SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q



(Mark One)
|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended May 5, 2001

                                    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 May 5, 2001: 100. All of the  registrant's  stock is held by
QSI Holdings, Inc., and is not publicly traded.

                                      -1-
<PAGE>
                              QUALITY STORES, INC.
                                      INDEX

                                                                            PAGE
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         Condensed  consolidated  balance sheets as of the three months
         ended May 5, 2001 (unaudited) and the three months ended
         February 3, 2001 (audited)............................................3

         Condensed  consolidated  statements of operations  (unaudited)
         for the three months ended May 5, 2001, and the three months
         ended April 29, 2000 .................................................4

         Condensed  consolidated  statements of cash flows  (unaudited)
         for the three months ended May 5, 2000, and the three months
         ended April 29, 2000..................................................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...................................................7

ITEM 3.  QUANTITATIVE AND QUALITATIVE  DISCLOSURES ABOUT MARKET RISK
         (See "Market Risk" Section of Item 2.)


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS....................................................10

ITEM 2.  CHANGES IN SECURITIES................................................10

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES......................................10

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................10

ITEM 5.  OTHER INFORMATION....................................................10

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.....................................10

INDEX TO EXHIBITS ............................................................12

                                      -2-
<PAGE>
<TABLE>
<CAPTION>

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



                                                                             May 5,                February 3,
                                                                              2001                    2001
                                                                          ------------            ------------
                                                                           (Unaudited)              (Audited)
<S>                                                                       <C>                     <C>
ASSETS
Current assets:
   Cash and cash equivalents                                               $   5,211               $   3,382
   Receivables, net                                                           13,939                   9,955
   Inventory                                                                 368,610                 325,116
   Other current assets                                                       14,645                  10,554
                                                                           ---------               ---------
Total current assets                                                         402,405                 349,007
Property, improvements, and equipment, net                                   129,720                 134,256
Goodwill, net                                                                284,326                 286,241
Other assets                                                                  24,389                  24,235
                                                                           ---------               ---------
Total assets                                                               $ 840,840               $ 793,739
                                                                           =========               =========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Accounts payable                                                        $ 164,965               $ 132,319
   Accrued expenses and other liabilities                                     39,456                  42,507
   Current portion of long-term debt and capital lease obligations            22,051                  22,039
                                                                           ---------               ---------
Total current liabilities                                                    226,472                 196,865
Revolving line of credit                                                     132,850                 121,200
Other long-term debt, less current portion                                   271,897                 275,496
Other long-term liabilities                                                    8,990                   8,727
                                                                           ---------               ---------
Total liabilities                                                            640,209                 602,288

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                                                241,877                 226,877
   Accumulated deficit                                                       (41,246)                (35,426)
                                                                           ---------               ---------
Total stockholder's equity                                                   200,631                 191,451
                                                                           ---------               ---------
Total liabilities and stockholder's equity                                 $ 840,840               $ 793,739
                                                                           =========               =========




<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
                                                       -------------------------
                                                         May 5,       April 29,
                                                          2001          2000
                                                       ---------      ---------

Net sales                                              $ 185,991      $ 274,256
Cost of sales                                            126,835        196,178
                                                       ---------      ---------
Gross profit                                              59,156         78,078

Selling, general, and administrative expense              55,366         70,717
Merger integration expenses                                   --          1,822
Amortization of intangibles                                1,955          2,199
                                                       ---------      ---------
Operating income                                           1,835          3,340

Interest expense                                          10,877         10,722
                                                       ---------      ---------
Loss before income tax credit                             (9,042)        (7,382)
Income tax credit                                         (3,222)        (2,371)
                                                       ---------      ---------
Net loss and comprehensive loss                        $  (5,820)     $  (5,011)
                                                       =========      =========

Deficiency of earnings to fixed charges                $  (9,042)     $  (7,382)
                                                       =========      =========

