<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                    For the Thirteen Weeks Ended May 3, 1997

                          Commission File Number 1-9647


                            JAN BELL MARKETING, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      DELAWARE                                             59-2290953
------------------------                       ---------------------------------
(State of Incorporation)                       (IRS Employer Identification No.)


                 14051 N.W. 14TH STREET, SUNRISE, FLORIDA 33323
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (954) 846-2703
                                 --------------
              (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 [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                   25,894,610 COMMON SHARES ($.0001 PAR VALUE)
                              AS OF JUNE 13, 1997





<PAGE>   2


                                    FORM 10-Q
                                QUARTERLY REPORT

                        THIRTEEN WEEKS ENDED MAY 3, 1997


                                TABLE OF CONTENTS

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


<TABLE>
<CAPTION>
PART I:  FINANCIAL INFORMATION                                                                        PAGE NO.
<S>                                                                                                     <C>
         Item 1. Consolidated Financial Statements
                  A. Consolidated Balance Sheets.........................................................3
                  B. Consolidated Statements of Operations...............................................4
                  C. Consolidated Statements of Cash Flows...............................................5
                  D. Notes to Consolidated Financial Statements..........................................6

         Item 2. Management's Discussion and Analysis of Financial
                   Condition and Results of Operations...................................................9


PART II: OTHER INFORMATION

         Items 1, 2, 3, 4, and 5 have been omitted because they are not
                  applicable with respect to the current reporting period.

         Item 6. Exhibits and Reports
                   on Form 8-K .........................................................................12


</TABLE>


                                       2
<PAGE>   3


                          PART I: FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS


                            JAN BELL MARKETING, INC.
                           CONSOLIDATED BALANCE SHEETS
          (Amounts shown in thousands except share and per share data)


<TABLE>
<CAPTION>
                                                 May 3,        February 1,
                                                  1997            1997
                                                 ------        -----------
                                               (Unaudited)
<S>                                            <C>             <C>      
CURRENT ASSETS:

Cash and cash equivalents                      $  26,143       $  23,525
Accounts receivable, net                           4,788           6,162
Inventories                                       91,423          79,893
Other current assets                               1,171           1,260
                                               ---------       ---------
    Total current assets                         123,525         110,840
Property, net                                     20,393          21,481
Goodwill                                           2,761           2,860
Other assets                                       3,791           4,204
                                               ---------       ---------
                                               $ 150,470       $ 139,385
                                               =========       =========

        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable                               $  22,303       $   8,222
Accrued expenses                                   5,136           5,790
                                               ---------       ---------
     Total current liabilities                 $  27,439       $  14,012

STOCKHOLDERS' EQUITY:

Common stock, $.0001 par value,
  50,000,000 shares authorized,
  25,894,610 and 25,894,428 shares
  issued and outstanding                               3               3
Additional paid-in capital                       180,448         180,448
Accumulated deficit                              (55,645)        (53,338)
Foreign currency translation
  adjustment                                      (1,775)         (1,740)
                                               ---------       ---------
                                                 123,031         125,373
                                               ---------       ---------
                                               $ 150,470       $ 139,385
                                               =========       =========

</TABLE>





                 See notes to consolidated financial statements.

                                       3
<PAGE>   4


                            JAN BELL MARKETING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          (Amounts shown in thousands except share and per share data)

<TABLE>
<CAPTION>
                                             Thirteen Weeks       Thirteen Weeks
                                                  Ended               Ended
                                               May 3, 1997         May 4, 1996
                                             --------------       --------------
                                                         (Unaudited)
<S>                                           <C>                <C>         
Net sales                                     $     46,977       $     47,449

Cost of sales and
  occupancy costs                                   36,634             37,739
                                              ------------       ------------
Gross profit                                        10,343              9,710

Store and warehouse
  operating and selling expenses                     7,592              7,811
General and administrative expenses                  3,387              2,760
Other charges                                         --                1,866
Depreciation and amortization                        2,017              2,226
Currency exchange loss                                --                    5
                                              ------------       ------------

Operating loss                                      (2,653)            (4,958)
Interest and other income                              390                390
Interest expense                                      --                  527
                                              ------------       ------------

Loss before income taxes                            (2,263)            (5,095)
Income tax provision (benefit)                          44                (24)
                                              ------------       ------------


Net loss                                      $     (2,307)      $     (5,071)
                                              ============       ============

Net loss per common share                     $      (0.09)      $      (0.20)

Weighted average shares outstanding             25,894,541         25,838,424


</TABLE>





                 See notes to consolidated financial statements.



