UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                                    ----------------------

                                    FORM 10-Q

(Mark One)
 [ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
              SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended                May 2, 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 number        0-19526
                                      Goody's Family Clothing, Inc.
              (Exact name of registrant as specified in its charter)

         Tennessee                                     62-0793974
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification Number)
400 Goody's Lane,               Knoxville, Tennessee              37922
(Address of principal executive offices)                        (Zip Code)

                            (423) 966-2000
              (Registrant's telephone number, including area code)

         (Former name,  former  address and former fiscal year, if changed since
last report.)

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.
                         Common   Stock,   no  par  value,   16,687,740   shares
outstanding as of May 13, 1998.


<PAGE>




                          Goody's Family Clothing, Inc.
                               Index to Form 10-Q
                                   May 2, 1998



Part I - Financial Information:
         ---------------------

     Item 1 - Financial Statements

         Consolidated Statements of Operations.......................   3

         Consolidated Balance Sheets.................................   4

         Consolidated Statements of Cash Flows.......................   5

         Notes to Consolidated Financial Statements..................   6

         Independent Accountants' Review Report......................   7

     Item 2 - Management's Discussion and Analysis of Financial Condition and
                Results of Operations..............................   8-10

     Item 3 - Quantitative and Qualitative Disclosures about Market Risk.10


Part II - Other Information............................................. 11
          -----------------

     Item 1.  Legal Proceedings
     Item 2.  Changes in Securities and Use of Proceeds
     Item 3.  Defaults upon Senior Securities
     Item 4.  Submission of Matters to a Vote of Security Holders
     Item 5.  Other Information
     Item 6.  (a)  Exhibits
     Item 6.  (b)  Reports on Form 8-K


Signatures.............................................................  12


<PAGE>




PART 1 - FINANCIAL INFORMATION

--------------------------------------------------------------------------------

Item 1  -  Financial Statements

Goody's Family Clothing, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share amounts)
<TABLE>

                                                                                   ---------------------------------------
                                                                                            Thirteen Weeks Ended
                                                                                   ---------------------------------------
                                                                                      May 2, 1998          May 3, 1997
                                                                                   -------------------   -----------------
                                                                                      (unaudited)          (unaudited)

<S>                                                                                       <C>                   <C>
Sales                                                                                      $226,714              $190,057
Cost of sales and occupancy expenses                                                        158,794               135,080
                                                                                  -----------------     -----------------
     Gross profit                                                                            67,920                54,977

Selling, general and administrative expenses                                                 55,904                47,245
                                                                                  -----------------     -----------------
     Earnings from operations                                                                12,016                 7,732

Interest expense                                                                                 94                   125
Investment income                                                                               536                   486
                                                                                  -----------------     -----------------
     Earnings before income taxes                                                            12,458                 8,093

Provision for income taxes                                                                    4,690                 3,035
                                                                                  -----------------     -----------------

Net earnings                                                                                 $7,768                $5,058
                                                                                  =================     =================

Earnings per common share
     Basic                                                                                    $0.47                 $0.31
                                                                                  =================     =================
     Diluted                                                                                  $0.45                 $0.30
                                                                                  =================     =================

Weighted average common shares outstanding
     Basic                                                                                   16,582                16,173
                                                                                  =================     =================
     Diluted                                                                                 17,309                16,616
                                                                                  =================     =================


</TABLE>
















     See accompanying Notes to Consolidated Financial Statements and Independent
Accountants' Review Report.


<PAGE>



Goody's Family Clothing, Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in thousands)
<TABLE>

                                                                     May 2, 1998     January 31, 1998     May 3, 1997
                                                                     (unaudited)                          (unaudited)
<S>                                                                    <C>                 <C>               <C>

ASSETS
Current Assets
   Cash and cash equivalents                                                $47,941           $64,174            $29,579
   Investments                                                                    -             1,555              1,461
   Inventories                                                              184,609           151,667            142,315
   Accounts receivable and other current assets                              19,670            10,519             13,152
                                                                     --------------     -------------     --------------
        Total current assets                                                252,220           227,915            186,507
Property and equipment, net                                                  98,350            97,468             88,850
Other assets                                                                  3,032             2,933              3,445
                                                                     --------------     -------------     --------------
         Total assets                                                      $353,602          $328,316           $278,802
                                                                     ==============     =============     ==============


LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Accounts payable                                                        $121,401          $105,231            $95,477
   Accrued expenses                                                          42,402            42,194             36,546
   Income taxes payable                                                       4,366             6,674              4,063
   Current portion of long-term debt                                            263               263                239
                                                                     --------------     -------------     --------------
        Total current liabilities                                           168,432           154,362            136,325
Long-term debt                                                                  608               608                871
Other long-term liabilities                                                   3,151             3,023              2,621
Deferred income taxes                                                        10,362            10,266              9,552
                                                                     --------------     -------------     --------------
        Total liabilities                                                   182,553           168,259            149,369
                                                                     --------------     -------------     --------------

Commitments and Contingencies

Shareholders' Equity
  Preferred  stock,  par value $1.00 per share;  Authorized - 2,000,000  shares;
    issued and outstanding - none
  Class B Common stock, no par value;
    Authorized - 50,000,000 shares; issued and outstanding - none
  Common stock, no par value;
    Authorized - 50,000,000 shares
    Issued - 16,686,490, 16,551,858 and 16,421,982
      shares, respectively
    Outstanding - 16,486,490, 16,351,858 and 16,221,982
      shares, respectively                                                   29,532            28,199             27,016
  Paid-in capital                                                             6,612             4,721              3,508
  Retained earnings                                                         138,007           130,239            102,011
  Treasury stock, at cost - 200,000 shares                                   (3,102)          (3,102)             (3,102)
                                                                     --------------     ------------      --------------
       Total shareholders' equity                                           171,049           160,057            129,433
                                                                     --------------     -------------     --------------
       Total liabilities and shareholders' equity                          $353,602          $328,316           $278,802
                                                                     ==============     =============     ==============


</TABLE>


     See accompanying Notes to Consolidated Financial Statements and Independent
Accountants' Review Report.


<PAGE>



Goody's Family Clothing, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
                                                                                    ----------------------------------------
                                                                                             Thirteen Weeks Ended
                                                                                    ----------------------------------------
                                                                                       May 2, 1998           May 3, 1997
                                                                                    ------------------    ------------------
                                                                                       (unaudited)           (unaudited)
<S>                                                                                    <C>                      <C>

Cash Flows from Operating Activities:
Net earnings                                                                                 $7,768                $5,058
Adjustments to reconcile net earnings to net cash
  used in operating activities:
     Depreciation and amortization                                                            3,191                 2,614
     Net loss on asset disposals and write-down                                                 320                   141
     Changes in assets and liabilities:
         Inventories                                                                        (32,942)              (34,820)
         Accounts payable                                                                     8,902                17,187
         Income taxes                                                                        (6,281)               (3,792)
         Other assets & liabilities                                                          (4,226)                 (173)
                                                                                  ------------------    ------------------
             Cash used in operating activities                                              (23,268)              (13,785)
                                                                                  -----------------     -----------------

Cash Flows from Investing Activities:
     Acquisitions of property and equipment                                                  (4,419)               (2,654)
     Proceeds from sale of property and equipment                                                26                     4
                                                                                  -----------------     -----------------
           Cash used in investing activities                                                 (4,393)               (2,650)
                                                                                  -----------------     -----------------

Cash Flows from Financing Activities:
     Exercise of stock options and other                                                      3,224                  799
     Changes in cash management accounts                                                      8,204                 1,899
                                                                                  -----------------     -----------------
           Cash provided by financing activities                                             11,428                 2,698
                                                                                  -----------------     -----------------

Net decrease in cash and cash equivalents                                                   (16,233)              (13,737)
Cash and cash equivalents, beginning of period                                               64,174                43,316
                                                                                  -----------------     -----------------
Cash and cash equivalents, end of period                                                    $47,941               $29,579
                                                                                  =================     =================


Supplemental Disclosures:
    Interest payments                                                                           $72                   $89
    Income tax payments                                                                       8,608                 6,631







</TABLE>





     See accompanying Notes to Consolidated Financial Statements and Independent
Accountants' Review Report.



