FORM 10-Q

                                 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  January 4, 1997                      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 January 4, 1997, was 425,000.

<PAGE>

                     JITNEY-JUNGLE STORES OF AMERICA, INC.

                               TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION                                              Page
                                                                           ----
                                                                           
        Item 1. Financial Statements:

                Condensed Consolidated Balance Sheets
                  January 4, 1997 (Unaudited) and April 27, 1996           2

                Condensed Consolidated Statements of Operations
                  Thirty-six (36) and Twelve (12) Week Periods Ended
                  January 4, 1997 (Unaudited) and
                  Thirty-six (36) and Twelve (12) Week Periods Ended
                  January 6, 1996 (Unaudited)                              3

                Condensed Consolidated Statements of Changes in
                  Stockholders' Deficit
                  Thirty-six (36) Week Periods Ended
                  January 4, 1997 (Unaudited) and
                  January 6, 1996 (Unaudited)                              4

                Condensed Consolidated Statements of Cash Flows
                  Thirty-six (36) Week Periods Ended January 4, 1997
                  (Unaudited) and January 6, 1996 (Unaudited)              5

                Notes to Condensed Consolidated Financial Statements
                  January 4, 1997 (Unaudited) and
                  January 6, 1996 (Unaudited)                              6-7

         Item 2.Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                      8-11

PART II. OTHER INFORMATION

         Item 1. Legal Proceedings                                         11
         Item 2. Change in Securities                                      11
         Item 3. Defaults Upon Senior Securities                           11
         Item 4. Submission of Matters to a Vote of Security Holders       11
         Item 5. Other Information                                         12
         Item 6. Exhibits and Reports on Form 8-K                          12

<PAGE>

PART I.  ITEM 1.  FINANCIAL STATEMENTS
<TABLE>

JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<CAPTION>
                                                        January 4,      April 27,
                                                           1997           1996
                                                       (Unaudited)
                                                       -----------     ----------
<S>                                                     <C>             <C>   
ASSETS
Current assets:
   Cash and cash equivalents                            $   7,642       $   5,676
   Short-term investments                                                     337
   Receivables                                              7,638           4,892
   Inventories at LIFO                                     80,623          77,445
   Prepaid expenses and other                               4,777           6,783
   Deferred income taxes                                      376             376
                                                        ---------       ---------
      Total current assets                                101,056          95,509
                                                        ---------       ---------
PROPERTY AND EQUIPMENT - net                              171,642         173,787
                                                        ---------       ---------
OTHER ASSETS - net                                          8,858           9,707
                                                        ---------       ---------
   TOTAL ASSETS                                         $ 281,556       $ 279,003
                                                        =========       =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                                     $  47,014       $  44,118
   Accrued expenses                                        26,420          19,055
   Current portion of capitalized leases                    4,260           4,259
                                                        ---------       ---------
      Total current liabilities                            77,694          67,432
                                                        ---------       ---------
Noncurrent liabilities:
   Long-term debt                                         233,590         239,059
   Obligations under capitalized leases                    56,746          59,143
   Deferred income taxes                                    7,986           8,196
                                                        ---------       ---------
      Total noncurrent liabilities                        298,322         306,398
                                                        ---------       ---------
Commitments and contingencies

Redeemable Preferred stock (aggregate liquidation
   preference value of $54,929)                            52,718          49,988
                                                        ---------       ---------
Stockholders' deficit:
   Class C Preferred stock - Series 1                       7,604           7,604
   Common stock ($.01 par value, authorized 5,000,000
      shares, issued and outstanding 425,000 shares)            4               4
   Additional paid-in capital                            (302,312)       (302,326)
   Retained earnings                                      147,526         149,903
                                                        ---------       ---------
      Total stockholders' deficit                        (147,178)       (144,815)
                                                        ---------       ---------
   TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT          $ 281,556       $ 279,003
                                                        =========       =========
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                      -2-
<PAGE>
<TABLE>

JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

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

                                  Thirty-six Weeks Ended        Twelve Weeks Ended
                                 ------------------------    ------------------------
                                  January 4,   January 6,     January 4,   January 6,
                                     1997         1996           1997         1996
                                 (Unaudited)  (Unaudited)    (Unaudited)  (Unaudited)
                                 -----------  -----------    -----------  -----------
<S>                              <C>          <C>            <C>          <C>      
NET SALES                        $  832,905   $  822,513     $  279,905   $  278,162
                                 ----------   ----------     ----------   ----------
COSTS AND EXPENSES:
   Cost of goods sold               637,296      629,474        214,915      211,067
   Direct store, warehouse
     and administrative expenses    169,839      169,067         56,767       57,204
   Interest expense - net            25,207        7,057          8,478        2,368
                                 ----------   ----------     ----------   ----------
      Total costs and expenses      832,342      805,598        280,160      270,639
                                 ----------   ----------     ----------   ----------
   Earnings (loss) before taxes
      on income                         563       16,915           (255)       7,523

