<PAGE>

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

                                  FORM 10-K/A
(Mark One)

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

     For the fiscal year ended January 31, 2001.

[_]  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: 0-21448

                          National Home Centers, Inc.
            (Exact name of registrant as specified in its charter)

              Arkansas                                      71-0403343
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

           Highway 265 North
         Springdale, Arkansas                                 72765
(Address of principal executive offices)                    (Zip Code)

      Registrant's telephone number, including area code: (501) 756-1700

       SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

      Common Stock, $.01 par value traded on the Nasdaq Small Cap Market

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((S) 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment of this Form 10-K [_]

     On April 20, 2001, there were outstanding 7,142,251 shares of the
registrant's Common Stock, $.01 par value.

     The aggregate market value of the 2,301,041 shares of Common Stock held by
non-affiliates of the registrant as of April 20, 2001 was $2,508,135.

     DOCUMENTS INCORPORATED BY REFERENCE

     National Home Centers, Inc. Annual Report for fiscal year ended January 31,
2001 (certain portions incorporated by reference into Part II)


<PAGE>

PART I

Items 1 and 2.  Business and Properties.
                -----------------------

                                  THE COMPANY
Background

     General. National Home Centers, Inc. ("NHC" or the "Company") started its
building supply operations in 1972 and opened its first store, serving primarily
professional contractors, in 1977. In 1983, NHC began implementing a dual-
customer strategy, serving both professional contractors and retail consumers.
Since 1998, NHC has shifted its focus back to professional contractors. Today,
the Company operates seven contractor sales locations and one appliance sales
warehouse in the State of Arkansas, and approximately 79% of its sales are to
contractor consumers.

     The Company operates its stores in four Arkansas markets: Northwest
Arkansas (2 stores); Little Rock (3 stores); Russellville (2 stores); and Fort
Smith (1 store). NHC also operates fabrication facilities for value-added
conversion products such as countertops, pre-hung door units, and window units.

     Executive Offices. The Company's executive offices are located at Highway
265 North, Springdale, Arkansas 72765. The Company's telephone number is (501)
756-1700.

                                   BUSINESS

General

     The Company is a retailer of home improvement products and building
materials with an established core market primarily in Arkansas, but including
Oklahoma and Missouri.  The Company operates large building supply operations
serving both retail consumers and professional contractors.  NHC's business
strategy capitalizes on professional contractor sales by providing a broad
product assortment and a full range of services in each of its four Arkansas
markets.

     The Company operates in the highly competitive home improvement industry.
NHC's primary competition comes from other lumberyards, as well as home centers,
discount retail stores, supermarkets, warehouse stores, certain specialty
stores, traditional hardware, and plumbing and electrical suppliers.  The
introduction of national and/or regional home improvement stores to NHC's
markets has significantly increased competition for market share in recent
years.  In an attempt to gain market share, these new competitors have offered
reduced prices on products similar to those carried by NHC.  This has placed
pressure on NHC's stores and its prospective sales, gross margins, and operating
income.  Although NHC's markets are fairly saturated and few national or
regional chains are aggressively expanding, it is possible that competition will
continue to increase in those markets served by NHC.  Such additional
competition may adversely affect the Company's future earnings. Single-family
building permits in Arkansas were down approximately 12% while multi-family
building permits declined about 35% in 2000 compared to 1999.

Reduction in Exposure of Retail Assets

     The Company initially entered the retail segment of the market in the early
1980's primarily as a hedge against rising interest rates and reduced housing
starts.  As a result of the recent drastic increase in competition for the
retail home improvement dollar and a non-inflationary economic environment, NHC
has reevaluated its niche in the industry.  The Company has reduced its exposure
to the retail segment of the home improvement industry.  Because regional
contractors have long recognized NHC as a quality

                                       2
<PAGE>

operation and because the Company has developed a strong, loyal following of
contractors, NHC has reemphasized and refocused its efforts on becoming the
leader in the professional contractor market. In the year ended January 31, 2001
(fiscal 2000), sales revenues from professional contractors were approximately
79% of the Company's total revenues. The Company expects sales to professional
contractors to be over 80% of future revenues. NHC continues to explore industry
consolidation possibilities including, but not limited to, acquisition of other
contractor-related companies.

Capitalization of the Company

     On July 15, 1998, the Company entered into a loan and security agreement
with a financial institution for a $20 million revolving credit agreement, which
expires in July, 2002. The agreement provides for interest to be charged at
 .375% per annum in excess of the Prime Rate (9.00% at January 31, 2001). The
agreement limits availability to a borrowing base of 85% of eligible accounts
receivable and 65% of eligible inventory, with each capped at $10 million. The
facility does not contain any financial covenants. The Company had additional
available borrowing capacity of approximately $1.3 million under the revolving
credit agreement as of January 31, 2001. The Company also financed approximately
$1.0 million of capital equipment purchases during the year ending January 31,
2001.

Reduction of Accounts Payable and Long-Term Debt

     The Company has made significant strides to pay down debt since 1998.  By
doing so, NHC is now able to focus its efforts on implementing a long-term
strategy for continued competition in the home improvement industry.  The
following highlight these efforts:

     .  Outside of normal operating activities, NHC generated approximately
          $28,000,000 since fiscal 1998 by refinancing existing debt, reducing
          inventory balances, and monetizing non-producing assets. The majority
          of this amount was used to reduce accounts payable and other long-term
          debt.

     .  Since July, 1998, the Company has been current with all of its trade
          vendors, has reestablished credit lines, and is taking advantage of
          vendor discounts.

     .  NHC has improved its capital structure by obtaining more favorable terms
          on its debt instruments with no financial covenants.

Store Properties

     The following table shows the location, opening date, size,
retail/contractor sales mix and approximate number of SKUs of each of the
Company's stores:

<TABLE>
<CAPTION>
                                Opening                  Area in Square Feet     Retail/Contractor             Fabrication
                                                         -------------------
       Store Location            Date      Acreage      Retail      Warehouse         Mix (%)          SKUs     Operations
       --------------            ----      -------      ------      ---------         -------        --------

<S>                            <C>        <C>        <C>          <C>           <C>                 <C>       <C>
I.  Northwest   Arkansas

        Springdale               11/83      21          49,300       190,000           30/70          14,000       door,
                                                                                                                  window

        Bentonville              06/92       6          20,200        18,000           0/100           5,000       door,
                                                                                                                  window
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
                                Opening                 Area in Square Feet     Retail/Contractor             Fabrication
                                                        -------------------
       Store Location            Date      Acreage     Retail      Warehouse         Mix (%)          SKUs     Operations
       --------------            ----      -------     ------      ---------         -------          ----     ----------
<S>                            <C>         <C>        <C>          <C>              <C>            <C>          <C>
II.  Fort Smith

          Fort Smith             12/77      10          31,100       110,000          0/100           8,000       door,
                                                                                                                 window
III.  Little Rock

          North Little Rock      10/85      13          96,200       150,000          45/55          27,000       door,
                                                                                                                 window

          Conway Contractor      05/93       4               0        30,000          0/100           4,000       door,
                                                                                                                 window

          Maumelle               06/93       3               0        20,000          0/100             900

IV.  Russellville

          Russellville           06/93      14          30,000        80,000          0/100          12,000       door,
                                                                                                                 window

          Clarksville            09/95       1               0        14,000          0/100           5,000         --
                                                       -------       -------
          Total area                                   226,800       612,000          21/79
</TABLE>

     The Springdale, Bentonville, Fort Smith and North Little Rock stores are
leased from the Company's chairman and/or his spouse. The Clarksville, Maumelle
and a portion of the Russellville properties are leased from third parties.
Lease terms for these properties range from 10 to 15 years and provide for
renewal options. The Company owns the Conway contractor property and a portion
of the Russellville property.

