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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF
1934

For quarterly period ended May 1, 1999

[ ] 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

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

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 (Zip Code)
executive offices)

(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 [X] No [ ]

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 10, 1999, 16,040,412 shares of the issuer's common stock,
without par value, were outstanding.

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2

THE ELDER-BEERMAN STORES CORP.

INDEX

PART I. FINANCIAL INFORMATION PAGE
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets as of May 1, 1999 and
as of January 30, 1999 (Unaudited).......................... 1
Condensed Consolidated Statements of Operations for the 13
weeks ended May 1, 1999 and May 2, 1998 (Unaudited)......... 2
Condensed Consolidated Statements of Cash Flows for the 13
weeks ended May 1, 1999 and May 2, 1998 (Unaudited)......... 3
Notes to Condensed Consolidated Financial Statements
(Unaudited)................................................. 4
ITEM 2. Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations............... 7
ITEM 3. Quantitative and Qualitative Disclosures About Market
Risk........................................................ 9

PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings........................................... 10
ITEM 2. Changes in Securities and Use of Proceeds................... 10
ITEM 3. Defaults Upon Senior Securities............................. 10
ITEM 4. Submission of Matters to a Vote of Security Holders......... 10
ITEM 5. Other Information........................................... 10
ITEM 6. Exhibits and Reports on Form 8-K............................ 10

SIGNATURES............................................................ 12

EXHIBIT INDEX......................................................... 13

PART I. -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(DOLLARS IN THOUSANDS)
(UNAUDITED)

MAY 1, 1999 JANUARY 30, 1999
----------- ----------------

ASSETS
Current assets:
Cash and equivalents...................................... $ 9,556 $ 8,146
Customer accounts receivable (less allowance for doubtful
accounts: May 1, 1999 -- $4,030; January 31,
1999 -- $4,377)........................................ 132,779 141,205
Merchandise inventories................................... 196,506 171,764
Other current assets...................................... 18,995 17,294
-------- --------
Total current assets.............................. 357,836 338,409
Property, fixtures and equipment, less accumulated
depreciation and amortization............................. 72,322 73,910
Other assets:
Goodwill, net of accumulated amortization (May 1, 1999 -
$405; January 30, 1999 -- $283)........................ 14,918 15,040
Other..................................................... 29,088 26,600
-------- --------
Total assets...................................... $474,164 $453,959
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term obligations.................. $ 951 $ 951
Accounts payable.......................................... 48,113 53,959
Other accrued liabilities................................. 29,523 32,022
-------- --------
Total current liabilities......................... 78,587 86,932
Long-term obligations, less current portion................. 149,672 121,507
Deferred items.............................................. 8,278 8,019
-------- --------
Total liabilities................................. 236,537 216,458
Shareholders' equity:
Common stock, no par, 16,040,372 shares on May 1, 1999 and
15,898,864 on January 30, 1999 issued and
outstanding............................................ 266,943 266,683
Unearned compensation -- restricted stock, net............ (1,974) (2,028)
Deficit................................................... (27,342) (27,154)
-------- --------
Total shareholders' equity........................ 237,627 237,501
-------- --------
Total liabilities and shareholders' equity........ $474,164 $453,959
======== ========

See notes to condensed consolidated financial statements.

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THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

13-WEEKS ENDED 13-WEEKS ENDED
MAY 1, 1999 MAY 2, 1998
-------------- --------------

Revenues:
Net sales................................................. $ 150,528 $ 126,724
Financing................................................. 6,700 6,498
----------- -----------
Total revenues.................................... 157,228 133,222
Costs & expenses:
Cost of goods sold, occupancy, and buying expenses........ 110,694 91,827
Selling, general, administrative, and other expenses...... 43,346 37,724
Provision for doubtful accounts........................... 932 1,577
Interest expense.......................................... 2,559 2,804
----------- -----------
Total costs & expenses............................ 157,531 133,932
Loss before income tax benefit.............................. (303) (710)
Income tax benefit.......................................... (115) (274)
----------- -----------
Net loss.................................................... $ (188) $ (436)
=========== ===========
Basic and diluted net loss per common share................. $ (0.01) $ (0.03)
Weighted average number of shares outstanding............... 15,752,831 12,496,996

See notes to condensed consolidated financial statements.

