SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)

[ X ]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended January 25, 1997

                                       OR

[    ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        For the transition period from _____________ to _________________

                           Commission File No. 0-11682

                            S & K FAMOUS BRANDS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Virginia                                     54-0845694
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

     11100 West Broad Street, P. O. Box 31800, Richmond, Virginia 23294-1800
     -----------------------------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:               (804) 346-2500

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
       None

Securities registered pursuant to Section 12(g) of the Act:

                           Common Stock $.50 par value
                                (Title of Class)

         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
         (or for such shorter period that the registrant was required to
         file such  reports),  and (2) has been  subject to such  filing
         requirements for the past 90 days.

           Yes    X      No _____



<PAGE>



         Indicate  by check  mark if  disclosure  of  delinquent  filers
         pursuant to Item 405 of Regulation S-K is not contained herein,
         and  will  not  be  contained,  to  the  best  of  registrant's
         knowledge,   in  definitive  proxy  or  information  statements
         incorporated  by reference in Part III of this Form 10-K or any
         amendment to this Form 10-K. (X)

         The  aggregate  market  value  of  the  voting  stock  held  by
         nonaffiliates  of the  registrant  as of  April  9,  1997,  was
         approximately $21,298,000.

         This figure was calculated by multiplying  (i) the mean between
         the high and low prices for the  registrant's  common  stock on
         April 9, 1997, as reported by The Nasdaq  National  Market,  by
         (ii) the number of shares of the registrant's  common stock not
         held by the  officers or  directors  of the  registrant  or any
         persons  known to the  registrant to own more than five percent
         of  the  outstanding  common  stock  of  the  registrant.  Such
         calculation  does not constitute an admission or  determination
         that any such  officer,  director  or  holder of more than five
         percent of the outstanding common stock of the registrant is an
         affiliate of the registrant.

         As of April  9,  1997,  5,071,508  shares  of the  registrant's
         Common Stock, $0.50 par value were outstanding.

Documents Incorporated by Reference

The portions of the 1996 Annual Report to Shareholders for the fiscal year ended
January 25, 1997,  referred to in Part II, are  incorporated  by reference  into
Part II. The portions of the Proxy Statement for the Company's Annual Meeting of
Shareholders  to be  held  on  May  29,  1997,  referred  to in  Part  III,  are
incorporated by reference into Part III.

                                    2


<PAGE>



                                     PART I.

Item 1.  Business

         (a)      General Development of Business

S & K Famous Brands, Inc. (the "Company") has been in business for thirty years.
The Company began  operations with one store and presently  operates 195 stores.
The Company was  incorporated  in Virginia in 1970,  as  successor to a business
established in 1967. As used herein, the term "Company" includes the Company and
its predecessors.  The Company's corporate headquarters is located at 11100 West
Broad Street, Richmond,  Virginia; the telephone number is (804) 346-2500. For a
discussion of the Company's  business and its development during the fiscal year
ended January 25, 1997 ("fiscal 1997"), see "Narrative Description of Business."

         (b)      Financial Information about Industry Segments

The  Company  is  engaged  in one line of  business,  the  retail  sale of men's
tailored clothing,  furnishings,  sportswear and accessories.  Accordingly, data
with respect to separate  industry  segments is not  applicable and has not been
reported herein.

         (c)      Narrative Description of Business

General

The  Company  is  engaged  in  the  retail  sale  of  men's  tailored  clothing,
furnishings,  sportswear and accessories through stores trading primarily as S &
K Famous Brand  Menswear (S & K). The Company  sells  in-season,  first-quality,
men's apparel,  primarily with nationally  recognized brand names, at 20% to 40%
less than  regular,  full-priced  department  and specialty  store prices.  This
apparel includes a full line of men's suits,  sportcoats,  slacks, shirts, ties,
sportswear and related accessories.

The Company's  operations  are generally  conducted  under the name S & K Famous
Brand Menswear. There are 195 stores in 26 states: Virginia,  Alabama, Arkansas,
Florida, Georgia, Illinois,  Indiana, Iowa, Kansas, Kentucky,  Louisiana, Maine,
Michigan,  Mississippi,  Missouri,  New Jersey, New York, North Carolina,  Ohio,
Oklahoma,  Pennsylvania,  South Carolina,  Tennessee,  Texas,  West Virginia and
Wisconsin.  Except for two locations, all of the S & K stores are located either
in strip shopping centers or enclosed shopping malls.

During  fiscal 1997,  the Company  opened 18 new S & K stores,  totaling  78,155
square feet, in the following localities:

Arkansas:          Fort Smith and Little Rock
Florida:           Lakeland
Georgia:           Macon
Indiana:           Indianapolis (includes three stores in this market)
Michigan:          Howell and Walker
New York:          Cheektowago (Buffalo market)
North Carolina:    Greensboro
Ohio:              Columbus
Pennsylvania:      Harrisburg and Scranton
Tennessee:         Brentwood and Jackson
Texas:             Hillsboro
West Virginia:     Huntington

In  addition,  the Company  expanded  three  stores in the  following  locations
(converting them to the superstore  concept):  Columbus,  Ohio;  Raleigh,  North
Carolina and South Bend, Indiana, adding 7,452 square feet.

