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    October 30, 1999
                                      -------------------------------------

                                            OR

 [    ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

     Commission file 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)

                              (865) 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, 33,124,380 shares outstanding as of
December 9, 1999.



<PAGE>



                                           Goody's Family Clothing, Inc.
                                                Index to Form 10-Q
                                                 October 30, 1999



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 - 8

         Independent Accountants' Review Report..........................   9

     Item 2 - Management's Discussion and Analysis of Financial Condition and
                Results of Operations................................... 10 - 16

     Item 3 - Quantitative and Qualitative Disclosures about Market Risk.   16


Part II - Other Information..............................................17 - 18
          -----------------

     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................................................................  19















<PAGE>



PART 1 - FINANCIAL INFORMATION

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

Item 1  - Consolidated Financial Statements

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

                                                     Thirteen                            Thirty-nine
                                                  Weeks Ended                           Weeks Ended
                                           October 30,        October 31,         October 30,      October 31,
                                             1999                1998               1999               1998
                                          -------------      ------------       -------------     ------------
<S>                                        <C>                 <C>                  <C>           <C>

Sales                                     $    268,078         $  251,335       $    805,269       $   727,538
Cost of sales and occupancy expenses           193,765            186,789            575,285           523,928
                                          ------------       ------------            -------      ------------
Gross profit                                    74,313             64,546            229,984           203,610

Selling, general and administrative
   expenses                                     72,283             59,614            200,982           173,150
                                          ------------       ------------       ------------      ------------
Earnings from operations                         2,030              4,932             29,002            30,460

Interest expense                                    51                 99                157               280
Investment income                                  686                407              1,963             1,405
                                          ------------       ------------       ------------      ------------
Earnings before income taxes                     2,665              5,240             30,808            31,585

Provision for income taxes                         999              1,973             11,552            11,892
                                          ------------       ------------       ------------      ------------

Net earnings                              $      1,666       $      3,267         $   19,256      $     19,693
                                          ============       ============       ============      ============

Earnings per common share
   Basic                                  $       0.05       $       0.10       $       0.58      $       0.59
                                          ============       ============       ============      ============
   Diluted                                $       0.05       $       0.10       $       0.57      $       0.57
                                          ============       ============       ============      ============

Weighted average common
shares outstanding
   Basic                                        33,168             33,328             33,273            33,099
                                          ============       ============       ============      ============
   Diluted                                      33,611             34,322             33,809            34,393
                                          ============       ============       ============      ============

</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>
                                                              October 30,        January 30,       October 31,
                                                                 1999               1999             1998
                                                              (unaudited)                         (unaudited)
<S>                                                          <C>                <C>                <C>

ASSETS
Current Assets
   Cash and cash equivalents                                 $     28,269        $     89,292      $     27,371
   Inventories                                                    274,849             165,687           266,384
   Accounts receivable and other current assets                    20,093              14,195            21,458
                                                             ------------        ------------      ------------
   Total current assets                                           323,211             269,174           315,213
Property and equipment, net                                       116,571             104,789           104,193
Other assets                                                        7,191               3,210             3,030
                                                             ------------        ------------      ------------

   Total assets                                              $    446,973        $    377,173      $    422,436
                                                             ============        ============      ============


LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Accounts payable                                          $    164,995        $    122,776      $    172,580
   Accrued expenses                                                53,741              43,190            46,678
   Income taxes payable                                               498                 321               544
   Current portion of long-term debt                                  289                 289               263
                                                             ------------        ------------      ------------
   Total current liabilities                                      219,523             166,576           220,065
Long-term debt                                                        318                 318               608
Other long-term liabilities                                         3,695               3,782             3,476
Deferred income taxes                                              11,107              11,020            10,528
                                                             ------------        ------------      ------------
   Total liabilities                                              234,643             181,696           234,677
                                                             ------------        ------------      ------------

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 and outstanding - 33,086,380,  33,330,780
        and 33,330,430 shares, respectively                        25,667              28,102            28,063
   Paid-in capital                                                  9,481               9,449             9,764
   Retained earnings                                              177,182             157,926           149,932
                                                             ------------        ------------      ------------
   Total shareholders' equity                                     212,330             195,477           187,759
                                                             ------------        ------------      ------------

   Total liabilities and shareholders' equity                $    446,973        $    377,173      $    422,436
                                                             ============        ============      ============

</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 - Unaudited
(In thousands)
<TABLE>
<CAPTION>
                                                                                   Thirty-nine Weeks Ended
                                                                                 October 30,       October 31,
                                                                                    1999                1998
                                                                                 ------------      ------------
<S>                                                                               <C>              <C>

Cash Flows from Operating Activities
Net earnings                                                                       $    19,256       $   19,693
Adjustments to reconcile net earnings to net cash
  provided by (used in) operating activities:
     Depreciation and amortization                                                      12,099           10,140
     Net loss on asset disposals and write-down                                          1,137              719
     Changes in assets and liabilities:
         Inventories                                                                 (109,162)         (114,717)
         Accounts payable                                                               59,718           42,983
         Income taxes                                                                    (181)          (13,218)
         Other assets and liabilities                                                    2,512             3,617
                                                                                 -------------     -------------
             Cash (used in) operating activities                                      (14,621)          (50,783)
                                                                                 -------------     -------------

