AMENDMENT AND WAIVER AGREEMENT No.1
			   TO
       AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


	AMENDMENT AGREEMENT NO. I dated 
April 10, 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. ("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 "Borrowers"),  
the Guarantors named therein, the Lenders named 
therein and Fleet Capital Corporation, as Agent.

	WHEREAS the Borrowers requested that the 
Agent and the Lenders agree to amend certain 
provisions contained in the Credit Agreement;

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

	WHEREAS Delchamps and Jitney Jungle have 
entered into an Agreement for
Purchase and Sale of Retail Grocery Stores dated as of 
January 26, 1998 attached hereto as Exhibit A (as 
amended from time to time, the "Bruno's Sale 
Agreement"), with Bruno's, Inc., an Alabama 
corporation ("Bruno's"), whereby Jitney Jungle and 
Delchamps have agreed to sell four Delchamps stores 
(Delchamps store numbers 10, 11, 18 and 35) to 
Bruno's (the "Bruno's Sale") for the purchase price 
described in the Bruno's Sale Agreement (the "Bruno's 
Purchase Price");

	WHEREAS Delchamps desires to sell a certain 
parcel of land located in Gulfport, Mississippi (the 
"Gulfport Sale") as more fully described in the Contract 
of Purchase and Sale dated March 27, 1997, attached 
hereto as Exhibit B, among Delchamps, and John M. 
Mladinich.

	WHEREAS Jitney Jungle intends to form a 
wholly-owned subsidiary named JJ Construction Corp., 
a Mississippi corporation ("JJ Construction") and 
requests that the Agent and the Lenders consent to the 
formation of JJ Construction;

	WHEREAS the Borrowers have requested that 
the Lenders waive certain provisions of the Credit 
Agreement as to the Bruno's Sale, the Gulfport Sale 
and the formation of JJ Construction;


	WHEREAS the Lenders are willing to waive 
certain provisions of the Credit Agreement 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 6 hereof is, amended as follows:

	SECTION 2.1 SCHEDULE II is deleted in its 
entirety and SCHEDULE II attached hereto shall be 
substituted therefor.

	SECTION 2.2 The phrase "fiscal quarter ending 
January 10,1998" contained in the definition of Initial 
Adjustment Date is deleted and the phrase "fiscal 
quarter ending March 28, 1998" shall be substituted 
therefor.

	SECTION 2.3 The phrase "Fiscal Year ending 
on or about May 2, 1998" contained in Section 2.07 
(b)(ii)(B) is deleted and the phrase "Fiscal Year ending 
on or about January 3, 1998" shall be substituted 
therefor.

	SECTION 2.4     The phrase "Saturday nearest to 
April 30 of each year" in Section 6.09 is deleted and the 
phrase "Saturday nearest to December 31 of each year" 
shall be substituted therefor.

	SECTION 2.5 The phrase "Indebtedness to A.I. 
Credit Corp. incurred in connection with a Premium 
Finance Agreement, Disclosure Statement and Security 
Agreement dated as of May 29, 1997 in a maximum 
amount of $16,000,000" in Section 7.03 (xii) is deleted 
and the phrase 'Indebtedness to A.I. Credit Corp. 
incurred in connection with a Premium Finance 
Agreement, Disclosure Statement and Security 
Agreement dated as of May 29, 1997, as amended, in a 
maximum amount of $28,000,000" shall be substituted 
therefor.


	SECTION 2.6 Section 7.09 is hereby amended 
in its entirety to read as follows:

Leverage Ratio Permit the Leverage Ratio at the end of 
each fiscal quarter set forth below to be greater than:

Date of Determination                           Ratio

The Fiscal Quarters ending                      5.50:1.00
January 3, 1998, March 28, 1998,
June 20, 1998 and September 12, 1998

The Fiscal Quarter ending                       5.00:1.00
January 2, 1999

Each Fiscal Quarter ending                      4.40:1.00
in Fiscal Year 1999

Each Fiscal Quarter ending                      4.30:1.00
in Fiscal Year 2000

Each Fiscal Quarter ending                      3.90:1.00
in Fiscal Year 2001

Each Fiscal Quarter ending                      3.60:1.00
in Fiscal Year 2002

Each Fiscal Quarter ending                      3.40:1.00
in Fiscal Year 2003

	SECTION 2.7 Section 7.10 shall be amended by 
adding the phrases "The Fiscal Quarter ending January 
3, 1998" and "1.65:1.00" immediately below the Date of 
Determination and the Ratio column headings, 
respectively.

