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 30, 1999

                                       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 7, 1999, was approximately $14,622,000.

         This figure was calculated by multiplying (i) the mean between the high
         and low prices for the registrant's common stock on April 7, 1999, 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 7, 1999, 4,798,845 shares of the registrant's Common Stock,
         $0.50 par value were outstanding.

Documents Incorporated by Reference

The portions of the 1998 Annual Report to Shareholders for the fiscal year ended
January 30, 1999, 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 19, 1999, referred to in Part III, are
incorporated by reference into Part III.



<PAGE>


                                     PART I.

Item 1. Business

        (a)    General Development of Business

S&K Famous Brands, Inc. (the "Company") has been in business for 32 years. The
Company began operations with one store and as of April 7, 1999 operates 234
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 30, 1999 ("fiscal 1999"), see "Narrative
Description of Business."

        (b)    Financial Information about Industry Segments

The Company operates in one segment, 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.

As of April 7, 1999 there are 234 stores in 27 states: Virginia, Alabama,
Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Maine, Maryland, 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, enclosed shopping malls or
outlet centers.

During fiscal 1999, the Company opened 30 new S&K stores, totaling approximately
121,000 square feet, in the following localities:

Alabama:              Foley
Illinois:             Decatur, Moline, Tuscola
Iowa:                 Davenport
Kansas:               Topeka
Kentucky:             Lexington, Louisville
Maryland:             Hagerstown
Michigan:             Auburn Hills, Kalamazoo, Saginaw
Missouri:             Joplin
New York:             Waterloo
Ohio:                 Columbus(1), Medina
Pennsylvania:         Wilkes-Barre
South Carolina:       Anderson,  Gaffney,  Hilton Head, Spartanburg (1)
Tennessee:            Johnson City, Knoxille
Texas:                Austin (2 stores), Ft. Worth, Tyler
Virginia:             Richmond
Wisconsin:            Johnson Creek, Madison

(1) These new stores were relocated from previous locations which were closed:
    Columbus (3,873 sq. ft.) and Spartanburg (3,600 sq. ft.).


<PAGE>

In fiscal 1999, the Company closed and relocated two stores. The Company also
closed the following six stores, totaling approximately 20,000 square feet,
which were at the end of their lease term as they were not meeting the Company's
sales and profitability expectations: Williamsburg, Iowa (2,900 sq. ft.),
Lawrence, Kansas (3,000 sq. ft.), Slidell, Louisiana (3,600 sq. ft.), Traverse
City, Michigan (3,835 sq. ft.), Colonie, New York (3,734 sq. ft.) and Hilton
Head, South Carolina (3,000 sq. ft.).

The following table summarizes information concerning store openings and
closings during the fiscal years presented:

<TABLE>
<CAPTION>


                                     -------------------------------------------------------
                                                         Fiscal Year Ended
        ------------------------------------------------------------------------------------
        Stores:                        1/30/99     1/31/98    1/25/97    1/27/96   1/28/95
          <S>                           <C>          <C>          <C>      <C>         <C>

        ------------------------------------------------------------------------------------
        Open at beginning of year            211         194        184       172       154
        Closed during year                     8           9          8         9         4
        Opened during year                    30          26         18        21        22
        ------------------------------------------------------------------------------------
        Open at end of year                  233         211        194       184       172
                                     =======================================================
        Relocations                            2           8          2         0         3
        ------------------------------------------------------------------------------------

</TABLE>


During fiscal 2000, the Company plans to open 25 new stores and close 15
under-performing locations. As of April 7, 1999, the Company has opened five new
stores (Wichita, Kansas (2 stores); Columbia, South Carolina; and Appleton and
Green Bay, Wisconsin) and closed four under-performing stores (Monroe and Port
Huron, Michigan; Stroud, Oklahoma and Somerset, Pennsylvania).

Average sales per selling square foot for the stores included in comparable
store sales statistics were: $218, $226, $218, $215 and $212, in the fiscal
years ended 1999 through 1995, 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 were 16, 26, 8, 8 and 6, in fiscal years ended 1999 through 1995,
respectively.

Merchandise and Marketing
The merchandise offered in the Company's stores features 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 offers a
custom-order program for the hard-to-fit customer with an emphasis toward the
"Big & Tall" market. The Company's "Corporate Casual" collection is sportcoat
driven, with a coordinating slack and sportswear focus, and 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 Premier Club
for those customers who shop with the Company on a repeat basis. Members of the
Premier Club receive periodic mailings throughout the year which usually contain
special promotional opportunities, as well as free alterations for the life of
garments purchased.

<PAGE>

During fiscal 1999, the Company began offering the S&K Premier Charge Card as
another payment option and believes this also enhances our customer service. S&K
Premier Charge Card sales are conducted through an independent financial
institution on a non-recourse basis to the Company. Customers pay no annual fee
and may be eligible for special financing arrangements. Additionally, this
program allows S&K to communicate regularly with S&K Premier Charge Card
customers via their monthly statement.

