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         August 2, 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>

<TABLE>
<CAPTION>


                                       CENTRAL TRACTOR FARM & COUNTRY, INC.

                                                       INDEX

PART I.           FINANCIAL STATEMENTS                                                           PAGE
<S>      <C>     <C>                                                                            <C>

 ITEM 1.          FINANCIAL STATEMENTS

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

         Condensed consolidated statements of income (unaudited),  for the three
         months and nine months ended August 2, 1997 and the
         three months and nine months ended July 27, 1996.........................................4

         Condensed consolidated statements of cash flows (unaudited),
         nine months ended August 2, 1997 and July 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..............................................................14

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

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

 ITEM 5.          OTHER INFORMATION..............................................................14

 ITEM 6.          EXHIBITS AND REPORTS ON FORM 8-K...............................................14

 INDEX TO EXHIBITS...............................................................................16

</TABLE>


                                        2

<PAGE>
<TABLE>
<CAPTION>

CENTRAL TRACTOR FARM & COUNTRY, INC.                               
Condensed Consolidated Balance Sheets
(In thousands except share data)

                                                                    SUCCESSOR   |  PREDECESSOR
                                                                    ----------  |  -----------
                                                                     August 2,  |   November 2,
                                                                       1997     |      1996
                                                                    ----------  |  -----------
                                                                    (unaudited) |    (Note)
<S>                                                               <C>             <C>
                                                                                |
ASSETS                                                                          |
    Current assets:                                                             |
       Cash and cash equivalents                                    $     4,450 |  $     3,809
       Trade receivables, net                                             6,672 |          992
       Inventory                                                        216,759 |      107,203
       Other                                                              4,279 |        2,368
                                                                    ----------- |  -----------
    Total current assets                                                232,160 |      114,372
                                                                                |
    Property, improvements and equipment, net                            41,959 |       24,457
    Goodwill, net                                                       138,127 |       19,018
    Other assets                                                          6,155 |        1,391
                                                                    ----------- |  -----------
    Total assets                                                    $   418,401 |  $   159,238
                                                                    =========== |  ===========
                                                                                |
                                                                                |
LIABILITIES AND STOCKHOLDERS' EQUITY                                            |
    Current liabilities:                                                        |
       Note payable to bank                                         $    64,900 |  $     3,669
       Current portion of long-term debt                                  3,000 |            0
       Accounts payable                                                  47,357 |       41,081
       Accrued expenses and other liabilities                            25,169 |        5,819
                                                                    ----------- |  -----------
    Total current liabilities                                           140,426 |       50,569
                                                                                |
    Long-term debt, less current portion                                152,000 |       16,000
    Other long-term liabilities                                           5,756 |        2,606
                                                                    ----------- |  -----------
    Total liabilities                                                   298,182 |       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                                              0 |          665
       Additional paid in capital                                       118,182 |       69,709
       Retained earnings                                                  2,037 |       19,583
                                                                    ----------- |  -----------
    Total stockholders' equity                                          120,219 |       90,063
                                                                    ----------- |  -----------
    Total liabilities and stockholders' equity                      $   418,401 |  $   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.                                                            
             

          See accompanying notes to consolidated financial statements.

</FN>
</TABLE>
                                        3
<PAGE>
<TABLE>
<CAPTION>

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

                                                                  Three months ended
                                            ----------------------------------------------------------
                                                 SUCCESSOR      |                         PREDECESSOR
                                            ------------------  |                     ----------------
                                            Three months ended  |                     Nine months ended
                                              August 2, 1997    |                        July 27, 1996
                                            ------------------  |                     -----------------
 <S>                                            <C>                                        <C>
                                                                |
Net sales                                        $129,216       |                           $ 86,169
Cost of sales                                      92,567       |                             60,752
                                                 --------       |                           --------
Gross profit                                       36,649       |                             25,417
                                                                |                          
Selling, general and administrative expense        26,414       |                             18,217
Amortization of intangibles                           716       |                                228
                                                 --------       |                           --------
Operating income                                    9,519       |                              6,972
                                                                |                          
Interest expense                                    6,921       |                                360
                                                 --------       |                           --------
Income before income taxes                          2,598       |                              6,612
Income taxes                                        1,293       |                              2,675                
                                                 --------       |                           --------
Net income                                       $  1,305       |                           $  3,937
                                                 ========       |                           ========
Ratio of earnings to fixed                                      |
  charges                                          1.4 x        |                             8.7 x
                                                 ========       |                           ========     
<CAPTION>

