EXECUTION COPY 

		AMENDMENT AND WAIVER AGREEMENT NO.2
			       TO
	  AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


	Amendment and Waiver Agreement No.2, 
(this "Agreement") dated as of June 19, 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., Delchamps, Inc. ("Delchamps") (each a 
"Borrower" and collectively, the "Borrower"), the 
Guarantors named therein, the Lenders named therein 
and Fleet Capital Corporation, as Agent.

	WHEREAS Delchamps desires to sell (the 
"Mandeville_Sale") a certain parcel of land located in 
Mandeville, Louisiana (the "Mandeville Parcel") as 
more fully described in the Purchase Agreement dated 
January 29, 1998,  attached hereto as Exhibit A (the 
"Mandeville Sale Agreement"), among Delchamps, and 
Premier Centre, L.L C

	WHEREAS Delchamps has entered into a site-
development agreement dated April 24, 1998, attached 
hereto as Exhibit B (the "Mandeville Site Development 
Agreement"), between Delchamps and Premier Centre, 
L.L.C., pursuant to which Delchamps will construct a 
supermarket (the "Mandeville Supermarket") on the 
Mandeville Parcel.

	WHEREAS the Borrowers have requested that 
the Agent and the Lenders agree to waive certain 
provisions in the Credit Agreement and to consent to 
the Borrowers entering into site development 
arrangements for the construction of new supermarkets;

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

	WHEREAS the Agent and the Lenders are 
willing to consent to the Mandeville Sale, the site 
development arrangements and to amend and 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:

	SECTION 1. CAPTTALIZED 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 Section 7.09 of the Credit 
Agreement 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
  January 3, 1998 and March 28, 1998             5.50:1.00

The Fiscal Quarter ending
  June 20, 1998                                  6.00:1.00

The Fiscal Quarter ending
  September 12, 1998                             6.00:1.00

The Fiscal Quarter ending
  January 2,1999                                 5.25:1.00

Each Fiscal Quarter ending
  in Fiscal Year 1999                            4.40:1.00

Each Fiscal Quarter ending
  in Fiscal Year 2000                            4.30:1.00

Each Fiscal Quarter ending
  in Fiscal Year 2001                            3.90:1.00

Each Fiscal Quarter ending
  in Fiscal Year 2002                            3.60:1.00

Each Fiscal Quarter ending
  in Fiscal Year 2003                            3.40:1.00


	SECTION 2.2 Section 7-10 of the Credit 
Agreement is hereby amended in its entirety to read as 
follows:

Interest Coverage Ratio. Permit the Interest Coverage 
Ratio at the end of each fiscal quarter set forth below to 
be less than:

Date of Determination                              Ratio

The Fiscal Quarters ending
 June 2O, 1998 and                                      
 September 12, 1998                              1.50:1.00

The Fiscal Quarter ending
 January 2, 1999                                 1.65:1.00

Each Fiscal Quarter ending
 in Fiscal Year 1999                             1.80:1.00

Each Fiscal Quarter ending
 in Fiscal Year 2000                             1.85:1.00

Each Fiscal Quarter ending
 in Fiscal Year 2001 and                         
 thereafter                                      2.00:1.00


	SECTION 3. WAIVER AND CONSENT (MANDEVILLE SALE)

	SECTION 3.1. The Agent and the Lenders 
hereby consent to the Mandeville Sale as described 
above and pursuant to the Mandeville Sale Agreement.

	SECTION 3.2. The Agent and the Lenders 
hereby waive the requirement of Section 2.09(d}(i) that 
the Borrowers make a mandatory prepayment of the 
Loans in an amount equal to 100% of the Net Cash 
Proceeds from the Mandeville Sale.

	SECTION 3.3. The Agent and the Lenders 
hereby agree That the provision of Section 2.O7(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 Mandeville Sale.

	SECTION 3.4. The Agent and the Lenders 
waive Section 7.01 of the Credit
Agreement to permit the Borrowers to grant Premier 
Centre, L.L.C. a security interest in
Delchamp's benefits to the Mandeville Site-Development 
Agreement, any plans and/or specifications required for 
the construction of the Mandeville Supermarket, and all 
permits and approvals with regard to the construction of 
the Mandeville Supermarket.