                                    3


<PAGE>



In fiscal 1997,  the Company  closed five S & K stores  totaling  19,500  square
feet:  two  stores  were  closed  due to not  meeting  the  Company's  sales and
profitability expectations (Fort Pierce and Kissimmee, Florida); two stores were
relocated and converted into superstores  (Little Rock, Arkansas and Greensboro,
North Carolina);  and a store located in Columbia, South Carolina was closed due
to a landlord's request to buyout the lease.  Additionally,  the Company's three
remaining  Menswear  Mega  Centers  (totaling  57,940  square  feet) were closed
because they had not met the Company's sales and earnings expectations.

The  following  table  summarizes  information  concerning  store  openings  and
closings during the fiscal years presented:
<TABLE>
<CAPTION>
<S> <C>
                                                                Fiscal Year Ended

Stores:                                    1/25/97       1/27/96        1/28/95        1/29/94        1/30/93
                                           -------       -------        -------        -------        -------
Open at beginning of year                      184           172             154           127            117
Closed during year                               8             9               4             1              3
Opened during year                              18            21              22            28             13
Open at end of year                            194           184             172           154            127
                                     =============  ============ =============== =============  =============
Relocations                                      2             0               3             3              5
</TABLE>

Average  sales per  selling  square foot for the stores  included in  comparable
store sales  statistics  were:  $218,  $215,  $212, $217, and $221 in the fiscal
years ended 1997 through 1993, respectively. Other than the general economic and
competitive  environment,  average  sales per selling  square foot are primarily
influenced by three factors:  sales levels in existing stores from year to year;
an increasing proportion of newer stores which,  although profitable,  might not
have reached sales levels of more mature  stores;  and an  increasing  number of
additional stores in existing  markets,  where the Company does not expect sales
levels to be as high as in markets in which the Company operates a single store.
The number of new stores opened in existing markets (which  negatively  impacted
existing store sales while  increasing total market sales) in fiscal years 1997,
1996 and 1995, were three, four, and five, respectively.

Merchandise and Marketing

The  merchandise  offered  in the  Company's  stores  feature a wide  variety of
nationally recognized labels from America's leading manufacturers as well as the
Company's exclusive, private-labels. This first-quality merchandise is purchased
directly from  manufacturers or produced to S & K's  specifications  and sold at
prices  substantially  lower than those  regularly  charged  by  department  and
specialty stores. The Company does not purchase any "seconds" or "irregulars". S
& K offers a complete line of men's  apparel:  suits,  sportcoats,  furnishings,
casual clothing and accessories.  Additionally, the Company's "Corporate Casual"
collection,  which is sportcoat  driven,  responds to the trend  toward  relaxed
dress codes in the workplace.

S & K's sales  associates  provide  the level and  quality of  customer  service
generally found only in exclusive men's clothing stores.  These services include
providing basic alterations at modest cost,  soliciting  comments from customers
as to their satisfaction with the merchandise and services, maintaining customer
files on special preferences,  and offering a liberal refund policy for returned
merchandise, including a money-back guarantee. S & K also offers a Premiere Club
for those customers who shop with the Company on a repeat basis.  Members of the
Premiere  Club  receive  periodic  mailings  throughout  the year which  usually
contain special promotional  opportunities,  as well as free alterations for the
life of garments purchased.

                                    4


<PAGE>



S & K uses  television  as its  primary  advertising  media.  Television  may be
occasionally  supplemented by newspaper for certain promotions or special events
such as grand  openings.  The Company  also uses direct mail for  Premiere  Club
promotions as well as prospective  customer  mailings.  The direct mail programs
allow the  Company  to target  Premiere  Club  customers  who have been the most
responsive  and loyal to S & K in the past or  potential  customers  who fit the
Company's  demographic  profile.  The Company  anticipates  that its direct mail
promotions  will continue to increase and may ultimately  serve as the basis for
most future promotional  efforts.  Baseball Hall of Famer,  Johnny Bench, is the
advertising and marketing  spokesperson for the Company.  The S & K customer has
been  receptive  to this  association  and the Company  plans to  continue  this
relationship in fiscal 1998.

Purchasing and Distribution

Purchasing  for all of the  Company's  stores  is  directed  from the  Company's
headquarters  in Richmond,  Virginia,  under the control of the  Executive  Vice
President - Merchandise.

The Company purchases branded  merchandise  directly from a number of nationally
recognized  manufacturers.  These  purchases  consist  primarily of  merchandise
produced  specifically  from  orders  placed  by  S  &  K  well  in  advance  of
manufacturers' production cycles and to a much lesser extent from manufacturers'
overstocks.  S & K's  advance  purchasing  enables  manufacturers  to  fill  the
Company's  orders during off-peak  manufacturing  periods.  The Company believes
these buying  practices  enable it to sell this  merchandise at prices generally
20%  to 40%  below  prices  regularly  offered  by  full-priced  department  and
specialty stores.

