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  May 3, 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                       50316-0330
(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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes __  No __

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of June 10, 1997: 100.                      

<PAGE>
                                                                          Page 2

                      CENTRAL TRACTOR FARM & COUNTRY, INC.

                                      INDEX

PART I.    FINANCIAL STATEMENTS                                          PAGE

 ITEM 1.   FINANCIAL STATEMENTS

         Condensed balance sheets, May 3, 1997
         (unaudited) and November 2, 1996...................................3

         Condensed  statements of income (unaudited), for the 
         three months and six months ended May 3, 1997 and the 
         three months and six months ended April 27, 1996...................4

         Condensed statements of cash flows (unaudited), 
         six months ended May 3, 1997 and April 27, 1996....................5

         Notes to 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...............................................14

 ITEM 2.   CHANGES IN SECURITIES...........................................14

 ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.................................14

 ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF
           SECURITY HOLDERS................................................14

 ITEM 5.   OTHER INFORMATION...............................................15

    
 ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K................................15

 INDEX TO EXHIBITS.........................................................17


                                    
<PAGE>
<TABLE>
<CAPTION>
                                                                          Page 3
CENTRAL TRACTOR FARM & COUNTRY, INC.                                
Condensed  Balance Sheets
(In thousands except share data)

                                                                      SUCCESSOR      |       PREDECESSOR          
                                                                   ---------------   |    ----------------        
                                                                        May 3,       |       November 2,          
                                                                         1997        |          1996              
                                                                   ---------------   |    ----------------        
                                                                      (unaudited)    |          (Note)            
<S>                                                                 <C>                  <C>                     
                                                                                     |                            
ASSETS                                                                               |                            
                                                                                     |                            
    Current assets:                                                                  |                            
                                                                                     | 
        Cash and cash equivalents                                    $     4,829     |      $     3,809
        Trade receivables, net                                               930     |              992
        Inventory                                                        126,117     |          107,203
        Other                                                              3,521     |            2,368
                                                                     -----------     |      -----------
    Total current assets                                                 135,397     |          114,372
                                                                                     |     
    Property, improvements and equipment, net                             25,711     |           24,457
    Goodwill, net                                                         87,010     |           19,018
    Other assets                                                           6,417     |            1,391
                                                                     -----------     |      -----------
    Total assets                                                     $   254,535     |      $   159,238
                                                                     ===========     |      ===========
                                                                                     |     
                                                                                     |     
 LIABILITIES AND STOCKHOLDERS' EQUITY                                                |     
                                                                                     |     
    Current liabilities:                                                             |     
                                                                                     |     
        Note payable to bank                                         $    16,500     |      $     3,669
        Current portion of long-term debt                                  1,600     |             --
        Accounts payable                                                  44,826     |           41,081
        Accrued expenses and other liabilities                             8,074     |            5,819
                                                                     -----------     |      -----------
    Total current liabilities                                             71,000     |           50,569
                                                                                     |     
                                                                                     |     
    Long-term debt, less current portion                                 111,400     |           16,000
    Other long-term liabilities                                            2,970     |            2,606
                                                                     -----------     |      -----------
    Total liabilities                                                    185,370     |           69,175
                                                                                     |     
    Stockholders' equity:                                                            |     
                                                                                     |     
        Preferred stock,$.01 par value: Authorized                                   |     
              shares - 0  in 1997 and 5,000,000 in 1996; none                        |     
              issued and outstanding                                        --       |             --        
        Common stock, $.01 par value: Authorized                                     | 
              shares-3,000 in 1997  and 45,000,000 in 1996; issued                   |     
              and outstanding shares-100 in 1997 and  10,589,082            --       |              106
              in 1996                                                                |     
        Stock warrant outstanding                                           --       |              665
        Additional paid in capital                                        68,432     |           69,709
        Retained earnings                                                    733     |           19,583
                                                                     -----------     |      -----------
    Total stockholders' equity                                            69,165     |           90,063
                                                                     -----------     |      -----------
    Total liabilities and stockholders' equity                       $   254,535     |      $   159,238
                                                                     ===========     |      ===========
 <FN>                                                                                 
         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.                                              
</FN>
</TABLE>
See accompanying notes to consolidated financial statements.         
<PAGE>
<TABLE>
<CAPTION>
                                                                          Page 4
CENTRAL TRACTOR FARM & COUNTRY, INC.                             