                                       4
<PAGE>   5


                            JAN BELL MARKETING, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Amounts shown in thousands)


<TABLE>
<CAPTION>
                                                         Thirteen Weeks    Thirteen Weeks
                                                             Ended             Ended
                                                          May 3, 1997       May 4, 1996
                                                         --------------    --------------
                                                                   (Unaudited)
<S>                                                          <C>            <C>     
Cash flows from operating activities:
  Cash received from customers                               $ 48,341       $ 49,146
  Cash paid to suppliers and employees                        (45,424)       (44,954)
  Interest and other income received                              390            390
  Interest paid                                                    --           (547)
  Income taxes (paid) refunded                                   (117)            20
                                                             --------       --------

Net cash provided by operating activities                       3,190          4,015

Cash flows from investing activities:
   Capital expenditures                                          (563)          (131)
                                                             --------       --------
Net cash (used in) investing activities                          (563)          (131)


Effect of exchange rate changes                                    (9)             4
                                                             --------       --------

Net increase in cash and cash equivalents                       2,618          3,888
Cash and cash equivalents at beginning of period               23,525         14,955
                                                             --------       --------
Cash and cash equivalents at end of period                   $ 26,143       $ 18,843
                                                             ========       ========

Reconciliation of net loss to net cash provided by
  operating activities:
Net loss                                                     $ (2,307)      $ (5,071)
Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation and amortization                                2,017          2,226
   Currency (gain) loss                                            --              5
                                                             --------       --------
   (Increase) Decrease in assets:
      Accounts receivable (net)                                 1,364          1,697
      Inventories                                             (11,542)        (3,961)
      Other                                                       231           (124)
   Increase (Decrease) in liabilities:
      Accounts payable                                         14,081          7,443
      Accrued expenses                                           (654)         1,800
                                                             --------       --------
Net cash provided by operating activities                    $  3,190       $  4,015
                                                             ========       ========



</TABLE>




                 See notes to consolidated financial statements.

                                       5
<PAGE>   6



                            JAN BELL MARKETING, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


A.  Unaudited Financial Statements

         The Company's financial statements as of May 3, 1997 and for the
thirteen week periods ended May 3, 1997 and May 4, 1996 have not been audited by
certified public accountants, but in the opinion of management of the Company
reflect all adjustments (which include only normal recurring accruals) necessary
to present fairly the financial position, results of operations and cash flows
for those periods. Results of the thirteen week periods ended May 3, 1997 and
May 4, 1996 are not necessarily indicative of annual results because of the
seasonality of the Company's business.

         Certain reclassifications have been made to the prior consolidated
financial statements to conform to the current presentation.

         The accompanying financial statements should be read in conjunction
with the Company's annual consolidated financial statements and the notes
thereto for the year ended February 1, 1997.

B.  Relationship with Sam's Wholesale Club

         The Company operates an exclusive leased department at all existing and
future domestic and Puerto Rican Sam's Wholesale Club ("Sam's") locations under
an agreement which expires February 1, 2001. The Company pays Sam's a tenancy
fee of 9% of net sales. During the thirteen weeks ended May 3, 1997,
approximately 93% of the Company's net sales were from Sam's customers and for
the foreseeable future it is expected that the substantial portion of net sales
will be generated through this agreement. Accordingly, the Company is dependent
on Sam's to conduct its business and the loss of the leased department
arrangement with Sam's would have a material adverse effect on the business of
the Company.

         During Fiscal 1995, a dispute arose between Sam's and the Company
related to certain wholesale sales and returns, primarily relating to certain
claims by Sam's for credits for certain merchandise returns. The Company
considers this matter to be in nature and magnitude outside the normal course of
business. The total difference between the amount of credits that Sam's
originally claimed and the amount the Company believes is appropriate is
approximately $6.7 million. The Company and Sam's have held discussions and
negotiations regarding this matter; however, no final resolution has been
reached. While the Company believes that no further amounts are owed to Sam's,
the outcome remains uncertain. The financial statements do not include a
provision for any loss that may result from the resolution of this matter.