The Company also uses a number of high quality men's  clothing  factories  which
manufacture  goods  to its  specifications  for  Company-owned  labels,  such as
Tailors  Row,  Deansgate,  Roberto  Villini,  Club Run,  Fenzia and others.  The
Tailors Row label (as well as Tailors Row Finery), which includes suits, blazers
and slacks,  offers a 100% worsted wool  product  with an  exceptional  level of
tailoring and complements  the Company's other clothing lines.  The Company also
offers a similar  product line using blended  fabric under its Deansgate  label.
Additionally, in fiscal 1997 the Company introduced its Johnny Bench label which
was developed to appeal to  mainstream  America and has been  initially  used on
sportcoats  and  slacks and is being  expanded  to include  suits.  The  various
manufacturing  programs  enable  the  Company  to better  control  the  quality,
selection and depth of its  merchandise  and supplement  apparel  purchased from
brand name manufacturers.

S & K works diligently to establish and maintain good vendor relationships.  The
Company purchases  merchandise from  approximately  135 vendors.  Except for one
vendor who accounted for approximately  16%, no other vendor exceeded 10% of the
Company's  purchases in fiscal 1997. S & K does not believe that the loss of any
vendor would significantly impact the Company. The Company does not maintain any
long-term  purchase  commitments or arrangements  with any supplier and believes
that there will be sufficient  sources of  merchandise  to support its expansion
plans with no adverse effect on its purchasing practices.

S & K has a basic item  replenishment  program with its major suppliers for much
of its  merchandise to fulfill  customers'  needs on a timely basis and increase
the Company's inventory turnover. Substantially all of the Company's merchandise
is  received  centrally  at its  110,000  square  foot  distribution  center  in
Richmond,  Virginia.  While the  Company  does  have a program  in place to ship
direct to the stores from its vendors,  most  merchandise is sorted,  priced (if
not pre-ticketed by the vendor) and distributed from the distribution  center. S
& K's stores within an average 200 mile radius of Richmond  receive  merchandise
once a  week  with  deliveries  generally  made  by the  Company's  own  trucks.
Deliveries  are made one to two times a week to stores outside this radius using
common carriers or package delivery companies.  The Company continually enhances
and  refines  its  allocation  and  distribution  processes  (generally  through
technology  improvements  in recent  years).  The Company  believes that through
these enhancements and the availability of direct vendor shipments to its stores
that  there  is  sufficient   capacity  for  receiving,   storing  and  shipping
merchandise to support the Company's future expansion plans.

                                    5


<PAGE>



Store Operations

Each store is under the  direction of a general  manager who is  supervised by a
district manager.  The district  managers,  who each generally  supervise ten to
fifteen  stores,  visit  the  stores  frequently  to review  merchandise  needs,
personnel  training and  performance,  and adherence to the Company's  operating
procedures.

The Company uses a multi-disciplinary training course specifically developed for
S & K associates.  All store  associates  participate  in this 75-day self study
program,  which the Company calls its "Gold Star"  program.  This program sets a
personalized  standard of performance for each sales associate on a weekly basis
and closely  monitors that  progress.  Additionally,  throughout  the year,  the
Company conducts  numerous  one-week,  in-house  training  seminars for selected
management trainees and full-time sales associates. These developmental programs
are enhanced by continuous  on-the-job  training,  video  training and periodic,
indistrict  meetings  conducted  by  district  managers or one of the three Vice
Presidents - Operations.  Annually, all general managers are brought to Richmond
to participate in a 4-day corporate training and team building session.

The Company stresses  promotion from within,  and most of the Company's  general
managers and district managers have been promoted in this manner. S & K has cash
bonuses and other incentive plans in effect for its store and district  managers
with awards based upon individual and store performance.

Each  store  employs an average  of six sales  associates,  some on a  part-time
basis. A weekly sales goal is established for each sales associate.  The Company
evaluates weekly  productivity  reports and conducts  semi-annual  Management by
DevelopmentR goal reviews to apprise each associate of his or her performance.

All sales are accepted with cash,  personal  checks or independent  credit cards
(Visa/Master  Card/Discover).  The Company assumes no credit risk on credit card
purchases  but  pays a  customary  percentage  of those  sales to a credit  card
processor  as a service  charge.  The  Company  has a liberal  refund  policy on
returned merchandise.

Information Management and Point-of-Sale System

Inventory  records are  controlled  centrally  and updated  daily  utilizing  an
automated  point-of-sale (POS) system. Each store's POS system is polled nightly
by the Company's  computerized  information  system. This system assimilates all
data and interfaces with the Company's automated merchandise control,  ordering,
replenishment  and open-to-buy  systems.  Physical  inventories are conducted in
every  store  two  times  a year to  verify  and  enhance  the  accuracy  of the
merchandise information system.  Additionally,  the store managers provide daily
information to the central  office where it is subjected to various sales,  cash
and inventory procedures.

