UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended January 31, 1998

                                 Commission File
                                 Number 0-28410

                                LOEHMANN'S, INC.
--------------------------------------------------------------------------------
            (Exact name of registration as specified in its charter)


           Delaware                                             22-2341356
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(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)


   2500 Halsey Street, Bronx, New York                                10461
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     (Address of principal offices)                                 (Zip Code)


Registrant's telephone number, including Area Code:   (718) 409-2000

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock

     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, and (2) has been subject to such filing
requirements for the past 90 days.

              Yes [X]      No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     The aggregate market value of voting stock held by nonaffiliates of
registrant as of April 28, 1998 was $34,245,074.

     The Company had 8,976,932 shares of Common Stock and 48,431 shares of Class
B Common Stock outstanding as of April 28, 1998.

     Documents incorporated by reference: The information required by Part II,
Items 5, 6, 7, 8 and 9, is incorporated by reference to the Company's Annual
Report to Stockholders; the information required by Part III, Items 10, 11, 12
and 13, is incorporated by reference to the Company's proxy statement which will
be filed with the Commission not more than 120 days after the end of the
Company's 1997 fiscal year.

<PAGE>

PART I.

ITEM 1. BUSINESS

     Loehmann's, Inc., a Delaware corporation ("Loehmann's" or the "Company"),
founded in 1921 as the "Original Designer Outlet," is a leading national
specialty retailer of well known designer and brand name women's fashion
apparel, men's furnishings, accessories, and shoes offered at prices that are
typically 30% to 65% below department store prices. The Company believes it has
developed a unique franchise as the largest national upscale off-price specialty
retailer in the industry. The Company's strong brand name, loyal customer base
and long-standing relationships with leading designers and vendors of quality
merchandise has enabled it to maintain its franchise. The Company's target
customers are relatively affluent women between the ages of 30 and 55 who are
attracted to designer and other high quality merchandise offered at exceptional
values. As of April 28, 1998 the Company operated 69 stores in major
metropolitan markets located in 22 states.

INDUSTRY OVERVIEW

     According to published reports, total retail sales of women's apparel and
accessories in the United States were in excess of $89.0 billion in 1997. The
womenswear industry is served by a variety of distribution channels including
department stores, specialty stores and off-price retailers.

     The women's apparel industry is categorized into five product
classifications: designer, bridge, better, moderate and budget. Designer
merchandise is the most expensive product classification and is characterized by
high fashion styling. Designer brands include Donna Karan, Calvin Klein, Ralph
Lauren and Anne Klein. Bridge products are typically brand name merchandise
which may carry designer labels but are less expensive than the designer
classification and allow customers to purchase designer-like merchandise at
below designer prices. Bridge brands include DKNY, Anne Klein II, Adrienne
Vittadini, CK/Calvin Klein, Emanuel Ungaro and Tahari. Apparel in the better
classification carries brand name labels but is less expensive than bridge
apparel. Better brands include Jones New York, Harve Benard and Kenar.
Merchandise in the moderate classification is also generally brand name but is a
less expensive product category. Moderate brands include Oleg Cassini and Leslie
Fay. Budget merchandise is the least expensive product classification.

     Designer and bridge merchandise is generally sold in finer department
stores such as Bloomingdale's, Lord & Taylor, Nordstrom and Saks Fifth Avenue.
Because manufacturers of designer and bridge merchandise are very concerned
about maintaining the upscale image of their trademarks, they are typically very
selective about which retailers carry their products. As a result, the Company
believes that most other off-price retailers have limited access to designer and
bridge merchandise.

BUSINESS STRATEGY

     The Company's strategy is to deliver value to its customers by offering at
substantial discounts a wide selection of high quality in-season merchandise,
including designer and bridge apparel, accessories and shoes. The Company
believes that it differentiates itself from finer department stores by offering
similar merchandise at significantly lower prices and from other

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<PAGE>

off-price apparel retailers by offering a broad range of designer and bridge
merchandise. The principal elements of the Company's business strategy are as
follows:

     EMPHASIS ON IN-SEASON DESIGNER AND HIGH QUALITY MERCHANDISE

     The Company offers a wide selection of in-season apparel, accessories and
shoes, approximately one-third of which is designer and bridge merchandise. The
Company, like finer department stores, is known for carrying designer and bridge
labels, including Donna Karan, Calvin Klein, Ralph Lauren, Adrienne Vittadini,
Tahari, Dana Buchman, Andrea Jovine and Emanuel Ungaro.