                                                                 Nine months ended
                                            ------------------------------------------------------------
                                                 SUCCESSOR      |     PREDECESSOR         PREDECESSOR
                                            -----------------   |  ----------------  --------------------
                                            March 27, 1997 to   |    Nov 3, 1996 to    Nine months ended     
                                              August 2, 1997    |   March 26, 1997       July 27, 1996
                                            -----------------   |  ----------------  --------------------
<S>                                            <C>                   <C>                  <C>
                                                                |
Net sales                                       $ 164,384       |     $ 106,048            $ 219,125
Cost of sales                                     117,100       |        75,281              155,601
                                                ---------       |     ---------            ---------
Gross profit                                       47,284       |        30,767               63,524
                                                                |                         
Selling, general and administrative expense        34,010       |        29,045               49,934
Amortization of intangibles                           923       |           415                  670
                                                ---------       |     ---------            ---------
Operating income                                   12,351       |         1,307               12,920
                                                                |                         
Interest expense                                    8,398       |         3,188                1,204
                                                ---------       |     ---------            ---------
Income (loss) before income taxes                   3,953       |        (1,881)              11,716
Income taxes (credits)                              1,916       |          (634)               4,815
                                                ---------       |     ---------            ---------
Net income (loss)                               $   2,037       |     ($  1,247)           $   6,901
                                                =========       |     =========            =========        
Ratio (deficiency) of earnings to fixed                         |
  charges                                         1.4 x         |       (.5 x)                 5.5 x
                                                =========       |     =========            =========
                                                                
</TABLE>


          See accompanying notes to consolidated financial statements.


                                        4
<PAGE>

<TABLE>
<CAPTION>

CENTRAL TRACTOR FARM & COUNTRY, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
         (In thousands )
                                                            
                                                              SUCCESSOR      |      PREDECESSOR               PREDECESSOR
                                                           ---------------   |    --------------          ------------------
                                                           May 4, 1997 to    |    Nov 3, 1996 to           Nine months ended
                                                           August 2, 1997    |    March 26, 1997             July 27, 1996
                                                           ---------------   |    --------------          ------------------
<S>                                                          <C>                   <C>                     <C>
Operating Activities                                                         |
Net income (net loss)                                          $   2,037     |      $   (1,247)              $   6,901   
Adjustments to reconcile net income to net                                   |                              
     cash provided by (used in) operations:                                  |                              
     Depreciation and amortization                                 2,696     |           1,904                   2,899
     Changes in operating assets and liabilities                  (4,702)    |         (12,916)                 (7,334)
                                                               ---------     |       ---------               ---------
Net cash  provided by (used in ) continuing operations                31     |         (12,259)                  2,466
Net cash provided by (used in)  discontinued operations             --       |            --                    13,520
                                                               ---------     |       ---------               ---------
Net cash provided by (used in) operating activities                   31     |         (12,259)                 15,986
                                                                             |                              
Investing activities                                                         |                              
                                                                             |                              
     Purchases of property, improvements and equipment            (1,501)    |          (2,419)                 (5,850)
     Cost of acquiring outstanding common                           --       |            --                      --
         stock from predecessor shareholders                    (293,903)    |            --                    (4,984)
     Other                                                           446     |          (1,338)                    140
                                                               ---------     |       ---------               ---------
Net cash provided by (used in) investing activities             (294,958)    |          (3,757)                (10,694)
                                                                             |                              
Financing activities                                                         |                             
                                                                             |                              
     Proceeds from the issuance of common stock                  118,920     |                              
     Net borrowings (repayments) under line of credit and                    |                              
       margin loan facility                                       31,987     |          29,244                  (4,146)
     Payments on long-term debt                                   (8,000)    |         (16,000)                    (17)
     Proceeds from issuance of long term debt                    163,000     |            --                      --
       credit, term loan and Senior Notes                         (7,521)    |            --                      --
     Other                                                          (229)    |             183                     (18)
                                                               ---------     |       ---------               ---------
Net cash provided by (used in) financing activities              298,157     |          13,427                  (4,181)
                                                                             |                              
Net increase(decrease) in cash and cash equivalents            $   3,230     |       $  (2,589)              $   1,111
                                                               =========     |       =========               =========
                                                                             |                              
Cash and cash equivalents at beginning of period                   1,220     |           3,809                   3,094
Cash and cash equivalents at end of period                     $   4,450     |       $   1,220               $   4,205
                                                               =========     |       =========               =========
</TABLE>                                                       
                                                                                
