SECURITIES AND EXCHANGE COMMISSION

                                              WASHINGTON, D.C. 20549

                                                     FORM 10-Q


     X    Quarterly report pursuant to Section 13 or 15(d) of the Securities 
  ------  Exchange Act of 1934

          For the  quarterly  period  ended  March 28,  1998  Commission  File
          Number 0-27050
                 -------

          Transition report pursuant to Section 13 or 15(d) of the Securities
  ------  Exchange Act of 1934

          For the transition period from               to               
                                           --------         --------

                                 PHAR-MOR, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          PENNSYLVANIA                                         25-1466309       
-------------------------------------------------           --------------------
          (State or other jurisdiction of                   (I.R.S. Employer
          incorporation or organization)                     Identification No.)


          20 Federal Plaza West, Youngstown, Ohio            44501-0400
-------------------------------------------------           --------------------
          (Address of principal executive offices)           (Zip code)


Registrant's telephone number, including area code:          (330) 746-6641
                                                             --------------

          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 by check mark whether the  registrant has filed all documents
and reports  required to be filed by Sections 12, 13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
                                            YES     X         No              
                                                  ------           ------

          As of April 30, 1998,  12,235,865  shares of the  registrant's  common
stock were outstanding.

<PAGE>2

                         PHAR-MOR, INC. AND SUBSIDIARIES

                                    FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 28, 1998


                                    I N D E X


                                                                           Page

Part I:  Financial Information

         Item 1.  Financial Statements

              Condensed Consolidated Balance Sheets as of March 28, 1998 
              and June 28, 1997                                               3

              Condensed Consolidated Statements of Operations for the
              Thirteen Weeks Ended March 28, 1998 and March 29, 1997          4

              Condensed Consolidated Statements of Operations for the
              Thirty-nine Weeks Ended March 28, 1998 and March 29, 1997       5

              Condensed Consolidated Statements of Cash Flows for the
              Thirty-nine Weeks Ended March 28, 1998 and March 29, 1997       6

              Notes to Condensed Consolidated Financial Statements            7

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

Part II: Other Information

         Item 1.  Legal Proceedings                                          11

         Item 2.  Changes in Securities                                      11

         Item 3.  Defaults Upon Senior Securities                            11

         Item 4.  Submission of Matters to a Vote of Security Holders        11

         Item 5.  Other Information                                          11

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

         Signatures                                                          13

         Exhibit Index                                                       14

<PAGE>3

                         PHAR-MOR, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

<TABLE>
<CAPTION>

                                                               (Unaudited)
                                                                 March 28,     June 28,
                                                                    1998          1997   
                                                                    ----          ----   
<S>                                                               <C>          <C>
ASSETS                                                                                                 
Current assets:
Cash and cash equivalents                                         $  39,506    $  79,847
Marketable securities                                                11,546         --
Accounts receivable - net                                            26,043       21,614
Merchandise inventories                                             184,299      169,103
Prepaid expenses and other current assets                             5,232        5,743
                                                                  ---------    ---------
Total current assets                                                266,626      276,307

Property and equipment - net                                         74,407       72,835
Deferred tax asset                                                    9,255        9,255
Other assets                                                          4,374        4,208
                                                                  ---------    ---------

Total assets                                                      $ 354,662    $ 362,605
                                                                  =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable                                                  $  71,236    $  61,808
Accrued expenses and other current liabilities                       36,332       40,534
Current portion of long-term debt and capital lease obligations       9,324        9,155
                                                                  ---------    ---------
Total current liabilities                                           116,892      111,497

Long-term debt and capital lease obligations                        135,068      140,213
Long-term self insurance reserves                                     8,056        8,098
Deferred rent and unfavorable lease liability - net                  12,055       12,493
                                                                  ---------    ---------
Total liabilities                                                   272,071      272,301
                                                                  ---------    ---------

Commitments and contingencies                                          --           --

Minority interests                                                      535          535
                                                                  ---------    ---------
Stockholders' equity:
Preferred stock                                                        --           --
Common stock                                                            122          122
Additional paid-in capital                                           89,976       89,402
Stock options outstanding                                             1,218         --
Retained (deficit) earnings                                          (9,260)         245
                                                                  ---------    ---------
Total stockholders' equity                                           82,056       89,769
                                                                  ---------    ---------
Total liabilities and stockholders' equity                        $ 354,662    $ 362,605
                                                                  =========    =========
</TABLE>