<PAGE>


Goody's Family Clothing, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)

(1)  Unaudited financial information

In  the  opinion  of  the  Company's  management,   the  accompanying  unaudited
consolidated   financial  statements  of  Goody's  Family  Clothing,   Inc.  and
subsidiaries (the "Company")  include all adjustments,  consisting  primarily of
normal and  recurring  adjustments,  necessary  for a fair  presentation  of the
Company's  financial  position,  results  of  operations  and cash flows for the
interim periods presented. Due to the seasonal nature of the Company's business,
the results of operations for the interim periods are not necessarily indicative
of the  results  that may be  achieved  for the  entire  year.  These  financial
statements should be read in conjunction with the audited consolidated financial
statements  and the notes thereto  contained in the Company's 1997 Annual Report
on Form 10-K.

 (2) Earnings per share

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 128,
"Earnings  per  Share"  as  required  in the  fourth  quarter  of  fiscal  1997.
Accordingly,  all previously reported earnings per share data have been restated
to conform to this new standard.  Weighted  average  diluted shares  outstanding
differs from weighted average basic shares  outstanding solely in respect of the
effect of dilutive stock options.

(3)   Reclassifications

Certain  reclassifications  have been made to the financial  statements of prior
periods to conform to the current period presentation.



<PAGE>






INDEPENDENT ACCOUNTANTS' REVIEW REPORT

Board of Directors and Shareholders
Goody's Family Clothing, Inc.
Knoxville, Tennessee

We have  reviewed the  accompanying  condensed  consolidated  balance  sheets of
Goody's Family Clothing, Inc. and subsidiaries as of May 2, 1998 and May 3, 1997
and the related  consolidated  statements of  operations  and cash flows for the
thirteen-weeks then ended. These financial  statements are the responsibility of
the Company's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial data and of making inquiries of persons  responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to such condensed  consolidated  financial  statements for them to be in
conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the consolidated balance sheet of Goody's Family Clothing,  Inc. and
subsidiaries as of January 31, 1998 and the related  consolidated  statements of
operations,  shareholders'  equity,  and cash flows for the year then ended (not
presented  herein);  and in our report  dated March 18,  1998,  we  expressed an
unqualified opinion on those consolidated financial statements.  In our opinion,
the information set forth in the  accompanying  condensed  consolidated  balance
sheet as of January 31, 1998 is fairly  stated,  in all  material  respects,  in
relation to the consolidated balance sheet from which it has been derived.


/s/ Deloitte & Touche LLP
Atlanta, Georgia
May 19, 1998





<PAGE>


     Item 2. - Management's  Discussion and Analysis of Financial  Condition and
Results of Operations

Forward-Looking Statements

This Quarterly  Report contains  certain  forward-looking  statements  which are
based upon current expectations,  plans and estimates and involve material risks
and uncertainties  including,  but not limited to, customer demand and trends in
the apparel and retail  industry and to the acceptance of  merchandise  acquired
for  sale  by  the  Company,   the  effectiveness  of  planned  advertising  and
promotional  events,  the  impact  of  competitors'  pricing,  individual  store
performance,  including new stores, adverse weather conditions,  and the general
economic conditions within the Company's markets. The Company does not undertake
to publicly update or revise its  forward-looking  statements even if experience
or future events make it clear that any projected  results  expressed or implied
therein  will not be  realized.  Additional  information  on factors  that could
potentially affect the Company's financial results may be found in the Company's
other filings with the Securities and Exchange Commission.