     VALUE PRICING

     The Company provides its customers with exceptional value by offering its
merchandise at prices that are typically 30% to 65% below prices charged by
department stores for the same items and that are comparable to or lower than
prices charged by other off-price retailers.

     CAPITALIZE ON LONG-STANDING VENDOR RELATIONSHIPS

     Loehmann's believes that it is uniquely positioned among off-price
retailers as a principal choice for well known designers who believe that their
prestige will be preserved by having their merchandise offered by Loehmann's
because of its high quality image and affluent customer base. Loehmann's
long-standing vendor relationships and its ability to sell large quantities of
goods have provided the Company with ready access to a wide selection of
merchandise, often on a preferential basis.

     BROADEN MERCHANDISE CATEGORIES

     The Company continually seeks to broaden its appeal and has over the past
several years expanded its merchandise mix to include gifts, shoes and a broader
range of accessories and intimate apparel. These items, which typically generate
higher gross margins than the Company's traditional apparel categories,
accounted for approximately 20% of the Company's net sales in fiscal 1997, an
increase from 13% in fiscal 1993. In addition, the Company has introduced men's
wear at 19 of its locations with plans to expand to 50 locations in 1998.

     FLEXIBLE PURCHASING STRATEGY

     The Company relies on a flexible purchasing strategy under which it enters
any given month with a substantial portion of its purchasing requirements
unfulfilled. This strategy enables the Company to react to sales trends, fashion
trends and changing customer preferences while enhancing the Company's ability
to negotiate with its vendors and take advantage of market inefficiencies and
opportunities as they may arise.

     EFFICIENT INVENTORY MANAGEMENT

     The Company ships new high quality merchandise to its stores on a daily
basis. The Company believes it is able to constantly replenish its stores
because of its allocation and distribution system, which enables the Company to
distribute merchandise to its stores typically within 48 to 72 hours after
delivery to its distribution center. In addition, the Company utilizes

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a cyclical markdown strategy which automatically reduces prices as goods age. As
a result of this inventory management, the Company is able to enhance its gross
margin, maintain a comparatively low investment in inventory, increase its
inventory turn and react more effectively to changing fashion trends and
customer preferences.

     LOW-COST STRUCTURE

     In order to provide its customers with exceptional value while maximizing
profitability and cash flow, the Company is focused on maintaining an efficient,
low-cost operating structure. Key elements of this focus include the Company's
no-frills store format, lean corporate overhead and disciplined real estate
strategy.

     EXPANSION STRATEGY

     In fiscal 1997 the Company continued its store expansion program, opening
new stores in existing suburban markets where the Loehmann's franchise is well
established and in other locations which have appealing demographics. The
Company opened seven stores in fiscal 1997, in addition to the seven stores
opened in fiscal 1996. The Company plans to open three stores in fiscal 1998,
two of these stores have already been opened in Long Beach, California, and
Cincinnati, Ohio. The Company closed four stores in fiscal 1997 and converted
one store into a clearance center. As part of the Company's ongoing strategy to
focus on larger, more profitable stores, and to continue to reposition its
merchandise offerings, the Company closed nine stores in March 1998, and expects
to close one additional store during the year.

     The Company has retained the services of a retail consulting firm that has
conducted an extensive analysis of the relevant demographics to advise the
Company with respect to its expansion strategy. All decisions as to store
openings are decided on a case by case basis by the Company's Board of Directors
based on the recommendations of management.

MERCHANDISING

     SELECTION

     The Company offers a wide selection of women's sportswear, dresses, suits,
outerwear, coats, accessories, intimate apparel and shoes, as well as a
selection of gifts, infantwear, kid's wear and men's furnishings. The Company
does not offer budget merchandise in its stores. Most of the Company's
merchandise is in-season and is therefore generally available at Loehmann's
during the same selling season as it is available in department stores. The
following is a list of many of the key brands offered at the Company's stores:

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     Adrienne Vittadini           Dana Buchman                 Kenar
     Andrea Jovine                DKNY                         Oleg Cassini
     A Line by Anne Klein         Donna Karan                  Ralph Lauren
     Anne Klein II                Emmanuel Ungaro              Tahari
     Calvin Klein                 Harve Benard
     CK/Calvin Klein              Jones NY

     The Company continually seeks to broaden its appeal and has over the past
several years expanded its merchandise mix to include shoes and a broader range
of accessories and intimate apparel. These items, which typically generate
higher gross margins than the Company's traditional apparel categories,
accounted for over 20% of the Company's net sales in fiscal 1997, an increase
from 13% in fiscal 1993. The following table shows the percentages of the
Company's net sales attributable to its various product categories for fiscal
1993 through fiscal 1997:

