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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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

                  For the quarterly period ended March 31, 2001

                                       OR

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

                For the transition period from ______ to ______.

                        Commission File Number 001-15469

                           THERMOVIEW INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)

                       DELAWARE                         61-1325129
             (State or other jurisdiction            (I.R.S. Employer
           of incorporation or organization)      Identification Number)


                 5611 Fern Valley Road                    40228
                 Louisville, Kentucky                   (Zip Code)
       (Address of principal executive offices)


       (Registrant's telephone number, including area code, 502-968-2020)


     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 [ ]

     As of April 30, 2001,  7,726,461 shares of the  Registrant's  common stock,
$.001 par value, were issued and outstanding.

--------------------------------------------------------------------------------
<PAGE>



                           THERMOVIEW INDUSTRIES, INC.
                                TABLE OF CONTENTS


Part I Financial Information
     Item 1. Financial Statements..............................................1
         Condensed Consolidated Balance Sheets.................................1
         Condensed Consolidated Statements of Operations.......................2
         Condensed Consolidated Statements of Cash Flows.......................3
         Notes to Condensed Consolidated Financial Statements..................4
     Item 2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations............................................10
     Item 3. Quantitative and Qualitative Disclosures About Market Risk.......16
Part II Other Information
     Item 1. Legal Proceedings................................................17
     Item 2. Changes in Securities and Use of Proceeds........................17
     Item 3. Defaults Upon Senior Securities..................................17
     Item 4. Submission of Matters to a Vote of Security Holders..............17
     Item 5. Other Information................................................18
     Item 6. Exhibits and Reports on Form 8-K.................................18
-----




<PAGE>




Item 1.  Financial Statements

                           ThermoView Industries, Inc.
                      Condensed Consolidated Balance Sheets

                                        December 31,        March 31, 2001
Assets                                     2000             (Unaudited)
                                      ------------------------------------------
Current assets:
   Cash and equivalents                $       392,326    $         1,283,994
   Receivables:
     Trade                                   3,438,066              3,093,285
     Finance                                    25,272                  8,766
     Related party                              12,238                      -
     Other                                     590,392                389,503
   Costs in excess of billings on
    uncompleted contracts                    1,066,583              1,029,837
   Inventories                               1,731,806              1,810,507
   Prepaid expenses and other current
     assets                                    391,411                295,405
                                      ------------------------------------------
Total current assets                         7,648,094              7,911,297

Property and equipment, net                  2,923,778              2,825,293

Other assets:
   Goodwill, net                            60,562,416             59,899,355
   Finance receivables                         110,173                 42,254
   Other assets                                466,346                465,132
                                      ------------------------------------------
                                            61,138,935             60,406,741
                                      ------------------------------------------

Total assets                         $      71,710,807    $        71,143,331
                                      ==========================================

Liabilities and stockholders' equity
 Current liabilities:
   Accounts payable                  $       4,401,992    $         4,547,967
   Accrued expenses                          3,266,230              3,291,403
   Billings in excess of costs on
     uncompleted contracts                     961,998              1,113,924
   Income taxes payable                              -                 10,162
   Current portion of long-term debt           368,678                356,108
                                      ------------------------------------------
Total current liabilities                    8,998,898              9,319,564

Long-term debt                              22,946,889             16,143,992
Due to sellers of acquired businesses          450,000                      -
Other long-term liabilities                    371,538                342,705

Mandatorily redeemable preferred stock:

   Series D, $.001 par value (aggregate
     redemption amount and liquidation
     preference of $4,564,850 at December
     31, 2000 and $4,831,850 at March 31,
     2001); 1,500,000 shares authorized;
     912,970 shares issued and outstanding
     December 31, 2000; 966,370 shares
     issued and outstanding at March 31,
     2001                                    4,564,850              4,831,850
   Series E, $.001 par value (aggregate
     redemption amount and liquidation
     preference of $1,628,713 at December
     31, 2000 and $1,861,512 at March 31,
     2001); 500,000 shares authorized;
     300,000 shares issued and outstanding
     at December 31, 2000; 336,600 shares
     issued and outstanding at March 31,
     2001                                    1,628,713              1,861,512

Stockholders' equity:
   Preferred stock, 2,975,000 shares
    authorized:
     Series A, $.001 par value; none issued          -                      -
     Series B, $.001 par value; none issued          -                      -
   Common stock, $.001 par value; 25,000,000
     shares authorized; 7,726,461 shares
     issued and outstanding at December 31,
     2000 and March 31, 2001                     7,726                  7,726
   Paid-in capital                          64,143,792             64,568,375
   Accumulated deficit                     (31,401,599)           (25,932,393)
                                     -------------------------------------------
Total stockholders' equity                  32,749,919             38,643,708
                                     -------------------------------------------

Total liabilities and stockholders'
   equity                            $      71,710,807    $        71,143,331
                                     ===========================================
See accompanying notes.



                                       1
<PAGE>


                           ThermoView Industries, Inc.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

                                              For the three months ended
                                                      March 31,
                                    --------------------------------------------

                                                2000                  2001
                                                ----                  ----

Revenues                            $        21,476,416   $        21,876,421

Cost of revenues earned                      10,382,077            10,440,465
                                    --------------------------------------------

Gross profit                                 11,094,339            11,435,956

Selling, general and administrative
  expenses                                   13,088,053            11,051,122
Depreciation expense                            262,566               280,973
Amortization expense                            868,641               696,224
                                    --------------------------------------------

Loss from operations                         (3,124,921)             (592,363)

Interest expense                             (1,093,320)           (1,071,412)
Interest income                                  68,122                15,972
                                    --------------------------------------------

Loss before income taxes                     (4,150,119)           (1,647,803)

Income tax (expense) benefit                  1,255,000               (33,100)
                                    --------------------------------------------

Loss before preferred stock
  dividends and extraordinary item           (2,895,119)           (1,680,903)

Less preferred stock dividends:
   Cash                                        (100,800)                    -
   Non-cash                                    (469,635)              (49,799)
                                    --------------------------------------------
                                               (570,435)              (49,799)
                                    --------------------------------------------

Loss attributable to common
  stockholders before extraordinary item     (3,465,554)           (1,730,702)

Extraordinary item--gain on forgiveness
  of debt                                             -             7,150,109
                                    --------------------------------------------

Net income (loss) attributable to
  common stockholders               $        (3,465,554)           $5,419,407
                                    ============================================

Basic and diluted income (loss) per common share:

   Loss attributable to common
     stockholders                   $             (0.44)  $             (0.21)
   Extraordinary item                                 -                  0.86
                                    --------------------------------------------
   Net income (loss)               $              (0.44)  $              0.65
                                    ============================================

Weighted average shares outstanding           7,918,955             8,287,804
                                    ============================================
See accompanying notes.


                                       2
<PAGE>

                           ThermoView Industries, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                               For the three months ended
                                                          March 31,
                                       -----------------------------------------

                                                  2000                 2001
                                                  ----                 ----



Operating activities
Loss before preferred stock dividends
  and extraordinary item                $       (2,895,119) $       (1,680,903)
Adjustments to reconcile net loss to
  net cash provided by (used in)
   operations:
     Depreciation and amortization               1,131,207             977,197
     Deferred income taxes                      (1,255,000)                  -
     Accretion of debt discount                    399,999             399,999
     Interest forgiven                                   -             360,000
     Interest added to principal                         -             275,000
     Changes in operating assets and
       liabilities                               1,854,422             919,113
                                       -----------------------------------------
Net cash provided by (used in)
  operating activities                            (764,491)          1,250,406

Investing activities
Acquisitions of businesses, net of cash
  acquired                                      (1,027,351)                  -
Payments for purchase of property and
  equipment                                       (351,020)           (161,890)
Other                                               (9,356)             90,747
                                       -----------------------------------------
Net cash used in investing activities           (1,387,727)            (71,143)

Financing activities
Increase in long-term debt                               -           7,291,618
Payments of long-term debt                         (50,089)         (7,774,670)
Proceeds from issuance of warrants                       -             392,382
Preferred stock dividends paid in cash            (100,800)                  -
Financing costs                                          -            (196,925)
                                       -----------------------------------------
Net cash used in financing activities             (150,889)           (287,595)
                                       -----------------------------------------
Net increase (decrease) in cash and
  equivalents                                   (2,303,107)            891,668
Cash and equivalents at beginning
  of period                                      3,331,721             392,326
                                       -----------------------------------------
Cash and equivalents at end of period   $        1,028,614  $        1,283,994
                                       =========================================

See accompanying notes.


                                       3
<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)

1.   Basis of Presentation

     The accompanying  unaudited condensed  consolidated financial statements of
ThermoView Industries,  Inc. ("ThermoView" or "the Company"), have been prepared
in accordance with accounting principles generally accepted in the United States
for interim  financial  information  and with the  instructions in Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States for complete  financial  statements.  In the opinion of  management,  all
adjustments (consisting of normal recurring accruals),  considered necessary for
a fair  presentation  have been  included.  ThermoView's  business is subject to
seasonal  variations.  The demand  for  replacement  windows  and  related  home
improvement  products  is  generally  lower  during  the  winter  months  due to
inclement  weather.  Demand for replacement  windows is generally  higher in the
second and third quarters.  Operating  results for the three-month  period ended
March 31,  2001,  are not  necessarily  indicative  of the  results  that may be
expected for the year ended December 31, 2001.

     The  Company  has  suffered  recurring  operating  losses and had a working
capital   deficit  of  $1,408,267  as  of  March  31,  2001.  The   accompanying
consolidated  financial  statements have been prepared assuming that the Company
will continue as a going concern,  which  contemplates the realization of assets
and the  satisfaction of liabilities in the ordinary  course of business.  It is
management's  opinion that the going  concern  basis of reporting  its financial
position and results of operations is appropriate  at this time.  Management has
taken  significant steps to address the financial  condition of the Company,  to
increase  cash flows and to achieve  better  operating  results  principally  by
closing unprofitable  operations,  reducing administrative  expenditures at both
the Company's  corporate offices and at its subsidiaries,  and restructuring its
debt and its mandatorily redeemable preferred stock.

