
during the thirty-six week period ended September 12, 1998 
consisted of $17,377 of business integration costs related  to 
Delchamps, severance benefits of $250 and loss on stores 
sold under the consent decree with the Federal Trade Commission 
in the Delchamps acquisition of $294. Acquisition integration 
costs and other special charges recorded during the thirty-seven 
week period ended September 20, 1997 were $5,479 including 
$958 of severance benefits, $1,779 due to an employment 
agreement relating to the Company's former chief executive 
officer, $2,008 for bridge loan fees and $734 for stores that have 
been or will be closed or sold. 


5. EXTRAORDINARY ITEM
	
In connection with the Delchamps acquisition and the 
recapitalization in March 1996 ("Recapitalization"), the Company 
retired certain long-term debt prior to its scheduled maturity.  Early 
retirement of such debt resulted in extraordinary losses of $870 (net 
of income tax benefit of $518) during the twelve week and thirty-
seven week periods ended September 20, 1997.


<PAGE>

6. LONG-TERM DEBT
       
Long-term debt consisted of the following:      
	
<TABLE>                                  
<CAPTION>
				  
				  
					 September 12,  January 3,
					    1998          1998
					  ---------     ---------
  <S>                                     <C>           <C>
  Senior notes at 12%, maturing in 2006   $ 200,000     $ 200,000
  Senior subordinated notes at 10.375%      200,000       200,000
    maturing in 2007
  Senior Credit Facility                    103,317        49,831
					  ---------     ---------
  Long-term debt                          $ 503,317     $ 449,831
					  =========     =========
</TABLE>


The Company has available a Senior Credit Facility of $150 million 
under which letters of credit aggregating $11,661 were outstanding 
at September 12, 1998.  In addition, due to the interruption of 
business and the recent damage caused to the assets of the 
Company related to Hurricane Georges, the availability under the 
Senior Credit Facility has been increased by $25 million until 
January 15, 1999. 


7.  EARNINGS (LOSS) PER COMMON SHARE

Earnings (loss) per common share is based on net income 
(loss) after preferred stock dividend requirements 
and the weighted average number of shares outstanding during each 
interim period.  Cumulative dividends not declared or paid on 
preferred shares amounted to $2,101 and $6,303 for the twelve 
weeks and thirty-six weeks ended September 12, 1998, 
respectively.  Cumulative dividends not declared or paid on 
preferred shares amounted to $2,001 and $5,662 for the twelve 
weeks and thirty-seven weeks ended September 20, 1997. The 
number of shares used in computing basic and diluted earnings 
(loss) per share was 425,000 for the twelve weeks and 424,400 
for the thirty-six weeks ended September 12, 1998 and 425,000 
for the twelve weeks and thirty-seven weeks ended 
September 20, 1997.  Potential common shares attributed to 
outstanding warrants were not included in the computation of 
diluted earnings per share as their effect on earnings (loss) 
per share would be antidilutive.



8. COMMITMENTS AND CONTINGENCIES

The Company is a party to certain litigation incurred in the normal 
course of business.  In the opinion of management, the ultimate 
liability, if any, which may result from this litigation will not have a 
material adverse effect on the Company's financial position or 
results of operations.



9. RESTATEMENT 


Subsequent to the issuance of the Company's Quarterly 
Report on Form 10-Q for the 12 weeks ended September 
12, 1998, the Company determined that certain amounts 
recorded in connection with the Delchamps acquisition, 
during the quarter ended March 28, 1998, should have been 
charged to expense as incurred.

During the 12 weeks ended September 12, 1998, the Company 
recorded additional goodwill and restructuring obligations 
related primarily to consolidating warehouse and office facilities, 
remerchandising of Delchamps stores, training of Declchamps'
employees, and other related items. Such amounts 
should have been recognized as cost of goods sold and 
expenses as incurred.