Condensed  Statements of Income (Unaudited)
(In thousands)
                                                                      Three months ended
                                             -------------------------------------------------------------------------------------
                                                     SUCCESSOR            |           PREDECESSOR                   PREDECESSOR
                                             -------------------------    |      ----------------------       --------------------
                                                                          |                                        Three months
                                                                          |                                            ended
                                                 March 27, 1997 to        |          Feb 2, 1997 to                  April 27,
                                                    May 3, 1997           |          March 26,1997                     1996
                                             -------------------------    |      ----------------------       --------------------
<S>                                                <C>                               <C>                             <C>
                                                                          | 
Net sales                                           $  35,168             |           $  34,569                        $  62,989
Cost of sales                                          24,534             |              24,211                           43,744
                                                    ---------             |           ---------                        ---------
Gross profit                                           10,634             |              10,358                           19,245
                                                                          |                                         
Selling, general and administrative expense             7,595             |              11,431                           15,656
Amortization of intangibles                               207             |                 158                              221
                                                    ---------             |           ---------                        ---------
Operating income                                        2,832             |              (1,231)                           3,368
                                                                          |                                            =========
                                                                          |                                         
Interest expense                                        1,477             |               1,711                              484
                                                    ---------             |           ---------                        ---------
Income (loss) before income taxes                       1,355             |              (2,942)                           2,884
                                                                          |                                                     
Income taxes (credits)                                    623             |              (1,094)                           1,200
                                                    ---------             |           ---------                        ---------
Net income (loss)                                   $     732             |           $  (1,848)                       $   1,684
                                                    =========             |           =========                        =========
                                                                          |                                         
Ratio (deficiency) of earnings to fixed                                   |                                         
  charges                                               1.8 x             |              (0.4)x                            4.1 x
                                                    =========             |           =========                        =========
<CAPTION>                                                                 
                                                                                                                  
                                                                               Six months ended
                                             -------------------------------------------------------------------------------------
                                                     SUCCESSOR            |          PREDECESSOR                 PREDECESSOR
                                             -------------------------    |     ----------------------     -----------------------
                                                                          |                                    Six months ended
                                                 March 27, 1997 to        |         Nov 3, 1996 to                April 27,
                                                    May 3, 1997           |         March 26,1997                   1996
                                             -------------------------    |     ----------------------     -----------------------
<S>                                                <C>                              <C>                           <C>
                                                                          | 
Net sales                                           $  35,168             |          $ 106,048                      $ 132,956
Cost of sales                                          24,534             |             75,281                         94,849
                                                    ---------             |          ---------                      ---------
Gross profit                                           10,634             |             30,767                         38,107
                                                                          |                                      
Selling, general and administrative expense             7,595             |             29,045                         31,717
Amortization of intangibles                               207             |                415                            442
                                                    ---------             |          ---------                      ---------
Operating income                                        2,832             |              1,307                          5,948
                                                                          |                                      
Interest expense                                        1,477             |              3,188                            844
                                                    ---------             |           ---------                      ---------
Income (loss) before income taxes                       1,355             |             (1,881)                         5,104
Income taxes (credits)                                    623             |               (634)                         2,140
                                                    ---------             |          ---------                      ---------
Net income (loss)                                   $     732             |          $  (1,247)                     $   2,964
                                                    =========             |          =========                      =========
                                                                          |                         
Ratio (deficiency) of earnings to fixed charges         1.8 x             |              0.5 x                          3.9 x
                                                    =========             |          =========                      =========
</TABLE>                                                                  
                                                                          

See accompanying notes to  financial  statements.

