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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, 2003

                                       OR

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

                For the transition period from ______ to ______.

                        Commission File Number 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 [ ]

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

     As of April 30, 2003,  8,628,716 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.............................................9
     Item 3. Quantitative and Qualitative Disclosures About Market Risk.......14
     Item 4. Controls and Procedures..........................................14
Part II Other Information
     Item 1. Legal Proceedings................................................15
     Item 2. Changes in Securities and Use of Proceeds........................15
     Item 3. Defaults Upon Senior Securities..................................15
     Item 4. Submission of Matters to a Vote of Security Holders..............15
     Item 5. Other Information................................................16
     Item 6. Exhibits and Reports on Form 8-K.................................16
-----















<PAGE>

Item 1.  Financial Statements

                           ThermoView Industries, Inc.
                      Condensed Consolidated Balance Sheets

                                           December 31,         March 31, 2003
                                     --------------------- ---------------------
                                               2002              (Unaudited)
Assets                               --------------------- ---------------------
Current assets:
  Cash and equivalents               $        2,179,887     $       1,456,975
  Receivables:
    Trade                                     3,340,577             3,092,934
    Other                                       346,272               337,951
  Costs in excess of billings on
   uncompleted contracts                        589,458               557,887
  Inventories                                 2,104,966             1,961,751
  Prepaid expenses and other current
   assets                                       485,316               872,158
                                     --------------------- ---------------------
Total current assets                          9,046,476             8,279,656

Property and equipment, net                   2,679,852             2,883,249

Other assets:
  Goodwill, net                              28,358,742            28,358,742
  Other assets                                  408,094               443,319
                                     --------------------- ---------------------
                                             28,766,836            28,802,061
                                     --------------------- ---------------------

Total assets                         $       40,493,164    $       39,964,966
                                     ===================== =====================

Liabilities and stockholders' equity
Current liabilities:
  Accounts payable                   $        3,698,212    $        4,422,267
  Accrued expenses                            2,663,889             2,774,002
  Billings in excess of costs on
   uncompleted contracts                        654,338               657,048
  Income taxes payable                           93,950                93,950
  Current portion of long-term debt             324,368               298,232
                                     --------------------- ---------------------
Total current liabilities                     7,434,757             8,245,499

Long-term debt                               17,012,156            17,242,876
Other long-term liabilities                     135,494                92,537

Mandatorily redeemable preferred stock:
  Series C, $.001 par value, 25,000
   shares authorized; none issued                    --                   --
  Series D, $.001 par value (aggregate
   redemption amount and liquidation
   preference of $5,547,875 at December
   31, 2002 and $5,712,029 at March 31,
   2003); 1,500,000 shares authorized;
   956,900 shares issued and outstanding
   at December 31, 2002 and at March 31,
   2003                                       5,547,875            5,712,029
  Series E, $.001 par value (aggregate
   redemption amount and liquidation
   preference of $2,275,932 at December
   31, 2002 and $2,343,275 at March 31,
   2003); 500,000 shares authorized;
   336,600 shares issued and outstanding
   at December 31, 2002 and at March
   31, 2003                                   2,275,932            2,343,275

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;  8,628,716 shares issued
   and outstanding at December 31, 2002 and at
   March 31, 2003                                 8,628                8,628
  Paid-in capital                            63,799,703           63,568,206
  Accumulated deficit                       (55,721,381)         (57,248,084)
                                     --------------------- ---------------------

Total stockholders' equity                    8,086,950            6,328,750
                                     --------------------- ---------------------

Total liabilities and
  stockholders' equity               $       40,493,164    $      39,964,966
                                     ===================== =====================
See accompanying notes.


