<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


 X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
---      EXCHANGE ACT OF 1934


                 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 1, 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 1-10745


                             THE CALDOR CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                                        06-1282044
          --------                                        ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)



     20 GLOVER AVENUE, NORWALK, CT                                 06856-5620
     -----------------------------                                 ----------
(Address of principal executive offices)                           (Zip Code)


                                 (203) 846-1641
                                 --------------
              (Registrant's telephone number, including area code)


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  [   ]


The number of shares of common stock outstanding as of November 28, 1997 was
16,902,839.
<PAGE>   2
<TABLE>
<CAPTION>
                               THE CALDOR CORPORATION AND SUBSIDIARIES
                                          TABLE OF CONTENTS


                                    PART I - FINANCIAL INFORMATION

                                                                                                 PAGE
                                                                                                 ----
<S>                                                                                              <C>
ITEM 1 :  CONSOLIDATED FINANCIAL STATEMENTS


            Independent Accountants' Review Report                                                  3

            Consolidated Statements of Operations for the Thirteen and Thirty-Nine
            Weeks Ended November 1, 1997 and November 2, 1996                                       5

            Consolidated Balance Sheets as of November 1, 1997 and February 1, 1997                 6

            Consolidated Statement of Stockholders' Deficit                                         7

            Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended
            November 1, 1997 and November 2, 1996                                                   8

            Notes to Consolidated Financial Statements                                             10



ITEM 2 :  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS                                                         15



                                     PART II - OTHER INFORMATION

ITEM 6 :  EXHIBITS AND REPORTS ON FORM 8-K                                                         21
</TABLE>

                                        2
<PAGE>   3
INDEPENDENT ACCOUNTANTS' REVIEW REPORT


Board of Directors and Stockholders of
The Caldor Corporation
Norwalk, Connecticut


We have reviewed the accompanying consolidated balance sheet of The Caldor
Corporation (Debtor-in-Possession) and subsidiaries (the "Company") as of
November 1, 1997 and the related consolidated statements of operations for the
thirty-nine and thirteen week periods ended November 1, 1997 and November 2,
1996, stockholders' deficit for the thirty-nine week period ended November 1,
1997, and cash flows for the thirty-nine week periods ended November 1, 1997 and
November 2, 1996. These financial statements are the responsibility of the
Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to such consolidated financial statements for them to be in conformity
with generally accepted accounting principles.

As discussed in Notes 1 and 2 to the consolidated financial statements, the
Company and certain of its subsidiaries filed for reorganization under Chapter
11 of the United States Bankruptcy Code in September 1995. The accompanying
consolidated financial statements do not purport to reflect or provide for the
consequences of the bankruptcy proceedings. In particular, such consolidated
financial statements do not purport to show (a) as to assets, their realizable
value on a liquidation basis or their availability to satisfy liabilities; (b)
as to pre-petition liabilities, the amounts that may be allowed for claims or
contingencies, or the status and priority thereof; (c) as to stockholder
accounts, the effect of any changes that may be made in the capitalization of
the Company; (d) as to operations, the effect of any changes that may be made in
its business. The eventual outcome of these matters is not presently
determinable.


                                       3
<PAGE>   4
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements and Note 1 to the annual financial statements
for the year ended February 1, 1997 (not presented herein), the bankruptcy
filing and related circumstances and the losses from operations raise
substantial doubt about its ability to continue as a going concern. The
continuation of its business as a going concern is contingent upon, among other
things, future profitable operations, the ability to generate sufficient cash
from operations and financing sources to meet obligations, and the development
and confirmation of a plan of reorganization. Management's plans concerning
these matters are also discussed in the notes to the respective financial
statements. The consolidated financial statements do not include any adjustments
that might result from the outcome of the uncertainties referred to herein and
in the preceding paragraph.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of The Caldor Corporation
(Debtor-in-Possession) and subsidiaries as of February 1, 1997, and the related
consolidated statements of operations, changes in stockholders' equity
(deficit), and cash flows for the year then ended; and in our report dated April
18, 1997 (May 2, 1997 as to Note 5), we expressed an unqualified opinion on
those consolidated financial statements and included explanatory paragraphs
related to (a) the Company's filing for reorganization under Chapter 11 of the
Federal Bankruptcy Code and (b) the Company's 1996 loss from operations which
raises substantial doubt about the Company's ability to continue as a going
concern. The consolidated statements of operations, cash flows and stockholders'
equity (deficit) for the year ended February 1, 1997 are not presented herein.
In our opinion, the information set forth in the accompanying consolidated
balance sheet as of February 1, 1997 is fairly stated, in all material respects,
in relation to the consolidated financial statements from which it has been
derived.

DELOITTE & TOUCHE LLP



New York, New York
December 16, 1997


                                       4
<PAGE>   5
<TABLE>
<CAPTION>
                                                   PART I - FINANCIAL INFORMATION


ITEM 1: Consolidated Financial Statements


                                               THE CALDOR CORPORATION AND SUBSIDIARIES

                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                          (Dollars in thousands, except per share amounts)
                                                             (Unaudited)

                                                                 THIRTEEN WEEKS ENDED:                 THIRTY-NINE WEEKS ENDED:
                                                                 ---------------------                 ------------------------
                                                            NOVEMBER 1,         NOVEMBER 2,         NOVEMBER 1,         NOVEMBER 2,
                                                                1997               1996                 1997                1996
                                                            -----------         -----------         -----------         -----------

<S>                                                         <C>                 <C>                 <C>                 <C>
Net sales                                                   $   562,859         $   568,596         $ 1,686,645         $ 1,759,368

Cost of merchandise sold                                        411,090             420,388           1,233,288           1,295,282

Selling, general and administrative expenses                    170,408             179,111             493,154             529,709

Interest expense, net                                            11,537              11,176              32,884              28,617
                                                            -----------         -----------         -----------         -----------

