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 31, 1998

                                       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  8,  1998,  was
       approximately $27,802,000.

       This figure was calculated by multiplying  (i) the mean between
       the high and low prices for the  registrant's  common  stock on
       April 8, 1998, as reported by The Nasdaq Stock 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  8,  1998,  5,050,728  shares  of the  registrant's
       Common Stock, $0.50 par value were outstanding.

Documents Incorporated by Reference

The portions of the 1997 Annual Report to Shareholders for the fiscal year ended
January 31, 1998,  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  28,  1998,  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 31 years.  The
Company  began  operations  with one store and as of March 30, 1998 operates 210
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  31,  1998  ("fiscal  1998"),  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 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.  As of March 30,  1998 there are 210  stores in 25  states:  Virginia,
Alabama,  Arkansas,   Florida,  Georgia,  Illinois,   Indiana,  Iowa,  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 three  locations,  all of the S&K stores are
located either in strip shopping centers or enclosed shopping malls.

During  fiscal  1998,  the Company  opened 26 new S&K stores,  totaling  118,620
square feet, in the following localities:

Arkansas:          North Little Rock (1)
Florida:           Tallahassee, Tampa
Georgia:           Lake Park (1), Savannah (1)
Indiana:           Carmel, Lafayette, Muncie
Michigan:          Grand Rapids (1), Jackson, Okemos (E. Lansing)
North Carolina:    Charlotte  (Independence  Boulevard (1) and University Park),
                   Hickory, Rocky Mount, Wilmington (1)
Ohio:              Columbus
Oklahoma:          Tulsa
Pennsylvania:      Reading, York
South Carolina:    Columbia (1), Myrtle Beach
Tennessee:         Memphis
Virginia:          Fredericksburg, Virginia Beach (1)
West Virginia:     Martinsburg

(1) These new stores were relocated from previous  locations  which were closed:
North Little Rock (4,500 sq. ft.),  Lake Park (3,000 sq. ft.),  Savannah  (4,800
sq. ft.), Grand Rapids (3,450 sq. ft.),  Charlotte  (3,600 sq. ft.),  Wilmington
(4,069 sq. ft.), Columbia (3,814 sq. ft.), and Virginia Beach (3,500 sq. ft.).

                                        3

<PAGE>



In fiscal 1998, the Company closed and relocated eight stores.  The Company also
closed the Beaufont Mall store (3,600 square feet) in Richmond,  Virginia  which
was at the end of the lease term,  since it was not meeting the Company's  sales
and profitability expectations.

The  following  table  summarizes  information  concerning  store  openings  and
closings during the fiscal years presented:
<TABLE>
<CAPTION>
<S> <C>
                                                                  Fiscal Year Ended
Stores:                                 1/31/98         1/25/97         1/27/96       1/28/95       1/29/94
-------                                 -------         -------         -------       -------       -------
Open at beginning of year                       194             184            172           154           127
Closed during year                                9               8              9             4             1
Opened during year                               26              18             21            22            28
                                     --------------  --------------  -------------  ------------  ------------
Open at end of year                             211             194            184           172           154
                                     ==============  ==============  =============  ============  ============
Relocations                                       8               2              0             3             3
</TABLE>

Average  sales per  selling  square foot for the stores  included in  comparable
store sales  statistics  were:$226,  $218,  $215,  $212, and $217, in the fiscal
years ended 1998 through 1994, 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.
New stores opened in existing markets may negatively impact existing store sales
while  increasing  total market  sales.  The number of stores opened in existing
markets in fiscal years 1998,  1997, 1996 and 1995, were 26, eight,  eight,  and
six, 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, shoes 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 and 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 1999.

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

The Company purchases branded  merchandise  directly from a number of nationally
recognized manufacturers that produce labels such as Bill Blass, Jones New York,
Daniel Hechter,  Andrew Fezza, Pierre Cardin, Evan Picone, Nino Cerruti and Polo
by Ralph Lauren.  These  purchases  consist  primarily of  merchandise  produced
specifically  from  orders  placed  by S&K  well in  advance  of  manufacturers'
production cycles allowing them to purchase fabrics  advantageously and schedule
production  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's
Roberto Villini label (first introduced in 1996) is carried on suits, sportcoats
and dress slacks  tailored in Italy from some of the finest Italian  fabrics and
is imported exclusively for S&K. The Roberto Villini label has been expanded and
is now included on shirts,  ties and sportswear  which  complement  this fashion
line.  The  Company's  Johnny Bench label was  developed to appeal to mainstream
America  and  currently  includes  suits,  sportcoats  and  slacks.  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  160 vendors.  Except for one
vendor who accounted for approximately  16%, no other vendor exceeded 10% of the
Company's  purchases in fiscal  1998.  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).  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  their  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, in-
district  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
which are 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 the following  features:  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  has worked with a POS systems  provider  to develop  and  customize  an
enhanced POS store system, and had 26 stores operating on this system at January
31,  1998.  This new POS  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 manpower  scheduling.  The Company  continues to closely monitor
the results in these stores and works closely with the vendor to further enhance
the  software.  The Company  expects to convert  approximately  eighty to ninety
stores in 1998.  The total  project is estimated to require a capital  outlay of
approximately $2.0 million and is expected to be completed in 1999.

