SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q


(Mark One)          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  X                 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 0-24902

                              QUALITY STORES, INC.
             (Exact Name of Registrant As Specified In Its Charter)

  Delaware                                                        42-1425562
 (State of Incorporation)                               (I.R.S. Employer No.)

  455 E. Ellis Road, Muskegon, MI                                   49441
 (Address of Principal Executive Offices)                         (Zip Code)

  Registrant's telephone number, including area code:  (231) 798-8787


                                 Not Applicable
              (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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of April 29, 2000: 100. All of the  registrant's  stock is held
by QSI Holdings, Inc., and is not publicly traded.

<PAGE>
<TABLE>
<CAPTION>
                                           QUALITY STORES, INC.
                                                  INDEX

                                                                                                     PAGE
<S>      <C>                                                                                          <C>

PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

          Condensed consolidated balance sheets, April 29, 2000 (unaudited)
          and January 29, 2000 (audited)...............................................................3

          Condensed  consolidated  statements of operations  (unaudited)
          for the three months ended April 29, 2000 and the three
          months ended May 1, 1999.....................................................................4

          Condensed consolidated statements of cash flows (unaudited) for the
          three months ended April 29, 2000 and May 1, 1999............................................5

          Notes to condensed consolidated financial statements (unaudited).............................6

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS -
          QUALITY STORES, INC..........................................................................9


PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS...........................................................................12

ITEM 2.   CHANGES IN SECURITIES.......................................................................12

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.............................................................12

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........................................12

ITEM 5.   OTHER INFORMATION...........................................................................12

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K............................................................12

INDEX TO EXHIBITS ....................................................................................14

 Exhibit 10.1  Second Amended and Restated Credit Agreement, dated as of May 7,
               1999, as amended by Amendment No. 1, dated as of March 31, 2000
 Exhibit 12    Statement Re:  Computation of Ratio of Earnings to Fixed Charges
 Exhibit 27    Financial Data Schedule (electronic copy only)
 Exhibit 99    Important Factors Regarding Forward-Looking Statements
</TABLE>
                                                   -2-
<PAGE>
<TABLE>
<CAPTION>

QUALITY STORES, INC.
Condensed Consolidated Balance Sheets
(In Thousands, Except Share Data)



                                                                               April 29,          January 29,
                                                                                2000                 2000
                                                                              ----------          -----------
                                                                             (Unaudited)           (Audited)
<S>                                                                           <C>                 <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                   $  4,915            $ 11,029
   Trade receivables, net                                                         9,575               7,742
   Inventory                                                                    456,981             365,383
   Other                                                                         14,360              10,235
                                                                               --------            --------
Total current assets                                                            485,831             394,389
Property, improvements, and equipment, net                                      129,751             123,467
Goodwill, net                                                                   291,410             293,895
Other assets                                                                     12,747              10,712
                                                                               --------            --------
Total assets                                                                   $919,739            $822,463
                                                                               ========            ========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Accounts payable                                                            $193,638            $124,012
   Accrued expenses and other liabilities                                        38,326              56,102
   Current portion of long-term debt and capital lease obligations               22,320              22,371
                                                                               --------            --------
Total current liabilities                                                       254,284             202,485
Long-term debt, less current portion                                            439,105             388,554
Other long-term liabilities                                                       6,734               6,797
                                                                               --------            --------
Total liabilities                                                               700,123             597,836

Stockholder's equity:
   Common stock, $.01 par value:  authorized shares-3,000; issued and
     outstanding shares-100 (wholly owned by QSI Holdings, Inc.)                     --                  --
   Additional paid-in capital                                                   209,377             209,377
   Retained earnings                                                             10,239              15,250
                                                                               --------            --------
Total stockholder's equity                                                      219,616             224,627
                                                                               --------            --------
Total liabilities and stockholder's equity                                     $919,739            $822,463
                                                                               ========            ========




<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                                    -3-
<PAGE>