Loss before reorganization items and income taxes               (30,176)            (42,079)            (72,681)            (94,240)

Reorganization items (Note 5)                                     4,615               5,881              16,449              25,421
                                                            -----------         -----------         -----------         -----------

Loss before income taxes                                        (34,791)            (47,960)            (89,130)           (119,661)

Income tax provision (Note 6)                                       300                                     300
                                                            -----------         -----------         -----------         -----------

Net loss                                                    $   (35,091)        $   (47,960)        $   (89,430)        $  (119,661)
                                                            ===========         ===========         ===========         ===========


Net loss per share                                          $     (2.08)        $     (2.81)        $     (5.29)        $     (7.05)
                                                            ===========         ===========         ===========         ===========

Weighted average common and common
  equivalent shares used in computing per
  share amounts                                                  16,903              17,062              16,914              16,977
                                                            ===========         ===========         ===========         ===========

                                          See notes to consolidated financial statements.

                                                                 5
</TABLE>
<PAGE>   6
<TABLE>
<CAPTION>
                         THE CALDOR CORPORATION AND SUBSIDIARIES

                               CONSOLIDATED BALANCE SHEETS
                     (Dollars in thousands, except per share amounts)



                                                       NOVEMBER 1, 1997     FEBRUARY 1, 1997
                                                       ----------------     ----------------
                                                         (unaudited)
<S>                                                    <C>                 <C>
ASSETS
Current  assets:
    Cash  and  cash  equivalents                          $    30,147         $    27,477
    Restricted cash (Note 3)                                    1,006               5,254
    Accounts  receivable                                       13,580              12,216
    Merchandise  inventories                                  616,713             450,499
    Assets held for disposal, net                                  --               8,177
    Refundable income taxes (Note 6)                               --              13,040
    Prepaid  expenses  and  other  current  assets             25,023              17,422
                                                          -----------         -----------

          Total  current  assets                              686,469             534,085
                                                          -----------         -----------


Property  and  equipment, net                                 397,641             420,598
Property  under capital leases, net                            82,884              87,473
Debt  issuance  costs                                           2,218               2,516
Other  assets                                                   5,470               5,851
                                                          -----------         -----------

                                                          $ 1,174,682         $ 1,050,523
                                                          ===========         ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current  liabilities:
    Accounts  payable                                     $   242,041         $   152,151
    Accrued  expenses                                          49,718              62,787
    Other  accrued  liabilities                                60,693              64,478
    Current maturities of long-term debt                          550                 550
    Borrowings under DIP Facility                             299,198             152,000
                                                          -----------         -----------
          Total  current  liabilities                         652,200             431,966
                                                          -----------         -----------

Long-term debt                                                 18,065              18,463
Other  long-term  liabilities                                  32,770              28,322
Liabilities subject to compromise (Note 4)                    709,115             719,980

Stockholders' deficit:

    Preferred stock, par value $.01-
          authorized, 10,000,000 shares;
          issued and outstanding, none
    Common stock, par value $.01-
          authorized, 50,000,000 shares;
          issued and outstanding, 16,902,839
          and 16,939,106 shares, respectively                     169                 169
    Additional  paid-in  capital                              201,334             201,823
    Deficit                                                  (438,240)           (348,810)
    Unearned compensation                                        (731)             (1,390)
                                                          -----------         -----------

          Total stockholders' deficit                        (237,468)           (148,208)
                                                          -----------         -----------

                                                          $ 1,174,682         $ 1,050,523
                                                          ===========         ===========
</TABLE>
                     See notes to consolidated financial statements.

                                            6
<PAGE>   7
<TABLE>
<CAPTION>
                                               THE CALDOR CORPORATION AND SUBSIDIARIES

                                           CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                                       (Dollars in thousands)
                                                             (Unaudited)



                                                 OUTSTANDING             
                                                COMMON STOCK             ADDITIONAL  
                                                ------------               PAID-IN                        UNEARNED     STOCKHOLDERS'
                                           SHARES          AMOUNT          CAPITAL        DEFICIT       COMPENSATION      DEFICIT
                                         -----------     -----------     -----------    -----------     -----------     -----------

<S>                                       <C>            <C>             <C>            <C>             <C>             <C>
Balance, February 1, 1997                 16,939,106     $       169     $   201,823    $  (348,810)    $    (1,390)    $  (148,208)

Cancellation of restricted stock             (36,267)                           (489)                           312            (177)

Amortization of unearned
     compensation                                                                                               347             347

Net  loss                                                                                   (89,430)                        (89,430)
                                         -----------     -----------     -----------    -----------     -----------     -----------

Balance, November 1, 1997                 16,902,839     $       169     $   201,334    $  (438,240)    $      (731)    $  (237,468)
                                         ===========     ===========     ===========    ===========     ===========     ===========
</TABLE>

                                 See notes to consolidated financial statements.

                                                                 7

<PAGE>   8
<TABLE>
<CAPTION>
                                      THE CALDOR CORPORATION AND SUBSIDIARIES

                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               (Dollars in thousands)
                                                    (Unaudited)

                                                                                 FOR THE THIRTY-NINE WEEKS ENDED:
                                                                               ------------------------------------
                                                                               NOVEMBER 1, 1997    NOVEMBER 2, 1996
                                                                               ----------------    ----------------
<S>                                                                            <C>                 <C>
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:
    Net  loss                                                                      $ (89,430)        $(119,661)
    Adjustments to reconcile net loss to cash used in operating activities:
        Amortization  of  debt  issuance  costs                                        2,928             1,289
        Depreciation  and  other  amortization                                        40,860            41,539
        Amortization of unearned compensation                                            347               618
        Reorganization items                                                          16,449            25,421
    Working  capital  and  other                                                     (81,054)          (51,787)
                                                                                   ---------         ---------
            Net  cash  used  in  operating  activities
              before reorganization items                                           (109,900)         (102,581)
    Reorganization items:
          Reduction of liabilities subject to compromise                             (10,865)          (40,753)
          Reorganization items paid                                                  (13,915)          (26,106)
                                                                                   ---------         ---------
            Net  cash  used  in  operating  activities                              (134,680)         (169,440)

