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 Quarter Ended October 30, 1999

                         Commission File Number 0-28410


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


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


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


Registrant's telephone number, including area code          (718) 409-2000
                                                     ---------------------------

Indicate by a 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 as 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
                    -----                            -----

Number of shares outstanding of Registrant's Common Stock and Class B Common
Stock, as of December 10, 1999; 9,053,967 and 26,087, respectively.

<PAGE>

                                Loehmann's, Inc.
                             (Debtor-in-possession)


                                    Contents




Part I--Financial Information

Item 1. Financial Statements (Unaudited)

Balance Sheets--October 30, 1999 and January 30, 1999 ....................     3
Statements of Operations--Quarters and nine months ended
  October 30, 1999 and October 31, 1998 ..................................     4
Statements of Cash Flows--Quarters and nine months ended
  October 30, 1999 and October 31, 1998 ..................................     5

Notes to Financial Statements ............................................     6

Item 2. Management's Discussion and Analysis of Results of Operations
        and Financial Condition ..........................................     8

Part II--Other Information

Item 3. Defaults Upon Senior Securities ..................................    12

Item 5. Other Information ................................................    12

Item 6. Exhibits and Reports on Form 8-K .................................    13

Signature ................................................................    14


                                       2

<PAGE>

                                Loehmann's, Inc.
                             (Debtor-in-possession)

                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                                October 30,         January 30,
                                                                                   1999                  1999
                                                                                -------------------------------
                                                                                Unaudited
                                                                                     (In thousands, except
                                                                                          share data)
<S>                                                                             <C>                 <C>
Assets
Current assets:
   Cash and cash equivalents                                                    $   2,357           $   1,325
   Accounts receivable and other assets                                             6,683               4,883
   Merchandise inventory                                                           63,613              69,605
                                                                                ---------           ---------
Total current assets                                                               72,653              75,813

Property, equipment and leaseholds                                                 56,763              71,462
Deferred debt issuance costs and other assets, net                                  3,512               3,195
Purchase price in excess of net assets acquired, net                               37,248              38,223
                                                                                ---------           ---------
Total assets                                                                    $ 170,176           $ 188,693
                                                                                =========           =========

Liabilities and common stockholders' equity
Current liabilities:
   Accounts payable                                                             $  11,249          $   25,544
   Accrued expenses                                                                14,216              16,031
   Accrued interest                                                                   115               2,688
   Current portion of long-term debt                                                   70                  70
                                                                                ---------           ---------
Total current liabilities                                                          25,650              44,333

Long-term debt:
   Revolving line of credit                                                        22,732              41,880
   Revenue bonds and notes, less current portion                                      311               2,523
   11 7/8% senior notes                                                                 -              95,000
                                                                                ---------           ---------
Total long-term debt                                                               23,043             139,403

   Liabilities subject to compromise                                              142,704                   0

Other noncurrent liabilities                                                        3,855                 339

Stockholders' equity:
   Common stock, $0.01 par value, 25,000,000 shares authorized; 9,053,967
     and 9,052,607 shares issued and outstanding at October 30, 1999 and               90                  90
     January 30, 1999, respectively
   Class B convertible common stock, 469,237 shares authorized; 26,087 shares
     issued and outstanding at October 30, 1999 and January 30, 1999                  142                 142
   Additional paid-in capital                                                      81,758              81,758
   Accumulated deficit                                                           (107,066)            (77,372)
Total stockholders' equity                                                        (25,076)              4,618
                                                                                ---------           ---------
Total liabilities and stockholders' equity                                      $ 170,176           $ 188,693
                                                                                =========           =========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                        3

<PAGE>

                                Loehmann's, Inc.
                             (Debtor-in-possession)

                      Statements of Operations (Unaudited)

<TABLE>
<CAPTION>
                                                                    Quarter Ended                     Nine Months Ended
                                                    October 30,      October 31,     October 30,       October 31,
                                                       1999             1998              1999             1998
                                                    ----------------------------------------------------------------
                                                                          (In thousands, except per share data)
<S>                                                 <C>              <C>             <C>               <C>
Net sales                                           $ 93,962         $ 112,005       $ 292,141         $ 319,290
Cost of sales                                         60,511            74,081         200,953           213,002
                                                    --------         ---------       ---------         ---------
Gross profit                                          33,451            37,924          91,188           106,288