     For further information, refer to the consolidated financial statements and
footnotes  thereto  included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2000.

2.   Inventories

     Inventories  consist  principally  of components for the  manufacturing  of
windows such as glass, vinyl and other composites, as well as parts and supplies
for retail operations.

3.       Income (Loss) per Common Share

     Income (loss) per common share is calculated in accordance  with  Statement
of Financial  Accounting  Standards  ("SFAS") No. 128, "Earnings Per Share." The
Company  calculates  basic earnings per common share using the weighted  average
number of shares  outstanding  for the period.  The weighted  average  number of
shares  outstanding  for the three month  periods ended March 31, 2000 and 2001,
includes  shares related to a stock  purchase  warrant that can be exercised for
nominal cash  consideration.  Diluted earnings per common share include both the
weighted  average  number of shares and any  common  share  equivalents  such as
options or warrants in the  calculation.  As the Company  recorded losses before
preferred stock  dividends and  extraordinary  item for the three-month  periods
ended March 31, 2000 and 2001,  common share  equivalents  outstanding  would be
anti-dilutive,  and as such,  have not been included in weighted  average shares
outstanding.

4.       Income Taxes

     The benefit for income  taxes for the three  month  period  ended March 31,
2000 differs from the amount  computed by applying the  statutory  U.S.  Federal
income tax rate to loss before income taxes primarily as a result of state taxes
and non-deductible  goodwill  amortization.  Due to operating losses incurred in
2000,  management  concluded  that it is more likely than not that the Company's
deferred income tax assets will not be realized. Accordingly, no deferred income

                                       4
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)
4.  Income Taxes (Continued)

taxes  have  been  recorded  in 2001,  and the  income  tax  provision  for 2001
represents state income taxes in those states where the Company's operations are
reporting taxable income.

5.       Segment Information

     For the three month  periods  ended March 31, 2000 and 2001,  the Company's
business units had separate  management teams and  infrastructures  that operate
primarily in the vinyl replacement  windows,  doors and related home improvement
products  industry in various states in the Midwest and in Southern  California.
The  business  units  have  been  aggregated  into  three  reportable  operating
segments: manufacturing, retail and financial services.

Manufacturing

     The manufacturing segment includes the businesses that manufacture and sell
vinyl  replacement  windows to the Company's  retail segment and to unaffiliated
customers.

Retail

     The retail segment  includes the businesses  that design,  sell and install
vinyl  replacement  windows,  doors and  related  home  improvement  products to
commercial and retail customers.

Financial Services

     During the first half of 2000, the financial  services  segment  financed a
relatively  small  portion of the credit sales of the retail  segment.  Key Home
Credit, ThermoView's finance subsidiary, was closed in July 2000 since expanding
the subsidiary would have required considerable capital.

     Segment information for the three months ended March 31, was as follows:

For the three
months ended                              Financial
March 31, 2000  Manufacturing  Retail      Services     Corporate  Consolidated
--------------  -------------  ------      --------     ---------  ------------
Revenues from
 external
 customers      $1,050,047   $20,413,441  $   12,928   $         -  $21,476,416
Intersegment
  revenues       1,693,030             -           -             -    1,693,030
Loss from
  operations      (651,729)   (1,100,699)    (77,396)   (1,295,096)  (3,124,921)
Total assets    11,462,480    73,931,787   1,141,486     3,596,765   90,132,518

For the three
months ended                              Financial
March 31, 2001  Manufacturing  Retail      Services     Corporate  Consolidated
--------------  -------------  ------      --------     ---------  ------------
Revenues from
 external
 customers      $1,278,252   $20,581,888  $      337   $    15,944  $21,876,421
Intersegment
 revenues          144,047             -           -             -      144,047
Income (loss)
 from operations  (139,103)      368,258      (1,115)     (820,402)    (592,363)
Total assets     6,984,914    62,906,643      68,487     1,183,288   71,143,331


                                       5
<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)


6.       Financing Arrangements

     On March 22, 2001, ThermoView  substantially  restructured its debt and its
Series D and Series E mandatorily redeemable preferred stock.

     In  connection  with  waiving  defaults at June 30, 2000,  PNC Bank,  N.A.,
required the Company to repay $5 million of its credit  facility by December 27,
2000.  The Company was unable to make the required  December  27, 2000  payment,
violated  various other  covenants,  and was declared in default by PNC in early
January 2001.  The  declaration  of default by PNC also served as a condition of
default under the senior subordinated promissory note to GE Equity. The PNC note
was purchased by GE Capital Equity Investments,  Inc. (GE Equity) and a group of
officers  and  directors of the  Company,  and all  defaults  relating to the GE
Equity note and the purchased PNC note were waived.

     Long-term debt as of March 31, 2001 reflecting the debt restructuring is as
follows:

Senior debt (a):
   Series A - GE Equity                                     $      2,775,782
   Series B - Officers, directors, employees and consultants       2,081,836
   Series C - GE Equity                                            5,000,000

Subordinated debt (b):
   GE Equity                                                       3,000,000
   GE Equity  - deferred interest                                    575,000
Obligations related to guarantors of the PNC debt (c)              2,434,000
Other                                                                633,482
                                                            --------------------
                                                            $     16,500,100

(a) The Company owed PNC $14,719,991 as of December 31, 2000. Subsequent to
     year-end,  PNC  exercised  their right to seize  $3,000,000  of  collateral
     provided to them by four  guarantors of the PNC debt.  This reduced the PNC
     debt balance to  $11,719,991.  The  remaining  balance of  $11,719,991  was
     settled  for cash of  $5,250,000  and the  issuance  of a warrant to PNC to
     purchase  200,000  shares of the Company's  common stock at $.28 per share.
     The warrant is exercisable  through March 2011.  The  forgiveness by PNC of
     principal  on the debt owed to it of  approximately  $6.5  million  and the
     accrued interest on the debt of approximately $360,000 from January 1, 2001
     through March 22, 2001, net of related  expenses of $245,882 which includes
     the $82,000 fair value of the common stock purchase  warrant issued to PNC,
     has been  reported by  ThermoView  as an  extraordinary  gain, in the first
     quarter of 2001.

     The settlement  with PNC was consummated by restatement of the original PNC
     note dated  August 31, 1998 and by issuing (i) a Series A sub-note  payable
     to GE Equity in the amount of $3,000,000;  (ii) Series B sub-notes  payable
     to each  of the  Series  B  lenders  (officers,  directors,  employees  and
     consultants)  in the total amount of  $2,250,000;  and (iii) a new Series C
     sub-note  payable  to GE Equity in the  amount of  $6,250,000  face  amount
     ($5,000,000  net of debt  discount)  representing  a portion of GE Equity's
     original  subordinated  note of $10,000,000.  Also, GE Equity agreed to add
     interest on this $6,250,000  senior debt to principal  through December 31,
     2001.  GE  Equity's  subordinated  note is now reduced to  $3,750,000  face
     amount ($3,000,000 net of debt discount).

                                       6
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)

6.       Financing Arrangements (Continued)

     Collectively,  the Series A, B and C sub-notes represent senior debt of the
     Company. The senior debt will bear interest at a rate of 10% per annum, and
     will mature  March 31, 2004.  ThermoView  also issued to the Series A and B
     senior lenders  warrants to purchase  957,030 shares of its common stock at
     $.28 per share. These warrants are exercisable through March 2011. The fair
     value of the warrants  amounting to $392,382 has been accounted for as debt
     discount and is being amortized over the term of the debt.  These warrants,
     as well as the warrant  issued to PNC,  have certain  demand and  piggyback
     registration rights with respect to common stock underlying the warrants.

     (b)  The GE  Equity  subordinated  debt  originally  had a face  amount  of
     $10,000,000,  and at March 31, 2001 had a balance of $8,000,000 net of debt
     discount.  Since $6,250,000 of this debt became senior debt as discussed in
     (a) above, the remaining face amount is $3,750,000  ($3,000,000 net of debt
     discount). The maturity date of the subordinated debt was changed from July
     2002 to April 30,  2004.  Also,  GE Equity  agreed to add  interest  on the
     subordinated  debt to principal  for the fourth  quarter of 2000 and all of
     2001. Accordingly,  the $3,750,000 note increases to $4,325,000 as of March
     31,  2001 to reflect the fourth  quarter of 2000 and first  quarter of 2001
     interest deferred.

     (c)  One  of  the  four  guarantors,   Stephen  A.  Hoffmann,  Chairman  of
     ThermoView,  received a promissory note for $900,000 at 6% interest in full
     settlement  of any  potential  obligation  related to  $1,500,000  of funds
     forfeited  to PNC when they  exercised  their  rights  under  their  credit
     agreement.  The $900,000 note matures June 30, 2004.  Total interest on the
     note through maturity approximates $176,000.  Since the principal amount of
     the note and the interest  totaling  approximately  $1,076,000 is less than
     the $1,500,000 obligation, an extraordinary gain amounting to approximately
     $424,000 has been reported by the Company in the first quarter of 2001, and
     the carrying  amount of the obligation  has been adjusted to  approximately
     $1,076,000.

     In March 2001,  the Company also  delivered a  promissory  note to a former
     director  and officer of  ThermoView  and a guarantor of the PNC Bank debt,
     for $300,000 at 6% interest per annum in full  settlement  of any potential
     obligation  related  to  $500,000  of funds  forfeited  to PNC Bank when it
     exercised  its rights under its credit  agreement.  This  obligation  has a
     carrying amount of approximately $358,000 (which includes total interest on
     the note  through  maturity),  and an  extraordinary  gain  related to this
     settlement of approximately $142,000 has been recorded in the first quarter
     of 2001.

