B232847
   9710093

                          UNITED STATES OF AMERICA
                      BEFORE FEDERAL TRADE COMMISSION

   COMMISSIONERS:
          Robert Pitofsky, Chairman
          Mary L. Azcuenaga
          Sheila F. Anthony
          Mozelle W. Thompson
          Orson Swindle

                              In the Matter of

           JITNEY-JUNGLE STORES OF AMERICA, INC., a corporation;

      BRUCKMANN, ROSSER, SHERRILL & CO., L.P., a limited partnership;

             DELTA ACQUISITION CORPORATION, a corporation; and

                      DELCHAMPS, INC., a corporation.

                             DOCKET NO. C-3784

                             DECISION AND ORDER

   The Federal Trade Commission ("Commission") having initiated an
   investigation of the proposed acquisition of Delchamps, Inc.
   ("Delchamps") by Jitney-Jungle Stores of America, Inc.
   ("Jitney-Jungle"), Bruckmann, Rosser, Sherrill & Co., L.P.
   ("Bruckmann"), and Delta Acquisition Corporation ("Delta")
   (collectively, "Respondents"), and Respondents having been furnished
   with a copy of a draft complaint that the Bureau of Competition
   proposed to present to the Commission for its consideration, and
   which, if issued by the Commission, would charge Respondents with
   violations of Section 5 of the Federal Trade Commission Act, as
   amended, 15 U.S.C. § 45, and Section 7 of the Clayton Act, as amended,
   15 U.S.C. § 18; and

   Respondents, their attorneys, and counsel for the Commission having
   thereafter executed an agreement containing a consent order, an
   admission by Respondents of all the jurisdictional facts set forth in
   the aforesaid draft of complaint, a statement that the signing of said
   agreement is for settlement purposes only and does not constitute an
   admission by Respondents that the law has been violated as alleged in
   such complaint, and waivers and other provisions as required by the
   Commission's Rules; and

                                          UNITED STATES OF AMERICA
                                      BEFORE FEDERAL TRADE COMMISSION


________________________________________________
                                                                          )
           In the Matter of                                       )
                                                                  )
JITNEY-JUNGLE STORES OF AMERICA, INC.,                            )
           a corporation;                                         ))
BRUCKMANN, ROSSER, SHERRILL & CO., L.P.,                          )
           a limited partnership;                                 )       File No. 971-0093
                                                                  )
DELTA ACQUISITION CORPORATION,                                    )
           a corporation; and                                     ))
DELCHAMPS, INC.,                                                  )
           a corporation.                                         )
________________________________________________)


                                AGREEMENT CONTAINING CONSENT ORDER

           The Federal Trade Commission ("Commission") having initiated an investigation of the

proposed acquisition of Delchamps, Inc. ("Delchamps") by Jitney-Jungle Stores of America, Inc.

("Jitney-Jungle"), Bruckmann, Rosser, Sherrill & Co., L.P. ("Bruckmann"), and Delta

Acquisition Corporation ("Delta"),  and it now appearing that Jitney-Jungle, Bruckmann, Delta,

and Delchamps, hereinafter sometimes referred to as "Proposed Respondents," are willing to

enter into an agreement containing an Order ("Agreement") to divest certain assets and to cease

and desist from certain acts, and providing for other relief:

           IT IS HEREBY AGREED by and among Proposed Respondents, by their duly

authorized officers and attorneys, and counsel for the Commission that:

           1.          Proposed Respondent Jitney-Jungle Stores of America, Inc. is a corporation

organized, existing, and doing business under and by virtue of the laws of the State of



      Agreement Containing Consent Order                                                     Page 

   Mississippi, with its office and principal place of business located at 1770 Ellis Avenue, Suite

   B232847
   9710093

                          UNITED STATES OF AMERICA
                      BEFORE FEDERAL TRADE COMMISSION

                              In the Matter of

           JITNEY-JUNGLE STORES OF AMERICA, INC., a corporation;

      BRUCKMANN, ROSSER, SHERRILL & CO., L.P., a limited partnership;

             DELTA ACQUISITION CORPORATION, a corporation; and

                      DELCHAMPS, INC., a corporation.

                             Docket No. C-3784

                                 COMPLAINT

   Pursuant to the provisions of the Federal Trade Commission Act, and by
   virtue of the authority vested in it by said Act, the Federal Trade
   Commission ("Commission"), having reason to believe that respondent
   Jitney-Jungle Stores of America, Inc. ("Jitney-Jungle"), a corporation
   of which a majority of the voting securites are owned by respondent
   Bruckmann, Rosser, Sherrill & Co., L.P. ("Bruckmann"), a limited
   partnership, and respondent Delta Acquisition Corporation ("Delta"), a
   wholly-owned subsidiary of respondent Jitney-Jungle, have entered into
   an agreement to acquire the outstanding shares of respondent
   Delchamps, Inc. ("Delchamps"), a corporation, all subject to the
   jurisdiction of the Commission, in violation of Section 7 of the
   Clayton Act, as amended, 15 U.S.C. § 18, and Section 5 of the Federal
   Trade Commission Act, as amended, 15 U.S.C. § 45, and that a
   proceeding in respect thereof would be in the public interest, hereby
   issues its complaint, stating its charges as follows:

                                 Definition

   1. For the purposes of this complaint:

   "Supermarket" means a full-line retail grocery store with annual sales
   of at least two million dollars that carries a wide variety of food
   and grocery items in particular product categories, including bread
   and dairy products; refrigerated and frozen food and beverage
   products; fresh and prepared meats and poultry; produce, including
   fresh fruits and vegetables; shelf-stable food and beverage

   products, including canned and other types of packaged products;