<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 MAY 2, 1998

                                       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 June 1, 1998 was
16,902,839.
<PAGE>   2
                     THE CALDOR CORPORATION AND SUBSIDIARIES
                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

                                                                            PAGE
                                                                            ----
ITEM 1 : CONSOLIDATED FINANCIAL STATEMENTS

         Independent Accountants' Review Report                                3

         Consolidated Statements of Operations for the Thirteen Weeks
         Ended May 2, 1998 and May 3, 1997                                     5

         Consolidated Balance Sheets as of May 2, 1998 and January 31, 1998    6

         Consolidated Statement of Stockholders' Deficit                       7

         Consolidated Statements of Cash Flows for the Thirteen Weeks
         Ended May 2, 1998 and May 3, 1997                                     8

         Notes to Consolidated Financial Statements                           10

ITEM 2 : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS                                            16

                           PART II - OTHER INFORMATION

ITEM 6 : EXHIBITS AND REPORTS ON FORM 8-K                                     21


                                       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 May 2,
1998 and the related consolidated statements of operations for the thirteen week
periods ended May 2, 1998 and May 3, 1997, stockholders' deficit for the
thirteen week period ended May 2, 1998, and cash flows for the thirteen week
periods ended May 2, 1998 and May 3, 1997. 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 January 31, 1998 (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 January 31, 1998, 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
24, 1998, 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 recurring losses from operations raise substantial doubt about
the Company's ability to continue as a going concern. The consolidated
statements of operations and cash flows for the year ended January 31, 1998 are
not presented herein. In our opinion, the information set forth in the
accompanying consolidated balance sheet as of January 31, 1998 and related
consolidated statement of stockholders' equity/(deficit) for the year then ended
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
June 9, 1998


                                       4
<PAGE>   5
                         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)

<TABLE>
<CAPTION>
                                                      FOR THE 13 WEEKS ENDED:
                                                      -----------------------
                                                    MAY 2, 1998      MAY 3, 1997
                                                    -----------      -----------
<S>                                                 <C>              <C>      
Net sales                                            $ 529,573        $ 525,635
Cost of merchandise sold                               390,344          385,197
Selling, general and administrative expenses           156,544          160,088
Interest expense, net                                   10,479           10,391
                                                     ---------        ---------
Loss before reorganization items                       (27,794)         (30,041)
Reorganization items (Note 5)                            3,170            6,274
                                                     ---------        ---------
Net loss                                             $ (30,964)       $ (36,315)
                                                     =========        =========

Basic and diluted net loss per share                 $   (1.83)       $   (2.14)
                                                     =========        =========
Weighted average common and common
  equivalent shares used in computing
  basic and diluted per share amounts                   16,903           16,936
                                                     =========        =========
</TABLE>

                 See notes to consolidated financial statements.


                                       5
<PAGE>   6
           THE CALDOR CORPORATION AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                             MAY 2, 1998  JANUARY 31, 1998
                                             -----------  ----------------
                                             (UNAUDITED)
<S>                                          <C>            <C>    
ASSETS
Current Assets:
  Cash and cash equivalents                   $  36,098      $  21,561
  Restricted cash (Note 3)                       17,881          1,023
  Accounts receivable                             9,350         12,853
  Merchandise inventories                       499,528        419,682
  Assets held for disposal, net                   6,000         30,076
  Prepaid expenses and other current assets      19,837         20,987
                                            -----------    -----------
     Total current assets                       588,694        506,182
                                            -----------    -----------
Property and equipment, net                     359,761        369,316
Property under capital leases, net               65,965         67,342
Debt issuance costs                                 636          1,086
Other assets                                      5,130          5,194
                                            -----------    -----------
                                            $ 1,020,186     $  949,120
                                            ===========    ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable                           $  181,825     $  149,659
  Accrued expenses                               50,687         60,360
  Other accrued liabilities                      55,169         53,542
  Current maturities of long-term debt            9,798          9,936
  Borrowings under DIP Facility                 266,198        187,698
                                            -----------    -----------
     Total current liabilities                  563,677        461,195
                                            -----------    -----------
Long-term debt                                   10,452         10,525
Other long-term liabilities                      31,267         31,037
Liabilities subject to compromise (Note 4)      728,316        729,039
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 shares      169            169
   Additional paid-in capital                   201,334        201,334
  Deficit                                      (512,383)      (481,419)
  Unearned compensation                            (502)          (616)
  Minimum pension liability adjustment           (2,144)        (2,144)
                                            -----------    -----------
                                               (313,526)     ( 282,676)
                                            -----------    -----------
                                            $ 1,020,186     $  949,120
                                            ===========    ===========
</TABLE>

         See notes to consolidated financial statements.