                                                                              
          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  financial  statements  have been  prepared by Central
Tractor  Farm &  Country,  Inc.  ("CT"  or "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 3  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. ACQUISITION OF COUNTRY GENERAL, INC.

On July 3, 1997, the Company  acquired all of the  outstanding  stock of Country
General, Inc. ("CG") from ConAgra, Inc. ("ConAgra") in exchange for $135,000,000
in cash, subject to post-closing adjustment (the "Acquisition").  As a result of
the  Acquisition CG became a  wholly-owned  subsidiary of CT. At the time of the
Acquisition,  CG  operated  a chain  of 114  stores,  located  primarily  in the
Midwest,  offering  merchandise  oriented to farm and country living,  including
animal care  products,  farm and ranch  supplies,  clothing  and lawn and garden
products.  Substantially  all  of the CG  stores  are  located  in  markets  not
currently  served by CT stores.  The  Company  presently  intends to continue to
operate substantially all of the CG stores under their current format.

The  Company  funded the  acquisition  price in part from a  $49,750,000  equity
contribution it received from its sole shareholder, CT Holding, Inc ("Holding"),
and in part from funds drawn under an amendment and restatement of the Company's
Credit  Agreement  with Fleet  National  Bank, as  administrative  agent for the
banks, financial institutions and other institutional lenders party thereto (the
"New Credit Facility"). Among other things, the amendment and restatement of the
New Credit  Facility  increased the aggregate  principal  amount of the facility
from $38,000,000 to $150,000,000  consisting of a $50,000,000 term loan facility
and a $100,000,000 revolving credit facility.


                                        6

<PAGE>



The  acquisition  is accounted for as a purchase and was included in the results
of operations from the date of purchase. The net assets purchased are as follows
(in thousands):

Inventories                                                    $ 101,744
Accounts receivables net of allowances for doubtful accounts       5,795
Property and equipment                                            16,708
Other assets                                                         902
Accounts payable and accrued expenses                            (40,242)
Goodwill                                                          51,706
                                                               ---------
Purchase price of $135.0 million plus acquisition costs        $ 136,613
                                                               =========


NOTE 3. ACQUISITION OF COMPANY BY J.W. CHILDS

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  (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 term loan
and a  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.  This term note and revolving  credit  facility was amended at
the time of the Country General acquisition (See Note 2.).

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 (in thousands):

Cost of acquiring the outstanding common stock of the
  Company from Predecessor shareholders                       $159,903
Fair value of underlying tangible net assets                    72,630
                                                              --------
Excess of cost of acquisition over the allocated fair value
  of the underlying tangible net assets                       $ 87,273
                                                              ========



                                        7

<PAGE>



NOTE 4. 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 5. 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 4; (ii) the acquisition of
the  Company by Childs and the Senior  Note  offering  described  in Note 3; and
(iii) the  acquisition of Country General by the Company (iv) the debt financing
arrangements relating  acquisitions,  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             Nine Months Ended
                  --------------------------      --------------------------
                     Aug 2,         July 27,         Aug 2,        July 27,
                      1997           1996            1997            1996
                  -----------     ----------      ---------       ----------
                                       (In thousands)

Net sales          $188,664        $177,720        $461,428        $467,457
                                                                 
Operating income     16,430          14,250          29,477          23,726
                                                                 
Net loss              7,284           5,246           7,675           4,186
                                                            

NOTE 6. NEW CREDIT FACILITY

On July 3, 1997,  the  Company  entered  into an  amended  and  restated  Credit
Facility which consists of an $50.0 million,  six-year term loan facility, which
was fully funded,  and a $100.0 million  revolving  credit  facility under which
$64.9  million was  outstanding  as of August 2, 1997.  The  amounts  originally
funded  and  drawn  under the  Credit  Facility  were  used,  in part,  to repay
outstanding borrowings under the Company's prior line of credit agreement.