C.  New Accounting Pronouncement

         The Company will adopt the following Statement of Financial Accounting
Standards ("SFAS") in the thirteen weeks ending January 31, 1998. SFAS No. 128
"Earnings Per Share" establishes financial accounting and reporting standards
for earnings per share. SFAS No. 128, which supersedes Accounting Principles
Board ("APB") Opinion No. 15, requires a dual presentation of basic and diluted
earnings per share on the face of the income statement and is effective for
financial statements issued for periods ending after December 15, 1997. As a
result of the Company's net loss for the thirteen weeks ended May 3, 1997 and
the thirteen weeks ended May 4, 1996, basic and diluted net loss per share, as
computed under SFAS No. 128, would not differ from the net loss per share shown
in the accompanying condensed consolidated financial statements.


                                       6
<PAGE>   7



                            JAN BELL MARKETING, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


C.  Inventories:

         Inventories are summarized as follows:

<TABLE>
<CAPTION>
                                                            May 3,                          February 1,
                                                             1997                              1997
                                                            ------                          -----------
                                                                  (amounts shown in thousands)

                                                   Company          Held on          Company          Held on
                                                    Owned         Consignment         Owned         Consignment
                                                   -------        -----------        -------        -----------
<S>                                               <C>               <C>             <C>               <C>   
     Precious and semi-precious gem jewelry-
         related merchandise (and
         associated gold):
         Raw materials                            $  9,183          $   --          $  6,257          $   --
         Finished goods                             41,199           1,649            39,054           1,378
     Gold jewelry-related merchandise:
         Finished goods                             16,058              67            12,639             705
     Watches                                        11,019              --            10,414              --
     Other consumer products                        13,964              --            11,529              --
                                                  --------          ------          --------          ------
                                                  $ 91,423          $1,716          $ 79,893          $2,083
                                                  ========          ======          ========          ======

</TABLE>


D.  Income Taxes

         The Company's provision (benefit) for income taxes for 1997 and 1996 is
related to domestic operations and the operation of the foreign subsidiaries.
The federal portion of the income tax provision relates to the federal
alternative minimum tax. Federal and state tax benefits have not been recognized
for the domestic loss for 1997 and 1996 due to the fact that all loss carrybacks
have been fully utilized and, under SFAS No. 109, "Accounting for Income Taxes,"
the Company has determined that it is more likely than not that the deferred tax
asset will not be realized.

E.  Other Charges

         Other charges for the thirteen weeks ended May 4, 1996 represent a
provision for severance payments to the Company's former President and CEO. In
June 1996, the Company reached a final agreement with this executive for such
payments totaling $2.0 million.




                                       7
<PAGE>   8


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


RESULTS OF OPERATIONS

         The discussion and analysis below contain trend analysis and other
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The
Company's actual results could differ materially from those anticipated in any
forward-looking statements as a result of certain factors set forth below and
elsewhere in this Report and in the Company's Form 10-K filed in May 1997.

         The Company operates an exclusive leased department at all existing and
future domestic and Puerto Rican Sam's Wholesale Club ("Sam's") locations under
an agreement which expires February 1, 2001. During the thirteen weeks ended May
3, 1997, approximately 93% of the Company's net sales were from Sam's customers
and for the foreseeable future it is expected that the substantial portion of
net sales will be generated through this agreement.

         Results of operations for the thirteen weeks ended May 3, 1997 reflect
the Company's continued strategy to achieve expense savings at all levels.
During this time the Company also has continued to implement merchandise
strategies and selection offerings that allowed the Company to achieve higher
gross margins in its leased departments. In addition, emphasis on cash
management and inventory control systems has allowed the Company to generate
positive cash flows from operations and reduce its reliance on working capital
support from third party lenders. The Company's efforts to reduce and better
balance its inventory levels has resulted in improved inventory turns and
reduced average inventory requirements. Management believes there is the
possibility of additional opportunity for continued improvement in gross
margins, operating cash flows and expense savings in its traditional core
business with Sam's' Club. However, these opportunities are not believed to be
as significant as those realized in previous Fiscal periods.