QUALITY STORES, INC.
Condensed Consolidated Statements of Operations (Unaudited)
(In Thousands, Except Ratio)
                                                        Three Months Ended
                                                   ---------------------------
                                                    April 29,         May 1,
                                                      2000             1999
                                                   -----------      ----------

Net sales                                           $ 274,256        $ 159,136
Cost of sales                                         196,178          111,909
                                                    ---------        ---------
Gross profit                                           78,078           47,227

Selling, general, and administrative expense           70,717           38,345
Merger integration expenses                             1,822               --
Amortization of intangibles                             2,199              985
                                                    ---------        ---------
Operating income                                        3,340            7,897

Interest expense                                       10,722            5,475
                                                    ---------        ---------
Income (loss) before income taxes                      (7,382)           2,422
Income taxes (credit)                                  (2,371)           1,425
                                                    ---------        ---------
Net income (loss) and comprehensive income (loss)   $  (5,011)       $     997
                                                    =========        =========

Ratio (deficiency) of earnings to fixed charges     $  (7,382)           1.4 x
                                                    =========        =========


See accompanying notes to condensed consolidated financial statements.

                                      -4-
<PAGE>
<TABLE>
<CAPTION>
QUALITY STORES, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)

                                                                                Three Months Ended
                                                                            ---------------------------
                                                                             April 29,          May 1,
                                                                                2000            1999
                                                                            ----------        ---------
<S>                                                                        <C>               <C>
Operating Activities
Net income (loss)                                                           $ (5,011)         $    997
Adjustments to reconcile net income to net cash used in operations:
     Depreciation and amortization                                             7,309             2,705
     Changes in operating assets and liabilities                             (45,706)          (19,881)
                                                                            --------          --------
Net cash used in operating activities                                        (43,408)          (16,179)

Investing Activities
Purchases of property, improvements, and equipment                           (19,094)           (4,279)
Acquisitions                                                                      --            (3,426)
Other, net                                                                     7,986                42
                                                                            --------          --------
Net cash used in investing activities                                        (11,108)           (7,663)

Financing Activities
Net borrowings under line of credit                                           53,650            29,675
Payments on long-term debt                                                    (3,150)               --
Other, net                                                                    (2,098)              (47)
                                                                            --------          --------
Net cash provided by financing activities                                     48,402            29,628

Net increase (decrease) in cash and cash equivalents                          (6,114)            5,786
Cash and cash equivalents at beginning of period                              11,029             5,144
                                                                            --------          --------
Cash and cash equivalents at end of period                                  $  4,915          $ 10,930
                                                                            ========          ========


<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                                  -5-

<PAGE>

                              QUALITY STORES, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1. PRESENTATION OF FINANCIAL INFORMATION

Quality Stores, Inc., formerly Central Tractor Farm & Country, Inc., is a wholly
owned subsidiary of QSI Holdings,  Inc., formerly CT Holding, Inc. ("Holdings"),
an affiliate of J.W. Childs Equity Partners,  L.P. ("Childs").  The consolidated
financial  statements  include  Quality  Stores,  Inc.,  and  its  wholly  owned
subsidiary,  Country General,  Inc. ("Country  General"),  as well as the former
Quality  Stores,  Inc.  and its  wholly  owned  subsidiaries,  since the date of
acquisition (hereinafter, collectively, the "Company").

The condensed unaudited  consolidated financial statements have been prepared by
the Company in accordance  with  generally  accepted  accounting  principles for
interim  financial  information and with the instructions for the Securities and
Exchange  Commission's  Form 10-Q and Article 10 of  Regulation  S-X, and do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles for complete  financial  statements.  The  preparation of
financial statements in conformity with generally accepted accounting principles
requires  management to make estimates and  assumptions  that affect the amounts
reported in the financial  statements  and  accompanying  notes.  Actual results
could differ from those estimates.

