<PAGE>   1


                       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 3, 1997
                                -----------------------------------------------

                                       OR

        [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


For the transition period from ______________________ to ______________________

Commission file number                     0-19149
                      --------------------------------------------------------- 

                             Filene's Basement Corp.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      Massachusetts                                               04-3016733
      -------------                                               ----------
(State or other jurisdiction of incorporation               (I.R.S. Employer
            or organization)                                Identification No.)

                      40 Walnut Street, Wellesley, MA 02181
                      -------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)
                                 (617) 348-7000
                                 --------------
              (Registrant's telephone number, including area code)


               ---------------------------------------------------
              (Former name, former address and former fiscal year,
              if changed since last report)

Indicated 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
   -----   -----

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicated by check mark whether the registrant has filed all documents and
reports required to be filed by Section 2, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. 
Yes      No
   -----   -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date: 20,722,089 shares of Common
Stock as of June 11, 1997.



<PAGE>   2


                             FILENE'S BASEMENT CORP.

                                      INDEX


PART I. FINANCIAL INFORMATION                                          Page No.
                                                                       -------
  Item 1 - Financial Statements

      Consolidated Balance Sheets                                          3
      May 3, 1997, February 1, 1997
      and May 4, 1996


      Consolidated Statements of Operations                                4
      Thirteen weeks ended
      May 3, 1997 and May 4, 1996


      Consolidated Statements of Cash Flows                                5
      Thirteen weeks ended
      May 3, 1997 and May 4, 1996


      Notes to Consolidated Financial Statements                           6


  Item 2 - Management's Discussion and Analysis of                    7 - 10
      Financial Condition and Results of Operations


PART II. OTHER INFORMATION


  Item 6 - Exhibits and Reports on Form 8-K                               11


      Signatures                                                          12







                                     Page 2

<PAGE>   3
                             FILENE'S BASEMENT CORP.
                       (and its Wholly-Owned Subsidiaries)
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                             (dollars in thousands)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                ASSETS
                ------

                                                    May 3,    February 1,    May 4,
                                                     1997         1997        1996
                                                  --------     --------     --------
Current assets:
<S>                                               <C>          <C>          <C> 
  Cash and cash equivalents                           $528         $462         $365
  Inventories                                       99,657       88,763       91,109
  Other current assets                              12,395        9,363       19,323
                                                  --------     --------     --------
Total current assets                               112,580       98,588      110,797


Property, plant and equipment, net                  53,742       53,305       62,535
Beneficial operating lease rights, net              14,483       14,811       15,796
Assets held for sale                                 7,962        7,962            -
Intangible assets, net & other                       8,079        8,247       13,721
                                                  --------     --------     --------
  Total assets                                    $196,846     $182,913     $202,849
                                                  ========     ========     ========


     LIABILITIES & STOCKHOLDERS' EQUITY
     ----------------------------------

Current liabilities:
  Accounts payable                                  45,948       46,934       39,156
  Accrued expenses                                  27,328       29,375       29,178
  Short-term debt                                   17,400        1,000        7,300
  Current portion of long-term debt                  5,313        2,500            -
  Obligations under capital leases, due
    within one year                                    407          437          501
                                                  --------     --------     --------
Total current liabilities                           96,396       80,246       76,135

Reserve for store closings                           2,492        2,492        4,663
Deferred revenue                                     1,957        1,999        2,124
Long-term debt                                       4,688        7,500       35,000
Obligations under capital leases, less
    portion due within one year                      3,091        3,191        3,498
                                                  --------     --------     --------
Total liabilities                                  108,624       95,428      121,420

Stockholders' equity
  Common stock, $.01 par value; authorized
   70,000,000 shares; 20,762,834, 20,658,533
   and 20,577,715 shares issued                        208          207          206

  Cost of 75,000 common shares in treasury             (16)         (16)         (16)

Additional paid-in capital                          86,373       86,195       86,043
Retained earnings                                    1,657        1,099       (4,804)
                                                  --------     --------     --------
Total stockholders' equity                          88,222       87,485       81,429
                                                  --------     --------     --------
Total liabilities and stockholders' equity        $196,846     $182,913     $202,849
                                                  ========     ========     ========
</TABLE>




                     The accompanying notes are an integral
                 part of the consolidated financial statements.



                                     PAGE 3

<PAGE>   4
                             FILENE'S BASEMENT CORP.
                       (and its Wholly-Owned Subsidiaries)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                (dollars in thousands, except per share amounts)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                     13 Weeks Ended -       13 Weeks Ended -
                                                       May 3, 1997             May 4, 1996
                                                   ------------------       ----------------
                                                      $          %          $           %
                                                   --------    ------    --------    -------
<S>                                                <C>          <C>      <C>           <C>   
Net Sales                                          $120,451     100.0%   $124,032      100.0%
                                                   --------    ------    --------     ------
Cost of Sales, including buying, receiving and
    occupancy costs:                                 91,209      75.7%     93,210       75.1%
                                                   --------    ------     -------     ------
       Gross profit                                  29,242      24.3%     30,822       24.9%

Selling, general and administrative expenses         27,598      22.9%     28,248       22.8%

Amortization of intangible assets and
 beneficial operating lease rights                      367       0.3%        367        0.3%

                                                   --------    ------     -------     ------
       Operating income                               1,277       1.1%      2,207        1.8%

Interest expense, net                                   544       0.5%      1,267        1.0%
                                                   --------    ------     -------     ------

Income before income taxes                              733       0.6%        940        0.8%
Income tax provision                                    176       0.1%        376        0.3%
                                                   --------    ------     -------     ------

Net income                                              557       0.5%        564        0.5%
                                                   ========    ======     =======     ======

Primary and fully diluted earnings per share

Net income                                         $   0.03              $   0.03
                                                   ========              ========
</TABLE>










                     The accompanying notes are an integral
                 part of the consolidated financial statements.


                                     PAGE 4


<PAGE>   5
                             FILENE'S BASEMENT CORP.
                       (and its Wholly-Owned Subsidiaries)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (dollars in thousands)

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              13 Weeks Ended -   13 Weeks Ended -
                                                               May 3, 1997        May 4, 1996
                                                              ----------------   ----------------
<S>                                                               <C>                <C>     
Cash flows from operating activities:
  Net income                                                      $    557           $    564
  Adjustments to reconcile net income to net cash
      provided by (used in) operations:

    Depreciation and amortization                                    2,888              3,057
    Amortization related to restricted stock compensation                -                  6
    Deferred income taxes                                             (123)                 0

    Changes in operating assets and liabilities:
      Inventory                                                    (10,894)            (5,332)
      Other current assets                                          (5,138)             7,211
      Accounts payable                                                (986)             2,511
      Accrued expenses                                              (2,047)            (1,460)
                                                                  --------           --------
                                                                   (16,300)             5,993

Net cash provided by (used in) operating activities                (15,743)             6,557

Cash flows from investing activities:
  Purchase of property, plant and equipment & other                 (2,746)              (639)
  Proceeds from sale of leasehold interest                           2,106                  0
                                                                  --------           --------
Net cash used in investing activities                                 (640)              (639)

Cash flows from financing activities:
  Proceeds from short-term borrowings                               32,300             26,585
  Payments on short term borrowings                                (15,900)           (32,485)
  Principal payments of capital lease obligations                     (130)              (118)
  Proceeds from sale of common stock to employees                      179                  1
                                                                  --------           --------
Net cash provided by (used in) financing activities                 16,449             (6,017)

Net increase (decrease) in cash and cash equivalents                    66                (99)

Cash and cash equivalents at beginning of period                       462                464
                                                                  --------           --------
Cash and cash equivalents at end of period                        $    528           $    365
                                                                  ========           ========
Supplemental disclosures of cash flow information:                               
  Interest paid                                                   $    306           $  1,215
  Income taxes paid                                                    400                199

</TABLE>




                     The accompanying notes are an integral
                 part of the consolidated financial statements.



                                     PAGE 5



<PAGE>   6
                             FILENE'S BASEMENT CORP.
                       (and its Wholly-Owned Subsidiaries)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.   The results of the periods ended May 3, 1997 and May 4, 1996 are not
     necessarily indicative of the results for a full fiscal year because the
     Company's business, in common with the businesses of retailers generally,
     is subject to seasonal influences, with higher levels of sales and income
     generally realized in the fall season.

2.   The preceding data is unaudited but, in the opinion of management, includes
     all adjustments (consisting of normally occurring accruals and deferrals)
     necessary for a fair presentation of the results of operations for the
     periods reported, in accordance with generally accepted accounting
     principles and practices consistently applied.