Cash Flows from Investing Activities
Acquisitions of property and equipment                                                 (25,334)         (17,622)
Proceeds from sale of property and equipment                                               316               38
                                                                                 -------------     ------------
             Cash (used in) investing activities                                      (25,018)          (17,584)
                                                                                 -------------     ------------
Cash Flows from Financing Activities
Exercise of stock options                                                                  111            8,009
Purchase of common stock                                                                (2,513)               -
Changes in cash management accounts                                                    (18,982)          23,555
                                                                                 --------------    ------------
             Cash (used in) provided by financing activities                           (21,384)          31,564
                                                                                   ------------    ------------

Cash and cash equivalents
Net decrease for the period                                                            (61,023)         (36,803)
Cash and cash equivalents, beginning of period                                          89,292           64,174
                                                                                   -----------      -----------
Cash and cash equivalents, end of period                                            $   28,269       $   27,371
                                                                                   ===========      ===========

Supplemental Disclosures
     Income tax payments                                                         $      14,422     $     20,022
     Interest payments                                                                     111              212


</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)  Basis of presentation

The accompanying  condensed  consolidated financial statements of Goody's Family
Clothing,  Inc. and  subsidiaries  (the  "Company")  are unaudited and have been
prepared  pursuant to the rules and  regulations  of the Securities and Exchange
Commission.   Although  certain  information   normally  included  in  financial
statements prepared in accordance with generally accepted accounting  principles
has been condensed or omitted,  the Company  believes that the  disclosures  are
adequate to make the information presented not misleading. In the opinion of the
Company's  management,   the  accompanying   unaudited  condensed   consolidated
financial statements 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. The condensed  consolidated  financial
statements should be read in conjunction with the audited consolidated financial
statements  and the notes thereto  contained in the  Company's  Annual Report on
Form 10-K for its fiscal year ended January 30, 1999.

(2)  Related party transaction

Since 1987,  the Company  has, by  agreement  (the  "Initial  Agreement"),  paid
premiums on certain  split-dollar  life insurance  policies covering the life of
Robert M. Goodfriend, the Company's Chairman and Chief Executive Officer.

During the third quarter of fiscal 1999, the Compensation Committee of the Board
of Directors  authorized the Company to enter into a new split-dollar  agreement
(the "New  Agreement")  and,  once in place,  modify or  terminate  the  Initial
Agreement  (which is  anticipated  to occur during the fourth  quarter of fiscal
1999). Under this New Agreement,  the Company has agreed to pay the premiums for
certain  second-to-die  policies insuring the lives of Mr. and Mrs.  Goodfriend,
which are owned by a trust for the  benefit of the  Goodfriend's  children  (the
"Trust").  The  Company,  however,  has certain  rights  including  the right to
terminate  these  policies at any time prior to the  occurrence of the following
"restricting  events": i) a change of control (as defined),  ii) the termination
of Mr. Goodfriend's employment by the Company, or iii) unless certain conditions
are met, the death of Mr.  Goodfriend.  The Company will be  reimbursed  for all
premiums paid upon the policies'  termination  (subject to  deficiencies  in the
cash  surrender  value from the early  termination  of the  policies  prior to a
restricting  event).  The New  Agreement  also provides that one-half of the new
coverage would terminate should Mr.  Goodfriend  decrease his Company  ownership
below 20%.  The Trust has the right,  but not the  obligation,  to purchase  the
policies  from  the  Company  at any  time  at a  purchase  price  equal  to the
cumulative premiums paid by the Company on the policies;  should the policies be
purchased, all the Company's future obligations would cease.

Through  October 30, 1999, the Company paid premiums  aggregating  $4,195,000 on
the  policies  covered by the New  Agreement.  The cash  surrender  value of all
policies  covered by the  Initial  Agreement  and the New  Agreement  aggregated
$5,838,000   and   $1,971,000   at  October  30,  1999  and  October  31,  1998,
respectively,  and are included in "Other  assets" in the  accompanying  balance
sheets.

(3)  Credit arrangements

The Company has a credit  agreement  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 an  aggregate  of  $130,000,000  and
which  expires in May 2001.  The Company is committed to pay (i) interest on the
cash borrowings at a fluctuating  base rate or LIBOR plus an applicable  margin,
(ii)  letter of credit  fees  based on the  number of days a letter of credit is
outstanding  times an applicable fee and (iii) an annual  commitment fee payable
quarterly in advance.  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 and capital expenditures.

(4)  Earnings per common share

Basic  earnings  per common  share is computed by dividing  net  earnings by the
weighted  average  number of common  shares  outstanding.  Diluted  earnings per
common share is computed by dividing net earnings by the weighted average number
of common shares  outstanding and potentially  dilutive common shares.  Weighted
average diluted shares  outstanding  differs from weighted  average basic shares
outstanding solely from the effect of stock options.

(5)  Stock repurchase and retirement program

In June 1999, the Company's  Board of Directors  authorized the Company to spend
up to $20 million to  repurchase  shares of its common stock.  As a result,  the
Company  repurchased 160,300 shares of its common stock during the third quarter
of fiscal 1999 for $1,442,000 and has repurchased an aggregate of 260,300 shares
of its common stock for $2,513,000  since June 1999.