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
                                                                                   ------------------------------
                                                                                     May 5,             April 29,
                                                                                      2001                 2000
                                                                                   ----------           ---------
<S>                                                                               <C>                  <C>
Operating Activities
Net loss                                                                           $ (5,820)            $ (5,011)
Adjustments to reconcile net loss to net cash used in operating activities:
     Depreciation and amortization                                                    4,728                5,110
     Amortization of intangibles                                                      1,955                2,199
     Amortization of deferred financing costs                                           608                  449
     Changes in operating assets and liabilities:
         Receivables                                                                 (3,984)              (1,833)
         Inventory                                                                  (43,494)             (91,598)
         Accounts payable                                                            32,646               69,626
         Other                                                                       (7,142)             (21,901)
                                                                                   --------             --------
Net cash used in operating activities                                               (20,503)             (42,959)

Investing Activities
Purchases of property, improvements, and equipment                                     (192)             (19,094)
Other, net                                                                               --                7,986
                                                                                   --------             --------
Net cash used in investing activities                                                  (192)             (11,108)

Financing Activities
Capital contribution from parent                                                     15,000                   --
Net borrowings under revolving line of credit                                        11,650               53,650
Payments on long-term debt                                                           (3,599)              (3,150)
Deferred financing costs                                                               (805)              (1,986)
Other, net                                                                              278                 (561)
                                                                                   --------             --------
Net cash provided by financing activities                                            22,524               47,953

Net increase (decrease) in cash and cash equivalents                                  1,829               (6,114)
Cash and cash equivalents at beginning of period                                      3,382               11,029
                                                                                   --------             --------
Cash and cash equivalents at end of period                                         $  5,211             $  4,915
                                                                                   ========             ========


<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
condensed  consolidated  financial  statements include Quality Stores, Inc., and
its wholly owned subsidiaries (hereinafter, collectively, the "Company").

The condensed unaudited  consolidated financial statements have been prepared by
the Company in accordance with accounting  principles  generally accepted in the
United States 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
accounting  principles  generally  accepted  in the United  States for  complete
financial statements. The preparation of financial statements in conformity with
accounting   principles   generally  accepted  in  the  United  States  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.

The  Company's  fiscal  year ends 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  ("Form  10-K") for the fiscal year ended
February 3, 2001 ("Fiscal 2000").

NOTE 2.     NONRECURRING CHARGES

On  January  29,  2001,  a  plan  was  approved  to  reorganize   the  Company's
distribution  network.  The  reorganization  includes  the closure of six of the
Company's satellite distribution  facilities and a full-line distribution center
in Des  Moines,  Iowa,  including  the  elimination  of 110  positions  in those
facilities.  The closures will be fully  completed by July 2001.  Liabilities of
$4.6 million for remaining occupancy  obligations and $0.3 million for severance
payments to terminated  employees were recorded as of the plan's  approval date.
As of May 5, 2001,  $0.6  million had been  incurred and charged  against  these
liabilities  ($0.2 million in the first quarter of 2001),  and  approximately 79
employees remained in the facilities being closed.

Primarily  during the fourth quarter of fiscal 2000, the Company  terminated the
employment  of 10 executive  and 45  administrative  personnel at its  corporate
headquarters.  Severance  liabilities  of $2.3 million  were  recorded as of the
employee  termination  dates in fiscal 2000. As of May 5, 2001,  $1.4 million of
severance  payments had been made and charged  against these  liabilities  ($0.6
million in the first quarter of 2001).

NOTE 3.     FINANCIAL INSTRUMENTS

Effective   February  4,  2001,  the  Company  adopted  Statement  of  Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative  Instruments and
Hedging  Activities".  The standard requires that all derivative  instruments be
recorded  on the  balance  sheet at fair  value  and  establishes  criteria  for
designation  and  effectiveness  of hedging  relationships.  At May 5, 2001, the
Company  had an  interest  rate cap  agreement  with a notional  amount of $65.0
million  that expired on May 10, 2001.  Due to the short  remaining  life of the
agreement,  the  cumulative  effect  of  adopting  SFAS  No.  133 did not have a
material  effect on the Company's  balance sheet or operations as of and for the
three-month period ended May 5, 2001.