     The other two guarantors who each guaranteed  $500,000 of the PNC Bank debt
     did not settle  possible  claims related to forfeiture of their  respective
     collateral. The Company initially offered to settle these claims by issuing
     promissory  notes for 60% of the total  obligation  (the same  basis as the
     other two guarantors settled). The Board of Directors and management of the
     Company now have the opinion, because of subsequent developments, that none
     of the $1,000,000  remaining obligation should be paid.  Nevertheless,  the


                                       7
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)

6.   Financing Arrangements (Continued)

     Company has recorded in the  accompanying  condensed  consolidated  balance
     sheet as of  March  31,  2001,  the  $1,000,000  as a  potential  long-term
     obligation  not due until after all of the senior  restated  notes  mature,
     pending resolution of this matter.

  In  connection  with the  restructuring  of debt,  the Company  satisfied a
$450,000  obligation  due to sellers  that arose  during 2000 by issuing  53,400
additional  Series D shares of  preferred  stock  valued at $267,000  and 36,600
additional Series E shares valued at $183,000.  Terms of the Series D and Series
E preferred stock were also modified.  Dividends on the Series D preferred stock
still  commence  October 1, 2001, but are  accumulated  as additional  shares of
Series D stock  through  December 31, 2002.  Dividends on the Series E preferred
stock will accrue  from the  effective  date of the earlier of (a) the  original
issuance of the Series E  preferred  stock or (b) the  original  issuance of the
Series D preferred  stock that has been  cancelled  and  replaced  with Series E
preferred  stock.  Dividends  which  accrue from the period  beginning  from the
effective date of issuance of the Series E preferred stock through  December 31,
2002 will be paid by the issuance of an equivalent  amount of Series E preferred
stock.  Commencing January 1, 2003, dividends on the Series D and Series E stock
will be paid in cash.  Also, the mandatory  redemption  provision which requires
20% annual  redemption of this preferred  stock over a period of five years will
commence July 2004 instead of October 2001.

7.   Contingencies

     On March 3, 2000, Pro Futures Bridge Capital Fund,  L.P. and Bridge Capital
Partners,  Inc.  Defined Benefit Pension Plan filed an action titled PRO FUTURES
BRIDGE CAPITAL FUND, L.P. V. THERMOVIEW  INDUSTRIES,  INC., ET AL., Civil Action
No. 00CV0559 (Colo. Dist. Ct., March 3, 2000) against ThermoView, its directors,
certain  officers,  an employee and a stockholder  alleging  breach of contract,
common law fraud, fraudulent  misstatements and omissions in connection with the
sale of securities,  negligent  misrepresentations and breach of fiduciary duty.
These claims are in connection with the mandatory conversion of ThermoView's 10%
Series A convertible  preferred stock,  held by the two funds, into common stock
upon  completion of the initial public  offering in December 1999, and purchases
by the two funds of ThermoView's common stock from ThermoView stockholders.  The
funds are seeking  rescission of their purchases of the Series A preferred stock
in the amount of $3,250,000, plus interest and unspecified damages in connection
with their purchases of the common stock.  ThermoView  filed a notice to dismiss
certain claims and an answer  denying  liability on the remainder of the claims.
ThermoView  also  exercised  an election for the removal of the action to the US
District  Court of Colorado,  and the matter was  designated  by the US District
Court as Civil  Action No.  00-B-722.  Pro Futures  filed a motion to remand the
action back to the original venue. The Court rendered an opinion which dismissed
certain  named  individuals  due to lack of  personal  jurisdiction  in Colorado
courts and retained venue within the US District Court.  The Court has entered a
scheduling  order  establishing a trial date in January 2002.  While  ThermoView
believes that the claims are without merit and intends to vigorously  defend the
suit,  it is too early in the  process  to  predict  the  likely  outcome of the
matter.


                                       8
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)
7.   Contingencies (Continued)

     The Company is subject to other  legal  proceedings  and claims  which have
arisen  in the  ordinary  course  of its  business  and have  not  been  finally
adjudicated.  Although there can be no assurance as to the ultimate  disposition
of these matters, it is the opinion of the Company's management,  based upon the
information  available at this time, that the expected outcome of these matters,
individually or in the aggregate, will not have a material adverse effect on the
results of operations and financial condition of the Company.


                                       9
<PAGE>

Item 2.  Management's  Discussion  And Analysis Of Financial  Condition And
Results Of Operations

     This   report   on  Form  10-Q   contains   statements   which   constitute
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995.  Such statements can be identified by the use of
forward-looking  terminology such as "believes,"  "expects," "may," "estimates,"
"will,"  "should,"  "plans" or  "anticipates"  or the negative  thereof or other
variations  thereon or comparable  terminology,  or by  discussions of strategy.
Readers  are  cautioned  that  any  such  forward-looking   statements  are  not
guarantees   of  future   performance   and   involve   significant   risks  and
uncertainties,  and that actual  results may vary  materially  from those in the
forward-looking  statements as a result of any number of factors,  most of which
are beyond the control of management.  These factors include  operating  losses,
continued and increased expenses, non-cash dividends and interest related to our
financings, and restrictions imposed by our senior and subordinated debt.

     Although we believe that the expectations and assumptions  reflected in the
forward-looking  statements are reasonable,  we cannot guarantee future results,
levels of activity, performance or achievements.

     The following  should be read in  conjunction  with the response to Part I,
Item  1.  of  this  Report  and the  Company's  audited  consolidated  financial
statements  contained in the  Company's  Annual Report on Form 10-K for the year
ended December 31, 2000. Any capitalized terms used but not defined in this Item
have the same meaning given to them in the Form 10-K.

Overview

     We design,  manufacture,  sell and install custom vinyl replacement windows
for  residential  and  retail  commercial  customers.  We also sell and  install
replacement  doors, home textured  coatings,  vinyl siding,  patio decks,  patio
enclosures,  cabinet refacings and kitchen and bathroom remodeling products,  as
well as  residential  roofing.  We have  financed  a portion  of our  customers'
purchases through Key Home Credit, our consumer finance subsidiary. However, our
finance  subsidiary was closed in July 2000 since expanding the subsidiary would
have required considerable capital.

     On April 15, 1998, we acquired all of the outstanding  stock of Thermo-Tilt
Window  Company in exchange  for  3,120,000  shares of our common  stock,  which
represented 90% of ThermoView's then outstanding  common stock.  Thermo-Tilt was
deemed to be the acquirer for accounting purposes.

Business Segments

     Our subsidiaries  have separate  management teams and  infrastructures  and
operate  in three  reportable  operating  segments:  retail,  manufacturing  and
financial services.

     Retail.  Our retail segment consists of our subsidiaries that design,  sell
and install custom vinyl replacement windows, doors and related home improvement
products to commercial  and retail  customers.  Our retail  segment  derives its
revenues from the sale and installation of thermal  replacement  windows,  storm
windows and doors,  patio decks,  patio enclosures,  vinyl siding and other home
improvement  products.  Our retail segment recognizes  revenues on the completed
contract  method.  A contract is considered  complete when the home  improvement
product  has been  installed.  Gross  profit in the  retail  segment  represents
revenues after deducting product and installation labor costs.

                                       10
<PAGE>

     Manufacturing.  Our  manufacturing  segment consists of our subsidiary that
manufactures and sells vinyl replacement  windows to one of our retail companies
and to  unaffiliated  customers.  Sales  from the  manufacturing  segment to our
retail segment have been a larger  percentage of our  manufacturing  revenues in
prior years,  however, now all but one of our retail subsidiaries obtain windows
manufactured from unaffiliated vendors. We closed two of our three manufacturing
subsidiaries  in  2000  because  of  significant  losses  incurred  in  the  two
operations.  Our  manufacturing  segment  recognizes  revenues when products are
shipped.  Gross profit in the manufacturing  segment  represents  revenues after
deducting   product  costs  (primarily  glass,   vinyl  and  hardware),   window
fabrication labor and other manufacturing expenses.

     Financial Services. Our financial services segment financed credit sales of
our retail segment. We closed Key Home Credit, ThermoView's Owensboro, Kentucky,
finance  subsidiary,  in July 2000 since  expanding  the  subsidiary  would have
required  considerable capital. We decided that we could more effectively employ
capital to expand our retail business.

                                       11
<PAGE>

Historical Results Of Operations

     Three months ended March 31, 2000  Compared to Three Months Ended March 31,
2001

                                                        Three Months ended
                                                             March 31,
                                            ------------------------------------
                                                       2000             2001
                                                       ----             ----
                                                         (In thousands)

Revenues.......................................$      21,476     $     21,876
Cost of revenues earned........................       10,382           10,440
                                                  -------------     ------------

Gross profit...................................       11,094           11,436
Selling, general and administrative expenses...       13,088           11,051
Depreciation expense...........................          262              281
Amortization expense...........................          869              696
                                                  -------------     ------------

Loss from operations...........................       (3,125)            (592)
Interest expense...............................       (1,093)          (1,072)
Interest income................................           68               16
                                                  -------------     ------------

Loss before income taxes.......................       (4,150)          (1,648)
Income tax (expense) benefit...................        1,255              (33)
                                                 -------------     -------------

Net before preferred stock dividends
  and extraordinary item.......................       (2,895)          (1,681)

Less preferred stock dividends:
   Cash........................................         (101)               -
   Non-cash....................................         (470)             (50)
                                                 --------------    -------------

Loss attributable to common stockholders
  before extraordinary item....................       (3,466)          (1,731)
Extraordinary item - gain on forgiveness
  of debt......................................            -            7,150
                                                  -------------     ------------
Net income (loss) attributable
    to common stockholders..................... $     (3,466)    $      5,419
                                                  ============== ---============

     Revenues.  Revenues  increased  from $21.5 million for the first quarter of
2000 to $21.9  million  for the first  quarter of 2001.  With the  exception  of
Thermo-Shield,  revenues  were higher for all of our retail  operations  and our
manufacturing  subsidiary  in the first  quarter of 2001  compared  to the first
quarter of 2000. The Rolox Companies,  Primax Window Co., ThermoView of Missouri
and ThermoView of California  collectively reported $1.1 million more revenue in
the first  quarter  of 2001 than in the  similar  period in 2000 since they were
negatively  impacted  in the first  quarter  of 2000 by an  inability  to obtain
quality  windows  on a  timely  basis  from  our  underperforming  manufacturing
subsidiary.  Thomas Construction also reported about $1.0 million higher revenue
in the first  quarter of 2001  compared to the similar  period in 2000.  Thomas'
revenues  decreased in the first quarter of 2000  following a profitable  fourth
quarter in 1999 related to Thomas' efforts to achieve  targeted  earnings levels
to earn  additional  purchase  price  payments  under  terms of its  acquisition
agreement.  Our  North  Dakota  manufacturing  and  retail  operations  reported
$300,000  higher  revenues in the first  quarter of 2001 compared to the similar
period in 2000.  These  increases  were  largely  offset by the  $700,000  first
quarter  2001 loss of revenue  because of the July 2000  closure of our American
Home  Developers  subsidiary in California  and a decrease in first quarter 2001
revenue of $1.4 million related to Thermo-Shield,  our Illinois subsidiary.  The
Thermo-Shield  decrease is due to changing its lead generation  strategy and the
closing of two of its unprofitable branch operations.