                                        6

<PAGE>




In fiscal 1998 the Company formalized a plan designed to provide that all of its
computer  systems  will be Year 2000  compliant in advance of December 31, 1999.
The Vice President - Management  Information  Systems  updates the Company's MIS
Steering  Committee monthly on the progress made. The Company believes that this
plan  encompasses  all computer  applications  used in internal  operations  and
currently expects the cost of required  modifications to existing software to be
approximately $100,000.

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.  These  store  sites  could  be in  regional  shopping  malls or strip
shopping centers  generally  located near a regional mall, or in outlet centers.
With  respect  to store  sites in  these  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  value-  conscious  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  formats:  approximately  51% of the stores are
considered to be traditional  stores,  29% are outlets and 20% are  superstores.
The 3,900 square foot  traditional  S&K store provides a specialty store setting
and is generally  located in or 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 4,500-6,500 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. -
formal shop,  Italian shop, Big & Tall 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.


                                        7

<PAGE>




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,  which may result in prices matching
or less than those regularly offered by the Company.

Employees
As of January 31, 1998, the Company had approximately 1,725 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.

Information Regarding Forward-Looking Statements
The  provisions  of the Private  Securities  Litigation  Reform Act of 1995 (the
"Act")  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 "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 1999 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 competitors
                  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  facilities  to
                  support development of retail stores;

         (d)      changes in the availability of 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.

                                        8

<PAGE>



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.











                                        9

<PAGE>



Item 2.  Properties

As of March 30, 1998 all but one of the  Company's  210 stores are  leased.  The
Company  owns a  superstore  which it built and opened in March  1998.  With the
exception  of three  locations,  all the  stores are  located in strip  shopping
centers,  enclosed malls,  or outlet  centers.  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 4,500 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  nine S&K stores in fiscal  1998 (all but one  closure  were
relocations):  Richmond (Beaufont Mall) and Virginia Beach, Virginia;  Columbia,
South Carolina;  Wilmington and Charlotte,  North  Carolina;  North Little Rock,
Arkansas; Savannah and Lake Park, Georgia; and Grand Rapids, Michigan.

As of March  30,  1998,  the  Company  operated  210  stores in 25  states.  The
following  summary  recaps the number of current  locations by state.  

                                                               Number of stores
                                                               ----------------
         Virginia  ........................................          26
         Alabama ..........................................          10
         Arkansas  ........................................           4
         Florida  .........................................          19
         Georgia   ........................................           9
         Illinois  ........................................           6
         Indiana  .........................................          12
         Iowa  ............................................           1
         Kentucky  ........................................           2
         Louisiana  .......................................           6
         Maine  ...........................................           2
         Michigan  ........................................          12
         Mississippi  .....................................           1
         Missouri .........................................           2
         New Jersey  ......................................           1
         New York  ........................................          16
         North Carolina  ..................................          23
         Ohio  ............................................          11
         Oklahoma  ........................................           3
         Pennsylvania  ....................................           9
         South Carolina  ..................................          10
         Tennessee   ......................................          14
         Texas  ...........................................           5
         West Virginia  ...................................           3
         Wisconsin  .......................................           3
                                                                  -----
         Total  ...........................................         210



                                       10

<PAGE>



Store  leases  generally  provide for an annual  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.


                                       11

<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, 55, is Chairman of the Board of Directors of the Company,  and
is Chief Executive Officer.

Donald  W.  Colbert,  48, is  President  and Chief  Operating  Officer  and is a
director of the Company.

Robert E. Knowles,  48, is Executive Vice President,  Chief  Financial  Officer,
Secretary and Treasurer. Mr. Knowles is a Certified Public Accountant.

Robert  J.  Taphorn,  52,  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.

Harry S. Shendow, 64, is Senior Vice President--Merchandise.

Weldon J. Wirick, III, 47, is Senior Vice President--Operations.


                                       12

<PAGE>



                                     PART II

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

Please see page 8 of the 1997 Annual  Report to  Shareholders  under the caption
"Price Ranges of Common Shares," which is incorporated herein by reference.