(6)  Recent accounting pronouncements

Accounting for costs of computer software

At the  beginning  of the first  quarter of fiscal  1999,  the  Company  adopted
Statement of Position No. 98-1,  "Accounting for the Costs of Computer  Software
Developed or Obtained for Internal  Use" ("SOP No.  98-1") which  requires  that
certain  costs  incurred  to  develop or obtain  software  for  internal  use be
capitalized.  The  effect  of the  adoption  of SOP No.  98-1  on the  Company's
financial position or results of operations was not material.

Accounting for derivative instruments and hedging activities

In June 1998,  the American  Institute of Certified  Public  Accountants  issued
Statement of Financial  Accounting  Standards No. 133 "Accounting for Derivative
Instruments and Hedging  Activities" ("SFAS No.133").  SFAS No. 133, as amended,
is now effective beginning with the Company's fiscal year 2001 and requires that
an entity  recognize  all  derivatives  as either assets or  liabilities  in its
statement of financial position and measure those instruments at fair value. The
Company has not yet  completed its analysis of the effect of SFAS No. 133 on its
financial statements.

Revenue Recognition in Financial Statements

On December 3, 1999,  the Securities  and Exchange  Commission  issued its Staff
Accounting Bulletin: No. 101, "Revenue Recognition in Financial Statements." The
Company has just begun the process of evaluating  the effect of this bulletin on
its  financial  reporting  policies.  The  bulletin  may  affect  the  Company's
accounting for layaway sales and reporting of leased department operations (such
leased department operations will terminate by the end of fiscal 1999).

(7)  Contingencies

In  February  1999 a lawsuit was filed  against  the Company by nine  individual
plaintiffs  employed at one of the Company's retail stores, who generally allege
discrimination with respect to employment opportunities,  including, among other
things,  discrimination  through  their  constructive  discharge,  failure to be
promoted and failure to be paid wages equal to white  employees.  Two plaintiffs
in this lawsuit have accepted  nominal  consideration  from the Company and have
each filed motions to dismiss with prejudice;  four other  plaintiffs have filed
motions to dismiss with prejudice and the remaining three  plaintiffs  remain in
this action.

Also in February 1999, a lawsuit was filed by 20 named plaintiffs, who generally
allege  that the  Company  discriminated  against  a class  of  African-American
employees at its retail stores through the use of  discriminatory  selection and
compensation  procedures,  and by  maintaining  unequal terms and  conditions of
employment  and  that  the  Company   maintained  a  racially   hostile  working
environment. The plaintiffs in this lawsuit also named Robert M. Goodfriend, the
Company's Chairman and Chief Executive Officer, as a defendant,  and are seeking
to  have  this  action  certified  as a class  action.  By way of  damages,  the
plaintiffs in this action are seeking,  among other things,  injunctive  relief,
back pay and other monetary relief.

In addition,  the Company has been named as the sole  defendant in four separate
actions  instituted  between May 1999 and November 1999.  Three of these actions
are brought by former employees who allege that the Company  retaliated  against
them for opposing unlawful discrimination and the fourth action was brought by a
current employee who alleges that the Company denied promotion  opportunities to
her because of her race. Each of the plaintiffs seek monetary damages, including
lost pay and benefits,  mental and emotional suffering and punitive damages. One
plaintiff  has agreed in  principle,  subject to the  execution  of a definitive
agreement,  to accept a payment  from the  Company  in  exchange  for a release.
Another plaintiff has filed a motion to dismiss with prejudice.

The Company  disputes the claims alleged in these lawsuits and intends to defend
the unresolved claims vigorously.  The Company is unable to estimate the effect,
if any, these lawsuits may have on the Company's  financial  position or results
of operations.

The  Company  is a party to  certain  other  legal  proceedings  arising  in the
ordinary course of its business. Management currently believes that the ultimate
outcome of these other proceedings,  individually and in the aggregate, will not
have a material adverse effect on the Company's financial position or results of
operations.
<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 October  30, 1999 and
October 31, 1998 and the related consolidated  statements of operations and cash
flows for the thirteen and thirty-nine 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 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 30, 1999 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 17,  1999,  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 30, 1999 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
November 16, 1999











<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, (i) weather conditions;  (ii)
the timely  availability of branded and private label  merchandise in sufficient
quantities to satisfy customer  demand;  (iii) customer demand and trends in the
apparel,  shoe and retail industry and to the acceptance of merchandise acquired
for sale by the Company;  (iv) the  effectiveness of advertising and promotional
events;  (v) the impact of competitors'  pricing and store  expansion;  (vi) the
ability  to enter  into  leases  for new  store  locations;  (vii)  the  timing,
magnitude and costs of opening new stores;  (viii) individual store performance,
including new stores;  (ix)  employee  relations;  (x) the Company's  ability to
properly  staff the new shoe  departments  on a timely  basis;  (xi) the general
economic conditions within the Company's markets;  (xii) the Company's financing
plans;  (xiii) trends affecting the Company's  financial condition or results of
operations;  (xiv) the Company's  business and growth  strategies;  and (xv) the
effect of the Year 2000 issue on the Company and third parties who provide goods
and services to the Company. Any "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange Act of 1934, as amended,  which generally can be identified
by the use of  forward-looking  terminology  such as  "may,"  "will,"  "expect,"
"estimate,"  "anticipate,"  "believe," "target," "plan," "project" or "continue"
or the negatives thereof or other variations thereon or similar terminology, are
made on the basis of management's plans and current analysis of the Company, its
business  and the  industry  as a whole.  Readers  are  cautioned  that any such
forward-looking  statement is not a guarantee of future performance and involves
risks and  uncertainties,  and that actual  results may differ  materially  from
those projected in the forward-looking statement as a result of various factors.
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  risk  factors  that  could  potentially  affect  the  Company's
financial  results  may be  found  in the  Company's  public  filings  with  the
Securities  and  Exchange  Commission.  Certain of such  filings may be accessed
through the Securities and Exchange Commission's web site, http://www.sec.gov.