<TABLE>
<CAPTION>

                                         1993        1994         1995        1996         1997
                                         ----        ----         ----        ----         ----
<S>                                     <C>         <C>          <C>          <C>         <C>  
Sportswear .........................     49.6%       48.8%        47.6%        48.1%       47.8%
Dresses and suits ..................     28.6        26.5         26.0         24.6        22.9
Coats and outerwear ................      5.9         5.2          5.1          5.0         4.7
Accessories/intimate apparel .......     11.3        13.0         14.5         14.6        13.6
Shoes ..............................      2.1         3.4          5.5          5.8         6.5
Men's ..............................       --          --           --           --         2.5
Other ..............................      2.5         3.1          1.3          1.9         2.0
Total ..............................    100.0%      100.0%       100.0%       100.0%      100.0%
</TABLE>

     All Loehmann's stores carry items from each of its merchandise categories.
However, the allocation of merchandise among the stores varies based upon
factors relating to the demographics and geographic location of each store as
well as the size of the store and its ability to adequately display the
merchandise. In a continuing effort to broaden its appeal, both infantwear and
women's large sizes and petite apparel were offered in approximately 40 of the
Company's stores during fiscal 1997 and men's furnishings was introduced in 19
locations.

     PRICING

     The Company seeks to provide its customers with exceptional value by
offering its merchandise at prices that are typically 30% to 65% below prices
charged by department stores for the same items and that are comparable to or
lower than prices charged by other off-price retailers. The Company's central
buying staff adheres to a disciplined approach to acquiring merchandise that
enables the Company to consistently offer its merchandise at favorable prices.
The Company's buyers will only acquire merchandise at prices which permit the
Company to offer its merchandise for sale initially at a significant discount to
the first marked down price that a department store would charge for the same
item. Each item of merchandise offered by the Company carries a price tag
displaying the Company's price as well as the typical department store's initial
price for the same item.

     The Company uses a cyclical markdown policy to reduce prices automatically
as goods age. The purpose of this policy is to improve inventory turnover and
minimize the amount of unsold

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merchandise at the end of the season, while reinforcing the customer's
perception of value and enabling the Company to provide the stores with fresh
merchandise on a regular basis. In addition, the Company closely monitors prices
charged by competitors in each of its markets and adjusts its prices to preserve
its pricing advantage.

VENDOR RELATIONSHIPS AND PURCHASING

     The Company believes it is well positioned among off-price retailers as a
principal choice for well known designers who believe that their prestige will
be preserved by having their merchandise offered by Loehmann's because of its
high quality image and affluent customer base. Many of the Company's most active
suppliers have been selling merchandise to the Company for at least 10 years.
Because of these long-standing vendor relationships and its ability to sell
large quantities of goods, the Company has ready access to a wide selection of
merchandise, often on a preferential basis.

     The Company does not engage in significant forward purchasing and a large
portion of its purchasing requirements in any given month intentionally remains
unfulfilled at the beginning of the month. This strategy enables the Company to
react to fashion trends and changing customer preferences while enhancing the
Company's ability to negotiate with its vendors and take advantage of market
inefficiencies and opportunities as they may arise.

     The Company purchases a majority of its inventory during the manufacturer's
selling season enabling the Company to offer merchandise during the same selling
season as it is available in department stores. The Company also purchases a
portion of its inventory at the end of the season, when the Company is prepared
to purchase a manufacturer's remaining items at an even steeper discount.
Vendors who sell to the Company do not need to build into their price structure
any anticipation of returns, markdown allowances or advertising allowances, all
of which are typical in the department store industry. In addition, the Company
pays for goods within an average of approximately 25 to 30 days and often picks
up the merchandise directly from the vendors.

     The Company purchases its inventory from over 400 suppliers, which in many
cases include separate divisions of a single manufacturer or designer. These
suppliers include a substantial majority of the designer and brand name apparel
manufacturers in the United States. Some purchases are also made in the European
market, primarily Italy. The Company does not have any long-term supply
contracts with its suppliers.

     The Company maintains its own central buying staff, comprised of 17
experienced off-priced buyers, many of who also have extensive experience with
traditional department stores. Historically, the Company has had very low
turnover within its buying group, enabling Loehmann's to capitalize on an
experienced, respected group of buyers capable of enhancing the Company's
already strong vendor relationships.