                    6
<PAGE>   7
                     THE CALDOR CORPORATION AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                    Outstanding
                                    Common Stock          Additional                                    Minimum
                                    ------------           Paid-In                       Unearned       Pension      Stockholders'
                              Shares         Amount        Capital        Deficit      Compensation    Liability       Deficit
                            -----------    -----------    -----------   -----------    -----------    -----------    -----------
<S>                         <C>            <C>            <C>           <C>            <C>            <C>            <C>         
Balance, January 31, 1998    16,902,839    $       169    $   201,334   ($  481,419)   ($      616)   ($    2,144)   ($  282,676)

Amortization of unearned
     compensation                                                                              114                           114

Net  loss                                                                   (30,964)                                     (30,964)
                            -----------    -----------    -----------   -----------    -----------    -----------    -----------
Balance, May 2, 1998         16,902,839    $       169    $   201,334   ($  512,383)   ($      502)   ($    2,144)   ($  313,526)
                            ===========    ===========    ===========   ===========    ===========    ===========    ===========
</TABLE>

                 See notes to consolidated financial statements.


                                       7
<PAGE>   8
           THE CALDOR CORPORATION AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                         FOR THE 13 WEEKS ENDED:
                                                        -------------------------
                                                        MAY 2, 1998   MAY 3, 1997
                                                        -----------   -----------
<S>                                                      <C>       <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                               $(30,964)   $(36,315)
  Adjustments to reconcile net loss to cash used
    in operating activities:
    Amortization of debt issuance costs                       801         790
    Depreciation and other amortization                    12,584      13,838
    Amortization of unearned compensation                     114         261
    Reorganization items                                    3,170       6,274
  Working capital and other                               (26,805)    (46,277)
                                                         --------    --------
      Net cash used in operating activities
        before reorganization items                       (41,100)    (61,429)
  Reorganization items
    Reduction in liabilities subject to compromise           (723)     (2,015)
    Reorganization items paid                              (3,419)     (6,696)
                                                         --------    --------
      Net cash used in operating activities               (45,242)    (70,140)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                     (1,725)     (2,442)
                                                         --------    --------
      Net cash used in investing activities                (1,725)     (2,442)
                                                         --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from borrowings under DIP Facility              78,500      83,290
  Increase in restricted cash                             (16,858)     (2,510)
  Repayment of long-term debt                                (138)       (149)
                                                         --------    --------
      Net cash provided by financing activities            61,504      80,631
                                                         --------    --------
  Increase in cash and cash equivalents                    14,537       8,049
  Cash and cash equivalents, beginning of period           21,561      27,477
                                                         --------    --------
  Cash and cash equivalents, end of period               $ 36,098    $ 35,526
                                                         ========    ========
</TABLE>

         See notes to consolidated financial statements.


                    8
<PAGE>   9
           THE CALDOR CORPORATION AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                    FOR THE 13 WEEKS ENDED:
                                                   -------------------------
                                                   MAY 2, 1998   MAY 3, 1997
                                                   -----------   -----------
<S>                                                  <C>       <C>   
WORKING CAPITAL AND OTHER COMPRISED OF:
  Accounts receivable                                 $ 3,503    $ (1,883)
  Merchandise inventories                             (79,846)    (56,569)
  Prepaid expenses and other current assets             1,150      (1,444)
  Assets held for disposal, net                        24,076       8,177
  Refundable income taxes and deferred income taxes                  (362)
  Accounts payable                                     32,166      25,718
  Accrued expenses                                     (9,673)    (15,893)
  other accrued liabilities                             1,989      (2,513)
  Other assets and long-term liabilities                 (170)     (1,508)
                                                     --------    --------
                                                     $(26,805)   $(46,277)
                                                     ========    ========
</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" or "Bankruptcy Code") 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
         thirteen weeks ended May 2, 1998 ("First Quarter 1998"), 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
<PAGE>   11
         10-K for the fiscal year ended January 31, 1998. Due to the seasonal
         nature of the Company's sales and the Filing, operating results for the
         interim period are not necessarily indicative of results that may be
         expected for the fiscal year ending January 30, 1999. 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.