The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements. 
<PAGE>4

                         PHAR-MOR, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (Dollars in thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                          Thirteen            Thirteen
                                                        Weeks Ended         Weeks Ended
                                                      March 28, 1998      March 29, 1997
                                                      --------------      --------------
<S>                                                 <C>                 <C> 

Sales                                               $        277,319    $        264,043

Less:
Cost of goods sold, including occupancy and
distribution costs                                           223,696             213,592
Selling, general and administrative expenses                  44,236              41,362
Chief Executive Officer severance expenses                       720                --
ShopKo business combination expenses                            --                   891
Loss on disposal of equipment                                  4,615                --
Depreciation and amortization                                  5,463               5,164
                                                    ----------------    ----------------
(Loss) income from operations before interest and
income taxes                                                  (1,411)              3,034


Interest and investment income                                   893               1,308
Interest expense                                              (4,194)             (4,293)
                                                    ----------------    ----------------

(Loss) income before income taxes                             (4,712)                 49

Income tax expense                                              --                  --
                                                    ----------------    ----------------

Net (loss) income                                   $         (4,712)   $             49
                                                    ================    ================
(Loss) earnings per common share                    $           (.39)   $           --
                                                    ================    ================
Diluted (loss) earnings per common share            $           (.39)   $           --
                                                    ================    ================
Weighted average number of common shares
outstanding                                               12,229,071          12,157,054
                                                    ================    ================
Weighted average number of common shares
outstanding - diluted                                     12,229,071          12,157,054
                                                    ================    ================
</TABLE>


The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.
<PAGE>5

                         PHAR-MOR, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (Dollars in thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                        Thirty-nine         Thirty-nine
                                                        Weeks Ended         Weeks Ended
                                                      March 28, 1998      March 29, 1997
                                                      --------------      --------------
<S>                                                 <C>                 <C>
Sales                                               $        825,863    $        819,527

Less:
Cost of goods sold, including occupancy and
distribution costs                                           666,118             668,626
Selling, general and administrative expenses                 131,834             126,278
Chief Executive Officer severance expenses                     6,387                --
ShopKo business combination expenses                            --                 3,076
Loss on disposal of equipment                                  4,615                --
Depreciation and amortization                                 16,518              15,411
                                                    ----------------    ----------------
Income from operations before interest and
income taxes                                                     391               6,136

Interest and investment income                                 2,666               4,091
Interest expense                                             (12,562)            (12,921)
                                                    ----------------    ----------------
Loss before income taxes                                      (9,505)             (2,694)

Income taxes                                                    --                  --
                                                    ----------------    ----------------

Net loss                                            $         (9,505)   $         (2,694)

                                                    ================    ================
Loss per common share                               $           (.78)   $           (.22)
                                                    ================    ================
Diluted loss per common share                       $           (.78)   $           (.22)
                                                    ================    ================
Weighted average number of common shares
outstanding                                               12,184,541          12,157,054
                                                    ================    ================
Weighted average number of common shares
outstanding - diluted                                     12,184,541          12,157,054
                                                    ================    ================
</TABLE>

The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.
<PAGE>6

                         PHAR-MOR, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                Thirty-nine          Thirty-nine
                                                                Weeks Ended          Weeks Ended
                                                              March 28, 1998       March 29, 1997
                                                              --------------       --------------
<S>                                                         <C>                 <C>    
OPERATING ACTIVITIES
Net loss                                                    $         (9,505)   $         (2,694)
Adjustments to reconcile net loss to net
cash (used for) provided by operating activities:
Items not requiring the outlay of cash:
Depreciation                                                          10,470               8,926
Amortization of video rental tapes                                     6,048               6,489
Loss on disposal of equipment                                          4,615                --
Stock option compensation expense                                      1,218                --
Amortization of deferred financing costs                                 315                 303
Deferred rent                                                           (438)              1,047
Changes in assets and liabilities:
Marketable securities                                                (11,546)               --
Accounts receivable                                                   (4,429)             (1,653)
Merchandise inventories                                              (14,832)             (7,310)
Prepaid expenses                                                         511                 912
Other assets                                                            (516)               (391)
Accounts payable                                                       9,428               3,297
Accrued expenses and other current liabilities                        (4,245)             (1,831)
                                                            ----------------    ----------------
Net cash (used for) provided by operating activities                 (12,906)              7,095
                                                            ----------------    ----------------