The condensed unaudited  consolidated  financial statements include the accounts
of the  Company  and its  subsidiaries.  All  material  intercompany  items  and
transactions  have been eliminated in the  consolidation.  In the preparation of
the condensed  unaudited  consolidated  financial  statements,  all  adjustments
(consisting  of normal  recurring  accruals)  have been made which  are,  in the
opinion of  management,  necessary for the fair and consistent  presentation  of
such financial statements. The operating results for the interim periods are not
necessarily indicative of the results that may be expected for the year.

On August 17, 1999,  the Board of Directors of the Company  determined to change
the  Company's  fiscal  year.  The  Company's  fiscal  year  will now end on the
Saturday  closest to January 31. It is suggested  that the  condensed  unaudited
consolidated  financial  statements contained herein be read in conjunction with
the  statements  and notes in the  Company's  Annual Report on Form 10-K for the
fiscal year ended January 29, 2000 ("Form 10-K").

NOTE 2. ACQUISITIONS

On May 7, 1999, the Company acquired Quality Stores, Inc., ("Quality Stores") in
a transaction  in which Quality Stores was merged with and into the Company (the
"Merger").  In connection with the Merger,  the former  shareholders  and option
holders of Quality Stores received, in the aggregate, $111.5 million in cash and
792,430 shares of common stock of Holdings.  In connection with the Merger,  the
Company also repaid  approximately $42.1 million in debt owed by Quality Stores.
The  total  purchase  price  for  Quality  Stores,  including  $4.7  million  of
transaction expenses, was $208.0 million.

Quality Stores, based in Muskegon,  Michigan,  had a strong presence in Michigan
and Ohio and,  at the time of the Merger,  operated a chain of 114 stores,  with
annual sales of approximately $525 million,  which offer merchandise oriented to
farm and  country  living,  including  animal  care  products,  farm  and  ranch
supplies, workwear, and lawn and garden products. In connection with the Merger,
the Company  changed its name from  "Central  Tractor  Farm & Country,  Inc." to
"Quality Stores, Inc." and relocated its headquarters to Muskegon, Michigan. The
Company will continue to operate stores primarily under the Central Tractor Farm
& Country,  Country General,  and Quality Farm & Fleet names.  Since the merger,
new stores  opened are  operating  under the Quality  Farm & Country  name.  The
Company  expects to convert all of the stores  over time to the  Quality  Farm &
Country name.

The non-cash portion of the Merger  consideration was contributed to the Company
by Holdings  (which,  in  connection  with the  Merger,  changed its name to QSI
Holdings, Inc.). The Company funded the cash portion of the Merger consideration
and various fees and expenses  associated with the Merger from funds drawn under
an amendment and  restatement of the Company's  Credit  Agreement,  dated May 7,
1999, with Fleet National Bank, as administrative agent for the banks, financial
institutions,  and other  institutional  lenders  party thereto (the "New Credit
Facility").

                                      -6-
<PAGE>

The  acquisition  of Quality Stores has been accounted for as a purchase and the
results of  operations of Quality  Stores has been included in the  consolidated
financial  statements  from  the date of  purchase.  The  estimated  cost of the
acquisition over the estimated fair value of the underlying  tangible net assets
is as follows (in thousands):

        Cost of acquiring Quality Stores capital stock          $208,043

        Fair value of underlying tangible net assets acquired     44,074
                                                                --------

        Excess of cost of acquisition over the allocated fair
        value of the underlying tangible net assets             $163,969
                                                                ========


NOTE 3. PRO FORMA RESULTS

The pro forma results of operations  presented below are based on the historical
financial statements of the Company included in this Form 10-Q, adjusted to give
effect to: (i) the  acquisition  of Quality  Stores by the  Company and (ii) the
debt  financing  arrangements  executed in connection  with the  acquisition  of
Quality Stores, as though these transactions had occurred on January 31, 1999.

Pro forma  adjustments  to the  historical  financial  statements are based upon
available data and certain assumptions that the Company believes are reasonable.
The pro forma  results  of  operations  are not  necessarily  indicative  of the
Company's results of operations that might have occurred had the  aforementioned
transactions been completed as of the date indicated above and do not purport to
represent what the Company's consolidated results of operations might be for any
future period or date.


