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         January 31, 1998

                                       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


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of February 28, 1998:  100. All of the  registrant's  stock is
held by CT Holding, Inc. and is not publicly traded.

<PAGE>
<TABLE>
<CAPTION>
                                       CENTRAL TRACTOR FARM & COUNTRY, INC.
                                                       INDEX
<S>              <C>                                                                                 <C>

PART I.           FINANCIAL INFORMATION                                                                PAGE

 ITEM 1.          FINANCIAL STATEMENTS

         Condensed consolidated balance sheets, January 31, 1998
         (unaudited) and November 1, 1997................................................................3

         Condensed consolidated statements of income (unaudited), for the
         three months ended January 31, 1998 and February 1, 1997........................................4

         Condensed consolidated statements of cash flows (unaudited), for the
         three months ended January 31, 1998 and February 1, 1997........................................5
         Notes to condensed consolidated financial statements (unaudited)................................6

 ITEM 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS
                  OF OPERATIONS..........................................................................8

PART II.          OTHER INFORMATION

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

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

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

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

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

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

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

         Exhibit 12 - Statement Re:  Computation of Ratio of
                  Earnings to Fixed Charges
         Exhibit 27 - Financial Data Schedule (electronic copy only)
         Exhibit 99 - Important Factors Regarding Forward-Looking Statements
</TABLE>

                                        2
<PAGE>

<TABLE>
<CAPTION>
CENTRAL TRACTOR FARM & COUNTRY, INC.
Condensed Consolidated Balance Sheets
(In thousands except share data)
                                                            January 31,           November 1,
                                                               1998                  1997
                                                            -----------          ------------
                                                            (unaudited)             (Note)
<S>                                                        <C>                   <C>
ASSETS
     Current assets:
        Cash and cash equivalents                            $  5,757              $  7,378
        Recoverable income taxes                                2,513                 2,513
        Trade receivables, net                                  6,538                 7,264
        Inventory                                             217,500               222,117
        Deferred income taxes                                   3,215                 4,000
        Other                                                   2,671                 3,136
                                                             --------              --------
     Total current assets                                     238,194               246,408
                                                                                  
     Property, improvements and equipment, net                 42,964                43,195
     Goodwill, net                                            134,855               135,612
     Other assets                                               9,197                 9,020
                                                             --------              --------
     Total assets                                            $425,210              $434,235
                                                             ========              ========
                                                                                  
                                                                                  
LIABILITIES AND STOCKHOLDER'S EQUITY                                              
     Current liabilities:                                                         
        Note payable to bank                                 $ 51,030              $ 60,750
        Current portion of long-term debt and capital                             
            lease obligations                                   3,167                 3,170
        Accounts payable                                       69,718                68,015
        Accrued expenses and other liabilities                 28,778                28,834
                                                             --------              --------
     Total current liabilities                                152,693               160,769
                                                                                  
     Long-term debt, less current portion                     150,500               152,000
     Other long-term liabilities                                1,880                 1,919
                                                             --------              --------
     Total liabilities                                        305,073               314,688
                                                                                  
     Stockholder's equity:                                                        
        Common stock, $.01 par value: Authorized                                  
            shares-3,000; issued and outstanding                                  
            shares-100 (wholly-owned by CT Holding,Inc.)         --                    --
        Additional paid-in capital                            118,920               118,920
        Retained earnings                                       1,217                   627
                                                             --------              --------
     Total stockholder's equity                               120,137               119,547
                                                             --------              --------
     Total liabilities and stockholder's equity              $425,210              $434,235
                                                             ========              ========
</TABLE>
                                                                       


Note:    The balance sheet at November 1, 1997 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 condensed consolidated financial statements.

                                                         3

<PAGE>

<TABLE>
<CAPTION>

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


                                                               Three months ended
                                                    ---------------------------------------
                                                        SUCCESSOR       |      PREDECESSOR  
                                                    -----------------   |   ----------------
                                                    January 31, 1998    |   February 1, 1997
                                                    -----------------   |   ----------------
<S>                                                    <C>                    <C>
Net sales                                               $144,393        |      $ 71,479
Cost of sales                                            102,774        |        51,070
                                                        --------        |      --------
Gross profit                                              41,619        |        20,409
                                                                        |     
Selling, general and administrative expenses              34,094        |        17,614
Amortization of intangibles                                  866        |           257
                                                        --------        |      --------
Operating income                                           6,659        |         2,538
                                                                        |     
Interest expense                                           5,284        |           525
                                                        --------        |      --------
Income  before income taxes                                1,375        |         2,013
Income taxes                                                 785        |           872
                                                        --------        |      --------
Net income                                              $    590        |      $  1,141
                                                        ========        |      ========
                                                                        |     
Ratio of earnings to fixed                                              |                                            
  charges                                                 1.2x          |         3.0x
                                                        ========        |      ========
</TABLE>



See accompanying notes to condensed consolidated financial statements.