	SECTION 2.8 Section 7.11 hereby amended in 
its entirety to read as follows:

EBITDA  Permit EBITDA at the end of each fiscal 
quarter for the four most recent consecutive fiscal 
quarters ending on or prior to the date of determination 
to be less than the following amounts; provided, that for 
the fiscal quarters ending January 3, 1998, March 28, 
1998 and June 20, 1998, EBITDA shall be calculated, 
with respect to Jitney Jungle and its subsidiaries (other 
than Delchamps and its subsidiaries), for the number of 
fiscal quarters that shall have elapsed since May 3,1997 
and with respect to Delchamps and its subsidiaries, for 
the period commencing June 29, 1997 though the date 
of determination:



	Date of Determination                   Amount

	Fiscal Quarter ending                  $54,000,000
	  January 3, 1998

	Fiscal Quarter ending                   $70,000,000
	  March 28, 1998

	Fiscal Quarter ending                   $76,800,000
	  June 20, 1998

	Fiscal Quarter ending                   $77,600,000
	  September 12, 1998

	Fiscal Quarter ending                   $96,800,000
	  January 2, 1999

	Each Fiscal Quarter ending              $112,000,000
	  in Fiscal Year 1999

	Each Fiscal Quarter ending              $114,000,000
	  in Fiscal Year 2000

	Each Fiscal Quarter ending              $124,000,000
	  in Fiscal Year 2001

	Each Fiscal Quarter ending              $135,000,000
	  in Fiscal Year 2002

	Each Fiscal Quarter ending              $148,000,000
	  in Fiscal Year 2003

	SECTION 3. WAIVER AND CONSENT (BRUNO'S SALE)

	SECTION 3.1. The Agent and the Lenders 
hereby consent to the Bruno's Sale as described above 
and pursuant to the Bruno's Sale Agreement; provided, 
however, that all Net Cash Proceeds from the Bruno's 
Sale shall be applied to the prepayment of the Loans 
pursuant to Section 2.09(d)(i) of the Credit Agreement.

	SECTION 3.2. 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 of the Bruno's Purchase Price used 
for the prepayment of the Loans pursuant to Section 3.1 
above.

	SECTION 3.3. The Agent and the Lenders 
acknowledge that Delchamps and Jitney Jungle have 
made a Reinvestment Election pursuant to Section 
2.o9(d)(i) of the Credit Agreement with regard to the 
Net Cash Proceeds from the Bruno's Sale.

	SECTION 3.4. The Agent and the Lenders 
agree that any Net Cash Proceeds
from the Bruno's Sale reinvested in Reinvestment 
Assets shall not be applied toward (x) the $1,000,000 
per fiscal year limit or (y) the $5,000,000 limit from the 
Initial Closing Date until the Final Maturity Date on 
such reinvestment as provided in Section 2.09(d)(i) of 
the Credit Agreement.


	SECTION 4. WAIVER AND CONSENT (GULFPORT SALE)

	SECTION 4.1. The Agent and the Lenders 
hereby consent to the Gulfport Sale as described above 
and pursuant to the Gulfport Sale Agreement; provided,
however, that all Net Cash Proceeds from the Gulfport 
Sale shall be applied to the prepayment of the Loans 
pursuant to Section 2.09(d}(i) of the Credit Agreement.

	SECTION 4.2. 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 of the Gulfport Sale used for the 
prepayment of the Loans pursuant to Section 4.1 above.

	SECTION 4.3. The Agent and the Lenders 
acknowledge that Delchamps and Jitney Jungle have 
made a Reinvestment Election pursuant to Section 
2.09(d)(i) of the Credit Agreement with regard to the 
Net Cash Proceeds from the Gulfport Sale.

	SECTION 4.4. The Agent and the Lenders 
agree that any Net Cash Proceeds
from the Gulfport Sale reinvested in Reinvestment 
Assets shall not be applied toward (x) the $1,000,000 
per fiscal year limit or (y) the $5,000,000 limit from the 
Initial Closing Date until the Final Maturity Date on 
such reinvestment as provided in Section 2.09(d)(i) of 
the Credit Agreement.


	SECTION 5. FORMATION OF JJ CONSTRUCTION.

	SECTION 5.1. The Agent and the Lenders 
hereby consent to the formation of JJ Construction in 
accordance with Section 7.22 of the Credit Agreement 
JJ Construction shall exist solely for the purpose of 
constructing new supermarkets and related facilities to 
be owned and operated by the Borrowers. JJ
Construction shall engage in no other activity including, 
but not limited to, the operation of any supermarket or 
the acquisition of any inventory.

	SECTION 5.2. By executing and delivering this 
Amendment Agreement No.1, JJ Construction hereby 
becomes a Guarantor under the Credit Agreement and a 
Grantor under the Security Agreement and agrees to be 
bound by, and to comply with the provisions of each of 
the Credit Agreement and the Security Agreement in the 
same manner as if JJ Construction were an original 
signatory thereto as a Guarantor and a Grantor, 
respectively.

	SECTION 5.3. Jitney Jungle hereby agrees to 
pledge its stock in JJ Construction to the Agent 
pursuant to the terms and conditions of the Pledge 
Agreement and promptly to deliver or cause to be 
delivered to the Agent the stock certificates evidencing 
its ownership of JJ Construction, together with stock 
powers, undated and executed in blank, in form and 
substance satisfactory to the Agent  The parties hereto 
hereby further agree to amend Schedule I to the Pledge 
Agreement by deleting it in its entirety and substituting 
Schedule I attached hereto therefor.