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
    Capital expenditures                                                             (13,698)          (24,765)
                                                                                   ---------         ---------
            Net  cash  used  in  investing  activities                               (13,698)          (24,765)
                                                                                   ---------         ---------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
    Proceeds  from  issuance of common stock
        and exercise of stock options                                                                       42
    Repayment of construction loan previously subject to compromise                                     (5,753)
    Proceeds  from  borrowings  under construction loans                                                10,392
    Proceeds  from  borrowings  under  DIP Facility                                  147,198           219,000
    Decrease (increase)  in restricted cash                                            4,248            (1,523)
    Repayment  of  long-term  debt                                                      (398)          (22,871)
                                                                                   ---------         ---------
            Net  cash  provided  by  financing  activities                           151,048           199,287
                                                                                   ---------         ---------

    Increase  in  cash  and  cash  equivalents                                         2,670             5,082

    Cash  and  cash  equivalents,  beginning  of  period                              27,477            25,577
                                                                                   ---------         ---------

    Cash  and  cash  equivalents,  end  of  period                                 $  30,147         $  30,659
                                                                                   =========         =========
</TABLE>
                                 See notes to consolidated financial statements.

                                                         8
<PAGE>   9
<TABLE>
<CAPTION>
                             THE CALDOR CORPORATION AND SUBSIDIARIES

                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (Dollars in thousands)
                                           (Unaudited)


                                                              FOR THE THIRTY-NINE WEEKS ENDED:
                                                              --------------------------------
                                                           NOVEMBER 1, 1997      NOVEMBER 2, 1996
                                                           ----------------      ----------------

<S>                                                        <C>                   <C>
WORKING  CAPITAL  AND  OTHER  COMPRISED  OF:
    Accounts  receivable                                      $  (1,364)            $  (3,592)
    Merchandise  inventories                                   (166,214)             (177,207)
    Prepaid  expenses  and  other  current  assets               (7,601)               (4,161)
    Assets held for disposal, net                                 8,177                25,265
    Refundable income taxes                                      13,040                 9,551
    Accounts  payable                                            89,890                97,287
    Accrued expenses                                            (13,069)               (1,316)
    Other  accrued  liabilities                                  (1,056)               (2,011)
    Other  assets  and  long-term  liabilities                   (2,857)                4,397
                                                              ---------             ---------
                                                              $ (81,054)            $ (51,787)
                                                              =========             =========
</TABLE>
                         See notes to consolidated financial statements.

                                                9
<PAGE>   10
                     THE CALDOR CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
                                 (in thousands)
                                   (unaudited)


1.  BASIS OF PRESENTATION

         The unaudited consolidated financial statements of The Caldor
         Corporation (the "Registrant") and subsidiaries (collectively, the
         "Company") have been prepared in accordance with generally accepted
         accounting principles for interim financial information and the
         instructions for Form 10-Q applicable to a going concern, which
         principles, except as otherwise disclosed, assume that assets will be
         realized and liabilities will be discharged in the normal course of
         business. The Registrant and certain of its subsidiaries (collectively,
         the "Debtors") filed petitions for relief under Chapter 11 of the
         United States Bankruptcy Code ("Chapter 11") on September 18, 1995 (the
         "Filing"). The Debtors are presently operating their business as
         debtors-in-possession subject to the jurisdiction of the United States
         Bankruptcy Court for the Southern District of New York (the "Bankruptcy
         Court").

         The Company's consolidated financial statements have been prepared in
         accordance with generally accepted accounting principles applicable to
         a going concern, which contemplates continuity of operations,
         realization of assets and liquidation of liabilities and commitments in
         the normal course of business. The Filing, related circumstances and
         the losses from operations, raise substantial doubt about its ability
         to continue as a going concern. The appropriateness of using the going
         concern basis is dependent upon, among other things, confirmation of a
         plan of reorganization, future profitable operations, and the ability
         to generate sufficient cash from operations and financing sources to
         meet obligations. As a result of the Filing and related circumstances,
         however, such realization of assets and liquidation of liabilities is
         subject to significant uncertainty. While under the protection of
         Chapter 11, the Debtors may sell or otherwise dispose of assets, and
         liquidate or settle liabilities, for amounts other than those reflected
         in the consolidated financial statements. Further, a plan of
         reorganization could materially change the amounts reported in the
         consolidated financial statements. The consolidated financial
         statements do not include any adjustments relating to a recoverability
         of the value of recorded asset amounts or the amounts and
         classification of liabilities that might be necessary as a consequence
         of a plan of reorganization.

         With respect to the unaudited consolidated financial statements for the
         thirty-nine and thirteen weeks ended November 1, 1997 ("Third Quarter
         1997"), it is the Registrant's opinion that all necessary adjustments
         (consisting of normal and recurring adjustments) have been included to
         present a fair statement of results for the periods presented. Although
         these consolidated financial statements are unaudited, they have been
         reviewed by the Company's independent accountants, Deloitte & Touche
         LLP, for conformity with accounting requirements for interim financial
         reporting. Their report on such review is included herein.

         These consolidated statements should be read in conjunction with the
         Company's consolidated financial statements included in the
         Registrant's Annual Report on Form 10-K for the fiscal year ended
         February 1, 1997. Due to the seasonal nature of the Company's sales and
         the Filing, operating results for the interim period are not


                                       10
<PAGE>   11
         necessarily indicative of results that may be expected for the fiscal
         year ending January 31, 1998. Certain information and footnote
         disclosures normally included in financial statements prepared in
         accordance with generally accepted accounting principles have been
         condensed or omitted, pursuant to the rules and regulations promulgated
         by the Securities and Exchange Commission.