All stores have a POS system which includes  automatic price lookup, the ability
to scan  barcoded  merchandise  price  tickets,  the ability to send and receive
electronic  mail,  the ability to capture  Premiere Club  purchase  activity and
store  productivity  reporting  capabilities.  The Company is working with a POS
systems provider to develop and customize an enhanced POS store system. This new
system   facilitates   enhanced  and  expanded   customer   tracking,   employee
productivity reporting and automated point of sale markdowns, as well as several
new  modules  which  include a  merchandise  locator  service,  alterations  and
scheduling.  This system was installed as a test in five stores during 1996. The
Company is  evaluating  the  results in these  stores and  following  successful
testing expects to convert  approximately four districts in 1997.  Upgrading all
current  stores is estimated to require a capital outlay of  approximately  $2.0
million and is expected to be completed between one to three years.

                                    6


<PAGE>



Store Expansion

The Company  plans to continue  its policy of pursuing  suitable  locations  and
opening new stores when attractive opportunities are presented. The general plan
for expansion is to increase  sales and market share through the  development of
additional  store  locations  in both  existing  and  new  markets,  subject  to
favorable economic conditions.

The Company is currently  seeking new S & K store  locations in the eastern half
of the  United  States.  The  criteria  used in  selecting  sites for new stores
include the geographic  locations and the demographics and psychographics of the
surrounding  area. Based on S & K's research,  the Company locates its stores in
areas  that  appear  most  likely to be  receptive  to the  Company's  retailing
strategy. With respect to store sites in shopping centers, the Company considers
the  principal  anchor  stores  located  in  the  center,  tenant  mix  and  the
positioning of the Company's site within that center.

The S & K stores are designed to provide  what the Company  believes is required
by the  modern-day  valueconscious  consumers of menswear.  The Company's  store
formats  are  designed  to attract a broad mix of  customers  by  providing  the
customer with the  opportunity to make purchases  quickly during leisure time as
well as having  quality  merchandise  displayed in  attractive  store  settings.
Additionally,   each  store   format   incorporates   the  latest   advances  in
merchandising techniques.

The Company  currently has three S & K formats:  approximately 55% of the stores
are  considered  to  be  traditional   stores,  31%  are  outlets  and  14%  are
superstores.  The 4,000 square foot traditional S & K store provides a specialty
store setting and is generally  located near regional malls in mid-size markets.
The 3,500  square  foot outlet  store is located  within  outlet  centers and is
designed to attract the bargain shopper.  The 5,000-6,500 square foot superstore
carries a much broader merchandise assortment,  especially in tailored clothing.
The larger  format also  enables the Company to use "shop  concepts"  within the
store,  i.e.  - golf  shop,  formal  shop,  shoes,  etc.,  as well as expand the
presentation of its "Corporate Casual" collection.

Seasonality

The Company's  business is highly  seasonal,  with peak sales periods  occurring
during the fourth  fiscal  quarter,  which  includes the Christmas  season.  The
fourth  fiscal  quarter  generally  accounts  for  approximately  30-33%  of the
Company's net sales and 50-55% of its net earnings for a fiscal year.

Working Capital

The  Company  has  historically  funded  its  working  capital  from  internally
generated  funds and from bank  borrowings and expects these sources to continue
to be adequate for the foreseeable future.

Competition

The retail men's apparel  business is highly  competitive.  The Company's stores
compete  with  department  stores,  other men's  specialty  stores and  discount
clothing  stores.  The  Company  competes  on the  basis of price,  quality  and
selection of merchandise,  as well as customer service and store location.  Many
of  its  competitors  are   considerably   larger  than  the  Company  and  have
substantially greater financial and other resources. At various times throughout
the year,  department  store chains and full-priced  specialty shops offer brand
name merchandise at substantial markdowns, at times resulting in prices matching
or less than those regularly offered by the Company.

Employees

As of January 25, 1997, the Company had approximately 1,600 employees, more than
half of whom worked part-time. A number of part-time employees are usually added
during the Christmas holiday season. None of the Company's employees are covered
by  collective  bargaining  agreements.   The  Company  considers  its  employee
relations to be good.

                                    7


<PAGE>



Information Regarding Forward-Looking Statements

The  provisions  of the Private  Securities  Litigation  Reform Act of 1995 (the
"Act"),  which became law in late December 1995,  provide companies with a "safe
harbor" when making  forward-looking  statements.  This "safe harbor" encourages
companies to provide prospective  information about their companies without fear
of  litigation.  The Company  wishes to take  advantage of the new "safe harbor"
provisions of the Act and is including this section in its Annual Report on Form
10-K in order  to do so.  Company  statements  that  are not  historical  facts,
including  statements about  management's  expectations for fiscal year 1998 and
beyond,   are   forward-looking   statements  and  involve   various  risks  and
uncertainties.  Factors that could cause the Company's  actual results to differ
materially from management's projections,  forecasts, estimates and expectations
include, but are not limited to, the following:

