Exhibit - 10.77


SEPARATION AGREEMENT AND GENERAL RELEASE


         THIS SEPARATION  AGREEMENT AND GENERAL RELEASE is made and entered into
by and between KEITH J.  REICHELDERFER  (hereinafter  referred to as "Employee")
and GOODY'S FAMILY CLOTHING, INC. (hereinafter referred to as "the Company").

                               STATEMENT OF FACTS

         Employee   desires  to  resign  from  the   Company  to  pursue   other
opportunities. Employee desires to accept the following agreements, and Employee
and the Company desire to settle fully and finally any  differences and disputes
between them, including,  but in no way limited to, any differences and disputes
that might arise, or have arisen, out of Employee's employment with the Company,
and the termination thereof.

                               STATEMENT OF TERMS

         In consideration of the premises and mutual promises herein  contained,
it is agreed as follows:

         Section 1.        Non-Admission of Liability.
                           --------------------------

         This Separation  Agreement and General Release (the "Agreement")  shall
not in any way be  construed  as an  admission  by the Company that it has acted
wrongfully  with respect to Employee or any other  person,  or that Employee has
any  rights  whatsoever  against  the  Company,  and  the  Company  specifically
disclaims  any  liability  to or  wrongful  acts  against  Employee or any other
person, on the part of itself, its employees or its agents.

         Section 2.        Termination of Employment.
                           -------------------------

         Employee  represents,  understands  and agrees that his employment with
the Company terminated on November 1, 1999 (the "Date of Termination").

         Section 3.        Return of Consideration.
                           -----------------------

         Employee understands that this Agreement is final and binding. Employee
agrees not to challenge its  enforceability.  If Employee  attempts to challenge
the enforceability of this Agreement,  he shall initially tender to the Company,
by  certified  funds  delivered  to the  Company,  all monies and other value he
receives pursuant to this Agreement, and shall invite the Company to retain such
monies and agree with him to cancel  this  Agreement.  In the event the  Company
accepts  this offer,  the Company  shall  retain such monies and this  Agreement
shall be  cancelled.  In the event the Company  does not accept such offer,  the
Company  shall  so  notify   Employee,   and  shall  place  such  monies  in  an
interest-bearing  escrow account pending resolution of the dispute as to whether
this Agreement shall be set aside and/or otherwise rendered unenforceable.

         Section 4.        Consideration.
                           -------------

     a.  Severance  Payment.  The  Company  agrees to pay  Employee a  severance
payment in the  ------------------  total gross  amount of One Hundred  Thousand
Dollars   ($100,000),   less  applicable  tax  withholding  and  other  standard
deductions.

     b. Bonus. The Employee waives any right he may have to assert a claim to be
paid a ----- Bonus,  as such term is defined in Section 5(b) of the  "Employment
Agreement" (as hereinafter defined).

     c. Vacation Pay. Except for six (6) days of accrued  vacation to be paid by
Company to -------------  Employee, the Employee waives any right he may have to
assert a claim to be paid for accrued vacation days.

         Section 5.        Cessation of Authority.
                           ----------------------

         Employee   understands  and  agrees  that  effective  on  the  Date  of
Termination,  he is  not  authorized  to  incur  any  expenses,  obligations  or
liabilities,  or to make any  commitments  on  behalf of the  Company.  Employee
agrees  to  submit  to the  Company  within  twenty  (20)  days from the Date of
Termination  any and all  expenses  incurred  by him  through  that  date.  Such
expenses shall be paid by the Company in accordance  with its existing  policies
and procedures.