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5

THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS)
(UNAUDITED)

13-WEEKS ENDED 13-WEEKS ENDED
MAY 1, 1999 MAY 2, 1998
-------------- --------------

Cash flows from operating activities:
Net loss.................................................. $ (188) $ (436)
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization.......................... 3,725 3,227
Changes in operating assets and liabilities, net....... (28,393) (11,383)
-------- --------
Net cash used in operating activities.................. (24,856) (8,592)
Cash flows from investing activities:
Capital expenditures, net................................. (1,912) (2,492)
-------- --------
Net cash used in investing activities.................. (1,912) (2,492)
Cash flows from financing activities:
Net borrowings (payments) under asset securitization
agreement.............................................. 1,621 (10,937)
Net borrowings (payments) under revolving lines of
credit................................................. 26,781 22,253
Payments on long-term obligations......................... (237) (281)
Other..................................................... 13 (35)
-------- --------
Net cash provided by financing activities.............. 28,178 11,000
-------- --------
Increase (decrease) in cash and equivalents................. 1,410 (84)
Cash and equivalents - beginning of period.................. 8,146 6,497
-------- --------
Cash and equivalents - end of period........................ $ 9,556 $ 6,413
======== ========
Supplemental cash flow information:
Interest paid............................................. 2,286 2,568

See notes to condensed consolidated financial statements.

3
6

THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 generally accepted
accounting principles 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 January 30, 1999.

2. PER SHARE AMOUNTS

Basic income (loss) per common share is computed by dividing net income
(loss) by the weighted-average number of common shares outstanding. Stock
options, restricted shares, deferred shares, and warrants outstanding
represent potential common shares and are included in computing diluted
income per share when the effect would be dilutive.

3. STOCK-BASED COMPENSATION

During the first quarter of 1999, a total of 669,000 stock options were
granted at or above 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 periods of three to
five years.

The Plan provides for the issuance of deferred shares to bonus eligible
employees who elect to receive deferred shares in lieu of a portion of their
cash bonus. During the first quarter of 1999, the Company awarded 43,728
deferred shares in lieu of cash bonuses. These shares have a deferral period
ending date of January 30, 2002. The Plan also provides for the issuance of
restricted common shares to certain employees and nonemployee directors of
the Company. These shares have a vesting period of three years. There were
23,660 shares with a fair market value of $203,000 awarded under the Plan
during the first quarter of 1999. The fair market value of the restricted
shares is being amortized over the three-year vesting period.

The Company also awarded 115,000 restricted shares with a vesting period of
three years. These shares will vest if the Company's cumulative basic
earnings per share for the three-year period ending in fiscal year 2001
exceeds a defined threshold. No compensation expense has been recorded during
the first quarter of 1999 because the vesting of these shares is dependent on
future events that are not currently determinable. If the threshold is met,
total compensation expense will equal the fair market value of the Company's
stock at the time of vesting.

Nonemployee directors may take all or a portion of their annual base retainer
fee in the form of a discounted stock option. During the first quarter of
1999 a total of 5,701 stock options, with an exercise price of $6.797, were
granted under this plan. These options vest on February 1, 2000.

4. ACQUISITION

On July 27, 1998, the Company acquired Stone & Thomas for a purchase price of
approximately $20.2 million in cash, subject to postclosing adjustments.
Stone & Thomas operated 20 department stores
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THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(UNAUDITED)

located in West Virginia, Ohio, Kentucky, and Virginia under the name Stone &
Thomas. This transaction was accounted for as a purchase.

As part of the Company's acquisition of Stone & Thomas, a plan to exit
certain activities resulted in the recording of liabilities for store
closings, employee severance, lease buyouts, and other expenses. The Company
recorded an accrual of $6.8 million at the date of acquisition. The Company
has paid $3.9 million subsequent to the date of acquisition for these costs
and the total amount accrued is expected to be paid by the end of the first
half of 1999.