                                      -6-
<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 2001 Compared to First Quarter of Fiscal 2000

Net sales for the first quarter of fiscal 2001 were $186.0  million,  a decrease
of $88.3  million,  or 32.2% as compared  to net sales for the first  quarter of
fiscal 2000 of $274.3 million.  This decrease was primarily due to a decrease in
comparable store sales and stores closed during fiscal 2000, partially offset by
new stores  opened  since the first  quarter  of 2000.  Comparable  store  sales
decreased  31.8% in the first  quarter of fiscal  2001 as  compared to the first
quarter of fiscal  2000.  The  decrease  was  primarily  the result of (1) lower
customer  purchases of  "big-ticket"  power  equipment,  reflecting  an economic
slowdown and a deliberate  reduction of sales efforts by the Company  related to
these  and other  lower-margin  product  lines,  (2) fewer  sales  generated  by
advertising and related  promotional  pricing as part of the Company's change in
advertising  strategy,  (3)  weather-related  delays in the start of the  spring
selling  season  compared  to the first  quarter  of fiscal  2000,  particularly
affecting lawn and garden sales, and (4) out-of-stock  issues experienced during
the first  quarter of 2001.  The company  improved  its  percentage  of in-stock
inventory by 15% by the end of the first  quarter as vendors  gradually  resumed
normal  shipping  patterns  subsequent to the amendment of the Company's  credit
facility (see "Amended Credit Facility" below).

<TABLE>
<CAPTION>
The Company's  overall  sales  decrease in the first quarter of 2001 compared to
2000 is summarized as follows:
     <S>                                                                                     <C>
     Sales decline due to closure of underperforming stores after the first quarter of 2000   $   8.7
     Incremental sales from new stores opened during 2000                                        (2.4)
     Sales decline due to reduced emphasis of certain low-margin categories, including
     power equipment                                                                             29.6
     Sales decline due to reduction in promotional pricing                                       26.3
     Decrease in sales related to spring weather delays and out-of-stocks                        26.1
                                                                                              -------
                                                                                              $  88.3
                                                                                              =======
</TABLE>
Gross profit for the first quarter of fiscal 2001 was $59.2 million,  a decrease
of $18.9 million,  or 24.2%,  as compared to $78.1 million for the first quarter
of fiscal 2000, principally as a result of the sales decrease noted above. Gross
profit as a percentage of net sales  increased to 31.8% for the first quarter of
fiscal  2001,  as compared to 28.5% for the first  quarter of fiscal  2000.  The
increase in gross profit  percentage is  attributable  to (1) the elimination of
less  profitable  stock-keeping  units (SKU's) as part of the Company's  ongoing
assortment  review,  (2) reductions in promotional  pricing  associated with the
Company's reduced emphasis on advertising, and (3) tight control of distribution
costs, including a slight benefit in the first quarter from the consolidation of
the distribution  network,  which was  substantially  complete at the end of the
first  quarter.  The  company  expects  to  receive  greater  benefit  from  the
distribution  reorganization  in  subsequent  quarters.  This  increase in gross
profit  percentage was partially  offset by sales of older  inventory at reduced
margins in the first quarter of 2001.

Selling,  general,  and  administrative  (SGA) expenses for the first quarter of
fiscal  2001 were $55.4  million,  a decrease  of $15.3  million,  or 21.6%,  as
compared to SGA expenses for the first quarter of fiscal 2000 of $70.7  million.
This  decrease  is a result of cost  reductions  either  planned  as part of the
Company's new operating strategies or implemented in response to the lower sales
activity. Specifically, the decline in SGA expenses is summarized as follows:

                                      -7-
<PAGE>
<TABLE>
<CAPTION>
    <S>                                                                                      <C>
     Reduction of store operating expenses due to lower sales and net store closings          $   7.9
     Reduction in advertising expenses due to the Company's strategic reduction in
     mass-distribution advertising flyers                                                         4.0
     Reduction of corporate payroll                                                               1.7
     Reduction of other operating expenses                                                        1.7
                                                                                              -------
                                                                                              $  15.3
                                                                                              =======
</TABLE>
SGA  expenses  increased  as a  percentage  of net  sales to 29.8% for the first
quarter of fiscal 2001 as compared to 25.8% for the first quarter of fiscal 2000
because of the lower sales volume for the first quarter of fiscal 2001.