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 were 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 September 1, 1998 and the period in which the Debtors can
         solicit acceptances for the plan of reorganization through October 30,
         1998. The Debtors have distributed a term sheet and drafts of their
         proposed plan of reorganization and disclosure statement to the
         professionals representing the Debtors' Creditor, Bank and Equity
         Committees. The Debtors are negotiating the terms and timing of their
         emergence from Chapter 11 with these Committees. At this time it is not
         expected that such a plan would provide for recovery by equity security
         holders.

         On September 18, 1997, the New York Stock Exchange suspended trading in
         the Company's Common Stock and on November 25, 1997, the Securities and
         Exchange Commission delisted the Company's Common Stock. Subsequent to
         September 18, 1997, the Company's Common Stock has been traded on the
         "OTC Bulletin Board."

         On March 25, 1998, the Bankruptcy Court approved the closing of 12
         under-performing stores (the "Under-Performing Stores"). The Company
         completed a liquidation sale at one of the locations and retained a
         liquidator who conducted store closing sales at the other locations.
         These sales were completed and the stores were closed by the end of May
         1998. The net proceeds of these sales were distributed to the Company
         for working capital purposes pursuant to agreement with BankBoston,
         N.A. ("BBNA") as agent under the New DIP Facility (as defined below).

         Under Chapter 11, 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 May 2, 1998, the Debtors had rejected
         the leases for 32 locations, assumed 17 real estate leases (two of
         which were for warehouses and the balance were for stores) and had
         reached agreement with landlords to terminate an additional seven
         leases without liability. Subsequent to assuming these leases, the
         Company announced its plans to close the Under-Performing Stores,
         including three locations for which leases had been assumed (the
         "Previously Assumed Stores"). The claims of the landlords of the
         Previously Assumed Stores are


                                       11
<PAGE>   12
     treated as administrative expenses under Chapter 11 subject to both the
     landlords' obligation to mitigate damages and limitations on damages
     agreed upon by the Company and each landlord. 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. 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 January 31, 1998.

     Prior to the closing of the New DIP Facility (as defined below), the
     Registrant had a Debtor-In-Possession Revolving Credit and Guaranty
     Agreement (the "Prior DIP Facility") with Chase, as agent. The Prior
     DIP Facility provided for a revolving credit and letter of credit
     facility in an aggregate principal amount not to exceed $450 million.

     On May 15, 1998, the Registrant obtained a new $450 million senior secured
     debtor-in-possession financing, pursuant to a revolving credit and guaranty
     agreement (the "New DIP Facility") with BBNA. In addition, the Registrant
     has received a commitment (the "Commitment") from BBNA to provide the
     Registrant with separate exit financing (the "Exit Facility," and together
     with the New DIP Facility, the "New Facilities"). The proceeds of the New
     DIP Facility were used to repay in full the Company's outstanding
     obligations under the Prior DIP Facility on May 15, 1998 and will be used
     for the working capital and general corporate purposes of the Company. The
     Exit Facility will be used to provide for the working capital and general
     corporate purposes of the reorganized Company beyond the effective date
     (the "Effective Date") of a plan of reorganization (the "Plan") as well as
     to repay in full the outstanding obligations under the New DIP Facility.

     The Commitment provides that the New DIP Facility will be replaced by
     the Exit Facility on the Effective Date provided that the Plan is not
     inconsistent with certain terms of the Commitment and is otherwise
     reasonably satisfactory to BBNA and that all conditions precedent to
     confirmation of the Plan have been met. Among other things, the Plan
     must provide for repayment in full of the New DIP Facility, the Company
     must have had a 12-month rolling earnings before interest, taxes,
     depreciation, amortization and reorganization items ("EBITDAR") on the
     closing date of the Exit Facility of not less than $60 million and the
     Company's borrowing availability under the Exit Facility on the closing
     date thereof must exceed certain specified minimum levels.