PRO FORMA SUMMARY OF OPERATIONS DATA, $(000'S)

The unaudited pro forma summary of operations data for the thirteen week
period ending May 2, 1998, has been prepared by combining the condensed
consolidated statement of operations of The Elder-Beerman Stores Corp. with
the consolidated statement of operations of Stone & Thomas for the same
period. To comply with disclosures required by generally accepted accounting
principles related to acquisitions, the following unaudited pro forma
financial information is presented as though the acquisition occurred at the
beginning of 1998. The expected synergy of this acquisition after integration
with existing businesses, including the disposition of stores, is not
permitted to be reflected in the pro forma results. Therefore, pro forma
results are not indicative of results of operations in the future or in the
period presented below.

THIRTEEN WEEKS ENDED
MAY 2, 1998
--------------------

Net sales................................................ $148,147
Net loss................................................. $ (3,658)
Basic and diluted net loss per common share.............. $ (0.23)

5. SEGMENT REPORTING

The following tables sets forth financial information by segment, $(000's):

THIRTEEN WEEKS ENDED
--------------------------
MAY 1, 1999 MAY 2, 1998
----------- -----------

Department Store
Revenues.......................................... $143,819 $119,543
Operating loss.................................... (3,573) (2,707)
Shoe Store
Revenues.......................................... $ 6,709 $ 7,181
Operating loss.................................... (258) (9)
Finance Operations
Revenues.......................................... $ 8,678 $ 8,216
Operating profit.................................. 6,023 4,886
Segment Subtotal
Revenues(1)....................................... $159,206 $134,940
Operating profit(2)............................... 2,192 2,170

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THE ELDER-BEERMAN STORES CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

(UNAUDITED)

(1) Segment revenues is reconciled to reported total revenues as follows:

THIRTEEN WEEKS ENDED
--------------------------
MAY 1, 1999 MAY 2, 1998
----------- -----------

Segment revenues.................................... $159,206 $134,940
Intersegment operating charge eliminated.......... (1,978) (1,718)
-------- --------
$157,228 $133,222
======== ========

(2) Total segment operating profit is reconciled to loss before income tax
benefit as follows:

THIRTEEN WEEKS ENDED
--------------------------
MAY 1, 1999 MAY 2, 1998
----------- -----------

Segment operating profit............................ $2,192 $2,170
Interest expense.................................. (2,559) (2,804)
Other............................................. 64 (76)
------ ------
$ (303) $ (710)
====== ======

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9

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

This Quarterly Report on Form 10-Q contains certain forward-looking
statements that are based on management's current beliefs, estimates and
assumptions concerning the operations, future results and prospects of
Elder-Beerman and the retail industry in general. All statements that address
operating performance, events or developments that management anticipates will
occur in the future, including statements related to future sales, profits,
expenses, income and earnings per share, future finance and capital market
activity, or statements expressing general optimism about future results, are
forward-looking statements. In addition, words such as "expects," "anticipates,"
"intends," "plans," "believes," "estimates," variations of such words and
similar expressions are intended to identify forward-looking statements.

Actual results may differ materially from those in the forward- looking
statements. Accordingly, there is no assurance that forward-looking statements
will prove to be accurate.

Many factors could affect Elder-Beerman's future operations and results,
such as the following: increasing price and product competition; fluctuations in
consumer demand and confidence; the availability and mix of inventory;
fluctuations in costs and expenses; the effectiveness of advertising, marketing
and promotional programs; weather conditions that affect consumer traffic in
stores; the continued availability and terms of financing; the outcome of
pending and future litigation; and general economic conditions, such as the rate
of employment, inflation and interest rates and the condition of the capital
markets.

Forward-looking statements are subject to the safe harbors created under
the federal securities laws. Elder-Beerman undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.

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

The following is a discussion of the financial condition and results of
operations of the Company for the 13 week periods ended May 1, 1999 ("First
Quarter 1999") and May 2, 1998 ("First Quarter 1998"). The Company's fiscal year
ends on the Saturday closest to January 31. The discussion and analysis which
follows are based upon and should be read in conjunction with the Condensed
Consolidated Financial Statements and the Notes thereto included in Part I, Item
I.