     The Company owns the land and building for the closed Conway retail store
and leases approximately one-third of the store to Office Depot, Inc. The Rodney
Parham store in Little Rock, Arkansas was leased from an unaffiliated third
party. The Company bought out of the lease in fiscal 2000 and no longer has an
interest in the property.

     On July 15, 1998, the Company sold the real property and improvements
associated with its closed Fayetteville, Arkansas, supercenter to The Home
Depot, Inc.  On July 30, 1998, the Company sold the real property, improvements
and certain fixed assets associated with its closed Rogers, Arkansas,
supercenter to Lowe's Companies, Inc.  Proceeds of the sales were used to reduce
indebtedness associated with the properties and for general working capital.

     The Company owns a thirty (30) acre parcel in Branson, Missouri. The parcel
is owned free of debt and has been placed on the market for sale.

Fabrication Facilities

     NHC maintains fabrication facilities in Springdale, Bentonville, Fort
Smith, Russellville, Conway and North Little Rock for value-added conversion
products, such as counter tops, pre-hung door units and window units. Management
believes that this vertical integration provides an advantage in serving
professional contractors by offering them a wide variety of products at
competitive prices, thus encouraging increased sales. The Company's door shops
are equipped with modern, automated machinery and are capable of producing high-
quality interior and exterior door units at competitive prices. The Company
manufactures over 9,000 pre-hung door units per month. Door shops, which also
are equipped and staffed to custom cut and produce laminated kitchen and bath
counter tops, serve both retail customers and professional contractors and
enable the Company to provide prompt, local service at lower costs. Management
believes that its fabrication facilities are adequate to meet existing and
foreseeable needs.

                                       4
<PAGE>

Products

     The Company's stores offer a large selection of lumber, building materials,
hardware and tools, electrical and plumbing supplies, paint, lighting, home
decor, pre-hung doors, windows, appliances, cabinets, garden supplies and
seasonal items. Each store currently stocks between 900 and 27,000 SKUs. Many of
the items sold in the Company's stores are nationally advertised, brand-name
products. NHC classifies its product offerings into five categories:

     Building Materials--Dimensional lumber, plywood, roofing, trusses,
     siding, windows, finish lumber, pre-hung doors and mouldings.

     Hardware/Plumbing/Electrical--Electrical wire and wiring materials,
     lighting fixtures, plumbing materials, power and hand tools, and door
     locks.

     Home Decor--Paint, wall and floor coverings and housewares.

     Appliances/Cabinets--Kitchen appliances, washers, dryers, cabinets
     and fireplaces.

     Lawn and Garden--Plants, fertilizer, mowers, garden tools and outdoor
     furniture.

     The percentage of sales accounted for by the merchandise categories for
each of the Company's three most recent fiscal years were as follows:

                                            Fiscal Year Ending January 31,
Products                               2001              2000             1999
--------                               ----              ----             ----
Building Materials                       66                71               61
Hardware/Plumbing/Electrical             12                11               15
Home Decor                               10                 8                9
Appliances/Cabinets                      10                 8               10
Lawn and Garden                           2                 2                5
                                       ----              ----             ----
Total                                   100%              100%             100%

Purchasing

     Except for pre-hung doors which are fabricated by the Company, NHC
purchases its merchandise from more than 650 manufacturers and suppliers. No
single supplier accounted for more than 10% of NHC's total purchases in fiscal
2000. The Company believes it has good relationships with its suppliers and does
not consider itself dependent upon any single source for its merchandise.
Management does not believe that the loss of any single supplier would have a
material adverse effect on the Company.

     The Company's corporate merchandise buyers, located in the Springdale
corporate office, make all decisions on new products to be sold in NHC stores.
Once the corporate buyers have selected a new product, they issue initial
purchase orders for all NHC stores where that product will be sold. Buyers in
each store are responsible for making subsequent orders for all in-stock
merchandise. Each store's computer system tracks the quantity of any product
sold and automatically generates recommended purchase orders which are edited by
store buyers who then issue purchase orders directly to the vendor. Merchandise
is typically shipped directly to the store that will stock the product. In
addition, sales volumes resulting from successful implementation of the
Company's dual-customer strategy permit NHC to maximize economies available from
discount purchases. These large volume purchases may be shipped to the Company's
Springdale or North Little Rock stores for subsequent distribution to other NHC
stores in those markets.

                                       5
<PAGE>

Credit

     NHC offers credit for professional contractors which allows those customers
to make purchases at any NHC store. Professional contractors make the majority
of their purchases on credit. Subcontractors hired by a professional contractor,
as well as the property owner, may charge materials purchased for that job to
the professional contractor's account. Credit policies and procedures are
established by the Company's credit department, and all professional contractor
sales representatives are trained in those policies and procedures. Each of
NHC's market areas has a dedicated credit manager who interacts with sales
representatives, management and credit agencies to manage and monitor customer
credit. The Company also has a Corporate Credit Manager who oversees five area
credit managers and activities and policies relating to contractor receivables.
NHC's credit policies are designed to maximize extension of credit to
professional contractors without unduly risking bad credit. Credit sales
accounted for substantially all of NHC's total sales to professional contractors
in fiscal 2000, while the Company's credit income (recoveries exceeded bad debts
during fiscal 2000) was 0.22% of contractor sales. In addition, NHC accepts
third-party credit cards such as MasterCard, Visa, American Express and
Discover. Approximately 41% of NHC's retail sales were made on third-party and
proprietary credit cards in fiscal 2000.

Marketing

     NHC offers various volume-oriented price levels to professional contractors
to promote larger purchases. The Company's computerized pricing system permits
sales personnel to provide consistent quantity discounts and immediate response
to customer requests for discounts on volume purchases.