         Section 6.        Return of Company Materials and Property.
                           ----------------------------------------

         Employee  understands  and agrees that he will turn over to the Company
on or before the Date of Termination all files, memoranda, records, credit cards
and other  documents,  physical or personal  property which he received from the
Company  and/or which he used in the course of his  employment  with the Company
and which are the  property of the  Company.  Employee  agrees,  represents  and
acknowledges that as a result of his employment with the Company,  he has had in
his custody,  possession and control  proprietary  documents,  data,  materials,
files and other similar items concerning proprietary  information of the Company
as described in the Employment  Agreement dated January 31, 1999 and attached as
Exhibit  "A" to  this  Agreement  (the  "Employment  Agreement"),  and  Employee
acknowledges,  warrants  and agrees that he has  returned all such items and any
copies or extras thereof and any other property,  files or documents obtained as
a result of his employment with the Company and he has held such  information in
trust and in  strict  confidence  and will  continue  to do so,  and that he has
complied and will comply with Section 12 of the Employment  Agreement  regarding
proprietary information.

         Section 7.        Employment Agreement; No Solicitation.
                           -------------------------------------

         Employee  understands  and  agrees  that the terms of Section 12 of the
Employment Agreement are fully enforceable and remain in full force and effect.



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         Section 8.        No Obligation.
                           -------------

         Employee agrees and understands that the consideration  described above
in Section  4.a.  is not  required by the  Company's  policies  and  procedures.
Employee  further  agrees and  understands  that his  entitlement to receive the
consideration  set  forth  above  is  conditioned  upon  his  execution  of this
Agreement  and his  compliance  with the terms of Section  12 of the  Employment
Agreement.

         Section 9.        Severability.
                           ------------

         The provisions of this  Agreement are severable,  and if any part of it
is found to be unenforceable,  the other paragraphs shall remain fully valid and
enforceable.  This Agreement shall survive the  termination of any  arrangements
contained herein.

         Section 10.       Consultation with an Attorney.

         The  Company  advises  Employee to consult  with an  attorney  prior to
executing this  Agreement.  Employee  agrees that he has had the  opportunity to
consult counsel if he chose to do so. Employee further  acknowledges that he has
had  ample  time  in  which  to  execute  this  Agreement,  and  that he has had
sufficient  time to read  and  consider  this  Agreement  before  executing  it.
Employee  acknowledges  that he is responsible  for any costs and fees resulting
from  his  attorney  reviewing  this  Agreement.  Employee  agrees  that  he has
carefully read this Agreement and understands  its contents,  that he signs this
Agreement  voluntarily,  with a full  understanding  of  its  significance,  and
intending to be bound by its terms.

         Section 11.       Right to Revoke.
                           ---------------

         Employee may revoke and cancel this  Agreement at any time within seven
(7) days  after each  party's  execution  of this  Agreement  by: (i)  providing
written  notice of revocation  to the Company and (ii)  returning to the Company
the  severance  payment paid by Company to Employee as specified in Section 4.a.
herein above. If Employee does so revoke,  this Agreement will be null and void.
This  Agreement  shall not become  effective  and  enforceable  until  after the
expiration of this seven (7) day  revocation  period;  after such time, if there
has been no revocation, the Agreement shall be fully effective and enforceable.