The Credit  Facility will mature on June 30, 2003.  Borrowings  under the Credit
Facility  will bear  interest at rates based upon prime or the  Eurodollar  Rate
plus a margin.  At August 2, 1997,  the interest  rate on the Term Loan was 8.0%
and the interest rate on the Revolving Credit Facility was 9.5%.


                                        8

<PAGE>



The term loan must be repaid in semiannual  installments  beginning December 31,
1997,  plus annual  prepayments  based on the  Company's  excess  cash flow,  as
defined. The installments are as follows:

         DATE                                          AMOUNT
         ----                                          ------
December 31, 1997                                    $1,500,000
June 30, 1998                                        $1,500,000
December 31, 1998                                    $1,500,000
June 30, 1999                                        $1,500,000
December 31, 1999                                    $3,000,000
June 30, 2000                                        $3,000,000
December 31, 2000                                    $4,000,000
June 30, 2001                                        $4,000,000
December 31, 2001                                    $6,000,000
June 30, 2002                                        $6,000,000
December 31, 2002                                    $9,000,000
June 30, 2003                                        $9,000,000

The 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

Third Quarter of Fiscal 1997 Compared to Third Quarter of Fiscal 1996

Sales for the third quarter of fiscal 1997 were $129.2  million,  an increase of
$43.1 million, or 50.0 %, as compared to total sales for third quarter of fiscal
1996 of $86.1 million.  This increase was due to $32.7 million in net sales from
Country  General,  seven new stores  opened  during the first,  second and third
quarter of fiscal  1997 and  thirty-one  stores  acquired  during  fiscal  1996,
partially  offset by comparable  store sales  decrease of 1.3%.  The decrease in
comparable  store sales was primarily the result of a cool spring  followed by a
dry summer in the  Northeast  where the  majority of the  comparable  stores are
located.

Gross profit for the third quarter of fiscal 1997 was $36.6 million, an increase
of $11.2 million or 44.2%, as compared to $25.4 million for the third quarter of
fiscal  1996.  Gross  profit  as a  percentage  of sales was 28.4% for the third
quarter of fiscal  1997,  as compared  to 29.5% for the third  quarter of fiscal
1996.  The  additional  sales from  Country  General  generated  $9.2 million in
additional gross margin at 28.0%. Central Tractor sales generated $27.5 in gross
margin at 28.5%.  The decrease in Central  Tractor's  margins is  primarily  the
result of additional promotional activity during the quarter.

Selling,  general and  administrative  (SGA)  expenses for the third  quarter of
fiscal 1997 were $26.4 million, an increase of $8.2 million,  or 44.9%.  Country
General  accounted  for $6.5  million or 35.6% of the  increase.  The  remaining
increase is due primarily to the new store opening, Big Bear Acquisition and pre
opening store costs partially  offset by decreased  comparable  store costs. SGA
expenses as a percentage  of sales  decreased to 20.4% for the third  quarter of
fiscal  1997 as  compared to 21.1% for the third  quarter of fiscal  1996.,  due
primarily to the inclusion of Country General. Country General's SGA expenses as
a  percent  to sales is 19.8%.  Central  Tractor's  SGA of 20.7% is up  slightly
because of reduced sales in comparable stores.

Amortization  expenses for the quarter has  increased .5 million  because of the
additional  goodwill  arising form the acquisition of the Company by J.W. Childs
and the purchase of Country General.

Operating  income for the third  quarter  of fiscal  1997 was $9.5  million,  an
increase of $2.5  million,  or 35.7%.  as compared to $7.0 million for the third
quarter of fiscal 1996.  Operating  income as a percentage of sales decreased to
7.4% for the third  quarter  of fiscal  1997 from 8.1% for the third  quarter of
fiscal 1996.  The  decrease  primarily  was the result of the factors  affecting
sales, gross profit and SGA as discussed above.