3.   In February, 1997, the Financial Accounting Standards Board issued
     Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
     Share" and SFAS No. 129, "Disclosure Information about Capital Structure"
     effective for fiscal years ending after December 15, 1997. Earlier adoption
     was not permitted. The Company's adoption of SFAS No. 128 for fiscal 1997
     will not materially impact its earnings per share calculation and the
     adoption of SFAS No. 129 will have no impact on the Company's current
     disclosures.

4.   The Company is using an effective tax rate of 24% to compute taxes for the
     current fiscal year, reflecting the realization of certain deferred tax
     assets which were not realized in prior years.



















                                     Page 6


<PAGE>   7

               MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                    FOR THE THIRTEEN WEEKS ENDED MAY 3, 1997


RESULTS OF OPERATIONS
---------------------

For the quarter ended May 3, 1997, net sales were $120.5 million, down 3% from
last year's first quarter sales of $124.0 million. Comparable store sales for
the thirteen week first quarter were down 4% versus the comparable thirteen week
period last year. During the first quarter, two new stores were opened and no
stores were closed. The total number of stores in operation on May 3, 1997 and
May 4, 1996 were 45 and 43, respectively.

Cost of goods sold as a percentage of sales was 75.7% for the thirteen week
period ended May 3, 1997 compared to 75.1% for the same period in the prior
year. The increase in cost of goods sold as a percentage of sales was
attributable to an increase in the markdown rate as a result of the decline in
sales and other retail reductions, partially offset by an increase in markup on
cost of sales.

Selling, general and administrative expenses for the first quarter of Fiscal
1997 were $27.6 million, or 22.9% of sales, compared to $28.2 million, or 22.8%
of sales, for the same period last year. The decrease in selling, general and
administrative expenses for the thirteen week period was primarily related to
reductions in payroll and payroll related expenses and the receipt during the
thirteen week period ended May 3, 1997 of proceeds from the Company's note
receivable in excess of its estimated fair value.

Interest expense for the thirteen week period ended May 3, 1997 was $0.5
million, or 0.5% of sales, compared to $1.3 million, or 1.0% of sales last year.
The decrease in interest expense is related to the Revolving Credit and Term
Loan Agreement entered into in May, 1996, which replaced the Amended and
Restated Credit and Override Agreement in existence during the first quarter of
Fiscal 1996. Lower effective interest rates under the new agreement, combined
with lower average outstanding borrowings, resulted in the decline in interest
expense (see Liquidity and Capital Resources).

The provision for income taxes for the first quarter ended May 3, 1997 was $0.2
million, or 0.1% of sales, as compared to $0.4 million, or 0.3% of sales, for
the same period last year. The Company's effective tax rate for the first
quarter was 24%, as compared to 40% for the same period last year. The decline
in the effective tax rate reflects the realization of certain tax assets which
were not previously expected to be realized.

Net income for the thirteen week period ended May 3, 1997 was $0.6 million, or
$.03 per share on 21.4 million shares outstanding, compared to net income of
$0.6 million, or $.03 per share on 20.9







                                     Page 7


<PAGE>   8

               MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                    FOR THE THIRTEEN WEEKS ENDED MAY 3, 1997



million shares outstanding for the same period last year.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

On May 23, 1996, the Company entered into a Revolving Credit and Term Loan
Agreement (the "Agreement") as amended June 28, 1996, which replaced the Amended
and Restated Credit and Override Agreement dated October 13, 1995 and as amended
on October 31, 1995, December 8, 1995 and February 3, 1996. The Agreement
expires, and all loans outstanding thereunder mature, on June 30, 1999 and
includes a $65.0 million revolving credit facility and a $10.0 million term
loan, which replaced a $50.0 million revolving credit facility and $35.0 million
of fixed rate debt.

Although the aggregate facility under the Agreement is $10.0 million less than
the previous arrangement, the Company's borrowing capacity under the Agreement
has actually been enhanced as a result of a broader borrowing base formula and
lower overall debt levels. In May, 1996, the Company received federal tax
refunds totalling $9.6 million related to net operating losses carried back to
offset prior years' taxable income, which was applied to reduce outstanding
debt. Availability under the Agreement is determined based on a higher advance
rate against eligible inventory than under the previous arrangement and also
provides for advances against eligible receivables and domestic letters of
credit, which previously were not included in the borrowing base. Further, under
the previous arrangement, the $35.0 million of fixed rate debt was a standing
use of availability, while under the Agreement, the $10.0 million term loan is
not considered in the determination of availability.

