SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 200549
                                  -------------

                                    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         February 1, 1997

                                       OR

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

                  For the transition period from         to

                         Commission file number 0-24902

                      CENTRAL TRACTOR FARM & COUNTRY, INC.
             (Exact Name of Registrant as Specified in its Charter)

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

3915 Delaware Avenue, Des Moines, Iowa                    0316-0330
(Address of Principal Executive Offices)                  (Zip Code)

Registrant's telephone number, including area code:  (515) 266-3101

                                 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 February 28, 1997: 10,670,892.




<PAGE>



                      CENTRAL TRACTOR FARM & COUNTRY, INC.

                                      INDEX

                                                                           PAGE
PART I.      FINANCIAL STATEMENTS

 ITEM 1.     FINANCIAL STATEMENTS

  Condensed consolidated balance sheets, February 1, 1997
  (unaudited) and November 2, 1996..........................................3

  Condensed consolidated statements of income (unaudited), for the
  three months ended February 1, 1997 and the
  three months ended January 27, 1996.......................................4

  Condensed consolidated statements of cash flows (unaudited),
  three months ended February 1,1997 and January 27,1996....................5

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

 ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS............................10

PART II.    OTHER INFORMATION

 ITEM 1.    LEGAL PROCEEDINGS..............................................13

 ITEM 2.    CHANGES IN SECURITIES..........................................13

 ITEM 3.    DEFAULTS UPON SENIOR SECURITIES................................13

 ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............13

 ITEM 5.    OTHER INFORMATION..............................................13

 ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K...............................13

EXHIBITS
         Exhibit 11 - Statement Re:  Computation of Per Share Earnings
         Exhibit 27 - Financial Data Schedule (electronic copy only)
         Exhibit 99 - Important Factors Regarding Forward-Looking Statements

                                        2

<PAGE>




CENTRAL TRACTOR FARM & COUNTRY, INC.
Condensed Consolidated Balance Sheets
( In thousands except share data )
                                                   February 1,      November 2,
                                                      1997             1996
                                                   -----------      -----------
                                                   (unaudited)        (Note)

ASSETS
  Current assets:
    Cash and cash equivalents                        $  2,583        $  3,809
    Trade receivables, net                                752             992
    Inventory                                         106,262         107,203
    Other                                               4,635           2,368
                                                     --------        --------
  Total current assets                                114,232         114,372
                                                                   
  Property, improvements and equipment, net            24,926          24,457
  Goodwill, net                                        19,592          19,018
  Other assets                                          1,372           1,391
                                                     --------        --------
  Total assets                                       $160,122        $159,238
                                                     ========        ========
                                                                   
LIABILITIES AND STOCKHOLDERS' EQUITY                               
  Current liabilities:                                               
    Note payable to bank                             $ 19,900        $  3,669
    Current portion of long-term debt                   1,600               0
    Accounts payable                                   33,225          41,081
    Accrued expenses and other liabilities              4,912           5,819
                                                     --------        --------
  Total current liabilities                            59,637          50,569
                                                                     
  Long-term debt, less current portion                  6,400          16,000
  Other long-term liabilities                           2,629           2,606
                                                     --------        --------
  Total liabilities                                    68,666          69,175
                                                                     
  Stockholders' equity:                                              
    Preferred stock,$.01 par value: Authorized                         
      shares-5,000,000; none issued and outstanding      --              --
    Common stock, $.01 par value: Authorized                           
      shares-45,000,000; issued and outstanding                     
      shares-10,670,892 in 1997 and  10,589,082 in                  
      1996                                                106             106
    Stock warrant outstanding                             665             665
    Additional paid in capital                         69,961          69,709
    Retained earnings                                  20,724          19,583
                                                     --------        --------
  Total stockholders' equity                           91,456          90,063
                                                     --------        --------
  Total liabilities and stockholders' equity         $160,122        $159,238
                                                     ========        ========
                                                              
Note:    The balance sheet at November 2, 1996 has been derived from the audited
         financial  statements  at that  date but does  not  include  all of the
         information  and footnotes  required by generally  accepted  accounting
         principles for complete financial statements.



