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

                                    FORM 10-Q
(Mark One)
                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 X                SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended         January 30, 1999    

                                       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, 1999:  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>

PART I.       FINANCIAL INFORMATION                                                                         PAGE

 ITEM 1.      FINANCIAL STATEMENTS

     Condensed consolidated balance sheets, January 30, 1999 (unaudited) and October 31, 1998.................  3

     Condensed consolidated statements of income (unaudited), for the three months ended January 30, 1999
     and January 31, 1998.....................................................................................  4

     Condensed consolidated statements of cash flows (unaudited), for the three months ended January 30, 1999
     and January 31, 1998.....................................................................................  5

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

 ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS...........................................................................  7

PART II.      OTHER INFORMATION

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

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

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

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

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

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

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

     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>




CENTRAL TRACTOR FARM & COUNTRY, INC.
Condensed Consolidated Balance Sheets
(In thousands except share data)
<TABLE>
<CAPTION>
                                                                        January 
                                                                          30,             October 31,
                                                                         1999                 1998
                                                                      -----------         -----------
                                                                      (unaudited)            (Note)
<S>                                                                   <C>                 <C>
ASSETS
   Current assets:

      Cash and cash equivalents                                         $  5,144           $  6,971
      Recoverable income taxes                                             2,028              3,134
      Trade receivables, net                                               3,843              4,648
      Inventory                                                          234,868            217,064
      Other                                                                2,547              3,010
                                                                        --------           --------
   Total current assets                                                  248,430            234,827
                                                                                         
   Property, improvements and equipment, net                              46,325             41,627
   Goodwill, net                                                         133,143            134,037
   Other assets                                                            8,557              8,354
                                                                        --------           --------
   Total assets                                                         $436,455           $418,845
                                                                        ========           ========
                                                                                         
LIABILITIES AND STOCKHOLDER'S EQUITY                                                     
   Current liabilities:                                                                  
      Note payable to bank                                              $ 44,000           $ 32,075
      Current portion of long-term debt and capital lease obligations      3,157              3,159
      Accounts payable                                                    84,472             78,322
      Accrued expenses and other liabilities                              21,951             22,862
                                                                        --------           --------
   Total current liabilities                                             153,580            136,418
                                                                                         
   Long-term debt, less current portion                                  147,500            149,000
   Other long-term liabilities                                             4,132              3,670
                                                                        --------           --------
   Total liabilities                                                     305,212            289,088
                                                                                         
   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                                         119,155            119,155
      Retained earnings                                                   12,088             10,602
                                                                        --------           --------
   Total stockholder's equity                                            131,243            129,757
                                                                        --------           --------
   Total liabilities and stockholder's equity                           $436,455           $418,845
                                                                        ========           ========
                                                                                 
Note:    The balance sheet at October 31, 1998 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.
</TABLE>


                                                       3

<PAGE>

CENTRAL TRACTOR FARM & COUNTRY, INC.                                    
Condensed Consolidated Statements of Income (Unaudited)
(In thousands)
                                                  Three months ended
                                             -----------------------------
                                              January 30,     January 31,    
                                                  1999           1998      
                                             --------------  -------------

Net sales                                      $ 146,147        $ 144,393
Cost of sales                                    103,520          102,774
                                               ---------        ---------
Gross profit                                      42,627           41,619
                                                                
Selling, general and administrative expense       33,742           34,094
Amortization of intangibles                          972              866
                                               ---------        ---------
Operating income                                   7,913            6,659
                                                                
Interest expense                                   4,959            5,284
                                               ---------        ---------
Income before income taxes                         2,954            1,375
Income taxes                                       1,468              785
                                               ---------        ---------
Net income and comprehensive income            $   1,486        $     590
                                               =========        =========
                                           
Ratio of earnings to fixed charges                1.5 x            1.2 x
                                               =========        =========


See accompanying notes to condensed consolidated financial statements.


                                        4

<PAGE>


CENTRAL TRACTOR FARM & COUNTRY, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands )
                                                          Three months ended
                                                      -------------------------
                                                       January 30,   January 31,
                                                          1999          1998    
                                                      ------------  ------------

Operating Activities
Net income                                              $  1,486       $    590
Adjustments to reconcile net income to net cash                       
   provided by operations:                                            
   Depreciation and amortization                           2,526          2,447
   Deferred income taxes                                   1,468            785
   Changes in operating assets and liabilities            (5,324)         7,459
                                                        --------       --------
Net cash provided by operating activities                    156         11,281
                                                                      
Investing Activities                                                  
   Purchases of property, improvements and                            
     equipment, net                                       (4,015)        (1,107)
   Purchase of net operating assets of and                            
     advances to H.C. Shaw Co.                            (7,829)          --   
   Other                                                    (518)          (532
                                                        --------       --------
Net cash used in investing activities                    (12,362)        (1,639)
                                                                      