S&K uses television as its primary advertising medium. Television may be
occasionally supplemented by newspaper for certain promotions or special events
such as holiday sales or grand openings. The Company uses direct mail for
Premier Club promotions and prospective customer mailings. The direct mail
programs allow the Company to target Premier 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. Baseball Hall of Famer, Johnny Bench, is an
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 2000.

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, Roberto Villini, Johnny Bench, Kilburne & Finch, Deansgate, 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 Roberto Villini label is carried on suits, sportcoats and
dress slacks tailored in Italy from some of the finest Italian fabrics and
imported exclusively for S&K, as well as on complementing shirts and ties. The
Company's Johnny Bench label was developed to appeal to mainstream America and
currently includes suits, sportcoats and slacks. The Kilburne & Finch label is
carried on the Company's opening price point, single-breasted 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 175 vendors. Except for one
vendor who accounted for approximately 18%, no other vendor exceeded 10% of the
Company's purchases in fiscal 1999. 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.

<PAGE>



S&K has a basic item replenishment program with certain 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 300 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.

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/S&K Premier Charge Card). 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 on average twice 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 audit 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. As of
January 30, 1999, approximately 40% of the stores were using a new customized
POS system which 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 the balance of its stores to this system by
November 1999. The total project is estimated to require a capital outlay of
approximately $2.0 million.


<PAGE>

In fiscal 1998, the Company formalized a plan designed to ensure 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. This plan incorporates the
Company's mainframe hardware and back office systems, personal computers,
point-of-sale equipment, distribution center systems, phone and security systems
and other non-critical applications. Required internal modifications have been
tested and installation completed in fiscal 1999 at a cost of less than
$100,000. The Company is currently in the process of evaluating business partner
surveys which address their Year 2000 readiness. If it is determined that a
significant vendor will not be Year 2000 ready, the Company will develop
appropriate contingency plans which could include alternative suppliers, as well
as establishing back-up processes.

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.
In selecting an appropriate store site, the Company considers the principal
anchor stores, tenant mix and the positioning of the Company's site within that
center or mall.

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 50% of the stores are
considered to be traditional stores, 27% are outlets and 23% 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 attractively
display 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 45-50% of its net earnings for a fiscal year.



<PAGE>

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

Employees
As of January 30, 1999, the Company had approximately 1,945 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 2000 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)    uncertainties associated with the Year 2000 issue, including the
               possibility that failures may occur in the Company's systems and
               those of its vendors.;

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

        (f)    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;

        (g)    changes in availability of or access to both domestic and foreign
               sources of merchandise inventory at acceptable costs;

<PAGE>


        (h)    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;

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

        (j)    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.




<PAGE>



Item 2.  Properties

As of April 7, 1999 all but one of the Company's 234 stores are leased. The
Company owns one superstore which 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 eight S&K stores in fiscal 1999 (two of which were
relocations): Williamsburg, Iowa; Lawrence, Kansas; Slidell, Louisiana; Traverse
City, Michigan; Colonie, New York; Columbus, Ohio; and Hilton Head and
Spartanburg, South Carolina.

As of April 7, 1999,  the Company  operated 234 stores in 27 states.  The
following  chart shows the number of current locations by state.

                                                         Number of stores
        Virginia  ........................................        26
        Alabama ..........................................        11
        Arkansas  ........................................         4
        Florida  .........................................        19
        Georgia   ........................................         9
        Illinois  ........................................         9
        Indiana  .........................................        12
        Iowa  ............................................         2
        Kansas............................................         3
        Kentucky  ........................................         4
        Louisiana  .......................................         5
        Maryland..........................................         1
        Maine  ...........................................         2
        Michigan  ........................................        12
        Mississippi  .....................................         1
        Missouri .........................................         3
        New Jersey  ......................................         1
        New York  ........................................        16
        North Carolina  ..................................        23
        Ohio  ............................................        12
        Oklahoma  ........................................         2
        Pennsylvania  ....................................         9
        South Carolina  ..................................        13
        Tennessee   ......................................        16
        Texas  ...........................................         9
        West Virginia  ...................................         3
        Wisconsin  .......................................         7
                                                               -----
        Total  ...........................................       234
                                                               =====

<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.



<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, 56, is Chairman of the Board of Directors of the Company, and
is Chief Executive Officer.

Donald W. Colbert, 49, is President and Chief Operating Officer and is a
director of the Company.

Robert E. Knowles, 49, is Executive Vice President, Chief Financial Officer,
Secretary and Treasurer. Mr. Knowles is a Certified Public Accountant.

Robert J. Taphorn, 53, is Executive Vice President in charge of merchandising
and distribution.

Weldon J. Wirick, III, 48, is Senior Vice President--Operations.



<PAGE>



                                     PART II

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

Please see page 15 of the 1998 Annual Report to Shareholders under the caption
"Price Ranges of Common Shares," which is incorporated herein by reference.