Income tax expense (benefit)            210        6,341            (95)       2,821
                                 ----------   ----------     -----------  ----------
NET EARNINGS (LOSS)              $      353   $   10,574     $     (160)  $    4,702
                                 ==========   ==========     ==========   ==========
EARNINGS (LOSS) PER COMMON AND
   COMMON EQUIVALENT SHARE       $   (11.08)  $   519.15     $    (4.41)  $   230.85
                                 ==========   ==========     ==========   ==========
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                      -3-
<PAGE>
<TABLE>

JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THIRTY-SIX (36) WEEK PERIODS ENDED JANUARY 4, 1997 (Unaudited)
AND JANUARY 6, 1996 (Unaudited)
(Dollars in thousands)
<CAPTION>
                                            Class C
                         Redeemable    Preferred Stock,
                      Preferred Stock      Series 1     Common Stock  Additional
                       No. of           No. of         No. of          Paid-In    Retained
                       Shares  Amount   Shares Amount  Shares  Amount  Capital    Earnings
                       ------  ------   ------ ------  ------  ------  ---------  --------                                       
<S>                    <C>     <C>      <C>    <C>     <C>     <C>     <C>        <C>         
Balance Apr 29, 1995                                    20,368 $1,061  $   1,807  $137,348
Net earnings                                                                        10,574
Dividends paid                                                                      (1,878)
                                                       ------- ------  ---------  --------
Balance Jan 6, 1996                                     20,368 $1,061  $   1,807  $146,044
                                                       ======= ======  =========  ========

Balance Apr 27, 1996   523,418 $49,988  76,042 $7,604  425,000 $    4  $(302,326) $149,903
Net earnings                                                                           353
Accretion of
  discount on
  Class A Preferred
  stock                            143                                                (143)
Cumulation of
  dividends on
  Class A Preferred
  stock                          2,587                                              (2,587)
Merger costs                                                                  14
                       ------- -------  ------ ------  ------- ------  ---------  --------
Balance Jan 4, 1997    523,418 $52,718  76,042 $7,604  425,000 $    4  $(302,312) $147,526
                       ======= =======  ====== ======  ======= ======  =========  ========
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                      -4-
<PAGE>
<TABLE>

JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<CAPTION>
                                                                  Thirty-six Weeks Ended
                                                                ------------------------- 
                                                                 January 4,    January 6,
                                                                    1997          1996
                                                                (Unaudited)   (Unaudited)
<S>                                                             <C>           <C>   
OPERATING ACTIVITIES:                                           -----------   -----------
   Net earnings                                                 $     353     $  10,574
   Adjustment to reconcile net earnings to net
   cash provided by operating activities:
      Depreciation and amortization                                21,531        18,217
      Gain (loss) on disposition of property and other assets         (87)          479
      Deferred income tax expense                                                   970
      Changes in assets and liabilities (net):
          Notes and accounts receivable                            (2,746)       (3,259)
          Store and warehouse inventories                          (3,178)        4,164
          Prepaid expenses                                          2,006         1,852
          Accounts payable                                          2,896        (3,217)
          Accrued expenses                                          7,390         2,692
                                                                ---------     ---------
              Net cash provided by operating activities            28,165        32,472
                                                                ---------     ---------
INVESTING ACTIVITIES:
   Capital expenditures                                           (19,836)      (17,504)
   Disposal of property and other assets                            1,151         1,268
   Purchases of short-term investments                                          (23,000)
   Maturities of short-term investments                               337        27,300
                                                                ---------     ---------
              Net cash used in investing activities               (18,348)      (11,936)
                                                                ---------     ---------
FINANCING ACTIVITIES:
   Payments on long-term debt - net                                (5,469)       (3,486)
   Merger costs                                                        14              
   Payments on capitalized lease obligations                       (2,396)       (3,526)
   Dividends paid                                                                (1,878)
                                                                ---------     ---------
              Net cash used in financing activities                (7,851)       (8,890)
                                                                ---------     ---------
INCREASE IN CASH AND CASH EQUIVALENTS                               1,966        11,646

CASH AND CASH EQUIVALENTS - BEGINNING                               5,676        20,159
                                                                ---------     ---------
CASH AND CASH EQUIVALENTS - ENDING                              $   7,642     $  31,805
                                                                =========     =========
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
                                      -5-
<PAGE>

JITNEY-JUNGLE STORES OF AMERICA, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 4, 1997 (Unaudited) AND JANUARY 6, 1996 (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,  and Jitney-Jungle Bakery, Inc. 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 ended April
    27, 1996. 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 January 4, 1997, are not  necessarily  indicative of the results which
    may be expected for the entire year.