A summary of the significant effects of the restatement are 
as follows:
 
<TABLE>                                                     
<CAPTION>
						     
						     
						     As
						 Previously         As
						   Reported      Restated

<S>                                               <C>          <C>
At September 12, 1998
Goodwill                                          $   152,077  $   124,227
Restructuring obligations, current                      9,238        8,793
Restructuring obligations, excluding current por       37,240       25,233
Retained earnings                                     111,020       96,795


For the twelve weeks ended September 12, 1998
Aquisition integration costs and other 
  special charges                                               $    1,083
Total costs and expenses                          $   473,301      474,200
Earnings before taxes on income                         1,070          171
Income tax benefit                                        430           40
Net earnings                                              667          131

Net loss per share - basic and diluted            $     (3.37)  $    (4.64)

For the thirty-six weeks ended September 12, 1998
Cost of goods sold                                $  1,058,083  $ 1,060,153
Aquisition integration costs and 
 other special charges                                               17,921
Total costs and expenses                             1,444,737    1,466,671
Loss before taxes on income                            (11,764)     (33,708)
Income tax benefit                                      (3,880)     (11,599)
Net loss                                                (7,884)     (22,109)

Net loss per share - basic and diluted            $     (33.43) $    (67.32)


</TABLE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
	    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	    (Dollars in thousands)
	
The following is management's discussion and analysis of significant 
factors affecting the Company's financial condition and results of 
operations during the periods included in the accompanying condensed 
consolidated statements of operations.

Subsequent to the issuance of the Company's Quarterly 
Report on Form 10-Q for the 12 weeks ended September 
12, 1998, the Company determined that certain amounts 
recorded in connection with the Delchamps acquisition, 
during the quarter ended September 12, 1998, should have 
been charged to expense as incurred. 

During the 12 weeks ended September 12, 1998, the Company 
recorded additional goodwill and certain of these cost 
(princpally related to store closures) have not been restated
while other cost attributable to the Delchamps acquitions, 
including cost incurred in consolidating warehouse operations,
remerchandising of Delchamps stores, and training of Delchamps
employees have been expensed as acquisition integration cost
and accordance with the guidlelines set forth in Emerging
Issues Task Force (EITF) Releases 94-3 ("reconigation of
liabilities in connection with a Purchase Businssess Combination").
The effects of the restatement are presented in Note 8 of Notes to 
Condensed Consolidated Financial Statements and have been reflected 
herein.

A table showing the percentage of net sales represented by certain 
items in the Company's condensed consolidated statements of 
operations is as follows:

<TABLE>                                
<CAPTION>
				
				36 Weeks    37 Weeks   12 Weeks   12 Weeks
				  Ended       Ended      Ended      Ended
				Sept 12,    Sept 20,   Sept 12,   Sept 20,
				  1998        1997       1998       1997
			       ---------    --------   --------   --------
<S>                             <C>         <C>        <C>        <C>
Net sales                       100.0%      100.0%     100.0%     100.0%
Gross profit                     26.0        25.3       27.5       25.2
Direct store expenses            19.9        16.9       20.0       17.6
Warehouse, administrative
  and general expenses            3.7         4.6        3.6        3.8
Acquisition integration costs     1.3         0.6        0.2        1.0
  and other special charges
Operating income                  1.1         3.2        3.7        2.9
Interest expense, net             3.5         3.0        3.6        3.4
Earnings (loss)  before income   (2.4)        0.2        0.0       (0.5)
Provision for income taxes       (0.8)        0.1        0.0       (0.2)
Extraordinary item                0.0         0.1        0.0        0.1
Net earnings (loss)              (1.5)        0.0       (0.0)      (0.6)
EBITDA                            5.2         6.1        6.7        6.0


</TABLE>
 
A summary of the period to period changes in certain items included in 
the condensed consolidated statements of operations for the thirty-six 
and thirty-seven week periods and twelve week periods ended 
September 12, 1998 and September 20, 1997, respectively  is as 
follows:
 

<TABLE>                                
<CAPTION>
				
				
				
				Thirty-six Weeks Ended  Twelve Weeks Ended
				 September 12,1998       September 12,1998
					  $        %             $      %
				----------- --------     --------- ------
<S>                            <C>          <C>         <C>        <C>
Net sales                      $    559,373     64.0 %  $  187,720   65.5 %
Gross profit                        152,147      n/m        58,274    n/m
Direct store expenses               137,186      n/m        44,562    n/m
Warehouse, administrative
  and general expenses               14,101      n/m         6,304    n/m
Acquisition integration costs       
   and other special charges         12,442      n/m        (1,659)   n/m
Operating income                      9,067    109.5       (11,582)   n/m
Interest expense, net                23,881     91.6         7,764   82.5
Earnings (loss) before 
  income taxes                      (35,463)     n/m         1,303    n/m
Provision for income taxes          (12,188)     n/m           500    n/m
Extraordinary item                      870      n/m           870    n/m
Net earnings (loss)                 (22,405)     n/m         1,673    n/m
EBITDA                               21,233     40.1        14,695   85.1
(n/m - not meaningful comparison)