                                       1
<PAGE>

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

                                                    For the three months ended
                                                              March 31,
                                                    ---------------------------
                                                        2002           2003
                                                    ------------   ------------

Revenues                                            $ 20,657,262   $ 16,193,013

Cost of revenues earned                               10,322,679      8,456,221
                                                    ------------   ------------

Gross profit                                          10,334,583      7,736,792

Selling, general and administrative expenses          10,147,046      8,396,181
Depreciation expense                                     273,382        214,101
Amortization expense                                      34,647          5,064
                                                    ------------   ------------

Loss from operations                                    (120,492)      (878,554)

Equity in earnings (loss) of joint venture                13,184        (26,207)
Interest expense                                        (663,300)      (632,130)
Interest income                                           15,679          9,764
                                                    ------------   ------------

Loss before income taxes                                (754,929)    (1,527,127)

Income tax benefit                                        (6,420)          (424)
                                                    ------------   ------------

Loss before cumulative effect of an accounting
  change                                                (748,509)    (1,526,703)

Cumulative effect of an accounting change--
  charge for impairment of goodwill                  (30,000,000)            --
                                                    ------------   ------------

Net loss                                             (30,748,509)    (1,526,703)

Less non-cash Series D and E preferred stock
  dividends                                             (191,368)      (231,497)
                                                    ------------   ------------

Net loss attributable to common stockholders        $(30,939,877)  $ (1,758,200)
                                                    ============   ============

Basic and diluted loss per common share:

   Loss attributable to common stockholders         $      (0.11)  $      (0.19)
   Cumulative effect of an accounting change               (3.42)             -
                                                    ------------   ------------
   Net loss attributable to common stockholders     $      (3.53)  $      (0.19)
                                                    ============   ============

See accompanying notes.


                                       2
<PAGE>

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

                                                     For the three months ended
                                                              March 31,
                                                     ---------------------------
                                                         2002           2003
                                                         ----           ----
Operating activities
Net loss                                             $(30,748,509)  $(1,526,703)
Adjustments to reconcile net loss to net cash
  provided by (used in) operations:
   Cumulative effect of an accounting change-
    charge related to impairment of goodwill           30,000,000            --
   Depreciation and amortization                          308,029       219,165
   Accretion of debt discount                             197,676       188,160
   Changes in operating assets and liabilities            529,548       837,829
                                                     -------------  ------------
Net cash provided by (used in) operating activities       286,744      (281,549)

Investing activities
Payments for purchase of property and equipment          (128,790)     (280,713)
Other                                                      (7,653)      (40,287)
                                                     -------------  ------------
Net cash used in investing activities                    (136,443)     (321,000)

Financing activities
Increase in long-term debt                                 14,411            --
Payments of long-term debt                               (122,214)     (120,363)
                                                     -------------  ------------
Net cash provided by (used in) financing activities      (107,803)     (120,363)
                                                     -------------  ------------
Net increase in cash and equivalents                       42,498      (722,912)
Cash and equivalents at beginning of period             2,387,583     2,179,887
                                                     -------------  ------------
Cash and equivalents at end of period                $  2,430,081   $ 1,456,975
                                                     =============  ============

See accompanying notes.


                                       3
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (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,  2003,  are not  necessarily  indicative  of the  results  that may be
expected for the year ended December 31, 2003.

     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, 2002.

2.   Operating Losses and Negative Cash Flow

     During the first quarter of 2003, the Company incurred a net loss to common
shareholders  of  $1,758,200,  compared to a net loss,  excluding the cumulative
effect of a change in accounting,  in the first quarter of 2002 of $939,877. The
Company's  net cash used by operating  activities  for the quarter was $281,549,
and the  Company  would  have  used  more  cash had it not  been for an  initial
slow-down  in payment of  routine  invoices  which  caused  accounts  payable to
increase  by  $837,829.  While  some of this  increase  in  accounts  payable is
seasonal,  the increase is more than $300,000 greater than occurred in the first
quarter of 2002.

     Management   believes  that  the  decrease  in  sales,  which  was  largely
responsible for the operating loss and reduction in cash flow, was primarily due
to severe  winter  weather in the Midwest  markets,  severe rain in the southern
California  market,  a  sluggish  economy,  and the  events in Iraq.  Management
further believes that the worst effects of these matters are past.

