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 April 29, 2000

                                       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, 32,558,980 shares outstanding as of June 7, 2000.

<PAGE>


                              Goody's Family Clothing, Inc.
                                  Index to Form 10-Q
                                    April 29, 2000



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 - 7

         Independent Accountants' Review Report.....................   8

     Item 2 - Management's Discussion and Analysis of Financial Condition and
                Results of Operations...............................   9-12

     Item 3 - Quantitative and Qualitative Disclosures about Market Risk.   13


Part II - Other Information..........................................   13

     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.............................................................  14

<PAGE>

PART 1 - FINANCIAL INFORMATION

Item 1  -  Financial Statements

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

                                                                                   ----------------------------------------
                                                                                            Thirteen Weeks Ended
                                                                                   ----------------------------------------
                                                                                     April 29, 2000         May 1, 1999
                                                                                   -------------------   ------------------
<S>                                                                                  <C>                 <C>

Sales                                                                                      $278,283              $250,749
Cost of sales and occupancy expenses                                                        199,079               177,278
                                                                                           --------              --------
     Gross profit                                                                            79,204                73,471

Selling, general and administrative expenses                                                 72,941                62,154
                                                                                           --------              --------
     Earnings from operations                                                                 6,263                11,317

Interest expense                                                                                 56                    53
Investment income                                                                               642                   578
                                                                                           --------              --------
     Earnings before income taxes                                                             6,849                11,842

Provision for income taxes                                                                    2,568                 4,417
                                                                                           --------              --------
     Earnings before cumulative effect of accounting change                                   4,281                 7,425

Cumulative effect of accounting change, net of tax
   benefit of $124                                                                             (207)                    -
                                                                                           --------              --------
Net earnings                                                                                 $4,074                $7,425
                                                                                           ========              ========
Earnings per common share
     Basic
       Earnings before cumulative effect of accounting change                                 $0.13                 $0.22
       Cumulative effect of accounting change, net of tax                                     (0.01)                    -
                                                                                           --------              --------
       Basic net earnings per share                                                           $0.12                 $0.22
                                                                                           ========              ========
     Diluted
       Earnings before cumulative effect of accounting change                                 $0.13                 $0.22
       Cumulative effect of accounting change, net of tax                                     (0.01)                    -
                                                                                           --------              --------
       Diluted net earnings per share                                                         $0.12                 $0.22
                                                                                           ========              ========

Weighted average common shares outstanding
     Basic                                                                                   32,588                33,333
                                                                                           ========              ========
     Diluted                                                                                 32,804                33,918
                                                                                           ========              ========
</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>

                                                                     April 29, 2000   January 29, 2000       May 1, 1999
                                                                     (unaudited)                              (unaudited)
<S>                                                                       <C>              <C>              <C>

ASSETS
Current Assets
   Cash and cash equivalents                                                $45,944           $97,299            $63,281
   Inventories                                                              232,665           182,894            196,601
   Accounts receivable and other current assets                              16,733            20,352             20,884
                                                                           --------          --------          ---------
        Total current assets                                                295,342           300,545            280,766
Property and equipment, net                                                 118,731           116,892            111,466
Other assets                                                                  5,884             5,856              3,339
                                                                           --------          --------          ---------
         Total assets                                                      $419,957          $423,293           $395,571
                                                                           ========          ========          =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Accounts payable                                                        $134,459          $143,685           $118,014
   Accrued expenses                                                          54,152            52,329             54,669
   Income taxes payable                                                       1,864                 -              4,494
   Current portion of long-term debt                                            318               318                289
                                                                           --------          --------          ---------
        Total current liabilities                                           190,793           196,332            177,466
Long-term debt                                                                    -                 -                318
Other long-term liabilities                                                   4,409             4,345              3,809
Deferred income taxes                                                        11,588            11,610             11,055
                                                                           --------          --------          ---------
        Total liabilities                                                   206,790           212,287            192,648
                                                                           --------          --------          ---------
Commitments and Contingencies