	SECTION 6. CONDITIONS PRECEDENT

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

	SECTION 6.1 The Agent shall have received in 
form and substance satisfactory to the Agent and its 
counsel Agreement.

	6.1.1   Copies of the Bruno's Sale Agreement 
and the Gulfport Sale Agreement.

	6.1.2 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 Agreement, and 
that such resolutions have not been modified, rescinded 
or amended and are in full force and effect.

	6.1.3 Each of  (a) a copy of the certificate or 
articles of incorporation, as amended to date, of JJ 
Construction, certified as of  a recent date by the 
Secretary of State of the State of Mississippi, and a 
certificate as to the good standing of JJ Construction 
from such Secretary of the State, dated as of a recent date; 
(b) a certificate of the Secretary of JJ Construction, 
dated the date hereof and certifying (I) that attached 
thereto is a true and complete copy of the By-laws of JJ 
Construction as in effect on the date of such certificate 
and at all times since a date prior to the date of the 
resolution described in item (ii) below, (ii) that attached 
thereto is a true and complete copy of a resolution 
adopted by the Board of Directors of JJ Construction 
authorizing the execution, delivery and performance of 
this Amendment Agreement, the Credit Agreement, the 
Security Documents the Notes, the other Loan 
Documents and the Credit Events thereunder, as 
applicable, and that such resolution has not been 
modified rescinded or amended and is in full force and 
effect, (iii) that JJ Construction's certificate or articles of 
incorporation has not been amended since the date of 
the last amendment thereto shown on the certificate of 
good standing furnished pursuant to (a) above, and (iv) 
as to the incumbency and specimen signature of each of 
JJ Construction's officers executing this Amendment 
Agreement or any other Loan Documents delivered in 
connection herewith or therewith, as applicable and (c) a 
certificate of another of JJ Construction's officers as to 
incumbency and signature of its Secretary.

	6.1.4 Each document (including, without 
limitation, each Uniform Commercial Code financing 
statement) required by law or required by the Agent to 
be filed, registered or recorded in order to create in 
favor of the Agent for the benefit of the Secured Parties 
a first priority perfected security interest in the 
Collateral shall have been properly filed, registered or 
recorded in each jurisdiction in which the filing, 
registration or recordation thereof is so required or 
requested. The Agent shall have received evidence 
satisfactory to it, of each such filing, registration or 
recordation.

	6.1.5 A certificate signed by a Financial Officer 
of each Borrower and Guarantor, that (i) the representations 
and warranties made in this Amendment
Agreement 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.

	6.1.6 Counterparts of this Amendment executed 
by each Borrower, each Guarantor, each Grantor and 
the Required Lenders shall have been delivered to the 
Agent.

	6.1.7 Such other approvals, opinions or 
documents as the Agent may reasonably request.

	SECTION 6.2 All representations and 
warranties contained in this Amendment Agreement or 
otherwise made in writing to the Agent in connection 
herewith shall be true and correct in all mated respects.

	SECTION 6.3 No unwaived Default or Event of 
Default has occurred and is continuing.

	SECTION 6.4 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 transactions contemplated under 
this Amendment Agreement and the other Loan 
Documents and instruments in connection herewith and 
therewith.

	SECTION 7.  MISCELLANEOUS

	SECTION 7.1 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 Agreement 
and all such representations and warranties shall be true 
and correct on the date hereof with the same force and 
effect as it made on such date (except insofar as such 
representation and warranties relate to 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 the corporate power and authority 
to execute, deliver and carry out the terms and 
provisions of this Amendment Agreement and has taken 
or caused to be taken all necessary corporate action to 
authorize the execution, delivery and performance of 
this Amendment Agreement;

	(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 Agreement;

	(c)     This Amendment Agreement 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 Agreement 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 7.2  Except as herein expressly 
amended 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 air 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 7.3 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 7.4 This Amendment Agreement 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 7.5 De1ivery of an executed 
counterpart of a signature page by telecopier shall be 
effective as delivery of a manually executed counterpart.

	SECTION 7.6 This Amendment Agreement shall 
be governed by, and construed and interpreted in 
accordance with, the laws of the State of New York.

	SECTION 7.7 The parties hereto shall, at any 
time and from time to time following the execution of 
this Amendment Agreement, 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 
Agreement.

	[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


	IN WITNESS WHEREOF, the parties 
have caused this Amendment Agreement to be 
executed by their respective officers thereunto duly 
authorized, as to the dare 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 Maiale   
				Name:   Thomas Maiale   
				Title:  Vice President


				
				FLEET CAPITAL CORPORATION, as Lender



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

				
				
				BTM CAPITAL CORPORATION, as Lender



				By:   /s/ William R. Zork, Jr.
				Name:   William R. Zork, Jr.
				Title:  Executive 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

				By:   /s/ Grothan R. Frosh
				Name:   Grothan R. Frosh
				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/ Mark Tauber
				Name:   Mark Tauber
				Title:  Executive Vice President


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



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