                                                         4

<PAGE>
<TABLE>
<CAPTION>
CENTRAL TRACTOR FARM & COUNTRY, INC.
Condensed Consolidated  Statements of Cash Flows (Unaudited)
 (In thousands)


                                                                     Three months ended
                                                          ---------------------------------------
                                                              SUCCESSOR       |      PREDECESSOR  
                                                          -----------------   |   ----------------
                                                          January 31, 1998    |   February 1, 1997
                                                          -----------------   |   ----------------
<S>                                                            <C>                 <C>                           
Operating activities                                                          |
Net income                                                      $    590      |     $  1,141  
Adjustments to reconcile net income to net                                    |    
     cash provided by (used in) operations:                                   |    
     Depreciation and amortization                                 2,447      |        1,175
     Deferred income taxes                                           785      |          748
     Changes in operating assets and liabilities                   7,459      |      (10,531)
                                                                --------      |     --------
Net cash provided by (used in) operating activities               11,281      |       (7,467)
                                                                              |    
Investing activities                                                          |    
     Purchases of property, improvements and equipment            (1,107)     |       (1,386)
     Other                                                          (532)     |         (813)
                                                                --------      |     --------
Net cash used in investing activities                             (1,639)     |       (2,199)
                                                                              |    
Financing activities                                                          |    
     Net (repayments) borrowings under line of credit             (9,720)     |       24,231
     Payments on long-term debt                                   (1,500)     |      (16,000)
     Other                                                           (43)     |          209
                                                                --------      |     --------
Net cash (used in) provided by financing activities              (11,263)     |        8,440
                                                                              |    
                                                                --------      |     --------
Net decrease in cash and cash equivalents                         (1,621)     |       (1,226)
                                                                              |    
Cash and cash equivalents at beginning of period                   7,378      |        3,809
                                                                --------      |     --------
Cash and cash equivalents at end of period                      $  5,757      |     $  2,583
                                                                ========      |     ========
                                                                  
</TABLE>
            
                                                                              
                                                                              
See accompanying notes to condensed consolidated financial statements.        


                                                         5

<PAGE>

                       CENTRAL TRACTOR FARM & COUNTRY INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 (IN THOUSANDS)

NOTE 1. PRESENTATION OF FINANCIAL INFORMATION

         Central Tractor Farm & Country, Inc. is a wholly-owned subsidiary of CT
Holding, Inc. ("CT Holding"),  an affiliate of J.W. Childs Equity Partners, L.P.
("Childs"). The consolidated financial statements include Central Tractor Farm &
Country,   Inc.  and  its  wholly-owned   subsidiary,   Country  General,   Inc.
(hereinafter collectively "the Company").

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

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

         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 1, 1997
("Form 10-K").

NOTE 2. Acquisitions

         As more fully  described in the Company's  Form 10-K for the year ended
November 1, 1997, the Company was acquired,  effective March 27, 1997, by Childs
for approximately  $159,393 (the  "Acquisition").  The Acquisition was partially
funded by a public  offering of $105,000  aggregate  principal  amount of Senior
Notes.  The  Acquisition  was  accounted  for as a  purchase  and 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 as of March 27, 1997.
The financial  statements of the Company for periods prior to March 27, 1997 are
presented on the historical cost basis of accounting.  A line has been placed in
the financial statements to distinguish

                                        6

<PAGE>

between Predecessor and Successor activity.

         Effective  June 26, 1997, the Company  acquired all of the  outstanding
capital stock of Country  General,  Inc.  ("Country  General"),  an agricultural
specialty   retailer,   for   approximately   $136,995  (the  "Country   General
Acquisition").  Country  General  operates  a chain of 114  agricultural  retail
stores. The transaction was accounted for as a purchase. As more fully described
in the Company's Form 10-K, the Country General Acquisition was partially funded
by a $49,750 cash equity contribution from CT Holding and the remainder by funds
drawn on the Company's amended and restated credit facility,  which provides for
a $50,000  6-year term loan facility and a $100,000  revolving  credit  facility
(collectively, the "Credit Facility").

