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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-Q/A



<Table>
          
 (Mark One)
    [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES ACT OF 1934



             FOR QUARTERLY PERIOD ENDED MAY 03, 2003



                                   OR




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



             FOR THE TRANSITION PERIOD FROM ________ TO________

             COMMISSION FILE NUMBER: 0-02788
</Table>


                         THE ELDER-BEERMAN STORES CORP.
             (Exact name of registrant as specified in its charter)

<Table>
                                            
                     OHIO                                        31-0271980
       (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                      Identification No.)

        3155 EL-BEE ROAD, DAYTON, OHIO                             45439
   (Address of principal executive offices)                      (Zip Code)
</Table>

                                 (937) 296-2700
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

     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 [ ]     No [X]

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).  Yes [ ]     No [X]

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

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

     As of June 12, 2003 11,581,445 shares of the issuer's common stock, without
par value, were outstanding.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


                         THE ELDER-BEERMAN STORES CORP.

                                     INDEX


<Table>
<Caption>
                                                                       PAGE
                                                                       ----
                                                                 
                      PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
         Condensed Consolidated Balance Sheets as of May 3, 2003, May
         4, 2002 and February 1, 2003................................    1
         Condensed Consolidated Statements of Operations for the 13
         weeks ended May 3, 2003 and May 4, 2002.....................    2
         Condensed Consolidated Statements of Cash Flows for the 13
         weeks ended May 3, 2003 and May 4, 2002.....................    3
         Notes to Condensed Consolidated Financial Statements........    4
Item 2.  Management's Discussion and Analysis of Consolidated
         Financial Condition and Results of Operations...............    8
Item 3.  Quantitative and Qualitative Disclosures About Market
         Risk........................................................   12
Item 4.  Disclosure Controls And Procedures..........................   12

                        PART II.  OTHER INFORMATION
Item 6.  Exhibits and Reports on Form 8-K............................   13
SIGNATURES...........................................................   14
CERTIFICATIONS.......................................................   14
INDEX TO EXHIBITS....................................................
</Table>




                                EXPLANATORY NOTE



     This Form 10-Q/A speaks as of the original filing date of our quarterly
report on Form 10-Q and has not been updated to reflect events occurring
subsequent to the original filing date. With this Form 10-Q/A, we are refiling
our entire quarterly report on Form 10-Q for the quarter ended May 3, 2003 as
amended, other than Item 4 of Part I, to reflect our responses to the comments
of the Staff of the Securities and Exchange Commission. Nothing in this Form
10-Q/A changes any amounts, line items, or classifications as presented in our
financial statements for the quarter ended May 3, 2003 that were included with
our quarterly report on Form 10-Q for the quarter ended May 3, 2003 as filed
June 16, 2003. For a more recent description of our business and the risk
factors that may affect our business, results of operations and financial
condition, including the effects of current business and economic conditions in
our industry and in our target markets, please review and consider the various
disclosures we have made in our recent reports filed with the Securities and
Exchange Commission, including our Current Reports on Form 8-K and our Quarterly
Report on Form 10-Q for the second quarter of the fiscal year ending January 31,
2004.


                        PART I. -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                              MAY 3, 2003   MAY 4, 2002   FEB. 1, 2003
                                                              -----------   -----------   ------------
                                                                       (DOLLARS IN THOUSANDS)
                                                                                 
                                                ASSETS
Current assets:
  Cash and equivalents......................................   $  7,345      $  7,532       $  9,735
  Customer accounts receivable (less allowance for doubtful
     accounts: May 3, 2003 -- $2,998; May 4, 2002 -- $2,677;
     February 1, 2003 -- $3,298)............................    120,147       123,973        127,786
  Merchandise inventories...................................    149,784       150,562        138,748
  Other current assets......................................     15,723        21,215         17,162
                                                               --------      --------       --------
     Total current assets...................................    292,999       303,282        293,431
                                                               --------      --------       --------
Property, fixtures and equipment, less accumulated
  depreciation and amortization.............................     89,261        98,833         90,181
Other Assets................................................     26,587        25,263         27,436
                                                               --------      --------       --------
     Total assets...........................................   $408,847      $427,378       $411,048
                                                               ========      ========       ========