                                     
<PAGE>
                                                                          Page 5
<TABLE>
<CAPTION>

CENTRAL TRACTOR FARM & COUNTRY, INC
Condensed  Statements of Cash Flows (Unaudited)
           (In thousands)                                                     Six months ended
                                                            -----------------------------------------------------------
                                                                  SUCCESSOR       |        PREDECESSOR        PREDECESSOR
                                                            -------------------   |     ------------------  ----------------
                                                                                  |                         Six months ended
                                                             March 27, 1997 to    |       Nov 3, 1996 to        April 27,
                                                                May 3, 1997       |       March 26, 1997          1996
                                                            -------------------   |     ------------------  ----------------
<S>                                                             <C>                        <C>                 <C>
                                                                                  |  
Operating Activities                                                              |                                            
                                                                                  |  
Net income                                                       $     732        |          $  (1,247)         $   2,964    
Adjustments to reconcile net income to net                                        |                             
                                                                                  |                             
      cash provided by (used in) operations:                                      |                             
                                                                                  |                             
      Depreciation and amortization                                    644        |              1,904              1,893
      Changes in operating assets and liabilities                    1,622        |            (12,916)            (9,866)
                                                                 ---------        |          ---------          ---------
Net cash  provided by (used in ) continuing operations               2,988        |            (12,259)            (5,009)
Net cash provided by (used in)  discontinued operations               --          |               --               13,520
                                                                 ---------        |          ---------          ---------
Net cash provided by (used in) operating activities                  2,998        |            (12,259)             8,511
                                                                                  |                             
                                                                                  |                             
Investing activities                                                              |                             
                                                                                  |                             
      Purchases of property, improvements and equipment               (682)       |             (2,419)            (3,410)
      Cost of acquiring outstanding common                            --          |               --                 --
          stock from predecessor shareholders                     (158,903)       |               --                 --
      Other                                                            363        |             (1,338)               (23)
                                                                 ---------        |          ---------          ---------
Net cash provided by (used in) investing activities               (159,222)       |             (3,757)            (3,433)
                                                                                  |                             
                                                                                  |                             
Financing activities                                                              |                             
                                                                                  |                             
      Proceeds from the issuance of common stock                    69,170        |                             
      Net borrowings (repayments) under line of credit and                        |                             
        margin loan facility                                       (16,413)       |             29,244             (3,611)
      Payments on long-term debt                                      --          |            (16,000)               (17)
      Proceeds from issuance of long term debt                     113,000        |               --                 --
      Financing costs related to new line of                          --          |               --                 --
        credit, term loan and Senior Notes                          (5,908)       |               --                 --
      Other                                                            (16)       |                183                  3
                                                                 ---------        |          ---------          ---------
Net cash provided by (used in) financing activities                159,833        |             13,427             (3,625)
                                                                                  |                             
Net increase(decrease) in cash and cash equivalents                  3,609        |             (2,589)             1,453
Cash and cash equivalents at beginning of period                     1,220        |              3,809              3,094
                                                                 ---------        |          ---------          ---------
Cash and cash equivalents at end of period                       $   4,829        |          $   1,220          $   4,547
                                                                 =========        |          =========          =========
                                                                                                     
</TABLE>                                           
                                                                         

See accompanying notes to financial statements.

<PAGE>
                                                                          Page 6
                       CENTRAL TRACTOR FARM & COUNTRY INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1.  PRESENTATION OF FINANCIAL INFORMATION

         The condensed unaudited 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  financial  statements include the accounts of
         the Company.  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.

         As a result  of the  acquisition  of the  Company  discussed  in Note 2
         below,  effective  March 27, 1997, a new basis of  accounting  has been
         reflected in the Company's  financial  statements  reflecting  the fair
         values  for  the  Company's   assets  and   liabilities  at  that  date
         ("Successor").  The  financial  statements  of the  Company for periods
         prior to March 27, 1997 are presented on the  historical  cost basis of
         accounting  ("Predecessor").  A line has been  placed in the  financial
         statements to distinguish between Predecessor and Successor activity.

NOTE 2.  Acquisitions

         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

<PAGE>
                                                                          Page 7

         provided  for the  acquisition  of the Company by Childs in a two-stage
         transaction.   The  Merger   Agreement   provided  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 would merge with and into the Company ( the "Merger") and Childs
         would  acquire  the  remaining  shares  of the  Company  held by public
         shareholders ("Merger Consideration") for $14.25 per share in cash. The
         Merger was completed on March 27, 1997.