         Net sales were $47.0 million for the thirteen weeks ended May 3, 1997
compared to $47.4 million for the thirteen weeks ended May 4, 1996. Net sales in
the retail locations for the thirteen weeks ended May 3, 1997 were $44.5 million
compared to $44.0 million for the thirteen weeks ended May 4, 1996. Comparable
retail sales for the thirteen weeks ended May 3, 1997 were $43.6 million
compared to $43.5 million for the thirteen weeks ended May 4, 1996. The relative
flatness of the sales trend demonstrated during the thirteen weeks ended May 3,
1997 is not expected to materially change during subsequent periods of Fiscal
1997.

         However, sales in the future may be adversely impacted by general
economic conditions, the level of spending in the wholesale club environment and
changes to the Company's existing relationship with Sam's. The retail jewelry
market is particularly subject to the level of consumer discretionary income and
the subsequent impact on the type and value of goods purchased. With the
consolidation of the retail industry, the Company believes that competition both
within the warehouse club industry and with other competing general and
specialty retailers and discounters will continue to increase.

         Gross profit was $10.3 million or 22.0% of net sales for the thirteen
weeks ended May 3, 1997 compared to $9.7 million or 20.5% of net sales for the
thirteen weeks ended May 4, 1996. The increase in gross profit as a percentage
of net sales was primarily attributable to margin improvements that are being
recognized in the Company's retail locations because of a shift in merchandising
strategies that emphasize higher margin gem, gold and watch products in place of
other lower margin products and categories and improvements as a percentage of
sales in product handling costs and inventory shrinkage.

         Management recognizes that continued improvement in a combination of
net sales growth, gross profit increase and expense reductions must be achieved
for the Company to be profitable.


                                       8
<PAGE>   9


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (continued)


         Store and warehouse operating and selling expenses were $7.6 million
for the thirteen weeks ended May 3, 1997 compared to $7.8 million for the
thirteen weeks ended May 4, 1996. The decrease in these expenses for the
thirteen weeks ended May 3, 1997 compared to the thirteen weeks ended May 4,
1996 is primarily attributable to decreased Mother's Day holiday advertising
expenses.

         General and administrative expenses were $3.4 million for the thirteen
weeks ended May 3, 1997 compared to $2.8 million for the thirteen weeks ended
May 4, 1996. The increase in these expenses for the thirteen weeks ended May 3,
1997 compared to the thirteen weeks ended May 4, 1996 is primarily attributable
to increased professional fees related to the Company's strategic business
development and legal matters.

         The Company incurred other charges of $1.9 million for the thirteen
weeks ended May 4, 1996 which represented a provision for severance payments to
the Company's former President and Chief Executive Officer. There were no other
charges for the thirteen weeks May 3, 1997.

         The decrease in depreciation and amortization expense from $2.2 million
for the thirteen weeks ended May 4, 1996 to $2.0 million for the thirteen weeks
ended May 3, 1997 is primarily attributable to the decrease in amortization 
expense. The thirteen weeks ended May 4, 1996 included amortization costs
related to the Company's Senior note financing. However, a significant amount
of the costs were either written off or fully amortized prior to the thirteen
weeks ended May 3, 1997.

         The retail jewelry business is seasonal in nature with a higher
proportion of sales and significant portion of earnings generated during the
fourth quarter holiday selling season. As a result, operating results for the
thirteen weeks ended May 3, 1997 are not necessarily indicative of results of
operations for the entire fiscal year.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

         As of May 3, 1997, cash and cash equivalents totaled $26.1 million, an
increase of $2.6 million from February 1, 1997 which resulted primarily from the
timing of vendor payments for inventory. The Company had no short-term
borrowings under its $40 million working capital facility outstanding as of May
3, 1997.

         The Company's working capital requirements are directly related to the
amount of inventory required to support its retail operations. During the
thirteen weeks ended May 3, 1997, the inventory increase of $11.5 million
reflected a build up in anticipation of Mother's Day sales.

         For the remainder of Fiscal 1997, based on discussions with Sam's, the
Company expects a very limited increase in the number of leased departments it
operates, and consequently does not foresee a need for a significant increase in
retail inventory. Capital expenditures for Fiscal 1997 are projected not to
exceed $3 million.