     For over 20 years, the Company has offered professional contractors a
travel incentive program in which customers earn, through their purchases,
credit toward trips arranged each year by the Company. The program, which has
been highly successful in helping the Company increase its share of the
professional contractor business, gives the Company an opportunity to present
product seminars during each trip. There are currently 310 participants signed
up for a November, 2001 trip to Vienna, Austria. Builders qualify for the travel
incentive program by purchasing certain volumes of materials and by making
timely payments each month.

     Management believes that its strongest marketing tools are exceptional
customer service and everyday low prices. Because many retail customers make
buying decisions in the store, NHC focuses its marketing efforts on maintaining
a well-stocked inventory and superior service to encourage add-on sales which
augment the average purchase. As a result of this approach, NHC spent only 0.09%
of sales on advertising in fiscal 2000, primarily on contractor related sales
events and a small amount of seasonal direct mail advertising for special
promotions and to reinforce customer awareness of its everyday low pricing.

Management Information Systems

     NHC's management information systems have been designed and developed to
address a wide range of functions including sales analysis, merchandise ordering
and processing, merchandise management and presentation and financial
management. Through these systems, management has access to concise, relevant
information on performance that includes the daily individual store and
department information necessary for financial and merchandising decisions,
strategic planning and analysis.

     The Company maintains a fully computerized point-of-sale retail management
system and custom-designed software. The Company utilizes IBM RS-6000 hardware
and special building materials software developed by CCI Triad. NHC's system
provides (1) point-of-sale scanning, (2) sales and inventory tracking, compiling
data by store, employee, product category and individual SKU, (3) receivables
tracking, (4) computer generated purchase orders, and (5) other operating and
management reports. NHC is currently utilizing Electronic Data Interchange
("EDI") with selected vendors.

     NHC's point-of-sale system is a fully integrated sales, credit,
receivables, inventory, purchasing and data collection system. This system
includes UPC scanning for all items sold at NHC stores and provides automatic
price check at the register as well as sales audit reporting, advertised item
reporting, item sales

                                       6
<PAGE>

performance and history, daily computer review and suggested purchase orders.
The system also tracks professional contractor receivables and requires
management approval for any transaction which would exceed the customer's
account credit limit. The Company's payroll, accounts payable and general ledger
are also integrated with the point-of-sale system. These functions are
centralized at the Company's corporate office. The Company has entered into
service contracts with third parties for service and upgrades of computer
software. Company policies require daily backup at each store which is
maintained at secure off-site locations. In addition, the Company maintains a
standby mainframe unit to operate as backup for its primary system. The Company
is currently evaluating various internet related software packages for possible
future internet acceptance of quote requests, review and pricing of materials,
orders and correspondence with contractors.

Competition

     NHC operates its stores in four Arkansas markets. The Company's principal
competitors in these markets are Lowe's, Home Depot, Sutherlands, Cameron
Ashley, One Source, Meeks, Ridout, and 84 Lumber.

Patents and Trademarks

     The Company has obtained federal trademark registration for the service
mark National Home Centers(R). The federal registration covers NHC's use of the
mark for retail lumber, building materials and hardware store services, but does
not contemplate use of the mark on other products.

Employees and Labor Relations

     As of January 31, 2001, the Company employed 448 persons, consisting of 408
full-time and 40 part-time personnel. Generally, the Company believes that
relations with its employees are excellent. None of the Company's employees are
represented by a union or covered by a collective bargaining group.

Forward Looking Statements

     Forward-looking statements contained herein are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. There
are various factors that could cause results to differ materially from those
anticipated by such statements. Investors are cautioned that all forward-looking
statements involve risks and uncertainty. The Company does not undertake to
publicly update or revise its forward-looking statements even if experience or
future changes made it clear that any projected results expressed or implied
therein will not be realized. Factors that could cause actual results to differ
materially include, but are not limited to, the following: the strength and
excess of new and existing competition; the Company's ability to maintain
competitive pricing in its markets; the Company's ability to increase sales; the
Company's ability to attract, train, and retain experienced, quality employees;
the Company's ability to dispose of excess real estate and other assets; general
economic conditions; housing turnover; interest rates; weather; and other
factors described from time to time in the Company's Securities and Exchange
Commission filings.

Item 3.  Legal Proceedings.
         -----------------

     On May 24, 2000, Raeleen Ann Barnes Matlock, acting as administratrix for
the estate of Jimmy Ray Barnes, filed a lawsuit in the Circuit Court of Pulaski
County, Arkansas against W.M. Barr & Co., Inc., Ring Can Corporation, and the
Company. The lawsuit alleges negligence, breach of warranty, and product
liability acts by the defendants in connection with the manufacture,
distribution, and sale of a defective container of paint thinner. The plaintiff
is seeking actual damages in an amount of $6,000,000 and punitive damages in the
same amount. On June 20, 2000, the Company filed an answer to the complaint,
generally denying the allegations with regard to National Home Centers and
requesting that the court dismiss the complaint as against the Company. The
Company is also, at times, a party to routine litigation incidental to its
business. In the opinion of the Company's management, such proceedings should
not, individually or in the aggregate, have a material adverse effect on the
Company's results of operations or

                                       7
<PAGE>

financial condition. The Company maintains insurance in such amounts and with
such coverage and deductibles as management believes are reasonable.

     On November 3, 2000, a judgment was entered against the Company in the
Washington County, Arkansas Circuit Court, Case Number CIV 97-1553, in favor of
James and Patricia Larson in the amount of $235,000 for damages suffered in a
1997 accident. The Company, along with its insurance provider as surety, has
filed an appeal with the Arkansas Court of Appeals and has posted the
appropriate bond. The final amount of any potential judgment or settlement will
be covered by insurance and management does not believe that the final outcome
of these proceedings should have a material adverse effect on the Company.

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

     Not applicable.

PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------------------

     The Company is authorized to issue 25,000,000 shares of Common Stock, $.01
par value of which 7,142,251 shares were outstanding as of April 20, 2001, and
5,000,000 shares of Preferred Stock, $1.00 par value, of which no shares were
outstanding as of April 20, 2001.

                                 COMMON STOCK

     The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Subject to
preferences applicable to any outstanding Preferred Stock, holders of Common
Stock are entitled to receive ratably such dividends as may be declared by the
Board of Directors out of funds legally available therefore. Holders of Common
Stock have no preemptive or subscription rights and there are no redemption or
conversion rights with respect to such shares. The outstanding shares of Common
Stock are fully paid and non-assessable. As of January 31, 2001, the Company's
Chairman beneficially owned approximately 63.5% of the outstanding Common Stock.

     The Company has not previously paid any cash dividends on its Common Stock
and does not anticipate paying any cash dividends in the future. See "Dividend
Policy."

     At April 20, 2001, the 7,142,251 shares of Common Stock then outstanding
were held by approximately 550 persons (excluding persons holding shares in
nominee names). The Transfer Agent and Registrar for the Common Stock is UMB
Bank of Kansas City.