     The Company's loss by month declined as the quarter  progressed.  Following
is the net loss per month for each month in the first quarter of 2002 and 2003:

                                    2002                  2003
                                    ----                  ----
        January              $    (503,905)        $    (943,575)
        February                  (360,605)             (668,746)
        March                      (75,367)             (145,879)

     The Company expects  positive cash from operations  beginning in the second
quarter.  Average  weekly cash  collections  during the first  quarter were $1.3


                                       4
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (UNAUDITED)

2.  Operating Losses and Negative Cash Flow (Continued)

million.  Average weekly cash  collections for the six weeks subsequent to March
31, 2003 were $1.4 million.

     In the event the Company does not return to positive cash from  operations,
the Company will not be able to meet its revised debt covenants,  thereby making
its long-term debt currently due, and will need to re-evaluate  its goodwill for
potential further impairment and related write-offs.

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, 2002 and 2003,
includes  shares related to a stock  purchase  warrant that can be exercised for
nominal  cash  consideration.  Outstanding  shares for  purposes of  determining
diluted earnings per common share includes the weighted average number of shares
outstanding for basic earnings per share,  plus the diluted effect of any common
share equivalents such as options or warrants in the calculation. As the Company
recorded  losses  attributable  to  operations  before  cumulative  effect of an
accounting  change for the  three-month  periods  ended March 31, 2002 and 2003,
common share equivalents outstanding would be anti-dilutive.  Accordingly, basic
and diluted earnings per share amounts are the same.

     Weighted average shares outstanding were as follows:

                                                    Weighted Average
                         Period                    Shares Outstanding
        -----------------------------------------  ------------------
        For the three months ended March 31, 2002       8,760,852
        For the three months ended March 31, 2003       9,190,059

     A  reconciliation  of  loss  attributable  to  common  stockholders  before
cumulative  effect  of an  accounting  change  used in  computing  the per share
amounts for comparative quarters is as follows:

                                                              Three Months
                                                             Ended March 31,
                                                           2002          2003
                                                        ---------   -----------
Loss before cumulative effect of an accounting change   $(748,509)  $(1,526,703)
Preferred stock dividends                                (191,368)     (231,497)
                                                        ----------  ------------
Loss attributable to common stockholders before
  cumulative effect of an accounting change             $(939,877)  $(1,758,200)
                                                        ==========  ============

4.   Stock Option Information

     Pursuant to SFAS No. 123,  "Accounting for Stock-Based  Compensation,"  the
Company has elected to account for its employee  stock options under APB No. 25,
"Accounting for Stock Issued to Employees."  Accordingly,  no compensation  cost
has been recognized for employee options except as noted above. Had compensation
cost for employee  options been determined  based on the fair value at the grant


                                      5
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

4.   Stock Option Information (Continued)

date  consistent  with SFAS No. 123, the  Company's net income (loss) and income
(loss) per share would have been as follows:

                                                    2002           2003
                                               -------------  ------------
Net loss:
 As reported                                   $(30,748,509)  $(1,526,703)
 Pro forma                                      (30,858,998)   (1,547,508)
Net loss attributable to common stockholders:
  As reported                                   (30,939,877)   (1,758,200)
  Pro forma                                     (31,050,366)   (1,779,005)
Basic and diluted loss per common share:
  Basic, As reported                           $      (3.51)  $      (.17)
  Diluted, As reported                                (3.51)         (.17)
  Basic, Pro forma                                    (3.53)         (.19)
  Diluted, Pro forma                                  (3.53)         (.19)

         The fair value of each option grant to employees was estimated on the
date of grant using the Black Schole9s option-pricing model with the following
weighted average assumptions:

                                               2002                  2003
                                     --------------------- ---------------------
Interest rate                                  3.59%                 2.59%
Dividends                                         -                     -
Expected volatility                            1.62                  1.56
Expected life in years                            5                     5

5.   Segment Information

     For the three month  periods  ended March 31, 2002 and 2003,  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 two reportable  operating segments:
manufacturing and retail.