                                       12
<PAGE>

     Gross Profit. Gross profit, which represents revenues less cost of revenues
earned,  increased  from  $11.1  million  in the first  quarter of 2000 to $11.4
million in the first quarter of 2001. This gross profit improvement results from
volume increases at all of our continuing retail and  manufacturing  operations,
except for  Thermo-Shield.  The reduction in volume in the first quarter 2001 at
Thermo-Shield  and the closure of  American  Home  Developers  in July 2000 both
caused  reductions  in  gross  profit  to  offset  the  increases  at the  other
locations. As a percentage of revenues, gross profit increased from 51.7% in the
first  quarter  of 2000 to 52.3% in the first  quarter  of 2001  reflecting  the
improved  volumes  in  2001  and  elimination  of the  window  delivery  problem
resulting from  relocation and ultimate  closure of our St. Louis  manufacturing
operation in 2000.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased  from $13.1  million in the first quarter of
2000 to $11.1  million in the first  quarter of 2001.  The  decease in  selling,
general and administrative expenses in the first quarter of 2001, despite volume
increases,  represents a concerted  effort by management to reduce corporate and
field  expenses.  We  have  taken  steps  to  reduce   administrative   expenses
principally  by  terminating  corporate  employees and  relocating our corporate
headquarters  to one of our  subsidiary  locations.  We are also taking steps to
reduce  administrative  expenses  at  all  of our  subsidiaries  by  eliminating
personnel,  merging operations where appropriate,  and standardizing procedures.
Selling,  general  and  administrative  expenses  as  a  percentage  of  revenue
decreased  from 60.9% in the first quarter of 2000 to 50.5% in the first quarter
of 2001.

     Depreciation  Expense.  Depreciation expense increased from $262,000 in the
first  quarter of 2000 to $281,000 in the first  quarter of 2001,  reflecting  a
modest level of capital expenditures in 2000.

     Amortization Expense.  Amortization expense decreased from $869,000 for the
first quarter of 2000 to $696,000 for the first  quarter of 2001.  This decrease
resulted  primarily  from the  write-off of $10 million of goodwill in June 2000
related to the closure of our Precision and American Home Developers operations.

     Interest Expense.  Interest expense remained  approximately the same in the
first  quarter of 2001  compared to the similar  period in 2000. We had the same
levels of senior and subordinated  debt during the first quarter of 2000 and the
first quarter of 2001.

     Income Tax  (Expense)  Benefit.  The benefit for income  taxes in the first
quarter of 2000 differs from the amount  computed by applying the statutory U.S.
Federal  income tax rate to loss before  income  taxes  primarily as a result of
state taxes and non-deductible  goodwill  amortization.  Due to operating losses
incurred during 2000,  management concluded that it is more likely than not that
our deferred  tax assets will not be realized.  Accordingly,  we  established  a
valuation  allowance  after the first  quarter of 2000  against all deferred tax
assets,  and no  additional  deferred  income taxes have been  recorded in 2001.
Income tax expense in the first quarter of 2001 relates to state income taxes.


                                       13
<PAGE>
     Cash Dividends. The cash dividends of $101,000 in the first quarter of 2000
represented  dividends  on  our  mandatorily  redeemable  Series  C  convertible
preferred  stock.  The Series C  preferred  stock was  converted  to warrants in
December 2000, and we paid no cash dividends on any preferred stock in the first
quarter of 2001.

     Non-Cash  Dividends.  Non-cash  dividends  in the  first  quarter  of  2000
represent  accretion  of the  discount on the  mandatorily  redeemable  Series C
preferred stock related to the value of the detachable  stock purchase  warrants
issued to the Series C preferred  stockholders.  Non-cash dividends in the first
quarter of 2001 represent accrued dividends on the Series E preferred stock.

     Extraordinary  Item.  The  extraordinary  item in the first quarter of 2001
represents a gain on forgiveness of debt in connection with the restructuring of
debt in March 2001. The $7.2 million  extraordinary  gain is net of expenses and
net of $82,000 of value  assigned to common stock  purchase  warrants  issued in
connection with the settlement reached with our former senior lender, PNC Bank.

Liquidity And Capital Resources

     As of March  31,  2001,  we had cash and  equivalents  of $1.3  million,  a
working capital deficit of $1.4 million, $16.1 million of long-term debt, net of
current maturities,  and $6.7 million of mandatorily redeemable preferred stock.
Our  operating  activities  for the three months ended March 31, 2001,  provided
$1.3 million of cash. Our operating  activities for the three months ended March
31, 2000, used $764,000 of cash.

     The use of $71,000 of cash for  investing  activities  for the three months
ended March 31,  2001,  related to the  acquisition  of $162,000 of property and
equipment offset  principally by collection of finance  receivables.  The use of
cash for investing activities for the three months ended March 31, 2000, relates
primarily to  additional  consideration  paid under terms of a 1999  acquisition
agreement  which  accounts  for the  use of  $1.0  million  of  cash.  Investing
activities  also included  investments  in property and equipment of $351,000 in
the three months ended March 31, 2000.

     Financing  activities  for the three  months  ended  March 31,  2001,  used
$288,000  of  cash.  The  financing  activities  primarily  relate  to the  debt
restructuring  that  occurred in March 2001. We used $151,000 in cash to finance
activities  in the three months ended March 31, 2000,  comprised of $101,000 for
preferred stock dividends and $50,000 for repayment of debt.

     Under our financing  arrangements  (including  those  arrangements in place
after the debt restructuring  discussed below),  substantially all of our assets
are pledged as collateral.  We are required to maintain certain financial ratios
and to comply with various other covenants and  restrictions  under the terms of
the financing agreements,  including  restrictions as to additional  financings,
the payment of dividends  and the  incurrence  of  additional  indebtedness.  In
connection with waiving defaults at June 30, 2000, PNC Bank required us to repay
$5 million of our $15 million credit facility with them by December 27, 2000. We
were unable to make the required  December 27, 2000  payment,  violated  various
other covenants, and were declared in default by PNC Bank in early January 2001.
The  declaration  of default by PNC Bank also served as a  condition  of default
under the senior  subordinated  promissory  note to GE  Equity.  GE Equity and a
group of our officers and directors in March 2001  purchased  the PNC note,  and
all defaults relating to the GE Equity note and the purchased PNC Bank note were
waived.


                                       14
<PAGE>
     If we default in the future under our debt  arrangements,  the lenders can,
among other items,  accelerate  all amounts owed and increase  interest rates on
our debt.  An event of  default  could  result  in the loss of our  subsidiaries
because  of the  pledge  of our  ownership  in  all of our  subsidiaries  to the
lenders.

     The steps that  management  has taken to  increase  cash flows and  achieve
better operating results during the next 12 months are as follows:

o    The  merger,  expansion  and  plant  relocation  of  two  of  our  acquired
     manufacturers  (Precision  Window Mfg.,  Inc. and TD Windows,  Inc.) during
     late 1999 and early 2000 was  unsuccessful,  resulting  in closure of these
     businesses  in 2000,  which  eliminated  the losses and cash needs of these
     underperforming  operations. In addition, our retail operations that relied
     on window supplies from these  manufacturers had improved results when they
     shifted to  unrelated  window  suppliers  and again  received  high-quality
     windows on a timely basis.

o    American  Home   Developers,   one  of  our  southern   California   retail
     acquisitions,  incurred losses and had negative cash flow in the first half
     of 2000.  Since this subsidiary  sold to a different  customer base and the
     development of its product mix was moving contrary to the diversified  home
     improvement  product  mix  of  our  other  southern  California  locations,
     management concluded in June 2000 that closing this unprofitable  operation
     and abandoning its underlying business was a better alternative than trying
     to merge the subsidiary with our other businesses.

o    We closed  Key Home  Credit,  our  finance  subsidiary,  in July 2000 since
     expanding the  subsidiary  would have  required  considerable  capital.  We
     decided that we could more effectively  employ capital to expand our retail
     business.

o    We have taken steps to reduce  administrative  expenditures  principally by
     terminating  corporate employees and relocating our corporate  headquarters
     to one of our subsidiary locations.

o    We are also taking steps to reduce  administrative  expenditures  at all of
     our  subsidiaries  by  eliminating  personnel,   merging  operations  where
     appropriate, and standardizing procedures.

o    We have  restructured  our debt to eliminate  the need for any  significant
     debt payments until 2004. In connection with the  restructuring,  some 2001
     interest  was  forgiven and some will be added to principal so that we will
     have to pay cash  interest of  approximately  $500,000 in 2001  compared to
     cash interest of approximately $2.9 million in 2000.

o    We  have  restructured  our  mandatorily   redeemable  preferred  stock  to
     eliminate  the  payment of all cash  dividends  until 2003 and to defer any
     redemption until 2004. However, we may redeem additional preferred stock in
     2001 if we can do it  using  only  nominal  amounts  of cash  and on  terms
     approximately as favorable as redemptions made in 2000.