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

         In allocating the purchase price to the assets and liabilities based on
fair values,  a $3,358 reserve was recorded for the estimated cost,  principally
lease  liabilities,  to close nine acquired  stores  during  fiscal 1998;  and a
$2,866  reserve was recorded for the cost of  severance  payments to  identified
employees  in  connection  with  the  closing  of  Country  General's  corporate
headquarters.  As of January  31,  1998 and  November  1, 1997,  the reserve for
severance  had been reduced to $1,788 and $2,722,  respectively,  as a result of
payments  to  terminated  employees.  No material  changes to the store  closing
reserve had been made as of January 31, 1998.


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 January
31,  1998 and  February  1,  1997 was  $595  and $56,  respectively,  and $48 at
November 1, 1997.




                                        7

<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 Condition and Results
         of Operations
         
         First Quarter of Fiscal 1998 Compared to First Quarter of Fiscal 1997

         Net sales for the first quarter of fiscal 1998 were $144.4 million,  an
increase  of $72.9  million,  or 102.0%,  as compared to total net sales for the
first quarter of fiscal 1997 of $71.5 million. This increase was due principally
to the acquisition of 118 stores in fiscal 1997,  primarily  through the Country
General  Acquisition.  Net sales includes $68.7 million of Country General sales
during the first  quarter of fiscal 1998.  In  addition,  the Company had a full
quarter  of  operations  for  the 4 new  stores  opened  in  fiscal  1997  and a
comparable store sales increase of 2.3% for Central Tractor stores.

         Gross profit for the first quarter of fiscal 1998 was $41.6 million, an
increase of $21.2 million or 103.9%,  as compared to $20.4 million for the first
quarter of fiscal  1997.  Gross  profit as a  percentage  of net sales  remained
relatively  constant at 28.8% for the first  quarter of fiscal 1998, as compared
to 28.6% for the first quarter of fiscal 1997.

         Selling,  general  and  administrative  (SGA)  expenses  for the  first
quarter of fiscal 1998 were $34.1  million,  an increase  of $16.5  million,  or
93.6%,  as compared to the first  quarter of fiscal 1997.  This increase was due
primarily to costs  related to the operation of the Country  General  stores and
other  stores  opened  and  acquired  during  fiscal  1997.  SGA  expenses  as a
percentage of net sales  decreased to 23.6% for the first quarter of fiscal 1998
as compared to 24.6% for the first  quarter of fiscal  1997,  due  primarily  to
proportionately  higher  levels of SGA  expenses in the first  quarter of fiscal
1997 in stores opened and acquired during fiscal 1996.

         Amortization  of intangibles  was $0.9 million for the first quarter of
fiscal 1998 and $0.3 million for the first quarter of fiscal 1997.  The increase
is due to the additional  goodwill  incurred in the  Acquisition and the Country
General Acquisition.

                                        8
<PAGE>

         Operating income for the first quarter of fiscal 1998 was $6.7 million,
an  increase of $4.2  million,  or 162.3%,  as compared to $2.5  million for the
first  quarter of fiscal 1997.  Operating  income as a  percentage  of net sales
increased  to 4.6% for the first  quarter of fiscal 1998 from 3.6% for the first
quarter of fiscal 1997.  The  increase  was the result of the factors  affecting
sales, gross profit and SGA as discussed above.

         Interest expense for the first quarter of fiscal 1998 was $5.3 million,
an increase of $4.8 million as compared to $0.5 million for the first quarter of
fiscal 1997.  This increase was primarily due to the additional debt incurred to
the fund the  Acquisition,  the Country  General  Acquisition and the short term
borrowing needs of the consolidated entity.

         Income taxes for the first quarter of fiscal 1998 were $0.8 million,  a
decrease of $0.1 million as compared to the first quarter of fiscal 1997. Income
tax as a percentage of pretax  earnings was 57.1% in 1998,  compared to 43.3% in
1997. This increase is due primarily to amortization of goodwill  related to the
Acquisition, which is not deductible for income tax purposes.

         Net income for the first  quarter of fiscal 1998 was $0.6  million,  as
compared to $1.1 million for the first quarter of fiscal 1997 as a result of the
factors discussed above.