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.



                                       6
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (UNAUDITED)

5.   Segment Information (Continued)

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

 For the three months      Manu-
 ended March 31, 2002    facturing       Retail     Corporate     Consolidated
----------------------  ------------  -----------  ------------  --------------
Revenues from external
  customers             $ 1,031,898   $19,544,485  $    80,879   $ 20,657,262
Intersegment revenues       158,386          --           --          158,386
Income (loss) from
  operations                (97,774)      488,904     (511,622)      (120,492)
Total assets              4,326,059    33,596,146    2,887,641     40,809,846

 For the three months        Manu-
 ended March 31, 2003     facturing       Retail     Corporate     Consolidated
----------------------   ------------  -----------  ------------  --------------
Revenues from external
  customers             $   809,370   $15,306,763   $    76,880   $ 16,193,013
Intersegment revenues        88,266            --            --         88,266
Income (loss) from
  operations               (218,850)      (49,526)     (610,178)      (878,554)
Total assets              3,908,427    34,633,707     1,422,832     39,964,966

6.   Contingencies and Commitments

     On November 19, 2001, Nelson E. Clemmens,  former director and president of
ThermoView,  filed an action titled Nelson E. Clemmens v. ThermoView Industries,
Inc., Civil Action No. 01-CI-07901  (Jefferson Circuit Court, November 19, 2001)
against ThermoView alleging subrogation and indemnity rights associated with Mr.
Clemmens'  loss  of  guaranty  collateral  to  PNC  Bank.  These  claims  are in
connection with the April 2000 amendment to ThermoView's previous bank debt with
PNC Bank, in which Stephen A.  Hoffmann,  Richard E. Bowlds,  Nelson E. Clemmens
and Douglas I.  Maxwell,  III  guaranteed  $3,000,000  of our PNC Bank debt.  In
January 2001,  PNC seized the  collateral  pledged as security by the guarantors
for the loan  guaranty.  In March  2001,  ThermoView  reached  settlements  with
Messrs.  Bowlds  and  Hoffmann  for any  claims  that they may hold  against  us
regarding their loss of assets in connection with the guaranty. We did not reach
a settlement  with Messrs.  Clemmens  and Maxwell with regard to  guarantees  of
$1,000,000.  Following the initial  discovery phase,  Clemmens sought a judicial
determination  that  ThermoView's  March 2001  assignment of the underlying debt
relieved him of a contractual  obligation  to refrain from  asserting a claim of
repayment  until the debt was ultimately  satisfied.  On September 30, 2002, the
Jefferson  Circuit  Court  issued  an order of  summary  judgment  stating  that
Clemmens  could not assert a claim for repayment  until the debt was  ultimately
satisfied.  Clemmens  filed a motion with the court to reconsider  the September
30, 2002, ruling. On February 26, 2003, the Jefferson Circuit Court reversed the
previous judgment granted to ThermoView and awarded judgment to Clemmens against
ThermoView. ThermoView sought a reconsideration of the February 26, 2003 ruling.
On March 9, 2003,  the  Jefferson  Circuit  Court upheld the previous  ruling in
favor of Clemmens, and entered a final appealable judgment which allows Clemmens
to seek collection  against  ThermoView for the loss of collateral in the amount
of $500,000 plus interest at the rate of 10% annually  beginning January 1, 2001
($112,500 through March 31, 2003).  ThermoView  intends to appeal this matter to
the Kentucky Court of Appeals and anticipates that the appeals process will take
over 12 months to complete. Maxwell has not asserted a claim for the loss of his
collateral as of the date of filing of this report.  Maxwell could assert claims
for the same amount as Clemmens.  Management  has evaluated  the potential  loss
associated  with  Clemmens'  litigation and Maxwell's  unasserted  claim and has
determined  that the total  loss to the  Company  will not exceed the $1 million
recorded liability associated with these matters. While ThermoView believes that
the ultimate  resolution of this Clemmens' matter on appeal will be favorable to


                                       7

<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

6.   Contingencies and Commitments (Continued)

ThermoView, an adverse final determination of our position regarding this matter
could have a material adverse effect on our cash flow.