         Certain reclassifications have been made to prior periods' financial
         statements to conform with classifications used in the current period.


2.  REORGANIZATION CASE

         In the Chapter 11 case, substantially all liabilities as of the date of
         the Filing are subject to resolution under a plan of reorganization to
         be voted upon by the Debtors' creditors and stockholders and confirmed
         by the Bankruptcy Court. Amended and restated schedules have been filed
         by the Debtors with the Bankruptcy Court setting forth the assets and
         liabilities of the Debtors as of the date of the Filing as shown by the
         Debtors' accounting records. The Bankruptcy Court fixed August 12, 1996
         as the last date by which creditors of the Debtors could file proofs of
         claim for claims that arose prior to the Filing. The Debtors are in the
         process of reconciling differences between amounts shown by the Debtors
         and claims filed by creditors. The amount and settlement terms for such
         disputed liabilities are subject to allowance by the Bankruptcy Court.
         Ultimately, the adjustment of the total liabilities of the Debtors
         remains subject to a Bankruptcy Court approved plan of reorganization,
         and, accordingly, the amount of such liabilities is not presently
         determinable. The Bankruptcy Court has extended the period in which the
         Debtors possess the exclusive right to file a plan of reorganization
         through February 28, 1998 and the period in which the Debtors can
         solicit acceptances for the plan of reorganization through April 30,
         1998. The Company has begun preliminary analyses to formulate a plan of
         reorganization and, while no plan of reorganization has been proposed,
         at this time it would appear unlikely that such a plan would provide
         for recovery by equity security holders.

         On March 12, 1997 the Bankruptcy Court approved the closing of 4
         under-performing stores and the Debtor's retention of a liquidator to
         conduct store closing sales (the "4 Store Closing Sales"). These sales
         were completed and the stores were closed by the end of May 1997.
         Concurrently, the Registrant, as the borrower thereunder, the
         subsidiaries of the Registrant named therein, as the guarantors
         thereunder, and the bank group led by the Chase Manhattan Bank
         ("Chase") entered into an amendment (the "Third Amendment") to the
         Amended and Restated Revolving Credit and Guaranty Agreement dated as
         of October 17, 1995, among the Registrant, as the borrower thereunder,
         the subsidiaries of the Registrant named therein, as the guarantors
         thereunder, and a bank group led by Chase ("the DIP Facility").
         Pursuant to the Third Amendment, all of the proceeds of the 4 Store
         Closing Sales were applied to a prepayment of the Tranche B loans and
         the Tranche B facility commitment was reduced by such amount.

         On June 4, 1997, the Bankruptcy Court entered a final order approving
         the Fourth Amendment to the DIP Facility (the "Fourth Amendment") which
         extended the DIP Facility to June 15, 1998 (the "Extended DIP
         Facility"). The Extended DIP Facility provides for a revolving credit
         and letter of credit facility in an aggregate principal amount not to
         exceed $450 million, divided into two (2) separate tranches consisting
         of (i) a post petition revolving credit and letter of credit facility
         in an aggregate principal amount not to exceed $250 million made
         available by the Tranche A Banks (the "Tranche A Facility") and (ii)
         the continued use of the revolving credit and letter of credit portion
         of the pre-petition credit facility made available by the Tranche B
         Banks (the "Tranche B Facility") in an aggregate principal amount of
         $200 million which


                                       11
<PAGE>   12
         principal amount may be borrowed, paid and reborrowed. In addition, the
         Extended DIP Facility provides for, among other things, a mandatory
         paydown of the aggregate principal amount of the outstanding loans
         (exclusive of letters of credit) to $165 million for a period of 15
         consecutive business days during the period from December 15, 1997
         through January 15, 1998, capital expenditures not to exceed $30
         million through the fiscal year ending January 31, 1998 ("Fiscal Year
         1997") and $16 million (subject to a $3 million increase if certain
         EBITDA projections are achieved) thereafter through the maturity date,
         revised EBITDA thresholds for the trailing four quarters for each of
         the fiscal quarters in Fiscal Year 1997 and for the fiscal quarter
         ending April 30, 1998 and revised monthly inventory amounts through
         June 15, 1998. The Extended DIP Facility provides that advances made
         (i) under the Tranche A Facility will bear interest at a rate of 0.75%
         per annum in excess of ABR, or, at the Registrant's option, a rate of
         1.75% per annum in excess of LIBOR for the interest periods of one,
         three or six months or (ii) under the Tranche B Facility will bear
         interest at 0.25% per annum in excess of ABR, or, at the Registrant's
         option, a rate of 1.0% per annum in excess of LIBOR. The Registrant
         incurred approximately $3 million in bank fees associated with the
         extension of the DIP Facility, which were paid in the second quarter of
         1997. In all other material respects the DIP Facility remains
         unchanged. For further information, see "Management's Discussion and
         Analysis of Financial Condition and Results of Operations--Financial
         Condition."

         Under the Bankruptcy Code, the Debtors may elect to assume or reject
         real estate leases, employment contracts, personal property leases,
         service contracts and other executory pre-petition contracts, subject
         to Bankruptcy Court approval. As of November 1, 1997, the Debtors had
         rejected the leases for 31 locations, assumed 17 real estate leases
         (seven of which were for stores opened prior to 1996, two were for
         warehouses and the balance were for stores that were opened in 1996),
         conditionally assumed one real estate lease and had reached agreement
         with landlords to terminate an additional seven leases without
         liability. The Debtors continue to review leases and contracts, as well
         as other operational and merchandising changes, and cannot presently
         determine or reasonably estimate the ultimate outcome of, or liability
         resulting from, this review.

         On September 18, 1997, the New York Stock Exchange announced that
         trading in the Company's Common Stock would be suspended immediately
         and application would be made to the Securities and Exchange Commission
         ("SEC") to delist the issue. On November 25, 1997, the SEC delisted the
         Company's Common Stock.