                                       15
<PAGE>
     Considering  the impact of all of the above steps taken by  management,  we
believe that our cash flow from operations will allow us to meet our anticipated
needs during at least the next 12 months for:

o    debt service requirements;

o    working capital requirements;

o    planned property and equipment capital expenditures.

     We also believe in the longer term that cash will be sufficient to meet our
needs.  However,  we do not expect to continue our acquisition  program soon. We
have decided,  for now, to focus on improving the  profitability of our existing
operations and expanding the market areas of our retail subsidiaries.

     On or before our debt matures in 2004, we anticipate  either  extending the
term of our current  financing or refinancing  it.  Management  intends to begin
reducing  debt by  internally  generated  cash in 2002,  but will keep  adequate
levels of cash on hand for working capital purposes.

     We do not expect annual  capital  expenditures  for the next three years to
significantly  vary from amounts  reported for the last three years,  which have
been in the range of $800,000 to $900,000 annually.

Pending Litigation

     ThermoView  does not  anticipate  any  significant  adverse  effect  on our
results of  operations  or cash flow  through  December  2001 because of the Pro
Futures litigation  described in Item 3, Legal Proceedings.  Although ThermoView
believes  the  claims  in this  litigation  are  without  merit and  intends  to
vigorously defend the suit, an adverse outcome, thereafter, in this action could
have a material adverse effect on our results of operations and cash flow.

Item 3.      Quantitative And Qualitative Disclosures About Market Risk

     In March 2001, we restructured  our debt and, as a result,  all of our debt
is fixed rate debt. Interest rate changes would result in gains or losses in the
market value of our fixed-rate debt due to the  differences  between the current
market interest rates and the rates governing these instruments. With respect to
our fixed-rate debt currently  outstanding,  a 10% change in interest rates (for
example, from 10% to 11%) would not have resulted in a significant change in the
fair value of our fixed-rate debt.


                                       16
<PAGE>



                           Part II - OTHER INFORMATION

Item 1.      Legal Proceedings

     On March 3, 2000, Pro Futures Bridge Capital Fund,  L.P. and Bridge Capital
Partners,  Inc.  Defined Benefit Pension Plan filed an action titled PRO FUTURES
BRIDGE CAPITAL FUND, L.P. V. THERMOVIEW  INDUSTRIES,  INC., ET AL., Civil Action
No. 00CV0559 (Colo. Dist. Ct., March 3, 2000) against ThermoView, its directors,
certain  officers,  a former  employee  and a  stockholder  alleging  breach  of
contract, common law fraud, fraudulent misstatements and omissions in connection
with  the  sale  of  securities,  negligent  misrepresentations  and  breach  of
fiduciary duty. These claims are in connection with the mandatory  conversion of
the Company's 10% Series A convertible  preferred stock,  held by the two funds,
into common stock upon  completion  of the initial  public  offering in December
1999,  and  purchases by the two funds of Company  common stock from  ThermoView
stockholders.  The funds are seeking rescission of their purchases of the Series
A preferred  stock in the amount of  $3,250,000,  plus interest and  unspecified
damages in connection with their purchases of the common stock. ThermoView filed
a notice to  dismiss  certain  claims  and an answer  denying  liability  in the
remainder of the claims.  ThermoView  also exercised an election for the removal
of the action to the United  States  District  Court of Colorado in Civil Action
No.  00-B-722.  Pro  Futures  filed a motion to remand  the  action  back to the
original  venue.  The Court  rendered an opinion which  dismissed  certain named
individuals due to lack of personal jurisdiction in Colorado courts and retained
venue  within  the  United  States  District  Court.  The  Court  has  entered a
scheduling  order  establishing a trial date in January 2002.  While  ThermoView
believes that the claims are without merit and intends to vigorously  defend the
suit,  it is too early in the  process  to  predict  the  likely  outcome of the
matter.


Item 2.      Changes in Securities and Use of Proceeds

         None.

Item 3.      Defaults Upon Senior Securities

     On  January  8,  2001  ThermoView  received  correspondence  from PNC dated
January 5, 2001  declaring  ThermoView  in default of the $15 million  committed
line of credit set forth in the Loan  Agreement  and Note dated August 31, 1998,
as  amended.  PNC  issued  the  declaration  of  default  due to the  failure of
ThermoView to permanently reduce the outstanding principal amount of the line of
credit  from $15  million to $10  million on or before  December  27,  2000,  as
required by the Sixth  Amendment  to Loan  Agreement  and Note dated  August 15,
2000.  The  declaration  of default by PNC Bank also  served as a  condition  of
default  under the  Securities  Purchase  Agreement  dated July 8, 1999  between
ThermoView and GE Capital. The referenced defaults were cured by the transaction
of  March  22,  2001  described  in  Footnote  6 to the  Condensed  Consolidated
Financial Statements on page 6.

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

             None.

                                       17
<PAGE>
Item 5.      Other Information

     The  Registrant  accepted  the  resignations  of Rodney H.  Thomas as Chief
Executive  Officer and John H. Cole as Chief Financial Officer effective January
9, 2001. On January 9, 2001, the Board of Directors  appointed Charles L. Smith,
our present President and Chief Operating  Officer,  to serve as Chief Executive
Officer and James J. TerBeest,  presently Senior Vice President - Accounting, to
serve as Chief Financial Officer.

     On March 23, 2001, the Registrant's  Board of Directors added an additional
seat to Class III of the Board of Directors.  The directors appointed Mr. Robert
L. Cox to serve in the newly  created seat in Class III. Mr. Cox was the founder
of the predecessor of Rolox,  Inc. in 1973 and of Precision Window Mfg., Co., in
1991. Mr. Cox was a director of Mark Twain Bank and was President of the Greater
Kansas City Home  Improvement  Contractors  Association.  Mr. Cox also served as
President of the Doers Association.

Item 6.      Exhibits and Reports on Form 8-K

(a)      Exhibits.

         Reference is made to the Index of Exhibits immediately preceding the
         exhibits hereto (beginning on page 22), which index is incorporated
         herein by reference.

(b)      Reports on Form 8-K.

     (1) On  January  12,  2001,  ThermoView  filed  a Form  8-K  reporting  the
following  current events under Item 5. Other Events:  1) declaration of default
by PNC Bank on the $15  million  committed  line of credit to  ThermoView  and a
cross-default of the $10 million senior subordinated promissory note, dated July
8, 1999, from ThermoView in favor of GE Equity, 2) engagement of Morris Anderson
& Associates, Ltd. as a consultant for the analysis and development of a capital
restructure  plan, 3) agreement for the  surrender of all  outstanding  Series C
convertible preferred stock, 4) resignation of Chief Executive Officer and Chief
Financial Officer and appointment of successors to such offices.

     (2) On  February  16,  2001,  ThermoView  filed a Form  8-K  reporting  the
following  current  events  under  Item 5.  Other  Events:  In a  Memorandum  of
Understanding  from GE,  GE  Equity,  ThermoView,  and PNC  Bank,  agreed,  on a
non-binding  basis, to have GE Equity and a consortium of directors and officers
and former officers of ThermoView purchase the original $15 million loan owed by
ThermoView to PNC Bank, which loan had an approximate  balance of $11.7 million.
The insider group that was proposing to participate in this transaction included
Rodney H. Thomas, a ThermoView Board member and former Chief Executive  Officer,
Charles L. Smith,  President and Chief Executive  Officer,  Stephen A. Hoffmann,
Chairman of the Board of Directors,  James J. TerBeest, Chief Financial Officer,
and other former officers of ThermoView.


                                       18
<PAGE>
     (3) On March 27, 2001,  ThermoView filed a Form 8-K reporting the following
current  events  under  Item  5.  Other  Events:  Pursuant  to the  terms  of an
Assignment and Acceptance Agreement dated as of March 22, 2001, by and among PNC
Bank and GE Equity,  and Rodney H.  Thomas,  Charles  L.  Smith,  Robert L. Cox,
Robert L. Cox,  II,  Stephen A.  Hoffmann,  Mitch M.  Wexler,  Stephen  Townzen,
Emerging Business Solutions, LLC, Ronald L. Carmicle,  Raymond C. Dauenhauer, J.
Sherman Henderson,  III, Bruce C. Merrick, George C. Underhill, II and Daniel F.
Dooley,  PNC Bank  transferred all of its rights and obligations  under its loan
documents to GE Equity and the  individuals  and entities  listed in  connection
with  the  August,  1998,  $15,000,000  PNC  loan  to  ThermoView.   The  listed
individuals and Emerging  Business  Solutions  constitute an investor group that
joined with GE Equity for the purpose of purchasing the PNC loan. Related to the
purchase of the PNC loan,  PNC Bank also assigned its rights and  obligations to
GE Equity and the investor group with respect to the  $3,000,000  portion of the
$15,000,000  note for  which  PNC Bank  received  payment  in full  pursuant  to
guarantees from Messrs. Stephen A. Hoffmann, Douglas I. Maxwell, III, Richard E.
Bowlds  and  Nelson E.  Clemmens.  Upon the sale of the  $15,000,000  loan to GE
Equity  and the  investor  group,  ThermoView  executed  on March  22,  2001,  a
$3,000,000  Amended and Restated Series A Promissory Note in favor of GE Equity,
individual Amended and Restated Series B Promissory Notes aggregating $2,250,000
in favor of each  member of the  investor  group and a  $6,250,000  Amended  and
Restated Series C Promissory Note in favor of GE Equity.  The Series A, Series B
and Series C notes  mature on March 31,  2004 and  re-evidence  the  obligations
evidenced by the original $15,000,000 PNC note.

     At the date of purchase of the PNC loan, ThermoView owed $11,719,991 to PNC
Bank.  In  connection  with the purchase of the PNC loan,  ThermoView  issued an
immediately  exercisable  warrant in favor of PNC  Investment  Corp. to purchase
200,000  shares of  ThermoView  common  stock for $0.28 per share.  This warrant
expires in March 2011.  As  consideration  for GE Equity and the investor  group
purchasing the PNC note,  ThermoView issued immediately  exercisable warrants to
purchase an aggregate of 957,030 shares of ThermoView  common stock at $0.28 per
share. These warrants expire in March 2011.