STORE LAYOUT

     Loehmann's store format and merchandise presentation are designed to
project the image of deep discount and exceptional value, as well as to
emphasize Loehmann's niche as the off-price equivalent of an upscale specialty
store. Loehmann's stores are divided into two shopping areas: a large, open
selling area with wall-to-wall merchandise and a smaller, separate, and more

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intimate area called "The Back Room." The Company presents moderate and better
sportswear, dresses and suits, as well as all outerwear, men's apparel,
accessories, intimate apparel and shoes on the main selling floor. Designer and
bridge merchandise, including gowns, dresses, suits and sportswear, are
displayed in The Back Room.

     The Back Room provides a key point of differentiation to the consumer, as
it projects the image of designer goods sold in a no-frills environment and,
therefore, at exceptional values. Although the Company estimates that The Back
Room generally accounts for only approximately 10% to 15% of a typical
Loehmann's store's selling space, The Back Room has generated approximately
one-third of the Company's net sales over the last several years.

     All stores are low maintenance, simple, and functional facilities designed
to maximize selling space and contain overhead costs. Store layouts are flexible
in that product groupings can be easily moved or expanded. All stores have two
or more communal fitting rooms. However, in response to customer preferences,
private fitting rooms have been added in most stores. Because the Company is
committed to maintaining virtually all of its in-store inventory on the selling
floor, its stores do not require significant space devoted to inventory storage.

DISTRIBUTION

     The Company operates a 126,000 square foot centralized distribution center
located at the Company's headquarters and a 32,000 square foot satellite
warehouse for processing shoes located near the main distribution center. In
addition, the Company leases a 150,000 square foot facility in Secaucus, New
Jersey. As merchandise arrives at the distribution center, it is priced,
ticketed, assigned to individual stores by the Company's merchandising systems,
packaged for delivery and transported to the stores. The time from receipt of
goods at the distribution center to placement of merchandise in the stores
typically ranges from 48 to 72 hours.

ADVERTISING AND PROMOTION

     Over the years, Loehmann's has built its reputation through "word-of-mouth"
advertising. In the last three fiscal years, the Company has significantly
increased its advertising expenditures. The Company advertises predominantly
through direct mail and to a lesser extent through newspaper advertising.

     A significant portion of the Company's advertising efforts involve direct
mail announcements to members of "The Insider Club," a free membership program.
Members receive notification of special events throughout the year and a 15%
discount on their birthdays. The list of members now includes approximately 1.6
million active customers. In addition, the Company entered into an agreement
with First USA Bank and launched a co-branded Platinum Visa Card in November
1997.

STORE OPERATIONS

     The Company operates its stores to enhance the customer's shopping
experience by creating a friendly shopping environment within a self-service
operation. The Company's stores are organized into eight separate geographic
districts each with a regional manager. Regional managers monitor the financial
performance of the stores in their respective geographic districts and
frequently visit stores to ensure adherence to the Company's merchandising,
operations and

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personnel standards. The typical staff for a Loehmann's store consists of a
store manager, and a number of associate store and department managers, sales
specialists and additional full and part-time hourly associates depending upon
the store's needs.

     Senior management meets with the regional managers on a periodic basis to
maintain a clear line of communication. In addition, "mystery shoppers" shop the
stores to help ensure that sales associates are friendly and helpful and
maintain all of the Company's merchandising, customer service and loss
prevention standards.

     Store management personnel currently complete a training program at a
designated training store before assuming management responsibility. Sales
specialists receive product and customer service training at the store level.

     All store and regional managers participate in a bonus plan that ties
compensation awards to the achievement of specified store profit goals and
overall Company profits and also are eligible in the Company's stock option
plan.

MANAGEMENT INFORMATION SYSTEMS

     Each Loehmann's store is linked to the Company's headquarters through a
point-of-sale system that interfaces with an IBM RS6000 computer equipped with
integrated merchandising, distribution and accounting software packages. The
Company's point-of-sale computer system has features that include merchandise
scanning, the capture of customer sales information and on-line credit card
approval. These features improve transaction accuracy, speed and checkout time
as well as increase overall store efficiency.

     The Company's management information and control systems enable the
Company's corporate headquarters to promptly identify sales trends, identify
merchandise to be marked down and monitor merchandise mix and inventory levels
at individual stores. The Company believes that the current management
information and control systems are capable of supporting the Company's planned
expansion for the foreseeable future.

     The Company has outside service contracts to maintain its computer software
programs and expects that all modifications and conversions will be completed on
a timely basis. The total dollar amount that the Company estimates will be spent
to address the year 2000 issue is not expected to have a material financial
impact.

EMPLOYEES

     At January 31, 1998, the Company had 2,827 employees, of whom 1,900 were
store sales and clerical employees, 202 performed store managerial functions,
and 725 were corporate and warehouse personnel. Except for managerial employees,
professional support staff and the Company's buyers, all employees are paid on
an hourly basis. None of the Company's employees are represented by a labor
union. The Company believes that its employee relations are good.