Financing Activities                                                  
   Net borrowings (repayments) under line of                          
     credit                                               11,925         (9,720)
   Payments on long-term debt                             (1,500)        (1,500)
   Other                                                     (46)           (43)
                                                        --------       --------
Net cash provided by (used in) financing activities       10,379        (11,263)
                                                                      
Net decrease in cash and cash equivalents                 (1,827)        (1,621)
                                                                      
Cash and cash equivalents at beginning of period           6,971          7,378
                                                        --------       --------
Cash and cash equivalents at end of period              $  5,144       $  5,757
                                                        ========       ========
                                                                      
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., 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.  ("Country  General")
(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 October 31, 1998
("Form 10-K").

NOTE 2.       ACQUISITION

         In January  1999,  the Company  acquired nine retail stores and certain
net operating assets from H.C. Shaw Co., a privately-owned  specialty  retailer,
for  approximately  $7.0  million,  subject  to  post-closing  adjustments.  The
transaction  was accounted for as a purchase.  The accounts and  transactions of
the  acquired  stores  are  included  in the  accompanying  condensed  unaudited
consolidated financial statements from the date of acquisition. Proforma results
of  operations  as if the  acquisition  had occurred on November 1, 1998 are not
materially different from the historical results of operations presented herein.


                                        6

<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 1999 Compared to First Quarter of Fiscal 1998

     Net sales for the first  quarter of fiscal  1999 were  $146.1  million,  an
increase  of $1.7  million,  or 1.2%,  as  compared  to net  sales for the first
quarter of fiscal 1998 of $144.4 million. This increase was due principally to a
comparable  store sales  increase of 6.1% and to sales  derived in 1999 from new
stores opened in fiscal 1999 to date,  partially offset by $8.1 million of sales
derived in 1998 from stores closed in fiscal 1998.

     Gross  profit for the first  quarter of fiscal 1999 was $42.6  million,  an
increase of $1.0  million or 2.4%,  as  compared to $41.6  million for the first
quarter of fiscal 1998, as a result of the increase in net sales discussed above
and an increase in gross profit percentage.  Gross profit as a percentage of net
sales  increased to 29.2% for the first  quarter of fiscal 1999,  as compared to
28.8% for the first  quarter of fiscal  1998.  The  increase in the gross profit
percentage is attributable to the fuller realization of the increased purchasing
power of the Company  resulting from the  acquisition of Country  General during
fiscal 1997.

     Selling, general and administrative (SGA) expenses for the first quarter of
fiscal  1999 were  $33.7  million,  a  decrease  of $0.4  million,  or 1.0 %, as
compared to the first  quarter of fiscal 1998.  SGA expenses as a percentage  of
net sales  improved to 23.1% for the first quarter of fiscal 1999 as compared to
23.6% for the first  quarter of fiscal 1998.  This decrease is  attributable  to
completion of the integration of the Country General stores.

     Amortization of intangibles  remained  relatively  constant at $1.0 million
for the first  quarter of fiscal 1999 as compared to $0.9  million for the first
quarter of fiscal 1998.

     Operating income for the first quarter of fiscal 1999 was $7.9 million,  an
increase of $1.2  million,  or 18.8%,  as compared to $6.7 million for the first
quarter of fiscal 1998.  Operating income as a percentage of net sales increased
to 5.4% for the first  quarter of fiscal 1999 from 4.6% for the first quarter of
fiscal 1998.  The increase  was the result of the factors  affecting  net sales,
gross profit and SGA expenses discussed above.

     Interest  expense was $5.0 million for the first  quarter of fiscal 1999 as
compared to $5.3 million for the first  quarter of fiscal 1998.  The decrease in
interest  expense is attributable to a lower average debt balance and a decrease
in interest rates on the Company's variable rate borrowings.

     Income  taxes for the first  quarter of fiscal 1999 were $1.5  million,  an
increase of $0.7 million as compared to the first quarter of fiscal 1998. Income
tax as a percentage of pretax  earnings was 49.7% in 1999,  compared to 57.1% in
1998. This decrease is due primarily to amortization of goodwill  related to the
acquisition  of the Company by Childs,  which is not  deductible  for income tax
purposes, being spread over a larger pre-tax income base.

     Net  income  for the first  quarter  of fiscal  1999 was $1.5  million,  as
compared to $0.6 million for the first  quarter of fiscal  1998,  as a result of
the factors discussed above.

                                       7
<PAGE>

     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 program,  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 30, 1999, the Company had working  capital of $94.9  million,  a
$3.5 million decrease from working capital of $98.4 million on October 31, 1998.
This decrease resulted  primarily from a $18.1 million aggregate increase in the
Company's note payable to bank and accounts  payable and a $4.2 million decrease
in miscellaneous current assets, partially offset by a $17.8 million increase in
inventory. The increase in inventory is due primarily to the Company's new store
expansion  program for fiscal 1999 along with the purchase of the H.C.  Shaw Co.
stores in January 1999.