Results of Operations

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

                                                             Thirteen                    Thirty-nine
                                                           Weeks Ended                 Weeks Ended
                                                   October 30,    October 31,    October 30,    October 31,
                                                      1999            1998          1999          1998
                                                   ------------   -----------    -----------   -----------
<S>                                                 <C>              <C>          <C>            <C>

    Sales                                            100.0%          100.0%        100.0%        100.0%
    Cost of sales and occupancy expenses              72.3            74.3          71.4          72.0
                                                     -----           -----         -----         -----
    Gross profit                                      27.7            25.7          28.6          28.0
    Selling, general and administrative expenses      26.9            23.7          25.0          23.8
                                                     -----           -----         -----         -----
    Earnings from operations                           0.8             2.0           3.6           4.2
    Interest expense                                     -             0.1           -             0.1
    Investment income                                  0.2             0.2           0.2           0.2
                                                     -----           -----         -----         -----
    Earnings before income taxes                       1.0             2.1           3.8           4.3
    Provision for income taxes                         0.4             0.8           1.4           1.6
                                                     -----           -----         -----         -----
    Net earnings                                       0.6%            1.3%          2.4%          2.7%
                                                     =====           =====         =====         =====
</TABLE>

Thirteen Weeks Ended October 30, 1999 Compared with Thirteen Weeks Ended
October 31, 1998

Overview - During the third  quarter of fiscal 1999,  the Company  opened 12 new
stores,  relocated one store and closed one store,  bringing the total number of
stores to 280 at October 30, 1999, compared with 246 at October 31, 1998. During
the corresponding  period of the previous fiscal year, the Company opened 13 new
stores,  relocated one store and remodeled one store. Net earnings for the third
quarter  of  fiscal  1999  were  $1,666,000,  or 0.6% of  sales,  compared  with
$3,267,000, or 1.3% of sales, for the third quarter of fiscal 1998.

Sales - Sales for the third  quarter of fiscal  1999 were  $268,078,000,  a 6.7%
increase  over the  $251,335,000  in sales for the third quarter of fiscal 1998.
This  increase  of  $16,743,000  consisted  of  additional  sales  from  new and
transition stores of $27,506,000,  offset by a 4.7% decrease, or $10,763,000, in
comparable  store  sales.  Management  believes  that  this  negative  trend  in
comparable  store sales was due, in part,  to the  difficulty  in balancing  the
Company's  strategies of margin  expansion  and  inventory  reduction and to the
Company's failure to identify certain emerging fashion trends on a timely basis.

From October 1993 to August 1999,  Shoe  Corporation of America,  Inc.  ("SCOA")
operated  shoe  departments  in most of the  Company's  stores  under a  license
agreement  with the Company and the  resulting  shoe sales were  included in the
Company's reported sales. As previously  reported,  on June 14, 1999, SCOA filed
for bankruptcy protection under Chapter 11 in the United States Bankruptcy Court
for the Southern District of Ohio.  Pursuant to the terms of an agreement,  SCOA
removed its shoe  inventory  from the Company's  stores during the first week of
August  1999  and  subsequently,   the  Company  began  stocking  its  own  shoe
departments.  During the third quarter of fiscal 1999, the Company  recorded net
sales of $37,000 from the licensed shoe  departments and $7,192,000 from its own
shoe departments  compared with $9,794,000 from the licensed shoe departments in
the third quarter of fiscal 1998. If all shoe sales were excluded from the third
quarter of fiscal 1999, the Company's overall  comparable store sales would have
decreased 3.5% from the third quarter of fiscal 1998. It is not anticipated that
the Company will achieve an appropriate  shoe inventory mix until February 2000,
the date when the SCOA agreement was originally set to expire.

Gross  Profit  -  Gross  profit  for  the  third  quarter  of  fiscal  1999  was
$74,313,000,  or 27.7% of sales, a $9,767,000  increase over the  $64,546,000 in
gross profit, or 25.7% of sales, generated for the third quarter of the previous
fiscal year.  The 2.0% increase in gross profit,  as a percent of sales,  in the
third  quarter of fiscal  1999  compared  with the third  quarter of fiscal 1998
resulted  from a  decrease  in cost of sales of 2.7%  which was offset by a 0.7%
increase in occupancy  costs.  The decrease in cost of sales was  primarily  the
result of (i) better inventory  management and control,  (ii) a shift from basic
denim to fashion denim products that carry higher margins,  (iii) an increase in
basic denim margins,  (iv) an increase in margins in the women's division offset
by decreases in margins in the men's and junior's  divisions  and (v) a decrease
in the licensed shoe department  sales which carried lower margins combined with
the startup of the Company's own shoe departments  which carried higher margins.
The increase in occupancy costs primarily  resulted from higher rents associated
with new and  relocated  stores  and a decrease  in  comparable  store  sales as
discussed above.

Selling,   General   and   Administrative   Expenses  -  Selling,   general  and
administrative  expenses for the third quarter of fiscal 1999 were  $72,283,000,
or 26.9% of sales,  an increase of  $12,669,000  from  $59,614,000,  or 23.7% of
sales,  for the third  quarter of fiscal  1998.  The 3.2%  increase  in selling,
general  and  administrative  expenses,  as a percent  of  sales,  for the third
quarter of fiscal 1999 compared with the third quarter of fiscal 1998  primarily
resulted  from a 1.6%  increase in payroll  expenses  primarily  relating to the
staffing  of  the  Company's  own  shoe  departments  and  a  0.7%  increase  in
advertising and promotional expenses.

     Interest  Expense - Interest  expense for the third  quarter of fiscal 1999
decreased by $48,000  compared  with the third  quarter of the  previous  fiscal
year.

Investment  Income -  Investment  income for the third  quarter  of fiscal  1999
increased by $279,000  compared  with the third  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 third  quarter of fiscal
1999 was  $999,000,  an effective  tax rate of 37.5% of earnings  before  income
taxes,  compared  with  $1,973,000,  an effective  tax rate of 37.7% of earnings
before income taxes, for the third quarter of the previous fiscal year.

Thirty-Nine Weeks Ended October 30, 1999 Compared with Thirty-Nine Weeks Ended
October 31, 1998

Overview - During the  thirty-nine  weeks ended  October 30,  1999,  the Company
opened 24 new stores,  relocated 13 stores, remodeled four stores and closed one
store,  bringing the total number of stores to 280 at October 30, 1999, compared
with 246 at October 31, 1998.  During the  corresponding  period of the previous
fiscal year, the Company opened 25 new stores,  relocated five stores, remodeled
three stores and closed two stores. Net earnings for the thirty-nine weeks ended
October 30, 1999 were $19,256,000,  or 2.4% as a percent of sales, compared with
$19,693,000,  or 2.7% as a percent of sales,  for the  thirty-nine  weeks  ended
October 31, 1998.

Sales  -  Sales  for  the   thirty-nine   weeks  ended  October  30,  1999  were
$805,269,000,   a  10.7%  increase  over  the  $727,538,000  in  sales  for  the
corresponding  period of the previous  fiscal year. This increase of $77,731,000
consisted of  additional  sales from new and  transition  stores of  $93,570,000
offset by a 2.3% decrease, or $15,839,000, in comparable store sales. During the
thirty-nine  weeks ended  October 30,  1999,  the Company  recorded net sales of
$16,751,000  from the licensed shoe departments and $7,196,000 from its own shoe
departments  compared with $28,339,000 from the licensed shoe departments in the
third  quarter  of  fiscal  1998.  If all  shoe  sales  are  excluded  from  the
thirty-nine weeks ended October 30, 1999, the Company's overall comparable store
sales would have  decreased 1.3% from the  corresponding  period of the previous
fiscal year.

Gross Profit - Gross profit for the thirty-nine weeks ended October 30, 1999 was
$229,984,000, or 28.6% of sales, a $26,374,000 increase over the $203,610,000 in
gross profit, or 28.0% of sales,  generated for the corresponding  period of the
previous fiscal year. The 0.6% increase in gross profit,  as a percent of sales,
for the  thirty-nine  weeks ended October 30, 1999 compared with the thirty-nine
weeks ended  October 31, 1998  resulted from a decrease in cost of sales of 1.0%
which was offset by a 0.4% increase in occupancy  costs. The decrease in cost of
sales was primarily the result of better inventory  management and control.  The
increase in occupancy costs primarily resulted from higher rents associated with
new and relocated  stores and a decrease in comparable  store sales as discussed
above.

Selling,   General   and   Administrative   Expenses  -  Selling,   general  and
administrative  expenses for the  thirty-nine  weeks ended October 30, 1999 were
$200,982,000,  or 25.0% of sales, an increase of $27,832,000 from  $173,150,000,
or 23.8% of sales, for the corresponding period of the previous fiscal year. The
1.2% increase in selling,  general and administrative  expenses, as a percent of
sales,  for the  thirty-nine  weeks ended  October 30,  1999  compared  with the
thirty-nine weeks ended October 31, 1998 primarily resulted from a 0.7% increase
in payroll expenses primarily relating to the staffing of the Company's own shoe
departments and a 0.3% increase in advertising and promotional expenses.

     Interest Expense - Interest expense for the thirty-nine weeks ended October
30, 1999  decreased by $123,000  compared with the  corresponding  period of the
previous fiscal year.