</TABLE>

<PAGE>

RESULTS OF OPERATIONS

GENERAL

The results of operations of Delchamps have been included in the 
Company's consolidated financial statements since September 12, 
1997.  Accordingly, the thirty-seven  weeks ended September 20, 1997 
only includes the effects of the Delchamps acquisition from September 
12, 1997 through September  20, 1997 whereas the thirty-six weeks 
ended September 12, 1998 reflects the acquisition for the entire period.  
The percentage change in same store sales has been calculated by 
comparing supermarkets open throughout both periods, including, for 
the thirty-seven weeks ended September 20, 1997, supermarkets 
acquired in the Delchamps acquisition.

During the thirty-six weeks ended September 12, 1998, the Company 
focused, among other things, on integrating the operations of 
Delchamps.  Specifically, the Company replaced Delchamp' shelf tags 
with the Company's shelf tags and changed the mix of products offered 
at Delchamps' stores to conform to the Company's mix and, in certain 
cases, local preferences.  The integration of Delchamps into the 
Company's information systems and retraining of Delchamps' store 
employees was also completed.  In addition, the Company closed 
Delchamp' Hammond warehouse in February 1998, closed 
Delchamps' Mobile headquarters in April 1998, and began to use the 
Company's in-house printing facilities to print a majority of the print 
advertising for Delchamps' stores, which was previously outsourced by 
Delchamps.


PROPERTIES

The following table recaps store data for fiscal year 1998:

<PAGE>                    
<TABLE>
<CAPTION>
		    
		    
			  Q1 FY98          Q2 FY98         Q3 FY98
			    Ended           Ended           Ended
			 Mar 28, 98       Jun 20, 98      Sep 12, 98
			 __________       __________      __________
<S>        <C>             <C>             <C>             <C>
Stores     Beginning        217             200             198
	   Acquired
	   Opened                                             2
	   Closed/sold      (17)             (2)             (1)
			 __________       __________      __________
	   Ending           200             198             199
			 ==========       ==========      ==========

Format     Convention       172             168             167
	   Combination       11              14              16
	   Discount          17              16              16
			 __________       __________      __________
	   Total            200             198             199
			 ==========       ==========      ==========

Locations  Mississippi       81              81              82
	   Alabama           49              48              49
	   Arkansas           5               5               5
	   Florida           15              15              15
	   Tennessee          7               6               6
	   Lousiana          43              43              42
			 __________       __________      __________
	   Total            200             198             199
			 ==========       ==========      ==========

Gasoline   Beginning         54              53              53
	   Acquired
	   Opened                             1               1
	   Closed/sold       (1)             (1)
			 __________       __________      __________
	   Ending            53              53              54
			 ==========       ==========      ==========

Locations  Mississippi       45              44              45
	   Alabama            2               2               2
	   Arkansas           2               2               2
	   Florida
	   Tennessee          4               5               5
	   Lousiana
			 __________       __________      __________
	   Total             53              53              54
			 ==========       ==========      ==========


</TABLE>
 


NET SALES

Net sales increased $187,720 or 65.5% in the twelve week period and 
$559,373 or 64.0% in the thirty-six week period ended September 12, 
1998 as compared to the twelve and thirty-seven week periods ended 
September  20, 1997.  The net sales increase was primarily attributable 
to the Delchamps acquisition.  Same store sales decreased 
approximately 6.2% for the twelve week period and 4.4% for the 
thirty-six week period ended September 12, 1998.  Sales throughout 