Shareholders' Equity
  Preferred  stock,  par value $1.00 per share;  Authorized - 2,000,000  shares;
    issued and outstanding - none
  Class B Common stock, no par value;
    Authorized - 50,000,000 shares; issued and outstanding - none
  Common stock, no par value;
    Authorized - 50,000,000 shares;
    Issued and outstanding - 32,491,980, 32,799,380
      and 33,333,480 shares, respectively                                    21,911            23,832             28,120
  Paid-in capital                                                             9,531             9,523              9,452
  Retained earnings                                                         181,725           177,651            165,351
                                                                           --------          --------          ---------
       Total shareholders' equity                                           213,167           211,006            202,923
                                                                           --------          --------          ---------
       Total liabilities and shareholders' equity                          $419,957          $423,293           $395,571
                                                                           ========          ========          =========

</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>
                                                                                    -----------------------------------------
                                                                                              Thirteen Weeks Ended
                                                                                    -----------------------------------------
                                                                                      April 29, 2000         May 1, 1999
                                                                                    -------------------   -------------------
<S>                                                                                      <C>                 <C>

Cash Flows from Operating Activities
Net earnings                                                                                 $4,074                $7,425
Adjustments to reconcile net earnings to net cash
  used in operating activities:
     Depreciation and amortization                                                            4,617                 3,782
     Net loss on asset disposals                                                                 49                    75
     Cumulative effect of accounting change                                                     207                     -
     Changes in assets and liabilities:
         Inventories                                                                        (49,771)              (30,914)
         Accounts payable                                                                    16,075                12,353
         Income taxes                                                                         1,116                 4,138
         Other assets & liabilities                                                           9,022                 2,161
                                                                                            --------              -------
             Cash used in operating activities                                              (14,611)                 (980)
                                                                                            --------              -------
Cash Flows from Investing Activities
Acquisitions of property and equipment                                                       (6,534)              (10,534)
Proceeds from sale of property and equipment                                                     29                     -
                                                                                            --------              -------
           Cash used in investing activities                                                 (6,505)              (10,534)
                                                                                            --------              -------
Cash Flows from Financing Activities
Exercise of stock options                                                                        91                    21
Shares repurchased and retired                                                               (2,004)                    -
Changes in cash management accounts                                                         (28,326)              (14,518)
                                                                                            --------              -------
           Cash used in financing activities                                                (30,239)              (14,497)
                                                                                            --------              -------
Net decrease in cash and cash equivalents                                                   (51,355)              (26,011)
Cash and cash equivalents, beginning of period                                               97,299                89,292
                                                                                            --------              -------
Cash and cash equivalents, end of period                                                    $45,944               $63,281
                                                                                            ========              =======
Supplemental Disclosures:
    Income tax payments                                                                        $544                  $130
    Interest payments                                                                            41                    38






</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  for interim  financial  statements.  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 1999 Annual Report
on Form 10-K for its fiscal year ended January 29, 2000.

     (2)......Changes  in accounting  methodology

     As more fully  discussed in the Company's  Current Report on Form 8-K filed
on March 2, 2000,  the Company  changed its  accounting  methodology,  effective
January  30,  2000 (the  first  day of the first  quarter  of fiscal  2000),  to
recognize  the sale and related  gross profit from layaways upon delivery of the
merchandise  to the  customer.  This new  accounting  methodology  for  layaways
reduced  earnings  (before the cumulative  effect of the  accounting  change) by
approximately  $400,000 or $0.01 per diluted share for the thirteen  weeks ended
April  29,  2000.  As  also  disclosed  in  this  Current  Report,  the  Company
retroactively  restated its balance  sheet and statement of operations as of and
for the thirteen weeks ended May 1, 1999 to accrue for sales returns and adopt a
change in accounting  methodology  related to leased  departments in response to
the  Securities and Exchange  Commission's  Staff  Accounting  Bulletin No. 101,
"Revenue Recognition in Financial Statements."

(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) Recent  accounting  pronouncements

Accounting  for  derivative instruments and hedging  activities

     The American Institute of Certified Public Accountants has issued Statement
of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging  Activities" ("SFAS No.133") which, as amended, is effective for the
Company in fiscal 2001.  This  standard  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.

(6) Contingencies

     In February  1999, a lawsuit was filed in the United States  District Court
for the Middle  District  of Georgia and was served on the Company and Robert M.
Goodfriend,  its Chairman and Chief Executive  Officer,  by 20 named plaintiffs,
generally   alleging  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.  The  plaintiffs  further  allege that the
Company  maintained a racially  hostile  working  environment.  The  plaintiffs'
claims are being  brought  under Title VII of the Civil  Rights Act of 1964,  as
amended,  and under the Civil Rights Act of 1866.  The plaintiffs are seeking to
have this action certified as a class action. By way of damages,  the plaintiffs
are seeking, among other things,  injunctive relief (including  restructuring of
the Company's  selection and  compensation  procedures)  as well as back pay, an
award of  attorneys'  fees and costs,  and other  monetary  relief.  The Company
disputes  these claims and intends to defend this matter  vigorously.  It is too
early  to  estimate  the  effect,  if any,  the  above  lawsuit  may have on the
Company's financial position or results of operations.

