WAIVER AGREEMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

			      WAIVER AGREEMENT
				    TO 
	       AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


		WAIVER AGREEMENT dated as of May 
17, 1999 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, 
XxXxxxx-Xxxxxx Co., Inc., Jitney-Jungle Bakery, Inc., 
Pump and Save, Inc., Interstate Jitney Jungle Stores, Inc., 
and Delchamps, Inc. ("Delchamps") (each a "Borrower" 
and collectively, the "Borrowers"),  the guarantors named 
therein, the lenders named therein (the "Lenders") and 
Fleet Capital Corporation, as agent for the Lenders (the 
"Agent").  Capitalized terms used herein and not defined 
shall have the respective meanings assigned to such terms 
in the Credit Agreement. 

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

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

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

1.              Waiver.  Pursuant to the terms and 
conditions contained herein, the Agent and the 
Required Lenders hereby agree to waive 
compliance with Section 7.09 of the Credit 
Agreement solely as it pertains to the Fiscal Quarter 
ended March 27, 1999.

2.              Effective Date.  This Agreement shall become 
effective upon compliance with the conditions set 
forth immediately below:
			
	(a)     The Agent shall have received an 
original counterpart of this Waiver, duly executed and 
delivered by the Borrowers, the Guarantors and the 
Required Lenders.

	(b)     After giving effect to this Waiver no 
Default or Event of Default shall have occurred.  

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

4.              Counterparts.  This Waiver may be executed 
in counterparts, each of which shall constitute an 
original but all of which when taken together shall 
constitute one contract, and shall become effective 
when copies hereof which, when taken together, bear 
the signatures of each of the parties hereto shall be 
delivered to the Agent.  Delivery of an executed 





counterpart of a signature page to this Waiver by 
telecopier shall be effective as delivery of a manually 
executed signature page hereto.

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


		[Remainder of page intentionally left blank.]




		
		
		IN WITNESS WHEREOF, the parties have 
caused this Waiver 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__________________________________
				   Name:
				   Title:


				 SOUTHERN JITNEY JUNGLE COMPANY,
				      as Borrower and as Guarantor




				 By_________________________________
				   Name:
				   Title:


				 XxXXXXX-XXXXXX CO., INC.,
				      as Borrower and as Guarantor


				 By_________________________________
				   Name:
				   Title:


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


				 
				 By_________________________________
				   Name:
				   Title:





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


				 
				 By_________________________________
				   Name:
				   Title:


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


				 By_________________________________
				   Name:
				   Title:


					
				 DELCHAMPS, INC., 
				      as Borrower and as Guarantor


					
				 By_________________________________
				   Name:
				   Title:


				 JJ CONSTRUCTION CORP., 
				      as Guarantor


					
				 By_________________________________
				   Name:
				   Title:



				 SUPERMARKET CIGARETTE SALES, INC.,
				      as Guarantor


					
				 By_________________________________
				   Name:
				   Title:

						




				 FLEET CAPITAL CORPORATION, 
				      as Agent


					
				 By_________________________________
				   Name:
				   Title:


				 FLEET CAPITAL CORPORATION, 
				      as Lender


					
				 By________________________________
				   Name:
				   Title:


				 PNC BANK, NATIONAL ASSOCIATION, 
				      as Lender


					
				 By________________________________
				   Name:
				   Title:
			

				 XXXXXX FINANCIAL INC.,  
				      as Lender


					
				 By________________________________
				   Name:
				   Title:


				 IBJ WHITEHALL BUSINESS CREDIT CORP.,
				      as Lender


					
				 By________________________________
				   Name:
				   Title:




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


					
				 By________________________________
				   Name:
				   Title:

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


				 By________________________________
				   Name:
				   Title:

				 
				 NATIONAL CITY BANK, as Lender


					
				 By________________________________
				   Name:
				   Title:


				 DEUTSCHE FINANCIAL SERVICES CORPORATION, 
				      as Lender


					
				 By________________________________
				   Name:
				   Title:


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


					
				 By________________________________
				   Name:
				   Title: