<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

For the quarterly period ended       May 2, 1998
                                     -----------
/ /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 1-1394
                                                 ------
                          Edison Brothers Stores, Inc.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                        43-0254900
                --------                        ----------         
      (State or other jurisdiction of        (I.R.S. Employer
      incorporation or organization)        Identification No.)

                501 N. Broadway, St. Louis, Missouri          63102
                ---------------------------------------------------
               (Address of principal executive offices)    (Zip Code)

         Registrant's telephone number, including area code 314-331-6000
                                                            ------------
                                 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 by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 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  X      No 
    ---        ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report:

                    Common Stock, $.01 par value - 9,634,201
                    ----------------------------------------


<PAGE>   2



                  EDISON BROTHERS STORES, INC. AND SUBSIDIARIES

                                      INDEX



                                                                      Page No.
                                                                      --------  
Part I.  Financial Information                                          
                                                                        
     Condensed Consolidated Balance Sheets as of                        
       May 2, 1998 and January 31, 1998                                   1
                                                                       
                                                                       
     Condensed Consolidated Statements of Operations for               
       the 13 weeks ended May 2, 1998 and May 3, 1997                     2
                                                                       
                                                                       
                                                                       
     Condensed Consolidated Statements of Cash Flows for               
        the 13 weeks ended May 2, 1998 and May 3, 1997                    3
                                                                       
                                                                       
     Notes to Condensed Consolidated Financial Statements                 4
                                                                       
                                                                       
     Management's Discussion and Analysis of Operating Results            8
       and Financial Condition                                       
                                                                       
Part II.  Other Information                                              II-1

Signatures                                                                      











<PAGE>   3


                          PART I FINANCIAL INFORMATION
                  EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                              (Dollars in millions)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                As Reorganized
                                                                                    ---------------------------------------
                               ASSETS                                               May 2, 1998          January 31, 1998
---------------------------------------------------------------------------------------------------------------------------

<S>                                                                                       <C>                       <C>  
Current assets:
  Cash and cash equivalents                                                               $ 18.1                    $ 58.2
  Merchandise inventories                                                                  163.3                     167.9
  Other current assets                                                                      29.3                      28.1
---------------------------------------------------------------------------------------------------------------------------
         Total Current Assets                                                              210.7                     254.2

Property and equipment, net                                                                119.9                     121.1
Reorganization value in excess of identifiable assets, net of accumulated
  amortization of $1.7 and $1.0.                                                            27.7                      28.4
Other assets                                                                                37.8                      39.3
---------------------------------------------------------------------------------------------------------------------------
         TOTAL ASSETS                                                                     $396.1                    $443.0
---------------------------------------------------------------------------------------------------------------------------

     LIABILITIES AND COMMON STOCKHOLDERS' EQUITY

Current liabilities:
  Short-term borrowings                                                                   $  2.9                    $   --
  Merchandise accounts payable                                                              32.2                      43.2
  Expense accounts payable                                                                  28.2                      29.3
  Other current liabilities                                                                 57.0                      72.8
---------------------------------------------------------------------------------------------------------------------------
         Total Current Liabilities                                                         120.3                     145.3

Long-term debt                                                                             127.5                     127.7
Post-retirement and other employee benefits                                                 46.8                      46.7
Other liabilities                                                                            2.1                       1.6
---------------------------------------------------------------------------------------------------------------------------
         TOTAL LIABILITIES                                                                 296.7                     321.3
---------------------------------------------------------------------------------------------------------------------------

Common stockholders' equity:
  Common stock                                                                               0.1                       0.1
  Capital in excess of par value                                                           130.5                     130.5
  Common stock warrants                                                                      7.0                       7.0
  Accumulated deficit                                                                      (37.7)                    (15.4)
  Foreign currency translation adjustment                                                   (0.5)                     (0.5)
---------------------------------------------------------------------------------------------------------------------------
         Total Common Stockholders' Equity                                                  99.4                     121.7
---------------------------------------------------------------------------------------------------------------------------
         TOTAL LIABILITIES AND COMMON STOCKHOLDERS' EQUITY                                $396.1                    $443.0
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


See notes to condensed consolidated financial statements.




                                      1

<PAGE>   4


                  EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  (Dollars in millions, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                              As Reorganized          Pre-Confirmation
                                                                             ------------------------------------------
                                                                              13 Weeks Ended          13 Weeks Ended
                                                                                May 2, 1998             May 3, 1997
-----------------------------------------------------------------------------------------------------------------------

<S>                                                                                    <C>                     <C>  
NET RETAIL SALES                                                                       $206.2                  $224.0
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                
Cost of goods sold, occupancy, and buying expenses                                      155.6                   158.2
Store operating and administrative expenses                                              59.3                    62.5
Depreciation and amortization                                                             9.2                     7.6
Interest expense, net                                                                     3.8                     0.9
Restructuring and reorganization expenses                                                  --                     8.1
Other operating expenses                                                                  0.4                     2.6
----------------------------------------------------------------------------------------------------------------------
         Total Expenses                                                                 228.3                   239.9
----------------------------------------------------------------------------------------------------------------------

Loss before income taxes                                                                (22.1)                  (15.9)
Income tax provision                                                                      0.2                     1.1
----------------------------------------------------------------------------------------------------------------------
Net loss                                                                               $(22.3)                 $(17.0)
----------------------------------------------------------------------------------------------------------------------

Net loss per basic and diluted share                                                   $(2.18)                 $(0.77)
----------------------------------------------------------------------------------------------------------------------

Basic and diluted average shares outstanding (in thousands)                            10,225                  22,202

</TABLE>


See notes to condensed consolidated financial statements.


                                      2
<PAGE>   5



                  EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Dollars in millions)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                As Reorganized        Pre-Confirmation
                                                                               ----------------------------------------
                                                                                13 Weeks Ended        13 Weeks Ended
                                                                                  May 2, 1998           May 3, 1997
-----------------------------------------------------------------------------------------------------------------------



CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                     <C>                     <C>    
 Net Loss                                                                               $(22.3)                 $(17.0)
 Adjustments to reconcile net loss to net cash provided by                                                       
   (used in) operating activities:                                                                               
 Depreciation and amortization                                                             9.2                     7.6
 Loss on disposal of fixed assets                                                          1.2                     1.7
 Restructuring and reorganization expenses, non cash portion                                --                     2.3
 Working capital changes                                                                 (24.6)                  (20.9)
 Other                                                                                     1.3                    (0.1)
-----------------------------------------------------------------------------------------------------------------------
         TOTAL OPERATING ACTIVITIES                                                      (35.2)                  (26.4)
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                 
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                            
  Capital expenditures                                                                    (7.4)                   (8.4)
  Decrease in investments                                                                   --                    68.4
  Other                                                                                   (0.1)                    0.1
-----------------------------------------------------------------------------------------------------------------------
         TOTAL INVESTING ACTIVITIES                                                       (7.5)                   60.1
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                 
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                            
  Increase in short-term borrowings                                                        2.9                      --
  Other                                                                                   (0.3)                     --
-----------------------------------------------------------------------------------------------------------------------
         TOTAL FINANCING ACTIVITIES                                                        2.6                      --
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                 
CASH (USED) PROVIDED                                                                     (40.1)                   33.7
                                                                                                                 
Beginning Cash and Cash Equivalents                                                       58.2                   125.6
-----------------------------------------------------------------------------------------------------------------------
ENDING CASH AND CASH EQUIVALENTS                                                        $ 18.1                  $159.3
-------------------------------------------------------------------------------------------------------------------------
</TABLE> 

See notes to condensed consolidated financial statements.






                                      3

<PAGE>   6












                  EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (Dollars in Millions)

NOTE 1:  GENERAL

The financial statements as of May 2, 1998 and May 3, 1997, of Edison Brothers
Stores, Inc. (the "Company") are unaudited, and are presented pursuant to the
rules and regulations of the Securities and Exchange Commission. Accordingly,
Notes to the Consolidated Financial Statements which are contained in the
Company's 1997 Annual Report should be read in conjunction with these Financial
Statements. In the opinion of management, the accompanying unaudited
consolidated financial statements reflect all adjustments (which are of a normal
recurring nature) necessary to present fairly the financial position, results of
operations and cash flows for the interim periods presented, but are not
necessarily indicative of the results of operations for a full fiscal year.

On November 3, 1995, Edison Brothers Stores, Inc. (the Company) and 65 of its
subsidiaries filed petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. An Amended Joint Plan of Reorganization (the Plan) was
confirmed by the Bankruptcy Court on September 9, 1997. The Company emerged from
Chapter 11 on September 26, 1997. During the period from November 3, 1995
through September 26, 1997, the Company conducted business as
debtor-in-possession.

Due to the Restructuring and implementation of Fresh Start Accounting, the
condensed consolidated financial statements for the new Reorganized Company
(period starting October 5, 1997) are not comparable to those of the Predecessor
Company (periods prior to October 5, 1997). For financial reporting purposes,
the effective date of the Company's emergence from bankruptcy is considered to
be the close of business on October 4, 1997.

A black line has been drawn on the accompanying condensed consolidated financial
statements to distinguish between the Reorganized Company and the Predecessor
Company.

NOTE 2:  OTHER CURRENT ASSETS

Components of other current assets include:

<TABLE>
<CAPTION>
                                                                                                As Reorganized
                                                                                     ------------------------------------
                                                                                      May 2, 1998           Jan. 31, 1998
                                                                                      -----------           -------------
<S>                                                                                         <C>                     <C> 
Prepaid expenses                                                                            $15.0                   $13.7
Senior note interest escrow                                                                  11.3                    11.2
Other                                                                                         3.0                     3.2
--------------------------------------------------------------------------------------------------------------------------
         TOTAL                                                                              $29.3                   $28.1
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      4
<PAGE>   7


NOTE 3:  OTHER ASSETS

Components of other assets include:
<TABLE>
<CAPTION>

                                                                                              As Reorganized
                                                                                ------------------------------------------
                                                                                      May 2, 1998            Jan. 31, 1998
                                                                                      -----------            -------------

<S>                                                                                         <C>                      <C>  
Assets held for senior note interest escrow                                                 $10.3                    $10.3
Intangible assets, net of accumulated                                                                                 
 amortization of $1.6 and $1.0                                                                3.7                      4.3
Prepaid pension expense                                                                      18.7                     19.3
Other                                                                                         5.1                      5.4
--------------------------------------------------------------------------------------------------------------------------
         TOTAL                                                                              $37.8                    $39.3
--------------------------------------------------------------------------------------------------------------------------
</TABLE>


NOTE 4:  OTHER CURRENT LIABILITIES

Components of other current liabilities include:
<TABLE>
<CAPTION>

                                                                                              As Reorganized
                                                                                ------------------------------------------
                                                                                      May 2, 1998            Jan. 31, 1998
                                                                                      -----------            -------------

<S>                                                                                         <C>                      <C>  
Assumed prepetition reclamation                                                             $ 2.4                    $ 3.0
Accrued payroll and vacations                                                                 9.5                     10.2
Other taxes                                                                                  15.7                     28.2
Other                                                                                        29.4                     31.4
--------------------------------------------------------------------------------------------------------------------------
         TOTAL                                                                              $57.0                    $72.8
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 5:  FINANCING ARRANGEMENTS

SENIOR NOTES

Pursuant to the Plan, the Company issued senior notes in the aggregate principal
amount of $120 due on September 26, 2007 ("Senior Notes"). The Senior Notes bear
interest at a fixed rate of 11% per annum, payable semi-annually on January 31
and July 31 of each year. To secure the payment of approximately the first three
years of interest on the Senior Notes, the Company, entered into a Funding
Escrow Agreement. Additionally, the Company transferred assets held for sale
into the escrow account established pursuant to the Funding Escrow Agreement.

The Senior Notes may be redeemed, at the option of the Company, in increments of
not less than $5 at the following Redemption Prices (expressed as percentages of
the principal amount):

September 26, 1997 through June 30, 1998             100% of par
July 1, 1998 through June 30, 1999                   104% of par
July 1, 1999 through June 30, 2000                   103% of par
July 1, 2000 through June 30, 2001                   102% of par
July 1, 2001 through June 30, 2002                   101% of par
July 1, 2002 through September 26, 2007              100% of par

In the event there occurs a change in control (as defined in the Trust Indenture
and First Supplemental Trust Indenture (together, the "Indenture") pursuant to
which the Senior Notes were issued), each holder of Senior Notes may, at the
option of the holder, require the Company to repurchase all or any of such
holder's Senior Notes at a price equal to 101% of par plus accrued interest. In
the event the Company makes extraordinary asset sales (as defined in the

                                      5
<PAGE>   8
Indenture) and if the net proceeds thereof not otherwise required to be paid to
other lenders exceeds $5, 50% of such net sale proceeds must be used to pay
principal under the Senior Notes.

The Indenture limits, without prior consent, the incurrence of new indebtedness
and liens, disposition of assets and the payment of dividends. As of May 2,
1998, the Company was in compliance with these covenants.

CREDIT FACILITY

At the Emergence Date, the Company entered into a loan agreement with Congress
Financial Corporation, as agent (the "Agent") and the CIT Group/Business Credit,
Inc. as co-agent for a $200 revolving credit facility secured by inventory and
other related assets, to fund ongoing working capital needs and to provide
letter of credit financing (the "Credit Facility"). The Credit Facility has a
sublimit of $150 for the issuance of letters of credit. The Credit Facility is
intended to provide the Company with the cash and liquidity to conduct its
operations and expires on September 26, 2002.

At the Company's option, the Company may borrow under the Credit Facility at the
Prime Rate (as defined in the Credit Facility), or at the Eurodollar Rate (as
defined in the Credit Facility) plus 2.25%. The borrowing rate as of May 2, 1998
was 8.5%.

The maximum borrowing, up to $200, is limited to 60% of the value of eligible
inventory (as defined in the Credit Facility) or 85% of the Net Recovery Cost
Percentage of the inventory (as defined in the Credit Facility) multiplied by
the cost of eligible inventory, plus 95% of the aggregate amount of cash held by
the Agent as collateral, less any availability reserves established by the
Agent. During the period commencing August 1 through and including December 15
of each year, the borrowing limit calculation uses 70% of eligible inventory and
100% of the Net Recovery Cost Percentage.

The Company is required to pay an unused line fee of .375% per annum.

The Credit Facility, as amended, contains various covenants including a
limitation on store closings, limitations on the incurrence of additional liens
and indebtedness, limitations on sales of assets, required minimum adjusted net
worth, as defined, and a prohibition on paying dividends.

As of May 2, 1998, $2.9 was outstanding under the Credit Facility. Outstanding
letters of credit were $66.6 and available borrowings, before availability
reserves established by the Agent, if any, under the Credit Facility, were
$51.0.


NOTE 6:  RESTRUCTURING AND REORGANIZATION EXPENSES

In accordance with SOP 90-7, expenses resulting from the Chapter 11
reorganization are reported separately as restructuring and reorganization
expenses in the condensed consolidated statements of operations. These amounts
are summarized below.
<TABLE>
<CAPTION>
                                                    
                                                      13 Weeks Ended
                                                        May 3, 1997
                                                        -----------
                                                    
    <S>                                                     <C> 
    Legal and consulting fees                               $4.7
    Estimated costs of store closings                        2.4
    Payroll and related expenses                             2.1
    Interest income                                         (2.2)
    Other                                                    1.1
    ---------------------------------------------------------------
             TOTAL                                          $8.1
    ---------------------------------------------------------------
</TABLE>                                            
                                                    
                                                    
                                                    

                                      6
<PAGE>   9




NOTE 7:  INCOME TAXES

The effective tax rate of 0.1% of the pre-tax loss for the 13 weeks ended May 2,
1998, differs from the Company's customary relationship between the income tax
provision and pre-tax accounting loss. The difference is due to the uncertainty
of the Company producing future taxable income that will be available to absorb
net operating loss carry-forwards. Accordingly, no tax benefit relative to
current operating results has been recorded, since the Company has concluded
that it likely will not be able to realize its deferred tax assets. The
provision for the 13 weeks ended May 2, 1998 of $0.2 on the 1998 condensed
consolidated statements of operations relates to state taxes and foreign
operations of the Company.

The Company has net operating loss carryforwards for federal income tax purposes
of approximately $71.4 available (with certain annual limits) to offset future
taxable income of the reorganized company. These carryforwards will expire over
various periods through the year 2013.

The Company is currently undergoing an examination by the Internal Revenue
Service ("IRS") of its income tax returns for 1992 through 1996. Also, the IRS
has asserted deficiencies against the income tax returns of the Company for the
tax years 1986 through 1991, which the Company is contesting. The Company
believes that the ultimate resolution of these matters will not have a material
adverse impact on its financial condition.

NOTE 8: EARNINGS (LOSS) PER SHARE

Net income (loss) per common share is based on the weighted average common
shares outstanding during each period. The Company reported a loss for all
periods presented and, therefore, shares issuable under stock option plans are
antidilutive.

NOTE 9: COMPREHENSIVE INCOME

In June 1997, the Financial Accounting Standards Board (FASB) adopted Statement
of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive
Income," which establishes standards for reporting and disclosure of
comprehensive income and its components. Effective February 1, 1998, the Company
adopted SFAS No. 130. For the periods ended May 2, 1998 and May 3, 1997,
comprehensive loss was $22.3 and $17.0, respectively. The Company's other
comprehensive income consists solely of cumulative translation adjustments and
had no impact on the financial statements for the periods ended May 2, 1998 and
May 3, 1997.

NOTE 10: NEW ACCOUNTING PRONOUNCEMENTS

In February 1998, the FASB adopted SFAS No. 132, "Employer's Disclosures about
Pensions and Other Postretirement Benefits," which establishes reporting
requirements related to a business' pensions and other postretirement benefits.
SFAS No. 132 is effective for fiscal years beginning after December 15, 1997,
and does not apply to interim financial statements in the year of adoption. The
Company will adopt SFAS No. 132 for the fiscal year ended January 30, 1999.

In June 1997, the FASB adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which establishes reporting requirements
related to a business' operating segments, products and services, geographic
areas of operations and major customers. SFAS No. 131 is effective for fiscal
years beginning after December 15, 1997, and does not apply to interim financial
statements in the year of adoption. The Company will adopt SFAS No. 131 for the
fiscal year ended January 30, 1999. The Company does not expect SFAS No. 131 to
have a significant impact on its Consolidated Financial Statements and the
related disclosures.

                                      7
<PAGE>   10




                  EDISON BROTHERS STORES, INC. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                              (Dollars in Millions)


On November 3, 1995, Edison Brothers Stores, Inc. (the Company) and 65 of its
subsidiaries filed petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code. An Amended Joint Plan of Reorganization (the Plan) was
confirmed by the Bankruptcy Court on September 9, 1997. The Company emerged from
Chapter 11 on September 26, 1997. During the period from November 3, 1995
through September 26, 1997, the Company conducted business as
debtor-in-possession.


OPERATING RESULTS

Net sales for the first quarter of 1998 were $206.2 million, a decrease of 7.9%
from the comparable period of 1997. The decrease reflected an 8.8% decrease in
the average number of stores in operation between the first quarter of 1997 and
first quarter of 1998. Same-store sales declined 2.4%.

Cost of goods sold, including occupancy and buying expenses, was 75.5% of sales
for the first quarter of 1998 compared to 70.6% for the comparable period in
1997. This increase of 4.9% as a percentage of sales was primarily due to higher
cost of goods sold. Markdowns as a percentage of sales were higher for all
chains during the first quarter of 1998 as the Company initiated an aggressive
markdown program to clear older merchandise at the end of the quarter.

Store operating and administrative expenses increased to 28.8% of sales in the
first quarter of 1998 from 27.9% for the same period in 1997. Store operating
and administrative expenses in the first quarter of 1998 decreased $3.2 million
compared to the first quarter of 1997, but increased as a percentage of sales.
In addition to the recent reorganization of field management, the Company has
centralized the planning and allocation, merchandising support and marketing
functions rather than performing these functions separately by chain. The
Company expects to realize savings from these changes beginning in the second
quarter of this year.

Depreciation and amortization expense increased $1.6 million or 21.1% in the
first quarter of 1998 as compared to 1997 primarily due to amortization of the
reorganization value in excess of identifiable assets and favorable lease rights
recorded by the Company's adoption of Fresh Start Accounting and depreciation on
the $41 in capital expenditures incurred in 1997.

Restructuring and reorganization expenses of $8.1 million were incurred in the
first quarter of 1997 for early lease termination costs and write-offs of
fixtures and equipment and discontinued operations, legal and consulting fees,
severance payroll and related fringe benefits, and other bankruptcy related
expenses, offset by interest income while the Company was in bankruptcy.

                                      8
<PAGE>   11


FINANCIAL CONDITION

Liquidity and Capital Resources

The Company's principal short-term cash needs are for inventory expenditures
during both normal and peak selling times. The Company experiences a significant
increase in sales during the Christmas selling season (Thanksgiving through
Christmas). This selling season generally accounts for approximately 14% of
annual sales. The Company funds the short-term cash needs during normal and peak
periods through a combination of cash flows provided by operations, normal trade
credit arrangements and the Credit Facility.

The Company has a credit facility totaling $200 million subject to certain
limitations on the value of inventory (as defined in the Credit Facility) with a
sublimit of $150 million for the issuance of letters of credit. See Note 5 of
the Notes to Condensed Consolidated Financials. At May 2, 1998, the Company had
outstanding borrowings of $2.9 million, outstanding letters of credit of $66.6
million and available borrowings of $51.0 million.

Cash and cash equivalents were $141.2 million lower at the end of first quarter
1998 compared with first quarter 1997 primarily due to the cash payments made
pursuant to the Plan. Overall, cash and cash equivalents decreased $40.1 million
since the end of fiscal 1997 as the Company used cash to fund operations and
working capital needs during the first quarter of 1998. Cash flow from
operations decreased $8.8 million during the first quarter of 1998 compared to
1997. The decrease was primarily due to the increase in the net loss and the
reduction of merchandise accounts payable consistent with the lower inventory
levels and the payment of the excise tax related to the termination of the
Company's pension plan. Merchandise inventories decreased by $43.2 million from
first quarter 1997 to first quarter 1998 due to the numerous store closings and
tighter inventory controls.

Capital Expenditures

Capital expenditures totaled $7.4 million for the first quarter 1998 compared to
$8.4 million in the first quarter 1997. These expenditures related primarily to
the remodeling of certain stores and costs incurred in connection with
implementing new information systems.

For 1998, the Company expects capital expenditures to total approximately $24
million depending primarily on the number of stores opened or remodeled. The
Company expects that capital expenditures will be funded principally by net cash
provided by operating activities and borrowings under the Credit Facility.


KNOWN TRENDS AND UNCERTAINTIES

The efficient operation of the Company's business is dependent in part on its
computer software programs and operating systems (collectively, "Programs and
Systems"). These Programs and Systems are used in several key areas of the
Company's business, including merchandise purchasing, inventory management,
pricing, sales, shipping and financial reporting, as well as in various
administrative functions. The Company has been evaluating its Programs and
Systems to identify potential "Year 2000" compliance problems. These actions are
necessary to ensure that the Programs and Systems will recognize and process the
year 2000 and beyond. It is anticipated that modification or replacement of most
of the Company's Programs and Systems will be necessary to make such Programs
and Systems "Year 2000" compliant. The Company is also communicating with
suppliers, financial institutions and others to coordinate year 2000 conversion.

Based on present information, the Company believes that it will be able to
achieve such "Year 2000" compliance through a combination of modification of
some existing Programs and Systems, and the replacement of other Programs and
Systems with new Programs and Systems that are already "Year 2000" compliant.
However, no assurance can be given that these efforts will be successful. The
Company estimates that the expenses associated with achieving "Year 2000"
compliance will be $9.5 million in 1998 and $2.9 million in 1999.


                                      9
<PAGE>   12


The Company is currently undergoing a restructuring process, involving changes
such as the consolidation of business functions, elimination of work and
personnel reductions. This restructuring process is designed to allow the
Company to focus its resources in ways that will best enhance its prospects for
profitability and growth. The majority of these changes will be in effect by the
end of fiscal year 1998.

The Company experiences peak selling periods, such as Easter (early spring),
back-to-school (July to August), and Christmas (Thanksgiving to Christmas), with
the Christmas selling season accounting for a significant portion of the full
year sales (14% for fiscal year 1997). Sales from the recent Christmas period
and fiscal 1998 have fallen below the Company's business plan. If this sales
trend continues through the remainder of 1998, it will have a material adverse
effect on operating results.

This Report contains "forward-looking statements" within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. The words "anticipate,"
"believe," "expect," "will," "could" and similar expressions are intended to
identify certain forward-looking statements. Such statements reflect the
Company's current views with respect to future events and financial performance
and involve risks and uncertainties, including, without limitation, the risks
described above under the caption "Known Trends and Uncertainties" and such
other risks as are described in the Company's other filings with the Securities
and Exchange Commission. Should one or more of these risks or uncertainties
occur, or should underlying assumptions prove incorrect, actual results may vary
materially and adversely from those anticipated, believed or otherwise
indicated. Consequently, all of the forward-looking statements made in this
Report are qualified by these cautionary statements.


                                      10
<PAGE>   13


                  EDISON BROTHERS STORES, INC. AND SUBSIDIARIES

                            PART II OTHER INFORMATION

Items 1, 2, 3, 4 and 5 of Part II are not applicable.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits:

Exhibit No.
-----------
             
2             Debtors' Amended Joint Plan of Reorganization under Chapter 11   
              of the Bankruptcy Code, dated June 30, 1997, as modified, was    
              filed as an Exhibit to the Company's Quarterly Report on Form 10-Q
              for the quarter ended November 1, 1997 and is incorporated herein
              by reference.                                                    

              Amended and Restated Certificate of Incorporation of the
3.1           Company was filed as an Exhibit to the Company's Quarterly Report
              on Form 10-Q for the quarter ended November 1, 1997, and is
              incorporated herein by reference.

3.2           Amended and Restated Bylaws of the Company were filed as an
              Exhibit to the Company's Quarterly Report on Form 10-Q for the
              quarter ended November 1, 1997, and are incorporated herein by
              reference.

4.1           Loan and Security Agreement, dated as of September 26,
              1997, by and among the Company, Edison Brothers Apparel Stores,
              Inc. and Edison Puerto Rico Stores, Inc., as Borrowers, the
              Guarantors named therein, the financial institutions named therein
              as Lenders, Congress Financial Corporation, as Agent, and The
              CITGroup/Business Credit, Inc., as Co-Agent, was filed as an
              Exhibit to the Company's Quarterly Report on Form 10-Q for the
              quarter ended November 1, 1997, and is incorporated herein by
              reference.

4.2           Amendment No. 1 to Loan and Security Agreement, dated as of April
              13, 1998, by and among the Company, Edison Brothers Apparel
              Stores, Inc. and Edison Puerto Rico Stores, Inc., as Borrowers,
              the Guarantors named therein, the financial institutions named
              therein as Lenders, Congress Financial Corporation, as Agent, and
              The CIT Group/Business Credit, Inc., as Co-Agent, was filed as an
              Exhibit to the Company's Annual Report on Form 10-K for the year
              ended January 31, 1998 and is incorporated herein by reference.


4.3           Indenture, dated as of September 26, 1997, between the Company 
              and The Bank of New York, as Trustee, was filed as an Exhibit to
              the Company's Quarterly Report on Form 10-Q for the quarter ended
              November 1, 1997 and is incorporated herein by reference.

4.4           First Supplemental Trust Indenture, dated as of September 26, 
              1997, between the Company and The Bank of New York, as Trustee,
              was filed as an Exhibit to the Company's Quarterly Report on Form
              10-Q for the quarter ended November 1, 1997 and is incorporated
              herein by reference.