During the fiscal year ended January 30, 1999, the registrant contributed 4,885
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 registrant's securities.

Item 6.    Selected Financial Data

Please see page 6 of the 1998 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 1998 Annual Report to Shareholders under the
caption "Management's Discussion and Financial Review," which is incorporated
herein by reference.

Item 7(a). Quantitative and Qualitative Disclosures About Market Risk

Please see page 8 of the 1998 Annual Report to Shareholders under the caption
"Interest Rate Risk," 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 1998
Annual Report to Shareholders.

Please see page 12 of the 1998 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.





<PAGE>



                                    PART III


Item 10.   Directors and Executive Officers of the Registrant

Please see page 3 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 5-6 and page 10 of the registrant's definitive Proxy Statement
under the captions "Executive Compensation" and "Compensation Committee
Interlocks and Insider Participation," and page 4 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 1-2 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 pages 3-4 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.




<PAGE>
<TABLE>
                                     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
                                                                                   -------------
<S> <C>
               1.  Financial Statements:
                   The following financial statements of S&K Famous Brands, Inc.
                   and report of independent accountants, included in the
                   registrant's 1998 Annual Report to Shareholders are
                   incorporated by reference in Item 8:

                   Statements of Income for the fiscal years ended January 30,
                   1999, January 31, 1998 and January 25, 1997.                           9

                   Statements of Changes in Shareholders' Equity for the fiscal
                   years ended January 30, 1999, January 31, 1998 and January
                   25, 1997.                                                              9

                   Balance Sheets at January 30, 1999 and January 31, 1998.              10

                   Statements of Cash Flows for the fiscal years ended January
                   30, 1999, January 31, 1998 and January 25, 1997.                      11

                   Notes to Financial Statements                                       12 - 15

                   Report of Independent Accountants                                     15
</TABLE>
               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 30, 1999.

                   A Current Report on Form 8-K dated November 30, 1998 was
                   filed with the Securities & Exchange Commission on December
                   1, 1998 to discuss under Item 5, the registrant's Stock
                   Buyback Program.

Except for the information referred to in Items 5, 6, 7, 7(a), 8 and 14(a) 1.
hereof, the 1998 Annual Report to Shareholders for the fiscal year ended January
30, 1999 shall not be deemed to be filed pursuant to the Securities Exchange Act
of 1934.



<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.
<TABLE>
<CAPTION>


<S>                           <C>




Date:  April 12, 1999         /s/ Stuart C. Siegel
                              -------------------------------------------------------------
                              STUART C. SIEGEL
                              Chairman of the Board and Chief Executive Officer
                              (Principal Executive Officer)



Date:  April 12, 1999         /s/ Robert E. Knowles
                              -------------------------------------------------------------
                              ROBERT E. KNOWLES
                              Executive Vice President, Chief Financial Officer, Secretary
                              and Treasurer (Principal Financial Officer)



Date:  April 12, 1999         /s/ Janet L. Jorgensen
                              -------------------------------------------------------------
                              JANET L. JORGENSEN
                              Vice President - Controller
                              (Principal Accounting Officer)
</TABLE>



<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>
<CAPTION>


<S>                           <C>


Date:  April 12, 1999         /s Stuart C. Siegel
                              -----------------------------------------------------------------
                              STUART C. SIEGEL, Chairman of the Board of Directors



Date:  April 12, 1999         /s/ Robert L. Burrus, Jr.
                              -----------------------------------------------------------------
                              ROBERT L. BURRUS, JR., Director



Date:  April 12, 1999         /s/ Donald W. Colbert
                              ------------------------------------------------------------------
                              DONALD W. COLBERT, President and Chief Operating Officer, Director



Date:  April 12, 1999         /s/ Selwyn S. Herson
                              ------------------------------------------------------------------
                              SELWYN S. HERSON, Director



Date:  April 12, 1999         /s/ Andrew M. Lewis
                              ------------------------------------------------------------------
                              ANDREW M. LEWIS, Director



Date:  April 12, 1999         /s/ Steven A. Markel
                              ------------------------------------------------------------------
                              STEVEN A. MARKEL, Director



Date:  April 12, 1999         /s/ Troy A. Peery, Jr.
                              ------------------------------------------------------------------
                              TROY A. PEERY, JR., Director



Date:  April 12, 1999         /s/ Marshall B. Wishnack
                              ------------------------------------------------------------------
                              MARSHALL B. WISHNACK, Director

</TABLE>

<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.



<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, 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), are 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), are 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, filed as Exhibit 10(g) to
               registrant's Annual Report on form 10-K for the year ended
               January 31, 1998 (file #0-11682), is expressly incorporated
               herein by this reference.

    *   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 expressly incorporated
               herein by this reference.

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

        a.     Registrant's 1998 Annual Report to its Shareholders for the
               fiscal year ended January 30, 1999.

(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.