     The New DIP Facility will terminate on the earlier of (i) the Effective
     Date or (ii) 18 months after the closing date of the New DIP Facility.
     The Exit Facility will terminate on May 15, 2002.

     The Registrant's maximum borrowing under the New DIP Facility may not
     exceed the lesser of (a) the sum of (i) 72% (77% for fiscal months of March
     through December of each year provided that the Overadvance Amount shall
     not increase the borrowing base by more than $30 million) of the cost value
     of the Company's Eligible Inventory and, without duplication, Eligible FOB
     Inventory (minus a 20% reserve), Eligible Letter of Credit Inventory and
     Eligible In Transit Inventory, (ii) 80% of  the Company's Eligible Accounts
     Receivable and (iv) the lesser of (A) $45 million and (B) under certain
     circumstances, 70% of the agreed upon value of the Company's leasehold
     interests in real estate and (b) $450 million (the "New DIP Facility
     Borrowing Base"). The Registrant's maximum borrowing under the Exit
     Facility may not exceed the lesser of (a) the sum of (i) 75% (73% for the
     fiscal months of January and February of each year) of the cost value of
     the Company's Eligible Inventory and, without duplication, Eligible FOB
     Inventory (minus a 20% reserve), Eligible Letter of Credit Inventory and
     Eligible In Transit Inventory, (ii) 80% of the Company's Eligible Accounts
     Receivable minus applicable Reserves (as such terms are defined in the New
     DIP Facility) and (iii) the lesser of (A) $40 million and (B) under


                                      12
<PAGE>   13
         certain circumstances, 60% of the agreed upon value of the Company's
         leasehold interests in real estate and (b) $450 million (the "Exit
         Facility Borrowing Base").

         The New Facilities have a sublimit of $150 million for the issuance of
         letters of credit. The New Facilities also contain restrictive
         covenants, including, among other things, limitations of the creation
         of additional liens and indebtedness, capital expenditures, the sale of
         assets, and the maintenance of minimum EBITDAR, the maintenance of
         ratio of accounts payable to inventory levels, and a prohibition on the
         payment of dividends.

         Advances under the New Facilities will bear interest, at the
         Registrant's option, at BBNA's Alternate Base Rate per annum or the
         Eurodollar Applicable Margin (i.e., the fully reserved adjusted
         Eurodollar Rate plus 2.25% or 2.75% during any period that the Company
         is utilizing the Overadvance Rate) for periods of one, two and three
         months. The Eurodollar Applicable Margin is subject to reduction by up
         to 0.5% if the Company achieves certain specified EBITDAR levels.

         Under the New Facilities, the Registrant will pay an unused line fee of
         0.25% per annum on the unused portion thereof, a letter of credit fee
         equal to 1.5% per annum of average outstanding letters of credit and
         certain other fees. In connection with the receipt of the Commitment
         and the closing of the New DIP Facility, the Company paid fees to BBNA
         of approximately $5.6 million on May 15, 1998. The Company will also
         pay BBNA an annual agency fee of $150,000.

         Obligations of the Registrant under the New DIP Facility have been
         granted (i) superpriority administrative claim status pursuant to
         section 364 (c) (1) of the Bankruptcy Code, subject only to an
         exclusion for certain administrative and professional fees and (ii)
         secured perfected first priority security interests in liens upon all
         assets of the Company. Obligations of the Company under the Exit
         Facility will be granted secured perfected first priority security
         interests in and liens upon all assets of the Company.

3. RESTRICTED CASH

         As of May 2, 1998, the restricted cash balance included $16.9 million
         of proceeds from the liquidation sales of the Under-Performing Stores
         held in a segregated interest bearing account. These proceeds were
         distributed to the Company for working capital purposes pursuant to
         agreement with BBNA, as agent under the New DIP Facility. In addition,
         $1 million was being held in a segregated account, pursuant to
         stipulation, pending resolution of a motion filed in Bankruptcy Court
         by a vendor of the Company.


                                       13
<PAGE>   14
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>
                                                   May 2, 1998       January 31, 1998
                                                   -----------       ----------------
<S>                                                <C>               <C>     
Accounts payable                                    $224,404            $224,185
Term Loan                                            187,469             187,469
Real Estate Loan                                      37,145              37,145
Rejected leases and other
  miscellaneous claims                               167,936             167,936
Accrued expenses                                      75,300              75,288
Capital lease obligations                             20,835              21,789
Construction loan                                     11,511              11,511
Industrial revenue bonds
  and mortgage notes                                   3,716               3,716
                                                    --------            --------
    Total                                           $728,316            $729,039
                                                    ========            ========
</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.

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 13 weeks ended May
         2, 1998 and May 3, 1997:

<TABLE>
<CAPTION>
                                                       May 2, 1998      May 3, 1997
                                                       -----------      -----------
<S>                                                    <C>              <C>
Retention costs                                          $                $2,630
Professional fees                                         2,831            2,551
Other                                                       339            1,093
                                                         ------           ------
  Total provision for reorganization                     $3,170           $6,274
                                                         ======           ======
</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 1997, 1996 and 1995. Utilization of 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 1998 losses.


                                       14
<PAGE>   15
7. EARNINGS (LOSS) PER SHARE

         Basic and diluted loss per share amounts are determined in accordance
         with the provisions of Statement of Financial Accounting Standards
         ("SFAS") No. 128, "Earnings Per Share." The adoption of SFAS No. 128
         did not impact prior period earnings per share calculations. Stock
         options to purchase common stock outstanding as of May 2, 1998 and May
         3, 1997 were not included in the computation of diluted loss per share
         since they would have resulted in an antidilutive effect.

8. RECENT ACCOUNTING PRONOUNCEMENTS

         In February 1997, the Financial Accounting Standards Board (the "FASB")
         issued SFAS No. 130, "Reporting Comprehensive Income," which is
         effective for financial statements for periods beginning after December
         15, 1997. 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 has adopted this statement effective for First Quarter 1998.
         For First Quarter 1998 and First Quarter 1997, there were no
         differences between comprehensive income and net income.

         In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments
         of an Enterprise and Related Information," which is effective for the
         Company's fiscal year ending January 30, 1999 ("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.

         In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
         about Pensions and Other Postretirement Benefits," which is effective
         beginning with Fiscal Year 1998. SFAS No. 132 standardizes the
         disclosure requirements for pension and other postretirement benefits,
         but does not change the existing measurement or recognition provisions
         of previous standards. The Company is currently evaluating the effects
         of this change on its financial statement disclosures.


                                       15
<PAGE>   16
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.

RESULTS OF OPERATIONS

Results of operations expressed as a percentage of net sales were as follows for
the 13 weeks ended May 2, 1998 ("First Quarter 1998") and the 13 weeks ended May
3, 1997 ("First Quarter 1997"):

<TABLE>
<CAPTION>
                                             May 2, 1998                   May 3, 1997
                                             -----------                   -----------
(dollars in thousands)                     $             %              $             %
----------------------                  -------        -----         -------        -----
<S>                                     <C>            <C>           <C>            <C>  
Net sales                               529,573        100.0         525,635        100.0
Cost of merchandise sold                390,344         73.7         385,197         73.3
Gross margin                            139,229         26.3         140,438         26.7
Selling, general and
  administrative expenses               156,544         29.6         160,088         30.5
Interest expense, net                    10,479          2.0          10,391          2.0
Loss before reorganization items        (27,794)        (5.2)        (30,041)        (5.7)
Net loss                                (30,964)        (5.8)        (36,315)        (6.9)
</TABLE>

Total sales for First Quarter 1998 were $529.6 million compared to $525.6
million for First Quarter 1997, an increase of approximately $4 million, or
0.7%. This increase was primarily due to a 4.5% increase in comparable store
sales, partially offset by the closing of 16 stores since the First Quarter of
1997. Further, unseasonably cold weather in the Northeast negatively impacted
the Company's sales of seasonal merchandise in First Quarter 1997.

In 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.
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. In First Quarter 1998, the Price Cut Program was
extended to selected items in domestics and toys. The Company continues to
evaluate the extension of the Price Cut Program to other product


                                       16
<PAGE>   17
categories. The Company has seen increased sales in merchandise categories where
the Price Cut Program has been implemented.

Gross margin as a percentage of sales for First Quarter 1998 decreased by 0.4%
to 26.3% from 26.7% in First Quarter 1997. The decrease was primarily due to
lower overall initial markups due to the Price Cut Program, partially offset by
reduced promotional markdowns as compared to last year. The decrease was also
due to an increase in the reserve for inventory shortage.

Selling, general and administrative expenses ("SG&A") as a percentage of sales
decreased to 29.6% in First Quarter 1998 compared to 30.5% in First Quarter 1997
primarily due to store closings and continued initiatives to control and reduce
SG&A. The Company continues to evaluate its operating procedures and is pursuing
additional reductions in SG&A through increased operating efficiencies at both
the corporate and store level.

Interest expense, net, for First Quarter 1998 increased by $0.1 million
primarily due to an increase in average revolving credit borrowings and an
increase in the related weighted average interest rates as compared to First
Quarter 1997. Average revolving credit borrowings were $223.2 million at a
weighted average interest rate of 7.2% in First Quarter 1998 compared to $194.9
million at 6.6% for First Quarter 1997. The weighted average interest rate of
the Term Loan was 6.5% in First Quarter 1998 compared to 6.4% in First Quarter
1997. As a percentage of sales, interest expense, net, for First Quarter 1998
and First Quarter 1997 was 2.0%.

The Company did not record a tax benefit in First Quarter 1998 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.

Reorganization costs relating to the Chapter 11 proceedings, consisting
primarily of professional fees, were $3.2 million in First Quarter 1998 compared
to $6.3 million in First Quarter 1997.

FINANCIAL CONDITION

The Company's working capital as of May 2, 1998 decreased by $20.0 million from
January 31, 1998. Accounts payable increased by $32.2 million principally due to
seasonal increases in inventory of $79.8 million. Accrued expenses decreased by
$9.7 million primarily due to payments made against certain accruals established
at fiscal year-end 1997. Borrowings under the Prior DIP Facility increased $78.5
million primarily due to the seasonal increases in inventory not financed by
accounts payable, the net loss of $31.0 million for First Quarter 1998, the
decrease in accrued expenses, reorganization item payments of $3.4 million and
capital expenditures of $1.7 million.

Net cash used in operating activities for First Quarter 1998 was $45.2 million.
This use of cash for operating activities was primarily due to the Company's net
loss of $31.0 million, the $20.0 million decrease in working capital,
reorganization item payments of $3.4 million and capital expenditures of $1.7
million.

For First Quarter 1998, capital expenditures were $1.7 million compared to $2.4
million for First Quarter 1997. The Company's capital expenditures for fiscal
year 1998 are projected to be approximately $34 million to be used primarily for
management information systems (approximately $15 million), store remodeling
(approximately $10 million) and distribution center and store upgrades and
improvements (approximately $9 million).

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


                                       17
<PAGE>   18
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. The Company's program to address the Year
2000 issue (the "Year 2000 Program") is currently underway and the Company has
identified significant systems requiring modification or replacement to ensure
Year 2000 compliance. In addition, the Company is initiating communication with
its key external suppliers of goods and services in order to assess their
compliance efforts and the Company's exposure to them.

The Company currently estimates expenditures for the Year 2000 Program to be
approximately $7 million for modification and remediation of existing software,
being expensed as incurred. The costs of the Year 2000 Program are based on
management's current best estimates, including the continued availability of
resources and third party modification plans. However, there can be no assurance
that the Company's systems or the systems of other companies on which the
Company's operations rely will be timely converted or that the lack of such
timely conversion would not have an adverse effect on the Company's operations.

Previous to the closing of the New DIP Facility, the Registrant had the Prior
DIP Facility with Chase, as agent. The Prior DIP Facility provided for a
revolving credit and letter of credit facility in an aggregate principal amount
not to exceed $450 million. As of May 2, 1998, the outstanding borrowings under
the Prior DIP Facility were $266.2 million and open letters of credit were $52.1
million.