Interest  expense  for the third  quarter of fiscal  1997 was $6.9  million,  an
increase of $6.5  million as  compared to $ .4 million for the third  quarter of
fiscal 1996. The increase is attributed primarily to the placement of the $105.0
million in Senior Notes,  the additional  borrowing of $86.8 to purchase Country
General and acquisition related financing and interest costs of $2.4 million.

Income taxes (credits) for the third quarter of fiscal 1997 were $1.3 million, a
decrease of $1.4  million as compared to $2.7  million  third  quarter of fiscal
1996. Income tax as a percentage of pretax earnings was 49.8% in 1997, compared

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<PAGE>



to 40.4% in 1996. The change is due primarily to the effect of a proportionately
high amount of non-deductible goodwill amortization.

Net  income  from  operations  for the third  quarter  of  fiscal  1997 was $1.3
million,  a decrease of $2.6  million as compared to $3.9  million for the third
quarter of fiscal 1997 as a result of the factors discussed above.

Nine Months Ended August 2, 1997 Compared to Nine Months Ended July 27, 1996

Sales for the nine months ended August 2, 1997 were $270.4 million,  an increase
of $51.3 million, or 23.4%, as compared to total sales for the nine months ended
July 27, 1996 of $219.1  million.  This increase was due to $32.7 million in net
sales from Country General, seven new stores opened during the first, second and
third quarter of fiscal 1997 and thirty-one  stores acquired during fiscal 1996,
partially  offset by comparable  store sales  decrease of 5.3%.  The decrease in
comparable  store sales was  primarily the result of mild winter  conditions,  a
cool spring  followed by a dry summer 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 nine months  ended  August 2, 1997 was $78.1  million,  an
increase of $14.6  million or 22.9%,  as compared to $63.5  million for the nine
months ended July 27, 1996.  Gross profit as a percentage of sales was 28.9% for
fiscal 1997,  as compared to 29.0% for fiscal 1996.  The  additional  sales from
Country  General  generated  $9.1 million in  additional  gross margin at 28.0%.
Central Tractor sales generated $68.9 in gross margin at 28.9%.  The decrease in
margins is  primarily  the result of  including  Country  General at the reduced
margin.

Selling,  general and  administrative  (SGA)  expenses for the nine months ended
August 2, 1997 was $63.1 an increase of $13.1 million, or 26.3%. Country General
accounted for $6.5 million or 13.0% of the increase.  The remaining increase is
due primarily to the new store  opening,  Big Bear  Acquisition  and pre opening
store costs being offset by decreased  comparable store costs. SGA expenses as a
percentage of sales  increased to 23.3% for fiscal 1997 as compared to 22.8% due
primarily to  proportionately  higher levels of SGA expense in stores opened and
acquired during fiscal 1996 and reduced sales in comparable stores.

Amortization  expenses for the quarter has increased $.7 million  because of the
additional  goodwill  arising form the acquisition of the Company by J.W. Childs
and the purchase of Country General.

Operating income for the nine months ended August 2, 1997 was $13.7 million,  an
increase of $.8 million,  5.7%. as compared to $12.9 million for the nine months
ended July 27,1996.  Operating income as a percentage of sales decreased to 5.1%
for fiscal 1997 from 5.9% for fiscal 1996. The decrease primarily was the result
of the factors affecting sales, gross profit and SGA as discussed above.

Interest expense for the nine months ended August 2, 1997 was $11.6 million,  an
increase of $10.4  million as  compared  to $ 1.2 million for nine months  ended
July 27, 1997.  The  increase is  attributed  primarily to the  placement of the
$105.0 million in Senior Notes,  the  additional  borrowing of $86.8 to purchase
Country  General and  acquisition  related  financing and interest costs of $4.6
million.

Income taxes for nine months ended August 2, 1997 were $1.3 million,  a decrease
of $3.5 million as compared to $4.8 million for nine months ended July  27,1996.
Income tax as a percentage  of pretax  earnings  was 61.9% in 1997,  compared to
41.1% in 1996.  The change is due  primarily to the effect of a  proportionately
high amount of non-deductible goodwill amortization.

Net income  from  operations  for the nine months  ended  August 2, 1997 was $.8
million,  a decrease of $6.1 million as compared to $6.9 million for fiscal 1996
as a result of the factors discussed above.


