SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FURROW SAMUEL J (Last) (First) (Middle) P.O. BOX 32676 (Street) KNOXVILLE TN 37930-2676 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GOODYS FAMILY CLOTHING INC /TN [ gdys ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/21/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/21/2003		M		3,106	A	$6.28	3,106	D
Common Stock	08/21/2003		S		3,106	D	$9.3975	0	D
Common Stock	08/21/2003		M		6,000	A	$4.435	6,000	D
Common Stock	08/21/2003		S		6,000	D	$9.3975	0	D
Common Stock	08/21/2003		M		1,800	A	$5.69	1,800	D
Common Stock	08/21/2003		S		1,800	D	$9.3975	0	D
Common Stock	08/21/2003		M		2,400	A	$4.815	2,400	D
Common Stock	08/21/2003		S		2,400	D	$9.3975	0	D
Common Stock	08/21/2003		M		3,925	A	$5.35	3,925	D
Common Stock	08/21/2003		S		3,925	D	$9.3975	0	D
Common Stock	08/21/2003		M		1,800	A	$5.125	1,800	D
Common Stock	08/21/2003		S		1,800	D	$9.3975	0	D
Common Stock	08/21/2003		M		8,203	A	$2.56	8,203	D
Common Stock	08/21/2003		S		8,203	D	$9.3975	0	D
Common Stock	08/21/2003		M		10,219	A	$2.055	10,219	D
Common Stock	08/21/2003		S		10,219	D	$9.3975	0	D
Common Stock	08/21/2003		M		1,200	A	$4.11	1,200	D
Common Stock	08/21/2003		S		1,200	D	$9.3975	0	D
Common Stock	08/21/2003		M		586	A	$2.56	586	D
Common Stock	08/21/2003		S		586	D	$9.3975	0	D
Common Stock	08/21/2003		M		4,800	A	$5	4,800	D
Common Stock	08/21/2003		S		4,800	D	$9.3975	0	D
Common Stock	08/21/2003		M		730	A	$2.055	730	D
Common Stock	08/21/2003		S		730	D	$9.3975	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$2.055	08/21/2003		M			10,219	06/13/2002(1)	06/13/2021	Common Stock	10,219	$0	0	D
Non-Qualified Stock Option (right to buy)	$2.055	08/21/2003		M			730	08/16/2002(1)	08/16/2022	Common Stock	730	$0	0	D
Non-Qualified Stock Option (right to buy)	$2.56	08/21/2003		M			8,203	06/21/2001(1)	06/21/2020	Common Stock	8,203	$0	0	D
Non-Qualified Stock Option (right to buy)	$2.56	08/21/2003		M			586	08/31/2001(1)	08/31/2021	Common Stock	586	$0	0	D
Non-Qualified Stock Option (right to buy)	$4.11	08/21/2003		M			1,200	06/13/2002(2)	06/13/2011	Common Stock	1,200	$0	1,800	D
Non-Qualified Stock Option (right to buy)	$4.435	08/21/2003		M			6,000	01/05/1996(2)	01/05/2005	Common Stock	6,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$4.815	08/21/2003		M			2,400	06/19/1997(2)	06/19/2006	Common Stock	2,400	$0	0	D
Non-Qualified Stock Option (right to buy)	$5	08/21/2003		M			4,800	06/19/2003(1)	06/19/2022	Common Stock	4,800	$0	0	D
Non-Qualified Stock Option (right to buy)	$5.125	08/21/2003		M			1,800	06/21/2001(2)	06/21/2010	Common Stock	1,800	$0	1,200	D
Non-Qualified Stock Option (right to buy)	$5.35	08/21/2003		M			3,925	06/16/2000(1)	06/16/2019	Common Stock	3,925	$0	0	D
Non-Qualified Stock Option (right to buy)	$5.69	08/21/2003		M			1,800	06/21/1996(2)	06/21/2005	Common Stock	1,800	$0	0	D
Non-Qualified Stock Option (right to buy)	$6.28	08/21/2003		M			3,106	06/18/1998(1)	06/18/2017	Common Stock	3,106	$0	0	D

Explanation of Responses:

1. Under the Directors Plan, non-employee directors may elect to receive options to purchase Common Stock at an exercise price equal to 50% of the fair market value of the Common Stock on the date of grant (based upon the closing sales price of the Common Stock for the business day immediately preceding the date of grant) in lieu of cash for their director fees. These options vest one year from the date of grant and are exercisable up to 20 years from the date of grant. The Company is authorized to issue an aggregate of 500,000 shares of Common Stock under the Directors Plan.

2. A grant to a Section 16 reporting person of an option to buy shares of Goody's Family Clothing, Inc. Common Stock. These option shares become 20% vested on this first anniversary date, then following in cumulative increments of twenty (20%) each on the second, third, fourth, and fifth anniversaries of the grant date, respectively.

	By: Richard E. Gatian For: Samuel J. Furrow	08/25/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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