                                 LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term obligations..................   $  4,763      $  7,329       $  5,456
  Accounts payable..........................................     50,092        39,548         40,607
  Other accrued liabilities.................................     26,213        24,812         31,918
                                                               --------      --------       --------
     Total current liabilities..............................     81,068        71,689         77,981
                                                               --------      --------       --------
Long-term obligations, less current portion.................    112,681       141,112        115,127
Deferred items..............................................     10,021        13,296         11,214
Shareholders' equity:
  Common stock, no par, 11,581,064 shares at May 3, 2003,
     11,531,554 shares at May 4, 2002, and 11,536,460 shares
     at February 1, 2003 issued and outstanding.............    243,424       243,456        243,419
  Unearned compensation -- restricted stock.................       (145)         (338)          (197)
  Deficit...................................................    (36,518)      (37,411)       (34,043)
  Other comprehensive loss..................................     (1,684)       (4,426)        (2,453)
                                                               --------      --------       --------
     Total shareholders' equity.............................    205,077       201,281        206,726
                                                               --------      --------       --------
     Total liabilities and shareholders' equity.............   $408,847      $427,378       $411,048
                                                               ========      ========       ========
</Table>

            See notes to condensed consolidated financial statements

                                        1


                THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
                                                              13-WEEKS ENDED   13-WEEKS ENDED
                                                               MAY 3, 2003      MAY 4, 2002
                                                              --------------   --------------
                                                                  (DOLLARS IN THOUSANDS,
                                                                 EXCEPT PER SHARE AMOUNTS)
                                                                         
Revenues:
  Net sales.................................................   $   131,052      $   141,166
  Financing.................................................         6,862            7,158
  Other.....................................................           699              688
                                                               -----------      -----------
                                                                   138,613          149,012
                                                               -----------      -----------
Costs and expenses:
  Cost of merchandise sold, occupancy, and buying
     expenses...............................................        97,140          105,145
  Selling, general, administrative, and other expenses......        37,960           41,495
  Depreciation and amortization.............................         4,917            4,971
  Interest expense..........................................         2,463            2,840
                                                               -----------      -----------
     Total costs and expenses...............................       142,480          154,451
                                                               -----------      -----------
Loss before income tax benefit..............................        (3,867)          (5,439)
Income tax benefit..........................................        (1,392)          (1,958)
                                                               -----------      -----------
Loss before cumulative effect of changes in accounting
  principles................................................        (2,475)          (3,481)
Cumulative effect of changes in accounting principles.......            --          (15,118)
                                                               -----------      -----------
Net loss....................................................   $    (2,475)     $   (18,599)
                                                               ===========      ===========
Net loss per common share -- basic and diluted
  Loss before cumulative effect of changes in accounting
     principles.............................................   $     (0.22)     $     (0.31)
  Cumulative effect of changes in accounting principles.....            --            (1.33)
                                                               -----------      -----------
Net loss....................................................   $     (0.22)     $     (1.64)
Weighted average number of shares outstanding...............    11,406,800       11,369,834
</Table>

            See notes to condensed consolidated financial statements

                                        2


                THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                              13-WEEKS ENDED   13-WEEKS ENDED
                                                               MAY 3, 2003      MAY 4, 2002
                                                              --------------   --------------
                                                                  (DOLLARS IN THOUSANDS)
                                                                         
Cash flows from operating activities:
  Net loss..................................................     $(2,475)         $(18,599)
  Adjustments to reconcile net loss to net cash provided by
     operating activities:
     Depreciation and amortization..........................       4,917             4,971
     Cumulative effect of changes in accounting
       principles...........................................          --            15,118
     Asset impairment.......................................          --             1,037
     Changes in assets and liabilities......................       2,146             5,761
                                                                 -------          --------
       Net cash provided by operating activities............       4,588             8,288
Cash flows from investing activites:
  Capital expenditures, net.................................      (3,839)           (2,604)
  Proceeds from the disposal of investments.................          --               326
                                                                 -------          --------
       Net cash used in investing activities................      (3,839)           (2,278)
Cash flows from financing activities:
  Net payments under asset securitization agreement.........      (6,770)           (5,493)
  Net borrowings (payments) under revolving lines of
     credit.................................................       5,000            (1,652)
  Payments on long-term obligations.........................      (1,369)           (1,933)
  Issuance of an installment note...........................          --             3,464
  Other.....................................................          --                (6)
                                                                 -------          --------
       Net cash used in financing activities................      (3,139)           (5,620)
                                                                 -------          --------
Increase (decrease) in cash and equivalents.................      (2,390)              390
Cash and equivalents -- beginning of period.................       9,735             7,142
                                                                 -------          --------
Cash and equivalents -- end of period.......................     $ 7,345          $  7,532
                                                                 =======          ========
Supplemental cash flow information:
  Interest paid.............................................     $ 2,428          $  3,104
Supplemental non-cash investing and financing activities:
  Capital leases............................................                            35
</Table>

           See notes to condensed consolidated financial statements.

                                        3


                THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements
include accounts of The Elder-Beerman Stores Corp. and its wholly-owned
subsidiaries (the "Company"). All intercompany transactions and balances have
been eliminated in consolidation. In the opinion of management, the Company has
made all adjustments (primarily consisting of normal recurring accruals)
considered necessary for a fair presentation for all periods presented.