          Pro Forma Results of Operations
          (In Thousands)
                                                           Three Months
                                                               Ended
                                                            May 1, 1999
                                                           -------------

        Net Sales                                           $  289,018
        Operating Income                                         8,667
        Net (loss) income                                       (1,305)
        Ratio (deficiency) of earnings to fixed charges           (811)



                                      -7-
<PAGE>

NOTE 4.  AMENDED CREDIT FACILITY

On May 7, 1999,  the  Company  amended  its bank  credit  facility  to allow for
borrowings up to $320.0  million,  consisting  of $220.0  million under two term
loan  facilities  (Tranche  A and  B)  and a  $100.0  million  revolving  credit
facility.  On March 31,  2000,  this  credit  facility  was  further  amended to
increase total available borrowings to $374.6 million,  including $214.6 million
under the term loan  facilities  and $160.0  million of  revolving  credit  debt
(collectively, the Amended Credit Facility). The amendment also added provisions
for seasonal "clean down" periods for the revolving  credit facility and amended
certain covenants.

The  Tranche A term  loan  under the  Amended  Credit  Facility  is  payable  in
quarterly  installments  of $5.0 million  through  October 31,  2004,  while the
Tranche B term loan has quarterly principal installments of $0.4 million through
January 31, 2004,  that increase to $9.6 million  through  January 31, 2005, and
then to $15.1 million  through April 30, 2006. The revolving  credit debt is due
in full on October  30,  2006.  The Company is also  required to make  mandatory
prepayments on the term loan facilities based on the Company's excess cash flow,
as defined.

Borrowings  under the Amended  Credit  Facility are secured by all assets of the
Company and bear  interest at the prime or eurodollar  rates plus a margin.  The
revolving  credit  agreement  is also  subject to a 0.5%  commitment  fee on its
unused portions.  The Amended Credit Facility  contains certain  covenants which
require the Company to maintain  certain  financial  ratios and also  restricts,
among other  things,  the payment of dividends,  incurrence of additional  debt,
capital expenditures, mergers and acquisitions, and the disposition of assets.



                                      -8-
<PAGE>

                              QUALITY STORES, INC.


Certain statements in this Report may contain "forward-looking"  information (as
defined  in  the  Private  Securities   Litigation  Reform  Act  of  1995).  All
forward-looking  statements involve  uncertainty,  and actual future results and
trends may differ materially depending on a variety of factors. For a discussion
identifying some important  factors that could cause actual results or trends to
differ  materially  from those  anticipated  in the  forward-looking  statements
contained herein, please see Exhibit 99 to this Report.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

First Quarter of Fiscal 2000 Compared to First Quarter of Fiscal 1999

Net sales for the first quarter of fiscal 2000 were $274.3 million,  an increase
of $115.2  million,  or 72.4%, as compared to net sales for the first quarter of
fiscal 1999 of $159.1  million.  This  increase was  primarily due to sales from
stores  acquired in the Quality  Stores  acquisition  in May 1999 and new stores
opened since the end of the first  quarter of fiscal 1999,  offset by a decrease
in comparable store sales and stores closed during fiscal 1999. Comparable store
sales,  including  comparable stores acquired in the Quality Stores  acquisition
during 1999,  decreased  8.9% in the first quarter of fiscal 2000 as compared to
the first quarter of fiscal 1999. The decrease was primarily the result of cold,
wet weather  conditions  during the month of April 2000 in the Company's markets
as well as  unusually  high sales of  generators  during  fiscal 1999 related to
preparations for potential "year 2000" problems.