See accompanying notes to consolidated financial statements.


                                        3

<PAGE>




CENTRAL TRACTOR FARM & COUNTRY, INC.
Condensed Consolidated Statements of Income (Unaudited)
(In thousands except per share data)

                                                        Three months ended
                                                    --------------------------
                                                    February 1,     January 27,
                                                       1997            1996
                                                    -----------     ----------

Net sales                                             $71,479         $69,967
Cost of sales                                          51,070          51,105
                                                      -------         -------
Gross profit                                           20,409          18,862
                                                                    
Selling, general and administrative expense            17,614          16,061
Amortization of intangibles                               257             221
                                                      -------         -------
Operating income                                        2,538           2,580
                                                                    
Interest expense                                          525             360
                                                      -------         -------
                                                                    
Income before income taxes                              2,013           2,220
Income taxes                                              872             940
                                                      -------         -------
Net income                                            $ 1,141         $ 1,280
                                                      =======         =======
                                                     
Net income per share                                   $ 0.10           $0.12

Weighted average common and common
     equivalent shares outstanding                     10,975          10,969


See accompanying notes to consolidated financial statements.


                                        4

<PAGE>




CENTRAL TRACTOR FARM & COUNTRY, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)

                                                         Three months ended
                                                      --------------------------
                                                      February 1,    January 27,
                                                         1997           1996
                                                      -----------    -----------
Operating Activities
Net income                                              $  1,141      $  1,280 
Adjustments to reconcile net income to net                          
     Cash provided by (used in) operations:                             
     Depreciation and amortization                         1,175           915
     Deferred income taxes                                   748           652
     Changes in operating assets and liabilities         (10,531)       (7,542)
                                                        --------      -------- 
Net cash  used in continuing operations                   (7,467)       (4,695)
Net cash provided by discontinued operations                --          13,153
                                                        --------      -------- 
                                                          (7,467)        8,458
                                                                    
Investing activities                                                
     Purchases of property, improvements and equipment    (1,387)       (1,252)
     Other                                                  (812)         (176)
                                                        --------      -------- 
Net cash used in investing activities                     (2,199)       (1,428)
                                                                    
Financing activities                                                
     Net borrowings under line of credit and term loan    24,231        (6,789)
     Payments on long-term debt                          (16,000)         --
     Other                                                   209           (41)
                                                        --------      --------
Net cash provided by (used in) financing activities        8,440        (6,830)
                                                                    
Net increase(decrease) in cash and cash equivalents     $ (1,226)     $    200
                                                        ========      ========
                                                               
                                                                       

                                                                       

                                                                       
See accompanying notes to consolidated financial statements.
                                                                       


                                        5

<PAGE>



                       CENTRAL TRACTOR FARM & COUNTRY INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1.       Presentation of Financial Information

              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
              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.

              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 year ended November 2, 1996.

NOTE 2.       Acquisitions

              On May 31, 1996, the Company acquired 31 retail stores and related
              net operating assets from Big Bear Farm Stores, Inc. ("Big Bear"),
              an agricultural specialty retailer, for approximately  $5,650,000.
              The  transaction  was  accounted  for as a purchase.  The purchase
              price was allocated based on fair value as follows:

                  Inventories                                   $ 8,780,000
                  Accounts receivable and other assets              206,000
                  Leaseholds and equipment                          517,000
                  Deferred income taxes                             135,000
                  Goodwill                                        2,666,000
                  Accounts payable and accrued expenses          (6,654,000)
                                                                -----------
                                                                $ 5,650,000

              Big  Bear's  accounts  and   transactions   are  included  in  the
              accompanying  condensed consolidated financial statements from the
              date of acquisition.

              On  November  27,  1996,  the Board of  Directors  of the  Company
              approved,  and the Company  entered into, a merger  agreement (the
              Merger  Agreement) with J.W. Childs Equity Partners,  L.P. and two
              of its  affiliates  (collectively,  Childs) that  provides for the
              acquisition  of the Company by Childs in a two-stage  transaction.
              The Merger  Agreement  provides that following the  acquisition by
              Childs of all of the Company  shares held by  affiliates of Butler
              Capital  Corporation  (collectively,  BCC), an affiliate of Childs
              will merge with and into the Company,  and Childs will acquire the
              remaining  shares of the Company held by public  stockholders  for
              $14.25  per  share in cash.  The  consummation  of the  merger  is
              subject to the  availability of sufficient funds to consummate the
              merger  pursuant  to  commitments  obtained  by  Childs  from  its
              prospective lenders.