     Certain information and footnote disclosures normally included in the
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. The
Company's business is seasonal in nature and the results of operations for the
interim periods are not necessarily indicative of the results for the full
fiscal year. It is suggested these condensed consolidated financial statements
be read in conjunction with the financial statements and the notes thereto
included in the Company's Annual Report on Form 10-K for the year ended February
1, 2003. Certain reclassifications have been made to the first quarter of 2002
financial statements to conform to the first quarter of 2003 financial statement
presentation.

2.  PER SHARE AMOUNTS

     Net earnings (loss) per common share is computed by dividing net earnings
(loss) by the weighted-average number of common shares outstanding during the
period presented. Stock options, restricted shares, and deferred shares
represent potential common shares and are included in computing diluted earnings
per share when the effect would be dilutive. Dilutive potential common shares
for the 13 weeks ended May 3, 2003 and May 4, 2002 were 151,724 and 68,188,
respectively. There was no dilutive effect of potential common shares for the
periods presented.

3.  STOCK-BASED COMPENSATION

     During the first quarter of 2003, a total of 342,500 stock options were
granted at fair market value to designated employees under the Company's Equity
and Performance Incentive Plan (the "Plan"). These options granted have a
maximum term of ten years and vest over five years.

     Nonemployee directors may receive all or a portion of their annual base
retainer fee in the form of discounted stock options. During the first quarter
of 2003 a total of 24,999 stock options, with an exercise price of $2.10, were
granted under this plan. These options vest on February 2, 2004.

     In December 2002, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 148, Accounting for Stock-Based
Compensation -- Transition and Disclosure. SFAS No. 148 amends SFAS No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 requires
expanded and more prominent disclosure in both annual and interim financial
statements about the method of accounting for stock-based employee compensation
and the effect of the method on reported results. This statement was effective
for interim financial statements beginning after December 15, 2002. The Company
continues to measure compensation cost for stock options issued to employees and
directors using the intrinsic value based method of accounting in accordance
with Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock
Issued to Employees.

     Total compensation costs charged to loss before income tax benefit for all
stock-based compensation awards was approximately $0.1 million for the first
quarter of 2003 and the first quarter of 2002. The following table illustrates
the effect on net loss and loss per share if the Company had applied the fair
value recognition

                                        4

                THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to
stock-based employee compensation (dollars in thousands, except per share data):

<Table>
<Caption>
                                                                THIRTEEN WEEKS ENDED
                                                              -------------------------
                                                              MAY 3, 2003   MAY 4, 2002
                                                              -----------   -----------
                                                                      
Net loss as reported........................................    $(2,475)     $(18,599)
  Deduct: Total stock-based compensation under fair value
     based method, net of tax...............................        130           137
                                                                -------      --------
  Pro forma net loss........................................    $(2,605)     $(18,736)
                                                                =======      ========
  Loss per common share -- diluted:
     As reported............................................    $ (0.22)     $  (1.64)
     Pro forma..............................................    $ (0.23)     $  (1.65)
</Table>

4.  SHAREHOLDERS' EQUITY

     The comprehensive loss for the 13 weeks ended May 3, 2003 and May 4, 2002,
was $1.7 million and $18.1 million, respectively. Following is a reconciliation
between net loss and comprehensive loss (dollars in thousands):

<Table>
<Caption>
                                                                THIRTEEN WEEKS ENDED
                                                              -------------------------
                                                              MAY 3, 2003   MAY 4, 2002
                                                              -----------   -----------
                                                                      
Net loss....................................................    $(2,475)     $(18,599)
  Net unrealized gain on cash flow hedges, net of tax.......        769           465
                                                                -------      --------
Comprehensive loss..........................................    $(1,706)     $(18,134)
                                                                =======      ========
</Table>

5.  DERIVATIVE FINANCIAL INSTRUMENTS

     The Company utilizes interest rate swap agreements to effectively establish
long-term fixed rates on borrowings under the Securitization Facility, thus
reducing the impact of interest rate changes on future income. These swap
agreements, which are designated as cash flow hedges, involve the receipt of
variable rate amounts in exchange for fixed rate interest payments over the life
of the agreements. The fair value of the Company's swap agreements was a $2.6
million liability at May 3, 2003, a $5.3 million liability at May 4, 2002, and a
$3.8 million liability at February 1, 2003. This liability is included in
deferred items on the condensed consolidated balance sheet. The adjustment to
record the net change in fair value was recorded, net of income taxes, in other
comprehensive loss. There was no ineffectiveness during the 13 week period ended
May 3, 2003. In fiscal 2003, the Company expects the amounts to be reclassified
out of other comprehensive loss to earnings to be immaterial to the financial
statements.