         Concurrent with the execution of the Merger  Agreement,  Childs entered
         into agreements (the  "Securities  Purchase  Agreements")  with BCC and
         with  certain  members of the  company's  management  (the  "Management
         Shareholders")  pursuant to which Childs  agreed to purchase at a price
         of $14.00 per share 100% of BCC's  shares and 36.4% of the  Managements
         Shareholders'  shares representing  approximately 64.0% and 1.4% of the
         Company's  outstanding  common stock,  respectively  (collectively  the
         "Securities Purchases").  As of January 2, 1997, Childs had consummated
         the Securities  Purchases and paid related expenses utilizing (i) $65.4
         million of cash equity and (ii) $35.1  million of  borrowings  under an
         interim  margin  loan  facility  (the  "Margin  Loan   Facility").   In
         connection  with the Securities  Purchases,  the Company entered into a
         new term loan (the "New Term Loan") and a new revolving credit facility
         (the  "New  Revolving  Credit  Facility")  and used a  portion  of such
         facilities to refinance existing debt of the Company, including a $16.0
         million convertible note held by BCC.

         On March 27, 1997, the Company  consummated a public offering of $105.0
         million  aggregate  principal  amount of Senior Notes. The net proceeds
         from the offering were used to repay  borrowings  under the Margin Loan
         Facility,  pay  the  Merger  Consideration,  repay  a  portion  of  the
         outstanding  borrowings under the New Revolving Credit Facility and pay
         fees and expenses of the acquisition.

         The  acquisition  of the Company was accounted  for as a purchase.  The
         total  purchase  price (for which  certain costs and expenses have been
         estimated) has been allocated to the tangible and intangible assets and
         the liabilities of the Company based upon their respective fair values.
         The Company does not  anticipate  that there will be any material final
         adjustments  to the purchase  price or the fair value  allocation.  The
         cost of the acquisition over the allocated fair value of the underlying
         tangible net assets is as follows:

         Cost of acquiring the outstanding common stock of the
           Company from Predecessor shareholders                      $159,903
         Fair value of underlying tangible net assets                   71,314
         Excess of cost of acquisition over the allocated fair value
           of the underlying tangible net assets                      $ 87,217
                                                                      ========
<PAGE>

                                                                          Page 8
NOTE 3.  ACQUISITION OF BIG BEAR FARM STORES, INC.

         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. The transaction was accounted for as a
         purchase.

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

NOTE 4.  PRO FORMA RESULTS

         Pro  forma  results  of  operations  presented  below  is  based on the
         historical  financial  statements of the Company  included in this Form
         10-Q  filing,  adjusted  to give effect to: (i) the  acquisition  of 31
         stores and  certain net  operating  assets from Big Bear by the Company
         described in Note 3; (ii) the  acquisition of the Company by Childs and
         the Senior Note offering  described in Note 2; and (iii) the New Credit
         Facility  and  debt  repayment  described  in Note 6, as  though  these
         transactions had occurred on October 29, 1995.

         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 is 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

                            Three Months Ended           Six Months Ended
                      --------------------------     ------------------------
                          May 3,       April 27,        May 3,      April 27,
                           1997          1996            1997         1996
                      -----------    -----------     -----------   ----------
                                           (In thousands)


Net sales             $  69,737       $  67,758       $ 141,216      $ 144,808 
                                                                    
Operating income          1,367           3,049           3,562          5,680
                                                                    
Net loss                 (1,553)           (357)         (2,441)          (896)
             
                                                     
NOTE 5.  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 May 3, 1997 and  April 27,  1996 was  $272,204  and  $229,791,
         respectively, and $33,866 at November 2, 1996.
<PAGE>
                                                                          Page 9


NOTE 6.  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 $16.5 million was  outstanding as of May 3, 1997.
         The amounts  originally  funded and drawn under the New Credit Facility
         were used, in part, to repay outstanding borrowings under the 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.  Borrowings
         under the New Credit  Facility  will bear  interest at rates based upon
         prime  or the  Eurodollar  Rate  plus a  margin.  At May 3,  1997,  the
         interest rate on the New Term Loan was 7.89% and the effective interest
         rate for the New Revolving Credit Facility was 8.4%.

         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.  Effective  April 30,
         1997,  the New  Credit  Facility  was  amended  to reduce  the  minimum
         requirements for EBITDA and to adjust related EBITDA ratios.