INVESTING ACTIVITIES
Additions to rental videotapes                                        (6,377)             (6,516)
Additions to property and equipment                                  (14,539)            (14,742)
                                                            ----------------    ----------------
Net cash used for investing activities                               (20,916)            (21,258)
                                                            ----------------    ----------------

FINANCING ACTIVITIES
Proceeds from issuance of common stock                                   574                --
Principal payments on long-term debt                                  (1,694)             (2,173)
Principal payments on capital lease obligations                       (5,399)             (4,469)
                                                            ----------------    ----------------
Net cash used for financing activities                                (6,519)             (6,642)
                                                            ----------------    ----------------

Decrease in cash and cash equivalents                                (40,341)            (20,805)
Cash and cash equivalents, beginning of period                        79,847             104,265
                                                            ----------------    ----------------
Cash and cash equivalents, end of period                    $         39,506    $         83,460
                                                            ================    ================


NON-CASH TRANSACTIONS
Additions to property and equipment                                   (2,178)               --
Additions to capital lease obligations                                 2,178                --

</TABLE>

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

<PAGE>7

PHAR-MOR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)                                                          
--------------------------------------------------------------------------------

1.        BASIS OF PRESENTATION      
          The accompanying  unaudited interim condensed  consolidated  financial
          statements  have been prepared in accordance  with generally  accepted
          accounting principles for interim financial  information.  They do not
          include  all  information  and  footnotes  which  would be required by
          generally  accepted  accounting   principles  for  complete  financial
          statements.  In the opinion of  management  of Phar-Mor,  Inc. and its
          subsidiaries  (the  "Company"),  these  interim  financial  statements
          contain all adjustments  considered  necessary for a fair presentation
          of financial  position,  results of operations  and cash flows for the
          periods  presented.  Reference  should be made to the Company's Annual
          Report  on Form  10-K for the  fiscal  year  ended  June 28,  1997 for
          additional   disclosures,   including  a  summary  of  the   Company's
          accounting   policies.   Operating   results  for  the   thirteen  and
          thirty-nine weeks ended March 28, 1998 are not necessarily  indicative
          of the results  that may be expected  for the  fifty-two  weeks ending
          June 27, 1998.

 2.       REORGANIZATION
          On August 17,  1992,  the Company  filed  petitions  for relief  under
          Chapter 11 of the United States  Bankruptcy  Code ("Chapter 11"). From
          that time until September 11, 1995, the Company  operated its business
          as a  debtor-in-possession  subject to the  jurisdiction of the United
          States  Bankruptcy  Court  for the  Northern  District  of  Ohio  (the
          "Bankruptcy  Court").  On September 11, 1995, the Company emerged from
          reorganization   proceedings   under   Chapter  11   pursuant  to  the
          confirmation  order entered on August 29, 1995 by the Bankruptcy Court
          confirming  the Third Amended Joint Plan of  Reorganization  dated May
          25, 1995.
 
3.        CHIEF EXECUTIVE OFFICER RESIGNATION
          On September 19, 1997, the Company entered into a Severance  Agreement
          with Robert Haft whereby he resigned his  positions as Chairman of the
          Company's  Board of Directors  and as the  Company's  Chief  Executive
          Officer  and  received a lump sum cash  payment  of $4,417.  Under the
          terms of the Severance Agreement, the Company will continue to provide
          benefits to him through  September  19, 2000.  He is  indemnified  and
          entitled to reimbursement  for any tax payments he is required to make
          that  constitute  excess  parachute  payments under Federal Income Tax
          laws resulting from the severance benefits he received.

4.        PROPOSED BUSINESS COMBINATION
          The Company entered into an Agreement and Plan of Reorganization dated
          September  7, 1996 (as  amended as of  October  9,  1996) with  ShopKo
          Stores, Inc. ("ShopKo"),  a retailer  specializing in prescription and
          vision benefit  management and health decision  support  services,  to
          combine the  respective  companies  under Cabot  Noble,  Inc.  ("Cabot
          Noble"),  a newly  organized  Delaware  holding company (the "Proposed
          Transaction").

          On April 1, 1997,  the Company,  ShopKo and Cabot Noble entered into a
          Termination  Agreement mutually  terminating the Agreement and Plan of
          Reorganization effective as of April 1, 1997.