     The Company's Common Stock is currently traded on The Nasdaq Small Cap
Market under the symbol "NHCI." The following table sets forth the quarterly
high and low sales price for the Common Stock as reported on The Nasdaq Small
Cap Market.


Fiscal 1999                                        High                 Low
-----------                                        ----                 ---
First Quarter                                      $1.63               $1.00
Second Quarter                                      1.44                1.06
Third Quarter                                       1.28                1.00
Fourth Quarter                                      1.31                1.00

Fiscal 2000
-----------
First Quarter                                       1.87                1.09
Second Quarter                                      1.75                1.41
Third Quarter                                       1.72                1.50
Fourth Quarter                                      1.53                1.06

                                       8
<PAGE>

Fiscal 2001
-----------
First Quarter (through April 20, 2001)              1.27                1.09



                                PREFERRED STOCK

     The Board of Directors is authorized to provide for the issuance of
Preferred Stock in one or more series and to fix the dividend rate, conversion
rights, voting rights, rights and terms of redemption, redemption price or
prices, liquidation preferences and qualifications, limitations and restrictions
thereof with respect to each series.  Although the Company has no present
intention to issue shares of Preferred Stock, the issuance of shares of
Preferred Stock or the issuance of rights to purchase such shares could have an
anti-takeover effect and may delay, defer or prevent a tender offer or takeover
attempt that a stockholder might consider in his or her best interest, including
attempts that might result in a premium over the market price for the shares
held by such stockholder.

                                DIVIDEND POLICY

     The Company has not previously paid cash dividends on its Common Stock. The
Company intends to retain any earnings for use in its business and therefore
does not anticipate paying any cash dividends in the foreseeable future.

Item 6.  Selected Financial Data.
         -----------------------

     Incorporated by reference from the section captioned "Selected Financial
Data," page 2 of the National Home Centers, Inc. 2000 Annual Report (the "2000
Annual Report").

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
of Operations.
-------------

     Incorporated by reference from the sections captioned "Management's
Discussion and Analysis," pages 3 through 5 of the 2000 Annual Report.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.
          ----------------------------------------------------------

     Incorporated by reference from the section captioned "Management's
Discussion and Analysis," page 4 of the 2000 Annual Report.

Item 8.  Financial Statements and Supplementary Data.
         -------------------------------------------

     Incorporated by reference from the sections captioned "Balance Sheets,
"Statements of Operations and Accumulated Deficit," "Statements of Cash Flows,"
"Notes to Financial Statements," and "Report of Independent Public Accountants,"
pages 6 through 19 of the 2000 Annual Report.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         ---------------------------------------------------------------
Financial Disclosure.
--------------------

     None.

                                       9
<PAGE>

PART III

Item 10.  Directors and Executive Officers of the Registrant.
          --------------------------------------------------

                                   DIRECTORS

     The following table provides certain information regarding the Company's
directors.

<TABLE>
<CAPTION>
Name                         Age      Experience
----                         ---      ----------
<S>                        <C>      <C>
Dwain A. Newman              67       Chairman of the Board and Chief Executive Officer of the Company
                                      since the organization of its predecessor in 1968.  President of
                                      the Company through February 1995.  Prior to 1968, Mr. Newman was
                                      a contractor salesman and general manager of Gateway Plywood and
                                      Door Company of Springdale, Arkansas (a division of International
                                      Forest Products, Phoenix, Arizona); regional manager of operations
                                      for International Forest Products until 1972.

Danny R. Funderburg          55       President and Chief Operating Officer of the Company since
                                      February 1995; Executive Vice President from March 1993 through
                                      February 1995; General Manager of the Company's North Little Rock
                                      store from 1989-1993 and 1997-present. Vice President from 1978
                                      through March 1993. Before joining the Company, Mr. Funderburg was
                                      a factory representative with Boise Cascade.  Director since 1983.

Roger A. Holman              54       Senior Vice President, Purchasing/Marketing since April 1998;
                                      President, Home Center Division, from February 1995 to April 1998;
                                      Vice President, Purchasing from 1984 through February 1995.
                                      Employed by the Company as a salesman from 1973 through 1984.
                                      Prior to his affiliation with the Company, Mr. Holman was employed
                                      by Arkansas Western Gas Company and by Service Supply.  Director
                                      since 1984.

Brent A. Hanby               37       Executive Vice President since February 1995 and Chief Financial
                                      Officer since 1990.  Previously served as the Company's Assistant
                                      Financial Officer from 1987 through 1990.  Director since 1993.

David W. Truetzel            44       Managing Director in Gryphon Holdings, a St. Louis based venture
                                      capital firm. Previously was Managing Director of Llama Co., an
                                      investment banking firm, since December, 1997; and previously
                                      served as Chief Financial Officer and Secretary of First USA
                                      Paymentech, Inc. from December, 1995 to October, 1997, also served
                                      as Vice President of A.G. Edwards & Sons, Inc. from 1990 through
                                      1995.  Director since 1993.

Richard D. Denison           71       President and owner since 1984 of First San Francisco Corporation,
                                      a Chicago-based financial advisory firm.  Previously served as
                                      Senior Vice President and Director of Edward Hines Lumber Co. and
                                      also as Vice President and Treasurer of Quaker Oats Co. for eleven
                                      years.  Director since 1996.
</TABLE>

                                       10
<PAGE>

     Dwain A. Newman is the stepfather of Brent A. Hanby; there are no other
family relationships among the foregoing nominees. By reason of his ownership,
directly and beneficially, of shares of the Company's Common Stock, Dwain A.
Newman is deemed to be a control person of the Company. None of the companies or
organizations listed opposite the name of any director above is a parent,
subsidiary or affiliate of the Company.

                              EXECUTIVE OFFICERS

     Dwain A. Newman, Danny R. Funderburg, Roger A. Holman, Brent A. Hanby, John
Collins, C. Belle Reed and Robert H. Storment serve as executive officers of the
Company. The first four named individuals also serve as directors and are
described above under the caption "Election of Directors."

               John Collins, age 42, was promoted to Vice President,
          Merchandising and Store Planning in February 1995. Previously Mr.
          Collins served in the capacity of Merchandise Manager and was in
          charge of store planning. Mr. Collins has been an employee of the
          Company since November 1987.

               C. Belle Reed, age 45, has served as the Corporate Controller for
          the past ten years. Ms. Reed was named Corporate Secretary in 1993 and
          has been employed by the Company in various positions since August
          1979.

               Robert H. Storment, age 42, was named Vice President, Accounting
          in February 1995. Mr. Storment joined the Company in November 1992 as
          Director of Accounting. Prior to joining the Company, Mr. Storment
          served as a senior manager for the Little Rock, Arkansas office of
          KPMG Peat Marwick LLP. Mr. Storment is a registered Certified Public
          Accountant in the State of Arkansas.