     GE Equity agreed to extend the maturity date of its  $10,000,000  July 1999
note due from ThermoView from July 2002 to April 30, 2004,  reduce the principal
by $6,250,000 and add interest due on that debt as additional  principal for the
fourth quarter of 2000 and all of 2001. Consequently, the remaining principal is
$4,325,000. Additional interest deferrals for the second through fourth quarters
in 2001 will increase debt approximately $900,000.

     In connection  with PNC Bank exercising its rights with respect to the four
guarantors,  ThermoView  entered  into an  agreement  with  the  largest  single
guarantor,  Mr.  Hoffmann,  representing  $1,500,000 of the  $3,000,000 PNC Bank
collected from the guarantees. ThermoView executed a promissory note in favor of
Mr. Hoffmann in the amount of $900,000 bearing interest at six percent per annum
maturing June 30, 2004.

                                       19
<PAGE>
     Subsequent  to the  purchase of the PNC note by GE Equity and the  investor
group,  GE Equity and the investor  group  waived all  defaults  relating to the
purchased PNC note. In addition,  GE Equity waived any defaults  relating to the
July,  1999 note  occasioned by the  declaration of default by PNC Bank in early
January 2001.

     ThermoView also  restructured its Series D and Series E preferred stock and
in that connection  issued 53,400  additional Series D shares valued at $267,000
and 36,600  additional Series E preferred shares valued at $183,000 to satisfy a
$450,000  obligation  owing by ThermoView to sellers of businesses to ThermoView
that now constitute ThermoView subsidiaries. Dividends on the Series D preferred
stock  commence  October 1, 2001 but  accumulate  with  additional  issuances of
Series D preferred stock through December 31, 2002.  Commencing January 1, 2003,
ThermoView  will pay  dividends  in cash.  The  mandatory  redemption  provision
requiring 20 percent  annual  redemption of the Series D preferred  stock over a
period of five years  commences July 2004 instead of October 2001.  Dividends on
the Series E preferred  stock will accrue from the effective date of the earlier
of the  original  issuance  of the  Series E  preferred  stock  or the  original
issuance of the Series D preferred stock that Series E preferred stock replaces.
Dividends  accruing  from the date of issuance  of the Series E preferred  stock
through  December 2002,  ThermoView shall pay in kind through the issuance of an
equivalent  amount  of  Series E  preferred  stock.  Thereafter  cash  dividends
commence.  The mandatory  redemption  provision of this Series E preferred stock
which requires 20 percent annual  redemption  over a five year period  commences
July 2004 instead of October 2001.

     Members of the  investor  group  including  Messrs.  Carmicle,  Dauenhauer,
Henderson,  Hoffmann,  Merrick, Smith, Thomas and Underhill are all directors of
ThermoView.  Mr.  Charles  L. Smith also  serves as chief  executive  officer of
ThermoView and James J. TerBeest, a member of Emerging Business Solutions,  LLC,
serves as chief financial officer of ThermoView.


                                       20
<PAGE>



                                   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.

                                      ThermoView Industries, Inc.



Date:  May 9, 2001                     By:      /s/ Stephen A. Hoffmann
                                      -----------------------------------------
                                       Stephen A. Hoffmann,
                                       Chairman
                                       (principal executive officer)


Date:  May 9, 2001                     By:      /s/ James J. TerBeest
                                       -----------------------------------------
                                       James J. TerBeest,
                                       Chief Financial Officer
                                    (principal financial and accounting officer)



                                       21

<PAGE>



                                INDEX TO EXHIBITS

  Exhibit
   Number                            Description of Exhibits

10.103 Settlement  Agreement  and General  Release  dated March 28, 2001, by and
       between Registrant and Richard E. Bowlds.

10.104 Promissory  Note dated March 28,  2001,  by and between  Registrant  and
       Stephen A. Hoffmann.





                                     22
<PAGE>


Exhibit 10.103

                    SETTLEMENT AGREEMENT AND GENERAL RELEASE



     THIS SETTLEMENT AND RELEASE AGREEMENT dated this 28th day of March 2001, is
being executed by RICHARD E. BOWLDS (hereinafter  "Bowlds") having an address at
Owensboro,   Kentucky  ;  and  [i]  THERMOVIEW  INDUSTRIES,   INC.,  a  Delaware
corporation   ("ThermoView"),   [ii]  AMERICAN  HOME  DEVELOPERS  CO.,  INC.,  a
California  corporation  ("American  Home"),  [iii] FIVE STAR BUILDERS,  INC., a
California  corporation  ("Five Star"),  [iv] KEY HOME CREDIT,  INC., a Delaware
corporation ("Key Home"),  [v] KEY HOME MORTGAGE,  INC., a Delaware  corporation
("Key Home  Mortgage"),  [vi] LEINGANG  SIDING AND WINDOW,  INC., a North Dakota
business corporation  ("Leingang Siding"),  [vii] PRECISION WINDOW MFG., INC., a
Missouri  corporation  ("Precision"),  [viii]  PRIMAX  WINDOW  CO.,  a  Kentucky
corporation ("Primax"), [ix] ROLOX, INC., a Kansas corporation ("Rolox"), [x] TD
WINDOWS, INC., a Kentucky corporation ("TD Windows"), [xi] THERMAL LINE WINDOWS,
INC., a North Dakota corporation ("Thermal Line"), [xii] THERMOVIEW OF MISSOURI,
INC., a Missouri corporation ("ThermoView-Missouri"),  [xiii] THERMO-TILT WINDOW
COMPANY, a Delaware corporation ("Thermo-Tilt"),  [xiv] THERMO-SHIELD OF AMERICA
(ARIZONA),   INC.,  an  Arizona  corporation   ("Thermo-Shield  Arizona"),  [xv]
THERMO-SHIELD   OF   AMERICA   (MICHIGAN),    INC.,   a   Michigan   corporation
("Thermo-Shield  Michigan"),  [xvi]  THERMO-SHIELD  COMPANY,  LLC,  an  Illinois
limited liability company  ("Thermo-Shield  Company"),  [xvii]  THERMO-SHIELD OF
AMERICA (WISCONSIN),  LLC, a Wisconsin limited liability company ("Thermo-Shield
Wisconsin"),  [xviii] THERMOVIEW ADVERTISING GROUP, INC., a Delaware corporation
("ThermoView  Advertising")  and [xix]  THOMAS  CONSTRUCTION,  INC.,  a Missouri
corporation ("Thomas Construction"),  (ThermoView, American Home, Five Star, Key
Home, Key Home Mortgage, Leingang Siding, Precision,  Primax, Rolox, TD Windows,
Thermal   Line,   ThermoView-Missouri,   Thermo-Tilt,   Thermo-Shield   Arizona,
Thermo-Shield   Michigan,   Thermo-Shield  Company,   Thermo-Shield   Wisconsin,
ThermoView  Advertising and Thomas Construction  individually are referred to in
this Agreement as a "Borrower" and  collectively as the  "Borrowers")  having an
address  in  care  of  ThermoView  Industries,  Inc.,  5611  Fern  Valley  Road,
Louisville,   Kentucky  40228,   (hereinafter   collectively   referred  as  the
"Borrowers").1

     WHEREAS, Bowlds was, pursuant to a certain Limited Guaranty Agreement dated
April 14, 2000 (the "Guaranty Agreement"), a guarantor of certain obligations of
Borrowers  to PNC  Bank  Corp.  (and/or  any of its  subsidiaries)  (hereinafter
collectively  referred to as "PNC") for the total amount of up to $500,000  (the
"Bowlds Guaranteed Amount") plus the Accrued Interest Amount, if any;

     WHEREAS,  Bowlds  has paid to PNC the  Bowlds  Guaranteed  Amount  and as a
result of such payment may have certain  claims  (hereinafter  collectively  the
"Bowlds Claims") against the Borrowers;

     WHEREAS,  the  parties  mutually  desire to  resolve  Bowlds  Claims on the
following terms and conditions.



<PAGE>



                              W I T N E S S E T H :

     NOW, THEREFORE,  the undersigned Bowlds,  hereby represents and states that
in  exchange  for the sum of  $300,000.00  paid  pursuant  to the  terms of that
certain  Promissory  Note dated March 28th,  2001 attached hereto as Exhibit "A"
and  incorporated  herein by reference,  Bowlds,  for himself and for his heirs,
successors,   assigns,   predecessors,    principals,   affiliates,   attorneys,
representatives and agents, does hereby irrevocably and unconditionally release,
acquit,  exonerate and forever  discharge  Borrowers and all of their respective
employees,   officers,   directors,   principals,   affiliates,    subsidiaries,
shareholders,  attorneys,  agents,  representatives  and their respective heirs,
personal  representatives,  successors  and  assigns  from  any and all  claims,
liability, causes of action, demands,  controversies,  suits, damages, expenses,
sums of money and/or judgments  (collectively,  "Claims") of any kind or nature,
both legal and  equitable,  whether  known or unknown,  which may have arisen to
date or may arise in the future,  but only if and to the extent that such Claims
arise from the Guaranty Agreement and/or Bowlds Claims.

     This  Agreement  is made and entered into in order to settle the rights and
obligations  between the parties  under the Guaranty  Agreement and shall in all
respects be interpreted,  enforced and governed under the laws of Kentucky.  The
language of all parts of this  Agreement  shall in all cases be interpreted as a
whole, according to its fair meaning, and not strictly for or against any of the
parties, regardless of which is the drafter of this Agreement.

     Should any  provision of this  Agreement be declared or  determined  by any
court to be illegal or invalid,  the validity of the remaining  parts,  terms or
provisions  shall not be affected thereby and said illegal or invalid part, term
or provision shall be deemed not to be a part of this Agreement.