2.  MERGER

    On March 5, 1996, JJ  Acquisitions  Corp.  ("JJAC") merged with and into the
    Company  with the  Company  continuing  as the  surviving  corporation  (the
    "Merger"). JJAC was a wholly-owned subsidiary of Bruckmann, Rosser, Sherrill
    & Co., L. P. (the "Fund").  Upon  consummation  of the Merger,  the Fund and
    related  investors  received 83.82% of the Company's Common Stock and 11.76%
    was retained by the  shareholders at the time of the Merger.  The Merger was
    accounted for as a recapitalization  which resulted in a charge to equity of
    $312,541  to  reflect  the   redemption  of  Common  Stock  of  the  Company
    outstanding  immediately  prior to the  Merger  and  related  merger  costs,
    including a closing fee of $4,000 paid to the Fund Manager,  an affiliate of
    the Fund's sole General Partner.


                                      -6-
<PAGE>

 3. LONG-TERM DEBT

    Long-term debt consisted of the following:
<TABLE>
<CAPTION>
                                                         January 4,    April 27,
                                                           1997          1996
                                                         ---------    ---------
    <S>                                                  <C>          <C>            
    Senior notes @ 12%, maturing in 2006 ............... $ 200,000    $ 200,000
    Revolving credit loans .............................    33,590       39,059
                                                         ---------    ---------
    Long-term debt ..................................... $ 233,590    $ 239,059
                                                         =========    =========
</TABLE>

    The Company has available a Credit  Facility of $98,750 (the original  total
    commitment  of $100,000  reduced by $1,250 on  December  31, 1996 as per the
    terms of the  revolving  credit  agreement)  under  which  letters of credit
    aggregating $10,481 and borrowings of $33,590 were outstanding at January 4,
    1997.


4.  EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE

    Earnings  (loss)  per common  and  common  equivalent  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 $5,060 for
    the  thirty-six  weeks ended  January 4, 1997.  The number of shares used in
    computing  the earnings per share was 425,000 for the  thirty-six  weeks and
    the twelve weeks ended January 4, 1997 and 20,368 for the  thirty-six  weeks
    and the twelve weeks ended January 6, 1996. Incremental shares attributed to
    outstanding warrants were not included in the computation as their effect on
    earnings (loss) per share would be antidilutive.


5.  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.

    In connection with the Merger, the Company entered into an agreement whereby
    the Fund  Manager is entitled to receive $250 per year from the Company as a
    management  fee for the  performance  of strategic  and  financial  planning
    services.  The amount of the annual management fee may be increased by up to
    an additional $750 per year based upon certain performance criteria.


                                      -7-
<PAGE>

 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 earnings during the periods included in the accompanying
condensed consolidated statements of operations.

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>

                                      Thirty-six Weeks Ended         Twelve Weeks Ended
                                     January 4,    January 6,     January 4,    January 6,
                                        1997          1996           1997          1996
                                     ---------     ---------      ---------     ---------
<S>                                    <C>           <C>            <C>           <C>  
Net sales ...........................  100.0%        100.0%         100.0%        100.0%
Gross profit ........................   23.5          23.5           23.2          24.1
Direct store, warehouse and
 administrative expenses ............   20.4          20.6           20.3          20.6
Operating income ....................    3.1           2.9            2.9           3.6
Interest expense, net ...............    3.0           0.9            3.0           0.9
Earnings (loss) before income taxes .    0.1           2.1           (0.1)          2.7
Provisions for income taxes .........                  0.8                          1.0
Net earnings (loss) .................    0.1           1.3           (0.1)          1.7
EBITDA ..............................    5.7           5.1            5.5           5.5

</TABLE>
A summary of the  period to period  changes in  certain  items  included  in the
condensed consolidated  statements of operations for the thirty-six week periods
and twelve week periods ended January 4, 1997 and January 6, 1996 is as follows:
<TABLE>
<CAPTION>