6.  IMPLEMENTATION OF NEW ACCOUNTING STANDARDS

     In April 2002, SFAS No. 145, Rescission of FASB Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13, and Technical Corrections, was issued.
SFAS No. 145 primarily rescinds SFAS No. 4 which allowed gains or losses from
the extinguishment of debt to be classified as an extraordinary item. As a
result, the criteria set forth by APB Opinion No. 30 will now be used to
classify those gains or losses. SFAS No. 145 becomes effective for fiscal years
beginning after May 15, 2002. The Company adopted SFAS No. 145 as of February 2,
2003, the beginning of our new fiscal year. The adoption of SFAS No. 145 did not
have a material impact on the financial statements.

                                        5

                THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7.  NEW ACCOUNTING STANDARDS NOT YET ADOPTED

     In April 2003, SFAS No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities, was issued. This statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts, and
hedging activities accounted for under SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. Primarily the changes in this statement
improve financial reporting by requiring that contracts with comparable
characteristics be accounted for similarly. This statement is effective for all
contracts entered into or modified after June 30, 2003, and all hedging
relationships entered into after June 30, 2003. Management does not believe the
adoption of this statement will have a material impact on the Company's
financial statements.

     In May 2003, SFAS No. 150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity, was issued. This statement
requires that certain financial instruments that under previous guidance could
be accounted for as equity, should now be classified as a liabilities in the
statement of financial position. This statement is effective May 31, 2003 for
new or modified financial instruments, otherwise it is effective at the
beginning of the first interim period beginning after June 15, 2003. Management
does not believe the adoption of this statement will have a material impact on
the Company's financial statements.

8.  ASSET IMPAIRMENT AND OTHER EXPENSES

     On January 7, 2003 the Company announced its plan to close its Forest Fair
Mall department store located in Cincinnati, OH. During the 13 weeks ended May
3, 2003 the Company recorded pre-tax costs of $0.9 million for excess inventory
markdowns and $0.1 million for severance and other costs. The closing was
completed April 29, 2003.

     The following is a summary related to the severance and other costs for the
13 weeks ended May 3, 2003, (dollars in thousands):

<Table>
                                                            
Severance and other costs:
  Balance as of February 1, 2003............................   $  179
  Charge recorded...........................................      145
  Used for intended purpose.................................     (181)
                                                               ------
  Balance as of May 3, 2003.................................   $  143
                                                               ======
Executive retirement and other costs:
  Balance as of February 1, 2003............................   $1,431
  Used for intended purpose.................................     (172)
                                                               ------
  Balance as of May 3, 2003.................................   $1,259
                                                               ======
</Table>

9.  SUBSEQUENT EVENT

     On May 16, 2003 the Company announced that it had recently received
unsolicited expressions of interest relating to the possible acquisition of the
Company. After considering these expressions of interest, the Company entered
into a letter agreement with one of the interested parties. Under this letter
agreement, the Company and the interested party will discuss, on an exclusive
basis for a limited period of time, the possible sale of the Company. The
Company has retained RBC Capital Markets to advise it in this process. There can
be no assurance that these discussions will result in any transaction involving
the Company.

                                        6

                THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10.  SEGMENT REPORTING

     The following table sets forth financial information by segment, (dollars
in thousands):

<Table>
<Caption>
                                                                THIRTEEN WEEKS ENDED
                                                              -------------------------
                                                              MAY 3, 2003   MAY 4, 2002
                                                              -----------   -----------
                                                                      
Department Store
  Revenues..................................................   $131,751      $141,854
  Operating loss............................................     (4,182)       (4,220)
Finance Operations
  Revenues..................................................   $  6,862      $  7,158
  Operating profit..........................................      4,296         4,557
Segment Subtotal
  Revenues..................................................   $138,613      $149,012
  Operating profit (1)......................................        114           337
</Table>

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

(1) Segment operating profit is reconciled to loss before income tax benefit as
    follows:

<Table>
<Caption>
                                                                THIRTEEN WEEKS ENDED
                                                              -------------------------
                                                              MAY 3, 2003   MAY 4, 2002
                                                              -----------   -----------
                                                                      
Segment operating profit....................................    $   114       $   337
  Store closing costs.......................................     (1,058)       (1,353)
  Severance and other costs.................................         --          (683)
  Asset impairment..........................................         --        (1,037)
  Interest expense..........................................     (2,463)       (2,840)
  Other.....................................................       (460)          137
                                                                -------       -------
                                                                $(3,867)      $(5,439)
                                                                =======       =======
</Table>