<PAGE>



     The undersigned  further states that this settlement is the compromise of a
doubtful and disputed claim,  that the payment of the aforesaid sum is not to be
construed as an admission  of  liability  on the part of  Borrowers';  that this
instrument  contains the entire  agreement  between the parties;  that the terms
hereof are contractual and not a mere recital; and fully understands its terms.

     This Agreement contains the entire agreement and understanding  between the
parties and this Agreement may be modified only by a mutual  written  consent by
Bowlds and Borrowers.

     IN WITNESS WHEREOF,  I have hereunto set my hand on this 28th day of March,
2001.



 /s/ Richard E. Bowlds
------------------------------------

RICHARD E. BOWLDS


------------------------------
WITNESS


BORROWERS:
THERMOVIEW INDUSTRIES, INC.
AMERICAN HOME DEVELOPERS CO., INC.
FIVE STAR BUILDERS, INC.
KEY HOME CREDIT, INC.
KEY HOME MORTGAGE, INC.
LEINGANG SIDING AND WINDOW, INC.
PRIMAX WINDOW CO.
PRECISION WINDOW MFG., INC.
ROLOX, INC.
TD WINDOWS, INC.
THERMAL LINE WINDOWS, INC.
THERMOVIEW OF MISSOURI, INC.
THERMO-TILT WINDOW COMPANY
THOMAS CONSTRUCTION, INC.
THERMO-SHIELD OF AMERICA (ARIZONA), INC.
THERMO-SHIELD OF AMERICA (MICHIGAN), INC.
THERMO-SHIELD COMPANY, LLC
THERMO-SHIELD OF AMERICA(WISCONSIN), LLC
THERMOVIEW ADVERTISING GROUP, INC.


By:      /s/ Charles L. Smith
     ---------------------------------------
         Charles L. Smith, President

-------------------------------------
WITNESS


<PAGE>



Exhibit 10.104

                                 PROMISSORY NOTE

$300,000                                                   Louisville, Kentucky
                                                                 March 28, 2001


     FOR VALUE RECEIVED,  the undersigned,  [i] THERMOVIEW  INDUSTRIES,  INC., a
Delaware corporation ("ThermoView"),  [ii] AMERICAN HOME DEVELOPERS CO., INC., a
California  corporation  ("American  Home"),  [iii] FIVE STAR BUILDERS,  INC., a
California  corporation  ("Five Star"),  [iv] KEY HOME CREDIT,  INC., a Delaware
corporation ("Key Home"),  [v] KEY HOME MORTGAGE,  INC., a Delaware  corporation
("Key Home  Mortgage"),  [vi] LEINGANG  SIDING AND WINDOW,  INC., a North Dakota
business corporation  ("Leingang Siding"),  [vii] PRECISION WINDOW MFG., INC., a
Missouri  corporation  ("Precision"),  [viii]  PRIMAX  WINDOW  CO.,  a  Kentucky
corporation ("Primax"), [ix] ROLOX, INC., a Kansas corporation ("Rolox"), [x] TD
WINDOWS, INC., a Kentucky corporation ("TD Windows"), [xi] THERMAL LINE WINDOWS,
INC., a North Dakota corporation ("Thermal Line"), [xii] THERMOVIEW OF MISSOURI,
INC., a Missouri corporation ("ThermoView-Missouri"),  [xiii] THERMO-TILT WINDOW
COMPANY, a Delaware corporation  ("Thermo-Tilt"),  [xiv]THERMO-SHIELD OF AMERICA
(ARIZONA),   INC.,  an  Arizona  corporation   ("Thermo-Shield  Arizona"),  [xv]
THERMO-SHIELD   OF   AMERICA   (MICHIGAN),    INC.,   a   Michigan   corporation
("Thermo-Shield  Michigan"),  [xvi]  THERMO-SHIELD  COMPANY,  LLC,  an  Illinois
limited liability company  ("Thermo-Shield  Company"),  [xvii]  THERMO-SHIELD OF
AMERICA (WISCONSIN),  LLC, a Wisconsin limited liability company ("Thermo-Shield
Wisconsin"),  [xviii] THERMOVIEW ADVERTISING GROUP, INC., a Delaware corporation
("ThermoView  Advertising")  and [xix]  THOMAS  CONSTRUCTION,  INC.,  a Missouri
corporation ("Thomas Construction"),  (ThermoView, American Home, Five Star, Key
Home, Key Home Mortgage, Leingang Siding, Precision,  Primax, Rolox, TD Windows,
Thermal   Line,   ThermoView-Missouri,   Thermo-Tilt,   Thermo-Shield   Arizona,
Thermo-Shield   Michigan,   Thermo-Shield  Company,   Thermo-Shield   Wisconsin,
ThermoView  Advertising and Thomas Construction  individually are referred to in
this Agreement as a "Maker" and  collectively as the "Makers") having an address
in care of  ThermoView  Industries,  Inc.,  5611 Fern Valley  Road,  Louisville,
Kentucky  40228,  hereby  promises  and agrees to pay to the order of Stephen A.
Hoffmann  (hereinafter  referred  to as  "Lender"),  having an  address  at 1383
Waxwing  Place,  Louisville,  Kentucky  40222,  the  aggregate  principal sum of
$300,000 (the "Lender's  Loan") in lawful money of the United States of America,
as hereinafter provided.

     The  principal of this Note (the "Note")  shall bear interest on the unpaid
balance thereof at a fixed rate of six percent (6%) per annum.

     Principal and any accrued but unpaid interest on this Note shall be due and
payable in full on June 30, 2004 (the "Maturity  Date").  Interest shall be paid
monthly  commencing on June 30, 2001 and on the last day of each calendar  month
thereafter,  with a final payment of all accrued but unpaid  interest to be made
on the earlier of (i) the Maturity Date and (ii) the date the principal  balance
of this Note is paid in full.

     Subject to the last sentence of this paragraph,  principal of this Note may
be repaid in whole or in part  without  penalty  or premium at any time prior to
maturity;  provided,  however, that in such event (or in any event) Lender shall
have no obligation to advance,  and Makers shall have no right to reborrow,  any
amounts so repaid. All payments of principal and interest and any other sums due
under this Note shall be made in  immediately  available  funds to Lender at the
address  for Lender  set forth in this Note or to such  other  person or at such
other address as may be designated in writing by the holder of this Note. Makers
shall not make any voluntary  prepayments under this Note so long as any portion
of the Senior Debt (as hereinafter defined) shall remain outstanding.

     It is understood and agreed that the occurrence and  continuance of any one
or more of the following  events shall constitute a default under this Note: (A)
the failure to pay or perform when and as due any obligations,  liabilities,  or
indebtedness of any of the Makers of this Note to Lender (whether at maturity or
by  acceleration,  and with no prior demand  therefor by Lender being  necessary
except to the extent, if any, required under the express terms of the agreement,
Note, or instrument governing such default);  (B) a proceeding being filed by or
commenced against (which remains  undismissed for 60 days) any of the Makers for
dissolution  or  liquidation,  or voluntarily  or  involuntarily  terminating or
dissolving or being terminated or dissolved, or the sale of all or substantially
all of the assets of any of the Makers;  or (C) the  appointment of a custodian,
trustee,  liquidator,  or  receiver  for or for any of the  property  of,  or an
assignment  for the benefit of  creditors  by or the filing of a petition  under
bankruptcy,  insolvency,  or debtor's  relief law,  or for any  readjustment  of
indebtedness,  composition,  or extension by or against any of the Makers which,
if not voluntary, remains undismissed for 60 days.

     Subject to the Subordination Provisions (as hereinafter defined),  whenever
there is a default under this Note the entire principal balance of this Note and
any accrued and unpaid interest hereon, shall automatically become forthwith due
and payable, without presentment, notice, protest, or demand of any kind (all of
which are hereby expressly waived by each of the Makers),  except,  with respect
to clause (A) above, for a written notice of acceleration.

     Except as specifically  provided  herein,  each of the Makers and any other
party who may become primarily or secondarily  liable for any of the obligations
of any of the Makers  hereunder  hereby waives  presentment,  demand,  notice of
dishonor,  protest,  notice of protest,  and nonpayment,  and further waives all
exemptions to which they may now or hereafter be entitled under the laws of this
or any other state or of the United  States,  and further agrees that the holder
of this Note shall have the right,  without  notice,  to deal in any way, at any
time,  with any  Maker or with any  other  party  who may  become  primarily  or
secondarily  liable for any of the  obligations  of any of the Makers under this
Note without waiving any rights the holder of this Note may have hereunder or by
virtue of the laws of this state or any other state of the United States.

     Subordination, Priority and Payment Over of Proceeds in Certain Events (the
remaining  provisions  (excluding the last two  paragraphs  herein) of this Note
being referred to herein collectively as the "Subordination Provisions"):

     (a) The Makers and Lender  and any other  holder of this Note  (Lender  and
such holders being hereinafter  referred to collectively as "Holders")  covenant
and agree that all payments of the  principal of and interest in respect of this
Note  shall  be  subordinated,   to  the  extent  and  in  accordance  with  the
Subordination  Provisions,  to the prior payment in full of the Senior Debt. For
purposes of this  Section,  the term  "Senior  Debt"  shall  mean,  (i) the Loan
Agreement,  dated as of August 31, 1998  between the Makers,  GE Capital  Equity
Investments and the other lenders party thereto, as assignees of PNC Bank, N.A.,
as amended, restated,  supplemented or otherwise modified from time to time, and
(ii) the  Securities  Purchase  Agreement,  dated as of July 8, 1999 between the
Makers  and  GE  Capital  Equity  Investments,   Inc.,  as  amended,   restated,
supplemented  or otherwise  modified from time to time,  and each of clauses (i)
and (ii) above shall  include  principal  of and  premium,  if any, and interest
(including  interest  accruing  at the rate  provided  for  hereunder  after the
commencement  of any  proceedings  of the type referred to in clause (b) hereof,
whether  or not an  allowed  claim in such  proceeding)  on all  loans and other
extensions of credit under, and all expenses, fees, reimbursements,  indemnities
and other amounts owing pursuant to the Senior Debt, and the term  "Subordinated
Debt"  shall  mean the  Lender's  Loan.  Any of the  foregoing  to the  contrary
notwithstanding, the term "Senior Debt" shall not include any advances in excess
of $1,000,000  made after the date of this Note.  The Makers and Lender  further
covenant  and  agree  that  all  payments  in  respect  of this  Note  shall  be
subordinated in accordance with the Subordination Provisions.