<PAGE>

the thirty-seven weeks ended September 20, 1997 were positively 
impacted by the introduction of the Company's Gold Card, its 
customer loyalty program, in approximately 79 Jitney-Jungle and 
Jitney Premier supermarkets in January 1997.  Sales for the thirty-six 
weeks ended September 12, 1998 were positively impacted by the 
introduction of the Gold Card in 52 Delchamps supermarkets in March 
1998 and in the remaining Delchamps supermarkets during the second 
quarter ended June 20, 1998.  The decline in same store sales is 
attributable primarily to competitive pressures [23 competitive 
openings (of which 6 were replacement stores) during the thirty-six 
week period ended September 12, 1998], distribution problems which 
are being corrected, a decline in sales at Delchamps supermarkets due 
to disruptions caused by the transition process which has been 
completed, and the fact that the Gold Card introduction positively 
impacted sales for most of the thirty-seven weeks ended September 20, 
1997 but only the latter part of the thirty-six weeks ended September 
12, 1998.  During the third quarter ended September 12, 1998, the 
Company opened 2 new stores (in Hattiesburg, MS and in Jackson, 
AL) in its newest prototype combination store format and opened 1 
gasoline station.  In addition, 1 store was closed.  During the thirty-six 
weeks ended September 12, 1998 the Company opened 2 new stores in 
its combination store format and opened 2 gasoline stations.  In 
addition, 2 gasoline stations and 20 stores were sold or closed including 
10 stores that were required to be sold by the Federal Trade 
Commission in connection with the Delchamps acquisition.  The 
Company's store count at the end of the quarter was 199 supermarkets 
(16 discount stores, 167 conventional stores and 16 combination stores) 
and 54 gasoline stations as compared to 221 supermarkets (18 discount 
stores, 192 conventional stores and 11 combination stores) and 53 
gasoline stations at September  20, 1997. 

GROSS PROFIT

Gross profit for the third quarter of fiscal 1998 increased $58,274 to 
$130,582 or 27.5% of net sales, compared to $72,308, or 25.2% of net 
sales, for the third quarter of fiscal 1997.  Gross profit as a percentage 
of sales was 26.0% for the thirty-six week period ended September 12, 
1998 as compared to 25.3% for the thirty-seven week period ended 
September 20, 1997. Gross profit increased primarily due to the 
increase in net sales due to the Delchamps acquisition.  In addition, 
during the thirty-six weeks ended September 12, 1998, $2070 was charged 
to excess shrink associated with Delchamps acquisition in the 
consolidated statements of operations.  During the second quarter 
of fiscal 1998 the Company began to benefit from increased purchasing 
leverage resulting from the Delchamps acquisition and this trend 
continued during the third quarter ended September 12, 1998.  The 
realized and expected benefits of such increased purchasing leverage 
are difficult to quantify precisely.  Other benefits of increased 
purchasing leverage include reduced costs from volume incentives.  
The Company expects to continue to benefit from such purchasing 
leverage.  The increase in gross profit as a percentage of net sales is 
principally due to such increased purchasing leverage and the 
improvement in product mix in the combination stores.   In addition 
during the second and third quarters of fiscal 1998 the Company made 
significant progress to reduce store shrink.

DIRECT STORE EXPENSES

Direct store expenses were $94,920 or 20.0% of net sales and $50,358 
or 17.6% of net sales for the twelve week periods and $284,952 or 
19.9% of net sales and $147,766 or 16.9% of net sales for the thirty-six 
week and thirty-seven week periods ended September 12, 1998 and 
September  20, 1997, respectively.  Direct store expenses increased 
primarily due to an increase in net sales (due to the Delchamps 
acquisition).  The increase in direct store expenses as a percentage of 
net sales was primarily in the areas of rent, labor and utilities. Rent 
expense as a percentage of net sales in the Delchamps stores is more 
than twice that of the other Company stores.  The increase in store 
labor as a percentage of net sales was principally due to a temporary 
increase in the number of employees, which was necessary in order to 
complete retraining required at the Delchamps supermarkets.  The 
increase in utility costs was principally due to the heat wave across the 
Southeast.   

WAREHOUSE, ADMINISTRATIVE AND GENERAL EXPENSES

Warehouse, administrative and general expenses were $17,230 or 3.6% 
of net sales and $10,926 or 3.8% of net sales for the twelve week 
periods and $53,698 or 3.7% of net sales and $39,597 or 4.6% of net 
sales for the thirty-six week and thirty-seven week periods ended 
September 12, 1998 and September 20, 1997 respectively.  Warehouse, 
administrative and general expenses increased primarily due to an 
increase in net sales and increased warehousing expenses resulting 
from the Delchamps transaction.  The decrease in warehouse, 
administrative and general expenses as a percent of sales for the thirty-
six weeks ended September 12, 1998 was primarily due to additional 
sales and a decrease in administrative expenses as a result of the 
closing of the Delchamps' Mobile headquarters in April 1998.  The 
Company has closed Delchamps' Hammond warehouse, which the 
Company expects will lead to substantial cost savings.  The resulting 
increase in volume at the Company's Jackson warehouse facilities has 
created operating inefficiencies that are currently being addressed by 
the Company's management and are expected to be resolved by the end 
of fiscal 1998.  As a result of these inefficiencies, the Company 
experienced higher warehouse expenses during the thirty-six weeks 
ended September 12, 1998 than it expects to experience in the 
remainder of fiscal 1998.  