         Net cash  provided by  operating  activities  was $0.2  million for the
three months ended  January 30, 1999.  This was a decrease of $11.1 million from
the three months ended January 31, 1998,  during which $11.3 million of cash was
generated by operating  activities.  This decrease  resulted  primarily  from an
increase in inventory  during the first  quarter of fiscal 1999 as compared to a
decrease  during  the same  period  in the prior  year.  The  Company's  capital
expenditures,  exclusive of the H.C. Shaw Co. acquisition, were $4.0 million and
$1.1 million for the three  months ended  January 30, 1999 and January 31, 1998,
respectively.  The increase is primarily attributable to the Company's new store
expansion program for fiscal 1999. In addition, the Company had cash provided by
financing  activities of $10.4 million during the three months ended January 30,
1999 as compared to cash used in financing  activities of $11.2  million  during
the three  months  ended  January 31,  1998.  The  increase in cash  provided by
financing activities during the first quarter of fiscal 1999, as compared to the
first quarter of fiscal 1998, is  attributable  to the purchase of the H.C. Shaw
Co.  stores and  subsequent  cash  advances  and the  funding  of the  inventory
build-up and capital  expenditures  related to the Company's new store expansion
program for fiscal 1999.

     The Company has a $100.0 million  revolving  credit  facility,  under which
$44.0 million was  outstanding as of January 30, 1999. 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,  historically  the Company has 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.

                                        8
<PAGE>

     Inflation

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

     Year 2000

     The Year 2000 issue,  common to most  companies,  concerns the inability of
information  and other  systems to  correctly  recognize  and  properly  process
date-sensitive information after 1999 due to the use of only the last two digits
to refer to a year. This problem could affect both information systems (software
and hardware) and other equipment that relies on microprocessors. Management has
completed a  company-wide  evaluation  of this impact on its  computer  systems,
applications and other date-sensitive equipment.  Systems and equipment that are
not Year 2000 compliant  have been  identified  and  remediation  efforts are in
process. Management estimates that nearly 90 percent of remediation efforts were
completed  as of  February  28,  1999.  All  remediation  efforts and testing of
product/equipment are expected to be completed by May 1, 1999.

     The Company is also in the process of  monitoring  the progress of material
third  parties  (vendors  and  suppliers)  in their  efforts to become Year 2000
compliant.  Those  third  parties  include,  but are  not  limited  to:  product
suppliers,  third party benefit administrators,  third party logistic providers,
insurance  institutions,   mainframe  computer  services  suppliers,   financial
institutions  and  utilities.  The Company has requested  confirmation  from all
material  third  parties that they will be timely Year 2000  compliant.  Through
February 28, 1999, the Company had received confirmations from approximately 60%
of the third parties that were sent these requests.

     Through February 28, 1999, the Company has spent approximately $1.5 million
to  address  Year 2000  issues.  Total  costs to  address  Year 2000  issues are
currently  estimated  not to exceed $2.0 million and consist  primarily of costs
for the remediation of internal systems,  including  internal  programming time.
Funds for these costs are expected to be provided by the operating cash flows of
the Company.  The majority of the costs of internal system  remediation  efforts
relate  to the costs of  on-staff  systems  engineers  and,  therefore,  are not
necessarily incremental costs. The Company has not canceled or delayed any other
material projects as a result of this work.

     The Company could be faced with severe consequences if Year 2000 issues are
not identified and resolved in a timely manner by the Company and material third
parties. A worst-case  scenario would result in the short-term  inability of the
Company to sell products in its stores due to unresolved Year 2000 issues.  This
would  result in lost  revenues;  however,  the amount would be dependent on the
length and nature of the disruption,  which cannot be predicted or estimated. In
light of the possible consequences, the Company is devoting the resources needed
to address  Year 2000 issues in a timely  manner.  Management  receives  monthly
updates as to project status.  While management expects a successful  resolution
of these issues,  there can be no guarantee  that the Company and material third
parties,  on which the Company  relies,  will  address all Year 2000 issues on a
timely basis or that their failure to timely and successfully address all issues
would not have an adverse effect on the Company.

     The  Company is in the  process  of  developing  contingency  plans in case
business interruptions do occur.  Management expects these plans to be completed
by June 1, 1999.

                                        9

<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

                                       10

<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 15, 1999                 Central Tractor Farm & Country, Inc.




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




                                       11

<PAGE>



                      CENTRAL TRACTOR FARM & COUNTRY, INC.

                                INDEX TO EXHIBITS






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






                                       12