Gross profit for the first quarter of fiscal 2000 was $78.1 million, an increase
of $30.9 million or 65.5%, as compared to $47.2 million for the first quarter of
fiscal 1999,  principally as a result of the margin on the increase in net sales
discussed  above.  Gross profit as a percentage of net sales  decreased to 28.5%
for the first quarter of fiscal 2000, as compared to 29.7% for the first quarter
of fiscal 1999. The decrease in gross profit percentage is attributable to sales
derived from Quality Stores, which historically  operated at a lower margin than
those  experienced  by the Company prior to the  acquisition.  These margins are
expected to improve with the completion of the integration of the acquisition.

Selling,  general and  administrative  (SGA)  expenses for the first  quarter of
fiscal  2000 were $70.7  million,  an increase of $32.4  million,  or 84.6%,  as
compared  to the first  quarter  of fiscal  1999.  This  increase  is due to the
expenses  related to the stores  acquired from Quality Stores during fiscal 1999
and the  expenses  related to the new stores  opened  since the end of the first
quarter of fiscal 1999. SGA expenses as a percentage of net sales were 25.8% for
the first  quarter of fiscal 2000 as compared to 24.1% for the first  quarter of
fiscal  1999,  due  principally  to the decrease in  comparable  store sales and
higher  expenses as a percentage of sales in the new stores opened since the end
of the first quarter of fiscal 1999.

Merger and  integration  expenses were $1.8 million  during the first quarter of
fiscal 2000. The merger integration expenses relate to the costs associated with
the merger of Quality Stores into the Company. The merger of Quality Stores into
the Company was substantially complete at the end of the first quarter of fiscal
2000, and management expects any additional merger integration  expenses will be
minimal.

Amortization  of intangibles  increased to $2.2 million for the first quarter of
fiscal 2000,  as compared to $1.0 million for the first  quarter of fiscal 1999.
The increase is due to the  amortization  of goodwill  recognized as part of the
Quality Stores acquisition.

Operating  income  for the first  quarter  of fiscal  2000 was $3.3  million,  a
decrease of $4.6  million,  or 58.2%,  as compared to $7.9 million for the first
quarter of fiscal 1999.  Operating income as a percentage of net sales decreased
to 1.2% for the first  quarter of fiscal 2000 from 5.0% for the first quarter of
fiscal 1999. The decrease was the result of the factors discussed above.

Interest  expense  increased  to $10.7  million for the first  quarter of fiscal
2000,  as compared to $5.5  million for the first  quarter of fiscal  1999.  The
increase  is due  principally  to  additional  borrowings  used to  finance  the
acquisition of Quality  Stores as well as an increase in average  interest rates
between years.

                                      -9-
<PAGE>

Income taxes for the first quarter of fiscal 2000 were a credit of $2.4 million,
compared to a $1.4 million provision for the first quarter of fiscal 1999. First
quarter  income taxes as a percentage  of pretax  earnings  (loss) were 32.1% in
2000, compared to 58.8% in 1999. Goodwill amortization,  which is not deductible
for income tax  purposes,  has a significant  effect on the Company's  effective
income tax rate.

Net loss for the first quarter of fiscal 2000 was $5.0 million,  as compared net
income of $1.0 million for the first  quarter of fiscal 1999, as a result of the
factors discussed above.


Amended Credit Facility

On March 31, 2000, the Company's  Amended Credit Facility was further amended to
increase total available borrowings to $374.6 million,  including $214.6 million
under the term loan facilities and $160.0 million of revolving  credit debt. The
amendment  also added  provisions  for  seasonal  "clean  down"  periods for the
revolving credit facility and amended certain covenants.


                                      -10-
<PAGE>

Liquidity and Capital Resources

In addition to cash to fund  operations,  the  Company's  primary  on-going cash
requirements are those necessary for the Company's expansion program,  including
inventory purchases and capital  expenditures,  and debt service.  The Company's
primary  sources  of  liquidity  have  been  funds  provided  from   operations,
borrowings  under  the  Company's  revolving  and term  credit  facilities,  and
short-term trade credit.

