<PAGE>
 
================================================================================

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

 
                                   FORM 10-Q
(MARK ONE)
[X]              QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                     FOR THE QUARTER ENDED MARCH 28, 1998
                                      OR
[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER 0-22480

                             DM MANAGEMENT COMPANY
                   (Exact Name of Registrant as Specified in
                                 Its Charter)


              DELAWARE                                04-2973769
      (State or Other Jurisdiction of              (I.R.S. Employer 
      Incorporation or Organization)               Identification No.)

         25 RECREATION PARK DRIVE                         02043
               HINGHAM, MA                              (ZIP Code)
(Address of Principal Executive Offices)

    REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:     (781) 740-2718

     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 [_]

     Shares outstanding of the Registrant's common stock (par value $0.01) at
May 1, 1998:  6,303,690

================================================================================
<PAGE>
 
                             DM MANAGEMENT COMPANY
                    INDEX TO QUARTERLY REPORT ON FORM 10-Q
                     FOR THE QUARTER ENDED MARCH 28, 1998

<TABLE> 
<CAPTION> 
                                                                                                   Page
                                                                                                   ----
<S>                                                                                                <C> 
PART I - FINANCIAL INFORMATION

         Item 1.    
           Consolidated Financial Statements.....................................................   3-7
         
           Consolidated Balance Sheets at March 28, 1998, March 29, 1997 and December 27, 1997...     3
         
           Consolidated Statements of Operations for the three months ended March 28, 1998 and
           March 29, 1997........................................................................     4
         
           Consolidated Statements of Cash Flows for the three months ended March 28, 1998 and 
           March 29, 1997........................................................................     5
         
           Notes to Consolidated Financial Statements............................................     6-7
         
          Item 2.
            Management's Discussion and Analysis of  Financial Condition and Results of Operations   8-10
 
PART II - OTHER INFORMATION

          Item 6.   
            Exhibits and Reports on Form 8-K........................................................   11
       
Signature...........................................................................................   12
</TABLE>

                                       2
<PAGE>
 
                             DM MANAGEMENT COMPANY
                          CONSOLIDATED BALANCE SHEETS
                                (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            MARCH 28,       MARCH 29,     DECEMBER 27,
                 ASSETS                                                       1998            1997            1997
                                                                         ---------------  -------------  --------------
<S>                                                                      <C>              <C>            <C>
Current assets:
 Cash and cash equivalents......................................           $ 19,023          $    383      $ 19,260
 Marketable securities, net of unrealized loss..................              3,886             3,846         3,890
 Inventory......................................................             24,104            12,379        20,579
 Prepaid catalog expenses.......................................              3,477             4,201         6,475
 Deferred income taxes..........................................              5,295             2,670         5,295 
 Other current assets...........................................              1,641             1,462         1,229 
                                                                         ---------------  -------------  --------------
  Total current assets..........................................             57,426            24,941        56,728 
Property and equipment, net.....................................             19,917             7,081        14,174
Deferred income taxes...........................................              4,479             7,928         4,479 
                                                                         ---------------  -------------  --------------
  Total assets..................................................           $ 81,822          $ 39,950      $ 75,381  
                                                                         ===============  =============  ==============    
                                                                           
   LIABILITIES AND STOCKHOLDERS' EQUITY 

Current liabilities:
 Accounts payable...............................................           $ 11,356          $  8,033      $  14,116 
 Accrued expenses...............................................              3,569             2,132          4,161 
 Accrued customer returns.......................................              3,838             2,008          4,779 
 Short-term borrowings..........................................              9,571               697              - 
 Current portion of long-term debt..............................              1,017               971            837 
                                                                         ---------------  -------------  --------------
  Total current liabilities.....................................             29,351            13,841         23,893 
                                                                                                                     
                                                                              
Long-term debt, less current portion............................              7,296             4,311          8,346  