RESULTS OF OPERATIONS

First Quarter 1999 Compared To First Quarter 1998

Net sales for the First Quarter 1999 increased by 18.8% to $150.5 million
from $126.7 million for the First Quarter 1998. The increase includes a 4.3%
comparative sales increase for the department store division, and a 7.0%
comparative sales decrease for the Bee-Gee Shoe division. The department store
comparable sales results include the Dayton Mall flagship store relocated from
the Southtown shopping center to the adjacent Dayton Mall in July 1998. Women's
better sportswear, cosmetics, decorative home, domestic, intimate apparel,
dresses, and juniors led the sales increase for the department stores. The
department stores acquired from Stone & Thomas in July 1998 generated $16.7
million in sales during the First Quarter 1999.

Financing revenue from the Company's private label credit card for the
First Quarter 1999 increased by 3.1% to $6.7 million from $6.5 million for the
First Quarter 1998. The increase in finance charges is due to an increase in
outstanding customer accounts receivable as compared to First Quarter 1998,
primarily due to the acquisition of the Stone & Thomas accounts receivable
portfolio in November 1998.

Cost of goods sold, occupancy, and buying expenses increased to 73.5% of
net sales for the First Quarter 1999 from 72.5% of net sales for the First
Quarter 1998. This increase is primarily due to real estate expenses related to
the new Dayton Mall, Erie and West Virginia stores (former Stone & Thomas
stores), for which sales have not yet matured to Company average productivity
levels.

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10

Selling, general, and administrative expenses decreased to 28.8% of net
sales for the First Quarter 1999 from 29.8% for the First Quarter 1998. This was
due to improved leveraging of corporate operating expenses with the increased
sales volume, including payroll and fringe benefits.

Provision for doubtful accounts was 0.6% of net sales for the First Quarter
1999 compared to 1.2% of net sales for the First Quarter 1998. This improvement
is due to fewer delinquent customer accounts and a reduction in personal
bankruptcies affecting the Company.

Interest expense decreased to $2.6 million for the First Quarter 1999 from
$2.8 million for the First Quarter 1998. The decrease is due to lower average
borrowing for the First Quarter 1999 compared to the First Quarter 1998. The
additional average financing required in the First Quarter 1998 was to support
the payment of bankruptcy obligations in connection with the consummation of the
Company's chapter 11 plan of reorganization pursuant to the Third Amended Joint
Plan of Reorganization, dated November 17, 1997, as amended (the "Plan"), which
was confirmed by an order of the United States Bankruptcy Court for the Southern
District of Ohio, Western Division (the "Bankruptcy Court") entered on December
16, 1997.

An income tax benefit was recorded in the First Quarter 1999 at the rate of
38.0% compared to a benefit recorded in the First Quarter 1998 at the rate of
38.6%.

LIQUIDITY AND CAPITAL RESOURCES

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

Net cash used in operating activities was $24.9 million for the First
Quarter 1999, compared to $8.6 million used in the First Quarter 1998. During
the First Quarter 1999 the seasonal increase in inventory levels was $7.4
million greater than in the First Quarter 1998.

Net cash used in investing activities was $1.9 million for the First
Quarter 1999, compared to $2.5 million for the First Quarter 1998. The Company
has spent $0.6 million less than last year in capital expenditures for store
maintenance, remodeling, and data processing.

For the First Quarter 1999, net cash provided by financing activities was
$28.2 million compared to $11.0 for the First Quarter 1998, which represents
additional borrowing to fund the increase in cash used in operating activities.

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

The Company may from time to time consider acquisitions of department store
assets and companies. Acquisition transactions, if any, are expected to be
financed through a combination of cash on hand from operations, available
borrowings under the Credit Facilities and the possible issuance from time to
time of long-term debt or other securities. Depending upon the conditions in the
capital markets and other factors, the Company will from time to time consider
the issuance of debt or other securities, or other possible capital market
transactions, the proceeds of which could be used to refinance current
indebtedness or for other corporate purposes.

YEAR 2000 DISCLOSURE

The term "Year 2000 Issue" is a general term used to describe the various
problems that may result from the improper processing of dates and
date-sensitive calculations by computers and other machinery as the year 2000 is
approached and reached. These problems generally arise from the fact that most
of the world's computer hardware and software have historically used only two
digits to identify the year in a date, often meaning that the computer will fail
to distinguish dates in the "2000s" from the dates in the "1900s". These

8
11

problems may also arise from other sources as well, such as the use of special
codes and conventions in software that make use of the date values.