<PAGE>

ACQUISITION INTEGRATION COSTS AND OTHER SPECIAL CHARGES

Acquisition integration costs and other special charges  were 
$17,921 for the thirty-six week period ended September 12, 1998. 
The Company incurred significant costs as a result of 
combining the Delchamps and Jitney-Jungle 
operations.  In accordance with EITF Releases 94-3 and 95-3
the Company has allocated certain of these costs to goodwill.  
However, certain other costs attributable to the Delchamps 
acquisition, including costs incurred in consolidating 
warehouse operations, 


<PAGE>


remerchandising of the Delchamps stores, and training of 
Delchamps employees have been written off as acquisition 
sots in accordance with the EITF guidelines.  Other special 
charges included severance benefits of $250 and loss of $294 
on stores sold under the consent decree with the Federal Trade 
Commission in the Delchamps acquisition. Acquisition integration 
costs and other special charges  consisting of $958 of severance 
benefits, $1,779 relating to future payments to be made under an 
agreement with the Company's former chief executive officer, $2,008 
for bridge loan fees and $734 for stores that have been or will be 
closed or sold were recorded during the thirty-seven week period 
ended September  20, 1997.

EXTRAORDINARY ITEM

In connection with the Delchamps acquisition and the Recapitalization, 
the Company retired certain long-term debt prior to its scheduled 
maturity.  Early retirement of such debt resulted in extraordinary losses 
of $870 (net of income tax benefit of $518) during the twelve week and 
thirty-seven week periods ended September 20, 1997.  There were no 
extraordinary items during the thirty-six week period ended September 
12, 1998.


OPERATING INCOME 

Operating income was $17,349 or 3.7% of net sales and $8,282 or 
2.9% of net sales for the twelve week periods and was $16,239 or 1.1% 
of net sales and $27,821 or 3.2% of net sales for the thirty-six week 
and thirty-seven week periods ended September 12, 1998 and 
September 20, 1997, respectively.  The increase in operating income 
was due to the factors discussed above. 

EBITDA

EBITDA represents net income before interest income, interest 
expense, income taxes, depreciation and amortization and LIFO 
charges/credits and is calculated before any deduction for nonrecurring 
charges.  EBITDA increased $14,695 or 85.1% to $31,966 or 6.7% of 
net sales in the third quarter of fiscal 1998 as compared to $17,271 or 
6.0% of net sales in the third quarter of fiscal 1997.  EBITDA 
increased $21,233 or 40.1% to $74,245 or 5.2% of net sales for the 
thirty-six week period ended September 12, 1998 as compared to 
$53,012 or 6.1% of net sales for  the thirty-seven week period ended 
September 20, 1997.  EBITDA increased primarily due to an increase 
in sales due to the Delchamps acquisition.  The decrease in EBITDA as 
a percentage of net sales was due primarily to the increase in direct 
store expenses and warehouse expenses discussed above.  EBITDA as 
presented is consistent with the definition used for covenant purposes 
contained in the Indenture governing the Company's Senior Notes and 
Senior Subordinated Notes.  EBITDA is a widely accepted financial 
indicator of a company's ability to service debt.  However, EBITDA 
should not be construed as an alternative to operating income, net 
income or cash flows from operating activities (as determined in 
accordance with generally accepted accounting principles) and should 
not be construed as an indication of the Company's operating 
performance or as a measure of liquidity.  EBITDA as defined by the 
Company may not be comparable to similarly titled measures reported 
by other companies.

NET INTEREST EXPENSE

Net interest expense was $17,178 in the third quarter of fiscal 1998 as 
compared to $9,414 in the third quarter of fiscal 1997 and was $49,947 
and $26,066 for the thirty-six week and thirty-seven week periods 
ended September 12, 1998 and September 20, 1997, respectively.   The 
increase in interest expense was primarily due to interest expense on 
the $200 million Senior subordinated notes issued in September 1997 
in connection with the Delchamps acquisition.