During the fiscal year ended  January 31, 1998,  the Company  contributed  5,137
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 1997 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 1997  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 1997
Annual Report to Shareholders.

Please see page 12 of the 1997 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.




                                       13

<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  pages  6 - 7 and  page  10 of  the  registrant's  definitive  Proxy
Statement  under  the  captions   "Executive   Compensation"  and  "Compensation
Committee Interlocks and Insider  Participation," and page 5 of the registrant's
definitive Proxy Statement under the caption  "Directors'  Compensation",  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.



                                       14

<PAGE>



                                     PART IV

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

(a)      Documents filed as part of this report:

                                                                      Page in
                                                                   Annual Report
      1. Financial Statements:                                     -------------
         The following financial  statements of S&K Famous Brands,
         Inc. and report of independent  accountants,  included in
         the  registrant's  1997 Annual Report to Shareholders are
         incorporated by reference in Item 8:

         Statements  of Income for the fiscal years ended  January
         31, 1998, January 25, 1997 and January 27, 1996.                9

         Statements  of  Changes in  Shareholders'  Equity for the
         fiscal years ended January 31, 1998, January 25, 1997 and
         January 27, 1996.                                               9

         Balance Sheets at January 31, 1998 and January 25, 1997.       10

         Statements  of Cash  Flows  for the  fiscal  years  ended
         January 31, 1998, January 25, 1997 and January 27, 1996.       11

         Notes to Financial Statements                               12 - 15

         Report of Independent Accountants                              15

      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 31, 1998.

         None.

Except for the information  referred to in Items 5, 6, 7, 8 and 14(a) 1. hereof,
the 1997 Annual  Report to  Shareholders  for the fiscal year ended  January 31,
1998 shall not be deemed to be filed pursuant to the Securities  Exchange Act of
1934.


                                       15

<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 10, 1998              /s/ Stuart C. Siegel
                                   --------------------------------------------
                                   STUART C. SIEGEL
                                   Chairman  of the Board  and  Chief  Executive
                                   Officer (Principal Executive Officer)



Date:  April 10, 1998               /s/ Robert E. Knowles
                                   --------------------------------------------
                                   ROBERT E. KNOWLES
                                   Executive  Vice  President,  Chief  Financial
                                   Officer,  Secretary and Treasurer  (Principal
                                   Financial Officer)



Date:  April 10, 1998              /s/ Janet L. Jorgensen
                                   --------------------------------------------
                                   JANET L. JORGENSEN
                                   Vice   President  -   Controller   (Principal
                                   Accounting Officer)


                                       16

<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.





Date:  April 10, 1998              /s/ Stuart C. Siegel
                                   --------------------------------------------
                                   STUART C.  SIEGEL,  Chairman  of the Board of
                                   Directors



Date:  April 10, 1998              /s/ Robert L. Burrus, Jr.
                                   --------------------------------------------
                                   ROBERT L. BURRUS, JR., Director



Date:  April 10, 1998              /s/ Donald W. Colbert
                                   --------------------------------------------
                                   DONALD  W.   COLBERT,   President  and  Chief
                                   Operating Officer, Director



Date:  April 10, 1998              /s/ Selwyn S. Herson
                                   --------------------------------------------
                                   SELWYN S. HERSON, Director



Date:  April 10, 1998              /s/ Andrew M. Lewis
                                   --------------------------------------------
                                   ANDREW M. LEWIS, Director



Date:  April 10, 1998              /s/ Steven A. Markel
                                   --------------------------------------------
                                   STEVEN A. MARKEL, Director



Date:  April 10, 1998              /s/ Troy A. Peery, Jr.
                                   --------------------------------------------
                                   TROY A. PEERY, JR., Director



Date:  April 10, 1998              /s/ Marshall B. Wishnack
                                   --------------------------------------------
                                   MARSHALL B. WISHNACK, Director

                                       17

<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.     Amended and Restated  Credit  Agreement  dated as of May 31, 1997,
              between the registrant and Signet  Bank/Virginia  (now First Union
              Bank), filed as Exhibit 4(b) to the registrant's  Quarterly Report
              on Form 10-Q for the quarter  ended July 26,  1997,  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.     Amendment to Credit  Agreement  dated April 30, 1997,  between the
              registrant   and  Crestar  Bank  filed  as  Exhibit  4(a)  to  the
              registrant's  Form 10-Q for the quarter  ended July 26,  1997,  is
              expressly incorporated herein by this reference.


                                       18

<PAGE>



(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.     Amendment to 1991 Stock Option Plan.

   *   h.     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 1997 Annual Report to its Shareholders for the fiscal
              year ended January 31, 1998.

(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.


                                       19