The Prior DIP Facility provided that advances made (i) under the Tranche A
Facility (as defined in the Prior DIP Facility) were at an interest rate of
0.75% per annum in excess of Chase's Alternative Base Rate ("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 (as defined in the Prior DIP Facility) were at an interest rate of
0.25% per annum in excess of ABR, or, at the Registrant's option, at a rate of
1.0% per annum in excess of LIBOR.

On May 15, 1998, the Registrant obtained the New DIP Facility which provides for
an aggregate principal amount not to exceed $450 million from BBNA. In addition,
the Registrant has received the Commitment from BBNA to provide the Company with
the Exit Facility. The proceeds of the New DIP Facility were used to repay in
full the Company's outstanding obligations under the Prior DIP Facility on May
15, 1998 and will be used for the working capital and general corporate purposes
of the Company. The Exit Facility will be used to provide for the working
capital and general corporate purposes of the reorganized Company beyond the
Effective Date as well as to repay in full the New DIP Facility.

The Commitment provides that the New DIP Facility will be replaced by the Exit
Facility on the Effective Date provided that the Plan is not inconsistent with
certain terms of the Commitment and is otherwise reasonably satisfactory to BBNA
and that all conditions precedent to confirmation of the Plan have been met.
Among other things, the Plan must provide for repayment in full of the New DIP
Facility, the Company must have had a 12-month rolling EBITDAR on the closing
date of the Exit Facility of not less than $60 million and the Company's
borrowing availability under the Exit Facility on the closing date thereof must
exceed certain specified minimum levels.

The New DIP Facility will terminate on the earlier of (i) the Effective Date or
(ii) 18 months after the closing date of the New DIP Facility. The Exit Facility
will terminate on May 15, 2002.

The Registrant's maximum borrowing under the New DIP Facility may not exceed the
lesser of (a) the sum of (i) 72% (77% for fiscal months of March through
December of each year provided that the Overadvance Amount shall not increase
the borrowing base by more than $30 million) of the cost value of the Company's
Eligible Inventory and, without duplication, Eligible FOB Inventory (minus a
20% reserve), Eligible Letter of Credit Inventory and Eligible In Transit 
Inventory, (ii) 80% of the Company's Eligible Accounts Receivable and (iv) the 
lesser of (A) $45 million and (B) under certain


                                       18
<PAGE>   19
circumstances, 70% of the agreed upon value of the Company's leasehold interests
in real estate and (b) $450 million (the "New DIP Facility Borrowing Base"). The
Registrant's maximum borrowing under the Exit Facility may not exceed the lesser
of (a) the sum of (i) 75% (73% for the fiscal months of January and February of
each year) of the cost value of the Company's Eligible Inventory and, without
duplication, Eligible FOB Inventory (minus a 20% reserve), Eligible Letter of
Credit Inventory and Eligible In Transit Inventory, (ii) 80% of the Company's
Eligible Accounts Receivable minus applicable Reserves (as such terms are
defined in the New DIP Facility) and (iii) the lesser of (A) $40 million and
(B) under certain circumstances, 60% of the agreed upon value of the Company's
leasehold interests in real estate and (b) $450 million (the "Exit Facility
Borrowing Base").                                                              

The New Facilities have a sublimit of $150 million for the issuance of letters
of credit. The New Facilities also contain restrictive covenants, including,
among other things, limitations of the creation of additional liens and
indebtedness, capital expenditures, the sale of assets, and the maintenance of
minimum EBITDAR, the maintenance of ratio of accounts payable to inventory
levels, and a prohibition on the payment of dividends.

Advances under the New Facilities will bear interest, at the Registrant's
option, at BBNA's Alternate Base Rate per annum or the Eurodollar Applicable
Margin (i.e., the fully reserved adjusted Eurodollar Rate plus 2.25% or 2.75%
during any period that the Company is utilizing the Overadvance Rate) for
periods of one, two and three months. The Eurodollar Applicable Margin is
subject to reduction by up to 0.5% if the Company achieves certain specified
EBITDAR levels.

Under the New Facilities, the Registrant will pay an unused line fee of 0.25%
per annum on the unused portion thereof, a letter of credit fee equal to 1.5%
per annum of average outstanding letters of credit and certain other fees. In
connection with the receipt of the Commitment and the closing of the New DIP
Facility, the Company paid fees to BBNA of approximately $5.6 million on May 15,
1998. The Company will also pay BBNA an annual agency fee of $150,000.