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<PAGE>

TRADEMARK AND SERVICE MARK

     "Loehmann's" has been registered as a trademark and a service mark with the
United States Patent and Trademark Office. The registration of the trademark and
the service mark may be renewed to extend the original 20-year registration
period indefinitely, provided the marks are still in use. The Company intends to
continue to use its trademark and service mark and to maintain their
registrations. The Company believes its trademark and service mark have received
broad recognition and their continued existence is important to the Company's
business.

COMPETITION

     All aspects of the off-price fashion apparel business are highly
competitive, and the Company expects competitive pressures to increase in the
future as more factory outlet centers open and department stores continue price
discounting. The Company believes that the principal elements of competition are
the price, quality, selection and presentation of merchandise, store location
and customer service. Management believes that the Company is well positioned to
compete on the basis of each of these factors. The competitive environment may
also be affected by factors beyond a particular retailer's control, such as
shifts in consumer preferences, change in population demographics and traffic
patterns, and fluctuating economic conditions.

     The Company competes primarily with finer department stores. The Company
believes it competes successfully with such department stores by offering a wide
selection of comparable quality merchandise at significantly lower prices. Many
department stores have increased their promotional efforts, although such
promotions are typically focused on moderate merchandise. Should finer
department stores continue to price more aggressively, the Company's margins may
be adversely affected. Most of the department stores and some of the off-price
and discount retailers with which the Company competes have access to
substantially greater financial and marketing resources than those available to
the Company.

     The Company also faces competition from factory outlet malls and a variety
of off-price and discount retailers, some of which are relatively new companies,
but many of which are established retail chains or divisions thereof. Such
competitors include Burlington Coat Factory, Filene's Basement, Marshall's, Saks
Off 5th, Syms, and T.J. Maxx. The Company believes it competes successfully with
other off-price and discount retailers by reason of the quality, selection and
price of the designer and other better quality merchandise available in the
Company's stores.

     In recent years, some designer and other better quality women's apparel has
been offered through mail order catalogs. While not significant at the present
time, the Company cannot predict the impact of this and other in-home shopping
competition.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements under the captions "Business," "Management's Discussions
and Analysis of Financial Condition and Results of Operations" and elsewhere in
this Form 10-K or incorporated by reference herein, constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"). Such forward-looking statements involve known and
unknown risks, uncertainties, and other factors which may cause

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the actual results, performance or achievements of the Company to be materially
different from any future results, performance, or achievements expressed or
implied by such forward-looking statements. Such factors include, among others,
the following: general economic and business conditions; competition; success of
operating initiatives; development and operating costs; advertising and
promotional efforts; brand awareness; the existence or adherence to development
schedules; the existence or absence of adverse publicity; availability,
locations and terms of sites for store development; changes in business strategy
or development plans; quality of management; availability, terms and deployment
of capital; business abilities and judgment of personnel; availability of
qualified personnel; labor and employee benefit costs; changes in, or the
failure to comply with, government regulations; construction costs and other
factors referenced in this report.

ITEM 2. PROPERTIES

     As of April 28, 1998, the Company operated 69 stores in 22 states including
seven stores opened in fiscal 1997 and two stores opened in fiscal 1998. The
Company does not own any of its stores and has no manufacturing facilities.

     Indicated below is a listing of the regions in which the Company operates
its stores:

                                                     Percent of
                                 Number of           Fiscal Year
REGION                             Stores           1997 Sales (1)
------                             ------           --------------
California .............             17                 26.1%
New York  ..............              9                 23.4
Other Mid-Atlantic .....              7                  9.1
New Jersey .............              6                  9.0
Florida ................              5                  8.5
Midwest ................              7                  5.6
New England ............              5                  5.4
Texas ..................              4                  4.7
Other Southeast ........              5                  4.3
Other West .............              4                  3.9
                                   ------              ------
                                     69                100.0%
                                   ======              ======

--------

     (1) These percentages exclude sales from the Company's 4 stores closed in
         fiscal 1997, and the Company's two stores opened and nine stores closed
         in fiscal 1998.

LEASES

     The leases for the Company's stores typically provide for a 15 to 20-year
term with three five-year renewals that are automatic unless the Company elects
to terminate the lease. The rental rate is a fixed amount rather than a
contingent payment based on a store's gross sales. The leases typically contain
tax escalation clauses and require the Company to pay insurance, utilities,
repair and maintenance expenses. Increases in the fixed rent payable during the
renewal terms are generally less than 10% to 15% of the base rent (although this
percentage may increase for new stores). The leases have initial or renewal
terms expiring as follows: 1998-1999 (13 stores); 2000-2002 (26 stores);
2003-2005 (9 stores); and 2006 and later (33 stores).