     In  addition,  the Company is a party to various  other  legal  proceedings
arising  in the  ordinary  course  of its  business.  While  the costs and other
effects of pending  proceedings  could  have a  material  adverse  effect on the
Company's  business,  financial  condition  and  operating  results,  management
currently  believes that the ultimate  outcome of all pending legal  proceedings
(other than the matter noted in the paragraph  above),  individually  and in the
aggregate,  should not have a material adverse effect on the Company's financial
position and 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 April 29, 2000 and May 1,
1999 and the related  consolidated  statements of operations  and cash flows for
the thirteen-weeks then ended. These financial statements are the responsibility
of the Company's management.

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

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

     We have previously audited, in accordance with auditing standards generally
accepted in the United  States of America,  the  consolidated  balance  sheet of
Goody's Family  Clothing,  Inc. and  subsidiaries as of January 29, 2000 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 14,  2000,  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  29, 2000 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.

  /s/
Deloitte & Touche LLP
Atlanta,  Georgia
May 16,  2000

<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 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  acceptable  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 general
economic  conditions within the Company's markets;  (xi) the Company's financing
plans;  (xii) trends affecting the Company's  financial  condition or results of
operations;  (xiii) the success of the new credit card program; (xiv) the impact
of  the  stores'  new  presentation  strategy;   (xv)  the  ability  to  achieve
improvements  in  efficiency  in  merchandise  distribution  through  the second
distribution center, without material start-up problems; and (xvi) the Company's
ability  to  successfully  execute  its  business  plans  and  strategies.   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.

<PAGE>

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
                                                                        April 29, 2000      May 1, 1999
<S>                                                                         <C>                 <C>

    Sales                                                                   100.0%            100.0%
    Cost of sales and occupancy expenses                                     71.5              70.7
                                                                            -----              -----
    Gross profit                                                             28.5              29.3
    Selling, general and administrative expenses                             26.3              24.8
                                                                            -----              -----
    Earnings from operations                                                  2.2               4.5
    Interest expense                                                           -                 -
    Investment income                                                         0.2               0.2
                                                                            -----              -----
    Earnings before income taxes                                              2.4               4.7
    Provision for income taxes                                                0.9               1.7
                                                                            -----              -----
    Net earnings                                                              1.5%              3.0%
                                                                            =====              =====
</TABLE>


     Overview - During the first  quarter of fiscal  2000,  the  Company  opened
eight new stores and closed two stores,  bringing  the total number of stores in
operation  at  quarter  end to 293,  compared  with 267 at the end of the  first
quarter of fiscal 1999. In the corresponding period of the previous fiscal year,
ten new stores were  opened,  seven  stores were  relocated  and two stores were
remodeled. Net earnings for the first quarter of fiscal 2000 were $4,074,000, or
1.5% of sales, compared with $7,425,000, or 3.0% of sales, for the first quarter
of fiscal 1999.

     Sales - Sales for the first  quarter of fiscal 2000 were  $278,283,000,  an
11.0% increase over the  $250,749,000 for the first quarter of fiscal 1999. This
increase of  $27,534,000  consisted of additional  sales from new and transition
stores  partially  offset by a 1.4% decrease in comparable  store sales from the
corresponding  period of the previous fiscal year. The cool weather during April
2000 in most of the Company's markets adversely  affected sales of the Company's
spring season apparel offerings, particularly shorts.

     Gross  profit - Gross  profit  for the first  quarter  of  fiscal  2000 was
$79,204,000,  or 28.5% of sales, a $5,733,000 increase over the $73,471,000,  or
29.3% of sales,  in gross profit for the first  quarter of the  previous  fiscal
year.  The 0.8% decrease in gross profit,  as a percent of sales,  resulted from
(i) a 0.5%  increase  in cost of  sales  primarily  from  increased  promotional
pricing  introduced in an effort to overcome the sluggish  sales noted above and
(ii) a 0.3%  increase  in  occupancy  costs  which were not  leveraged  due to a
shortfall  in  comparable  store  sales and higher  occupancy  costs for new and
relocated stores.