Selling, general and administrative expenses          26,956            30,450          88,107            85,283
Depreciation and amortization                          2,736             3,001           9,102             9,050
                                                    --------         ---------       ---------         ---------
Operating income (loss)                                3,759             4,473          (6,021)           11,955

Interest expense, net                                    525             3,610           5,363            10,881
                                                    --------         ---------       ---------         ---------
Income (loss) before reorganization items, income
  taxes and extraordinary items                        3,234               863         (11,384)            1,074

Reorganization items                                   2,833                 -         (18,231)                -
                                                    --------         ---------       ---------         ---------
Income (loss) before income taxes and
  extraordinary item                                   6,067               863         (29,615)            1,074

Provision for income taxes                                14                33              80               121
                                                    --------         ---------       ---------         ---------
Income (loss) before extraordinary item                6,053               830         (29,695)              953

Extraordinary loss on extinguishment of debt               -                 -               -               560
                                                    --------         ---------       ---------         ---------
Net income (loss) applicable to common stock        $  6,053         $     830       $ (29,695)        $     393
                                                    ========         =========       =========         =========
Basic earnings per share:
  Income (loss) before extraordinary items          $   0.67         $    0.09       $   (3.27)        $    0.11
  Extraordinary items                                      -                 -               -              0.07
                                                    --------         ---------       ---------         ---------
  Income (loss) after extraordinary item            $   0.67         $    0.09       $   (3.27)        $    0.04
                                                    ========         =========       =========         =========
Diluted earnings per share:
  Income (loss) before extraordinary items          $   0.67         $    0.09       $   (3.27)        $    0.11
  Extraordinary items                                      -                 -               -              0.07
                                                    --------         ---------       ---------         ---------
  Income (loss) after extraordinary item            $   0.67         $    0.09       $   (3.27)        $    0.04
                                                    ========         =========       =========         =========
Weighted average number of common shares
outstanding                                            9,080             9,072           9,080             9,058
Weighted average number of common shares and
common share equivalents outstanding                   9,080             9,168           9,080             9,205
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                        4

<PAGE>

                                Loehmann's, Inc.
                             (Debtor-in-possession)

                      Statements of Cash Flows (Unaudited)


<TABLE>
<CAPTION>
                                                                      Quarter Ended                 Nine Months Ended
                                                            October 30,      October 31,     October 30,       October 31,
                                                                 1999             1998              1999             1998
                                                            ----------------------------------------------------------------
                                                                                     (In thousands)
<S>                                                         <C>              <C>             <C>               <C>
Cash flows used in operating activities
Net income (loss)                                           $  6,053         $    830        $(29,695)         $    393
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
     Reorganization items                                     (3,283)               -          10,368                 -
     Depreciation and amortization                             2,736            3,001           9,101             9,050
     Loss on extinguishment of debt                                -                -               -               560
     Changes in current assets and liabilities:
       Accounts receivable and other assets                    6,947               30          (1,800)           (1,006)
       Merchandise inventory                                 (19,803)         (21,109)          5,992           (22,181)
       Accounts payable                                        6,380           16,371          17,880            17,174
       Accrued expenses                                        3,630            2,194          11,204            (5,588)
       Accrued interest                                         (184)           2,799           3,099             3,065
                                                            ----------------------------------------------------------------
     Net changes in current assets and liabilities:           (3,030)             285          36,375            (8,536)

     Net change in other noncurrent assets and liabilities       111             (275)           (487)           (1,370)
                                                            ----------------------------------------------------------------
Total adjustments, net                                        (3,466)           3,011          55,357              (296)
                                                            ----------------------------------------------------------------
Net cash provided by  operating activities                     2,587            3,841          25,662                97
                                                            ----------------------------------------------------------------
Cash flows used in investing activities
Capital expenditures                                           (471)           (1,882)         (3,140)           (6,930)
                                                            ----------------------------------------------------------------
Net cash used in investing activities                          (471)           (1,882)         (3,140)           (6,930)
                                                            ----------------------------------------------------------------
Cash flows from financing activities
Borrowings (repayments) under credit facility, net            1,168            (1,599)        (19,148)            6,755
Repayments on revenue bonds and notes                        (2,266)                           (2,212)
Sale of common stock                                              -                 -               -                59
Other financing activities, net                                 (10)              (34)           (130)              (76)
                                                            ----------------------------------------------------------------
Net cash (used in) provided by financing activities          (1,108)           (1,633)        (21,490)            6,738
                                                            ----------------------------------------------------------------
Net  increase (decrease) in cash and cash equivalents         1,008               326           1,032               (95)
Cash and cash equivalents at beginning of period              1,349             1,346           1,325             1,767
                                                            ----------------------------------------------------------------
Cash and cash equivalents at end of period                  $ 2,357          $  1,672         $ 2,357          $  1,672
                                                            ================================================================
Supplemental disclosure of cash flow information
Cash interest paid during period                            $   652          $    820         $ 2,089          $  7,989
                                                            ================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                        5