The Company expects to be Year 2000 ready. "Year 2000 ready" means that
critical systems, devices, applications or business relationships have been
evaluated and are expected to be suitable for continued use into and beyond the
Year 2000, and that contingency plans are in place to mitigate risks stemming
from the failure of other parties to be Year 2000 ready.

The Company began addressing the Year 2000 issue in the early 1990s by
changing its computer systems development standards for new systems to utilize
Year 2000 compliant date storage techniques. The Company is using a multistep
approach in conducting its Year 2000 Readiness Project. These steps are
inventory, assessment, remediation and verification, and contingency planning.
The first step, an inventory of critical systems and devices with potential Year
2000 problems was completed in July of 1998. The next step, completed in October
1998, was an assessment to determine any necessary changes to ensure Year 2000
readiness. The assessment confirmed estimates of $300,000 to make central
computer systems Year 2000 ready, and revealed other noninformation systems and
equipment requiring additional remediation costs of $275,000. The Company has
completed evaluation, remediation, verification, and implementation of its
internally developed systems. The Company is utilizing internal and external
resources in its effort to be Year 2000 ready by mid 1999. The Company has
completed formal communication with third party information systems suppliers to
solicit Year 2000 readiness statements. Forty-seven third party information
systems suppliers were contacted with the following response: 93% indicate that
they are compliant now, 7% indicate that compliant versions of their products
are available. The Company implemented all but two of these updated versions in
the first quarter of 1999, the remaining noncompliant suppliers products will be
implemented during the second quarter of 1999. Noninformation systems areas will
be completed in the second quarter of 1999. The Company has issued formal
communication to critical noninformation systems service providers to determine
the extent to which the Company is vulnerable to those third parties' failure to
remediate their own Year 2000 issues. The Company can not predict the outcome of
other companies' remediation efforts, however it has no knowledge that any of
these companies' will not be Year 2000 ready. The Company began systems testing
in February 1999. The Company will continue general systems testing to verify
that its systems are Year 2000 ready.

Testing will be completed in the second quarter of 1999. The Company will
promptly respond to issues discovered by general systems testing. Contingency
plans will be prepared so that the Company's critical business processes can be
expected to continue to function on January 1, 2000 and beyond. The Company's
contingency plans will be structured to address both remediation efforts of
systems and their components and overall business operating risk. These plans
are intended to mitigate both internal risks as well as potential risks in the
Company's supply chain and in maintaining the confidence of its customers. The
Company believes that its most reasonably likely worst case scenario is that key
suppliers or service providers fail to meet their commitments to the Company due
to failure on their part or on the part of other underlying business entities to
be Year 2000 ready. The Company has assessed the risks associated with such
failures and believes that its contingency plans would mitigate the long-term
effect of such a scenario. If a temporary disruption does occur, the Company
does not expect that it would have a material adverse affect on its financial
position and results of operations.

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.

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12

PART II. -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is currently involved in several legal proceedings arising from
its normal business activities and reserves have been established where
appropriate. However, no legal proceedings have arisen or become reportable
events during this quarter, and management believes that none of the remaining
legal proceedings will have a material adverse effect on the financial
condition, results of operations or cash flows of the Company.

In addition, as a result of the bankruptcy, the Company remains subject to
the jurisdiction of the Bankruptcy Court for matters relating to the
consummation of the Plan.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

(a) Not Applicable.

(b) Not Applicable.

(d) Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

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

(1) The Board of Directors recommended the three individuals set forth
below be elected Directors in Class I at the 1999 Annual Meeting of
Shareholders of The Elder-Beerman Stores Corp. held on May 28, 1999, to
serve a term of three years expiring at the Annual Meeting in 2002 (or
until their respective successors are elected and qualified). All three
individuals had been previously elected as Directors and were
re-elected at the 1999 meeting.