                                        6

<PAGE>



              Pursuant  to an  agreement  executed  contemporaneously  with  the
              Merger  Agreement  between  Childs and  affiliates of BCC, the BCC
              affiliates  have sold  6,831,729  shares of the  Company's  common
              stock to Childs  for a cash  consideration  of $14.00  per  share.
              Certain  members of management  also sold 146,299 shares to Childs
              for a cash  consideration  of $14.00 per share. The agreement also
              provided that  immediately  following the  conclusion of the stock
              sale, the Company would prepay (without  payment of any prepayment
              premium)  all of the  Company's 7%  convertible  notes held by BCC
              affiliates with a face amount of $16,000,000.

              As of  February  1,  1997,  Childs  owns  65.4%  of the  Company's
              outstanding common stock. While the Merger Agreement is subject to
              stockholder approval, Childs owns a sufficient number of shares of
              Company common stock to adopt and approve the Merger.

              The  Company  has  filed  a  registration   statement   under  the
              Securities  Act of 1933 to offer for sale $100  million  of senior
              notes.  The proceeds of the offering will be  principally  used to
              repay $36  million of debt  incurred by Childs in  purchasing  the
              65.4% ownership  described above, and to pay $52 million of merger
              consideration  to acquire the  remaining  shares and stock options
              held by public stockholders and certain members of management. The
              remaining  proceeds  will  principally  be  used to pay  fees  and
              expenses  including  discounts and  commissions in connection with
              the note offering.

              Pro forma condensed consolidated financial data presented below is
              based  on the  historical  financial  statements  of  the  Company
              included  in this  Form 10-Q  filing.  The pro  forma  results  of
              operations  give effect to: (i) the  acquisition  of 31 stores and
              certain net  operating  assets from Big Bear by the Company;  (ii)
              the Acquisition of the Company by Childs;  (iii) the note offering
              described  above;  and (iv) the New Credit  Facility  and existing
              debt  repayment  described in Note 5 as though these  transactions
              had occurred on October 29, 1995. The pro forma financial position
              gives  effect to: (i) the  Acquisition  of the  Company by Childs;
              (ii) the note  offering;  and (iii) the New  Credit  Facility  and
              existing  debt  repayment  described  in  Note 5 as  though  these
              transactions had occurred on February 2, 1997.

              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  condensed  consolidated
              financial  data is not  necessarily  indicative  of the  Company's
              financial  position  or  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 financial position or results of operations
              might be for any future period or date.

              The Acquisition will be accounted for using the purchase method of
              accounting.  The total  purchase  price will be  allocated  to the
              tangible and intangible  assets and the liabilities of the Company
              based upon their  respective  fair values.  The  allocation of the
              aggregate  purchase  price  included  in the pro  forma  condensed
              consolidated  financial data is preliminary.  However, the Company
              does not expect that the final  allocation  of the purchase  price
              will materially  alter the following pro forma financial  position
              and results of operations.


                                        7

<PAGE>




                                                Pro Forma Financial
                                                   Position as of
                                                  February 1, 1997
                                                -------------------
                                                   (In thousands)

     Total current assets                            $ 119,509
     Property, improvements and equipment, net          24,926
     Goodwill                                           85,565
     Other assets                                        7,126
                                                     ---------
     Total assets                                    $ 237,126
                                                     =========

     Current liabilities                             $  58,928
     Long-term debt                                    107,698
     Other long-term liabilities                         1,331
     Stockholders' equity                               69,169
                                                     ---------
     Total liabilities and stockholders' equity      $ 237,126
                                                     =========


                                                Pro Forma Results of
                                                  Operations for the
                                                  Three Months Ended
                                              ---------------------------
                                              February 1,     January 27,
                                                 1997            1996
                                              -----------     -----------
                                         (In thousands, except per share data)