          (a)  changes in the amount and degree of promotional intensity exerted
               by current competitors and potential new competition many of whom
               are, or may be,  larger and have greater  financial and marketing
               resources;

          (b)  changes in general U.S. economic  conditions  including,  but not
               limited  to,  consumer  credit   availability,   interest  rates,
               inflation, and consumer sentiment about the economy in general;

          (c)  changes  in   availability   of  working   capital   and  capital
               expenditure   financing,   including  the   availability  of  the
               Company's  existing  working  capital credit  facility to support
               development of retail stores;

          (d)  changes in the  availability  on acceptable  terms of appropriate
               real estate locations for expansion;

          (e)  the  presence or absence of new  products or product  features in
               the  merchandise  categories the Company sells and changes in the
               Company's  actual  merchandise  sales  mix,  including  the trend
               toward corporate casual attire;

          (f)  changes in availability of or access to both domestic and foreign
               sources of merchandise inventory;

          (g)  the ability to maintain an effective leadership team in a dynamic
               environment of changes in the cost or  availability of a suitable
               work force to manage and  support  the  Company's  service-driven
               operating strategy;

          (h)  changes in  production  or  distribution  costs of the  Company's
               advertising;

          (i)  unusual weather patterns.

The United States retail  industry and the specialty  apparel retail industry in
particular  are  dynamic by nature  and have  undergone  significant  changes in
recent years. The Company's  ability to anticipate and  successfully  respond to
continuing challenges is key to achieving its expectations.

Trademarks and Service Marks

The Company  believes it has the right to use all  trademarks  and service marks
necessary to conduct its business as currently  operated.  The Company considers
these  marks  and the  accompanying  customer  recognition  and  goodwill  to be
valuable  to its  business,  particularly  in the  case  of its "S &  K"-related
service marks and logos.  The Company  believes its existing  rights to use such
marks can be preserved through continued use of the marks and, where applicable,
renewal of registrations.

         (d)      Financial Information about Foreign and Domestic Operations 
                  and Export Sales

The Company has no foreign operations or export sales.

                                        8


<PAGE>



Item 2.  Properties

All of the Company's  195 stores are leased.  With the exception of 2 locations,
all the stores are  located in strip  shopping  centers or enclosed  malls.  The
square  footage of the stores  varies with store format.  The  traditional S & K
store generally  ranges in size from  approximately  3,500 to 4,500 square feet,
the outlet stores from 3,000 to 4,000 square feet and the superstores from 5,500
to 6,500 square feet.  All stores are located in close  proximity to  population
centers,  department  stores and other retail  operations and are often situated
near a major highway or thoroughfare.

As  leases  expire,  the  Company  generally  exercises  a renewal  option  when
desirable. It is S & K's strategy to negotiate its leases to include termination
clauses  exercisable within two years of initial  occupancy.  By exercising this
termination  clause when  appropriate,  S & K is able to minimize any  long-term
effect of opening an  undesirable  location which would be unable to meet volume
and profitability expectations. Additionally, these termination clauses give the
Company  flexibility  to relocate a store should a more  attractive  site become
available  in that market.  In most cases,  the  Company's  new stores have been
profitable, on an operating basis, in the first quarter of their operation.

The company closed five S & K stores in fiscal 1997: Little Rock, Arkansas; Fort
Pierce and Kissimmee,  Florida;  Greensboro, North Carolina; and Columbia, South
Carolina.  Additionally,  the Company  closed the remaining  three Menswear Mega
Centers  in the  Washington,  DC market  (Alexandria  and  Bailey's  Crossroads,
Virginia, and New Carrollton, Maryland.)

As of March  30,  1997,  the  Company  operated  195  stores in 26  states.  The
following  summary  recaps the number of current  locations by state.  

                                                                Number of stores
         Virginia  ..............................................          25
         Alabama ................................................          10
         Arkansas  ..............................................           4
         Florida  ...............................................          17
         Georgia   ..............................................           9
         Illinois  ..............................................           6
         Indiana  ...............................................           9
         Iowa  ..................................................           2
         Kansas   ...............................................           1
         Kentucky  ..............................................           2
         Louisiana  .............................................           6
         Maine  .................................................           2
         Michigan  ..............................................          10
         Mississippi  ...........................................           1
         Missouri ...............................................           2
         New Jersey  ............................................           1
         New York  ..............................................          16
         North Carolina  ........................................          21
         Ohio  ..................................................          10
         Oklahoma  ..............................................           2
         Pennsylvania  ..........................................           7
         South Carolina  ........................................           9
         Tennessee   ............................................          13
         Texas  .................................................           5
         West Virginia  .........................................           2
         Wisconsin  .............................................           3
                                                                        -----
         Total  .................................................         195



                                        9


<PAGE>



Store leases  generally  provide for a base rent of between $6.00 and $21.50 per
square  foot.  Most leases  contain  provisions  which  require the payment of a
percentage of sales as additional  rent,  generally  when sales reach  specified
levels.