5.        LOSS ON DISPOSAL OF EQUIPMENT
          During the quarter  ended March 28, 1998,  the Company  purchased  new
          mainframe  computer  equipment and wrote off the net book value of the
          existing mainframe computer equipment.

<PAGE>8

6.        MARKETABLE SECURITIES
          In accordance  with  Statement of Financial  Accounting  Standards No.
          115,   "Accounting   for  Certain   Investments  in  Debt  and  Equity
          Securities,"  marketable  securities  are  carried at market  value as
          trading  securities and realized and  unrealized  gains and losses are
          reported within the condensed  consolidated  statements of operations.
          The market value and cost of the securities  are determined  using the
          specific  identification method, with market value being determined by
          quoted  market  prices.  Marketable  securities  consist  primarily of
          equity securities.

          The Company's  Board of Directors  has formed an Investment  Committee
          that is authorized  to invest up to $20,000 of the  Company's  cash in
          marketable securities. Not more than $5,000 may be invested in any one
          company.  On April 7, 1998 the  independent  members of the  Company's
          Board of Directors authorized the Investment Committee to invest up to
          $5,000 in Avatex Corporation  common stock.  Avatex currently owns 39%
          of the Company's  outstanding  common stock. The Company's Co-CEOs are
          Co-CEOs  of  Avatex  and each  has a  substantial  personal  ownership
          position in Avatex.


7.        PENSION PLAN TERMINATION
          The Company is in the process of  terminating  its  non-union  defined
          benefit pension plan. If the termination is completed and all benefits
          are  distributed  to  participants  in the plan by June 30, 1998,  the
          Company expects to realize a gain of $1,500 to $2,000.


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


RESULTS OF OPERATIONS (all dollar amounts in thousands)

Thirteen Weeks Ended March 28, 1998 versus
    Thirteen Weeks Ended March 29, 1997

          Sales  for the third  quarter  of fiscal  year  1998  ("Fiscal  1998")
increased  5.0%  compared  to the third  quarter  of fiscal  year 1997  ("Fiscal
1997").  Comparable  store  sales  for the  third  quarter  increased  3.0% from
$264,043 for Fiscal 1997 to $272,001 for Fiscal 1998. The increase in comparable
store sales was  primarily  due to the  continued  success of the store  remodel
program and the  introduction of Pepsi products in January 1998 partially offset
by the shift of two weeks of Easter sales from March  (third  quarter) in Fiscal
1997 to April (fourth quarter) in Fiscal 1998.

          Cost of sales  as a  percentage  of sales  was  80.7% in  Fiscal  1998
compared to 80.9% in Fiscal 1997, a 0.2%  decrease.  This  decrease is primarily
due to lower inventory  shrinkage,  higher vendor income,  lower store occupancy
and higher cash discounts  partially  offset by lower product margins and higher
warehouse and transportation  expenses.  In August 1997 the Company discontinued
purchasing  grocery  products  from a wholesaler  and began  distributing  these
products  from  its   distribution   center.   The  increase  in  warehouse  and
transportation  expenses  associated  with this  change was more than  offset by
higher product margins, increased cash discounts and increased vendor income.

          Selling,  general and administrative expenses as a percentage of sales
were 16.0% in Fiscal 1998  compared to 15.7% in Fiscal 1997.  This  increase was
due to an  increase  in  wages  caused  by the  increase  in the  minimum  wage,
preopening  expenses  associated  with the opening of a new store in the current
quarter and higher stock option compensation expenses.

<PAGE>9

          The  current  quarter  results  include  a charge  of  $4,615  for the
write-off of the  Company's  mainframe  computer and other  equipment  which was
replaced  during the third  quarter  with the latest  technology  IBM  mainframe
computer equipment. The new mainframe computer equipment has lower operating and
maintenance  costs and  provides  the Company  greater  capacity  for growth and
expansion over the next three to five years.

          Depreciation  and  amortization  expense  was  $5,463 in  Fiscal  1998
compared to $5,164 in Fiscal  1997,  an increase  of $299.  The  increase is the
result of depreciation on capital  expenditures made since the second quarter of
Fiscal 1997.