Results of Operations

The following table sets forth  unaudited  results of operations as a percent of
sales for the periods indicated:
<TABLE>

                                                                              Thirteen Weeks Ended
                                                                        May 2, 1998         May 3, 1997
<S>                                                                       <C>               <C>

    Sales                                                                   100.0%             100.0%
    Cost of sales and occupancy expenses                                      70.0              71.1
                                                                           -------              ----
    Gross profit                                                               30.0             28.9
    Selling, general and administrative expenses                               24.7             24.8
                                                                           -------              ----
    Earnings from operations                                                    5.3              4.1
    Interest expense                                                            -                0.1
    Investment income                                                           0.2              0.3
                                                                           --------             ----
    Earnings before income taxes                                                5.5              4.3
    Provision for income taxes                                                  2.1              1.6
                                                                           --------            -----
    Net earnings                                                                3.4%             2.7%
                                                                           ========          ========

</TABLE>

Overview  During the first quarter of fiscal 1998,  the Company opened seven new
stores,  relocated one store, remodeled one store and closed one store, bringing
the total number of stores in operation at quarter end to 229, compared with 209
at the end of the first quarter of fiscal 1997. In the  corresponding  period of
the  previous  fiscal  year,  seven new stores  were  opened,  two  stores  were
relocated and one store was closed. Net earnings for the first quarter of fiscal
1998 were $7,768,000,  or 3.4% of sales,  compared with  $5,058,000,  or 2.7% of
sales, for the first quarter of fiscal 1997.

Sales  Sales for the first  quarter of fiscal  1998 were  $226,714,000,  a 19.3%
increase  over the  $190,057,000  for the first  quarter  of fiscal  1997.  This
increase of  $36,657,000  consisted of (i) a 7.1% increase in  comparable  store
sales of $13,144,000 from the  corresponding  period of the previous fiscal year
and (ii) additional sales from new and transition stores of $23,513,000.

Gross profit Gross profit for the first quarter of fiscal 1998 was  $67,920,000,
or 30.0% of sales,  a  $12,943,000  increase over the  $54,977,000,  or 28.9% of
sales,  in gross profit for the first quarter of the previous  fiscal year.  The
1.1% increase in gross profit, as a percent of sales, consists of (i) a decrease
in cost of sales by 0.8% and (ii) a decrease in primarily  fixed occupancy costs
by 0.3% due to a substantial increase in sales for the quarter.

Selling, general and administrative expenses Selling, general and administrative
expenses  for the first  quarter of fiscal  1998 were  $55,904,000,  or 24.7% of
sales, an increase of $8,659,000 from  $47,245,000,  or 24.8% of sales,  for the
first quarter of the previous fiscal year.  Selling,  general and administrative
expenses  decreased  by 0.1%,  as a percent of sales,  for the first  quarter of
fiscal 1998 compared  with the first quarter of the previous  fiscal year and is
comprised of (i) a 0.3%  decrease in payroll  expenses,  (ii) a 0.2% decrease in
advertising and promotional expenses and (iii) a 0.4% increase in other selling,
general and administrative expenses.

     Interest  expense  Interest  expense  for the first  quarter of fiscal 1998
decreased by $31,000  compared  with the first  quarter of the  previous  fiscal
year.

Investment  Income  Investment  income  for the first  quarter  of  fiscal  1998
increased by $50,000 compared with the first quarter of the previous fiscal year
primarily as a result of an increase in invested funds during the period.

Income Taxes The provision for income taxes for the first quarter of fiscal 1998
was  $4,690,000,  for an effective  tax rate of 37.7% of earnings  before income
taxes, compared with $3,035,000,  for an effective tax rate of 37.5% of earnings
before income  taxes,  for the first  quarter of the previous  fiscal year.  The
increase in the effective tax rate is primarily due to a modest  increase in the
effective state income tax rates.

Liquidity and Capital Resources

Financial  position The  Company's  primary  sources of liquidity are cash flows
from operations,  including credit terms from vendors,  and borrowings under its
credit  agreement  with a consortium  of banks.  At May 2, 1998,  the  Company's
working capital was $83,788,000 compared with $50,182,000 at May 3, 1997. At the
end of the first  quarter of fiscal 1998  compared with the first quarter of the
previous  fiscal year, (i) cash,  cash  equivalents  and  investment  securities
increased by $16,901,000 and property and equipment  increased by $9,500,000 and
(ii) inventories and accounts payable  increased by $42,294,000 and $25,924,000,
respectively,  in  anticipation  of the  summer  selling  season  as  well as an
increase in the number of stores and a strategic  build-up of  inventory  items.
Trade payables, as a percent of inventories,  were 65.8% at May 2, 1998 compared
with 67.1% at May 3, 1997.