                            SECTION 16 REQUIREMENTS

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission (the "SEC") and the National Association of Securities Dealers. Such
persons are required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.

     Based solely on its review of the copies of such forms received by it with
respect to fiscal 2000, or written representations from certain reporting
persons, the Company believes that each such person has timely complied with all
filing requirements.

Item 11.  Executive Compensation.
          ----------------------

General

     The Company's compensation policy is based on its belief that total
compensation programs for its Chief Executive Officer and other executives
should be based upon many of the same criteria used in setting compensation for
its other salaried employees -- such as individual experience, initiative and
performance -- but that a larger portion of executive compensation should be
tied directly to the financial performance of the Company.

                                       11
<PAGE>

     The Board of Directors has established a Compensation Committee to review
and make recommendations regarding executive compensation. Members of the
Compensation Committee are Dwain A. Newman, Richard D. Denison and David W.
Truetzel, all directors of the Company. Operating within the guidance provided
by the Board of Directors, the Compensation Committee's role is to assure that
the Company's executive compensation strategy is aligned with the interests of
the stockholders, and the Company's compensation structure will allow for fair
and reasonable base salary levels and the opportunity for executives to earn
compensation that reflects both Company and individual performance.

     The Compensation Committee determines executive compensation each year
after reviewing its annual audit report. Salary and bonus determinations
typically are made in March of each year and are based on Company and individual
executive performance in the preceding year. Thus, salary and bonus
determinations made in fiscal 2000 reflect performance in fiscal 1999. In
addition, the Compensation Committee determines the amount of the Company's
contribution to its 401(k) Retirement Plan at the end of each fiscal year. The
following is a report of the Compensation Committee addressing the compensation
policy as it related to the Company's Chief Executive Officer and its other
executive officers for fiscal 2000.

REPORT OF THE COMPENSATION COMMITTEE

Compensation Policy

     The goal of the Company's executive compensation policy is to ensure that
an appropriate relationship exists between executive pay and the creation of
stockholder value, while at the same time motivating and retaining key
employees. To achieve this goal, the Company's executive compensation policies
integrate annual base compensation with bonuses based upon corporate performance
and individual initiative and performance. In addition, eligible employees
receive a portion of Company profits through the Company's annual contributions
to its 401(k) Retirement Plan. Accordingly, in years in which performance goals
are achieved or exceeded, total executive compensation tends to be higher than
in years in which performance is below expectations. Annual cash compensation,
together with the payment of incentive and deferred compensation, is designed to
attract and retain qualified executives and to ensure that such executives have
a continuing stake in the long-term success of the Company.

     Net profit is the primary measure of Company performance used to determine
executive compensation. In addition, the Company may consider other factors,
such as earnings per share and achievement of planned growth. The Company
currently does not set any specific performance targets and does not use a set
formula for determining executive salaries and bonuses but instead subjectively
determines salary and bonus for executives in amounts that reflect consideration
of the factors listed above. Executive officers eligible to participate in the
Company's 401(k) Retirement Plan receive a pro rata share of the Company's
annual contribution to the Plan based on the individual's tenure with the
Company and base salary.

     Section 162(m) of the Internal Revenue Code of 1986, as adopted under the
Omnibus Budget Reconciliation Act of 1993, generally limits a corporation's
federal tax deduction for compensation paid to certain executive officers in any
one year to $1,000,000. Because executive compensation currently falls far below
$1,000,000 for each of the named executive officers, the Company does not have a
policy on qualifying compensation of its executive officers for deductibility
under Section 162(m). The Compensation Committee or the Board will evaluate the
need for such a policy in the future in connection with its review of executive
compensation.

Fiscal 2000 Compensation

     The Company's executive compensation program for fiscal 2000 consisted of
(i) base salary, adjusted from the prior year, (ii) pro rata match distribution
under the 401(k) Retirement Plan, (iii) employer match

                                       12
<PAGE>

related to the Employee Stock Purchase Plan and (iv) a bonus paid for improved
and/or profitable company performance. The determinations of salary for each
executive officer were made subjectively, based upon a combination of the
performance factors described above and the perception of each executive's level
of responsibility in the Company. Likewise, the Board of Directors subjectively
determined the Company's total contribution to the 401(k) Retirement Plan for
fiscal 2000. Mr. Funderburg's bonus paid in fiscal 2000 was for the performance
of the Little Rock area stores for fiscal 1999, where Mr. Funderburg also serves
as general manager.

CEO Compensation

     Dwain A. Newman has been Chairman and Chief Executive Officer of the
Company since its inception in 1968. Consistent with the other executive
officers, the structure of Mr. Newman's compensation package reflects the
Company's philosophy of "total compensation and pay for performance." Mr.
Newman's salary for fiscal 2000 was based primarily on Mr. Newman's position as
Chairman and CEO of the Company. Although net profit was an important factor,
the Compensation Committee subjectively determined his salary amount for fiscal
2000. During fiscal 2001, Mr. Newman will not receive a bonus for fiscal 2000.

Conclusion

     The Company believes that linking executive compensation to corporate
performance results in a better alignment of compensation with corporate goals
and stockholders' interest. The Compensation Committee believes that
compensation levels during fiscal 2000 adequately reflect the Company's
compensation goals and policies.

              National Home Centers, Inc.
              Compensation Committee

              Dwain A. Newman
              Richard D. Denison
              David W. Truetzel

                                       13
<PAGE>

                           Summary Compensation Table

     The following table sets forth certain summary information concerning the
compensation paid by the Company to its Chief Executive Officer and its other
officers whose aggregate remuneration exceeded $100,000 during the fiscal years
indicated.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                      Long-Term
                                                      Annual Compensation            Compensation
                                                      -------------------            ------------
            Name and                Fiscal                                            Securities            All Other
       Principal Position            Year          Salary         Bonus/(1)/      Underlying Options     Compensation/(3)/
       ------------------            ---           ------         ----------      ------------------     -----------------
<S>                                 <C>           <C>             <C>             <C>                 <C>
Dwain A. Newman                      2000         $ 80,000            -0-               -0-                  $ 5,306/(2)/
Chairman, Chief Executive            1999           80,000            -0-               -0-                    6,192/(2)/
Officer                              1998           80,000            -0-               -0-                   18,903/(2)/


Danny R. Funderburg                  2000          116,360          $32,500             -0-                  $ 1,041
President and Chief Operating        1999          113,940            8,000             -0-                      884
Officer                              1998          101,440            -0-              30,000                    619


Roger A. Holman                      2000           95,060           10,000             -0-                      687
Senior Vice President,               1999             *                *                -0-                       *
Merchandising, Purchasing            1998             *                *               30,000                     *

Brent A. Hanby                       2000           95,092           10,000             -0-                      689
Executive Vice President &           1999             *                *                -0-                       *
Chief Financial Officer              1998             *                *               30,000                     *
</TABLE>

/(1)/ Bonuses are shown in the years paid; amounts paid are based upon Company
      performance in the year preceding the year paid.