     Selling,  general  and  administrative  expenses  -  Selling,  general  and
administrative  expenses for the first quarter of fiscal 2000 were  $72,941,000,
or 26.3% of sales,  an increase of  $10,787,000  from  $62,154,000,  or 24.8% of
sales, for the first quarter of the previous fiscal year.  Selling,  general and
administrative  expenses increased by 1.5%, as a percent of sales, for the first
quarter of fiscal 2000 compared  with the first  quarter of the previous  fiscal
year and is comprised of (i) a 0.7% increase in store salaries  primarily due to
the new  internally  operated  shoe  departments  and  (ii) a 0.9%  increase  in
advertising and promotional expenses, which were partially offset by (iii) a net
0.1% decrease in all other selling, general and administrative expenses.

     Interest  expense - Interest  expense for the first  quarter of fiscal 2000
increased by $3,000 compared with the first quarter of the previous fiscal year.

     Investment  income - Investment income for the first quarter of fiscal 2000
increased by $64,000 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  2000 was  $2,568,000,  for an  effective  tax rate of 37.5% of  earnings
before income  taxes,  compared  with  $4,417,000,  for an effective tax rate of
37.3% of earnings  before  income  taxes,  for the first quarter of the previous
fiscal year.  The increase in the  effective  tax rate over the first quarter of
the previous fiscal year resulted from state tax law changes.

     Cumulative effect of accounting change - The Company changed its accounting
methodology,  effective  January 30, 2000 (the first day of the first quarter of
fiscal 2000),  to recognize the sale and related gross profit from layaways upon
delivery of the merchandise to the customer.  The cumulative  effect of this new
accounting  methodology for layaways was recorded in the first quarter of fiscal
2000 and reduced  earnings by  $207,000,  net of a tax benefit of  $124,000.  In
addition,  this new accounting methodology for layaways reduced earnings (before
cumulative effect of accounting  change) by approximately  $400,000 or $0.01 per
diluted share for the thirteen weeks ended April 29, 2000.
<PAGE>

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 April 29, 2000,  the  Company's  working  capital was
$104,549,000  compared with $103,300,000 at May 1, 1999. At the end of the first
quarter of fiscal 2000 compared  with the first  quarter of the previous  fiscal
year, (i) cash and cash equivalents decreased by $17,337,000,  (ii) net property
and  equipment   increased  by  $7,265,000,   (iii)  inventories   increased  by
$36,064,000  primarily due to new stores and the addition of internally operated
shoe  departments,  and (iv) accounts  payable  increased by $16,445,000.  Trade
payables,  as a percent of  inventories,  were 57.8% at April 29, 2000  compared
with 60.0% at May 1, 1999.

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  April  29,  2000,  the  Company  had  no  cash  borrowings  and  $62,003,000
outstanding  for  letters  of  credit  compared  with  no  cash  borrowings  and
$43,055,000  outstanding  for letters of credit at May 1, 1999.  Cash borrowings
averaged  $38,000 (with the highest  balance of $2,000,000 in March 1999) in the
first  quarter of fiscal 1999  compared  with no cash  borrowings  for the first
quarter of fiscal  2000.  Letters  of credit  outstanding  averaged  $60,000,000
during the first  quarter of fiscal 2000 compared  with  $44,695,000  during the
first  quarter  of  fiscal  1999.  The  highest  balance  of  letters  of credit
outstanding during the first quarter of fiscal 2000 and 1999 was $67,182,000 (in
April 2000) and $49,454,000 (in February 1999), respectively.

     Cash flows - Operating  activities  used cash of  $14,611,000  in the first
quarter  of fiscal  2000  compared  with  $980,000  in the first  quarter of the
previous fiscal year. Cash used in operating activities during the first quarter
of fiscal 2000 for seasonal  inventory  increases and new stores was $49,771,000
compared with  $30,914,000  for the first  quarter of the previous  fiscal year.
Accounts  payable  provided cash of  $16,075,000  in the first quarter of fiscal
2000 compared  with  $12,353,000  for the first  quarter of the previous  fiscal
year.  Other assets and  liabilities  provided cash of $9,353,000  compared with
$2,161,000 for the first quarter of the previous fiscal year.  Depreciation  and
amortization amounted to $4,617,000 in the first quarter of fiscal 2000 compared
with $3,782,000 for the first quarter of the previous fiscal year.