At May 2, 1998,  the Company had an  unsecured  revolving  line of credit from a
consortium  of banks,  which  provides  for both  cash  borrowings  for  general
corporate  purposes  and the issuance of letters of credit of up to an aggregate
of $120,000,000  and expires on May 31, 1999. The terms of this credit agreement
require,  among other things,  maintenance  of minimum  levels of  shareholders'
equity,  compliance with certain  financial  ratios and Mr. Robert M. Goodfriend
remaining  as Chairman of the Board or Chief  Executive  Officer of the Company,
and place restrictions on additional indebtedness, asset disposals, investments,
capital  expenditures and the payment of dividends.  At May 2, 1998, the Company
had no cash  borrowings and  $68,941,000  was  outstanding for letters of credit
compared with no cash  borrowings  and  $62,035,000  outstanding  for letters of
credit at May 3, 1997.  In addition,  there were no cash  borrowings  during the
first  quarter  of  fiscal  1998  and  1997,  respectively.  Letters  of  credit
outstanding  averaged  $58,744,000  during  the first  quarter  of  fiscal  1998
compared with  $38,571,000  during the first quarter of fiscal 1997. The highest
balance of letters of credit outstanding during the first quarter of fiscal 1998
and  1997 was  $72,857,000  (in  April  1998)  and  $62,035,000  (in May  1997),
respectively. Refer to Note 2 to Notes to Consolidated Financial Statements.

Cash flows Operating activities used cash of $23,268,000 in the first quarter of
fiscal 1998  compared  with  $13,785,000  in the first  quarter of the  previous
fiscal  year.  Cash used in  operating  activities  during the first  quarter of
fiscal 1998 for seasonal  inventory  increases  was  $32,942,000  compared  with
$34,820,000 for the first quarter of the previous fiscal year.  Accounts payable
provided  cash of  $8,902,000  in the first quarter of fiscal 1998 compared with
$17,187,000 for the first quarter of the previous fiscal year.  Depreciation and
amortization amounted to $3,191,000 in the first quarter of fiscal 1998 compared
with $2,614,000 for the first quarter of the previous fiscal year.

Cash flows  from  investing  activities  for the first  quarter  of fiscal  1998
reflected a net use of cash amounting to $4,393,000 compared with $2,650,000 for
the first quarter of the previous  fiscal year.  The cash was used  primarily to
fund capital  expenditures  incurred  relating to new stores  opened  during the
first quarter of fiscal 1998 and 1997.

     Cash provided by financing  activities for the first quarter of fiscal 1998
was  $11,428,000  compared with $2,698,000 for the first quarter of the previous
fiscal year. The cash  management  program used by the Company  provided cash of
$8,204,000 in the first  quarter of fiscal 1998 compared with  $1,899,000 in the
corresponding   period  of  the  previous  fiscal  year.  The  Company  received
$1,333,000  in cash and  realized a tax benefit of  $1,891,000  during the first
quarter of fiscal  1998  compared  with  $550,000  in cash and a tax  benefit of
$249,000  during the first quarter of the previous fiscal year from the issuance
of common stock upon the exercise of stock options.

Outlook The Company plans to open a total of 28 new stores,  relocate or remodel
approximately  10 to 12 stores and close two stores during  fiscal 1998.  During
the second  quarter to date,  the Company opened three new stores and closed one
store.   Management   estimates  that  capital   expenditures  of  approximately
$25,600,000 will be required for opening new stores,  upgrading  existing stores
and  purchasing  computer  systems  and  equipment  as  well  as  other  capital
expenditure requirements during the remainder of fiscal 1998.

The Company's  primary needs for capital resources are for the purchase of store
inventories,  capital expenditures and for normal operating purposes. Management
believes that cash flows from  operations,  including credit terms from vendors,
and the borrowings  available  under the credit  agreement will be sufficient to
meet the Company's operating and capital expenditure requirements.