Commitments                                                                                                          

Stockholders' equity:                                                                                                  
 Special preferred stock (par value $0.01) 1,000,000 shares                                                            
  authorized....................................................                  -                 -              -   
 Common stock (par value $0.01) 15,000,000 shares authorized,                                                          
  6,298,007, 4,534,157 and 6,098,480 shares issued and 
  outstanding as of March 28, 1998, March 29, 1997 and 
  December 27, 1997,  respectively..............................                 63                45             61     
 Additional paid-in capital.....................................             58,900            40,115         58,041           
 Unrealized loss on marketable securities.......................               (108)             (149)          (105)     
 Accumulated deficit............................................            (13,680)          (18,213)       (14,855)    
                                                                         ---------------  -------------  --------------
  Total stockholders' equity....................................             45,175            21,798          43,142    
                                                                         ---------------  -------------  --------------
  Total liabilities and stockholders' equity....................           $ 81,822          $ 39,950      $   75,381    
                                                                         ===============  =============  ==============    
 
</TABLE>
                                        



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

                                       3
<PAGE>
 
                             DM MANAGEMENT COMPANY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                       THREE MONTHS ENDED
                                                                                 -------------------------------
                                                                                     MARCH 28,       MARCH 29,
                                                                                       1998             1997
                                                                                 --------------    -------------
<S>                                                                              <C>               <C>
 
Net sales...............................................................         $     44,792      $    24,543 
Costs and expenses:                                                                                            
     Product............................................................               20,441           10,852
     Operations.........................................................                8,707            4,301
     Selling............................................................               10,364            6,314
     General and administrative.........................................                3,537            2,128
     Interest, net......................................................                 (184)              61 
                                                                                 --------------    -------------
Income before income taxes..............................................                1,927              887     
                                                                                                   
Provision for income taxes..............................................                  752              346
                                                                                 --------------    -------------
Net income..............................................................         $      1,175      $       541
                                                                                 ==============    ============= 
NET INCOME PER SHARE:                                                                              
Basic:                                                                                             
     Net income per share...............................................         $       0.19      $      0.12              
                                                                                 ==============    ============= 
     Weighted average shares outstanding................................                6,191            4,510 

Diluted:                                                                                           
      Net income per share..............................................         $       0.17      $      0.11
                                                                                 ==============    ============= 
      Weighted average shares outstanding...............................                6,869            4,962
 
 
</TABLE>


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

                                       4
<PAGE>
 
                             DM MANAGEMENT COMPANY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)


                                        
<TABLE>
<CAPTION>
                                                                                          THREE MONTHS ENDED
                                                                                --------------------------------------
                                                                                   MARCH 28,               MARCH 29,
                                                                                     1998                     1997
                                                                                ---------------          --------------
<S>                                                                             <C>                      <C>
Cash flows from operating activities:
     Net income...............................................................    $     1,175              $     541 
Adjustments to reconcile net income to net cash used in operating activities:         
     Depreciation.............................................................            618                    337 
     Liability for expected losses............................................              -                    (49) 
Changes in assets and liabilities:                                                    
     (Increase) decrease in inventory.........................................         (3,525)                   258   
     (Increase) decrease in prepaid catalog expenses..........................          2,998                 (1,487)  
     Increase in other current assets.........................................           (412)                  (690)  
     Increase (decrease) in accounts payable and accrued expenses.............         (3,352)                   145   
     Increase (decrease) in accrued customer returns..........................           (941)                   699    
                                                                                ---------------          --------------
Net cash used in operating activities.........................................         (3,439)                  (246)    
                                                                                       
Cash flows used in investing activities:                                              
     Additions to property and equipment......................................         (6,361)                  (245)
                                                                                ---------------          --------------
Net cash used in investing activities.........................................         (6,361)                  (245)
                                                                                               
Cash flows provided by financing activities:                                                                         
     Borrowings under debt agreements.........................................         18,731                  4,465 
     Payments of debt borrowings..............................................        (10,029)                (4,043)
     Proceeds from stock transactions.........................................            861                     68 
                                                                                ---------------          --------------
Net cash provided by financing activities.....................................          9,563                    490 
                                                                                               
Net decrease in cash and cash equivalents.....................................           (237)                    (1) 
                                                                                                                     