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


<PAGE>
                                                                         Page 10

                       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

         Second Quarter of Fiscal 1997 Compared to Second Quarter of Fiscal 1996

         Sales for the second  quarter of fiscal  1997 were  $69.7  million,  an
         increase  of $6.7  million,  or 10.7%,  as  compared to total sales for
         second quarter of fiscal 1996 of $63.0  million.  This increase was due
         to two new stores opened during the first and second quarters of fiscal
         1997.  Nine new stores opened  during the third and fourth  quarters of
         fiscal  1996  and  thirty-one   stores  acquired  during  fiscal  1996,
         partially  offset by  comparable  store  sales  decrease  of 4.2%.  The
         decrease in  comparable  store sales was  primarily  the result of mild
         winter and cool spring  weather  conditions in the Northeast  where the
         majority of the comparable stores are located.

         Gross profit for the second  quarter of fiscal 1997 was $21.0  million,
         an increase of $1.7 million or 9.1%,  as compared to $19.2  million for
         the second  quarter of fiscal 1996.  Gross  profit as a  percentage  of
         sales was 30.1% for the second  quarter of fiscal 1997,  as compared to
         30.6% for the second  quarter of fiscal 1996. The decrease is primarily
         the result of  margin/volume  variances  in  agricultural  and hardware
         products.

         Selling,  general  and  administrative  (SGA)  expenses  for the second
         quarter of fiscal 1997 were $19.0 million, an increase of $3.4 million,
         or 21.7%,  as  compared  to the  second  quarter  of fiscal  1996,  due
         primarily to stores opened during the last two 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 27.3% for the second quarter of fiscal 1997 as compared to
         24.8%  for  the  second  quarter  of  fiscal  1996,  due  primarily  to
         proportionately  higher  levels of SGA  expense  in stores  opened  and
         acquired during fiscal 1996 and reduced sales in comparable stores.

         Operating  income  for the  second  quarter  of  fiscal  1997  was $1.6
         million,  a decrease  of $1.8  million,  or 52.7%,  as compared to $3.4
         million for the second  quarter of fiscal 1996.  Operating  income as a
         percentage of sales  decreased to 2.3% for the second quarter of fiscal
         1997 from 5.4%
                                      -10-
<PAGE>
                                                                         Page 11

         for the second quarter of fiscal 1996.  The decrease  primarily was the
         result  of  the  factors  affecting  sales,  gross  profit  and  SGA as
         discussed above.

         Amortization  expenses  for the  quarter  has  increased  $0.1  million
         because of  additional  goodwill  arising from the  acquisition  of the
         company by Childs.

         Interest  expense  for the  second  quarter  of  fiscal  1997  was $3.2
         million,  an increase of $2.7  million as compared to $0.5  million for
         the  second  quarter  of fiscal  1996.  The  increase  is  attributable
         primarily  to the  placement of the $105 million in Senior Notes during
         the  second  quarter  of 1997 and  acquisition  related  financing  and
         interest costs of $1.3 million.

         Income  taxes  (credits)  for the second  quarter  of fiscal  1997 were
         ($0.5)  million,  a decrease  of $1.7  million as compared to the first
         quarter of fiscal 1996.  Income tax as a percentage of pretax  earnings
         (loss) was (29.7%) in 1997,  compared  to 41.6% in 1996.  The change is
         due  primarily  to the  effect  of a  proportionately  high  amount  of
         non-deductible goodwill amortization.

         Net loss from  operations  for the second  quarter  of fiscal  1997 was
         ($1.1)  million,  as compared to $1.7 million for the second quarter of
         fiscal 1997 as a result of the factors discussed above.

         Six Months  Ended May 3, 1997  Compared  to Six Months  Ended April 27,
         1996

         Sales for the six  months  ended May 3, 1997 were  $141.2  million,  an
         increase  of $8.3  million,  or 6.2% as compared to total sales for the
         six months ended April 27, 1996 of $133.0 million. The increase was due
         primarily to the opening of eleven new stores.  Comparable  store sales
         decreased $10.2 million,  or 8.3% for the six months ended May 3, 1997.
         The decrease in comparable store sales was primarily due as a result of
         mild winter  conditions  followed up by cool spring  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 six months ended May 3, 1997 was $41.4 million, an
         increase of $3.3 million,  or 8.6%, as compared to 38.1 million for the
         six months ended April 27, 1996.  Gross profit as a percentage of sales
         was 29.3% for fiscal 1997,  as compared to 28.7% for fiscal  1996.  The
         increase in gross profit  percentage  was  primarily  the result of the
         elimination of two low margin  promotional  events run during the first
         quarter of 1996.