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     Two of three leases that expire by year-end fiscal 1998 have renewal
options. The Company has generally been successful in renewing its store leases
as they expire.

     The Company leases the land for a 153,000 square foot facility located in
an industrial park in the Bronx, New York, which serves as its corporate
headquarters and as the site of its central warehousing and distribution
operations. This facility contains 27,000 square feet of office space and
126,000 square feet of warehouse space. The ground lease with respect to the
land on which the facility is situated provides for aggregate annual base rental
payments of $37,500. The lease expires in 2010, but is renewable at certain
increased rates until 2050. The facility is subject to two mortgages which
relate to New York City Industrial Development Agency Revenue Bonds. In
addition, the Company leases a 32,000 square foot warehouse in the Bronx, New
York, which serves as additional warehouse space. The lease expires on December
31, 1998 and provides for annual rental payments of $198,000. The Company also
leases a 150,000 square foot warehouse in Secaucus, New Jersey, which serves as
additional warehouse space. The lease expires on January 31, 1999, and provides
for annual rental payments of $675,000.

ITEM 3. LEGAL PROCEEDINGS

     Management is not aware of any litigation or regulatory proceedings against
the Company which would materially impact its business or financial position.


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

     None, during the fourth quarter of fiscal 1997.

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PART II.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company incorporates by reference herein the section entitled "Market
Prices of Common Stock" in the Company's Annual Report to Stockholders for
fiscal 1997 filed as an exhibit to this Form 10-K, which complies with the
information called for by Item 5 of the Form 10-K.


ITEM 6. SELECTED FINANCIAL DATA

     The Company incorporates by reference herein the sections entitled
"Financial Highlights" and "Selected Financial Data" in the Company's Annual
Report to Stockholders for fiscal 1997 filed as an exhibit to this Form 10-K,
which complies with the information called for by Item 6 of the Form 10-K.


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

     The Company incorporates by reference herein the section entitled
"Management Discussion and Analysis" in the Company's Annual Report to
Stockholders for fiscal 1997 filed as an exhibit to this Form 10-K, which
complies with the information called for by Item 7 of the Form 10-K.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
         RISK

     Not applicable.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Company incorporates by reference herein the information contained in
the Consolidated Financial Statements in the Company's Annual Report to
Stockholders for fiscal 1997 filed as an exhibit to this Form 10-K, which
complies with the information called for by Item 7 of the Form 10-K.


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE

     None.

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PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The Company incorporates by reference herein the sections entitled
"Election of Directors" and "Management" in the Company's proxy statement which
complies with the information called for by Item 10 of the Form 10-K. The proxy
statement will be filed with the Commission at a later date, that is not more
than 120 days after the end of the Company's 1997 fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

     The Company incorporates by reference herein the section entitled
"Management" in the Company's proxy statement which complies with the
information called for by Item 11 of the Form 10-K. The proxy statement will be
filed with the Commission at a later date, that is not more than 120 days after
the end of the Company's 1997 fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The Company incorporates by reference herein the section entitled "Security
Ownership of Certain Beneficial Owners and Management" in the Company's proxy
statement which complies with the information called for by Item 12 of the Form
10-K. The proxy statement will be filed with the Commission at a later date,
that is not more than 120 days after the end of the Company's 1997 fiscal year.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company incorporates by reference herein the sections entitled "Certain
Transactions" and "Management" in the Company's proxy statement which complies
with the information called for by Item 13 of the Form 10-K. The proxy statement
will be filed with the Commission at a later date, that is not more than 120
days after the end of the Company's 1997 fiscal year.

                                       13

<PAGE>

PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)  Documents filed as part of the report.

     (1) List of Financial Statements

         Report of Independent Auditors
         Consolidated Balance Sheets
         Consolidated Statements of Operations
         Consolidated Statements of Changes in Stockholders' Equity
         Consolidated Statements of Cash Flows
         Notes to Consolidated Financial Statements

     (2) List of Financial Statement Schedules

         Schedules are omitted because they are either not applicable or the
         required information is shown in the financial statements or notes
         thereto.

     (3) List of Exhibits

         3.1      Amended and Restated Certificate of Incorporation of
                  Loehmann's, Inc., filed as Exhibit 3.1 to Loehmann's, Inc.'s
                  Registration Statement on Form S-1 (Registration No. 33-97100)
                  and incorporated hereby by reference.