FOR WITHHELD
---------- --------

Thomas J. Noonan, Jr........................................ 11,571,929 217,268
Bernard Olsoff.............................................. 11,572,743 216,454
Laura H. Pomerantz.......................................... 11,579,160 210,037

(2) Shareholders approved the amendment to The Elder-Beerman Stores Corp.
Amended Code of Regulations.

FOR AGAINST ABSTAIN BROKER NON-VOTES
--- ------- ------- ----------------

11,519,629 234,994 34,573 0

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The following Exhibits are included in this Quarterly Report on Form
10-Q:

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13

3(a) Amended Articles of Incorporation (previously filed as
Exhibit 3(a) to the Form 10-K filed on April 30, 1998 (the
"Form 10-K") and incorporated herein by reference)
3(b) Amended Code of Regulations
4(a) Stock Certificate for Common Stock (previously filed as
Exhibit 4(a) to the Company's Form 10/A-1 filed on January
23, 1998 and incorporated herein by reference)
4(b) Rights Agreement By and Between The Elder-Beerman Stores
Corp. and Norwest Bank Minnesota, N.A., dated as of December
30, 1997 (previously filed as Exhibit 4.1 to the Company's
Registration Statement on Form 8-A filed on November 17,
1998 (the "Form 8-A") and incorporated herein by reference).
4(c) Warrant Agreement by and Between Beerman-Peal Holdings, Inc.
and the Elder-Beerman Stores Corp. for 249,809 shares of
Common Stock at a strike price of $12.80 per share dated
December 30, 1997 (previously filed as Exhibit 4(d) to the
Form 10-K and incorporated herein by reference)
4(d) Warrant Agreement by and Between Beerman-Peal Holdings, Inc.
and the Elder-Beerman Stores Corp. for 374,713 shares of
Common Stock at a strike price of $14.80 per share dated
December 30, 1997 (previously filed as Exhibit 4(e) to the
Form 10-K and incorporated herein by reference)
4(e) Amendment No. 1 to the Rights Agreement, dated as of
November 11, 1998 (previously filed as Exhibit 4.2 to the
Form 8-A and incorporated herein by reference)
27 Financial Data Schedule

(b) No reports on Form 8-K were filed during the period.

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14

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/ Scott J. Davido
--------------------------------
Scott J. Davido
Executive Vice President, Chief
Financial Officer and Treasurer
(on behalf of the Registrant and
as Principal Financial Officer)

Dated: June 14, 1999

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EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------

2(a) Third Amended Joint Plan of Reorganization of The
Elder-Beerman Stores Corp. and its Subsidiaries dated
November 17, 1997 (previously filed as Exhibit 2 to the
Company's Form 10 filed on November 26, 1997, and
incorporated herein by reference)
3(a) Amended Articles of Incorporation (previously filed as
Exhibit 3(a) to the Form 10-K filed on April 30, 1998 (the
"Form 10-K"), and incorporated herein by reference)
3(b) Amended Code of Regulations
4(a) Stock Certificate for Common Stock (previously filed as
Exhibit 4(a) to the Company's Form 10/A-1 filed on January
23, 1998 and incorporated herein by reference)
4(b) Rights Agreement By and Between The Elder-Beerman Stores
Corp. and Norwest Bank Minnesota, N.A., dated as of December
30, 1997 (previously filed as Exhibit 4.1 to the Company's
Registration Statement on Form 8-A filed on November 17,
1998 (the "Form 8-A") and incorporated herein by reference).
4(c) Warrant Agreement by and Between Beerman-Peal Holdings, Inc.
and the Elder-Beerman Stores Corp. for 249,809 shares of
Common Stock at a strike price of $12.80 per share dated
December 30, 1997 (previously filed as Exhibit 4(e) to the
Form 10-K and incorporated herein by reference)
4(d) Warrant Agreement by and Between Beerman-Peal Holdings, Inc.
and the Elder-Beerman Stores Corp. for 374,713 shares of
Common Stock at a strike price of $14.80 per share dated
December 30, 1997 (previously filed as Exhibit 4(e) to the
Form 10-K and incorporated herein by reference)
4(e) Amendment No. 1 to the Rights Agreement, dated as of
November 11, 1998 (previously filed as Exhibit 4.2 to the
Form 8-A and incorporated herein by reference)
27 Financial Data Schedule