INCOME TAX EXPENSE (BENEFIT)

Income tax expense for the twelve weeks and thirty-seven weeks ended 
September 20, 1997 was 40.6% and 33.6%, respectively, of pre-tax 
income compared to the federal and state statutory rate of 37.3%.  The 
income tax benefit for the twelve weeks and thirty-six weeks ended 
September 12, 1998 was 23.4% and 34.4%, respectively, of pre-tax 
loss compared to the federal and state statutory rate of 37.3%; the 
difference in rates for the twelve weeks and thirty-six weeks ended 

<PAGE>

September 12, 1998 occurred primarily because goodwill relating to 
the Delchamps acquisition is deductible for financial reporting 
purposes but not for income tax purposes. 


NET INCOME (LOSS)

Net income (loss) for the twelve weeks ended September 12, 1998 was 
$131 compared to ($1,542) for the twelve weeks ended September 20, 
1997.  Net income (loss) for the thirty-six weeks ended September 12, 
1998 was ($22,109) compared to $296 for the thirty-seven weeks 
ended September 20, 1997.  The decrease in net income resulted 
primarily from the increase in interest expense discussed above.  Net 
income (loss) attributable to common shareholders decreased to 
($28,412) for the thirty-six weeks ended September 12, 1998 compared 
to ($5,366) for the thirty-seven weeks ended September 20, 1997 and 
reflects the cumulation of dividends on preferred stock issued in the 
Recapitalization.

LIQUIDITY AND CAPITAL RESOURCES

Due to the Recapitalization and acquisition of Delchamps in September 
1997 the Company has become highly leveraged and has certain 
restrictions on its operations.  At September 12, 1998, Jitney-Jungle 
had $574,806 of total long-term debt (including capitalized leases and 
current installments) and a shareholders deficit of $195,832.

The Company's principal uses of liquidity have been to fund working 
capital, meet debt service requirements and finance Jitney-Jungle's 
strategic plans.  The Company's principal sources of liquidity have 
been cash flow from operations and borrowings under the Senior 
Credit Facility.  Outstanding borrowings at September 12, 1998 were 
$103,317 under the Senior Credit Facility.

Cash used in operating activities during the thirty-six week period 
ended September 12, 1998 was $12,562. Cash provided by operating 
activities during the thirty-seven week period ended September 20, 
1997 was $74,566. Restructuring obligations decreased due to the 
payment of restructuring obligations.  Notes and accounts receivable 
increased primarily due to an increase in receivables from vendors.  
Accrued expenses decreased primarily due to the payment of interest 
on Senior Notes, Senior Subordinated Notes and the Senior Credit 
Facility.

Net cash used in investing activities was $39,835 and $261,271 for the 
thirty-six week and thirty-seven week periods ended September 12, 
1998 and September 20, 1997, respectively.  The Company paid 
approximately $5,137 in cash to former Delchamps shareholders and 
deposited $13,798 in cash with the clerk of court of Mobile County 
Alabama as required by law in connection with the appraisal 
proceeding described below.  The Company realized proceeds from the 
sale of 10 stores which were required to be sold by the Federal Trade 
Commission due to the Delchamps acquisition and also sold land for 
$4,483.

Net cash provided by financing activities was $48,907 and $188,944 
for the thirty-six week and thirty-seven week periods ended September 
12, 1998 and  September 20, 1997, respectively.  The principal sources 
of funds in financing activities for the thirty-six week period ended 
September 12, 1998 were the borrowings under the Senior Credit 
Facility.  The principal uses of funds in financing activities for the 
thirty-six week period ended September 12, 1998 were the payment of 
capital lease obligations.

Management believes that the Company will be able to finance capital 
expenditures and other cash requirements for the remainder of fiscal 
1998 through cash flows from operations and borrowings under its 
Senior Credit Facility.  Capital expenditure plans are continuously 
evaluated and modified from time to time depending on cash 
availability and other economic factors.  The Company considers 
acquisition opportunities from time to time.  Any such future 
acquisitions may require the Company to seek additional debt or equity 
financing.