<PAGE>

                          Notes to Financial Statements

1.   Basis of Presentation

On May 18, 1999 (the "Petition Date") the Company filed a petition for relief
under chapter 11 of the Bankruptcy Code (the "Bankruptcy Code") in the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").
Since the Petition Date, the Company has continued to operate as a
debtor-in-possession under the Bankruptcy Code.

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern, which
principles, except as otherwise disclosed, assume that assets will be realized
and liabilities will be discharged in the normal course of business. As a result
of the Chapter 11 proceedings and circumstances relating to this event,
including the Company's debt structure and its recurring losses, such
realization of assets and liquidation of liabilities are subject to uncertainty,
as is the ability of the Company to continue as a going concern. In the Chapter
11 proceedings, substantially all liabilities as of the Petition Date are
subject to compromise or other treatment under a plan of reorganization. For
financial reporting purposes, those liabilities and obligations whose
disposition is dependent on the outcome of the Chapter 11 proceedings have been
segregated and classified as liabilities subject to settlement in the balance
sheets. Generally, actions to enforce or otherwise effect repayment of all
pre-Chapter 11 liabilities as well as all pending litigation against the Company
are stayed while the Company continues its business operations as a
debtor-in-possession. Schedules have been filed by the Company with the Court
setting forth the assets and liabilities of the Company as of the Petition Date
as reflected in the Company's accounting records. Differences between amounts
reflected in such schedules and claims filed by creditors are currently being
investigated and either amicably resolved or adjudicated. The ultimate amount of
and settlement terms for such are not presently determinable.

Financial accounting and reporting during a chapter 11 case is prescribed in
Statement of Position No. 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code" ("SOP 90-7"). Accordingly,
pre-petition liabilities, which may be subject to settlement, have been
classified as liabilities subject to compromise in the accompanying balance
sheet at October 30, 1999. SOP 90-7 also requires that the Company record all
transactions incurred as a result of the chapter 11 filing separately as
reorganization items on the statement of operations for the three month and nine
month periods ended October 30, 1999.

The Company is operating its business during the reorganization process and has
a $75 million debtor-in-possession financing facility (the "DIP Facility"). The
Company believes that the DIP Facility will allow it 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.
Accordingly, the accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern.

The balance sheet at October 30, 1999 and the statements of operations and cash
flows for the quarters ended October 30, 1999 and October 31, 1998 include, in
the opinion of management, all adjustments (consisting of only normal recurring
adjustments) considered necessary for a fair presentation.


                                        6

<PAGE>

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Certain information and footnote disclosures normally included in financial
statements required by generally accepted accounting principles have been
omitted. Operating results for the quarter ended October 30, 1999 are not
necessarily indicative of the results that may be expected for the fiscal year
ended January 29, 2000. It is suggested that these unaudited financial
statements be read in conjunction with the financial statements and notes for
the fiscal year ended January 30, 1999 included in the Company's Annual Report
on Form 10-K for such year.

2.   Liabilities Subject to Compromise and Reorganization Items

Liabilities subject to compromise in the accompanying balance sheet includes the
following amounts at October 30, 1999:


          11 7/8% senior notes                              $  95,000
          Accounts payable                                     32,175
          Accrued interest on senior notes                      5,672
          Accrued lease rejection claims                        4,150
          Other liabilities                                     5,707
                                                            ---------
          Total liabilities subject to compromise           $ 142,704
                                                            =========

SOP 90-7 requires that the Company record all transactions incurred as a result
of the Chapter 11 filing separately as reorganization items. Accordingly,
reorganization items included in the statements of operations include the
following for the nine month period ended October 30, 1999:



          Write-off of asset at closed stores               $ 10,368

          Professional fees                                    4,156
          Accrued lease rejection claims                       4,150
          Proceeds from sale of leases                        (2,365)
          Other                                                1,922
                                                            --------
          Total reorganization costs                        $ 18,231
                                                            ========

3.   Charge for Store Closings

During the second quarter of fiscal 1999, the Company implemented a plan to
close 14 underperforming stores. These closures were intended to improve the
Company's future profitability and liquidity.