Obligations of the Company under the New DIP Facility have been granted (i)
superpriority administrative claim status pursuant to section 364 (c) (1) of the
Bankruptcy Code, subject only to an exclusion for certain administrative and
professional fees and (ii) secured perfected first priority security interests
in liens upon all assets of the Company. Obligations of the Company under the
Exit Facility will be granted secured perfected first priority security
interests in and liens upon all assets of the Company.

In connection with the New Facilities, the Bankruptcy Court ordered that for the
period from May 15, 1998 through the Effective Date, the Registrant's monthly
interest payments on the outstanding principal amounts of the term portion of
the pre-petition credit facility (the "Term Loan") and the real estate based
loan agreement with Chase (the "Real Estate Loan") be reduced to 4% with the
balance deferred and accrued. On the Effective Date, the Registrant is required
to pay the outstanding principal and deferred and accrued interest on the Term
Loan and the Real Estate Loan.

The Company believes that cash on hand, amounts available under the New DIP
Facility and funds from operations will enable the Company to meet its current
liquidity and capital expenditure requirements through emergence from Chapter
11. Until a plan of reorganization is approved, the Company's long-term
liquidity and the adequacy of its capital resources cannot be determined.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 1997, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income," which is


                                       19
<PAGE>   20
effective for financial statements for periods beginning after December 15,
1997. 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 has adopted this
statement effective for First Quarter 1998. For First Quarter 1998 and First
Quarter 1997, there were no differences between comprehensive income and net
income.

In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information," which is effective for the Company's fiscal
year ending January 30, 1999 ("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.

In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits," which is effective beginning with
Fiscal Year 1998. SFAS No. 132 standardizes the disclosure requirements for
pension and other postretirement benefits, but does not change the existing
measurement or recognition provisions of previous standards. The Company is
currently evaluating the effects of this change on its financial statement
disclosures.

FORWARD - LOOKING STATEMENTS

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 this Quarterly Report on Form 10-Q)
may contain statements which are not historical facts, so-called
"forward-looking statements," which involve risks and uncertainties. In
particular, statements in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" relating to the sufficiency of capital to
meet working capital and capital expenditure requirements 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. The Company assumes no obligation to update or revise any
such forward-looking statements, even if experience or future events or changes
make it clear that any projected financial or operating results implied by such
forward-looking statements will not be realized.

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, results of operations and liquidity of the Company. The
Company may be adversely affected as competitors open additional stores in the
Company's market areas. The Company has working capital needs which are expected
to be funded largely through borrowings under the New DIP Facility. The New
Facilities contain restrictive covenants, including, among other things,
limitations on the creation of additional liens and indebtedness, capital
expenditures, the sale of assets and the maintenance of minimum EBITDAR, the
maintenance of ratio of accounts payable to 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."


                                       20
<PAGE>   21
                           PART II - OTHER INFORMATION

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         a)       Exhibits
                  --------
                  Exhibit Number    Description
                  --------------    -----------
                  15                Letter in lieu of consent of Deloitte &
                                    Touche LLP re unaudited interim financial
                                    information.

                  27                Financial Data Schedule.

         b)       Reports on Form 8-K
                  -------------------
                  On May 28, 1998, the Registrant filed a current report on Form
                  8-K, for an event which occurred on May 15, 1998. The filing
                  reported on Item 2 and no financial statements were included
                  in such filing.


                                       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:     June 12, 1998           By:     /s/ Warren D. Feldberg
     ----------------------          ---------------------------
                                          Warren D. Feldberg
                                          Chairman, Chief Executive Officer and
                                          Director

Date:     June 12, 1998           By:      /s/ John G. Reen
     ----------------------          ----------------------
                                          John G. Reen
                                          Executive Vice President,
                                          Chief Financial Officer and Director


                                       22
<PAGE>   23
                                  EXHIBIT INDEX
                                  -------------

EXHIBIT NUMBER    DESCRIPTION
--------------    -----------
15                Letter in lieu of consent of Deloitte & Touche LLP re
                  unaudited interim financial information.

27                Financial Data Schedule.


                                       23