         Additional information with respect to the Debtors' Chapter 11 case is
         set forth in the Registrant's Annual Report on Form 10-K for the fiscal
         year ended February 1, 1997.


3.  RESTRICTED CASH

         As of November 1, 1997, the restricted cash balance of $1 million is
         being held in a segregated account, pursuant to stipulation, pending
         resolution of a motion filed in Bankruptcy Court by a vendor of the
         Company.


                                       12
<PAGE>   13
4.  LIABILITIES SUBJECT TO COMPROMISE

         Liabilities subject to compromise are subject to future adjustments
         depending on Bankruptcy Court actions and further developments with
         respect to disputed claims. Liabilities subject to compromise were as
         follows:

<TABLE>
<CAPTION>
                                       November 1, 1997    February 1, 1997
                                       ----------------    ----------------

<S>                                    <C>                 <C>
         Accounts payable                 $226,226            $226,506
         Term Loan                         187,469             191,100
         Real Estate Loan                   37,145              37,145
         Rejected leases and other
          miscellaneous claims             129,900             129,900
         Accrued expenses                   77,064              80,784
         Capital lease obligations          36,084              39,318
         Construction loan                  11,511              11,511
         Industrial revenue bonds
          and mortgage notes                 3,716               3,716
                                          --------            --------
              Total                       $709,115            $719,980
</TABLE>


         Liabilities subject to compromise under reorganization proceedings
         include substantially all current and long-term unsecured debt as of
         the date of the Filing. Pursuant to the provisions of the Bankruptcy
         Code, payment of those liabilities may not be made except pursuant to a
         plan of reorganization or Bankruptcy Court order while the Debtors
         continue to operate as debtors-in-possession. The liability for
         rejected leases and other miscellaneous claims includes the Company's
         estimate of its liability for certain leases that have either been
         rejected or the Company anticipates rejecting. Liabilities subject to
         compromise were reduced by application of closing sale proceeds (of
         stores closed in 1996) to payment of the Term Loan, reclamation
         payments and amortization of capital lease obligations.



5.  REORGANIZATION ITEMS

         Reorganization items that were directly associated with the Company's
         Chapter 11 reorganization proceedings and the resulting restructuring
         of its operations consisted of the following for the thirty-nine weeks
         ended November 1, 1997 and November 2, 1996:

<TABLE>
<CAPTION>
                                               November 1, 1997     November 2, 1996
                                               ----------------     ----------------
<S>                                            <C>                  <C>
         Retention costs                            $ 7,014              $ 7,891
         Professional fees                            6,146               11,344
         Other                                        3,289                6,186
                                                    -------              -------
          Total provision for reorganization        $16,449              $25,421
</TABLE>


6.  INCOME TAXES

         Income taxes are provided based on the asset and liability method of
         accounting pursuant to Statement of Financial Accounting Standards
         ("SFAS") No. 109, "Accounting for Income Taxes." The Company has
         generated substantial net operating loss carryforwards as a result of
         the net losses incurred in 1995 and 1996. Utilization of


                                       13
<PAGE>   14
         the Company's loss carryforwards is dependent upon sufficient future
         taxable income. The Company has established a full valuation allowance
         against these carryforward benefits and, therefore, has not recorded
         any tax benefits related to fiscal 1997 losses. During 1997, the
         Company received federal income tax refunds recorded as refundable
         income taxes in the balance sheet at February 1, 1997. The Company
         recorded a tax provision of $0.3 million for certain state franchise
         and capital taxes in Third Quarter 1997.


    7.  RECENT ACCOUNTING PRONOUNCEMENTS

         In February 1997, the Financial Accounting Standards Board (the "FASB")
         issued SFAS No. 128, "Earnings Per Share," which is effective for the
         Company beginning with the fourth quarter of Fiscal Year 1997. SFAS No.
         128 establishes standards for computing and presenting earnings per
         share. The Company has determined that the adoption of SFAS No. 128
         will not have a significant impact on the Company's earnings (loss) per
         share.

         In February 1997, the FASB issued SFAS No. 129, "Disclosure of
         Information About Capital Structure", which is effective for the
         Company beginning with the fourth quarter of Fiscal Year 1997.
         SFAS No. 129 establishes standards for disclosing information about 
         an entity's capital structure by superseding and consolidating 
         previously issued accounting standards. The financial statements of 
         the Company are prepared in accordance with the requirements of 
         SFAS No. 129.

         In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
         Income," which is effective for the Company beginning with the fiscal
         year ending January 30, 1999 ("Fiscal Year 1998"). SFAS No. 130 
         establishes standards for reporting and display of comprehensive 
         income (the change in equity from transactions and other events except 
         those resulting from investment by owners). The Company is currently 
         evaluating the effects of this change on its financial statements.

         In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments
         of an Enterprise and Related Information," which is effective beginning
         with Fiscal Year 1998. SFAS No. 131 will require that segment financial
         information be publicly reported on the basis that is used internally
         for evaluating segment performance. The Company is currently evaluating
         the effects of this change on its financial statements.


                                       14
<PAGE>   15
ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS



OVERVIEW

The Debtors filed petitions for relief under Chapter 11 on September 18, 1995
and are presently operating their business as debtors-in-possession subject to
the jurisdiction of the Bankruptcy Court. As a result of the Filing, the cash
requirements for the payments of accounts payable and certain other liabilities
that arose prior to the Filing are in most cases deferred until a plan of
reorganization is approved by the Bankruptcy Court. The Bankruptcy Court has
extended the period in which the Debtors possess the exclusive right to file a
plan of reorganization through February 28, 1998 and the period in which the
Debtors can solicit acceptances for the plan of reorganization through April 30,
1998. The Company has begun preliminary analyses to formulate a plan of
reorganization and, while no plan of reorganization has been proposed, at this
time it would appear unlikely that such a plan would provide for recovery by
equity security holders.


RESULTS OF OPERATIONS

Results of operations expressed as a percentage of net sales were as follows for
the thirteen weeks ended November 1, 1997 and the thirteen weeks ended November
2, 1996 ("Third Quarter 1996"):

<TABLE>
<CAPTION>
                                           November 1, 1997               November 2, 1996
                                         ---------------------        -----------------------
(dollars in thousands)                      $              %               $              %
---------------------------------------------------------------------------------------------

<S>                                      <C>             <C>            <C>             <C>
Net sales                                562,859         100.0          568,596         100.0
Cost of merchandise sold                 411,090          73.0          420,388          73.9
Gross margin                             151,769          27.0          148,208          26.1
Selling, general and
   administrative expenses               170,408          30.3          179,111          31.5
Interest expense, net                     11,537           2.1           11,176           2.0
Loss before reorganization items
   and income taxes                      (30,176)         (5.4)         (42,079)         (7.4)
Net loss                                 (35,091)         (6.2)         (47,960)         (8.4)
</TABLE>

Net sales for Third Quarter 1997 were $562.9 million compared to $568.6 million
for Third Quarter 1996, a decrease of $5.7 million, or 1.0%. This decrease was
primarily due to the closing of four stores since the first quarter of 1997
partially offset by the sales from a new store opened in November 1996 and a
0.9% increase in comparable store sales.

Gross margin as a percentage of sales for Third Quarter 1997 increased by 0.9%
to 27.0% from 26.1% in Third Quarter 1996 primarily due to reduced markdowns
partially offset by lower overall initial markups. In Third Quarter 1996, to
better balance its promotional and regular-priced business and to provide fair
prices everyday, the Company introduced its Price Cut Program, which lowered
everyday prices on selected items in electronics, health and beauty aids,
diapers, household chemicals, furniture, hardware and housewares. The Price Cut
Program was not fully in place in time to have a significant impact on Third
Quarter 1996 Gross


                                       15
<PAGE>   16
Margin. In the second quarter of 1997, the Company extended the Price Cut
Program to certain other product categories such as basic apparel commodities,
paper products, film and cosmetics.

Selling, general and administrative expenses ("SG&A") as a percentage of sales
for Third Quarter 1997 was 30.3% compared to 31.5% for Third Quarter 1996, a
decrease of 1.2% or $8.7 million. The decrease was primarily due to the closing
of stores since the prior period and a reduction of corporate overhead.

Interest expense, net, for Third Quarter 1997 increased by $0.4 million
primarily due to an increase in average revolving credit borrowings and weighted
average interest rates as compared to Third Quarter 1996. Average revolving
credit borrowings were $227.3 million at a weighted average interest rate of
7.4% in Third Quarter 1997 compared to $192.0 million at a weighted average
interest rate of 6.6% for Third Quarter 1996. The weighted average interest rate
of the Term Loan was 6.5% in Third Quarter 1997 compared to 6.4% in Third
Quarter 1996. As a percentage of sales, interest expense, net, for Third Quarter
1997 was 2.1% compared to 2.0% for Third Quarter 1996.

The Company did not record a tax benefit in Third Quarter 1997 since the
utilization of the Company's loss carryforwards is dependent upon sufficient
future taxable income and the Company has established a full valuation allowance
against these carryforward benefits. However, a provision of $0.3 million for
certain state franchise and capital taxes has been recorded in Third Quarter
1997.

Reorganization costs relating to the Chapter 11 proceedings, consisting
primarily of retention costs and professional fees, were $4.6 million in Third
Quarter 1997 compared to $5.9 million in Third Quarter 1996.


                                       16
<PAGE>   17
Results of operations expressed as a percentage of sales were as follows for the
thirty-nine weeks ended November 1, 1997 ("Year-To-Date 1997") and the
thirty-nine weeks ended November 2, 1996 ("Year-To-Date 1996"):

<TABLE>
<CAPTION>
                                             November 1, 1997                November 2, 1996
                                        ------------------------          -----------------------
(dollars in thousands)                       $               %                $               %
-------------------------------------------------------------------------------------------------

<S>                                      <C>               <C>            <C>               <C>
Net sales                                1,686,645         100.0          1,759,368         100.0
Cost of merchandise sold                 1,233,288          73.1          1,295,282          73.6
Gross margin                               453,357          26.9            464,086          26.4
Selling, general and
  administrative expenses                  493,154          29.2            529,709          30.1
Interest expense, net                       32,884           1.9             28,617           1.6
Loss before reorganization items
  and income taxes                         (72,681)         (4.3)           (94,240)         (5.4)
Net loss                                   (89,430)         (5.3)          (119,661)         (6.8)
</TABLE>


Net sales for Year-To-Date 1997 were $1,686.6 million compared to $1,759.4
million for Year-To-Date 1996, a decrease of $72.8 million or 4.1%. This
decrease was primarily due to the closing of 16 stores since the first quarter
of 1996 and a 2.7% decrease in comparable store sales partially offset by the
sales from 7 new stores opened since mid-April 1996. The decrease in comparable
store sales was primarily attributable to changes in the Company's marketing
strategy, including the discontinuance of mid-week circulars, coupon sales and
one-day sales events, unseasonably cool weather in the Northeast that negatively
impacted the Company's sales of seasonal merchandise in the second quarter of
1997 and the intensely competitive retail environment. The Company made the
determination that the discontinued marketing programs were neither profitable
nor compatible with its long-term marketing strategy.

Gross margin as a percentage of sales for Year-To-Date 1997 increased by 0.5% to
26.9% from 26.4% for Year-To-Date 1996. The increase was primarily due to
reduced markdowns, partially offset by lower overall initial markups as compared
to Year-To-Date 1996 due to changes in the Company's marketing strategy, the
Price Cut Program and an increase in the reserve for inventory shrinkage.

