SecProbe.io

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      February 4, 2005

Mail Stop 3-8

By Facsimile and U.S. Mail

Michael A. Richardson
President and Chief Executive Officer
American Consumers, Inc.
55 Hannah Way
Rossville, GA 30741

Re:	American Consumers, Inc.
      Form 10-K for the fiscal year ended May 29, 2004
	Filed August 26, 2004
	File No.  0-05815
	Forms 10-Q for the periods ended August 28, 2004 and November
27, 2004

Dear Mr. Richardson:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
disclosures in future filings in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

FORM 10-K FOR THE FISCAL YEAR ENDED MAY 29, 2004

General

1. Where a comment below requests additional disclosures or other
revisions to be made, these revisions should be included in your
future filings, as applicable.

Exhibit 13

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations, page 5

2. Please revise this section to ensure you discuss your results
of
operations for each period for which financial statements are
presented. For example, you currently only discuss the changes in
net
income/loss and net sales between fiscal years 2003 and 2004.
You
should also discuss significant changes in these and other line
items
between fiscal years 2002 and 2003.

3. Please revise your income tax discussion to discuss significant
changes in your deferred tax valuation allowance.  In this regard,
we
note that in fiscal years 2003 and 2004, your net deferred taxes
are
fully valued.   Please discuss what this means in terms of your
expectations of future book and taxable income.

4. Where you describe two or more business reasons that
contributed
to a material change in a financial statement line item between
periods, please quantify the extent to which each change
contributed
to the overall change in that line item, if practical.  For
example,
where you provide a list of the contributing factors to your
increase
in general and administrative expenses when comparing fiscal year
2004 to fiscal year 2003, quantification of individual impacts
should
be provided.  See Item 303(A) of Regulation S-K and Financial
Reporting Codification 501.04.

5. Where you identify intermediate causes of changes in your
operating results, also describe the reasons underlying the
intermediate causes.  For example, you indicate that sales
increased
in fiscal year 2004 due to the opening of a new store, partially
offset by a decrease in same store sales.  You should elaborate to
explain why same stores sales are decreasing.  Additionally, you
should indicate whether you expect same store sales to continue to
decline in future periods. See SEC Release No. 33-8350.

Liquidity and Capital Resources, page 6

6. Please revise to discuss material changes between periods in
your
cash flows from operating, investing, and financing activities.
In
this regard, based on reviewing your statements of cash flows, we
note that cash flows from operating activities decreased
significantly between 2003 and 2004, largely due to increased
inventories.  We believe this type of activity that significantly
impacts your cash flows should be discussed and explained.

Material Commitments, page 7

7. We note your disclosure that capital expenditures are not
expected
to exceed $200,000 for the 2005 fiscal year.  Please elaborate on
your disclosure to describe the nature and general purpose of the
expected capital expenditures and the anticipated source of funds
for
these expenditures.  Refer to Item 303(A)(2) of Regulation S-K.

Financial Statements

Statements of Changes in Stockholders` Equity, page 14

8. Please include a column that reconciles the changes in the
number
of shares of common stock issued between years.  See paragraph 10
of
APB 12.

Notes to Financial Statements

General

9. Please disclose the nature of the amounts included in other
(non-
operating) income.  Your tabular disclosure on page 6 of MD&A is
not
sufficient in this regard to the extent the "other" line item in
the
table represents over 70% of total other income.  Show us
supplementally how the revised disclosure will read.

Note 1. Nature of Business and Summary of Significant Accounting
Policies

General

10. Please disclose your accounting policy for consideration
received
from vendors in connection with the purchase or promotion of the
vendors` products, such as rebates, slotting fees and co-operative
advertising fees.  Disclose the statements of operations line item
in
which each of these types of payments is included. With the
exception
of rebates, please also disclose the amounts of these payments
included in each line item for each period presented.  Based on
your
disclosures on page 6 of MD&A, it appears that certain "vendor
compensation" may be included in other (non-operating) income.
Please ensure we understand your basis in GAAP for this
classification.  Refer to EITF 02-16.

11. Based on your disclosures under Item 1.Business, it appears
you
provide a number of incentives to your retail customers including
cash discounts and coupon matching.  Please disclose your
accounting
policy for each of these types of arrangements, including the
statements of operations line item that each type of arrangement
is
included in.  For each type of arrangement treated as an expense
rather than as a reduction of revenues, please tell us how this
type
of arrangement meets the requirements in EITF 01-9.

12. In future filings please disclose the types of expenses that
you
include in the cost of goods sold line item and the types of
expenses
that you include in the operating, general and administrative
expenses line item.  In doing so, please disclose specifically
whether you include purchasing and receiving costs, inspection
costs,
internal transfer costs and the other costs of your distribution
network in cost of goods sold.  If you currently exclude a portion
of
these costs from cost of goods sold, please also disclose the line
item that these excluded costs are included in and the amounts
included in each line item for each period presented. Also
disclose
in MD&A that your gross margins may not be comparable to others,
since some entities include all of the costs related to their
distribution network in cost of goods sold and others exclude a
portion of them from gross margin, including them instead in a
line
item such as operating, general and administrative expenses.  To
the
extent the excluded costs are material to your operating results,
quantify these amounts in MD&A.  If you determine that these
amounts
are immaterial for disclosure, please supplementally provide us
with
your qualitative and quantitative assessment of materiality for
all
periods presented.

Cash and cash equivalents, page 16

13. Please revise your disclosure to indicate why certificates of
deposit (CDs) are not considered cash and cash equivalents for
purposes of reporting cash flows.  Also disclose whether your CDs
have any unusual withdrawal restrictions.  Additionally, please
tell
us supplementally why, in your August 28, 2004 Form 10-Q, CDs are
considered cash and cash equivalents for purposes of reporting
cash
flows, but yet again in your November 27, 2004 Form 10-Q, CDs are
not
considered cash and cash equivalents.   Please be advised that
your
classification of CDs should be consistent from period to period.
Any change in your policy for determining which items are treated
as
cash equivalents is a change in accounting principle that should
be
justified and disclosed.  If CDs were inadvertently classified as
cash equivalents in your August 28, 2004 Form 10-Q, please advise.

Recent accounting pronouncements, page 17

14. Please disclose the anticipated impact, if any, of your
adoption
of EITF 03-10.  Based on your disclosures under Item 1.Business,
it
appears this EITF may be applicable since you accept manufacturer
coupons from your customers.  Show us supplementally how the
requested disclosure will read.

Note 4.  Lease Commitments, page 19

15. You state that noncancelable operating leases expire at
various
dates through April 2008.  This date does not appear consistent
with
the table of minimum rentals due.  Please either revise in future
filings or otherwise advise.

 	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
with your responses to our comments and provide any requested
supplemental information.  Please understand that we may have
additional comments after reviewing your responses to our
comments.
Please file your response letter on EDGAR as a correspondence
file.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

	If you have any questions regarding these comments, please
direct them to Adam Phippen, Staff Accountant, at (202) 824-5549.
In
his absence, direct your questions to Robyn Manuel at (202) 942-
7786.
Any other questions may be directed to me at (202) 942-2905.

							Sincerely,

							George F. Ohsiek, Jr.
							Branch Chief

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Michael A. Richardson
President and Chief Executive Officer
American Consumers, Inc.
February 4, 2005
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