         Liquidity and Capital Resources

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

         On January 31, 1998, the Company had working  capital of $85.5 million,
which was a $0.1  million  decrease  from  working  capital of $85.6  million on
November 1, 1997.  This decrease  resulted  primarily from the repayment of $9.7
million on the  Company's  revolving  credit  facility,  offset by a decrease in
inventory and changes in other current assets and liabilities.

         Net cash  provided by operating  activities  increased to $11.3 million
for the first quarter of fiscal 1998. This was an increase of $18.8 million from
the first quarter of fiscal 1997, which resulted in $7.5 million of cash used in
operating  activities.  This  increase  resulted  primarily  from an increase in
accounts  payable and accrued  expenses in the first  quarter of fiscal 1998, as
compared  to a  decrease  in the  first  quarter  of fiscal  1997,  and a larger
decrease in inventory during the first quarter of fiscal 1998 as compared to the
same period in the prior year.  The  Company's  capital  expenditures  were $1.1
million  and $1.4  million  for the  first  quarter  of  fiscal  1998 and  1997,
respectively.  In  addition,  the  Company had net  repayments  of debt of $11.3
million during the first quarter of fiscal 1998 as compared to net borrowings of
$8.2 million during the first quarter of fiscal 1997.

                                        9
<PAGE>

         In connection with the  Acquisition,  the Company  consummated a public
offering  of $105.0  million  aggregate  of 10 5/8%  Senior  Notes (the  "Senior
Notes").  The  Senior  Notes  mature  on April 1,  2007  with  interest  payable
semiannually  in  arrears  on April 1 and  October  1. The  Senior  Notes may be
redeemed beginning April 1, 2002 at a price of 105.3125% of the principal amount
decreasing  approximately 1.77% annually thereafter until April 1, 2005 at which
time  they  are  redeemable  at face  value.  Furthermore,  notwithstanding  the
foregoing,  the Company may redeem up to 35% of the original aggregate principal
amount of the Senior Notes at a price of 110% of the  principal  amount with the
net cash  proceeds of a public  equity  offering  within 60 days of closing such
offering.

         In connection  with the Country General  Acquisition,  on July 3, 1997,
the Company  amended and restated  the Credit  Facility  (consisting  of a $50.0
million,  six-year term loan facility, which has been fully funded, and a $100.0
million revolving credit facility,  under which $51.0 million was outstanding as
of January  31,  1998).  The Credit  Facility  will  mature on June 30, 2003 and
borrowings will bear interest at rates based upon prime or Eurodollar rates plus
an applicable margin.

         The  Company  anticipates  that  its  principal  uses  of  cash  in the
foreseeable   future  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 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.

         There can be no assurance,  however,  that the Company's  business will
continue  to  generate  sufficient  cash flow from  operations  in the future to
service its debt,  and the Company may be required to refinance all or a portion
of its existing debt or to obtain additional  financing or to reduce its capital
spending.  There can be no assurance that any such refinancing would be possible
or that any  additional  financing  could be obtained.  The  inability to obtain
additional financing could have a material adverse effect on the Company.

         Seasonality

         Unlike many specialty retailers, 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.


                                       10
<PAGE>

         Inflation

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

         Year 2000

         The  Company  has  conducted  a  comprehensive  review of its  computer
systems to identify  the systems that could be affected by the "Year 2000" issue
and is developing  an  implementation  plan to resolve the issue.  The Year 2000
problem is the result of computer programs being written using two digits rather
than four to define the applicable year. Any of the Company's programs that have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than  the  year  2000.   This  could  result  in  a  major  system   failure  or
miscalculations.  The Company  presently  believes that, with  modifications  to
existing software and converting to new software, the Year 2000 problem will not
pose significant  operational  problems for the Company's computer systems as so
modified and converted.  The expenditures for the  modifications and conversions
are not  expected to have a material  impact on the  operations  of the Company.
However,  if such  modifications and conversions are not completed  timely,  the
Year 2000 problem may have a material impact on the operations of the Company.





                                       11

<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                                                  None






                                       12

<PAGE>


                                   SIGNATURES

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

Date: March 16, 1998                  Central Tractor Farm & Country, Inc.




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





                                       13

<PAGE>
                      CENTRAL TRACTOR FARM & COUNTRY, INC.

                                INDEX TO EXHIBITS

                                                                           Page



EXHIBIT 12     Statement Re:  Computation of Ratio of Earnings
               to Fixed Charges.............................................15

EXHIBIT 27     Financial Data Schedule (electronic copy only)...............16


EXHIBIT 99     Important Factors Regarding Forward-Looking Statements.......17



                                       14