                                                    Period-to-Period Changes
                                      Thirty-six Weeks Ended        Twelve Weeks Ended
                                          January 4, 1997             January 4, 1997
                                          $            %              $             %
                                      --------      -------        -------       -------
<S>                                   <C>            <C>           <C>           <C>  
Net sales ........................... $ 10,392        1.26%        $ 1,743         0.63%
Gross profit ........................    2,570        1.33          (2,105)       (3.14)
Direct store, warehouse and
  administrative expenses ...........      772        0.46            (437)       (0.76)
Operating income ....................    1,798        7.50          (1,668)      (16.86)
Interest expense, net ...............   18,150         n/m           6,110          n/m
Earnings (loss) before income taxes .  (16,352)        n/m          (7,778)         n/m
Provision for income taxes ..........   (6,131)        n/m          (2,916)         n/m
Net earnings (loss) .................  (10,221)        n/m          (4,862)         n/m
EBITDA ..............................    5,369       12.87             210         1.37

<FN>
(n/m = not meaningful comparison)
</FN>
</TABLE>
                                      -8-
<PAGE>

RESULTS OF OPERATIONS


NET SALES

Net sales  increased  $1,743 or .63% in the twelve  week  period and  $10,392 or
1.26% in the  thirty-six  week period  ended  January 4, 1997 as compared to the
corresponding  periods  ended  January  6,  1996.  The net  sales  increase  was
primarily  attributable  to the  opening  of new  grocery  stores  and  gasoline
stations (three  supermarkets  were opened and three were closed and 10 gasoline
stations  were opened and one closed  since  January 6, 1996).  Same store sales
decreased   approximately   1.4%  for  the  twelve  week  period  and  decreased
approximately  .7% for the  thirty-six  week period ended  January 4, 1997.  The
Company's  store  count at January  4, 1997 was 105  supermarkets  (27  discount
stores and 78 conventional  stores) and 51 gasoline  stations as compared to 105
supermarkets  (32 discount  stores and 73  conventional  stores) and 42 gasoline
stations at January 6, 1996.

The Company is focusing on a new  frequent  shopper  program  which was launched
subsequent to the end of the third quarter. While the Company believes that this
program will bring about increased  sales and improved gross margins,  there can
be no assurances of these results.

GROSS PROFIT

Gross profit as a percentage  of net sales was 23.2% for the third quarter ended
January 4, 1997 as compared to 24.1% for the same quarter of the preceding year.
The  decrease  in  gross  profit  was  primarily  due to  increased  promotional
activities  and a LIFO  credit of $757 or .3% of sales in the prior  year  third
quarter.  The  gross  profit  percentage  was even at 23.5% of net sales for the
thirty-six  week period ended January 4, 1997 and for the  corresponding  period
ended January 6, 1996.  The current year LIFO  provision was a credit of $200 at
January 4, 1997  compared to a credit of $457 at January 6, 1996.

DIRECT STORE, WAREHOUSE AND ADMINISTRATIVE EXPENSES

Direct store,  warehouse and administrative  expenses were $56,767,  or 20.3% of
net sales and $57,204, or 20.6% of net sales for the twelve week period and were
$169,839  or 20.4% of net  sales  and  $169,067  or 20.6% of net  sales  for the
thirty-six week period ended January 4, 1997 and January 6, 1996,  respectively.
The Company's  continued  implementation  of cost reductions and improvements in
many areas  including  reductions  in  advertising  expense  and store  supplies
expense and  improvements  in  warehouse  backhaul  income has helped to control
direct store, warehouse and administrative expenses as a percentage of sales.

EBITDA

EBITDA (net income  before  interest  income,  interest  expense,  income taxes,
depreciation and amortization and LIFO  charges/credits) was $15,511, or 5.5% of
net sales in the third  quarter of fiscal 1997 as compared to $15,301 or 5.5% of
net sales in the third quarter of fiscal 1996. EBITDA was $47,101 or 5.7% of net

                                      -9-
<PAGE>

sales and  $41,732 or 5.1% of net sales for the  thirty-six  week  period  ended
January 4, 1997 and  January  6,  1996,  respectively.  EBITDA as  presented  is
consistent  with the  definition  used for  covenant  purposes  contained in the
Indenture.  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.