Investment  Income - Investment  income for the thirty-nine  weeks ended October
30, 1999  increased by $558,000  compared with the  corresponding  period 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  thirty-nine  weeks ended
October 30, 1999 was  $11,552,000,  an  effective  tax rate of 37.5% of earnings
before income taxes,  compared with $11,892,000,  an effective tax rate of 37.7%
of earnings before income taxes,  for the  corresponding  period of the previous
fiscal year.

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.  At October  30,  1999,  the  Company's  working  capital was
$103,688,000  compared with  $95,148,000  at October 31, 1998. At the end of the
third  quarter of fiscal 1999,  compared  with the third quarter of the previous
fiscal year,  (i) cash and cash  equivalents  increased  by  $898,000,  (ii) net
property and equipment increased by $12,378,000,  (iii) inventories increased by
$8,465,000 and (iv) accounts payable  decreased by $7,585,000.  The net increase
in inventories  was primarily due to inventories  for new stores offset by lower
inventories on a store by store basis for existing stores. Trade payables,  as a
percent of inventories,  decreased to 60.0% at October 30, 1999 as compared with
64.8% at October 31, 1998.

The Company has a credit  agreement  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 an  aggregate  of  $130,000,000  and
which  expires in May 2001.  The Company is committed to pay (i) interest on the
cash borrowings at a fluctuating  base rate or LIBOR plus an applicable  margin,
(ii)  letter of credit  fees  based on the  number of days a letter of credit is
outstanding  times an applicable fee and (iii) an annual  commitment fee payable
quarterly in advance.  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 and capital expenditures.

At  October  30,  1999,  the  Company  had no cash  borrowings  and  $57,296,000
outstanding  for  letters  of  credit  compared  with  no  cash  borrowings  and
$61,423,000  outstanding  for  letters  of  credit at  October  31,  1998.  Cash
borrowings  averaged  $13,000  (with the highest  balance of $2,000,000 in March
1999) during the thirty-nine  weeks ended October 30, 1999 compared with no cash
borrowings  during the  thirty-nine  weeks ended  October 31,  1998.  Letters of
credit  outstanding  averaged  $52,890,000  during the  thirty-nine  weeks ended
October 30, 1999 compared with  $69,477,000  during the thirty-nine  weeks ended
October 31, 1998. The highest  balance of letters of credit  outstanding  during
the thirty-nine weeks ended October 30, 1999 was $76,941,000 (in September 1999)
compared with $84,090,000 (in September 1998) during the thirty-nine weeks ended
October 31, 1998.

Cash Flows - Operating  activities  used cash of $14,621,000 in the  thirty-nine
weeks ended  October 30, 1999  compared with  $50,783,000  in the  corresponding
period of the previous fiscal year. Cash used for increases in inventory  during
the  thirty-nine  weeks  ended  October  30,  1999  and  October  31,  1998  was
$109,162,000 and $114,717,000,  respectively.  Accounts payable provided cash of
$59,718,000 and $42,983,000 in the thirty-nine  weeks ended October 30, 1999 and
October 31, 1998,  respectively.  Depreciation  and  amortization  expenses were
$12,099,000 and $10,140,000 for the thirty-nine weeks ended October 30, 1999 and
October 31, 1998, respectively.

Cash flows from investing activities reflected a $25,018,000 and $17,584,000 net
use of cash for the  thirty-nine  weeks  ended  October 30, 1999 and October 31,
1998,  respectively.  Cash was used primarily to fund capital  expenditures  for
new, relocated and remodeled stores and for general corporate purposes.

Cash used by financing  activities for the  thirty-nine  weeks ended October 30,
1999  was  $21,384,000  compared  with  cash  provided  of  $31,564,000  for the
corresponding  period of the previous fiscal year. The Company's cash management
program used cash of $18,982,000 in the thirty-nine weeks ended October 30, 1999
compared with cash provided of $23,555,000 for the  corresponding  period of the
previous fiscal year.  During the thirty-nine  weeks ended October 30, 1999, the
Company received $79,000 in cash and realized a tax benefit of $32,000, compared
with $2,966,000 in cash and a tax benefit of $5,043,000 during the corresponding
period of the previous year, from the issuance of common stock upon the exercise
of stock options. In June 1999, the Company's Board of Directors  authorized the
Company to spend up to $20  million to  repurchase  shares of its common  stock.
Accordingly,  the Company  repurchased 160,300 shares of its common stock during
the third quarter of fiscal 1999 for $1,442,000 and has repurchased an aggregate
of 260,300 shares of its common stock for $2,513,000 since June 1999.

Outlook - For the month ended November 30, 1999, the Company's  comparable store
sales  decreased  5.8%  compared  with the same period of the prior year.  In an
effort to maintain  appropriate  inventory  levels,  the  Company's  promotional
activities  during  November  1999  exceeded  what had been  provided for in the
Company's  projected 1999 operating plan and as a result,  the gross margin rate
was below plan and below  November  1998.  Based on this  negative  sales trend,
management is cautious  about the Company's  sales and earnings  outlook for the
fourth quarter of fiscal 1999.