Cash and cash equivalents at:                                                                                         
     Beginning of period......................................................         19,260                    384  
                                                                                ---------------          --------------
     End of period............................................................    $    19,023              $     383  
                                                                                ===============          ==============  
</TABLE>



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

                                       5
<PAGE>
 
                             DM MANAGEMENT COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

  The financial statements included herein have been prepared by DM Management
Company (the "Company"), without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission, and in the opinion of management contain
all adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows for
the interim periods presented.  The results of operations for such interim
periods are not necessarily indicative of the results to be expected for the
full year.  Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to such rules and regulations.
Accordingly, although the Company believes that the disclosures are adequate to
make the information presented not misleading, these financial statements should
be read in conjunction with the consolidated financial statements and the notes
thereto included in the Company's Annual Report to Stockholders for the fiscal
year ended December 27, 1997.

A.  DEBT:

  The Company's credit facilities at March 28, 1998 consisted of (i) a
$1,650,000 real estate loan (the "Real Estate Loan"); (ii) a $3,600,000 term
loan (the "Term Loan");  (iii) an $8,500,000 revolving line of credit (the
"Revolver");  (iv) a $17,000,000 line of credit (the "Line of Credit"); and (v)
a $4,300,000 short-term note (the "Short-Term Note").  All of the Company's
credit facilities are collateralized  by a security interest in substantially
all assets of the Company. These credit facilities contain various lending
conditions and covenants, including restrictions on permitted liens and required
compliance with certain financial coverage ratios.

  Payments on the Real Estate Loan are due monthly, based on a 15-year
amortization, with the remaining balance payable on July 30, 2002.  Interest on
the Real Estate Loan is fixed at 6.81% per annum until August 31, 1999, at which
time the Company may select from several interest rate options.  Payments on the
Term Loan are due quarterly through its maturity on June 1, 2002.  The Term Loan
provides for several interest rate options.  At March 28, 1998, the Term Loan
bore interest at 7.19% per annum.  The Revolver provides for several interest
rate options and expires on June 1, 1999.  At March 28, 1998, borrowings under
the Revolver bore interest at 8.5%. The Company is required to pay a commitment
fee of 1/8th of 1% per annum on the unused portion of the Revolver commitment.
Borrowings under the Line of Credit bear interest at LIBOR plus 125 base points
repriced monthly and are payable in full on December 31, 1998.  The Company is
not required to pay a commitment fee on the unused portion of the Line of Credit
commitment.  There was $5,271,000 outstanding under the Line of Credit at March
28, 1998.  The Short-Term Note matures on December 31, 1998 and bears interest
at 7.06% per annum.

  A summary of the Company's outstanding long-term debt follows (in thousands):
<TABLE>
<CAPTION>
                                                               MARCH 28,       MARCH 29,      DECEMBER 27,
                                                                  1998            1997            1997
                                                             --------------  --------------  --------------
<S>                                                          <C>             <C>             <C>
Real estate loans.................................              $1,586              $1,393           $1,613     
Term loans........................................               3,240               3,800            7,540     
Revolving credit facilities.......................               3,460                   -                -     
Capitalized lease obligations.....................                  27                  89               30     
                                                             --------------  --------------  --------------
     Total long-term debt.........................               8,313               5,282            9,183     
Less current maturities...........................               1,017                 971              837     
                                                             --------------  --------------  --------------
     Long-term debt, less current portion.........              $7,296              $4,311           $8,346     
                                                             ==============  ==============  ==============     
                                                               
</TABLE>

                                       6
<PAGE>
 
                             DM MANAGEMENT COMPANY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                  (UNAUDITED)