          Interest  and  investment  income was $893 in Fiscal 1998  compared to
$1,308 in Fiscal 1997, a $415  decrease.  The  decrease was  primarily  due to a
decrease in interest income in Fiscal 1998 resulting from lower cash balances.



Thirty-nine Weeks Ended March 28, 1998 versus
    Thirty-nine Weeks Ended March 29, 1997

          Sales for the  thirty-nine  weeks ended March 28, 1998  increased 0.8%
compared to the thirty-nine  weeks ended March 29, 1997.  Comparable store sales
for the  thirty-nine  weeks ended March 28, 1998 decreased 1.1% from $807,919 to
$816,702.  The  decrease  in  comparable  store sales was  primarily  due to the
discontinuance of certain  promotional  discount programs since the beginning of
fiscal year 1997.

          Cost of sales as a  percentage  of sales was 80.7% in the  thirty-nine
weeks ended March 28, 1998 compared to 81.6% in the prior year, a 0.9% decrease.
This  decrease is primarily  due to lower  inventory  shrinkage,  higher  vendor
income  and higher  cash  discounts  partially  offset by higher  warehouse  and
transportation expenses.

          Selling,  general and administrative expenses as a percentage of sales
were 16.0% in the  thirty-nine  weeks ended March 28, 1998  compared to 15.4% in
the prior year.  This  increase  was due to an  increase in wages  caused by the
increase in the minimum wage,  preopening  costs  associated with the opening of
three new stores in the current year versus one new store in the  previous  year
and higher corporate overhead expenses.

          The  thirty-nine  weeks  ended  March 28,  1998  include  charges  for
severance and related  expenses of $6,387  associated  with the departure of the
Company's former Chairman and Chief Executive Officer in September 1997.


FINANCIAL CONDITION AND LIQUIDITY (all dollar amounts in thousands)

          The Company had cash of $39,506 and  marketable  securities of $11,546
as of March 28, 1998.  The Company's  cash position may fluctuate as a result of
seasonal merchandise purchases and timing of payments.

          On September 11, 1995, the Company  entered into the Revolving  Credit
Facility (the "Facility") with BankAmerica  Business Credit, Inc., as agent, and
other financial institutions  (collectively,  the "Lenders"), that established a
credit facility in the maximum amount of $100,000.

          Borrowings  under the Facility may be used for working  capital  needs
and general corporate purposes. Up to $50,000 of the Facility at any time may be
used for  standby  and  documentary  letters of credit.  The  Facility  includes
restrictions  on, among other things,  additional  debt,  capital  expenditures,
investments,  dividends and other distributions,  mergers and acquisitions,  and
contains covenants  requiring the Company to meet a specified  quarterly minimum
EBITDA Coverage Ratio (the sum of earnings before interest,  taxes, depreciation
and  amortization,  as defined,  divided by interest  expense),  calculated on a
rolling four quarter basis, and a monthly minimum net worth test. As of the date
hereof, the Company is in compliance with all such financial covenants.

<PAGE>10

          Credit  availability  under the  Facility at any time is the lesser of
the  Aggregate  Availability  (as  defined in the  Facility)  or  $100,000.  The
Facility  establishes a first priority lien and security interest in the current
assets of the Company,  including,  among other items, cash, accounts receivable
and inventory. Advances made under the Facility bear interest at the BankAmerica
reference rate plus 0.50% or, at the option of the Company, the London Interbank
Offered Rate ("LIBOR") plus the applicable  margin (as defined in the Facility),
which  ranges  between  1.50% and 2.00%.  Under the terms of the  Facility,  the
Company is required to pay a commitment  fee of 0.28125% per annum on the unused
portion of the  Facility,  letter of credit fees and certain  other fees.  As of
March 28, 1998,  letters of credit  totaling $5,709 were  outstanding  under the
Facility. The Facility expires on September 10, 1998.

Thirty-nine weeks ended March 28, 1998

          During the thirty-nine  weeks ended March 28, 1998, the Company's cash
position  decreased  by  $40,341.  Net cash  used by  operating  activities  was
$12,906. The major uses of cash from operating activities were for a net loss of
$9,505, an increase in new store,  seasonal and grocery warehouse inventories of
$14,832,  an  increase  in  marketable  securities  of  $11,546,  an increase in
accounts  receivable  of $4,429 and a decrease  in accrued  expenses  of $4,245,
which were  partially  offset by an increase  in accounts  payable of $9,428 and
non-cash expenses of $22,228.

