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 3, 1997
                               --------------------------

                                       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, 16,226,182 shares outstanding
as of June 10, 1997.


<PAGE>








                          Goody's Family Clothing, Inc.
                               Index to Form 10-Q
                                   May 3, 1997



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


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

     Item 1.  Legal Proceedings
     Item 2.  Changes in Securities
     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>
<CAPTION>


                                                                                    ----------------------------------------
                                                                                             Thirteen Weeks Ended
                                                                                    ----------------------------------------
                                                                                       May 3, 1997           May 4, 1996
                                                                                    -------------------    -----------------
                                                                                       (unaudited)           (unaudited)

<S>                                                                               <C>                   <C>

Sales                                                                                      $190,057              $150,766
Cost of sales and occupancy expenses                                                        135,080               108,121
                                                                                  -----------------     -----------------
     Gross profit                                                                            54,977                42,645

Selling, general and administrative expenses                                                 47,245                39,275
                                                                                  -----------------     -----------------
     Earnings from operations                                                                 7,732                 3,370

Interest expense                                                                                125                    87
Investment income                                                                               486                   272
                                                                                  -----------------     -----------------
     Earnings before income taxes                                                             8,093                 3,555

Provision for income taxes                                                                    3,035                 1,351
                                                                                  -----------------     -----------------

Net earnings                                                                                 $5,058                $2,204
                                                                                  -----------------     -----------------

Earnings per common share                                                                     $0.30                 $0.14
                                                                                  =================     =================

Weighted average common shares outstanding                                                   16,629                16,125
                                                                                  =================     =================

</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>
<CAPTION>


                                                                      ------------    ----------------      ------------
                                                                      May 3, 1997     February 1, 1997       May 4, 1996
                                                                       (unaudited)                          (unaudited)
                                                                      ------------    ----------------      ------------

<S>                                                                  <C>              <C>                    <C>

ASSETS
Current Assets
   Cash and cash equivalents                                                $29,579           $43,316            $22,901
   Investments                                                                1,461             1,453              1,403
   Inventories                                                              142,315           107,495            111,209
   Accounts receivable and other current assets                              13,152             9,689              9,725
                                                                    ---------------     -------------     --------------
        Total current assets                                                186,507           161,953            145,238
Property and equipment, net                                                  88,850            88,955             86,458
Other assets                                                                  3,445             3,439              3,438
                                                                    ---------------     -------------     --------------

Total assets                                                               $278,802          $254,347           $235,134
                                                                     ==============     =============     ==============


LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Accounts payable                                                         $95,477           $75,900            $86,303
   Accrued expenses                                                          36,546            34,841             26,989
   Income taxes payable                                                       4,063             6,957              2,164
   Current portion of long- term debt                                           239               239                217
                                                                     --------------     -------------     --------------
        Total current liabilities                                           136,325           117,937            115,673
Long-term debt                                                                  871               871              1,110
Other long-term liabilities                                                   2,621             2,578              2,290
Deferred income taxes                                                         9,552             9,385              7,982
                                                                     --------------     -------------     --------------
        Total liabilities                                                   149,369           130,771            127,055
                                                                     --------------     -------------     --------------

Commitments and Contingencies

Shareholders' Equity
  Preferred stock $1.00 par value;
    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 - 16,421,982, 16,364,832 and 16,325,212 shares
    Outstanding - 16,221,982, 16,164,832 and 16,125,212 shares              27,016            26,466             26,040
  Paid-in capital                                                            3,508             3,259              3,135
  Retained earnings                                                        102,011            96,953             82,006
  Treasury stock, at cost - 200,000 shares                                  (3,102)           (3,102)            (3,102)
                                                                   ---------------     -------------      -------------
       Total shareholders' equity                                          129,433           123,576            108,079
                                                                   ---------------     -------------      -------------

Total liabilities and shareholders' equity                                $278,802          $254,347           $235,134
                                                                   ===============     =============      =============

</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>
<CAPTION>


                                                                                    ----------------------------------------
                                                                                             Thirteen Weeks Ended
                                                                                    ----------------------------------------
                                                                                       May 3, 1997           May 4, 1996
                                                                                    ------------------    ------------------
                                                                                       (unaudited)           (unaudited)

<S>                                                                                 <C>                   <C>

Cash Flows from Operating Activities:
Net earnings                                                                                 $5,058                $2,204
Adjustments to reconcile net earnings to net cash
provided by operating activities:
     Depreciation and amortization                                                            2,614                 2,290
     Net loss on asset disposals and write-down                                                 141                    42
     Changes in assets and liabilities:
         Inventories                                                                        (34,820)              (32,942)
         Accounts payable                                                                    17,187                21,373
         Income taxes                                                                        (3,543)                  709
         Other assets & liabilities                                                            (173)                2,750
                                                                                  -----------------     -----------------
             Cash used in operating activities                                              (13,536)               (3,574)
                                                                                  -----------------     -----------------