The store closures were completed during the third quarter. Net sales and
operating income (loss), including certain specifically allocated charges, for
these stores were $21.0 million and $ (2.0) million for the nine months ended
October 30, 1999 and $31.9 million and $0.2 million for the same period in the
prior year.

During the quarter ended October 30, 1999, certain of the leases of the closed
stores were sold at a Bankruptcy Court authorized auction. The net proceeds from
the sales were $2.4 million. As of


                                        7

<PAGE>

December 10, 1999, the Company has received $1.9 million of such proceeds as the
remaining $0.5 million is subject to certain contingencies. In addition, an
adjustment was made to the amount previously accrued for lease rejection claims
in the amount of $2.7 million. The charge for store closings for the nine months
ended October 30, 1999 consisted of :

          Write-offs of property, plant and equipment       $10,368
          Lease rejection claims                              4,150
          Proceeds from the sale of leases                   (2,365)
          Other expenses                                        572
                                                            -------
          Charge for store closings                         $12,725
                                                            =======

4.   Income Taxes

The provision for income taxes primarily represents alternative minimum tax and
state and local taxes for states that do not allow net operating loss
carryforwards.


5.   Use of Estimates

The preparation of the financial statements in conformity with generally
accepted accounting principles for interim financial information requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual amounts could differ
from the estimates.


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

Reorganization

Due to sales, gross margin and EBITDA levels in April 1999 being under plan,
especially in the latter part of the month, there was substantial risk that the
Company would be unable to secure sufficient trade credit for the second half of
the 1999 fiscal year. As a result on May 18, 1999 the Company filed a petition
for relief under chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware. Since the Petition Date, the
Company has continued to operate as a debtor-in-possession under the Bankruptcy
Code.

The Company's management is in the process of developing a reorganization plan
and continues to evaluate its operations. Until a reorganization plan is
confirmed by the Bankruptcy Court, payments of pre-petition liabilities are
limited to those approved by the Bankruptcy Court.

As a result of the chapter 11 filing, the Company has defaulted on certain
indebtedness. See "Part II Item 3 - Defaults Upon Senior Securities".


                                        8

<PAGE>

In its chapter 11 case, the Company may sell assets and settle liabilities for
amounts other than those reflected in the financial statements. The
administrative and reorganization expense resulting from the chapter 11 filing
will unfavorably affect results. Moreover, future results may be adversely
affected by other claims and factors resulting from the chapter 11 filing.

Liquidity and Capital Resources

As previously mentioned, the Company has a DIP Facility which provides for a
revolving line of credit and a letter of credit facility aggregating $75.0
million. The DIP Facility expires on the earlier of (a) the second anniversary
of the DIP Facility, (b) the effective date of a plan of reorganization for the
Company, or (c) acceleration following the occurrence of an event of default.
The availability of the revolving line of credit and letters of credit under the
DIP Facility is subject to certain inventory- related borrowing base
requirements. The indebtedness under the DIP Facility bears interest at variable
rates based on LIBOR plus 2.25% or the prime rate plus 0.5%. The DIP Facility
contains certain customary covenants (including limitations on indebtedness,
liens and restricted payments) but does not contain any financial covenants. The
DIP Facility is secured by substantially all of the Company's assets. As of
December 6, 1999 the Company had borrowings of $17.0 million and letters of
credit of $2.2 million outstanding under the DIP Facility, with $23.6 million of
remaining availability for borrowings under the DIP Facility. The Company
intends to use the DIP Facility during the pendency of the chapter 11 case to
finance its working capital and capital expenditure requirements.

As a result of operating as a debtor-in-possession, cash provided by operations
for the nine months ended October 30, 1999, was $25.7 million, of which $19.1
million was used to repay borrowings under the Company's DIP Facility. For the
three months ended October 30, 1999, $2.6 million of cash was generated from
operations and borrowings on the Company's credit line were $1.2 million.

As previously noted, the Company is currently operating its business as a
debtor-in-possession under chapter 11 of the Bankruptcy Code. Continuation of
the Company as a going concern is contingent upon, among other things,
confirmation by the Bankruptcy Court of a reorganization plan, the Company's
ability to return to profitability and generate sufficient cash from operations.