         The Company's business is highly seasonal, with seasonal working
capital needs peaking in October and November before the holiday selling season.

         The Company believes that its cash on hand, projected cash from
operations and availability under the working capital facility will be
sufficient to meet its anticipated working capital and capital expenditure needs
for the remainder of Fiscal 1997. There can be no assurance that the Company's
future operating results will be sufficient to sustain working capital needs.


                                       9
<PAGE>   10


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (continued)


NEW ACCOUNTING PRONOUNCEMENT

         The Company will adopt the following Statement of Financial Accounting
Standards ("SFAS") in the thirteen weeks ending January 31, 1998. SFAS No. 128
"Earnings Per Share" establishes financial accounting and reporting standards
for earnings per share. SFAS No. 128, which supersedes Accounting Principles
Board ("APB") Opinion No. 15, requires a dual presentation of basic and diluted
earnings per share on the face of the income statement and is effective for
financial statements issued for periods ending after December 15, 1997. As a
result of the Company's net loss for the thirteen weeks ended May 3, 1997 and
the thirteen weeks ended May 4, 1996, basic and diluted net loss per share, as
computed under SFAS No. 128, would not differ from the net loss per share shown
in the accompanying condensed consolidated financial statements.

FUTURE OPERATING RESULTS

         The future operating results of the Company may be affected by a number
of factors, including without limitation the following:

         The Company is focusing on strategic business development and the
Company incurred expenses for the initial phase of the project of approximately
$800,000. A portion of those costs were expensed by the Company during the
thirteen weeks ended May 3, 1997. The Company is currently unable to determine
to what extent the strategies will be implemented or the impact of any potential
growth opportunities on its future operating results or capital requirements.

         The Company markets its products principally through Sam's Club, a
division of Wal-Mart, Inc., pursuant to an arrangement whereby the Company
operates an exclusive leased department at all of Sam's existing and future
domestic and Puerto Rican locations through February 1, 2001. Accordingly, the
Company is dependent on Sam's to conduct its business, and the loss of the
leased department arrangement with Sam's would have a material adverse effect on
the business of the Company. The Company is focused on developing retail
opportunities outside its traditional core business within Sam's Club.

         Whether by acquisition or by developing alternative retail concepts,
management believes that the Company should be in a diversified position if it
is to successfully renegotiate or absorb the expiration of its Sam's Club lease
in 2001. The pursuit of any such opportunity will require a significant
investment of capital and attention by management. Such business development is
subject to all risks inherent to establishing or acquiring an additional
business, including competition and consumer uncertainties.

         On November 9, 1995, the Company opened its first "Jewelry Depot", a
6,071 square foot value-oriented jewelry and luxury gift store in Framingham,
Massachusetts. Subsequently, the Company also opened two "Jewelry Depot Outlet"
locations, a 2,207 square foot facility in Vero Beach, Florida and an 891 square
foot store in Worcester, Massachusetts. The "Jewelry Depot" and "Jewelry Depot
Outlet" each were opened as prototypes for potential stand-alone jewelry
operations that the Company has evaluated as possible long term sources of
additional revenue. The Framingham and Worcester locations have not been
successful and in January 1997 the Company decided it would close these
operations. Additionally, during the third quarter of 1996, the Company acquired
from Andin International, Inc. its three Manhattan Diamond locations in the
Potomac Mills, Gurnee Mills and Orlando Belz outlet malls. The Company currently
is unable to determine the impact of these three stand-alone jewelry operations
on its future operating results or capital requirements.

         The Company's retail operation requires expertise in the areas of
merchandising, sourcing, selling, personnel, training, systems and accounting.
The Company must look to increases in the number of retail locations


                                       10
<PAGE>   11


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (continued)


to occur, thereby increasing the Company's customer base, for expansion. The
retail jewelry market is particularly subject to the level of consumer
discretionary income and the subsequent impact on the type and value of goods
purchased. With the consolidation of the retail industry, the Company believes
that competition both within the warehouse club industry and with other
competing general and specialty retailers and discounters will continue to
increase. Further consolidation of the warehouse club industry due to geographic
constraints and market consolidation might also adversely affect the Company's
existing relationship with Sam's and the Company's business. The opening and
success of the leased locations and locations to be opened in later years, if
any, will depend on various factors, including general economic and business
conditions affecting consumer spending, the performance of the Company's retail
programs and concepts, and the ability of the Company to manage the leased
operations and future expansion and hire and train personnel.