         SGA expenses for the six months ended May 3, 1997 was $36.6 million, an
         increase of $4.9 million,  or 15.6% as compared to the six months ended
         April 27, 1996, due primarily to increased expenses associated with the
         growth in sales and costs related to new store  openings.  SGA expenses
         as a percentage of sales  increased to 25.9% in fiscal 1997 as compared
         to  23.9%  in  fiscal   1997.   The   increase  is  due   primarily  to
         proportionately  higher  levels of SGA  expense  in stores  opened  and
         acquired during fiscal 1996 and reduced sales in comparable stores.

         Operating income for the six months ended May 3, 1997 was $4.1 million,
         a decrease of $1.8 million,  or 30.6%,  as compared to $5.9 million for
         the six months ended April 27, 1996.  Operating

                                    
<PAGE>
                                                                         Page 12

         income as a percentage  of sales  decreased to 2.9% in fiscal 1997 from
         4.5% in fiscal 1996. The decrease was the result of higher SGA expenses
         as discussed above.

         Amortization  expense for the six months increased $0.1 million because
         of the additional  goodwill arising from the acquisition of the Company
         by Childs.

         Interest expense for the six months ended May 3, 1997 was $4.7 million,
         an  increase of $3.8  million as  compared to $0.8  million for the six
         months ended April 27, 1996.  The increase was due to the  placement of
         $105 million in Senior Notes during its second quarter and  acquisition
         related financing and interest costs of $2.2 million.

         Income taxes (credits) for the six months ended May 3, 1997 were ($0.1)
         million, a decrease of $2.1 million as compared to the six months ended
         April 27, 1996. Income tax as a percentage of pretax earnings was 32.8%
         in 1997,  compared to 41.9% in 1996.  The increase is due  primarily to
         the effect of a proportionately high amount of non-deductible  goodwill
         amortization.

         Net income from  continuing  operations for the six months ended May 3,
         1997,  was ($0.5) million as compared to $3.0 million in fiscal 1996 as
         a result of factors discussed above.


         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 provided for the acquisition of
         the Company by Childs in a two-stage transaction.  The Merger Agreement
         provided that following the acquisition by Childs of all of the Company
         shares held by affiliates of Butler Capital  Corporation,  an affiliate
         of Childs  would  merge  with and into the  Company  and  Childs  would
         acquire the remaining shares of the Company held by public shareholders
         ("Merger Consideration") for $14.25 per share in cash.

         Concurrent with the execution of the Merger  Agreement,  Childs entered
         into agreements (the  "Securities  Purchase  Agreements")  with BCC and
         with  certain  members of the  company's  management  (the  "Management
         Shareholders")  pursuant to which Childs  agreed to purchase at a price
         of $14.00  per share 100% of BCC's  shares and 36.4% of the  Management
         Shareholders'  shares representing  approximately 64.0% and 1.4% of the
         Company's  outstanding  common stock,  respectively  (collectively  the
         "Securities Purchases").  As of January 2, 1997, Childs had consummated
         the Securities  Purchases and paid related expenses utilizing (i) $65.4
         million of cash equity and (ii) $35.1  million of  borrowings  under an
         interim margin loan facility (the "Margin Loan Facility").  On December
         23, 1996,  in connection  with the  Securities  Purchases,  the Company
         entered into a new term loan (the "New Term Loan") and a new  revolving
         credit  facility  (the  "New  Revolving  Credit  Facility")  and used a
         portion of such  facility to  refinance  existing  debt of the Company,
         including a $16.0 million convertible note held by BCC.