There were no merger and integration expenses during the first quarter of fiscal
2001,  compared to charges of $1.8 million for the first quarter of fiscal 2000.
These  merger and  integration  expenses  related to costs  associated  with the
Quality Stores acquisition,  which was substantially  complete at the end of the
first quarter of fiscal 2000.

Operating  income  for the first  quarter  of fiscal  2001 was $1.8  million,  a
decrease of $1.5 million as compared to operating income of $3.3 million for the
first  quarter of fiscal 2000.  Operating  income as a  percentage  of net sales
decreased  to 1.0% for the first  quarter of fiscal 2001 from 1.2% for the first
quarter of fiscal 2000.  The  decrease was a result of the factors  noted above,
principally  the decline in  comparable  store sales offset by reductions in SGA
expenses.

Interest  expense  increased  to $10.9  million for the first  quarter of fiscal
2001, as compared to $10.7  million for the first  quarter of fiscal 2000.  This
modest increase is due to higher  borrowings under the Company's  revolving line
of credit in the first  quarter of 2001  compared to the first  quarter of 2000,
partially offset by a decrease in the Company's  average borrowing rates between
the two periods.

The  credit  for  income  taxes for the first  quarter  of fiscal  2001 was $3.2
million,  compared to a credit of $2.4  million for the first  quarter of fiscal
2000. The first quarter income tax credit as a percentage of the pretax loss was
35.6% in 2001, and 32.1% in 2000. Goodwill amortization, which is not deductible
for income tax  purposes,  has a significant  effect on the Company's  effective
income tax rate.

The net loss for the first quarter of fiscal 2001 was $5.8 million,  compared to
a net loss of $5.0 million for the first  quarter of fiscal 2000, as a result of
the factors discussed above.

Amended Credit Facility

At  February  3,  2001,  the  Company  had a bank  credit  agreement  for  which
borrowings totaled $189.4 million under two term loan facilities  (Tranche A and
B) and $121.2 million under a revolving credit  agreement.  On February 6, 2001,
contemporaneous  with an equity  infusion of $15.0 million,  an amendment to the
bank credit agreement (the "Amended Credit  Agreement")  increased the Company's
maximum revolving credit  availability to $160.0 million,  through a combination
of revolving credit  borrowings up to $150.0 million and letters of credit up to
$15.0 million.  (The combination is limited to $160.0 million in the aggregate.)
The amendment also eliminated certain covenants for the period ended February 3,
2001, and adjusted such covenants for periods thereafter.

The Amended  Credit  Agreement  requires a reduction of the revolving  credit to
$130.0  million for 30  consecutive  days during the period from July 1, 2001 to
September 30, 2001. Thereafter,  no specific reductions will be required for the
remaining period of the revolving credit facility, which extends through October
31, 2004. The revolver balance will continue to be governed through the ratio of
senior debt to inventory.

The Tranche A term loan is payable in alternating quarterly installments of $2.5
million and $7.5 million through April 30, 2004 and final quarterly installments
of $11.25 million and $0.9 million  through October 31, 2004. The Tranche B term
loan  requires  alternating  quarterly  installments  of $0.2  million  and $0.5
million through October 31, 2004 and then alternating quarterly  installments of
$28.4 million and $5.5 million  through April 30, 2006.  The Company is required
to make  mandatory  prepayments  based on the  Company's  excess  cash flow,  as
defined,  or upon the sale of  certain  assets  or the  issuance  of  additional
equity.

Borrowings  under the Amended Credit  Agreement are secured by all assets of the
Company and bear  interest at the prime or eurodollar  rates plus a margin.  The
revolving  credit debt is also  subject to a 0.5%  commitment  fee on its unused
portion. The Company's long-term borrowing  agreements contain covenants,  which
require  the  Company  to  maintain  certain  other  financial  ratios  and also
restrict, among other things, the payment of dividends, incurrence of

                                      -8-
<PAGE>

additional  debt,  capital  expenditures,  mergers  and  acquisitions,  and  the
disposition  of assets.  The Company has made all debt payments and has complied
with all bank covenants since February 3, 2001.