       Net sales                               $71,479         $77,050

       Operating income                          2,195           2,631

       Net loss                                   (837)           (489)

       Net loss per share                       ($0.08)         ($0.04)


NOTE 3.       Deferred Catalog Costs

              The direct cost of printing and mailing the Company's  annual mail
              order  catalog  is  deferred  and  amortized  against  mail  order
              revenues  over the year  the  catalog  is in use.  The  amount  of
              unamortized deferred catalog costs at February 1, 1997 and January
              27, 1996 was $56,469 and  $455,956,  respectively,  and $33,866 at
              November 2, 1996.

NOTE 4.       Earnings per Share

              Per share  earnings  are based on the weighted  average  number of
              shares of common stock and common stock  equivalents  outstanding.
              The dilutive  effect of  outstanding  stock  options and the stock
              warrant  were  determined  based upon the Treasury  Stock  Method.
              Fully diluted earnings per share did not vary  significantly  from
              earnings per share as presented.

NOTE 5.       New Credit Facility

              On  December  23,  1996,  the  Company  entered  into a New Credit
              Facility with a bank which consists of an $8.0 million,  five-year
              term loan  facility,  which was fully funded,  and a $30.0 million
              revolving  credit  facility under which $19.9 million was drawn as
              of  February 1, 1997.  The amounts  funded and drawn under the New
              Credit   Facility  were  used,  in  part,  to  repay   outstanding
              borrowings under the

                                        8

<PAGE>



              Company's  prior line of credit  agreement and to prepay  (without
              payment  of  any  prepayment  premium)  all of  the  Company's  7%
              convertible notes outstanding in the amount of $16.0 million.

              The New Credit Facility will mature on December 31, 2001.  Borrows
              under the New Credit  Facility  will bear  interest at rates based
              upon prime or the  Eurodollar  date plus a margin.  At February 1,
              1997,  the  interest  rate on the New Term  Loan was 7.89% and the
              interest rate on the New Revolving Credit Facility was 8.20%.

              The term loan must be repaid in ten  installments  of $0.8 million
              beginning  June 30,  1997,  plus annual  prepayments  based on the
              Company's excess cash flow, as defined.

              The New Credit Facility agreement contains covenants which require
              the  Company  to  maintain  a  minimum,  consolidated  net  worth;
              earnings before taxes,  interest,  depreciation  and  amortization
              (EBITDA),  ratio of EBITDA to cash interest payable,  and ratio of
              debt to EBITDA.  The covenants also restrict,  among other things,
              the payment of dividends,  incurrence of debt, and  disposition of
              assets.

              The New Credit  Facility  is secured by  substantially  all of the
              assets of the Company.

                                        9

<PAGE>



                       CENTRAL TRACTOR FARM & COUNTRY, 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  Conditions and
         Results of Operations

         First Quarter of Fiscal 1997 Compared to First Quarter of Fiscal 1996

         Sales for the first  quarter  of fiscal  1997 were  $71.5  million,  an
         increase of $1.5 million, or 2.2%, as compared to total sales for first
         quarter of fiscal 1996 of $70.0 million. This increase was due to sales
         attributable to one new store opened during the first quarter of fiscal
         1997,  eleven new stores  opened  during the  second,  third and fourth
         quarter of fiscal 1996, and thirty-one  stores  acquired  during fiscal
         1996 and  partially  offset by a  comparable  store  sales  decrease of
         11.9%.  The decrease in comparable store sales was primarily the result
         of mild winter weather  conditions in the Northeast  where the majority
         of the  comparable  stores  are  located  and  the  elimination  of two
         promotional events run during the first quarter of fiscal 1996.

         Gross profit for the first quarter of fiscal 1997 was $20.4 million, an
         increase of $1.5 million or 8.2%,  as compared to $18.9 million for the
         first quarter of fiscal 1996. Gross profit as a percentage of sales was
         28.6% for the first  quarter of fiscal  1997,  as compared to 27.0% for
         the  first  quarter  of  fiscal  1996.  The  increase  in gross  profit
         percentage  was  primarily  the  result  of  the   elimination  of  two
         promotional  events run  during the first  quarter of 1996 at a reduced
         gross margin.