B.  NET INCOME PER SHARE:

  The Company calculates net income per share ("EPS") in accordance with
Statement of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per
Share."  Basic EPS excludes potentially dilutive securities and is computed by
dividing net income available to common stockholders by the weighted average
number of common shares outstanding during the period.  Diluted EPS  reflects
the potential dilution that could occur if securities or other contracts to
issue common shares were exercised or converted into common shares that then
shared in the earnings of the entity.  EPS data for the quarter ended March 29,
1997 has been restated to conform to the provisions of SFAS 128.  A
reconciliation of the numerators and denominators of  the basic and diluted net
income per share calculation follows (in thousands, except per share data):
<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED
                                                                -----------------------------
                                                                  MARCH 28,       MARCH 29,
                                                                     1998           1997
                                                                --------------  -------------
<S>                                                             <C>             <C>
Numerator:
   Net income................................................     $      1,175       $  541 
                                                                ==============  ============= 
Denominator (shares):                                                                       
   Basic weighted average shares outstanding.................            6,191        4,510 
   Assumed exercise of stock options.........................              678          452 
                                                                --------------  -------------
   Diluted weighted average shares outstanding...............            6,869        4,962 
                                                                ==============  ============= 
Net income per share:                                                             
     Basic...................................................     $       0.19       $ 0.12
     Diluted.................................................     $       0.17       $ 0.11 
                                                                                               
</TABLE>


C.  RECLASSIFICATIONS:

     Certain financial statement amounts have been reclassified to be consistent
with current period presentation.

D.  RECENT ACCOUNTING STANDARDS:

     In June 1997 the Financial Accounting Standards Board (the "FASB") issued
Statement No. 130 ("SFAS 130"), "Reporting Comprehensive Income."  The Company
has determined that the impact of this statement is immaterial to these
consolidated financial statements.

     In June 1997 the FASB issued Statement No. 131, ("SFAS 131"), "Disclosures
about Segments of an Enterprise and Related Information" which establishes new
standards for the way public companies report information about operating
segments and requires companies to report selected segment information quarterly
to stockholders.  This statement is effective for financial statements for
periods beginning after December 15, 1997 and requires comparative information
for earlier years to be restated.  This statement need not be applied to interim
financial statements in the initial year of its application.  Management is
currently evaluating the effect of this statement on its reporting of segment
information.

                                       7
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following discussion contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which
involves risks and uncertainties.  For this purpose, any statements contained
herein or incorporated herein that are not statements of historical fact may be
deemed to be forward-looking statements.  Without limiting the generality of the
foregoing, the words "anticipates," "plans," "expects" and similar expressions
are intended to identify forward-looking statements.  The Company's actual
results, performance or achievements  may differ significantly from the results
discussed in or implied by the forward-looking statements.  Factors that might
cause such a difference include, but are not limited to the following:  changes
in consumer spending and consumer preferences; general economic and business
conditions; increasing competition in the apparel industry; significant changes
in customer response rates; success of operating initiatives; delays in
completing construction of the Company's new Tilton, New Hampshire operations
and fulfillment center; difficulties in managing the transition of operations to
the new Tilton facility; delays in implementing the Company's new order
management and warehouse management systems; failure of the Company or its
significant vendors to become Year 2000 compliant; possible future increases in
operating costs; advertising and promotional efforts; brand awareness; the
existence or absence of adverse publicity; changes in business strategy; quality
of management; availability, terms and deployment of capital; business abilities
and judgement of personnel; availability of qualified personnel; labor and
employee benefit costs; change in, or the failure to comply with, government
regulations; and other factors.

RESULTS OF OPERATIONS

  The following table sets forth the Company's consolidated statements of
operations expressed as a percentage of net sales and certain selected operating
data:

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED
                                                                    ------------------------------
                                                                      MARCH 28,       MARCH 29,
                                                                        1998            1997
                                                                    -------------  ---------------
<S>                                                                 <C>            <C>
CONSOLIDATED STATEMENTS OF OPERATIONS:
Net sales.........................................................         100.0%          100.0%
Costs and expenses:                                                                              
     Product......................................................          45.6            44.2 
     Operations...................................................          19.5            17.5 
     Selling......................................................          23.1            25.7 
     General and administrative...................................           7.9             8.7 
     Interest, net................................................          (0.4)            0.3 
                                                                    -------------  ---------------
Income before income taxes........................................           4.3             3.6 
Provision for income taxes........................................           1.7             1.4 
                                                                    -------------  ---------------
Net income........................................................           2.6%            2.2% 
                                                                    =============  ===============   
SELECTED OPERATING DATA (IN THOUSANDS):                                                            
Catalog circulation (1)                                                   14,800           9,000
Active customers (2)                                                         994             670 
                                                                                                    