                                        7


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

     This Quarterly Report on Form 10-Q contains "forward-looking statements,"
including predictions of future operating performance, events or developments
such as our future sales, gross margins, profits, expenses, income and earnings
per share. In addition, words such as "expects," "anticipates," "intends,"
"plans," "believes," "hopes," and "estimates," and variations of such words and
similar expressions, are intended to identify forward-looking statements.
Because forward-looking statements are based on a number of beliefs, estimates
and assumptions by management that could ultimately prove inaccurate, there is
no assurance that forward-looking statements will prove to be accurate. Many
factors could materially affect our actual future operations and results.
Factors that could materially affect performance include the following:
increasing price and product competition; fluctuations in consumer demand and
confidence, especially in light of current uncertain general economic
conditions; the availability and mix of inventory; fluctuations in costs and
expenses; consumer response to the Company's merchandising strategies,
advertising, marketing and promotional programs; the effectiveness of
management; the timing and effectiveness of new store openings, particularly its
new stores opened in the last two years; weather conditions that affect consumer
traffic in stores; the continued availability and terms of bank and lease
financing and trade credit; the outcome of pending and future litigation;
consumer debt levels; the impact of any new consumer bankruptcy laws; inflation
and interest rates and the condition of the capital markets. National security
threats and ongoing U.S. involvement in Iraq could magnify some of these
factors. Elder-Beerman undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.

     The following is a discussion of the financial condition and results of
operations of the Company for the 13 week periods ended May 3, 2003 ("First
Quarter 2003") and May 4, 2002 ("First Quarter 2002"). The Company's fiscal year
ends on the Saturday closest to January 31. The discussion and analysis that
follows is based upon and should be read in conjunction with the Company's
Condensed Consolidated Financial Statements and the Notes thereto included in
Part I, Item I.

RESULTS OF OPERATIONS

  FIRST QUARTER 2003 COMPARED TO FIRST QUARTER 2002


     Net sales, total sales less customer returns, for the First Quarter 2003
decreased by 7.2% to $131.1 million from $141.2 million for the First Quarter
2002. Comparable store sales, sales for stores opened for 13 months, decreased
by 7.7%. The Accessories, Shoes & Cosmetics merchandise category sales were able
to remain flat due to an enhanced merchandising emphasis on key items in fashion
jewelry. The Men's and Children's categories of business had the largest sales
decrease of 12.3% or $3.4 million. First Quarter Sales were impacted by
extremely cold weather and snow in February as comparable same store sales were
less than the previous year by 14.5% ($6.2 million).



NET SALES BY DEPARTMENT



<Table>
<Caption>
MERCHANDISE CATEGORY                           FIRST QUARTER 2003    FIRST QUARTER 2002
- --------------------                           -------------------   -------------------
                                                        (DOLLARS IN THOUSANDS)
                                                                     
Women's Ready to Wear & Intimate.............  $ 45,990     35.1%    $ 49,260     34.9%
Accessories, Shoes & Cosmetics...............    35,251     26.9%      35,959     25.5%
Men's and Children's.........................    23,936     18.3%      27,294     19.3%
Home Store...................................    25,875     19.7%      28,653     20.3%
                                               --------    ------    --------    ------
Net Sales....................................  $131,052    100.0%    $141,166    100.0%
</Table>



     Financing revenue from the Company's proprietary credit card for the First
Quarter 2003 decreased by 4.1% to $6.9 million from $7.2 million for the First
Quarter 2002. The decrease is due to the lower sales volume, which was partially
offset by an increase in the penetration rate, the percentage of net sales paid
for with the Company's proprietary credit card, to 48.5% for the First Quarter
2003 versus 45.4% for the First Quarter 2002. Charge customers continued to pay
their Elder-Beerman charge account balances down faster than the previous year.


                                        8



     Other revenue, which is primarily from leased departments, for the First
Quarter 2003 and the First Quarter 2002 was $0.7 million. Because of the
merchandising emphasis on fashion jewelry as mentioned above, the revenue from
the fine jewelry leased department, which is the largest volume lease department
for the Company, was able to remain essentially flat.



     Cost of merchandise sold, occupancy, and buying expenses decreased to 74.1%
of net sales for the First Quarter 2003 from 74.5% of net sales for the First
Quarter 2002. During the First Quarter 2003 merchandise gross margins increased
0.8% versus the First Quarter 2002 due to improved sales and gross margin of the
Accessories, Shoes & Cosmetics merchandise category. The First Quarter 2003
included a charge of $0.9 million in inventory markdowns related to the closing
of the Forest Fair Mall store in Cincinnati, Ohio. During the First Quarter 2002
a charge for inventory markdowns of $1.0 million related to the closing of the
Company's Downtown Dayton, Ohio store was recorded.