ENVIRONMENTAL MATTERS

The Company's expenditures to comply with environmental laws and 
regulations at its gas stations and supermarkets primarily consist of 
those related to closing or upgrading underground storage tanks and 
retrofitting chloroflurocarbon ("CFC") chiller units.  The Company's 
unreimbursed costs for remediation at the 16 locations which have had 


<PAGE>

leaks or spills have not been material.  The Company is in the process 
of complying with the requirements of the Resource Conservation and 
Recovery Act of 1980, as amended (the "RCRA") regarding 
underground storage tanks which must be met by the end of calendar 
1998.  In order to comply with the RCRA, the Company spent $30,000 
to close non-compliant tanks during the thirty-six weeks ended 
September 12, 1998 and $500,000 to upgrade non-compliant tanks 
during fiscal 1997 and the 35 weeks ended January 3, 1998. The 
Company estimates that it will cost between $120,000 to $210,000 to 
upgrade the remaining non-compliant tanks during the remainder of 
fiscal 1998.  The Company is in the process of retrofitting all of its 
chillers to use non-chloroflurocarbon based refrigerants in anticipation 
of the phase out of the manufacture of chloroflurocarbon pursuant to 
the Clean Air Act.  The Company has budgeted $145,000 for the fourth 
quarter of fiscal 1998 and $183,000 for fiscal 1999 to retrofit all of its 
remaining CFC chiller units.

YEAR 2000

During calendar years 1996 and 1997, the Company's Information 
Systems Department conducted an extensive information systems 
review of all primary systems, such as financial, payroll, human 
resources, employee benefits, purchasing, merchandising, 
retail/pricing, warehousing and store management as well as secondary 
systems such as catering, damage reclamation and loss prevention.  
This review evaluated these systems in terms of their Year 2000 
compliance, flexibility to absorb Delchamps' operations, capacity, 
general efficiency, compatibility and competitive advantage.  The 
department recommended, and the Company is implementing, the 
replacement or upgrading all of the Company's primary and secondary 
systems, most of which were 10 to 15 years old.  From March 1997 to 
September 12, 1998, the Company spent approximately $3.3 million to 
replace its financial, payroll, human resources and employee benefits 
systems.  The Company's other primary systems (purchasing, 
merchandising, retail/pricing, warehousing and store management, and 
various operating systems) are either being upgraded for Year 2000 
compliance through regular maintenance updates or are scheduled to be 
replaced by May 31, 1999, at an estimated cost of $3.0 million, at 
which time all potential Year 2000 problems in the Company's primary 
systems should be resolved.  Although the Company's operations are 
not dependent on its secondary systems, the Company has spent 
$250,000 as of September 12, 1998 upgrading these systems and 
anticipates spending approximately an additional $1 million in order to 
complete that project by the end of June 1999, at which time all 
potential Year 2000 problems in the Company's secondary systems 
should be resolved.  All of the funds reported or estimated in this report 
have been or will be reported as capital expenditures.  The normal 
annual software support which includes Year 2000 upgrades are 
included in the normal Information Systems Department operating 
expense budget.  All funds for Year 2000 projects are derived from 
operating proceeds.  No primary information systems projects have 
been deferred as a result of the Year 2000 efforts.  The Company has 
engaged an independent contractor to verify compliance on the primary 
systems modules.  No assurances can be given, however, that all Year 
2000 problems will be effectively resolved on schedule or before the 
Year 2000.  Any such problems, if not resolved, could have a material 
adverse effect on the Company's business, financial condition and 
results of operations.

The Company has sent a survey to its significant third party suppliers, 
financial institutions and insurance companies (i) inquiring into their 
Year 2000 compliance status, (ii) seeking commitments of their 
intention to become Year 2000 compliant and (iii) gathering 
information to assess the effect of any non-compliance on the 
Company's operations.  No assurances can be given that these third 
parties will become Year 2000 compliant.  Any such non-compliance 
could have a material adverse effect on the Company's business, 
financial condition and results of operations.

The most reasonably likely worst case Year 2000 scenario would result 
in the failure to order or acquire new products for warehouse or store 
replenishment.  The Company has established a disaster recovery plan 
that is available as a reasonable contingency plan.  Through this 
disaster recovery plan, manual processes are outlined that will enable 
the Company to order and obtain available products for delivery to the 
stores without reliance on existing primary technology normally used 
by the Company.


<PAGE>


SEASONALITY

No material portion of the Company's business is affected by seasonal 
fluctuations, except that sales are generally stronger in the fourth 
quarter as a result of Thanksgiving, Christmas and New Year's Day.