4.5           Funding Escrow Agreement, dated as of September 26, 1997, among
              the Company, Edison Brothers Apparel Stores, Inc. and Mercantile
              Trust Company, N.A., as Escrow Agent, was filed as an Exhibit to
              the Company's Quarterly Report on Form 10-Q for the quarter ended
              November 1, 1997 and is incorporated herein by reference.



                                     II-1
<PAGE>   14

4.6           Registration Rights Agreement, dated as of  September 26, 1997, 
              between the Company and Swiss Bank Corporation was filed as an
              Exhibit to the Company's Quarterly Report on Form 10-Q for the
              quarter ended November 1, 1997 and is incorporated herein by
              reference.

4.7           Warrant Agreement, dated as of September 26, 1997 between the
              Company and ChaseMellon Shareholder Services, L.L.C., as Warrant
              Agent, was filed as an Exhibit to the Company's Quarterly Report
              on Form 10-Q for the quarter ended November 1, 1997 and is
              incorporated herein by reference.

10.1          Form of Indemnification Agreement between the Company and each of
              its Directors was filed as an Exhibit to the Company's Quarterly
              Report on Form 10-Q for the quarter ended November 1, 1997 and is
              incorporated herein by reference.

10.2          Edison Brothers Stores, Inc. 1997 Stock Option Plan was filed as
              an Exhibit to the Company's Quarterly Report on Form 10-Q for the
              quarter ended November 1, 1997 and is incorporated herein by
              reference.

10.3          Edison Brothers Stores, Inc. 1997 Directors Stock Option Plan, 
              as amended April 15, 1998, was filed as an Exhibit to the
              Company's Annual Report on Form 10-K for the year ended January
              31, 1998 and is incorporated herein by reference.

10.4          Edison Brothers Stores, Inc. 1998 Equity Incentive Plan.

10.5          Edison Brothers Stores, Inc. 1998 Deferred Stock Compensation 
              Plan for Non-Employee Directors.

10.6          Edison Brothers Stores, Inc. 1998 Restricted Stock Plan for 
              Non-Employee Directors.

10.7          Form of Restricted Stock Agreement, entered into by the Company 
              on June 4, 1997 with certain executive officers of the Company,
              was filed as an Exhibit to the Company's Quarterly Report on Form
              10-Q for the quarter ended November 1, 1997 and is incorporated
              herein by reference.

10.8          Employment Termination Agreement, dated September 4, 1997, 
              between the Company and Alan D. Miller, former Chairman of the
              Board, President and Chief Executive Officer of the Company, was
              filed as an Exhibit to the Company's Quarterly Report on Form 10-Q
              for the quarter ended November 1, 1997 and is incorporated herein
              by reference.

10.9          Form of Employment Agreements entered into by the Company on 
              September 4, 1997 with certain executive officers of the
              Company, and schedule of material differences, were filed as
              Exhibits to the Company's Quarterly Report on Form 10-Q for the
              quarter ended November 1, 1997, and are incorporated herein by
              reference.

10.10         Form of Employment Agreements entered into by the Company on 
              September 4, 1997 with certain other executive officers of the
              Company, and schedule of material differences, were filed as
              Exhibits to the Company's Quarterly Report on Form 10-Q for the
              quarter ended November 1, 1997, and are incorporated herein by
              reference.

10.11         Employment Agreement entered into by the Company on January 12, 
              1998 with Lawrence E. Honig, Chairman, President and Chief
              Executive Officer of the Company, was filed as an Exhibit to the
              Company's Annual Report on Form 10-K for the year ended January
              31, 1998 and is incorporated herein by reference.


                                     II-2
<PAGE>   15


27            Financial Data Schedule

(b) There were no reports filed on Form 8-K during the 13 weeks ended May 2,
1998.


                                     II-3
<PAGE>   16


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.


                 EDISON BROTHERS STORES INC.



DATE: June 15, 1998
                          /s/ John F. Burtelow
                         ----------------------------
                            By John F. Burtelow
                            Executive Vice President
                            Chief Administrative and Chief Financial Officer

                                     II-4