<PAGE>



Year 2000 The Year 2000 issue is the result of computer  programs  written using
two digits rather than four to define the applicable  year. Any of the Company's
computer programs that have  time-sensitive  software may recognize a date using
"00" as the year 1900 rather than the year 2000.  This could  result in a system
failure or miscalculations causing disruptions of operations,  including,  among
other things, a temporary inability to process transactions or engage in similar
normal business activities.

A favorable by-product of the replacements or enhancements to the Company's core
business  systems,  associated with a strategic plan initiated by the Company in
1995, is the assurance  that the systems are or will be Year 2000  compliant.  A
Year 2000 task force,  formed by the Company to address the Year 2000 issue,  is
evaluating  all other  programs  and  systems  that may need to be  upgraded  or
replaced to ensure their Year 2000 compliance.

The Company  does not believe  that its future  costs  relating to the Year 2000
issues  will have a  material  impact on the  Company's  consolidated  financial
position,  results of  operations  or cash  flows.  The  Company is not yet in a
position to assess whether its vendors and other  business  partners will attain
Year  2000   compliance   in  a  timely   manner  or  the  impact  of  any  such
non-compliance.

Seasonality  and  inflation The  Company's  business is seasonal by nature.  The
Christmas  season  (beginning the Sunday before  Thanksgiving  and ending on the
first  Saturday  after   Christmas),   the   back-to-school   season  (beginning
approximately the first week of August and continuing  through the first week of
September)  and the Easter  season  (beginning  approximately  two weeks  before
Easter  Sunday  and  ending  on  the  Saturday  preceding  Easter)  collectively
accounted for  approximately  34.5% of the  Company's  annual sales based on the
Company's  last three fiscal years ended  January 31,  1998.  In general,  sales
volume varies directly with customer traffic, which is heaviest during the third
and  fourth  quarters  of a  fiscal  year.  Because  of the  seasonality  of the
Company's  business,  results for any quarter are not necessarily  indicative of
the results that may be achieved for the full year.

Inflation  can affect the costs  incurred by the Company in the  purchase of its
merchandise,  the leasing of its stores and certain  components  of its selling,
general, and administrative  expenses.  During the last three fiscal years ended
January 31, 1998,  inflation has not adversely affected the Company's  business,
although  there can be no  assurance  that  inflation  will not have a  material
adverse effect in the future.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

The  Company  has no  material  investments  or risks in market  risk  sensitive
instruments.





<PAGE>



PART II - OTHER INFORMATION


Item 1 - Legal Proceedings  -  None
----------------------------

Item 2. -  Changes in Securities and Use of Proceeds  -  None
----------------------------------------------------

Item 3.  -  Defaults Upon Senior Securities  -  None

Item 4.  -  Submission of Matters to a Vote of Security Holders  -  None
---------------------------------------------------------------

Item 5.  -  Other Information  - None

Item 6.  -  Exhibits and Reports on Form 8-K
        a)   Exhibits -
              15      -              Accountants' Awareness Letter

              27      -              Financial Data Schedule

        b)   Reports on Form 8-K  -  None



<PAGE>



                          GOODY'S FAMILY CLOTHING, INC.


                                   SIGNATURES


                    Pursuant to the requirements 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.



                          GOODY'S FAMILY CLOTHING, INC.
                                  (Registrant)




             Date:    May 19, 1998                     /s/ Harry M. Call
                    ------------------------        --------------------
                                                    Harry M. Call
                                                    Director, President and
                                                    Chief Operating Officer



             Date:    May 19, 1998                     /s/ Edward R. Carlin
                    ------------------------        -----------------------
                                                    Edward R. Carlin
                                                    Executive Vice President,
                                                    Chief Financial Officer
                                                      and Secretary
                                                   (Principal Financial Officer)


             Date:    May 19, 1998                     /s/ David G. Peek
                    ------------------------        --------------------
                                                    David G. Peek
                                                    Vice President, Corporate
                                                    Controller and Chief
                                                    Accounting Officer
                                                  (Principal Accounting Officer)



<PAGE>