SG&A expenses as a percentage of sales for Year-To-Date 1997 was 29.2% compared
to 30.1% for Year-To-Date 1996 a decrease of 0.9% or $36.6 million. This
decrease was primarily attributable to store closings and initiatives to control
and reduce SG&A adopted by the Company in the second quarter of 1996, including
changes in marketing strategy, which have reduced advertising expenses, and a
reduction of corporate overhead.

Interest expense, net, for Year-To-Date 1997 increased by $4.3 million primarily
due to an increase in average revolving credit borrowings and an increase in
weighted average interest rates. Average revolving credit borrowings were $210.3
million at a weighted average interest rate of 7.0% for Year-To-Date 1997
compared to $145.3 million at 6.6% for Year-To-Date 1996. The weighted average
interest rate of the Term Loan was 6.5% for Year-To-Date 1997 compared to 6.3%
for Year-To-Date 1996. As a percentage of sales, interest expense, net, for
Year-To-Date 1997 was 1.9% compared to 1.6% for Year-To-Date 1996.

The Company did not record a tax benefit in Year-To-Date 1997 since the
utilization of the Company's loss carryforwards is dependent upon sufficient
future taxable income and the Company has established a full valuation allowance
against these carryforward benefits. However, a provision of $0.3 million for
certain state franchise and capital taxes has been recorded for Year-To-Date
1997.


                                       17
<PAGE>   18
Reorganization costs relating to the Chapter 11 proceedings, consisting
primarily of retention costs and professional fees, were $16.4 million
Year-To-Date 1997 compared to $25.4 million for Year-To-Date 1996.

FINANCIAL CONDITION

The Company's working capital as of November 1, 1997 decreased by $67.9 million
from February 1, 1997. The Company received its income tax refund receivable
reflected in the balance sheet at February 1, 1997. Accounts payable increased
by $89.9 million primarily due to seasonal increases in inventory of $166.2
million. Accrued expenses decreased $13.1 million primarily due to payments made
against certain accruals established at fiscal year-end 1996. Borrowings under
the DIP Facility increased $147.2 million primarily due to the seasonal
increases in inventory not financed by accounts payable, the decrease in accrued
expenses, the net loss of $89.4 million incurred for Year-To-Date 1997, capital
expenditures of $13.7 million and reorganization item payments of $13.9 million.

Net cash used in operating activities for Year-To-Date 1997 was $134.7 million.
This use of cash for operating activities was primarily due to the Company's net
loss of $89.4 million in Year-To-Date 1997, seasonal increases in inventory not
financed by accounts payable and reorganization item payments of $13.9 million.

For Year-To-Date 1997, $13.7 million was spent for capital expenditures. The
Company's capital expenditures for Fiscal Year 1997 are projected to be
approximately $30 million to be used primarily for management information
systems, store remodeling, distribution center and store upgrades and
improvements.

The Company and its key vendors utilize software and related technologies that
will be affected by the ability of these technologies to distinguish and
properly process date sensitive information when the year changes to 2000. Many
existing applications, as was common in the market place, were designed to only
accommodate a two digit date position which represents the year. A review of
the Company's and its key vendors' systems is currently under way to determine
the scope and related costs of, and means to address, the Year 2000 issue in
order to avoid material disruption to the Company. Although management believes
that failure to address this issue in a timely manner could have a detrimental
effect on the Company's results of operations, management believes that it will
be able to take the necessary steps, including modification or replacement of
its affected systems and collaboration with its vendors, to prevent material
disruption. While this work is expected to involve significant costs, the
Company believes that the total costs will not have a material adverse impact
on its financial position or results of operations.

On October 17, 1995, the Bankruptcy Court entered a final order approving the
DIP Facility. The DIP Facility amended and restated, in its entirety, the
Registrant's Debtor-In-Possession Revolving Credit and Guaranty Agreement dated
as of September 18, 1995 with Chase as agent. On June 4, 1997, the Bankruptcy
Court entered a final order approving the Fourth Amendment which extended the
DIP Facility to June 15, 1998. Pursuant to the terms of the Extended DIP
Facility, the bank group has made available to the Registrant an aggregate
principal amount of up to $450 million consisting of (i) up to $250 million
under the Tranche A Facility and (ii) $200 million under the Tranche B Facility
which principal amount may be borrowed, paid and reborrowed. The Company's
maximum borrowing under the Tranche A Facility, up to $250 million, may not
exceed the lesser of 60% of Eligible Cost Value of Inventory or 50% of Eligible
Retail Value of Inventory (the "Borrowing Base"). The Extended DIP Facility has
a sublimit of $175 million for the issuance of letters of credit. The Tranche B
Facility must be fully utilized before the Company can borrow under the Tranche
A Facility.


                                       18
<PAGE>   19
Borrowings under the Extended DIP Facility may be used to fund working capital
and inventory purchases and for other general corporate purposes. The Extended
DIP Facility provides for, among other things, a mandatory paydown of the
aggregate principal amount of the outstanding loans (exclusive of letters of
credit) to $165 million for a period of 15 consecutive business days during the
period from December 15, 1997 through January 15, 1998, capital expenditures not
to exceed $30 million through Fiscal Year 1997 and $16 million (subject to a $3
million increase if certain EBITDA projections are achieved) thereafter through
the maturity date and revised EBITDA thresholds for the trailing four quarters
for each of the fiscal quarters in Fiscal Year 1997 and for the fiscal quarter
ending April 30, 1998. The Extended DIP Facility also contains restrictive
covenants, including, among other things, limitations on the creation of
additional liens and indebtedness, capital leases and annual rents, the sale of
assets, and the maintenance of minimum earnings before interest, taxes,
depreciation, amortization and reorganization items, the maintenance of
inventory levels, and a prohibition on the payment of dividends.