NET INTEREST EXPENSE

Interest  expense was $8,478 in the third  quarter of fiscal 1997 as compared to
$2,368 in the third  quarter of fiscal  1996 and was  $25,207 and $7,057 for the
thirty-six week period ended January 4, 1997 and January 6, 1996,  respectively.
This  increase  in  interest  expense was due to the  Company's  long-term  debt
increasing  from  $34,740 at April 29,  1995 to $233,590 at January 4, 1997 as a
result of the Merger and the decrease in interest income which was approximately
$81 and $2,224 for the thirty-six  week period ended January 4, 1997 and January
6, 1996, respectively.

INCOME TAX EXPENSE (BENEFIT)

Income  taxes  were  ($95)  with an  effective  tax rate of 37.3%  for the third
quarter of fiscal  1997 and $2,821 with an  effective  tax rate of 37.5% for the
third quarter of fiscal 1996.  Income taxes were $210 with an effective tax rate
of 37.3% and $6,341 with an effective tax rate of 37.5% for the thirty-six  week
period ended January 4, 1997 and January 6, 1996, respectively.  The decrease in
income taxes was principally due to lower pretax earnings.

LIQUIDITY AND CAPITAL RESOURCES

Historically,  the Company has funded its working capital requirements,  capital
expenditures  and other needs  principally from operating cash flows. Due to the
Merger,  however,  the  Company  has become  highly  leveraged  and has  certain
restrictions on its operations. The Company's principal sources of liquidity are
expected to be cash flow from operations and borrowings under the $98,750 Credit
Facility  (under which letters of credit  aggregating  $10,481 and borrowings of
$33,590 were outstanding at January 4, 1997).

Cash provided by operating  activities  during the thirty-six  week period ended
January 4, 1997 was $28,165  compared to $32,472 for the thirty-six  week period
ended January 6, 1996.  The largest  component of the change in cash provided by
operating  activities  was the  decrease  in net  income  due  primarily  to the
increase in cash interest expense this year as a result of additional  borrowing
activities discussed above. In addition, inventory increased $3,178 this year as
compared to a decrease of $4,164 last year. The Company also received  $5,250 in
May, 1996 as  consideration  for entering into a five year supply agreement with
the purchaser of certain bakery assets from the Company.  Additionally,  accrued
expenses  increased $4,698 primarily due to an increase in accrued interest as a
result of additional borrowing activities discussed above.

Net cash used in investing activities was $18,348 and $11,936 for the thirty-six
week period ended  January 4, 1997 and January 6, 1996,  respectively.  Cash was

                                      -10-
<PAGE>

primarily used for capital  expenditures.  Capital expenditures were $19,836 and
$17,504  for the  thirty-six  week period  ended  January 4, 1997 and January 6,
1996, respectively.

Net cash used in financing  activities  was $7,851 and $8,890 for the thirty-six
week  period  ended  January  4, 1997 and  January 6,  1996,  respectively.  The
principal use of funds in financing  activities for the  thirty-six  week period
ended January 4, 1997 was the payment of principal on long-term debt  (including
the Credit Facility) and capital lease obligations.

The Company believes that capital  expenditures for the remainder of fiscal 1997
will be financed  through cash flows from  operations and  borrowings  under its
Credit  Facility.  Capital  expenditures  for the  remainder  of fiscal 1997 are
expected to be approximately  $5,000 which will include  expenditures  primarily
for  store  remodels,  new  gasoline  stations  and  for the  completion  of the
Company's MIS upgrade.  Capital expenditure plans are continuously evaluated and
modified from time to time  depending on cash  availability  and other  economic
factors.


PART II.  OTHER INFORMATION
          (Dollars in thousands)

ITEM 1.  LEGAL PROCEEDINGS

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

The Company held its annual meeting of  shareholders on October 25, 1996. At the
meeting,  the number of  directors  was set at  eleven.  The  shareholders  also
elected W. H. Holman, Jr., Roger P. Friou, Bruce C. Bruckmann, Harold O. Rosser,
II, Stephen C.  Sherrill,  Michael E. Julian,  John M.  Moriarty,  Jr., Peter T.
Grauer, Robert R. Onstead,  Ronald E. Johnson, and Bernard E. Ebbers to serve as
directors  until  the date of the next  annual  shareholders  meeting.  Both the
resolutions were approved by a vote of 424,150 shares "For",  none "Against" and
850 shares "Absent".

                                      -11-
<PAGE>

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     Exhibit No.
     -----------

     * 27.1  Financial Data Schedule

             * Filed herewith.

(b)  Reports on Form 8-K

     None.


                                      -12-
<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/ David R. Black
                                          -----------------------
                                          David R. Black
                                          Senior Vice President - Finance,
                                          Chief Financial Officer



Dated: February 10, 1997