          Capital expenditures of $14,539 and additions to video rental tapes of
$6,377 were paid for with the Company's excess cash position.

          Net cash used for financing activities of $6,519 consists of principal
payments on lease  obligations of $5,399 and principal  payments on term debt of
$1,694  partially  offset by the proceeds from the issuance of common stock as a
result of the exercise of stock options.


<PAGE>11

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                  None.

ITEM 2.  CHANGES IN SECURITIES

                  None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                  None.

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

          The first Annual  Meeting of  Shareholders  of the Company was held on
          February  17,  1998.  The Company  received  proxies  from  holders of
          10,673,678  shares of the Company's  common stock,  which  constituted
          more than a majority of all shares issued and outstanding  (12,159,199
          shares) at the close of business  on December 2, 1997.  The holders of
          at least  10,208,742  shares of common stock voted for the election of
          Abbey J. Butler,  Melvyn J. Estrin,  Daniel H. Levy,  Monroe Osterman,
          Arthur  G.   Rosenberg  and  John  D.  Shulman  as  directors  of  the
          Corporation  to hold  office  in  staggered  terms of three  years for
          Messrs.  Butler and Estrin;  two years for Messrs.  Levy and Osterman;
          and one year for Messrs. Rosenberg and Shulman.

          The second  proposal  amending  the  Company's  Restated  Articles  of
          Incorporation,  as  amended,  providing  for  a  classified  Board  of
          Directors  was  passed  as  follows:  5,472,288  shares  in favor  and
          2,893,050 shares against.

          The third  proposal  amending the Company's  1995 Director  Stock Plan
          increasing the number of shares  available under the Plan from 250,000
          to  500,000  was  passed  as  follows:  7,846,771  shares in favor and
          507,232 shares against.

          The fourth  proposal was for the approval of the  Phar-Mor,  Inc. 1996
          Director  Retirement  Plan. The proposal passed as follows:  6,600,664
          shares in favor and 1,653,659 shares against.

          The fifth  proposal  amending  the  Phar-Mor,  Inc.  1995  Amended and
          Restated  Stock   Incentive  Plan  increasing  the  number  of  shares
          available  under  this Plan from  913,333 to  3,500,000  was passed as
          follows: 6,544,729 shares in favor and 1,725,986 shares against.

          The sixth proposal was for the approval of the Phar-Mor, Inc. Employee
          Stock Purchase Plan. The proposal passed as follows:  8,032,912 shares
          in favor and 313,373 shares against.

          The seventh proposal was for the appointment of the firm of Deloitte &
          Touche LLP to be the Company's independent  accountants for the fiscal
          year ending June 27, 1998. The proposal passed as follows:  10,662,633
          shares in favor and 8,022 shares against.

ITEM 5.  OTHER INFORMATION

                  None.

<PAGE>12


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  See Exhibit Index on page 14.

         (b)      Reports on Form 8-K

                  No reports on Form 8-K were filed with the Securities and
                  Exchange Commission during the quarter ended March 28, 1998.

<PAGE>13


                                   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.




                                                    PHAR-MOR, INC.


Date:  May 1, 1998                       By:   /s/ Sankar Krishnan           
                                               --------------------------------
                                                   Sankar Krishnan
                                                   Senior Vice President and
                                                   Chief Financial Officer



Date:  May 1, 1998                       By:   /s/ John R. Ficarro 
                                               --------------------------------
                                                   John R. Ficarro
                                                   Senior Vice President and
                                                   Chief Administrative Officer

<PAGE>14



                                 PHAR-MOR, INC.

                                INDEX TO EXHIBITS


Exhibit No.

*3.1       Amended and Restated Articles of Incorporation

3.2        Amended and Restated By-laws

*4.1       Indenture dated September 11, 1995 between Phar-Mor, Inc. and IBJ
           Schroder Bank & Trust Company

*4.2       Warrant Agreement dated September 11, 1995 between Phar-Mor, Inc. and
           Society National Bank

10.1       1995 Directors Stock Plan, as Amended

10.2       1996 Director Retirement Plan

10.3       Employee Stock Purchase Plan

10.4       Amended and Restated Stock Incentive Plan

27         Financial Data Schedule
-----------------------------------------------------------------
*          Previously filed in connection with the filing of Phar-Mor's Form 10,
           on October 23, 1995