Cash Flows from Investing Activities:
     Acquisitions of property and equipment                                                  (2,654)               (3,133)
     Proceeds from sale of property and equipment                                                 4                    58
                                                                                  -----------------     -----------------
           Cash used in investing activities                                                 (2,650)               (3,075)
                                                                                  -----------------     -----------------

Cash Flows from Financing Activities:
     Exercise of stock options                                                                  550                    -
     Changes in cash management accounts                                                      1,899                (3,437)
                                                                                  -----------------     -----------------
           Cash provided by (used in) financing activities                                    2,449                (3,437)
                                                                                  -----------------     -----------------

Cash and cash equivalents:
Net decrease for the period                                                                 (13,737)              (10,086)
Balance, beginning of period                                                                 43,316                32,987
                                                                                  -----------------     -----------------

Balance, end of period                                                                      $29,579               $22,901
                                                                                  =================     =================


Supplemental Disclosures:
    Interest payments                                                                           $89                   $50
    Income tax payments                                                                      $6,631                  $868

</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 1996 Annual Report
on Form 10-K.

(2)  Credit arrangements

The Company has a credit  agreement  with a consortium of banks for an unsecured
revolving  line of  credit  which  provides  for  cash  borrowings  for  general
corporate  purposes  as well as for the  issuance  of letters of credit of up to
$100,000,000.  On May 16,  1997,  the Company  amended its credit  agreement  to
increase its unsecured  revolving line of credit to $120,000,000  and extend its
expiration date to May 31, 1999. The Company is committed to pay (i) interest on
the cash  borrowings  at a  fluctuating  base rate or LIBOR  plus an  applicable
margin,  as  defined,  (ii)  letter of credit fees based on the number of days a
letter of credit is  outstanding  times the  applicable  fee and (iii) an annual
commitment fee payable  quarterly in advance.  The terms of this credit facility
require,  among other things,  maintenance  of minimum  levels of  shareholders'
equity and compliance with certain  financial  ratios and place  restrictions on
additional indebtedness, asset disposals,  investments, capital expenditures and
payment of dividends.

(3)  Earnings per share

Weighted average common shares  outstanding for the first quarter of fiscal 1997
includes  common  equivalent  shares to account for the dilutive effect of stock
options.  Common  equivalent  shares were not  materially  dilutive in the first
quarter of fiscal 1996 and therefore were not included in the earnings per share
computations for such period.

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards No. 128, "Earnings per Share" ("SFAS No. 128").
This Statement  establishes new standards for computing and presenting  earnings
per share  ("EPS")  information.  SFAS No. 128  simplifies  the  computation  of
earnings per share currently required by Accounting Principles Board Opinion No.
15,  "Earnings  per Share" and its related  interpretations.  The new  Statement
replaces the  presentation  of "primary"  (and when  required  "fully  diluted")
earnings  per share with  "basic" and  "diluted"  earnings  per share.  This new
Statement is effective for financial  statements issued for periods ending after
December  15,  1997,  including  interim  periods;  earlier  application  is not
permitted. The Company's computation of basic and diluted EPS under SFAS No. 128
for the  thirteen-week  periods  ended  May 3,  1997 and May 4, 1996 will not be
materially different than EPS currently reported for those periods.

(4)  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 of
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 3, 1997 and May 4, 1996
and the related  consolidated  statements of  operations  and cash flows for the
thirteen-week   periods  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 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 condensed consolidated balance sheet of Goody's Family Clothing,
Inc.  and  subsidiaries  as of  February  1,  1997,  and the  related  condensed
consolidated statements of operations,  shareholders' equity, and cash flows for
the year then ended (not  presented  herein);  and in our report dated March 19,
1997, we expressed an unqualified opinion on those financial statements.  In our
opinion,  the information set forth in the accompanying  condensed  consolidated
balance sheet as of February 1, 1997 is fairly stated, in all material respects,
in relation to the condensed  consolidated  balance sheet from which it has been
derived.

/s/ Deloitte & Touche LLP
Atlanta, Georgia
May 19, 1997





<PAGE>


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

General

During the first  quarter of fiscal 1997,  the Company  opened seven new stores,
relocated  two stores and closed one store,  bringing the total number of stores
in  operation at quarter end to 209,  compared  with 193 at the end of the first
quarter of fiscal 1996. In the corresponding period of the previous fiscal year,
nine new stores were opened and one store was relocated.