CAUTIONARY STATEMENTS

This quarterly report on Form 10-Q may contain forward-looking 
statements regarding future expectations about the Company's 
business, management's plans for future operations or similar matters.  
The Company's actual results could differ materially from those 
anticipated in such forward-looking statements due to several important 
factors including the following: deterioration in economic conditions 
generally or in the Company's markets, unusual or unanticipated costs 
or consequences relating to, or changes in, the Company's acquisition 
plans, demands placed on management by the substantial increase in 
the Company's size due to the acquisition of Delchamps, unanticipated 
or unusual distribution problems, breakdown of quality control, 
competitive pressures, labor disturbances and customer dissatisfaction.  
Forward-looking statements speak only as of the date made, and the 
Company undertakes no obligation to update or revise such statements 
to reflect new circumstances or unanticipated events as they may occur. 








PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In May 1998, the Company's wholly-owned subsidiary Delchamps, 
Inc. instituted a proceeding in the Circuit Court of Mobile County, 
Alabama petitioning the court to determine the fair value (as defined in 
the Alabama Business Corporation Act) of 689,884 shares of former 
Delchamps, Inc. common stock held by persons purporting to exercise 
dissenters' rights in connection with the Delchamps acquisition.  
Delchamps, Inc. estimates such fair value to be $20 per share; the 
dissenting shareholders have demanded payment of $68 per share.  The 
Company has deposited $20 per share in cash with the clerk of the 
court, as required by law.  In its financial statements, the Company has 
accounted for the acquisition of these shares at a price of $30 per share, 
which was the price paid by the Company to other former Delchamps, 
Inc. shareholders.  Any final determination that the shares formerly 
held by dissenting shareholders have a fair value of less or more than 
$30 per share would be reflected as a decrease or increase in the 
Company's goodwill, which is being amortized over a 40 year period.  
The Company does not expect the outcome of this matter to have a 
material effect on the Company's results of operations or the price of 
the acquisition, although no assurances can be given.

The Company is a party to certain litigation incurred in the normal 
course of business.  In the opinion of management, the ultimate 
liability, if any, which may result from this litigation will not have a 
material adverse effect on the Company's financial position or results 
of operations.

ITEM 2.  CHANGE IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY 
HOLDERS

None.

<PAGE>


ITEM 5.  OTHER INFORMATION

In late September of 1998, the Company's operations were temporarily 
affected by Hurricane Georges.  As a result of the storm approximately 
85 stores were temporarily closed primarily along the Gulf Coast in the 
states of Florida, Alabama, Mississippi and Louisiana.  Most stores 
were closed for only a few hours with the worst affected store being 
closed for less than five days.  The Company experienced lost product, 
limited physical damage to certain of its stores and equipment, 
interruptions to its normal business operations and extra expenses 
incurred as a result of the storm.  The Company is fully insured for all 
of the aforementioned adverse consequences resulting from the storm 
and is working with its insurance carrier's representatives to document 
its losses and recover the insurance proceeds.  The amount of such loss 
is still being assessed by the Company.  On October 5, 1998, the 
Company secured an amendment to its Revolving Credit Agreement to 
add an additional $25 million of supplemental availability to its 
existing line of credit to provide for additional cash flow needs, if 
necessary, as a result of the interruption of business caused by the 
storm.  The additional $25 million of supplemental availability to the 
Revolving Credit Agreement expires on January 15, 1999.  No funds 
under the additional $25 million of supplemental availability have been 
drawn to date.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits
			       
       Exhibit No.
       --------------

       * 4.1    Amendment and Waiver Agreement No.1 dated April 10, 
		1998 to Amended and Restated Revolving Credit Agreement 
		dated September 15, 1997 by and among Fleet Capital 
		Corporation and the Company.

	*4.2     Amendment and Waiver Agreement No.2 dated June 19, 
		 1998 to Amended and Restated Revolving Credit Agreement 
		 dated September 15, 1997 by and among Fleet Capital 
		 Corporation and the Company.

	*4.3     Amendment and Waiver Agreement No.3 dated October 5, 
		 1998 to the Amended and Restated Revolving Credit Agreement 
		 dated September 15, 1997 by and among Fleet Capital 
		 Corporation and the Company.   

	* 27.1  Financial Data Schedule

	* Filed herewith.
 
(b)  Reports on Form 8-K

	None   
 

<PAGE>

			       SIGNATURES


Pursuant to the requirements 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.


			      JITNEY-JUNGLE STORES OF AMERICA, INC.
			      (Registrant)
											   
				
			       /s/ Richard D. Coleman

			       -------------------
			       Richard D. Coleman
			       (Executive Vice President,
			       Chief Financial Officer)
			       (Principal Financial and                                        
			       Accounting Officer)
	
	
Dated: October 27 , 1998