     Cash flows from  investing  activities for the first quarter of fiscal 2000
reflected a net use of cash  amounting to $6,505,000  compared with  $10,534,000
for the first quarter of the previous  fiscal year.  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 first quarter of fiscal 2000 was
$30,239,000  compared  with  $14,497,000  for the first  quarter of the previous
fiscal year. The Company's cash  management  program used cash of $28,326,000 in
the first quarter of fiscal 2000 compared with $14,518,000 for the first quarter
of the previous fiscal year. The Company received $83,000 in cash and realized a
tax benefit of $8,000 in the first  quarter of fiscal 2000 compared with $18,000
in cash and a tax benefit of $3,000 for the first quarter of the previous fiscal
year  from the  issuance  of  common  stock on  exercise  of stock  options.  In
addition, during the first quarter of fiscal 2000, the Company purchased 323,000
shares  of its  common  stock  for an  aggregate  of  $2,004,000  under  a stock
repurchase  plan  authorized by the  Company's  Board of Directors in June 1999.
(Since inception of the plan, the Company purchased 908,300 shares of its common
stock for an aggregate of $6,511,000.)


     Outlook  - The  Company  plans  to open  approximately  23 new  stores  and
relocate or remodel  approximately  17 stores during the last three  quarters of
fiscal 2000.  Management  estimates that capital  expenditures of  approximately
$48,500,000 will be required for (i) opening new stores, (ii) upgrading existing
stores,  (iii)  opening a new  distribution  center and  upgrading  the existing
distribution  center,  (iv) upgrading computer systems and equipment and (v) for
general corporate purposes during the remainder of fiscal 2000. The Company also
plans to continue  purchasing  shares of its common stock, from time to time, in
the open market or in  privately  negotiated  transactions,  depending on 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.
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.  However, an adverse outcome of
pending  litigation  (as described in "Note (6)  Contingencies"  in the Notes to
Consolidated Financial Statements) could negatively affect working capital.

     Inventories at the end of the first quarter of fiscal 2000 were higher than
the  Company's  business  plan.  In an effort to increase  unit sales and reduce
merchandise   inventories  to  acceptable  levels,  the  Company  increased  its
promotional activities during the first quarter of fiscal 2000 and has continued
such   promotional   activities   into  the  second   quarter  of  fiscal  2000.
Consequently,  financial  results  for the second  quarter and the first half of
fiscal 2000 are expected to be weaker than those reported for the second quarter
and first half of fiscal 1999.

     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  33.2% of the  Company's  annual sales based on the
Company's  last three fiscal years ended  January 29,  2000.  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 29, 2000,  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.

PART II - OTHER  INFORMATION

Item 1 -  Legal  Proceedings  - None

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

Item 3. - Defaults Upon Senior  Securities - None

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

Item 5. - Other  Information  - None

Item 6. -  Exhibits  and  Reports on Form 8-K

a) Exhibits -

     15 -  Accountants'  Awareness  Letter
     27 - Financial Data Schedule

b) Reports on Form 8-K - None


<PAGE>

                     GOODY'S FAMILY CLOTHING,  INC.

                              SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        GOODY'S FAMILY CLOTHING, INC.
                                             (Registrant)

Date: June 13, 2000                     /s/ Robert M. Goodfriend
                                            Robert M.  Goodfriend
                                            Chairman of the Board and Chief
                                            Executive  Officer

Date: June 13, 2000                     /s/ Harry M. Call
                                            Harry M. Call
                                            Director, President and
                                            Chief Operating  Officer

Date: June 13, 2000                     /s/ Lana Cain Krauter
                                            Lana Cain Krauter
                                            President and
                                            Special Assistant to the Chairman

Date: June 13, 2000                     /s/ Edward R.  Carlin
                                            Edward R. Carlin
                                            Executive  Vice  President,
                                            Chief Financial  Officer and
                                            Secretary  (Principal  Financial
                                            Officer)

Date: June 13, 2000                     /s/ David G. Peek
                                            David G. Peek
                                            Vice  President,  Corporate
                                            Controller and Chief Accounting
                                            Officer  (Principal  Accounting
                                            Officer)

<PAGE>