Net earnings for the first  quarter of fiscal 1997 were  $5,058,000,  or 2.7% of
sales,  compared  with  $2,204,000,  or 1.5% of sales,  for the first quarter of
fiscal 1996.

Results of Operations

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

                                                                        -------------------------------
                                                                              Thirteen Weeks Ended
                                                                        May 3, 1997         May 4, 1996
                                                                        -------------------------------
<S>                                                                     <C>                    <C>

    Sales                                                                   100.0%            100.0%
    Cost of  sales and occupancy expenses                                    71.1              71.7
                                                                          -------           -------
    Gross profit                                                             28.9              28.3
    Selling, general and administrative expenses                             24.8              26.0
                                                                          -------           -------
    Earnings from operations                                                  4.1               2.3
    Interest expense                                                          0.1               0.1
    Investment income                                                         0.3               0.2
                                                                          --------          -------
    Earnings before income taxes                                              4.3               2.4
    Provision for income taxes                                                1.6               0.9
                                                                          --------          -------
    Net earnings                                                              2.7%             1.5%
                                                                          ========          =======

</TABLE>

Sales - Sales for the first  quarter of fiscal 1997 were  $190,057,000,  a 26.1%
increase  over the  $150,766,000  for the first  quarter  of fiscal  1996.  This
increase of $39,291,000  consisted of (i) a 14.9%  increase in comparable  store
sales of $21,598,000 from the  corresponding  period of the previous fiscal year
and (ii) additional sales from new and transition  stores of $17,693,000.  Sales
for the quarter were driven by favorable customer reaction to certain brand-name
and private label  merchandise as well as strong promotions of spring and summer
fashion merchandise.

Gross  Profit  -  Gross  profit  for  the  first  quarter  of  fiscal  1997  was
$54,977,000,  or 28.9% of sales, a $12,332,000 increase over the $42,645,000, or
28.3% of sales,  in gross profit for the first  quarter of the  previous  fiscal
year. The 0.6% increase in gross profit, as a percent of sales,  consists of (i)
a decrease in cost of sales by 0.3% as a result of  well-positioned  inventories
at the  beginning  of fiscal 1997 which  allowed  the Company to realize  higher
gross  margins  and  (ii) a  decrease  in  occupancy  costs  by 0.3%  due to the
excellent sales for the quarter.

Selling,   General   and   Administrative   Expenses  -  Selling,   general  and
administrative  expenses for the first quarter of fiscal 1997 were  $47,245,000,
or 24.8% of sales,  an  increase of  $7,970,000  from  $39,275,000,  or 26.0% of
sales, for the first quarter of the previous fiscal year.  Selling,  general and
administrative  expenses decreased by 1.2%, as a percent of sales, for the first
quarter of fiscal 1997 compared  with the first  quarter of the previous  fiscal
year and is comprised of (i) a 0.1%  decrease in payroll  expenses,  (ii) a 0.9%
decrease in advertising  and  promotional  expenses and (iii) a 0.2% decrease in
depreciation and amortization expenses.

Interest  Expense -  Interest  expense  for the  first  quarter  of fiscal  1997
increased by $38,000  compared  with the first  quarter of the  previous  fiscal
year.

Investment  Income -  Investment  income for the first  quarter  of fiscal  1997
increased by $214,000  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
1997 was  $3,035,000,  for an  effective  tax rate of 37.5% of  earnings  before
income  taxes,  compared  with  $1,351,000,  for an effective tax rate of 38% of
earnings before income taxes, for the first quarter of the previous fiscal year.
The decrease in the  effective  tax rate is  primarily  due to a decrease in the
overall effective state income tax rate.

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 3, 1997,  the  Company's
working capital was $50,182,000 compared with $29,565,000 at May 4, 1996. At the
end of the first  quarter of fiscal 1997  compared with the first quarter of the
previous  fiscal year, (i) cash,  cash  equivalents  and  investment  securities
increased by $6,736,000  and property and equipment  increased by $2,392,000 and
(ii) inventories and accounts  payable  increased by $31,106,000 and $9,174,000,
respectively,  in  anticipation  of the  summer  selling  season  as  well as an
increase in the number of stores and a strategic  build-up  of  primarily  basic
inventory items. Trade payables, as a percent of inventories,  were 67.1% at May
3, 1997 compared with 77.6% at May 4, 1996.

