Exhibit - 10.82

                          GOODY'S FAMILY CLOTHING, INC.
                   DISCOUNTED STOCK OPTION PLAN FOR DIRECTORS
                 (as amended on June 19, 1996 and June 21, 2000)


         1.  Purpose.  The  purpose of this  Discounted  Stock  Option  Plan for
Directors ("Plan") of Goody's Family Clothing, Inc. (the "Company"), a Tennessee
corporation,  is to permit the  granting of stock  options to  Directors  of the
Company who are not employees of the Company ("Directors" or a "Director") at an
exercise  price less than market value at the date of grant as an alternative to
the payment of Directors' fees in cash,  thereby  advancing the interests of the
Company by  encouraging  and  enabling  the  acquisition  of its common stock by
Directors  whose  judgment  and  ability  are relied upon by the Company for the
attainment of its long-term  growth and  development.  Accordingly,  the Plan is
intended  to  promote a close  identity  of  interests  among the  Company,  the
Directors,  and its  shareholders,  as well as to provide a means to attract and
retain well-qualified Directors.

         2.  Effective  Date and Term of Plan.  The Plan shall become  effective
upon such date as it may be  approved  by the  shareholders  of the  Company and
shall remain in effect until July 7, 2003 or until  termination  by the Board of
Directors of the Company (the "Board"), whichever occurs first.

         3. Stock  Subject to the Plan.  There are  authorized  for  issuance or
delivery  upon the exercise of options to be granted from time to time under the
Plan an aggregate of 300,000 shares of the Company's  common stock, no par value
("Common  Stock"),  subject to adjustment as provided  hereinafter in Section 6.
Such  shares  may be, as a whole or in part,  authorized  but  unissued  shares,
whether now or hereafter authorized, or issued shares which have been reacquired
by the Company. If any option issued under this Plan shall expire,  terminate or
be cancelled for any reason without having been exercised in full, the shares of
common  Stock  which  have not been  purchased  thereunder  shall  again  become
available for the purposes of this Plan.

         4.       Plan Administration.

                  (a)  The  Plan  shall  be  administered  by  the  Compensation
         Committee (the  "Committee"),  which shall consist of not less than two
         Directors appointed by the Board.

                  (b) The  Committee  shall  have  full and final  authority  to
         interpret  the Plan,  adopt,  amend and rescind  rules and  regulations
         relating to the Plan,  and make all other  determinations  and take all
         other actions  necessary and  advisable for the  administration  of the
         Plan.

                  (c)  Decisions  and  determinations  of the  Committee  on all
         matters  relating to the Plan shall be in its sole discretion and shall
         be  conclusive.  No member  of the  Committee  shall be liable  for any
         action  taken or decision  made in good faith  relating to this Plan or
         any grant hereunder.

                  (d) An  Administrator  of the plan  may  from  time to time be
         appointed by the Committee.  If appointed,  such Administrator shall be
         responsible for the general administration of the Plan under the policy
         guidance of the Committee.  The Administrator shall be in the employ of
         the Company,  and shall be compensated for services and expenses by the
         Company according to its normal employment  policies without special or
         additional compensation,  other than reimbursement of expenses, if any,
         for his or her services as the Administrator.

     5. Terms and Conditions: Stock Option Awards. Each option granted under the
Plan  shall  be  evidenced  by a  written  award  document  in  such  form,  not
inconsistent  with this Plan, as the Committee  shall approve from time to time,
which  document  shall  comply  with and be subject to the  following  terms and
conditions:

                  (a) Option  Grant  Dates.  Options  shall be granted as of the
         date of the annual  organizational  meeting of the Board  which is held
         following the Company's annual meeting of shareholders, to any Director
         who,  no later than the date of such annual  organizational  meeting of
         the Board (and subject to such other rules as the  Committee  may adopt
         from time to time), has filed with the Company an irrevocable  election
         to  receive  a  stock  option  in lieu  of all or a  specified  portion
         (expressed in terms of a percentage of Annual Director Compensation) of
         the Annual  Director  Compensation  (as  defined in  Subsection  5 (b))
         expected  to be  earned  by such  Director  for a  twelve-month  period
         beginning on the first day of the third  fiscal  quarter of the Company
         and ending on the last day of the second fiscal  quarter of the Company
         ("Plan  Year").  A separate  election  must be made for each Plan Year,
         although a Director may specify that a particular  election shall apply
         to future Plan Years unless amended or revoked; provided, however, that
         no amendment or revocation  may be made during a Plan Year with respect
         to such Plan Year.  The  Director  shall not be  entitled to receive in
         cash any  portion  of the  Annual  Director  Compensation  for which an
         election has been made to receive an option.

                  (b)  Option  Formula.  The  number of  shares of Common  Stock
         subject to each option granted to any Director for a Plan Year shall be
         equal to the nearest  number of whole  shares of Common Stock with cash
         payment  for  fractional  shares,  determined  in  accordance  with the
         following formula.

                           Annual Director Compensation
                          Fair Market Value minus Option    = Number of Shares
                                    Exercise Price

         "Option Exercise Price" and "Fair Market Value" shall be defined as set
         forth in Subsection 5(c). "Annual Director Compensation" shall mean the
         amount of fees which the Director will be entitled to receive  during a
         Plan Year for serving as a Director or as a member of any  committee of
         the  Board  pursuant  to the  policy  in  effect  for each  Plan  Year,
         including  retainers paid  periodically and fees paid for attendance at
         or  participation  in meetings of the Board or any  committee  thereof;
         provided,  however, that if a Director elects to receive a stock option
         in lieu of only a portion  of the  Annual  Director  Compensation,  the
         Annual  Director  Compensation  for purposes of the  foregoing  formula
         shall equal the portion of the Annual Director Compensation so elected.
         To the extent that a portion of Annual Director  Compensation  includes
         fees for  attending  or  participating  in meetings of the Board or any
         committee thereof,  for purposes of the election to be made pursuant to
         Subsection  5(b), the Committee shall advise each Director,  in advance
         of the next Plan Year, of the number of such meetings anticipated to be
         held during such Plan Year and the  election  may take the fees related
         thereto into account.  To the extent fewer or greater such meetings are
         actually held during the Plan Year, an appropriate  adjustment shall be
         made in the  number of shares of Common  Stock  subject  to any  option
         awarded.  For  Purposes of this Plan,  "Annual  Director  Compensation"
         shall not include expenses  reimbursed by the company for attendance at
         or participation in meetings of the Board or any committee of the Board
         or fees for any other services to be provided to the Company.

                  (c) Option Exercise Price.  The "Option Exercise Price" refers
         to the pershare  purchase price for common Stock subject to each option
         granted under the Plan and that per share purchase price shall be fifty
         percent  (50%) of the Fair Market Value of the Common Stock on the date
         the option is granted.  "Fair Market Value" with regard to a date means
         the closing price at which a share of Common Stock shall have been sold
         on the last trading date prior to that date as reported by the National
         Association of Securities Dealers Automated Quotation System ("NASDAQ")
         (or,  if  applicable,  as reported  by a national  securities  exchange
         selected by the  Committee on which the shares of Common Stock are then
         actively traded) and published in The Wall Street Journal.