/(2)/ Includes premiums paid on term life insurance policies in the following
      amounts: $0 (fiscal 2000 & fiscal 1999); $8,130 (fiscal 1998). Also
      includes Mr. Newman's share (related PS-58 cost) of premiums paid on
      split-dollar life insurance policies in the following amounts: $4,750
      (fiscal 2000); $5,600 (fiscal 1999); $10,180 (fiscal 1998). Under the
      terms of the split-dollar policies, the Company will be reimbursed in an
      amount equal to the lesser of premium payments or the cash surrender
      value. The Company owns one of the split-dollar policies and the other
      policy is owned by a trust. See "Compensation Plans -- Life Insurance."

/(3)/ Includes the named individual's pro rata share of Company contributions to
      the Company's 401(k) Retirement Plan in the following amounts: Dwain A.
      Newman, $556 (fiscal 2000); $592 (fiscal 1999), $593 (fiscal 1998); Danny
      R. Funderburg, $ 1,041 (fiscal 2000) $884 (fiscal 1999); and $619 (fiscal
      1998); Roger A. Holman, $687 (fiscal 2000); Brent A. Hanby $689 (fiscal
      2000).

                                       14
<PAGE>

Option Grants in 1998

     The following table sets forth information concerning each grant of stock
options to the above named officers during fiscal year 1998. No stock options
have been granted to the Company's executive officers since those listed below.

<TABLE>
<CAPTION>
                                                                      Individual Grants
                      ----------------------------------------------------------------------------------------------------------

                           Number of
                           Securities         Percentage of Total     Exercise or Base
                       Underlying Options     Options Granted to           Price           Expiration        Grant Date Present
Name                    Granted in 1998       Employees in 1998        ($/Share)/(1)/         Date               Value ($)
----                  ----------------------------------------------------------------------------------------------------------
<S>                    <C>                    <C>                     <C>                  <C>               <C>
Dwain A. Newman               -0-                    --                    --                   --                   --

Danny R. Funderburg          30,000                 13.04%                $1.75            May 11, 2008              --

Roger A. Holman              30,000                 13.04%                $1.75            May 11, 2008              --

Brent A. Hanby               30,000                 13.04%                $1.75            May 11, 2008              --
</TABLE>


/(1)/  Options granted during fiscal year 1998 were 20% vested upon issuance,
       with an increase in vesting of 20% per year beginning one year after the
       date of issuance, and have remaining contractual lives of 4.3 years. As
       permissible under Statement of Financial Accounting Standards (SFAS) No.
       123, the Company accounts for stock options granted under the provisions
       of Accounting Principles Board Opinion No. 25, which recognizes
       compensation cost based on the intrinsic value of the equity award.
       Accordingly, no compensation expense was recognized in the statement of
       operations during fiscal year 1998. Had compensation cost for the
       company's stock option plan been determined based on the fair value at
       the grant date for awards for fiscal year 1999 and 1998 consistent with
       the provisions of SFAS No. 123, the effect on the Company's net earnings
       (loss) and earnings (loss) per share would not be materially different
       from the amounts reported. No options were granted in fiscal 2000 or
       fiscal 1999.

Compensation of Directors

     The Company pays each of its outside directors $15,000 per year,
regardless of the number of meetings attended. During fiscal 2000, the Company
paid no additional compensation for committee participation except for travel
reimbursement for Mr. Truetzel and Mr. Denison.  Members of the Board who also
serve as officers of the Company are not compensated for their services as
directors.

                                       15
<PAGE>

                              COMPANY PERFORMANCE

     The following graph shows a comparison of cumulative total returns for the
Company, the Standard & Poor's 500 Stock Index ("S&P 500") and an index of peer
companies selected by the Company for the five year period ending January 31,
2001.


                                    [GRAPH]


<TABLE>
<CAPTION>
Total Return Analysis
                                        1/31/1996       1/31/1997       1/30/1998        1/29/1999        1/31/2000       1/31/2001
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>             <C>              <C>              <C>             <C>
National Home Centers, Inc.            $   100.00      $    66.71      $    47.24       $    44.45       $    51.40      $    54.17
------------------------------------------------------------------------------------------------------------------------------------
Peer Group                             $   100.00      $   108.03      $   192.81       $   394.26       $   531.64      $   460.05
------------------------------------------------------------------------------------------------------------------------------------
S&P 500                                $   100.00      $   126.33      $   160.31       $   212.39       $   234.36      $   232.04
------------------------------------------------------------------------------------------------------------------------------------
Source:  Carl Thompson Associates www.ctaonline.com (800) 959-9677.  Data from BRIDGE Information Systems, Inc.
</TABLE>

     The total cumulative return on investment (change in the year end stock
price plus reinvested dividends) for each of the periods for the Company, the
peer group and the S&P 500 is based on the stock price or composite index for
the five-year period ending January 31, 2001.

     The above graph compares the performance of the Company with that of the
S&P 500, and a group of peer companies with the investment weighted on market
capitalization. Companies in the peer group are as follows: BMC West Corp.; DIY
Home Warehouse, Inc.; The Home Depot, Inc.; Lowes Companies, Inc.; HomeBase,
Inc.; and Wolohan Lumber Co. Inclusion of these companies in the peer group
index was approved by the Board of Directors.

                                       16
<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management.
          --------------------------------------------------------------

                            PRINCIPAL STOCKHOLDERS

     The following table sets forth, as of May 31, 2001, the beneficial
ownership of the Company's outstanding Common Stock by each of the Company's
directors, each executive officer listed in the Summary Compensation Table, all
directors and officers of the Company as a group, and each person other than a
director known by the Company to be the beneficial owner of more than 5% of its
outstanding Common Stock.

<TABLE>
<CAPTION>



                                                               Common Stock/(1)/
                                                               -----------------
                                                         Number of         Percent of Class
                                                        Shares Owned            Owned
Directors and Officers                                  Beneficially         Beneficially
----------------------                                  ------------         ------------
<S>                                                     <C>                  <C>
Dwain A. Newman                                         4,533,883/(2)/             63.5%
Danny R. Funderburg                                       112,796                   1.6%
Roger A. Holman                                            29,064                     *
Brent A. Hanby                                             20,306                     *
David W. Truetzel                                             500                     *
Richard D. Denison/(3)/                                     5,000                     *

All directors and officers as a group (9 Persons)       4,706,797                  65.9%
</TABLE>

  *   Less than 1 percent

/(1)/ Based on 7,142,251 shares of Common Stock outstanding as of May 31, 2001.