At May 3, 1997,  the Company had an  unsecured  revolving  line of credit from a
consortium of banks which  provides for cash  borrowings  for general  corporate
purposes as well as for the issuance of letters of credit of up to $100,000,000.
On May 16,  1997,  the Company  amended  its credit  agreement  to increase  its
unsecured line of credit to  $120,000,000  and extend its expiration date to May
31, 1999. At May 3, 1997, the Company had no cash  borrowings  under this credit
facility and $62,035,000  was in use for outstanding  letters of credit compared
with no cash  borrowings and  $24,163,000  utilized for  outstanding  letters of
credit at May 4, 1996.  In addition,  there were no cash  borrowings  during the
first  quarter  of  fiscal  1997  and  1996,  respectively.  Letters  of  credit
outstanding  averaged  $38,571,000  during  the first  quarter  of  fiscal  1997
compared with $15,884,000 during the corresponding period of the previous fiscal
year.  The  highest  balance of letters of credit  outstanding  during the first
quarter of fiscal 1997 and 1996 was  $62,035,000  (in May 1997) and  $24,316,000
(in May 1996), respectively. See Note 2 to Notes to Financial Statements.

Cash Flows - Operating  activities used cash of $13,536,000 in the first quarter
of fiscal 1997  compared  with  $3,574,000  in the first quarter of the previous
fiscal  year.  Cash used in  operating  activities  during the first  quarter of
fiscal 1997 for seasonal  inventory  increases  was  $34,820,000  compared  with
$32,942,000 for the first quarter of the previous fiscal year.  Accounts payable
provided cash of  $17,187,000  in the first quarter of fiscal 1997 compared with
$21,373,000 for the first quarter of the previous fiscal year.  Depreciation and
amortization amounted to $2,614,000 in the first quarter of fiscal 1997 compared
with $2,290,000 for the first quarter of the previous fiscal year.

Cash flows  from  investing  activities  for the first  quarter  of fiscal  1997
reflected a net use of cash amounting to $2,650,000 compared with $3,075,000 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 1997 and 1996.

Cash provided by financing  activities  for the first quarter of fiscal 1997 was
$2,449,000 compared with cash used by financing activities of $3,437,000 for the
first quarter of the previous fiscal year. The cash  management  program used by
the Company  provided  cash of  $1,899,000  in the first  quarter of fiscal 1997
compared  with  cash  used of  $3,437,000  in the  corresponding  period  of the
previous  fiscal  year.  During the first  quarter of fiscal  1997,  the Company
received  $550,000  from the  issuance of common  stock on the exercise of stock
options.

Outlook - The Company plans to open 15 to 17 new stores,  relocate  seven stores
and expand or remodel three stores during the remainder of fiscal 1997, bringing
the  total  number  of  stores  in  operation  at the  end  of  fiscal  1997  to
approximately   224.   Management   estimates  that  capital   expenditures   of
approximately  $20,300,000 will be required to open new stores, upgrade existing
stores,   purchase   computer  systems  and  equipment  and  for  other  capital
expenditure requirements for the remainder of fiscal 1997.

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 its credit  facility will be sufficient to
meet the Company's operating and capital expenditure requirements.


<PAGE>


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 changes 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.

Seasonality and Inflation

The Company's business is seasonal by nature. The Christmas season (beginning on
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 35.5% of the
Company's  annual sales,  based on the  Company's  last three fiscal years ended
February  1, 1997.  In general,  sales  volume  varies  directly  with  customer
traffic,  which is  heaviest  during the third and fourth  quarters  of a fiscal
year.

The Company does not believe  inflation has had a material effect on its results
of  operations  during the past three  fiscal  years.  However,  there can be no
assurance  that the Company's  business will not be affected by inflation in the
future.



<PAGE>



PART II - OTHER INFORMATION


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

Item 2. -  Changes in Securities  -  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 -
              10.45   Amended Agreement dated May 16, 1997 between the
                      Registrant, GOODY's MS, L.P. and GOODY's IN, L.P.
                      as borrowers, TREBOR of TN, Inc., SYDOOG, Inc. and
                      GOFAMCLO, Inc. as guarantors, Lenders as identified
                      therein and First Tennessee Bank National Association
                      as Administrative Agent

              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:    June 10, 1997               /s/ Harry M. Call
                                                  --------------------- 
                                                  Harry M. Call
                                                  Director, President and
                                                  Chief Operating Officer



             Date:    June 10, 1997               /s/ Edward R. Carlin
                                                  -----------------------
                                                  Edward R. Carlin
                                                  Executive Vice President,
                                                  Chief Financial Officer and
                                                  Secretary
                                                  (Principal Financial Officer)


             Date:    June 10, 1997               /s/ David G. Peek
                                                  ---------------------
                                                  David G. Peek
                                                  Corporate Controller and
                                                  Chief Accounting Officer
                                                  (Principal Accounting Officer)



<PAGE>