                                       11

<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  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  ("BCC"),  an  affiliate  of Childs  would  merge  with and into 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 term loan and a 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.  This term loan and revolving  credit  facility was amended at
the time of the Country General acquisition. (See Note 2)

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 Facilities      6,151
                Additional cash                            2,645
                Fee and expenses                           8,631
                                                        --------
                                                        $105,000


On July 3, 1997, the Company  acquired all of the  outstanding  stock of Country
General, Inc. ("CG") from ConAgra, Inc. ("ConAgra") in exchange for $135,000,000
in cash, subject to post-closing adjustment (the "Acquisition").  As a result of
the  Acquisition CG became a  wholly-owned  subsidiary of CT. At the time of the
Acquisition,  CG  operated  a chain  of 114  stores,  located  primarily  in the
Midwest,  offering  merchandise  oriented to farm and country living , including
animal care  products,  farm and ranch  supplies,  clothing  and lawn and garden
products,  Substantially  all  of the CG  stores  are  located  in  markets  not
currently  served by CT stores.  The  Company  presently  intends to continue to
operate substantially all of the CG stores under their current format.

The  Company  funded the  acquisition  price in part from a  $49,750,000  equity
contribution  it  received  from  its  sole   shareholder,   CT  Holding,   Inc.
("Holding"),  and in part from funds drawn under an amendment and restatement of
the Company's Credit Agreement with Fleet National Bank, as administrative agent
for the banks, financial institutions

                                       12

<PAGE>



and other institutional lenders party thereto (the "New Credit Facility"). Among
other things, the amendment and restatement of the New Credit Facility increased
the aggregate principal amount of the facility from $38,000,000 to $150,000,000,
consisting  of a  $50,000,000  term  loan  facility  ("New  Term  Loan")  and  a
$100,000,000 revolving credit facility ("New Revolving Credit Facility").

The proceeds to the Company from the July 3, 1997 refinancing was $159.1 million
before  commissions  and estimated  expenses of the offering.  The proceeds were
used to repay  borrowings from the December 23, 1996 Credit  Facility,  purchase
Country General and pay financing fees:

         Sources of Funds:
           Equity investment                            $ 49,750
           Senior debt financing                          50,000
           Senior revolver financing                      59,369
                                                        --------
                                                        $159,119
                                                        --------
         
         Uses of Funds:
           Repayment of existing credit facilities      $ 19,869
           Purchase of Country General stock             135,000
           Fees and expenses including $2,637 charged
              operations                                   4,250
                                                        --------
                                                        $159,119
                                                        --------

The New Term  Loan is a $ 50.0  million,  6 year term  facility,  which has been
fully funded and the New Revolving  Credit Facility is $100.0 million  revolving
credit  facility,  under  which $64.9  million was out  standing as of August 2,
1997. The credit facility will mature June 30, 2003.

On June 6, 1997,  the holders of CT  Holding,  Inc.'s  outstanding  Series B 13%
Senior  Redeemable  Exchangeable  Pay- In-Kind  Preferred  Stock  exchanged  the
preferred stock,  including  accrued dividends for $10.6 million of CT Holding's
13% Subordinated Notes.

On August 2, 1997, the Company had working capital of $107.5 million,  which was
a $43.7 million  increase  over working  capital of $63.8 million on November 2,
1996.

Net cash provided  (used) by continuing  operations  decreased from $2.5 million
for the first nine  months of fiscal  1996 to $(12.2)  million for the first six
months of fiscal 1997.  This increase in cash used 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 $3.9
million  and  $5.9  million  for the  nine  months  of  fiscal  1997  and  1996,
respectively.

Seasonality

Unlike many specialty retailers,  historically 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.

                                       13

<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 Company filed a Form 8-K dated July 3, 1997 
                             to report its acquisition of CG.

                                       14

<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: September 16, 1997               Central Tractor Farm & Country, Inc.



                                         /s/ Dean Longnecker
                                         Dean Longnecker
                                         Executive Vice President and
                                         Chief Operations Officer


                                       15

<PAGE>


                      CENTRAL TRACTOR FARM & COUNTRY, INC.

                                INDEX TO EXHIBITS

                                                                          



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       


                                       16