The Company plans to open eight new stores,  relocate or remodel five stores and
close  one store  during  the  fourth  quarter  which  will  complete  its store
expansion plans for fiscal 1999.  Management estimates that capital expenditures
of approximately  $10,000,000 will be required for (i) opening new stores,  (ii)
upgrading existing stores, (iii) distribution center enhancements, (iv) computer
systems  and  equipment  and (v)  for  general  corporate  purposes  during  the
remainder of fiscal 1999. The Company may repurchase  shares of its common stock
from time to time in the open market or in  privately  negotiated  transactions,
depending upon price, prevailing market conditions and other factors.

The Company's  primary needs for capital resources are for the purchase of store
inventories,  capital  expenditures and for normal operating purposes.  Based on
the Company's current growth plans, it is estimated that the existing  Knoxville
distribution  center can efficiently  service its stores through fiscal 2000. In
order to meet the  merchandise  distribution  requirements  beginning  in fiscal
2001,  the Company  plans to acquire or build a new  distribution  facility at a
cost of  approximately  $20,000,000 and is expected to be operational  some time
during fiscal 2001.

Management believes that its existing working capital,  together with 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 through fiscal 2000.

In  February  1999 a lawsuit was filed  against  the Company by nine  individual
plaintiffs  employed at one of the Company's retail stores, who generally allege
discrimination with respect to employment opportunities,  including, among other
things,  discrimination  through  their  constructive  discharge,  failure to be
promoted and failure to be paid wages equal to white  employees.  Two plaintiffs
in this lawsuit have accepted  nominal  consideration  from the Company and have
each filed motions to dismiss with prejudice;  four other  plaintiffs have filed
motions to dismiss with prejudice and the remaining three  plaintiffs  remain in
this action.

Also in February 1999, a lawsuit was filed by 20 named plaintiffs, who generally
allege  that the  Company  discriminated  against  a class  of  African-American
employees at its retail stores through the use of  discriminatory  selection and
compensation  procedures,  and by  maintaining  unequal terms and  conditions of
employment  and  that  the  Company   maintained  a  racially   hostile  working
environment. The plaintiffs in this lawsuit also named Robert M. Goodfriend, the
Company's Chairman and Chief Executive Officer, as a defendant,  and are seeking
to  have  this  action  certified  as a class  action.  By way of  damages,  the
plaintiffs in this action are seeking,  among other things,  injunctive  relief,
back pay and other monetary relief.

In addition,  the Company has been named as the sole  defendant in four separate
actions instituted during May 1999 and November 1999. Three of these actions are
brought by former employees who allege that the Company  retaliated against them
for  opposing  unlawful  discrimination  and the fourth  action was brought by a
current employee who alleges that the Company denied promotion  opportunities to
her because of her race. Each of the plaintiffs seek monetary damages, including
lost pay and benefits,  mental and emotional suffering and punitive damages. One
plaintiff  has agreed in  principle,  subject to the  execution  of a definitive
agreement,  to accept a payment  from the  Company  in  exchange  for a release.
Another plaintiff has filed a motion to dismiss with prejudice.

The Company  disputes the claims alleged in these lawsuits and intends to defend
the unresolved claims vigorously.  The Company is unable to estimate the effect,
if any, these lawsuits may have on the Company's  financial  position or results
of operations.

The  Company  is a party to  certain  other  legal  proceedings  arising  in the
ordinary course of its business. Management currently believes that the ultimate
outcome of these other proceedings,  individually and in the aggregate, will not
have a material adverse effect on the Company's financial position or results of
operations.

Impact of the Year 2000 Issue

The Year 2000 issue is the result of computer  programs  being written using two
digits  rather than four to define the  applicable  year.  Any of the  Company's
computer programs that have  date-sensitive  software may recognize a date using
"00" as the year 1900  rather  than the year 2000.  This could  result in 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.

State of readiness - During fiscal 1998,  the Company  established  an oversight
committee,  consisting of  individuals  from each of its  functional  areas,  to
review  all of the  Company's  computer  systems  and  programs,  as well as the
computer  systems of the third  parties  upon whose  data or  functionality  the
Company relies in any material  respect,  and to assess their ability to process
transactions  in the year 2000.  This  committee  meets  regularly to review the
progress of the Company's Year 2000 compliance  issues. At October 30, 1999, all
internal  systems have been modified to be Year 2000  compliant.  Throughout the
remainder  of 1999 the Company  plans to continue  testing  and  monitoring  its
internal systems for Year 2000 compliance.  In addition, the oversight committee
will continue to meet throughout the remainder of 1999 and into the year 2000 to
review the  progress  of the  Company's  Year 2000  efforts  and to address  any
problems encountered with third parties.

In addition,  the Company has  contacted  its  significant  suppliers  and other
service  providers to determine the extent to which the Company is vulnerable to
those third parties'  failure to remediate their own Year 2000 issues.  Although
most suppliers have responded that they expect to be in substantial  compliance,
there can be no guarantee  that the computer  systems of these third  parties on
which the Company's systems rely will be timely converted,  or that a failure to
convert  by another  company,  or a  conversion  that is  incompatible  with the
Company's systems, would not have a material adverse effect on the Company.

Costs to address Year 2000 issues - Through October 30, 1999, the costs incurred
by the Company for Year 2000 issues  amounted to  approximately  $1,041,000  for
external and existing  internal  resources  that were expensed as incurred.  The
Company's remaining costs for Year 2000 issues are estimated at $239,000,  which
primarily  consist of (i) $170,000 for the purchase of software and hardware and
(ii) $69,000 representing  external and existing internal resources that will be
expensed as incurred.