The Company's  executive  offices are located at its Corporate  Headquarters and
Central Distribution Center in Richmond, Virginia, and are owned by the Company.
The  total  facility  contains  approximately  130,000  square  feet,  with  the
distribution center occupying approximately 110,000 of that square footage.

Item 3.  Legal Proceedings

There are no legal proceedings  against the Company which are expected to have a
material adverse effect upon the Company or its financial condition.

Item 4.  Submission of Matters to a Vote of Security Holders

None.

                                       10


<PAGE>



Executive Officers of the Registrant

The executive  officers of the Company who serve at the  discretion of the Board
of Directors are as follows:

Stuart C. Siegel, 54, is Chairman of the Board of Directors of the Company,  and
is Chief Executive Officer.

Donald  W.  Colbert,  47, is  President  and Chief  Operating  Officer  and is a
director of the Company.

Robert E. Knowles,  47, is Executive Vice President,  Chief  Financial  Officer,
Secretary and Treasurer. Mr. Knowles is a Certified Public Accountant.

Robert  J.  Taphorn,  51,  has  been  Executive  Vice  President  in  charge  of
merchandising and distribution since January 1994. Prior to January 1994, he was
a  National  Merchandise  Manager  in charge of home  fashions  for the  catalog
division of Sears,  Roebuck and Company  from April 1992 to July 1993.  Prior to
April 1992,  he was Senior Vice  president and General  Merchandise  Manager for
Emporium Weinstocks, a department store chain in California.

Harry S. Shendow, 63, is Senior Vice President--Merchandise.

Weldon J. Wirick, III, 46, is Senior Vice President--Operations.

                                       11


<PAGE>



                                     PART II

Item 5.  Market for the Registrant's Common Equity and Related Stockholder 
         Matters

Please see page 8 of the 1996 Annual  Report to  Shareholders  under the caption
"Price Ranges of Common Shares," which is incorporated herein by reference.

During the fiscal year ended  January 25, 1997,  the Company  contributed  7,937
shares  of  its  common  stock  to  the  S&K  Famous  Brands  Employees'  Profit
Sharing/Savings  Plan. The contribution was exempt from registration pursuant to
section 3 (a) 2 of the Securities Act of 1933, as amended, because the Plan does
not permit employee contributions to be invested in the Company's securities.

Item 6.  Selected Financial Data

Please see page 6 of the 1996 Annual  Report to  Shareholders  under the caption
"Five-Year Summary of Selected Financial Data," which is incorporated  herein by
reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Please  see  pages 7 - 8 of the 1996  Annual  Report to  Shareholders  under the
caption  "Management's  Discussion and Financial  Review," which is incorporated
herein by reference.

Item 8.  Financial Statements and Supplementary Data

Please see Part IV, Item 14 (a) 1., captioned "Financial Statements," for a list
of financial statements which are incorporated herein by reference from the 1996
Annual Report to Shareholders.

Please see page 12 of the 1996 Annual Report to  Shareholders  under the caption
"Quarterly   Financial  Data  (unaudited),"  which  is  incorporated  herein  by
reference.

Item 9.  Changes in and Disagreements with Accountants on Accounting and 
         Financial Disclosure

None.

                                       12


<PAGE>



                                    PART III

Item 10. Directors and Executive Officers of the Registrant

Please see pages 4 - 5 of the registrant's  definitive Proxy Statement under the
caption "Information Regarding Nominees",  for information concerning directors,
which is incorporated herein by reference.

Please see section entitled  "Executive Officers of the Registrant" in Part I of
this report for information concerning executive officers.

Item 11. Executive Compensation

Please see page 6 and page 10 of the  registrant's  definitive  Proxy  Statement
under  the  captions  "Executive   Compensation"  and  "Compensation   Committee
Interlocks  and  Insider   Participation,"  which  are  incorporated  herein  by
reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Please see pages 2 - 3 of the registrant's  definitive Proxy Statement under the
captions  "Security  Ownership  of  Certain  Beneficial  Owners"  and  "Security
Ownership of Management," which is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

Please see page 5 and pages 7 - 8 of the registrant's definitive Proxy Statement
under the captions "Certain  Relationships and Related  Transactions" and "Stock
Purchase Loan Plan" which are incorporated herein by reference.

                                       13


<PAGE>



                                     PART IV

Item 14.       Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      Documents filed as part of this report:

      1. Financial Statements:

         The following  financial  statements of S & K Famous  Brands,  Inc. and
         report of independent  accountants,  included in the registrant's  1996
         Annual Report to Shareholders are incorporated by reference in Item 8:
<TABLE>
<CAPTION>
                                                                                            Page in
                                                                                         Annual Report
<S> <C>
         Statements  of Income for the fiscal  years  ended  January  25,  1997,
         January 27, 1996 and January 28, 1995.                                                9

         Statements  of Changes  in  Shareholders'  Equity for the fiscal  years               9
         ended January 25, 1997, January 27, 1996 and January 28, 1995.
                                                                                               10
         Balance Sheets at January 25, 1997 and January 27, 1996.
                                                                                               11
         Statements  of Cash Flows for the fiscal years ended  January 25, 1997,
         January 27, 1996 and January 28, 1995.                                             12 - 15

         Notes to Financial Statements                                                         15

         Report of Independent Accountants

      2. Financial Statement Schedules:

         None.