                                                                                                    
</TABLE>


  (1) In order to more closely match net sales to catalog circulation, the
      Company calculates catalog circulation on a percentage of completion
      basis.  This calculation takes into account the total number of catalogs
      mailed during all periods and the Company's estimate of the expected sales
      life of each catalog edition.  As used throughout this Form 10-Q, the term
      "catalog circulation" refers to circulation of the Company's catalogs
      calculated in such fashion.

  (2) As used throughout this Form 10-Q, the term "active customer" means
      customers who have made a purchase from
      the Company within the previous 24 months.

COMPARISON OF THE THREE MONTHS ENDED MARCH 28, 1998 WITH THE THREE MONTHS ENDED
MARCH 29, 1997

 Net Sales
 During the three months ended March 28, 1998 ("first quarter 1998") net sales
increased by 82.5% to $44.8 million from $24.5 million during the three months
ended March 29, 1997 ("first quarter 1997"). This net sales increase was
primarily attributable to significant sales volume increases from the Company's
J. Jill concept. The net sales growth for the J. Jill concept was primarily
attributable to circulation growth and improved response rates. Net sales for
the Company's Nicole

                                       8
<PAGE>
 
Summers concept remained relatively flat during first quarter 1998 as compared
to first quarter 1997, as the Company focused on improving the concept's 
profitability while maintaining consistent sales levels. Total Company catalog
circulation increased by 64.4% to 14.8 million during first quarter 1998 from
9.0 million during first quarter 1997. The number of active customers grew to
994,000 at March 28, 1998 from 670,000 at March 29, 1997, an increase of 48.4%.
This increase in active customers was achieved through aggressive prospecting
primarily in the J. Jill concept during first quarter 1998.

 Product
  Product costs consist primarily of merchandise acquisition costs (net of term
discounts and advertising allowances), including freight costs, and provisions
for markdowns.  During first quarter 1998 product costs increased by 88.4% to
$20.4 million from $10.9 million during first quarter 1997.  As a percentage of
net sales,  product costs increased to  45.6% during first quarter 1998 from
44.2% during first quarter 1997.  The increase in product costs as a percentage
of net sales is primarily attributable to a new strategic merchandising
initiative implemented during first quarter 1998.  This initiative was designed
to maximize the recovery rate of "wear-now" carry-over items and minimize future
potential markdowns by offering moderately discounted fall season merchandise in
the Company's early Spring season catalogs. The Company does not currently
expect further increases in product costs as a percentage of net sales during
fiscal 1998.

 Operations
  Operating expenses consist primarily of order processing costs, such as
telemarketing, customer service, fulfillment, shipping, warehousing and credit
card processing costs.  During first quarter 1998 operating expenses increased
by 102.4% to $8.7 million from $4.3 million during first quarter 1997.  As a
percentage of net sales, operating expenses increased to 19.5% during first
quarter 1998 from 17.5% during first quarter 1997.  The Company's recent growth
has accelerated its need to increase its fulfillment capacity.  The Company
currently fulfills orders out of its Meredith, New Hampshire facility and two
leased interim satellite facilities.  This arrangement has generated operational
inefficiencies, as well as increased costs, both of which are expected to
continue through the first year of operation in the Company's new Tilton, New
Hampshire facility, which is currently under construction.  Also during first
quarter 1998 the Company experienced higher shipping costs as compared to first
quarter 1997.  First quarter 1997 shipping costs reflect the favorable pricing
terms associated with the Company's contract with Airborne Express which expired
in August 1997.  The Company currently expects the ratio of operating expenses
to net sales to improve by fiscal 2000.