         Selling,  general  and  administrative  (SGA)  expenses  for the  first
         quarter of fiscal 1997 were $17.6 million, an increase of $1.6 million,
         or 9.7%, as compared to the first quarter of fiscal 1996, due primarily
         to stores  opened  during the last three  quarters of fiscal 1996,  and
         stores acquired during fiscal 1996,  partially  offset by a decrease in
         comparable  store  expenses.  SGA  expenses  as a  percentage  of sales
         increased to 24.6% for the first  quarter of fiscal 1997 as compared to
         23.0%  for  the  first  quarter  of  fiscal  1996,   due  primarily  to
         proportionately  higher  levels of SGA  expense  in stores  opened  and
         acquired during fiscal 1996.

         Operating income for the first quarter of fiscal 1997 was $2.5 million,
         a decrease of $0.1  million,  or 2.2%,  as compared to $2.6 million for
         the first quarter of fiscal 1996.  Operating  income as a percentage of
         sales  decreased to 3.6% for the first quarter of fiscal 1997 from 3.7%
         for the first  quarter of fiscal  1996.  The decrease was the result of
         the factors affecting sales, gross profit and SGA as discussed above.

         Interest expense for the first quarter of fiscal 1997 was $0.5 million,
         an increase of $0.1  million as compared to $0.4  million for the first
         quarter  of  fiscal  1996  primarily  due  to  higher  working  capital
         requirements.

         Income taxes for the first quarter of fiscal 1997 were $0.9 million,  a
         decrease of $0.1  million as  compared  to the first  quarter of fiscal
         1996.  Income tax as a percentage of pretax earnings was 43.3% in 1997,
         compared to 42.3% in 1996. This increase is primarily due to the effect
         of  a  proportionately   higher  amount  of   non-deductible   goodwill
         amortization.

         Net income for the first  quarter of fiscal 1997 was $1.1  million,  or
         $0.10 per share, as compared to $1.3 million or $0.12 per share for the
         first quarter of fiscal 1996.


                                       10

<PAGE>

         Liquidity and Capital Resources

         On November 27, 1996,  the Board of Directors of the Company  approved,
         and  the  Company  entered  into,  a  merger   agreement  (the  "Merger
         Agreement")  with J.W.  Childs  Equity  Partners,  L.P.  and two of its
         affiliates  (collectively,  "Childs") that provides for the acquisition
         of  the   Company   by  Childs   in  a   two-stage   transaction   (the
         "Acquisition").  The  Merger  agreement  provides  that  following  the
         acquisition  by Childs of all of the Company  shares held by affiliates
         of Butler Capital  Corporation  (collectively,  "BCC"), an affiliate of
         Childs will merge with and into the  Company,  and Childs will  acquire
         the remaining shares of the Company held by public  stockholders (other
         than those who  perfect  dissenters'  appraisal  rights) for $14.25 per
         share in cash (the "Merger"). Certain members of management have agreed
         to exchange their equity securities in the Company (valued on the basis
         of $14.00 per common share) for equity  securities of one of the Childs
         affiliates and, in some cases, cash in connection with the consummation
         of the  Merger.  The  consummation  of the  Merger  is  subject  to the
         satisfaction of certain  conditions  including,  among other things the
         availability of sufficient funds to consummate the Merger.

         Pursuant to an  agreement  executed  contemporaneously  with the Merger
         agreement  between  Childs and BCC,  which owned 64.5% of the Company's
         outstanding  common stock,  BCC sold 1,048,214  shares of the Company's
         common stock  (representing  9.9% of the outstanding  shares) to Childs
         for a cash  consideration of $14.00 per share, and agreed to sell their
         remaining  shares to Childs for $14.00 per share in cash. The agreement
         also  provided  that  BCC  would  agree,   immediately   following  the
         conclusion of the stock sale, to the prepayment by the Company (without
         payment of any  prepayment  premium) of the  Company's  7%  convertible
         notes  with a face  amount  of $16  million.  In  connection  with  the
         purchase of the balance of BCC's shares,  certain members of management
         agreed to sell  146,299  shares to Childs for a cash  consideration  of
         $14.00 per share (together with the purchases from BCC, the "Securities
         Purchase").  The second  purchase  of BCC shares  and  prepayment  were
         consummated on December 23, 1996 and the purchase of management  shares
         was consummated on January 2, 1997.