The Extended DIP Facility provides that advances made (i) under the Tranche A
Facility will bear interest at a rate of 0.75% per annum in excess of ABR, or at
the Registrant's option, a rate of 1.75% per annum in excess of LIBOR for the
interest periods of one, three or six months or (ii) under the Tranche B
Facility will bear interest at 0.25% per annum in excess of ABR, or, at the
Registrant's option, a rate of 1.0% per annum in excess of LIBOR.

The Tranche A Banks and the Tranche B Banks were granted a lien on all of the
assets of the Debtors and a super priority claim for all obligations of the
Debtors arising under the Tranche A Facility and the Tranche B Facility,
respectively. However, the claim of the Tranche B Banks is subordinate in
priority to the claim of the Tranche A Banks. In addition, Chase, as agent, was
granted a security interest in all of the shares of capital stock now or
hereafter issued to the Registrant by certain of its subsidiaries. The
pre-petition banks have been granted a security interest in all assets of the
Debtors, subordinate to the security interests and liens thereon granted to the
Tranche A Banks and the Tranche B Banks, subject to the conditions of the
financing order of the Bankruptcy Court, dated October 17, 1995.

As of November 1, 1997, the outstanding borrowings under the Extended DIP
Facility were $299.2 million and open letters of credit were $50.1 million.

The Company believes that cash on hand, amounts available under the Extended DIP
Facility and funds from operations will enable the Company to meet its current
liquidity and capital expenditure requirements until the current expiration date
of the Extended DIP Facility on June 15, 1998. Until a plan of reorganization is
approved, the Company's long-term liquidity and the adequacy of its capital
resources cannot be determined.


FACTORS THAT MAY AFFECT FUTURE RESULTS

From time to time, information provided by the Company, statements made by its
employees or information included in its filings with the Securities and
Exchange Commission (the "SEC") (including the Quarterly Report on Form 10-Q)
may contain statements which are not historical facts, so-called "forward
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking statements. In particular, statements in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" may be
forward-looking statements. The Company's actual future results may differ
significantly from those stated in any forward-looking statements. Factors that
may cause such differences include, but are not limited to, the factors
discussed below. Each of these factors, and others, are discussed from time to
time in the Company's filings with the SEC.


                                       19
<PAGE>   20
The Company's future results are subject to substantial risks and uncertainties.
The Company is operating as a debtor-in-possession under the Bankruptcy Code and
its future results are subject to the development and confirmation of a plan of
reorganization. The Company's business is seasonal; a substantial portion of its
sales and income from operations are generated during the fourth quarter of the
fiscal year which includes the Christmas selling season. Any substantial
decrease in sales during such period would have a material adverse effect on the
financial condition and results of operations of the Company. The Company has
working capital needs which are expected to be funded largely through borrowings
under the Extended DIP Facility. The Extended DIP Facility contains restrictive
covenants, including, among other things, limitations on the creation of
additional liens and indebtedness, limitations on capital expenditures, capital
leases and annual rents, the sale of assets and the maintenance of minimum
earnings before interest, taxes, depreciation, amortization and reorganization
items, the maintenance of inventory levels, and a prohibition on the payment of
dividends. Such restrictions may limit the Company's operating and financial
flexibility. For further information, see "Management's Discussion and Analysis
of Financial Condition and Results of Operations -- Financial Condition."


RECENT ACCOUNTING PRONOUNCEMENTS

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share," which is
effective for the Company beginning with the fourth quarter of Fiscal Year 1997.
SFAS No. 128 establishes standards for computing and presenting earnings per
share. The Company has determined that the adoption of SFAS No. 128 will not
have a significant impact on the Company's earnings (loss) per share.

In February 1997, the FASB issued SFAS No. 129, "Disclosure of Information About
Capital Structure", which is effective for the Company beginning with the
fourth quarter of Fiscal Year 1997. SFAS No. 129 establishes standards for
disclosing  information about an entity's capital structure by superseding and 
consolidating previously issued accounting standards. The financial statements 
of the Company are prepared in accordance with the requirements of SFAS No.
129.

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income,"
which is effective for the Company beginning with Fiscal Year 1998. SFAS No. 130
establishes standards for reporting and display of comprehensive income (the
change in equity from transactions and other events except those resulting from
investment by owners). The Company is currently evaluating the effects of this
change on the Company's financial statements.

In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information," which is effective beginning with Fiscal
Year 1998. SFAS No. 131 will require that segment financial information be
publicly reported on the basis that is used internally for evaluating segment
performance. The Company is currently evaluating the effects of this change on
the Company's financial statements.


                                       20
<PAGE>   21
                           PART II - OTHER INFORMATION



ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         a)       Exhibits
                  --------
<TABLE>
<CAPTION>
                  Exhibit Number    Description
                  --------------    -----------

<S>                                 <C>
                  15                Letter in lieu of consent of Deloitte & Touche LLP
                                    re unaudited interim financial information.

                  27                Financial Data Schedule.
</TABLE>

         b)       Reports on Form 8-K
                  -------------------
                  No reports on Form 8-K were filed for the quarter for which
                  this report is filed.


                                       21
<PAGE>   22
                                   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.


                                     The Caldor Corporation
                                          (Registrant)


Date:  December 16, 1997             By:  /s/ Warren D. Feldberg
       -----------------                  -------------------------------------
                                          Warren D. Feldberg
                                          Chairman, Chief Executive Officer and
                                          Director


Date:  December 16, 1997             By:   /s/ John G. Reen
       -----------------                  -------------------------------------
                                          John G. Reen
                                          Executive Vice President,
                                          Chief Financial Officer and Director


                                       22
<PAGE>   23
                                  EXHIBIT INDEX
                                  -------------
<TABLE>
<CAPTION>
EXHIBIT NUMBER                               DESCRIPTION
--------------                               -----------

<S>                           <C>
15                            Letter in lieu of consent of Deloitte & Touche LLP
                              re unaudited interim financial information.

27                            Financial Data Schedule.
</TABLE>


                                       23