 Selling
  Selling expenses consist primarily of the cost to produce, print and
distribute catalogs.  During first quarter 1998 selling expenses increased by
64.1% to $10.4 million from $6.3 million during first quarter 1997.  As a
percentage of  net sales, selling expenses decreased to 23.1% during first
quarter 1998 from  25.7% during first quarter 1997.  This decrease was primarily
the result of  improved catalog productivity in first quarter 1998 as compared
to first quarter 1997.  The Company does not currently expect further decreases
in selling expenses as a percentage of net sales.

 General and Administrative
  General and administrative expenses consist primarily of executive, marketing,
information systems and finance expenses. During first quarter 1998 general and
administrative expenses increased by 66.2% to $3.5 million from $2.1 million
during first quarter 1997. This increase is primarily attributable to increased
management infrastructure, increased outside consulting fees and increased
depreciation and occupancy costs. As a percentage of net sales, general and
administrative expenses decreased to 7.9% during first quarter 1998 from 8.7%
during first quarter 1997.

 Income Taxes
  The Company provides for income taxes at an effective tax rate that includes
the full federal and state statutory tax rates.  The Company's effective tax
rate for first quarter 1998 and first quarter 1997 was 39.0%.

LIQUIDITY AND CAPITAL RESOURCES

  During first quarter 1998, the Company funded its working capital needs
through cash generated from operations and through use of its credit facilities.
The Company used working capital to support costs incurred in advance of revenue
generation, primarily inventory acquisition and catalog development, production
and mailing costs incurred prior to the beginning of each selling season.  The
Company has two selling seasons which correspond to the fashion seasons.  The
Fall season begins in July and ends in December.  The Spring season begins in
January and ends in early July.

  The Company's credit facilities at March 28, 1998 consisted of (i) a $1.7
million real estate loan (the "Real Estate Loan"); (ii) a $3.6 million term loan
(the "Term Loan"); (iii) an $8.5 million revolving line of credit (the
"Revolver"); (iv) a $17.0 million line of credit (the "Line of Credit"); and (v)
a $4.3 million short-term note (the "Short-Term Note").  All of the Company's
credit facilities

                                       9
<PAGE>
 
are collateralized by a security interest in substantially all assets of the
Company. These credit facilities contain various lending conditions and
covenants, including restrictions on permitted liens and required compliance
with certain financial coverage ratios.

  Payments on the Real Estate Loan are due monthly, based on a 15-year
amortization, with the remaining balance payable on July 30, 2002.  Interest on
the Real Estate Loan is fixed at 6.81% per annum until August 31, 1999, at which
time the Company may select from several interest rate options.  Payments on the
Term Loan are due quarterly through its maturity on June 1, 2002. The Term Loan
provides for several interest rate options.  At March 28, 1998, the Term Loan
bore interest at 7.19% per annum.  The Revolver provides for several interest
rate options and expires on June 1, 1999.  At March 28, 1998, borrowings under
the Revolver bore interest at 8.5%.  The Company is required to pay a commitment
fee of 1/8th of 1% per annum on the unused portion of the Revolver commitment.
There was approximately $3.5 million outstanding under the Revolver at March 28,
1998.  Borrowings under the  Line of Credit bear interest at LIBOR plus 125
basis points repriced monthly and are payable in full on December 31, 1998.  The
Company is not required to pay a commitment fee on the unused portion of the
Line of Credit commitment.  There was $5.3 million outstanding under the Line of
Credit at March 28, 1998.  The Short-Term Note matures on December 31, 1998 and
bears interest at 7.06% per annum.

  The Company had considerably more liquidity at March 28, 1998 than at March
29, 1997, as cash and cash equivalents totaled $19.0 million versus $0.4 million
at these respective dates.  The increase in cash and cash equivalents was
primarily attributable to proceeds received from the Company's second public
offering, which was completed in 1997.   The Company received approximately
$17.5 million in net proceeds from the offering.  Cash used in investing
activities totaled $6.4 million during first quarter 1998 and $0.2 million
during first quarter 1997.  During first quarter 1998 investing activities
include approximately $5.0 million in construction costs related to the
Company's new operations and fulfillment center in Tilton, New Hampshire.