                  (d) Term and Exercise of Option. Options may be exercised only
         by  written  notice to the  Company.  Payment  for all shares of Common
         Stock purchased  pursuant to exercise of an option shall be made (a) in
         cash;  (b) by  delivery  to the Company of a number of shares of Common
         Stock which have been  beneficially  owned by the option  holder for at
         least six (6) months prior to the date of exercise  having an aggregate
         Fair Market  Value of not less than the product of the  exercise  price
         multiplied  by the  number of  shares  the  option  holder  intends  to
         purchase upon exercise of the option on the date of delivery; or (c) in
         a cashless exercise through a broker. Payment shall be made at the time
         that the option or any part thereof is  exercised,  and no shares shall
         be issued or  delivered  upon  exercise of an option until full payment
         has been made by the option  holder.  No option  granted under the Plan
         may be exercised before the  twelve-month  anniversary of the date upon
         which it was granted; provided,  however, that any option granted under
         the Plan shall become  immediately  exercissable upon the retirement of
         the Director  because of age,  death or  disability.  No option granted
         under the Plan shall be  exercisable  after  expiration of twenty years
         from the date upon which it is granted. Each option shall be subject to
         termination  before its date of expiration as  hereinafter  provided in
         Subsections 5(e) and 5(f).

                  (e) Termination of  Directorship.  Except as herein  provided,
         the rights of a Director or the Director's  permitted  transferee in an
         option granted under the Plan shall not terminate upon such  Director's
         termination as a Director for any reason (including  retirement because
         of age, death or  disability).  That portion of an option granted under
         the Plan which is  attributable  to any portion of the Annual  Director
         Compensation which is not earned due to termination as a Director or as
         a member of a  committee  of the Board  (for any  reason) or because of
         lack of attendance or  participation in any meeting of the Board or any
         committee thereof shall automatically abate and be cancelled.

                  (f) Death of  Director.  Any option  granted to a Director and
         outstanding  on the date of his or her  death may be  exercised  by the
         administrator of such Director's  estate, the executor under his or her
         will,  or the  person or  persons  to whom the  option  shall have been
         validly  transferred  in accordance  with Section 8, but not beyond the
         first to occur of (i) the first anniversary of the Director's death, or
         (ii) the specified  expiration date of the option;  provided,  however,
         that an option that is not exercised prior to the first  anniversary of
         the Director's death shall be deemed exercised on the first anniversary
         of the date of death to the extent the then aggregate Fair Market Value
         of the shares  subject  to the  option  exceeds  the  aggregate  Option
         Exercise  Price and payment of such exercise price shall be effected by
         withholding  a number  of shares of  Common  Stock  otherwise  issuable
         pursuant  to the  option  the  Fair  Market  Value  of  which  on  such
         anniversary is equal to the exercise price. If the Fair Market Value of
         the Stock on the first anniversary of the Director's death equals or is
         less than the option exercise price, then the option shall be deemed to
         have expired unexercised.

         6. Changes in Capitalization. If the outstanding shares of Common Stock
are increased,  decreased or exchanged for a different  number or kind of shares
or other  securities,  or if  additional  shares of other  property  (other than
ordinary cash dividends) are  distributed  with respect to such shares of Common
Stock  or  other  securities,  through  merger,  consolidation,  sale  of all or
substantially   all   of   the   assets   of   the   Company,    reorganization,
recapitalization, reclasssification, dividend, stock split, reverse stock split,
spin-off,  split-off or other distribution with respect to such shares of common
stock, or other securities,  an appropriate and proportionate  adjustment may be
made in (i) the maximum  number and kind of shares  reserved for issuance  under
the Plan, (ii) the number and kind of shares or other securities subject to then
outstanding  options under the Plan,  and (iii) the price for each share subject
to any then  outstanding  options under the Plan.  No fractional  shares will be
issued under the Plan on account of any such adjustments.


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         7.  Limitation of Rights:

                  (a) No Right to Continue as a Director.  Neither the Plan, nor
         the granting of an option,  nor any other action taken  pursuant to the
         Plan,  shall  constitute  evidence of any  agreement or  understanding,
         express or implied,  that the Company  will retain a  participant  as a
         Director  for  any  period  of  time,  or at  any  particular  rate  of
         compensation.

                  (b) No  Shareholders'  Rights  for  Options.  The holder of an
         option  granted  under the Plan shall  have no rights as a  shareholder
         with respect to the shares covered by his or her options until the date
         of the issuance to such holder of a stock certificate therefor,  and no
         adjustment  will be made for  dividends  or other  rights for which the
         record date is prior to the date such certificate is issued.