         3.2      By-Laws of Loehmann's, Inc., filed as Exhibit 3.2 to
                  Loehmann's, Inc.'s Registration Statement on Form S-1
                  (Registration No. 33-97100) and incorporated herein by
                  reference.

         4.1      11 7/8% Senior Note Indenture, dated as of May 10, 1996,
                  between Loehmann's, Inc. and United States Trust Company of
                  New York, as Trustee, filed as Exhibit 4.1 to Loehmann's,
                  Inc.'s Quarterly Report on Form 10-Q for the quarterly period
                  ended May 4, 1996 (Comm. File No. 0- 28410), and incorporated
                  herein by reference.

         4.2      Second Amended and Restated Credit Agreement, dated as of May
                  6, 1996, between Loehmann's, Inc., BankAmerica Business
                  Credit, Inc., as Agent, and certain Banks party thereto, filed
                  as Exhibit 4.2 to Loehmann's, Inc.'s Registration Statement on
                  Form S-1 (Registration No. 333-12881) and incorporated herein
                  by reference.

         4.3      A letter from Loehmann's, Inc. to the Securities and Exchange
                  Commission agreeing to furnish copies of certain debt
                  instruments.*

         4.4      First Amendment to Credit Agreement, dated as of July 23,
                  1997, between Loehmann's, Inc., and BankAmerica Business
                  Credit, Inc., as Agent and sole lender, filed as Exhibit 4.1
                  to Loehmann's, Inc. Quarterly Report on Form 10-Q for the
                  quarterly period ended August 2, 1997 (Comm. File No.
                  0-28410), and incorporated herein by reference.

                                       14

<PAGE>

         4.5      Second Amendment to Credit Agreement, dated as of August 15,
                  1997, between Loehmann's, Inc., and BankAmerica Business
                  Credit, Inc., as Agent and sole lender, filed as Exhibit 4.2
                  to Loehmann's, Inc. Quarterly Report on Form 10-Q for the
                  quarterly period ended August 2, 1997 (Comm. File No.
                  0-28410), and incorporated herein by reference.

         4.6      Third Amendment to Credit Agreement, dated as of December 30,
                  1997, between Loehmann's, Inc., and BankAmerica Business
                  Credit, Inc., as Agent and sole lender.*

         10.1     Lease Agreement between the New York City Industrial
                  Development Agency and Loehmann's, Inc. dated as of December
                  1, 1983, filed as Exhibit 10.3 to Loehmann's Holdings, Inc.'s
                  Registration Statement on Form S-1 (Registration No. 33-25718)
                  and incorporated herein by reference.

         10.2     Amended and Restated Agreement among Loehmann's Holdings,
                  Inc., Loehmann's, Inc. and Philip Kaplan dated as of September
                  19, 1988 and Memorandum dated March 1, 1993 amending such
                  Agreement, filed as Exhibit to Loehmann's Holdings, Inc.'s
                  Registration Statement on Form S-4 (Registration No. 33-71922)
                  and incorporated herein by reference.

         10.3     Amendment No. 1 to Employment Agreement among Loehmann's
                  Holdings, Inc., Loehmann's, Inc. and Philip Kaplan dated as of
                  November 1, 1995, filed as Exhibit 10.9 to Loehmann's
                  Holdings, Inc.'s Registration Statement on Form S-1
                  (Registration No. 33-97100) and incorporated herein by
                  reference.

         10.4     Amendment No. 2 to Employment Agreement among Loehmann's
                  Holdings, Inc., Loehmann's, Inc. and Philip Kaplan dated as of
                  April 5, 1996, filed as Exhibit 10.10 to Loehmann's Holdings,
                  Inc.'s Registration Statement on Form S-1 (Registration No.
                  33-97100) and incorporated herein by reference.

         10.5     Agreement among Loehmann's Holdings, Inc., Loehmann's, Inc.
                  and Robert N. Friedman dated as of November 1, 1995, filed as
                  Exhibit 10.11 to Loehmann's Holdings, Inc.'s Registration
                  Statement on Form S-1 (Registration No. 33-97100) and
                  incorporated herein by reference.

         10.6     Amendment No. 1 to Employment Agreement among Loehmann's
                  Holdings, Inc., Loehmann's, Inc. and Robert N. Friedman dated
                  as of April 5, 1996, filed as Exhibit 10.12 to Loehmann's
                  Holdings, Inc.'s Registration Statement on Form S-1
                  (Registration No. 33-97100) and incorporated herein by
                  reference.