Liquidity and Capital Resources

The Company's  principal  ongoing cash  requirements are those necessary to fund
its  operations  and meet its debt service  obligations.  The Company's  primary
sources of  liquidity  have been funds  generated  from  operations,  borrowings
pursuant to its revolving and term credit  facilities,  short-term trade credit,
and additional equity investments.

On May 5, 2001,  the  Company  had working  capital of $175.9  million,  a $23.8
million  increase  from working  capital of $152.1  million on February 3, 2001.
This increase resulted  primarily from a $43.5 million aggregate increase in the
Company's  inventory,  partially  offset by a $32.6 million increase in accounts
payable.  The increases in the Company's accounts payable and inventory balances
since  February 3, 2001 are due  primarily to  increases  in  inventory  for the
spring season.

Net cash used in  operating  activities  was $21.1  million for the three months
ended May 5, 2001.  This was a decrease of $22.3  million from the first quarter
of  fiscal  2000,  during  which  $43.4  million  of cash was used in  operating
activities.  This decrease resulted  primarily from a smaller  investment in net
working  capital  during  the first  quarter  of 2001 as  compared  to the first
quarter of 2000,  during which an "overbuy" of  approximately  $60.0  million of
spring product occurred.  The Company's  capital  expenditures were $0.2 million
and $19.1  million for the three months  ended May 5, 2001,  and April 29, 2000,
respectively.  This  decrease  reflects the  Company's  focus on  improving  the
profitability of its existing  operations and limiting  capital  expenditures to
necessary  repairs and maintenance in fiscal 2001.  Capital  expenditures in the
first quarter of 2000 included  expenditures  for new stores and  merger-related
information systems expenditures.

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,
and  particularly  upon the  Company's  revised  business  model  and  operating
strategies,  the Company believes that its cash flow from  operations,  together
with amounts available under the Amended Credit  Agreement,  will be adequate to
meet its anticipated requirements in the foreseeable future for working capital,
capital  expenditures and debt service,  and will continue to enhance its credit
position in the vendor community and improve vendor business relationships.

Seasonality and Weather

Prior to the management and operational issues and related  nonrecurring charges
encountered  during fiscal 2000,  the Company  historically  generated  positive
operating  income in each of its four  fiscal  quarters.  However,  because  the
Company is an  agricultural  specialty  retailer,  its sales  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 (May through July) 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  (February  through
April). The Company expects these trends to continue for the foreseeable future.

The  Company's  results  are  also  impacted  by  weather  patterns,  and can be
adversely  affected by temperature and  precipitation  fluctuations  outside the
expected  pattern for each  season.  Unseasonable  weather and  excessive  rain,
drought,  or early or late frosts may affect the  Company's  sales and operating
income.

Inflation

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

Market Risk

The Company's exposure to market risk has not changed  significantly  during the
first quarter from that discussed in its Form 10-K, other than the expiration of
its interest rate cap agreements.

                                      -9-
<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

         (b)  Reports on Form 8-K

              The Company filed a current report on Form 8-K dated March
              23, 2001,  reporting an amendment of the Company's  credit
              agreement  dated  February 6, 2001, and filing as exhibits
              Amendment Numbers 5 and 6 of the Amended Credit Agreement.




                                      -10-
<PAGE>



                                  SIGNATURE(S)


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:  June 6, 2001             QUALITY STORES, INC.



                                /s/ Thomas J. Reinebach
                                Thomas J. Reinebach
                                Senior Vice-President, Finance and Chief
                                   Financial Officer
                                (Principal Financial and Accounting Officer)








                                      -11-
<PAGE>



                              QUALITY STORES, INC.

                                INDEX TO EXHIBITS


EXHIBIT 12       Statement Re: Computation of Ratio (Deficiency) of Earnings to
                 Fixed Charges

EXHIBIT 99       Important Factors Regarding Forward-Looking Statements







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