                  (c)  No  Right  to  Participate  as an  Employee  Director.  A
         Director's  right  to  participate  in  the  Plan  shall  automatically
         terminate  if and when a Director  becomes an employee of the  Company.
         That portion of an option granted under the Plan which is  attributable
         to any Unearned Annual Director  Compensation shall automatically abate
         and be cancelled.  "Unearned Annual Director  Compensation"  shall mean
         any portion of Annual Director Compensation which relates to attendance
         or participation  in any meeting of the Board or any committee  thereof
         occurring  after  the date the  Director's  employment  by the  Company
         commences, or which consists of a retainer earned after such date.

         8. Transferability. Options are transferable by a Director: (i) through
will or the laws of lineal descent; (ii) to the spouse or any lineal ancestor or
descendant of the Director;  (iii) to any trust, the sole beneficiaries of which
are  any one or all of such  Director,  such  Director's  spouse  or any  lineal
ancestors  or  descendants  of such  Director;  and (iv) to any other  person or
entity as the  Committee  may  approve.  A holder of an  Option  other  than the
Director may not  transfer  such option other than by will or the laws of lineal
descent.

         9. Amendment,  Modification and Termination.  The Board at any time may
terminate and in any respect amend or modify the Plan; provided,  however,  that
no such action by the Board, without approval of the Company's  shareholders may
(i) increase the total number of shares of Common Stock available under the Plan
in the  aggregate  (except as otherwise  provided in Section 6), (ii) extend the
period  during which any option may be  exercised,  (iii) extend the term of the
Plan, (iv) change the option price or (v) alter the class of persons eligible to
receive options. No amendment,  modification or termination of the Plan shall in
any manner  adversely  affect the rights of any  participant  with respect to an
option previously granted.

     10.  Notice.  Any  written  notice to the  Company  required  by any of the
provisions  of the Plan shall be  addressed  to the  Corporate  Secretary of the
Company and shall become effective when it is received.

         11. Restrictions on Delivery and Sale of Shares;  Legends.  Each option
is  subject  to  the  condition  that  if at  any  time  the  Committee,  in its
discretion,  shall determine that the listing,  registration or qualification of
the shares  covered by such  option  upon any  securities  exchange or under any
state  or  federal  law  is  necessary  or  desirable  as a  condition  of or in
connection  with the  granting  of such  option or the  purchase  or delivery of
shares thereunder, the delivery of any or all shares pursuant to such option may
be withheld unless and until such listing,  registration or qualification  shall
have been  effected.  If a  registration  statement  is not in effect  under the
Securities Act of 1933 or any applicable  state  securities laws with respect to
the shares of Common Stock  purchasable or otherwise  deliverable  under options
then outstanding,  the Committee may require,  as a condition of exercise of any
option or as a condition to any other  delivery of Common  Stock  pursuant to an
option, that the option holder represent,  in writing,  that the shares received
pursuant to the option are being  acquired for investment and not with a view to
distribution  and agree that the shares will not be disposed of except  pursuant
to an effective registration  statement,  unless the Company shall have received
an opinion of counsel  that such  disposition  is exempt  from such  requirement
under the Securities Act of 1933 and any applicable  state  securities laws. The
Company may include on  certificates  representing  shares issued pursuant to an
option such legends referring to the foregoing  representations  or restrictions
or  any  other  applicable  restrictions  on  resale  as  the  Company,  in  its
discretion, shall deem appropriate.

IN WITNESS  WHEREOF,  the Company has caused this Amended Plan to be executed in
this form on June 21, 2000.

                                                 GOODY'S FAMILY CLOTHING, INC.

                                            By:      /s/ Robert M. Goodfriend
                                                      Chairman of the Board

         ATTEST:

                  /s/ Regis J. Hebbeler
         Asst. Secretary

         [CORPORATE SEAL]






H:Stock\Director's Plan\Amended and Restated.doc


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