/(2)/ Dwain A. Newman holds 4,466,264 shares of Common Stock in his own name.
      Mr. Newman's wife holds 16,628 shares of Common Stock in her own name and
      Mr. and Mrs. Newman own 4,100 shares jointly. Mr. Newman holds 36,891
      under the Dwain A. Newman IRA Rollover Account. Mr. Newman also holds in
      his name 5,000 shares each for Jay Jackson Newman and Shelby Lee Newman,
      as custodian under the Arkansas Uniform Transfer To Minors Act. Because of
      Mrs. Newman's stock ownership and the custodian relationship, Mr. Newman
      is considered beneficially to own 4,533,883 shares of Common Stock. Mr.
      Newman has disclaimed beneficial ownership of the shares held in Mrs.
      Newman's name and the shares held as custodian. The address of Mr. Newman
      is P.O. Box 789, Highway 265 North, Springdale, Arkansas 72765.

/(3)/ Shares held beneficially in the Richard D. Denison IRA, of which Mr.
      Denison is sole beneficiary and trustee


Item 13.  Certain Relationships and Related Transactions.
          ----------------------------------------------

     Dwain A. Newman has assigned the leases on the Springdale and North Little
Rock properties to the Arkansas Teacher Retirement System ("ATRS") as security
for a $7 million loan obtained by Mr. Newman during the year ended January 31,
1993.  Proceeds from this loan were used by Mr. Newman to finance the purchase
of the Springdale and Fort Smith properties from the Company, to retire his
mortgage indebtedness on the North Little Rock property and to pay off other
loans to the Company for various real estate financing. The ATRS loan is also
secured by a mortgage and security agreement on these properties and an
assignment of a $1 million life insurance policy on Mr. Newman.  In fiscal 2000,
the Company paid Mr. Newman rent in the aggregate amount of $264,000 on the
Springdale property, $144,000 on the Fort Smith property, and $504,000 on the
North Little Rock property.

                                       17
<PAGE>

     Mrs. Newman's trust also owns and leases to the Company a store located in
Bentonville.  The Company paid the trust a total of $84,000 in rent on the
property during fiscal 2000.

     The real estate transactions with Mr. Newman have simultaneously provided
the Company working capital and satisfactory long-term access to the related
facilities. In addition, the transactions with Mr. Newman are at rates
comparable to rentals charged the Company under its third-party leases and,
therefore, have had no distinguishable impact on the Company's results of
operations and financial condition.  All of the transactions between Mr. Newman
and the Company were approved by the Board of Directors.

     All future transactions between the Company and its officers, directors,
principal stockholders and affiliates will be reviewed and approved by a
majority of the disinterested directors of the Company's Board, or a committee
thereof, and will be on terms and conditions no less favorable to the Company
than could be obtained from unaffiliated third parties.

     The Company does not intend to make any loans in the future to its
officers, directors, principal stockholders or affiliates for the purchase of
shares of its Common Stock.  To the extent the Company makes loans to such
persons for other purposes, those loans will be reviewed and approved by a
majority of disinterested directors of the Company's Board, or a committee
thereof, and will be on terms and conditions no less favorable to the Company
than could be obtained from unaffiliated third parties.


PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
          ----------------------------------------------------------------

(a)       Documents filed as a part of this report.

          1.   Financial Statements.
               --------------------

          The following financial statements of National Home Centers, Inc. have
been incorporated by reference from the 2000 Annual Report into Item 8 of this
Report.

      Description
      -----------

               Balance Sheets
               Statements of Operations and Accumulated Deficit
               Statements of Cash Flows
               Notes to Financial Statements
               Report of Independent Public Accountants

      2.  Financial Statement Schedules.
          -----------------------------

      The information required to be presented in Schedule II Valuation and
Qualifying Accounts is presented in Note 9 of the Notes to Financial Statements.

      3.  Exhibits required by Item 601 of Regulation S-K.
          -----------------------------------------------

           Exhibit No.          Description
           -----------          -----------
           3.1                  Amended and Restated Articles of Incorporation
                                of the Company./1/

           3.2                  Amended and Restated By-Laws of the Company./1/

                                       18
<PAGE>

Exhibit No.         Description
-----------         -----------

4.1                 Form of the Company's Common Stock Certificate./1/

4.2                 Amended and Restated Articles of Incorporation of the
                    Company, Sections 5 through 7./1/

10.1                Split Dollar Insurance Agreement dated September 24, 1999
                    between the Company and the Newman 1994 Family Trust./2/

10.2                Assignment of Policy dated September 24, 1999 between the
                    Company and the Newman 1994 Family Trust./2/

10.3                Amendment to Guaranty dated September 24, 1999, amending
                    Guaranty Agreement dated May 20, 1994./2/

10.4                Lease Agreement dated September 1, 1992 between Dwain A.
                    Newman and Glenda R. Newman and the Company for the
                    Springdale, Arkansas store./1/

10.5                Lease Agreement dated September 1, 1992 between Dwain A.
                    Newman and Glenda R. Newman and the Company for the North
                    Little Rock, Arkansas store./1/

10.6                Lease Agreement dated September 1, 1992 between Dwain A.
                    Newman and Glenda R. Newman and the Company for the Fort
                    Smith, Arkansas store./1/

10.7                Lease Agreement dated June 1, 1992 between Dwain A. Newman
                    and Glenda R. Newman and the Company for the Bentonville,
                    Arkansas store./1/

10.8                Master Security Agreement dated November 16, 2000 between
                    General Electric Capital Corporation and the Company.*

10.9                Lease Agreements dated December 22, 1992 between Valley Park
                    Limited Partnership and the Company for the Russellville,
                    Arkansas store./1/

10.10               Subordination, Attornment and Non-Disturbance Agreement and
                    Estoppel Certificate dated September 10, 1992 between ATRS,
                    the Company, and Dwain A. Newman and Glenda R. Newman for
                    the Springdale, North Little Rock and Fort Smith Leases./1/

10.11               Form of the 1993 Employee Stock Purchase Plan of National
                    Home Centers, Inc./1/

10.12               Form of the Company's 1993 Incentive Compensation Plan./1/

10.13               Promissory note dated November 16, 2000 between General
                    Electric Capital Corporation and the Company.*

10.14               Guaranty Agreement effective May 20, 1994./2/

10.15               Promissory note dated December 19, 2000 between General
                    Electric Capital Corporation and the Company.*

                                       19
<PAGE>

Exhibit No.         Description
-----------         -----------

10.16               Promissory Note and Mortgage dated May 5, 1995 to Simmons
                    First Bank of Arkansas for Conway, Arkansas Store./4/

10.17               Form of the Company's 401(k) Adoption Agreement with Morgan
                    Stanley Dean Witter as Trustee.*

10.18               1996 Long-Term Performance Plan./4/

10.19               Loan and Security Agreement with NationsCredit Commercial
                    Funding./6/

10.20               Amendment No. 1 to Loan Documents /8/

10.21               Summary of Material Modification to the National Home
                    Centers, Inc. 401(K) Retirement Plan.*

11.1                Computation of Earnings (loss) Per Share.*

13.1                National Home Centers, Inc. 2000 Annual Report (only those
                    portions specifically incorporated herein by reference shall
                    be deemed filed with the Commission).*

23.1                Consent of Arthur Andersen LLP.*

 *   Previously filed with the Company's Annual Report on Form 10-K on April 27,
     2001.