<Table>
<Caption>
                                                 FIRST QUARTER 2003     FIRST QUARTER 2002
                                                 ------------------     ------------------
                                                          (DOLLARS IN THOUSANDS)
                                                                        
Net Sales......................................  $131,052    100.0%     $141,166    100.0%
Gross Margin...................................    46,378     35.4%       48,866     34.6%
                                                 --------    -----      --------    -----
Cost of Merchandise Sold.......................    84,674     64.6%       92,300     65.4%
Buying and Occupancy Expenses..................    11,526      8.8%       11,895      8.4%
Store Closing Markdowns........................       940      0.7%          950      0.7%
                                                 --------    -----      --------    -----
Cost of Goods Sold, Occupancy, and Buying
  Expenses.....................................  $ 97,140     74.1%     $105,145     74.5%
                                                 ========    =====      ========    =====
</Table>



     Selling, general, administrative, and other expenses decreased to 29.0% of
net sales for the First Quarter 2003 from 29.4% for the First Quarter 2002. The
reduction in the expenses is a result of the implementation of an expense
initiative combining our store's giftwrap and selling service desks that reduced
store selling expenses 0.3% of sales. First Quarter 2002 expenses include: (1)
$0.4 million in charges related to the closing of the downtown Dayton, OH store;
(2) $0.7 million for severance costs to implement expense reductions, and (3)
$1.0 million in charges to write-down long-term assets to their fair value.
First Quarter 2002 also included miscellaneous income of $0.6 million from a
sale of noncore assets and life insurance proceeds.



     Depreciation and amortization expense decreased to $4.9 million for the
First Quarter 2003 compared to $5.0 million for the First Quarter 2002.


     Interest expense decreased to $2.5 million for the First Quarter 2003 from
$2.8 million for the First Quarter 2002. The decrease is primarily due to
reduced average borrowing.

     An income tax benefit was recorded in the First Quarter 2003 and the First
Quarter 2002 at a rate of 36.0%.

     A cumulative effect of a change in accounting principle charge was recorded
during the First Quarter 2002 in the amount of $14.1 million, net of tax,
relating to goodwill impairment as required under SFAS No. 142, Goodwill and
Other Intangible Assets. Also in the First Quarter 2002 a cumulative effect of a
change in accounting principle was recorded in the amount of $1.1 million, net
of tax, relating to the change in method for recording actuarial losses for the
Stone & Thomas defined benefit pension plan.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's principal sources of funds are cash flow from operations and
borrowings under its Revolving Credit Facility and Receivable Securitization
Facility (collectively, the "Credit Facilities"). The Company's primary ongoing
cash requirements are to fund debt service, finance working capital and capital
expenditures.

     Factors that could affect operating cash flows include, but are not limited
to, increasing price and product competition, fluctuations in consumer demand
and confidence, the availability and quality of inventory, the availability and
terms of bank financing and trade credit, consumer debt levels, and changes in
the finance charges imposed by the Company on its charge card holders.

                                        9


     The Company believes that it will generate sufficient cash flow from
operations, as supplemented seasonally by its available borrowings under the
Credit Facilities, to service debt requirements, meet anticipated working
capital needs and to invest in capital expenditures.

     Net cash provided by operating activities was $4.6 million for the First
Quarter 2003, compared to $8.3 million for the First Quarter 2002. A net loss of
$2.5 million was recorded in the First Quarter 2003. A net loss of $18.6 was
recorded in the First Quarter 2002. During the First Quarter 2002 non-cash
after-tax charges of $14.1 million relating to the goodwill impairment and $1.1
million relating to the change in method for recording actuarial losses for the
Stone & Thomas defined benefit pension plan were recorded. Additionally, the
First Quarter 2002 included a non-cash pre-tax charge of $1.0 million to
write-down long-term assets to their fair value. During the First Quarter 2003
merchandise inventories increased $11.0 million compared to a decrease of $1.2
million during the First Quarter 2002. Trade accounts payable during the First
Quarter 2003 increased $9.5 million compared to an increase of $1.1 million
during the First Quarter 2002. The First Quarter 2002 inventory and accounts
payable reflect the implementation of an initiative to improve the productivity
and flow of inventories, which caused the First Quarter 2002 to not reflect the
seasonal increase in inventories and accounts payable that normally occur during
the first quarter.

     Net cash used in investing activities was $3.8 million for the First
Quarter 2003, compared to $2.3 million for the First Quarter 2002. The increase
is due to the opening of our new DeKalb, Illinois store.

     For the First Quarter 2003, net cash used in financing activities was $3.1
million compared to $5.6 million for the First Quarter 2002, which represents
reduced borrowing required for operating and investing activities.


     As of May 3, 2003, the following sources of liquidity were available to the
Company:



     - cash and equivalents of $7.3 million.



     - revolving credit facility with the capacity of up to $135.0 million, with
       excess availability at May 3, 2003 of $66.5 million, reflecting $11.0
       million in borrowings.



     - receivable securitization facility with the capacity of up to $135.0
       million, of which $95.4 million was utilized.