      3. Exhibits required to be filed by Item 601 of Regulation S-K:

         See INDEX TO EXHIBITS

(b)   Reports  on Form 8-K  filed  during  the last  quarter  of the year  ended
      January 25, 1997.

         None.
</TABLE>



Except for the information  referred to in Items 5, 6, 7, 8 and 14(a) 1. hereof,
the 1996 Annual  Report to  Shareholders  for the fiscal year ended  January 25,
1997 shall not be deemed to be filed pursuant to the Securities  Exchange Act of
1934.

                                       14


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

                                                   S & K FAMOUS BRANDS, INC.

Date:  April 11, 1997                              /s/ Stuart C. Siegel
                                                 ------------------------------
                                                   STUART C. SIEGEL

                                                   Chairman of the Board and
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)

Date:  April 11, 1997                              /s/ Robert E. Knowles
                                                 ------------------------------
                                                   ROBERT E. KNOWLES

                                                   Executive Vice President,
                                                   Chief Financial Officer,
                                                   Secretary and Treasurer
                                                   (Principal Financial Officer)

Date:  April 11, 1997                              /s/ Janet L. Jorgensen
                                                 ------------------------------
                                                   JANET L. JORGENSEN

                                                   Vice President - Controller
                                                   (Principal Accounting
                                                   Officer)

                                                        15


<PAGE>



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.
<TABLE>
<S> <C>
Date:  April 11, 1997                              /s/ Stuart C. Siegel
                                                 ------------------------------
                                                   STUART C. SIEGEL, Chairman of the Board of Directors

Date:  April 11, 1997                              /s/ Robert L. Burrus, Jr.
                                                 ------------------------------
                                                   ROBERT L. BURRUS, JR., Director

Date:  April 11, 1997                              /s/ Donald W. Colbert
                                                 ------------------------------
                                                   DONALD W. COLBERT, President and Chief Operating
                                                   Officer, Director

Date:  April 11, 1997                              /s/ Selwyn S. Herson
                                                 ------------------------------
                                                   SELWYN S. HERSON, Director

Date:  April 11, 1997                              /s/ Andrew M. Lewis
                                                 ------------------------------
                                                   ANDREW M. LEWIS, Director

Date:  April  11, 1997                             /s/ Steven A. Markel
                                                 ------------------------------
                                                   STEVEN A. MARKEL, Director

Date:  April  11, 1997                             /s/ Troy A. Peery
                                                 ------------------------------
                                                   TROY A. PEERY, Director

Date:  April 11, 1997                              /s/ Marshall B. Wishnack
                                                 ------------------------------
                                                   MARSHALL B. WISHNACK, Director
</TABLE>

                                                        16


<PAGE>



INDEX TO EXHIBITS

Exhibit No.

(3)      Articles of incorporation and bylaws

         a.       Registrant's  Amended and Restated  Articles of Incorporation,
                  filed as Exhibit 3(a) to registrant's  Registration  Statement
                  on Form S-1, No. 2-85291, are expressly incorporated herein by
                  this reference.

         b.       Registrant's Articles of Amendment to its Amended and Restated
                  Articles   of   Incorporation,   filed  as  Exhibit   4(b)  to
                  registrant's   Registration   Statement   on  Form   S-8  (No.
                  33-23918),   are   expressly   incorporated   herein  by  this
                  reference.

         c.       Registrant's Articles of Amendment to its Amended and Restated
                  Articles  of  Incorporation,  filed  as  Exhibit  3(c)  to the
                  registrant's  Form 10-K for the year ended  January 29,  1994,
                  are expressly incorporated herein by this reference.

         d.       Bylaws of registrant as amended,  filed as Exhibit 3(b) to the
                  registrant's  Form 10-K for the year ended  January  25,  1986
                  (File  #0-11682),  are expressly  incorporated  herein by this
                  reference.

         e.       Amendments to registrant's Bylaws, filed as Exhibit 4.5 to the
                  registrant's   Registration   Statement   on  Form   S-8  (No.
                  33-72270),   are   expressly   incorporated   herein  by  this
                  reference.