         On December  23,  1996,  the  Company  entered  into a credit  facility
         consisting of an $8.0 million, five year term facility,  which has been
         fully funded,  and a $30.0 million  revolving  credit  facility,  under
         which $19.9 million was  outstanding as of February 1, 1997. The credit
         facility  will mature on December  31,  2001 and  borrowings  will bear
         interest rates based upon prime or Eurodollar  rates plus an applicable
         margin.

         On February 1, 1997, the Company had working  capital of $54.6 million,
         which was a $9.2 million decrease over working capital of $63.8 million
         on  November  2,  1996.  This  decrease  resulted  primarily  from  the
         prepayment of the $16.0 million 7% convertible notes in connection with
         the Securities  Purchase being funded with borrowings  under the credit
         facility.

         Net cash used by continuing  operations increased from $4.7 million for
         the first  three  months of fiscal  1996 to $7.5  million for the first
         three months of fiscal 1997.  This increase  resulted  primarily from a
         larger  decrease in accounts  payable in the first three months of 1997
         as compared to 1996.  The Company  received  $13.5 million in cash as a
         result of the sale of  Herschel  Corporation  in the first  quarter  of
         fiscal 1996. The Company's  capital  expenditures were $1.4 million and
         $1.3   million   for  the  three   months  of  fiscal  1997  and  1996,
         respectively.

         The Company  anticipates  that its principal uses of cash following the
         Acquisition  will  be  working  capital   requirements,   debt  service
         requirements and capital expenditures, as well as expenditures relating
         to  acquisitions.   Based  upon  current  and  anticipated   levels  of
         operations,  the Company  believes that its cash flow from  operations,
         together  with  amounts   available  under  the  new  revolving  credit
         facility, will be adequate to meet its anticipated  requirements in the
         foreseeable  future  for  working  capital,  capital  expenditures  and
         interest  payments.  The  Company  expects  that if it were to pursue a
         significant acquisition,  it would arrange prior to the acquisition any
         additional debt or equity  financing  required to fund the acquisition.
         No discussions with respect to any significant acquisition are ongoing.

                                       11
<PAGE>



         Seasonality

         Unlike many specialty retailers, the Company has historically 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 third  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 second quarter.
         The  Company  expects  these  trends to  continue  for the  foreseeable
         future.


                                       12

<PAGE>



                                       CENTRAL TRACTOR FARM & COUNTRY, 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) FORM 8-K - The following reports on Form 8K were filed during the first
quarter of fiscal 1997:

    1.  Date of Report:  November 27, 1996
        Items Reported:  Merger agreement with J.W. Childs Equity Partners, L.P.

    2.  Date of Report:  December 23, 1996
        Items Reported:  Change in Control of Registrant

    3.  Date of Report:  December 23, 1996 (amendment)
        Items Reported:  Change in Control of Registrant

    4.  Date of Report:  November 2, 1996
        Items Reported:  Consolidated financial statements for fiscal year ended
                         November 2, 1996, and the related Management's 
                         Discussion and Analysis of Financial Condition and
                         Results of Operations.


                                       13

<PAGE>



                                   SIGNATURES

Pursuant to the requirements of 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: March 18, 1997             Central Tractor Farm & Country, Inc.


                                 /s/ Dean Longnecker
                                 Dean Longnecker
                                 Executive Vice President, Finance and Chief 
                                  Financial Officer


                                       14

<PAGE>


                      CENTRAL TRACTOR FARM & COUNTRY, INC.

                                INDEX TO EXHIBITS

EXHIBIT 11        Statement Re:  Computation of Per Share Earnings

EXHIBIT 27        Financial Data Schedule (electronic copy only)

EXHIBIT 99        Important Factors Regarding Forward-Looking Statements









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