         The Company purchases diamonds and other gemstones directly in
international markets located in Tel Aviv, New York, Antwerp and elsewhere. The
Company seeks to meet its diamond requirements with purchases on a systemic
basis throughout the year. Hedging is not available with respect to possible
fluctuations in the price of gemstones. If such fluctuations should be unusually
large or rapid and result in prolonged higher or lower prices, there is no
assurance that the necessary price adjustments could be made quickly enough to
prevent the Company from being adversely affected. Further, the continued
availability of diamonds to the Company is dependent, to some degree, upon the
political and economic situation in South Africa and Russia, which have been
unstable. Several other countries also are major suppliers of diamonds,
including Botswana and Zaire. In the event of an interruption of diamond
supplies, or a material or prolonged reduction in the world supply of finished
diamonds, the Company could be adversely affected.

         Although purchases of several critical raw materials, notably gold and
gemstones, are made from a limited number of sources, the Company believes that
there are numerous alternative sources for all raw materials used in the
manufacture of its finished jewelry, and the failure of any principal supplier
would not have a material adverse effect on operations. Any changes in foreign
or domestic laws and policies affecting international trade may have a material
adverse effect on the availability or price on the diamonds, other gemstones,
precious metals and non-jewelry products purchased by the Company. Because
supplies of parallel marketed products are not always readily available, it can
be a difficult process to match the customer demand to market availability.

         The Company utilizes the services of independent suppliers and customs
agents to comply with U.S. customs laws in connection with its purchases of
gold, diamonds and other raw materials from foreign sources. The Company bears
certain risks in purchasing parallel marketed goods which includes certain
watches and other products such as fragrances and collectibles. Parallel
marketed goods are products to which trademarks are legitimately applied but
which were not necessarily intended by their foreign manufacturers to be
imported and sold in the United States. The laws and regulations governing
transactions involving such goods lack clarity in significant respects. From
time to time, trademark or copyright holders and their licensees initiate
private suits or administrative agency proceedings seeking damages or injunctive
relief based on alleged trademark or copyright infringement by purchasers and
sellers of parallel marketed goods. While the Company believes that its
practices and procedures with respect to the purchase of parallel marketed goods
lessen the risk of significant litigation or liability, the Company is from time
to time involved in such proceedings and there can be assurance that additional
claims or suits will not be initiated against the Company or any of its
affiliates, and there can be no assurances regarding the results of any pending
or future claims or suits. Further, legislation has been introduced in Congress
in recent years and is currently pending regarding parallel marketed goods.
Certain legislative or regulatory proposals, if enacted, could materially limit
the Company's ability to sell parallel marketed goods in the United States.
There can be no assurances as to whether or when any such proposals might be
acted upon by Congress or that future judicial, legislative or administrative
agency action will restrict or eliminate these sources of supply. The Company
has identified alternate sources of supply or categories of similar products,
although the cost of certain products may increase or their availability may
be lessened.


                                       11
<PAGE>   12

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (continued)


         The agreements related to the Company's working capital facility
contain covenants which require the Company to maintain financial ratios related
to earnings, working capital, inventory turnover, trade payables and tangible
net worth, limit capital expenditures and the incurrence of additional debt, and
prohibit the payment of dividends. There can be no assurance that the Company's
future operating results will be sufficient to meet the requirements of the
foregoing covenants.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a)      The following list of schedules and exhibits are incorporated by
         reference and indicated in this Form 10-Q:

         27       Financial Data Schedule (for SEC use only).

(b)      Reports on Form 8-K:       None.







                                       12
<PAGE>   13


                           PART II: OTHER INFORMATION

                                      None


                                   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.


                                                   JAN BELL MARKETING, INC.
                                               --------------------------------
                                                         (Registrant)



                                          By:      DAVID P. BOUDREAU
                                               --------------------------------
                                               Senior Vice President of Finance
                                                        and Treasurer


Date:  June ___, 1997







                                       13