     (b) Upon payment or  distribution  of assets or securities of Makers of any
kind or character, whether in cash, property or securities, upon any dissolution
or winding up or total or partial  liquidation or  reorganization  of any Maker,
whether voluntary or involuntary, or in bankruptcy, insolvency,  receivership or
other  proceedings  or upon an  assignment  for the benefit of  creditors or any
other  marshaling of the assets and  liabilities of the Makers,  the Senior Debt
shall  first be paid in full in cash,  or payment  provided  for in cash or cash
equivalents in a manner  satisfactory to the Holders thereof,  before any direct
or indirect payments or distributions, including without limitation, by exercise
of setoff,  of any cash,  property or  securities on account of principal of (or
premium,  if any) or  interest  on the  Subordinated  Debt,  and to that end the
Senior Debt holder shall be entitled to receive directly, for application to the
payment  thereof (to the extent  necessary  to pay the Senior Debt in full after
giving effect to any  substantially  concurrent  payment or  distribution  to or
provision  for payment to the Senior Debt holder in respect of the Senior Debt),
any payment or distribution of any kind or character,  whether in cash, property
or  securities,  in respect of the  Subordinated  Debt.  The  provisions of this
Section shall not be applicable to payments made in accordance with the terms of
this Note and received  prior to the  commencement  of any such  dissolution  or
winding  up or total or  partial  liquidation  or  reorganization  of any Maker,
whether voluntary or involuntary, or in bankruptcy, insolvency,  receivership or
other  proceedings  or upon an  assignment  for the benefit of  creditors or any
other marshalling of the assets and liabilities of the Makers.

     (c) No  direct  or  indirect  payment  by or on  behalf  of the  Makers  of
principal of (premium,  if any), or interest on, the Subordinated  Debt, whether
pursuant to the terms of  Subordinated  Debt,  upon  acceleration  or otherwise,
shall be made if at the time of such  payment  there exists (i) a default in the
payment of all or any portion of principal of  (premium,  if any),  interest on,
fees or other  amounts  owing in  connection  with any  Senior  Debt or (ii) any
default other than a default described in clause (i) above under any document or
instrument  governing or evidencing  any Senior Debt,  and in either case,  such
default  shall not have been  cured or  waived  in  writing.  So long as no such
default or Event of Default exists in respect hereof or in respect of the Senior
Debt,  the Makers  shall  make,  and the Lender may  receive,  (i)  payments  of
interest on the Subordinated  Debt when and as due, and (ii) a principal payment
of the Subordinated Debt on or after the Maturity Date.

Rights and Obligations of Holders:
---------------------------------

     (a) In the event that,  notwithstanding the foregoing provision prohibiting
such payment or  distribution,  the Holders  shall have  received any payment on
account of the  Subordinated  Debt at a time when such payment is  prohibited by
such provision  before the Senior Debt is paid in full,  then and in such event,
such payment or distribution  shall be received and held in trust by the Holders
apart from their other  assets and paid over or  delivered to the holders of the
Senior Debt remaining  unpaid to the extent necessary to pay in full in cash the
principal of (premium,  if any), and interest on, such Senior Debt in accordance
with its terms and after giving effect to any concurrent payment or distribution
to the  holders  of such  Senior  Debt.  To the  extent  that any  distributions
otherwise  payable to the Holders have been applied to the payment of the Senior
Debt in  accordance  with the  Subordination  Provisions,  the Holders  shall be
subrogated  to the  rights  of  the  holders  of  the  Senior  Debt  to  receive
distributions  with  respect to the Senior Debt;  provided,  that so long as any
Senior Debt shall remain outstanding, Lender shall not assert any such rights in
respect hereof.

     (b) Upon any payment or distribution of assets or securities referred to in
the  Subordination  Provisions,  the Holders  shall be entitled to rely upon any
order or decree of a court of competent  jurisdiction in which such dissolution,
winding up,  liquidation or reorganization  proceedings are pending,  and upon a
certificate of the receiver,  trustee in bankruptcy,  liquidating trustee, agent
or other  person  making any such  payment  or  distribution,  delivered  to the
Holders for the purpose of ascertaining  the persons  entitled to participate in
such distribution, the holders of Senior Debt and other indebtedness of Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon  and all other  facts  pertinent  thereto or to this  Section.  Upon the
filing of a bankruptcy of any Maker whether voluntary or involuntary, the Senior
Lenders  shall  have the  right to file a proof of claim on  behalf of Lender in
respect of the Lender's Loan.

     (c) So long as the Senior Debt shall remain outstanding, Lender shall waive
all of his rights and  remedies  with respect to the  enforcement  of this Note,
including,  but not  limited  to, the filing of a  bankruptcy  or other  similar
proceeding  against any Maker,  the taking of any action to collect on this Note
and the right to  accelerate  this Note. If no default or Event of Default under
the Senior  Debt  (other  than a default or Event of  Default  arising  from any
Maker's  failure  to pay this Note when and as due)  shall  occur and the Senior
Debt shall  remain  outstanding,  Lender may take any action  against  any Maker
(except  the filing of a  bankruptcy  or other  similar  proceeding  against any
Maker) to collect (i) any interest  payment on this Note when due and payable or
(ii) any principal payment on this Note on or after the Maturity Date;  provided
that, in each case,  Lender shall only be permitted to receive any such payments
pursuant to the terms of the Subordination Provisions.

Rights of Holders of Senior Debt Not To Be Impaired:

     (a) No right of any present or future  holder of any Senior Debt to enforce
subordination  as herein  provided shall at any time in any way be prejudiced or
impaired  by  any  act  or  failure  to  act  by  any  such  holder,  or by  any
noncompliance  by the Makers with the terms and provisions and covenants  herein
regardless of any knowledge thereof such holder may have or otherwise be charged
with.

     (b) The  Subordination  Provisions and the provision  contained in the last
sentence of the fourth paragraph of this Note are intended to be for the benefit
of, and shall be  enforceable  directly by, the holders of the Senior Debt.  The
Makers, by their acceptance  hereof,  acknowledge that the holders of the Senior
Debt are relying upon the  Subordination  Provisions  in  extending  such Senior
Debt.

Obligations of Makers Unconditional:

     (a)  Nothing  contained  in this Note is intended  to or shall  impair,  as
between the Makers and the Holders,  the  obligations  of the Makers , which are
absolute and unconditional,  to pay to the Holders the principal of (premium, if
any),  and  interest  on,  this Note as and when the same  shall  become due and
payable in  accordance  with its terms,  or is intended  to or shall  affect the
relative  rights of the  Holders  and  creditors  of the  Makers  other than the
holders of the Senior Debt.

     (b) The failure to make a payment on account of  principal  of, or interest
on, this Note by reason of any  provision of this Note shall not be construed as
preventing the occurrence of a default hereunder.

Right of Any Holder as Holder of Senior Debt:

     Any Holder in its  individual  capacity shall be entitled to all the rights
set forth in this Note with  respect to any Senior Debt which may at any time be
held by it, to the same extent as any other holder of Senior  Debt,  and nothing
in this agreement shall deprive such Holder of any of its rights as such holder.

Reinstatement:

     The subordination provisions of this Note shall continue to be effective or
be  reinstated,  and the Senior Debt shall not be deemed to be paid in full,  as
the  case  may be,  if at any  time any  payment  of any of the  Senior  Debt is
rescinded  or  must  otherwise  be  returned  by the  holder  thereof  upon  the
insolvency,  bankruptcy or  reorganization  of the Makers or  otherwise,  all as
though such payment had not been made.

     If this Note is placed in the hands of an attorney for  collection  by suit
or otherwise,  the  under-signed  hereby agrees to pay all costs of  collection,
including any reasonable attorney's fee incurred.

     This Note has been  delivered in, and shall be governed by and construed in
accordance with the laws of, the Commonwealth of Kentucky.

     The terms and conditions of this Note may not be changed, amended, modified
or altered in any  respect  by the  parties  hereto  without  the prior  written
consent of the Senior Debt holders.


MAKERS:

THERMOVIEW INDUSTRIES, INC.
AMERICAN HOME DEVELOPERS CO., INC.
FIVE STAR BUILDERS, INC.
KEY HOME CREDIT, INC.
KEY HOME MORTGAGE, INC.
LEINGANG SIDING AND WINDOW, INC.
PRIMAX WINDOW CO.
PRECISION WINDOW MFG., INC.
ROLOX, INC.
TD WINDOWS, INC.
THERMAL LINE WINDOWS, INC.
THERMOVIEW OF MISSOURI, INC.
THERMO-TILT WINDOW COMPANY
THOMAS CONSTRUCTION, INC.
THERMO-SHIELD OF AMERICA (ARIZONA), INC.
THERMO-SHIELD OF AMERICA (MICHIGAN), INC.
THERMO-SHIELD COMPANY, LLC
THERMO-SHIELD OF AMERICA(WISCONSIN), LLC
THERMOVIEW ADVERTISING GROUP, INC.


By:     /s/ Charles L. Smith
    ----------------------------------------
         Charles L. Smith, President


     -------- 1 For purposes  hereof,  all capitalized  terms to the extent they
are not  specifically  defined in this  Agreement  shall  have the same  meaning
afforded to them in the Limited Guaranty Agreement, dated April 14th, 2000, copy
of  which  is  attached  here to as  Exhibit  "B"  and  incorporated  herein  by
reference,  and any related financing  documents,  to which Borrowers and Bowlds
are the parties.