Risks of Year 2000 issues - The risks  associated  with failing to remediate the
Year 2000 issues include, among other things, temporary disruptions in (i) store
operations,  (ii)  ordering,  receiving  and  distributing  merchandise,   (iii)
services  provided by banks such as credit card  processing  and  authorization,
(iv) communication  services,  (v) city and government services and (vi) utility
services as well as other vital and necessary operations.

Contingency  plans - The  oversight  committee  is  currently  in the process of
developing a contingency plan for each area within the  organization  that could
be affected by the Year 2000 issue.  Although management  currently  anticipates
minimal  business  disruption,  the  failure of either the Company or one of its
major business partners to remediate the Year 2000 issue would have a materially
adverse impact on the Company's business, operations and financial condition.

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 33.7% of the
Company's  annual  sales based on the  Company's  last three  fiscal years ended
January 30,  1999.  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 30, 1999,  inflation has not materially affected the Company's business,
although  there can be no  assurance  that  inflation  will not have a  material
adverse effect on the Company 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

In  February  1999 a lawsuit was filed  against  the Company by nine  individual
plaintiffs  employed at one of the Company's retail stores, who generally allege
discrimination with respect to employment opportunities,  including, among other
things,  discrimination  through  their  constructive  discharge,  failure to be
promoted and failure to be paid wages equal to white employees.  The plaintiffs'
claims were brought under the Civil Rights Act of 1866.  Two  plaintiffs in this
lawsuit have accepted nominal consideration from the Company and have each filed
motions to dismiss with prejudice;  four other  plaintiffs have filed motions to
dismiss with prejudice and the remaining three plaintiffs remain in this action.

Also in February 1999, a lawsuit was filed by 20 named plaintiffs, who generally
allege  that the  Company  discriminated  against  a class  of  African-American
employees at its retail stores through the use of  discriminatory  selection and
compensation  procedures,  and by  maintaining  unequal terms and  conditions of
employment  and  that  the  Company   maintained  a  racially   hostile  working
environment.  The  plaintiffs'  claims were brought under Title VII of the Civil
Rights Act of 1964,  as  amended,  and under the Civil  Rights Act of 1866.  The
plaintiffs  in this  lawsuit  also named  Robert M.  Goodfriend,  the  Company's
Chairman and Chief Executive  Officer,  as a defendant,  and are seeking to have
this action  certified as a class action.  By way of damages,  the plaintiffs in
this action are seeking,  among other things,  injunctive  relief,  back pay and
other monetary relief.

In addition,  the Company has been named as the sole  defendant in four separate
actions  arising under Title VII of the Civil Rights Act of 1964,  and 42 U.S.C.
Section 1981, which were instituted  during May 1999 and November 1999. Three of
these  actions  are  brought by former  employees  who allege  that the  Company
retaliated  against them for  opposing  unlawful  discrimination  and the fourth
action was brought by a current  employee  who alleges  that the Company  denied
promotion  opportunities to her because of her race. Each of the plaintiffs seek
monetary  damages,  including  lost  pay  and  benefits,  mental  and  emotional
suffering and punitive damages.  One plaintiff has agreed in principle,  subject
to the execution of a definitive agreement, to accept a payment from the Company
in exchange for a release.  Another plaintiff has filed a motion to dismiss with
prejudice.

The Company  disputes the claims alleged in these lawsuits and intends to defend
the unresolved claims vigorously.  The Company is unable to estimate the effect,
if any, these lawsuits may have on the Company's  financial  position or results
of operations.

The  Company  is a party to  certain  other  legal  proceedings  arising  in the
ordinary course of its business. Management currently believes that the ultimate
outcome of these other proceedings,  individually and in the aggregate, will not
have a material adverse effect on the Company's financial position or results of
operations.

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 -

               10.72    Split-Dollar  Life Insurance  Agreement  between the
                        Registrant,  Robert and Wendy Goodfriend  Irrevocable
                        Trust, and Robert M. Goodfriend.

              11      Statement re: Computation of Per Share Earnings

              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:    December 9, 1999              /s/ Robert M. Goodfriend
                    ------------------------        ----------------------------
                                                       Robert M. Goodfriend
                                                       Chairman of the Board and
                                                       Chief Executive Officer


             Date:    December 9, 1999              /s/ Harry M. Call
                    ------------------------        ----------------------------
                                                       Harry M. Call
                                                       Director, President and
                                                       Chief Operating Officer



             Date:    December 9, 1999              /s/ Edward R. Carlin
                    ------------------------        ----------------------------
                                                       Edward R. Carlin
                                                       Executive Vice President,
                                                       Chief Financial Officer
                                                       and Secretary
                                                       (Principal Financial
                                                       Officer)



             Date:    December 9, 1999              /s/ David G. Peek
                    ------------------------        ----------------------------
                                                       David G. Peek
                                                       Vice President, Corporate
                                                       Controller and Chief
                                                       Accounting Officer
                                                       (Principal Accounting
                                                       Officer)


<PAGE>