CRITICAL ACCOUNTING POLICIES AND ESTIMATES


     The Company's discussion and analysis of financial condition and results of
operations are based upon the Company's consolidated financial statements, which
are prepared in conformity with accounting principles generally accepted in the
United States of America. The preparation of the consolidated financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Management bases its estimates and judgements on
historical experience and other various assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgements about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

     The Company's accounting policies are more fully described in Note A to the
Consolidated Financial Statements included in the Company's Annual Report on
Form 10-K for the year ended February 1, 2003. Management believes the following
critical accounting policies affect its more significant judgements and
estimates used in the preparation of the consolidated financial statements.


     Revenue Recognition.  Sales revenues are recognized on merchandise
inventory sold upon receipt by the customer. Finance revenue is generated by
outstanding customer accounts receivable and recognized as interest is accrued
on these outstanding balances. Other revenue consists primarily of leased
department revenue. Leased department revenue is recognized as the Company earns
commission from the sale of merchandise within leased departments.


                                        10



     Comparable Store Sales.  Store sales included in the comparable store sales
calculation (sometimes referred to as same store sales) are sales for those
stores open 13 months. A new store's sales are included in comparable store
sales the first full month after the fiscal anniversary of the store's grand
opening.



     Inventory Valuation.  Merchandise inventories are valued by the retail
inventory method ("RIM") applied on a last-in, first-out ("LIFO") basis and are
stated at the lower of cost or market. Under the RIM, the valuation of
inventories at cost and the resulting gross margins are calculated by applying a
calculated cost-to retail ratio to the retail value of inventories. Inherent in
the RIM calculation are certain management judgements and estimates including,
but not limited to, merchandise markon, markups, markdowns and shrinkage, which
significantly impact the ending inventory valuation and resulting gross margins.
Shrinkage is estimated as a percentage of sales for the period from the last
inventory date to the end of the fiscal period, typically the second
Sunday/Monday of January. Such estimates are based on experience and the most
recent physical inventory results. While it is not possible to quantify the
impact from each cause of shrinkage, the Company has loss prevention programs
and policies that minimize shrinkage experience. These estimates, coupled with
the fact that the RIM is an averaging process, can produce distorted cost
figures under certain circumstances. Distortions could occur primarily by
applying the RIM to a group of products that is not fairly uniform in terms of
its cost and selling price relationship and turnover, and applying RIM to
transactions over a period of time that include different rates of gross profit,
such as seasonal merchandise. To reduce the potential for such distortion in the
inventory valuation, the Company's RIM utilizes over 250 departments within 18
LIFO inventory pools in which fairly homogenous classes of merchandise are
grouped. Management believes that the Company's RIM provides an inventory
valuation which reasonably approximates cost and results in carrying inventory
at the lower of cost or market.


     Long-lived Assets.  In evaluating the carrying value and future benefits of
long-lived assets, management performs a comparison of the anticipated
undiscounted future net cash flows of the related long-lived asset to their
carrying amount in accordance with SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. Management believes at this time that the
long-lived assets carrying values and useful lives to be appropriate.

     Customer Accounts Receivable.  Customer accounts receivable is shown net of
an allowance for uncollectible accounts. The Company calculates the allowance
for uncollectible accounts using a model that analyzes factors such as
bankruptcy filings, delinquency rates, historical charge-off patterns, recovery
rates, and other portfolio data. The Company's calculation is reviewed by
management to assess whether, based on recent economic events, the allowance for
uncollectible accounts is appropriate to estimate losses inherent in the
portfolio.


     Vendor Allowances.  The Company receives allowances from its vendors
through a variety of programs and arrangements, including co-operative
advertising and markdown reimbursement programs. Given the promotional nature of
the Company's business, the allowances are generally intended to offset the
Company's cost of promoting, advertising and selling the vendor's products in
its stores. Co-operative advertising allowances are reported as a reduction of
advertising expense in the period in which the advertising occurred. Markdown
reimbursements are credited to cost of goods sold during the period in which
vendor approval is received. Accordingly, a reduction or increase in vendor
allowances has an inverse impact on cost of goods sold, occupancy, and buying
expense and/or selling, general, administrative and other expense.


     Income Taxes.  The Company has generated net operating loss carryforwards
("NOL's") from previous years. Generally accepted accounting principles require
the Company to record a valuation allowance against the deferred tax asset
associated with the NOL's if it is more likely than not that the Company will
not be able to fully utilize it to offset future taxes. It is possible that the
Company could be profitable in the future at levels which cause management to
conclude that it is more likely than not that the Company will be able to fully
realize the deferred tax assets associated with the NOL's. Subsequent revisions
to the estimated net realizable value of the deferred tax asset could cause our
provision for income taxes to vary significantly from period to period, although
our cash tax payments would remain unaffected until the benefit of the NOL's are
realized.