         Section 12.       Complete Release.
                           ----------------

         As a material  inducement to the Company to enter into this  Agreement,
Employee hereby irrevocably and  unconditionally  releases,  acquits and forever
discharges  the  Company  and  each  of  the  Company's  owners,   stockholders,
predecessors,  successors,  assigns,  agents,  directors,  officers,  employees,
representatives,   attorneys,   parent   companies,   divisions,   subsidiaries,
affiliates (and agents,  directors,  officers,  employees,  representatives  and
attorneys of such parent companies, divisions, subsidiaries and affiliates), and
all  persons  acting  by,  through,  under  or  in  concert  with  any  of  them
(collectively  "Releasees"),  or any of them,  from any and all, but not limited
to,  rights  arising out of alleged  violations  or  breaches of any  contracts,
express or implied,  or any tort,  or any legal  restrictions  on the  Company's
right to  terminate  employees,  or any  federal,  state  or other  governmental
statute, regulation, or ordinance,  including, without limitation: (1) Title VII
of the Civil  Rights Act of 1964,  as  amended by the Civil  Rights Act of 1991,
(race, color, religion, sex, and national origin discrimination);  (2) 42 U.S.C.
ss. 1981  (discrimination);  (3) the Americans with Disabilities Act (disability
discrimination);  (4) 29  U.S.C.  ss.ss.  621-624  (the  Age  Discrimination  in
Employment  Act); (5) 29 U.S.C.  ss.  206(d)(1) (equal pay); (6) Executive Order
11246 (race,  color,  religion,  sex and national  origin  discrimination);  (7)
Executive   Order   11141  (age   discrimination);   (8)   Section  503  of  the
Rehabilitation  Act  of  1973  (handicap  discrimination);  (9)  intentional  or
negligent infliction of emotional distress or "outrage";  (10) defamation;  (11)
interference  with  employment;  (12) wrongful  discharge;  and (13) invasion of
privacy,  which Employee now has, owns or holds, or claims to have, own or hold,
or which Employee at any time heretofore had, owned or held, or claimed to have,
owned  or  held,  against  each or any of the  Releasees  at any  time up to and
including the date of this Agreement.

         As a material  inducement to the Employee to enter into this Agreement,
the Company hereby irrevocably and unconditionally  releases acquits and forever
discharges  the  Employee  from  any  and  all  charges,   complaints,   claims,
liabilities, obligations, promises, agreements, controversies, damages, actions,
causes of action, suits, rights,  demands, costs, losses, debts, and expenses of
any nature whatsoever,  known or unknown,  suspected or unsuspected,  related to
Employee's  employment relation with the Company;  provided,  however,  that the
Company does not release the Employee from any claims related to a breach by the
Employee of his obligations hereunder.

         Section 13.       Indemnification.
                           ---------------

         As a further  material  inducement  to the  Company  to enter into this
Agreement,  Employee  hereby  agrees to  indemnify  and hold each and all of the
Releasees  harmless  from and  against  any and all  loss,  costs,  damages,  or
expenses, including, without limitation,  attorneys' fees incurred by Releasees,
or any of them,  arising  out of any  breach of this  Separation  Agreement  and
General Release by Employee or the fact that any  representation  made herein by
Employee was false when made.

         Section 14.       No Other Representations.
                           ------------------------

         Employee  represents and acknowledges that in executing this Separation
Agreement  and General  Release he does not rely,  and has not relied,  upon any
representation or statement not set forth herein made by any of the Releasees or
by any of the Releasees'  agents,  representatives,  or attorneys with regard to
the subject  matter,  basis or effect of this  Separation  Agreement and General
Release or otherwise.

         Section 15.       Sole and Entire Agreement.
                           -------------------------

         This  Agreement  sets forth the entire  agreement  between  the parties
hereto,  and supersedes any and all prior agreements or  understandings  between
the parties  pertaining  to the subject  matter  hereof  with the  exception  of
Section 12 of the Employment Agreement, which remains in effect to the extent it
is not inconsistent with this Separation Agreement and General Release.

         Employee  warrants  that  he  has  had  ample  time  to  consider  this
Agreement,  that he  understands  its  provisions,  and that he enters into this
Agreement voluntarily and after having the opportunity to receive the advice and
counsel of his attorney.


     PLEASE READ CAREFULLY.  THIS AGREEMENT  INCLUDES A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS.

         Executed at Knoxville, Tennessee this __19__ day of November, 1999.



Sworn to and subscribed                 __/s/ Keith J. Reichelderfer__________
                                           --------------------------
before me this _19__ day                        Keith J. Reichelderfer
                --
of November 1999.


__/s/ Benjamin E. Williams_____________
  ------------------------
         NOTARY PUBLIC


My Commission Expires: November 5, 2003

         [NOTARY SEAL]




         Executed at Knoxville, Tennessee this _19__ day of November, 1999.

                                                 GOODY'S FAMILY CLOTHING, INC.



                                                 By:      /s/ Hazel Ann Moxim


h:cbt\forms\sepagree.doc






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