  Inventory levels at March 28, 1998 were 94.7% higher than at March 29, 1997,
primarily due to the past and future projected growth in the business.  Prepaid
catalog expenses at March 28, 1998 were 17.2% lower than at March 29, 1997
primarily due to the timing of  the Company's mailings.

  In fiscal 1997 the Company began constructing a new operations and fulfillment
center in Tilton, New Hampshire.  This new facility is expected to be
operational by early 1999. The estimated cost of this new facility, including
land, construction and equipment, ranges from $36.0 million to $38.0 million, of
which approximately $10.9 million had been spent as of March 28, 1998. The
Company intends to finance the cost of this new facility with a portion of the
net proceeds from its recently completed public offering, bank financing and by
other financing arrangements, which may include, without limitation, additional
bank financing, a sale-leaseback transaction or government sponsored financing.
The Company is also in the process of upgrading its information systems,
including implementing new order management and warehouse management systems.
Total expenditures for this purpose are estimated at approximately $4.0 million,
of which approximately $1.6 million had been spent as of March 28, 1998.

FUTURE CONSIDERATIONS

  The Company is currently planning to introduce an assortment of bed, bath and
gift items in one of its Fall 1998 J. Jill catalogs.  The Company does not
expect this offering to significantly affect its financial condition, results of
operations or cash flows during fiscal 1998.  In addition, the Company plans to
circulate its first bed, bath and gift edition of the J. Jill catalog in the
Spring of 1999.

RECENT ACCOUNTING STANDARDS

  In June 1997 the Financial Accounting Standards Board (the "FASB") issued
Statement No. 130 ("SFAS 130"), "Reporting Comprehensive Income".  The Company
has determined that the impact of this statement is immaterial to its
consolidated financial statements.

  In June 1997 the FASB issued Statement No. 131, ("SFAS 131"), "Disclosures
about Segments of an Enterprise and Related Information" which establishes new
standards for the way public companies report information about operating
segments and requires companies to report selected segment information quarterly
to stockholders.  This statement is effective for financial statements for
periods beginning after December 15, 1997 and requires comparative information
for earlier years to be restated.  This statement need not be applied to interim
financial statements in the initial year of its application.  Management is
currently evaluating the effect of this statement on its reporting of segment
information.

                                       10
<PAGE>
 
                          PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


  (1)  EXHIBITS

CERTIFICATE OF INCORPORATION AND BY-LAWS

  3.1  Restated Certificate of Incorporation of the Company (included as Exhibit
       4.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended
       September 25, 1993, File No. 0-22480, and incorporated herein by
       reference)

  3.2  By-Laws of the Company, as amended (included as Exhibit 3.2 to the
       Company's Current Report on Form 8-K dated January 14, 1997, File No. 0-
       22480, and incorporated herein by reference)

MATERIAL CONTRACTS

 10.1  Contract dated April 1, 1998, between the Company and Designed Conveyor
       Systems, Inc.

FINANCIAL DATA SCHEDULE

 27.1  Financial Data Schedule


 (2)   REPORTS ON FORM 8-K

       The Company has not filed any reports on Form 8-K during the quarter
       ended March 28, 1998.

                                       11
<PAGE>
 
                                    SIGNATURE


  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.



                                         DM MANAGEMENT COMPANY



Dated:  May 11, 1998                     By:  /s/ Olga L. Conley
                                             ----------------------------------
                                                 Olga L. Conley
                                                 Authorized Officer
                                                 Vice President - Finance, Chief
                                                 Financial Officer and Treasurer
                                                 (Principal Financial and
                                                 Accounting Officer)

                                       12
<PAGE>
 
                             DM MANAGEMENT COMPANY
                                   FORM 10-Q
                     FOR THE QUARTER ENDED MARCH 28, 1998
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 
EXHIBIT  NO.     DESCRIPTION
------------     ----------- 
                 
<C>              <S> 
                 
                 MATERIAL CONTRACTS
                 
10.1             Contract dated April 1, 1998, between the Company and
                 Designed Conveyor Systems, Inc. (certain exhibits omitted)
                 
                 FINANCIAL DATA SCHEDULE
                
27.1             Financial Data Schedule

</TABLE>

                                       13