     Pension Liability.  In connection with the acquisition of Stone & Thomas in
1998, the Company assumed the liability for a defined-benefit pension plan. The
Company annually evaluates pension benefits for this plan, including all
relevant assumptions required by accounting principles generally accepted in the
United States of
                                        11


America. Due to the technical nature of pension accounting, the Company uses an
outside actuary to provide assistance in calculating the estimated future
obligation associated with this plan. Since there are many estimates and
assumptions involved in calculating pension benefits, differences between actual
future events and prior year estimates and assumptions could result in
adjustments to pension expense and the related obligation. Such assumptions
include the discount rate and the expected long-term rate of return on the
related plan assets.

ACCOUNTING STANDARDS

     In April 2002, SFAS No. 145, Rescission of FASB Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13, and Technical Corrections, was issued.
SFAS No. 145 primarily rescinds SFAS No. 4 which allowed gains or losses from
the extinguishment of debt to be classified as an extraordinary item. As a
result, the criteria set forth by APB Opinion No. 30 will now be used to
classify those gains or losses. SFAS No. 145 becomes effective for fiscal years
beginning after May 15, 2002. The Company adopted SFAS No. 145 as of February 2,
2003, the beginning of our new fiscal year. The adoption of SFAS No. 145 did not
have a material impact on the financial statements.

     In April 2003, SFAS No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities, was issued. This statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts, and
hedging activities accounted for under SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. Primarily the changes in this statement
improve financial reporting by requiring that contracts with comparable
characteristics be accounted for similarly. This statement is effective for all
contracts entered into or modified after June 30, 2003, and all hedging
relationships entered into after June 30, 2003. Management does not believe the
adoption of this statement will have a material impact on the Company's
financial statements.

     In May 2003, SFAS No. 150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity, was issued. This statement
requires that certain financial instruments that under previous guidance could
be accounted for as equity, should now be classified as a liabilities in the
statement of financial position. This statement is effective May 31, 2003 for
new or modified financial instruments, otherwise it is effective at the
beginning of the first interim period beginning after June 15, 2003. Management
does not believe the adoption of this statement will have a material impact on
the Company's financial statements.

SUBSEQUENT EVENT

     On May 16, 2003 the Company announced that it had recently received
unsolicited expressions of interest relating to the possible acquisition of the
Company. After considering these expressions of interest, the Company entered
into a letter agreement with one of the interested parties. Under this letter
agreement, the Company and the interested party will discuss, on an exclusive
basis for a limited period of time, the possible sale of the Company. The
Company has retained RBC Capital Markets to advise it in this process. There can
be no assurance that these discussions will result in any transaction involving
the Company.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is subject to the risk of fluctuating interest rates in the
normal course of business, primarily as a result of its variable rate borrowing.
The Company has entered into a variable to fixed rate interest-rate swap
agreement to effectively reduce its exposure to interest rate fluctuations. A
hypothetical 100 basis point change in interest rates would not materially
affect the Company's financial position, liquidity or results of operations.


     The Company does not maintain a trading account for any class of financial
instrument and is not directly subject to any foreign currency exchange or
commodity price risk. As a result, the Company believes that its market risk
exposure is not material to the Company's financial position, liquidity or
results of operations.


                                        12



                         PART II. -- OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits -- See Index to Exhibits.

     (b) During the Quarter ended May 3, 2003, the Company did not file any
Reports on Form 8-K.

                                        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.

                                          THE ELDER-BEERMAN STORES CORP.,
                                          an Ohio corporation

                                          By:      /s/ EDWARD A. TOMECHKO
                                            ------------------------------------
                                                     Edward A. Tomechko
                                                Executive Vice President --
                                                  Chief Financial Officer,
                                                  Treasurer and Secretary


Dated: October 15, 2003


                                        14


                               INDEX TO EXHIBITS


<Table>
<Caption>
EXHIBIT
NUMBER                       DESCRIPTION OF EXHIBIT
- -------                      ----------------------
       
 31.1     Certification of Chief Executive Officer of The
          Elder-Beerman Stores Corp. in accordance with Section 302 of
          the Sarbanes-Oxley Act of 2002.
 31.2     Certification of Chief Financial Officer of The
          Elder-Beerman Stores Corp. in accordance with Section 302 of
          the Sarbanes-Oxley Act of 2002.
 32.1     Certification of Chief Executive Officer of The
          Elder-Beerman Stores Corp. in accordance with Section 906 of
          the Sarbannes-Oxley Act of 2002.
 32.2     Certification of Chief Financial Officer of The
          Elder-Beerman Stores Corp. in accordance with Section 906 of
          the Sarbannes-Oxley Act of 2002.
</Table>