The terms of the Agreement provided that initially advances against eligible
inventory and receivables were to bear interest at either prime plus 0.50% or
LIBOR plus 2.50% and the term loan was to bear interest at either prime plus
0.75% or LIBOR plus 2.75%. The Agreement also provided, however, that in the
event the Company achieved pre-determined financial targets for Fiscal 1996, the
interest rate on all loans would be decreased by 0.50%. Since the Company
achieved the targets, effective February 4, 1997, interest rates on the revolver
and term loans were reduced one-half of one percent to prime or LIBOR plus 2.0%
and prime plus 0.50% or LIBOR plus 2.25%, respectively.

Mandatory payments of the term loan principal are required upon the occurrence
of certain events preceding the first anniversary of the loan and, thereafter,
based on the outstanding principal balance at that date, in eight equal
quarterly installments commencing







                                     Page 8


<PAGE>   9

               MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                    FOR THE THIRTEEN WEEKS ENDED MAY 3, 1997



September 30, 1997. In the event the outstanding principal of the term loan on
the first anniversary is greater than $4.0 million, the interest rate, on the
term loan only, would be permanently increased by 1.0%. On May 23, 1997, the
Company made a $6.0 million voluntary principal payment on the term loan,
partially from the receipt of $2.5 million in proceeds from the Company's note
receivable, which reduced the balance of the Term loan to $4.0 million.

The Agreement contains new financial covenants which are less restrictive than
the previous requirements, thereby providing the Company with greater operating
flexibility. During the thirteen week period ended May 3, 1997, and as of May 3,
1997, the Company was in compliance with all covenants of the Agreement.

As of May 3, 1997, the Company had $16.2 million of working capital and $32.3
million of remaining credit availability. As of that date, outstanding
obligations under the Agreement were $27.4 million, including the $10.0 million
term loan, and the Company had $15.3 million in letter of credit commitments.

Short term trade credit represents a significant source of financing for
inventory purchases and arises from the willingness of vendors to grant extended
payment terms. Merchandise inventories are financed either by the vendors or
third party factors.

The Company believes that internally generated working capital, existing vendor
and third party factor arrangements and funds available under the Agreement will
be adequate to meet its merchandise inventory and normal operating expense
needs, as well as presently anticipated capital expenditure requirements for the
remainder of the fiscal year. However, the Company's operating results and the
adequacy of its working capital could be adversely affected if, for any reason,
the Company's borrowing base was to become impaired, or otherwise be deemed
ineligible, thereby diminishing the level of available funds.

The Company has never paid a cash dividend and has no plans to pay dividends on
its common stock.

The Company's business is seasonal, reflecting increased consumer demand in the
fall season. The second half of each fiscal year provides a greater portion of
the Company's annual sales and operating profit.





                                     Page 9


<PAGE>   10
               MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                    FOR THE THIRTEEN WEEKS ENDED MAY 3, 1997


CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
----------------------------------------------

This Quarterly Report on Form 10-Q contains forward-looking statements. For this
purpose, any statements contained herein that are not statements of historical
fact may be deemed to be forward- looking statements. Without limiting the
foregoing, the words "believes", "anticipates", "plans", "expects" and similar
expressions are intended to identify forward-looking statements. Factors which
may cause actual results to differ materially from those indicated by such
forward-looking statements include: (i) economic and weather conditions which
affect the buying patterns of the Company's customers, (ii) actions of the
Company's competitors and the Company's ability to respond to such actions (iii)
the continued support of the Company's numerous vendors and third party factors
in the form of short-term trade credit through extended payment terms and
letters of credit (iv) a decrease in the Company's available funds under its
existing credit facility due to the impairment or ineligibility of a significant
portion of its borrowing base (v) the continued success of the Company's efforts
to implement planned strategic initiatives and (vi) unexpected store closings
and the related higher markdowns associated with inventory liquidations.






                                     Page 10


<PAGE>   11




ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

11.............. Computation of Net Income per Common Share.

27.............. Financial Data Schedule

--------------------------------------------------------------------------------


(b)  No reports on Form 8-K were filed during the quarter ended May 3, 1997 for
     which this report is filed.









                                     Page 11


<PAGE>   12




                                   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.


                                               FILENE'S BASEMENT CORP.




                                               /s/ Steven Siegel
                                               --------------------------------
                                               Steven Siegel
                                               Executive Vice President
                                               and Chief Financial Officer


DATE:  June 16, 1997






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