       
<PAGE>
                                                                         Page 13

         The New Term Loan is an $8.0 million,  five year term  facility,  which
         has been fully funded, and the New Revolving Credit Facility is a $30.0
         million  revolving  credit  facility,  under  which  $16.5  million was
         outstanding  as of May 3, 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 March 27, 1997, the Company  consummated a public offering of $105.0
         million  aggregate  principal  amount of Senior Notes. The net proceeds
         from the offering were used to repay  borrowings  under the Margin Loan
         Facility,  pay  the  Merger  Consideration,  repay  a  portion  of  the
         outstanding  borrowings under the New Revolving Credit Facility and pay
         fees and expenses of the  acquisition.  The following  table sets forth
         the  sources  and  uses  of the  gross  proceeds  of the  Offering  (in
         thousands):


            Sources of Funds:
                     Senior Notes Offered                    $105,000
                                                             --------
                     Total Sources                           $105,000
                                                             ========
            
            Uses of Funds:
                     Refinance Margin Loan Facility          $ 35,899
                     Pay Merger Consideration                  51,674
                     Repay New Revolving Credit Facility        6,151
                     Additional cash                            2,645
                     Fee and expenses                           8,631
                                                             --------
                                                             $105,000
                                                             ========


         On May 3, 1997, the Company had working capital of $64.4 million, which
         was a $0.6 million  increase  over working  capital of $63.8 million on
         November 2, 1996.

         Net cash used by continuing  operations increased from $5.0 million for
         the first six months of fiscal  1996 to $9.3  million for the first six
         months of fiscal  1997.  This  increase is due  primarily  to increased
         inventories partially offset by increased accounts payable. 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 $3.1  million and $3.4 million for the six months of
         fiscal 1997 and 1996, respectively.

         Seasonality

         Unlike many specialty retailers,  histortically the Company has usually
         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.

<PAGE>
                                                                         page 14
                           

                      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


         The provisions of the New Term Loan and New Revolving  Credit  Facility
include certain financial  covenants,  including covenants requiring the Company
to maintain  certain  minimum  consolidated  earnings  before  interest,  taxes,
depreciation  and amortization  ("EBITDA") for the four most recently  completed
fiscal quarters and to maintain  certain maximum ratios of consolidated  debt to
consolidated  EBITDA for the four most recently  completed fiscal quarters.  For
the four fiscal quarter completed May 3, 1997, the Company's consolidated EBITDA
and its ratio of consolidated  debt to consolidated  EBITDA were $19,463,000 and
6.78x,  respectively,  each  determined in accordance with the provisions of the
New Term Loan and New Revolving  Credit  Facility,  as compared to $20.9 million
and 5.55x as required by the financial covenants.

         As of June 20,  1997,  the  lenders  under  the New  Term  Loan and New
Revolving Credit Facility agreed to an amendment to the facilities, effective as
of April 30,  1997,  reducing  the minimum  EBITDA  requirements  and  adjusting
EBITDA-related ratios for periods ending through April 30, 1998.


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

         On March 27, 1997, the Company held a special  meeting of  stockholders
pursuant to notice  dated  March 6, 1997.  The purpose for which the meeting was
called was to  consider  and vote upon a proposal  to approve and adopt a Merger
Agreement dated November 27, 1996, by and among the Company,  J.W. Childs Equity
Partners,  L.P., CT Holding,  Inc. and JWC  Acquisition I, Inc. The proposal was
approved by the following vote:

                                                                 BROKER
          FOR            AGAINST            ABSTAIN             NON-VOTE
       ---------       -----------        -----------         ------------
       9,292,448         21,428              3,450                  0
       


<PAGE>
                                                                         Page 15
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 - No reports on Form 8-K were filed during the 
                  second quarter of fiscal 1997.


<PAGE>
                                                                         Page 16

                                   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: June 20, 1997                 Central Tractor Farm & Country, Inc.




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


                                     

<PAGE>

                                                                         Page 17


                      CENTRAL TRACTOR FARM & COUNTRY, INC.

                                INDEX TO EXHIBITS


                                                                      

EXHIBIT 10.23  Letter Amendment, dated as of April 30, 1997, to Credit
               Agreement, dated as of December 23, 1996, among the
               Company, Holding, certain banks, financial institutions
               and other institutional lenders listed therein, Fleet, as 
               administrative agent, and NationsBank, as Co-agent.

EXHIBIT 11     Statement Re:  Computation of Ratio of Earnings to
               Fixed Charges

EXHIBIT 27     Financial Data Schedule (included in electronic copy
               only)

EXHIBIT 99     Important Factors Regarding Forward-Looking
               Statements