	SECTION 3.5. The Agent and the Lenders 
hereby waive Section 7.02 to the
Credit Agreement as it applies to the Mandeville Site-
Development Agreement.

	SECTION 3.6. The Agent and the Lenders 
hereby waive Section 7.05 to the Credit Agreement as it 
applies to the Mandeville Site-Development Agreement

	SECTION 4. CONSENT TO SITE-DEVELOPMENT AGREEMENTS.

	The Agent and the Lenders hereby consent to 
the execution by the Borrowers of site-development 
agreements for the construction of supermarkets (in 
each case a "Store"), in each case substantially in the 
form of either Exhibit C or Exhibit D attached hereto 
(each a "Site-Development Agreement") with one or 
more developers (each such developer with respect to a 
Store is is herein called a "Developer"); provided, 
however that the aggregate construction costs 
(including, but not limited to, supplies, labor, change 
orders, administrative costs, architectural costs, 
financing costs. Insurance costs and any other direct or 
indirect costs) incurred in the construction of a Store 
pursuant to a Site-Development Agreement shall not 
exceed $3,500,000.  Upon the execution of a Site-
Development Agreement the Borrowers shall promptly 
deliver, or cause to be promptly delivered to the Agent a 
copy of such Site-Development Agreement and any 
other agreement executed in connection therewith.

	SECTION 5. WAIVERS REGARDING SITE DEVELOPMENT AGREEMENT

	SECTION 5.1. The Agent and the Lenders 
hereby waive Section 7.01 of the
Credit Agreement to permit the Borrowers to grant a 
Developer, pursuant to a Site-Development Agreement, 
a security interest in the Borrower's benefits to such 
Site-Development Agreement, any plans and/or 
specifications required for the construction of the Store 
covered by the Site Development Agreement, and all 
permits and approvals with regard to the construction of 
such Store.

	SECTION 5.2. The Agent and the Lenders 
hereby waive Section 7.02 to the Credit Agreement as it 
applies to any Site-Development Agreement.

	SECTION 5.3. The Agent and the Lenders 
hereby waive Section 7.05 to the Credit Agreement as it 
applies to any Site-Development Agreement.

	SECTION 5.4. The Agent and the Lenders 
hereby agree that any proceeds received from the sale of 
either real Property or a Store to a Developer pursuant 
to a Site-Development Agreement 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 5.3. The Agent and the Lenders 
hereby agree that the provision of Section 2.O7(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 the Borrowers from the 
sale of real property or a Store pursuant to a Site-
Development Agreement.


	SECTION 6. CONDITIONS PRECEDENT

	This 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;

	SECTION 6.1.1 Copies of the Mandeville Sale 
Agreement and the form of Site-Development 
Agreements.

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

	SECTION 6.1.3 A certificate signed by a 
Financial Officer of each
Borrower and Guarantor, that (i) the representations 
and warranties made in this
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.

	SECTION 6.1.4 Counterparts of this 
Amendment executed by each Borrower, each 
Guarantor and the Required Lenders shall have been 
delivered to the Agent.

	SECTION 6.1.5 Such other approvals, opinions 
or documents as the Agent may reasonably request.

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

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

	SECTION 6.4 Messrs. Kaye, Scholer, Fiermnan, 
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 Agreement and 
the other Loan Documents and instruments in 
connection herewith and therewith..

	SECTION 7. TERMINATION. The waiver and 
consent contained herein as it relates to the Site-
Development Agreements shall be Immediately 
revocable by the Agent upon notice to the Borrowers; 
provided, however any such termination shall not apply 
to any Site-Development Agreement that has been 
previously executed and delivered to the Agent.

	SECTION 3. MISCELLANEOUS

	SECTION 8.1 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 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:

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

	(c)     This 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 or, delivery and 
performance of this 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 8.2 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 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 8.3 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 8.4 This 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 8.5 Delivery of an executed 
counterpart of a signature page by telecopier shall be 
effective as delivery of a manually executed counterpart.

	SECTION 8.6 This Agreement shall be 
governed by, and construed and interpreted in 
accordance with, the laws of the State of New York.

	SECTION 8.7 The parties hereto shall, at any 
time and from time to time following the execution of 
this 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 Agreement.

	[REMAINDER OF 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 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