The Company believes that cash generated from operations and funds available
under the DIP Facility will be sufficient to satisfy its cash requirements
through fiscal 1999.

Results of Operations - Comparison of the Quarters Ended October 30, 1999 and
October 31, 1998

Net sales for the thirteen week period ended October 30, 1999, were $94.0
million as compared to $112.0 million for the comparable period in the prior
year, a decrease of approximately $18.0 million or 16.1%. Comparable store sales
(sales at stores that were in operation for both periods) decreased by 6.3%. The
Company believes that the overall sales decline is attributable to a reduction
of promotional activity, which decreased sales but had a positive impact on
gross margin.

Gross margin for the thirteen week period ended October 30, 1999, was $33.5
million as compared to $37.9 million for the same period in the prior year.
Gross margin percentage increased to 35.6% from 33.9% in the prior year period.
The increase in gross margin percentage was due primarily to lower


                                        9

<PAGE>

markdowns. As part of the Company's strategic initiatives, it has put renewed
emphasis on offering everyday low prices in the stores and has reduced its
point-of-sale markdowns and price promotions.

Selling, general and administrative expenses for the thirteen week period ended
October 30, 1999, were $27.0 million as compared to $30.5 million during the
same period in the prior year, a decrease of $3.5 million, or 11.5%. The
decrease was due primarily to the closing of fourteen stores at the end of July
1999.

Depreciation and amortization expense for the thirteen week period ended October
30, 1999, was $2.7 million as compared to $3.0 million for the same period in
the prior year.

Reorganization items resulted in $2.8 million of income due to the (1) net
proceeds of $2.4 million from the sale of leases at the closed stores, (2) a
reversal of an accrual for lease termination costs of $3.2 million and (3)
reorganization expenses of $2.8 million.

Net interest expense for the thirteen week period ended October 30, 1999 was
$0.5 million as compared to $3.6 million for the same period in the prior year,
a decrease of approximately $3.1 million or 85.4%. Interest expense for the same
period last year included interest of $2.8 million on the 11 7/8% senior notes
(the "Senior Notes"). No interest has been accrued on the Senior Notes since the
Petition Date. (See "Liquidity and Capital Resources").


Results of Operations--Comparison of the Nine Months Ended October 30, 1999 and
October 31, 1998

Sales for the nine month period ended October 30, 1999 were $292.1 million
versus $319.3 million during the comparable period last year, a decrease of
$27.1 million, or 8.5%. Comparable store sales (stores that were in operation
for both periods) decreased by 5.1%. The Company believes that the overall sales
decline is partially attributable to the second quarter impact of its chapter 11
filing and the reduced promotional activity in the third quarter.

Gross margin for the nine month period ended October 30, 1999 was $91.2 million,
as compared to $106.3 million for the comparable period last year, a decrease of
$15.1 million, or 14.2%. Gross margin percentage decreased to 31.2% from 33.3%
in the comparable period last year. The decrease in gross margin was due
primarily to an inventory liquidation charge of $6.1 million at the closed
stores. Gross margin from ongoing operations was $92.1 million or 34.0% as a
percentage of net sales.

Selling, general and administrative expenses for the nine month period ended
October 30, 1999 were $88.1 million as compared to $85.3 million during the
comparable period last year, an increase of approximately $2.8 million, or 3.3%.
As a percentage of net sales, selling, general and administrative expenses were
30.2% versus 26.7% during the comparable period last year. The increase in
selling, general and administrative expenses was due primarily to an increase in
advertising expense of $2.0 million in the first six months of the year compared
to last year.


                                       10

<PAGE>

Depreciation and amortization for the nine month period ended October 30, 1999
was $9.1 million as compared to $9.0 million for the comparable period last
year, an increase of approximately $0.1 million, or 0.6%.

The Company has provided for a charge in the amount of $12.7 million for the
closing of 14 stores. This charge consists of the write-off of property, plant
and equipment, closing expenses and costs associated with lease rejection claims
of $10.4 million, $0.6 million and $4.2 million, respectively. These charges
were offset by the proceeds from the sales of leases of $2.4 million. The
Company also incurred $5.5 million of other reorganization costs including $4.2
million for professional fees, $0.9 million for severance costs and $0.4 million
for other reorganization costs.