On April 29, 2000, the Company had working  capital of $231.5  million,  a $39.6
million  increase  from working  capital of $191.9  million on January 29, 2000.
This increase resulted  primarily from a $91.6 million aggregate increase in the
Company's  inventory,  partially  offset by a $51.9 million increase in accounts
payable and accrued  expenses.  The increases in the Company's  accounts payable
and inventory are due primarily to the Company's new store expansion program for
fiscal 2000 and the normal  seasonal  inventory  increase in anticipation of its
spring selling season.

Net cash used in  operating  activities  was $43.4  million for the three months
ended April 29, 2000. This was a increase of $27.2 million from the three months
ended May 1, 1999,  during  which  $16.2  million of cash was used in  operating
activities.  This  increase  resulted  primarily  from an increase in  inventory
during the first three  months of fiscal 2000 as compared to a smaller  increase
during the same period in the prior year.  The  Company's  capital  expenditures
were $19.1  million and $4.3  million for the three months ended April 29, 2000,
and May 1, 1999,  respectively.  The increase is primarily  attributable  to the
Company's new store expansion program and merger-related capital expenditures in
fiscal 2000.

The  Company  anticipates  that its  principal  uses of cash in the  foreseeable
future will be working  capital  requirements,  debt service  requirements,  and
capital  expenditures.  Based upon current and anticipated levels of operations,
the Company believes that its cash flow from  operations,  together with amounts
available  under the  Amended  Credit  Facility,  will be  adequate  to meet its
anticipated  requirements for working  capital,  and debt service through fiscal
2000.  The  Company  expects  that  if it  were to  pursue  further  significant
acquisitions,  it would arrange prior to the acquisitions any additional debt or
equity financing  required to fund the acquisitions.  There can be no assurance,
however,  that the Company's business will continue to generate  sufficient cash
flow from  operations in the future to service its debt,  and the Company may be
required  to  refinance  all or a  portion  of its  existing  debt or to  obtain
additional  financing  or to  reduce  its  capital  spending.  There  can  be no
assurance  that any such  refinancing  would be possible or that any  additional
financing could be obtained.  The inability to obtain additional financing could
have a material adverse effect on the Company.


Seasonality

Unlike many specialty retailers, historically the Company has generated positive
operating  income in each of its four  fiscal  quarters.  However,  because  the
Company is an agricultural  specialty retailer,  its sales necessarily fluctuate
with the seasonal needs of the agricultural  community.  The Company responds to
this  seasonality by attempting to manage  inventory  levels (and the associated
working capital  requirements) to meet expected demand and by varying its use of
part-time employees. Historically, the Company's sales and operating income have
been  highest  in the  second  quarter of each  fiscal  year due to the  farming
industry's  planting season and the sale of seasonal  products.  Working capital
needs are highest during the first quarter.  The Company expects these trends to
continue for the foreseeable future.


Inflation

Management  does not believe its  operations  have been  materially  affected by
inflation.


                                      -11-
<PAGE>


                              QUALITY STORES, INC.

                           PART II. OTHER INFORMATION



ITEM 1.   LEGAL PROCEEDINGS...............................................None

ITEM 2.   CHANGES IN SECURITIES...........................................None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.................................None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............None

ITEM 5.   OTHER INFORMATION...............................................None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  EXHIBITS - See Index to Exhibits Included Elsewhere Herein



                                      -12-
<PAGE>

                                   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.

Date:  6-13-00                     QUALITY STORES, INC.



                                   /s/ Denny L. Starr
                                   Denny L. Starr
                                   Senior Vice-President, Finance and
                                   Chief Financial Officer


                                      -13-
<PAGE>




                              QUALITY STORES, INC.

                                INDEX TO EXHIBITS


EXHIBIT 10.1   Second Amended and Restated Credit Agreement, dated as of May 7,
               1999, as amended by Amendment No. 1, dated as of March 31, 2000

EXHIBIT 12     Statement Re:  Computation of Ratio of Earnings of Fixed Charges

EXHIBIT 27     Financial Data Schedule (electronic copy only)

EXHIBIT 99     Important Factors Regarding Forward-Looking Statements