(4)      Instruments defining the rights of security holders, including
         indentures.

         a.       Credit  Agreement  dated as of August 31,  1990,  between  the
                  registrant and Signet Bank/Virginia,  filed as Exhibit 4(a) to
                  the registrant's Quarterly Report on Form 10-Q for the quarter
                  ended  October 27, 1990, is expressly  incorporated  herein by
                  this reference.

         b.       Bond Purchase  Agreement and Agreement of Sale dated  December
                  1, 1983, by and among  registrant and  Industrial  Development
                  Authority  of  the  County  of  Henrico,   Virginia,  Bank  of
                  Virginia, and Bank of Virginia Trust Company, filed as Exhibit
                  2(d) to  registrant's  Form 8-A  Registration  Statement (File
                  #0-11682), is incorporated herein by this reference.

         c.       First  Amendment to Bond  Purchase  Agreement and Agreement of
                  Sale  dated  November  1,  1984,  by  and  among   registrant,
                  Industrial  Development  Authority  of the County of  Henrico,
                  Virginia,  and United Virginia Bank (now Crestar Bank),  filed
                  as Exhibit  19 to the  registrant's  Quarterly  Report on Form
                  10-Q for the quarter  ended October 27, 1984 (File #0- 11682),
                  is expressly incorporated herein by this reference.

         d.       Credit  Agreement  dated as of March  10,  1994,  between  the
                  registrant  and  Crestar  Bank,  filed as Exhibit  4(d) to the
                  registrant's Form 10-K for the year ended January 29, 1994, is
                  expressly incorporated herein by this reference.

         e.       First  Amendment  to  Credit  Agreement  dated as of March 10,
                  1994, between the registrant and Signet  Bank/Virginia,  filed
                  as  Exhibit  4(e) to the  registrant's  Form 10-K for the year
                  ended  January 29, 1994, is expressly  incorporated  herein by
                  this reference.

                                       17


<PAGE>



         f.       Extension  letter dated July 30, 1996, to the Credit Agreement
                  dated as of March 10, 1994, between the registrant and Crestar
                  Bank,  filed as  Exhibit 4 (a) to the  registrant's  Quarterly
                  Report on Form 10-Q for the quarter  ended July 27,  1996,  is
                  expressly incorporated herein by this reference.

         g.       Second  Amendment  to Credit  Agreement  dated July 15,  1996,
                  between  registrant  and Signet Bank filed as Exhibit 4 (b) to
                  the registrant's Quarterly Report on Form 10-Q for the quarter
                  ended July 27, 1996, is expressly  incorporated herein by this
                  reference.

(10)     Material Contracts

         a.       Lease dated November 7, 1980, between registrant and Stuart C.
                  Siegel and  amendment  dated  July 1,  1983,  filed as Exhibit
                  10(e) to registrant's  Form S-1  Registration  Statement (File
                  #2-85291)  and as Exhibit  (10)(e)(1)  to  Amendment  No. 1 to
                  registrant's   Registration   Statement   on  Form  S-1  (File
                  #2-85291),  respectively, are expressly incorporated herein by
                  reference.

     *   b.       Deferred  compensation  agreements  dated  February  1,  1988,
                  between   registrant   and  the  following   officers  of  the
                  registrant:  Stuart C. Siegel,  Donald W.  Colbert,  Robert E.
                  Knowles, Harry S. Shendow, Weldon J. Wirick, III, and James D.
                  Moore,  Jr. filed as Exhibit 19(a) to  registrant's  Quarterly
                  Report on Form 10-Q for the quarter ended April 30, 1988 (File
                  #0-11682), is expressly incorporated herein by this reference.

     *            c. 1983 Stock Option Plan as amended on May 28, 1987, filed as
                  Exhibit 10(c) to  registrant's  Annual Report on Form 10-K for
                  the year ended January 30, 1988 (File #0-11682),  is expressly
                  incorporated herein by this reference.

     *            d.  Executive  Split Dollar Life  Insurance Plan and Executive
                  Split  Dollar  Life  Insurance  Agreement,  dated May 1, 1990,
                  between  registrant  and Stuart C.  Siegel  with a schedule of
                  other  participants  and their  respective  coverage  amounts,
                  filed as Exhibit 10(e) to  registrant's  Annual Report on Form
                  10-K for the year ended January 30, 1993 (File #0- 11682),  is
                  expressly incorporated herein by this reference.

     *            e. 1991 Stock Option Plan, filed as Exhibit 19 to registrant's
                  Quarterly  Report on Form 10-Q for the quarter  ended July 27,
                  1991 (File #0-11682), is expressly incorporated herein by this
                  reference.

     *            f. Amendment to 1991 Stock Option Plan, filed as Exhibit 19 to
                  registrant's  Quarterly  Report on Form  10-Q for the  quarter
                  ended May 1, 1993 (File #0-11682),  is expressly  incorporated
                  herein by this reference.

     *            g.  Stock  Purchase  Loan  Plan  filed  as  Exhibit  A to  the
                  registrant's definitive proxy statement for the Annual Meeting
                  of  Shareholders  held  on May 25,  1995  (file  #0-11682)  is
                  incorporated herein by this reference.

(13)     Annual report to security holders, Form 10-Q or quarterly report to 
         security holders

         a.       Registrant's  1996 Annual Report to its  Shareholders  for the
                  fiscal year ended January 25, 1997.

(23)     Consents of Experts and Counsel

         a.       Consent of Independent Accountants

(27)     Financial Data Schedule

*    Management  contract or  compensatory  plan or  arrangement  of the Company
     required to be filed as an exhibit.

                                       18