Net interest expense for the nine month period ended October 30, 1999 was $5.4
million versus $10.9 million for the comparable period last year, a decrease of
$5.5 million, or 50.7%. Interest expense has not been accrued on the Senior
Notes since the Petition Date and as a result interest expense for the thirty
nine week period ending October 30, 1999 on the Senior Notes was $3.3 million
compared to $8.5 million for the same period last year. (See "Liquidity and
Capital Resources").


Year 2000

The Year 2000 ("Y2K") issue is caused by the fact that computers read dates as
two digit numbers. For example, a computer reads the year "1998" as "98". As a
result, in the year 2000, computers may be unable to distinguish between the
year 1900 and the year 2000, possibly resulting in computer malfunctions or
failures.

The efficient operation of the Company's business is dependent in part on its
computer software programs and operating system (collectively, "Programs and
Systems"). These Programs and Systems are used in several key areas of the
Company's business, including purchasing, inventory management, point-of-sale
and financial reporting, as well as in various administrative functions. Certain
of these Programs and Systems are maintained by third-party software providers.

The Company addressed the Y2K issue in three phases: (1) inventory, (2)
assessment, and (3) remediation and testing. The Company has completed all three
phases of the process and believes that its Programs and Systems are Y2K
compliant. The majority of this work was performed by third-party software
providers, often as part of existing software maintenance agreements.

The Company has communicated with its service providers, financial institutions
and suppliers to determine their Y2K state of readiness and the extent to which
the failure of any of these systems may impact the Company's operations.

Based upon current information, the Company estimates that the costs of
addressing the Y2K Issue have not been material. The expenditures for the
Company's Y2K project as of October 30, 1999 were approximately $1.4 million.
The Company currently estimates that the aggregate cost of its Y2K project to be
$1.5 million.


                                       11

<PAGE>

The Company believes that its Programs and Systems, which support its critical
functions, will be ready for the transition to the Year 2000. There can be no
assurance, however, that similar unresolved issues for key third parties
(including financial services, suppliers and transportation services) will not
cause an adverse effect on the Company. Due to uncertainties inherent in the Y2K
Issue, the Company has developed various courses of action to mitigate the
effect of any unforeseen disruptions resulting from failures either by the
Company's computer systems, or those of other companies on which the Company's
systems and operations rely. Although the Company believes that its efforts to
address the Y2K issue will be sufficient to avoid material adverse impact on the
Company, there can be no assurance that these efforts will be fully effective.
Part II. Other Information

Item 3.   Defaults Upon Senior Securities.

As previously disclosed, in connection with the chapter 11 filing, the Company
did not make the interest payment on its Senior Notes due 2003, which payment
was due on May 17, 1999. As of the Petition Date, $100.6 million in unpaid
principal and interest of such notes was outstanding. Since the notes are an
unsecured obligation, the Company is not required to pay interest during its
chapter 11 case.

Item 5.   Other Information

Other Information

This Quarterly Report on Form 10-Q and in particular Management's Discussion and
Analysis of Financial Condition and Results of Operations contain
forward-looking statements within the Securities Exchange Act of 1934. The
Company's actual results of operations and future financial condition may differ
materially from those expressed or implied in any such forward-looking
statements as a result of many factors, including factors that may be beyond the
Company's control. The Company is currently operating its business as
debtor-in-possession under chapter 11 of the Bankruptcy Code. Continuation of
the Company as a going concern is contingent upon its ability to comply with its
debtor-in-possession financing facility, the Company's ability to generate
sufficient cash from operations and its ability to obtain financing sources to
meet its future obligations. Other factors that may cause actual results of
operations and future financial condition to differ from those expressed or
implied in any forward-looking statements contained herein include adverse
changes in relationships with key factors and vendors, changes in consumer
preferences, competition from existing and potential competitors, key
third-party compliance with the Year 2000 issue and general economic conditions.

The Company cautions that the foregoing list of important factors is not
exclusive. The Company does not undertake to update any forward-looking
statements contained herein or that may be made from time to time by or on
behalf of the Company.


                                       12

<PAGE>

Item 6.   Exhibits and Reports on Form 8-K

Exhibits

(a)  Exhibits

     27                  Financial Data Schedule (for SEC use only)

(b)  Reports on Form 8-K:

                         None


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<PAGE>

                                Loehmann's, Inc.

                                    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.



Dated: December 14, 1999


                              Loehmann's, Inc.


                              By /s/ Robert Glass
                                 -----------------------------------------------
                                 Robert Glass
                                 President, Chief Operating Officer and Director


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