         10.7     Compensation/Consultation Agreement between Loehmann's
                  Holdings, Inc. and Norman Matthews, filed as Exhibit 10.8 to
                  Loehmann's Holdings, Inc.'s Registration Statement on Form S-1
                  (Registration No. 33-25718) and incorporated herein by
                  reference.

         10.8     Loehmann's, Inc. Amended and Restated Deferred Profit Sharing
                  Plan, effective January 31, 1993, filed as Exhibit 10.15 to
                  Loehmann's Holdings, Inc.'s Registration Statement on Form S-1
                  (Registration No. 33-97100) and incorporated herein by
                  reference.

                                       15

<PAGE>

         10.9     Loehmann's Holdings, Inc. 1988 Stock Option Plan, filed as
                  Exhibit 10.10 to Loehmann's Holdings, Inc.'s Registration
                  Statement on Form S-1 (Registration No. 33-25718) and
                  incorporated herein by reference.

         10.10    Non-Qualified Stock Option Agreement dated September 30, 1988
                  between Loehmann's Holdings, Inc. and Philip Kaplan, filed as
                  Exhibit 10.11 to Loehmann's Holdings, Inc.'s Registration
                  Statement on Form S-1 (Registration No. 33-25718) and
                  incorporated herein by reference.

         10.11    Loehmann's, Inc. New Stock Incentive Plan, filed as Exhibit
                  10.18 to Loehmann's, Inc.'s Registration Statement on Form S-1
                  (Registration No. 33- 97100) and incorporated herein by
                  reference.

         10.12    Executive Incentive Compensation Plan, filed as Exhibit 10.13
                  to Loehmann's Holdings, Inc.'s Registration Statement on Form
                  S-1 (Registration No. 33-25718) and incorporated herein by
                  reference.

         10.13    Non-Qualified Stock Option Agreement dated as of December 10,
                  1993 between Loehmann's Holdings, Inc. and Norman S. Matthews,
                  filed as Exhibit 10.15 to Loehmann's Holdings, Inc.'s
                  Registration Statement on Form S-4 (Registration No. 33-71922)
                  and incorporated herein by reference.

         10.14    Employment Agreement between Loehmann's, Inc. and Robert
                  Glass, dated as of February 27, 1998.*

         10.15    Consulting Agreement between Loehmann's, Inc. and Philip
                  Kaplan, dated as of April 3, 1998.*

         13       Such portions of the Annual Report to Stockholders for 1997 as
                  are expressly incorporated herein by reference.*

         23       Consent of Independent Auditors.*

         27       Financial Data Schedule.*

(b)  Reports on Form 8-K

No report on Form 8-K was filed during the quarter ended January 31, 1998.
--------------
*    Filed herewith

                                       16

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 15(d) 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.


                                         LOEHMANN'S, INC.


Dated: May 1, 1998                       By: /s/ Robert Glass
                                         --------------------
                                         Robert Glass, President, Chief
                                         Operating Officer, Secretary and
                                         Director

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert N. Friedman and Robert Glass, such
person's true and lawful attorney-in-fact and agents, with full power of
substitution and revocation, for such person and in such person's name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this report filed pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and to
file the same with all exhibits thereto, and the other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated.


Signature                  Title                                     Date

/s/ Norman S. Matthews     Chairman of the Board and Director        May 1, 1998
-----------------------
Norman S. Matthews


/s/ Robert N. Friedman     Chairman, Chief Executive Officer and     May 1, 1998
-----------------------    Director
Robert N. Friedman         


/s/ Robert Glass           President, Chief Operating Officer,       May 1, 1998
-----------------------    Secretary and Director
Robert Glass               


/s/ Dennis R. Hernreich    Vice President Finance, Chief Financial   May 1, 1998
-----------------------    Officer, Treasurer and Assistant 
Dennis R. Hernreich        Secretary

                                       17

<PAGE>

/s/ Philip Kaplan          Director                                  May 1, 1998
-----------------------
Philip Kaplan


-----------------------    Director                                  May 1, 1998
Janet A. Hickey


/s/ Richard E. Kroon       Director                                  May 1, 1998
-----------------------
Richard E. Kroon


-----------------------    Director                                  May 1, 1998
Christina A. Mohr


/s/ Arthur E. Reiner       Director                                  May 1, 1998
-----------------------
Arthur E. Reiner


/s/ Cynthia R. Cohen       Director                                  May 1, 1998
-----------------------
Cynthia R. Cohen

/s/ Lorrence T. Kellar
-----------------------    Director                                  May 1, 1998
Lorrence T. Kellar

                                       18