/1/  Incorporated by reference from National Home Centers, Inc. Form S-1
     Registration Statement No. 33-60078, as amended, filed with the Securities
     and Exchange Commission on March 26, 1993.

/2/  Incorporated by reference from National Home Centers, Inc. Quarterly Report
     on Form 10-Q for the period ended October 31, 1994, filed with the
     Securities and Exchange Commission on December 15, 1994.

/3/  Incorporated by reference from National Home Centers, Inc. Quarterly Report
     on Form 10-Q for the period ended April 30, 1995, filed with the Securities
     and Exchange Commission on June 12, 1995.

/4/  Incorporated by reference from National Home Centers, Inc. Annual Report on
     Form 10-K for the period ending January 31, 1996, filed with the Securities
     and Exchange Commission on April 30, 1996.

/5/  Incorporated by reference from National Home Centers, Inc. Annual Report on
     Form 10-K for the period ending January 31, 1997, filed with the Securities
     and Exchange Commission on May 1, 1997.

/6/  Incorporated by reference from National Home Centers, Inc. Quarterly Report
     on Form 10-Q for the period ending July 31, 1998, filed with the Securities
     and Exchange Commission on September 15, 1998.

/7/  Incorporated by reference from National Home Centers, Inc. Annual Report on
     Form 10-K for the period ending January 31, 2000, filed with the Securities
     and Exchange Commission on May 1, 2000.

/8/  Incorporated by reference from National Home Centers, Inc. Quarterly Report
     on Form 10-Q for the period ending October 31, 2000, filed with the
     Securities and Exchange Commission on December 12, 2000.



(b)  Reports on Form 8-K.

     The Company did not file any Current Reports on Form 8-K during fiscal
2000.

                                       20
<PAGE>

                                  SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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.

                             NATIONAL HOME CENTERS, INC.

     May 31, 2001            By: /s/ DWAIN A. NEWMAN
                                 ----------------------------------
                             Dwain A. Newman
                             Chairman of the Board and  Chief Executive Officer



      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


     May 31, 2001            By: /s/ DWAIN A. NEWMAN
                                 ----------------------------------
                             Dwain A. Newman
                             Chairman of the Board and  Chief Executive Officer

     May 31, 2001            By: /s/ DANNY R. FUNDERBURG
                                 ----------------------------------
                                 Danny R. Funderburg
                                 President, Chief Operating Officer and Director

     May 31, 2001           By:  /s/ ROGER A. HOLMAN
                                 ----------------------------------
                                 Roger A. Holman
                                 Vice President, Purchasing - Marketing and
                                 Director

     May 31, 2001           By:  /s/ BRENT A. HANBY
                                 ----------------------------------
                                 Brent A. Hanby
                                 Executive Vice President, Chief Financial
                                 Officer and Director

     May 31, 2001           By:  /s/ RICHARD D. DENISON
                                 ----------------------------------
                                 Richard D. Denison
                                 Director

     May 31, 2001          By:   /s/ DAVID W. TRUETZEL
                                 ----------------------------------
                                 David W. Truetzel
                                 Director

                                       21
<PAGE>

                               INDEX OF EXHIBITS

Exhibit No.         Description
-----------         -----------

3.1                 Amended and Restated Articles of Incorporation of the
                    Company./1/

3.2                 Amended and Restated By-Laws of the Company./1/

4.1                 Form of the Company's Common Stock Certificate./1/

4.2                 Amended and Restated Articles of Incorporation of the
                    Company, Sections 5 through 7./1/

10.1                Split Dollar Insurance Agreement dated September 24, 1999
                    between the Company and the Newman 1994 Family Trust./2/

10.2                Assignment of Policy dated September 24, 1999 between the
                    Company and the Newman 1994 Family Trust./2/

10.3                Amendment to Guaranty dated September 24, 1999, amending
                    Guaranty Agreement dated May 20, 1994./2/

10.4                Lease Agreement dated September 1, 1992 between Dwain A.
                    Newman and Glenda R. Newman and the Company for the
                    Springdale, Arkansas store./1/

10.5                Lease Agreement dated September 1, 1992 between Dwain A.
                    Newman and Glenda R. Newman and the Company for the North
                    Little Rock, Arkansas store./1/

10.6                Lease Agreement dated September 1, 1992 between Dwain A.
                    Newman and Glenda R. Newman and the Company for the Fort
                    Smith, Arkansas store./1/

10.7                Lease Agreement dated June 1, 1992 between Dwain A. Newman
                    and Glenda R. Newman and the Company for the Bentonville,
                    Arkansas store./1/

10.8                Master Security Agreement dated November 16, 2000 between
                    General Electric Capital Corporation and the Company.*

10.9                Lease Agreements dated December 22, 1992 between Valley Park
                    Limited Partnership and the Company for the Russellville,
                    Arkansas store./1/

10.10               Subordination, Attornment and Non-Disturbance Agreement and
                    Estoppel Certificate dated September 10, 1992 between ATRS,
                    the Company, and Dwain A. Newman and Glenda R. Newman for
                    the Springdale, North Little Rock and Fort Smith Leases./1/

10.11               Form of the 1993 Employee Stock Purchase Plan of National
                    Home Centers, Inc./1/

10.12               Form of the Company's 1993 Incentive Compensation Plan./1/

10.13               Promissory note dated November 16, 2000 between General
                    Electric

                                       22
<PAGE>

Exhibit No.         Description
-----------         -----------

                    Capital Corporation and the Company.*

10.14               Guaranty Agreement effective May 20, 1994./2/

10.15               Promissory note dated December 19, 2000 between General
                    Electric Capital Corporation and the Company.*

10.16               Promissory Note and Mortgage dated May 5, 1995 to Simmons
                    First Bank of Arkansas for Conway, Arkansas Store./4/

10.17               Form of the Company's 401(k) Adoption Agreement with Morgan
                    Stanley Dean Witter as Trustee.*

10.18               1996 Long-Term Performance Plan./4/

10.19               Loan and Security Agreement with NationsCredit Commercial
                    Funding./6/

10.20               Amendment No. 1 to Loan Documents /8/

10.21               Summary of Material Modification to the National Home
                    Centers, Inc. 401(K) Retirement Plan.*

11.1                Computation of Earnings (loss) Per Share.*

13.1                National Home Centers, Inc. 2000 Annual Report (only those
                    portions specifically incorporated herein by reference shall
                    be deemed filed with the Commission).*

23.1                Consent of Arthur Andersen LLP.*

                                       23