     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.

     In March 2000, the Company  entered into a license  agreement with Research
Frontiers  Incorporated  (Research  Frontiers),   a  Delaware  corporation  with
headquarters  located in Woodbury,  New York,  for the  non-exclusive  rights to
market windows which utilize variable light transmission technology developed by
Research Frontiers. The agreement provides for the payment of a royalty of 5% of
the net selling  price of the licensed  products as defined in the  agreement to
Research  Frontiers  for  products  sold by the Company  that  incorporate  such
technology. Additionally, the Company has agreed to pay to Research Frontiers an
annual  minimum  royalty of $100,000 for 2003. The royalty is payable in cash or
shares of the Company's common stock at the Company's option.

 7.   Subsequent Events

     Subsequent to March 31, 2003,  lenders have extended maturity dates on debt
another six months.

     Maturity dates are revised as follows:

                     Amount of Obligation      Original            Revised
                     at March 31, 2003       Maturity Date       Maturity Date
                     --------------------    --------------    -----------------
Series A, B and C
  senior debt             $9,703,880         March 31, 2004    September 30,2004
Senior subordinated
  promissory note          4,732,359         April 30, 2004    October 31, 2004
Guarantor note             1,200,000         June 30, 2004     November 30, 2004

     Also, the Series D and E preferred stock has a mandatory redemption feature
which requires 20% annual redemption over a period of five years commencing July
1, 2004. The preferred  stockholders have agreed to revise the commencement date
of 20% annual redemption to January 1, 2005.












                                       8


<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,  adverse judgments to the Company,  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, 2002. 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 exterior coatings,  vinyl siding,  patio decks,
patio  enclosures,   cabinet  refacings  and  kitchen  and  bathroom  remodeling
products, as well as residential roofing.

Business Segments

     Our subsidiaries  have separate  management teams and  infrastructures  and
operate in two reportable operating segments: retail and manufacturing.

     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.

     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.  Our manufacturing  segment recognizes  revenues
when products are shipped.  Gross profit in the manufacturing segment represents


                                       9

<PAGE>

revenues after deducting  product costs (primarily  glass,  vinyl and hardware),
window fabrication labor and other manufacturing expenses.

Historical Results Of Operations

     Three months ended March 31, 2002  Compared to Three Months Ended March 31,
2003

                                                        Three Months ended
                                                              March 31,
                                                        -------------------
                                                          2002       2003
                                                        --------   --------
                                                            (In thousands)

Revenues                                                $ 20,657   $ 16,193
Cost of revenues earned                                   10,322      8,456
                                                        --------   --------

Gross profit                                              10,335      7,737
Selling, general and administrative expenses              10,147      8,396
Depreciation expense                                         273        215
Amortization expense                                          35          5
                                                        --------   --------

Loss from operations                                        (120)      (879)
Equity in earnings (loss) of joint venture                    13        (26)
Interest expense                                            (663)      (632)
Interest income                                               15         10
                                                        --------   --------

Loss before income taxes                                    (755)    (1,527)
Income tax benefit                                             6       --
                                                        --------   --------

Loss before cumulative effect of an accounting change       (749)    (1,527)
Cumulative effect of an accounting change -
  charge for impairment of goodwill                      (30,000)      --
                                                        --------   --------

Net loss                                                 (30,749)    (1,527)
Less non-cash Series D and E preferred stock dividends      (191)      (231)
                                                        --------   --------

Net loss attributable to common stockholders            $(30,940)  $ (1,758)
                                                        --------   --------

     Revenues.  Revenues  decreased  from $20.7 million for the first quarter of
2002 to $16.2 million for the first quarter of 2003.  Revenues  during the first
quarter of 2003 were negatively impacted by severe winter weather in our Midwest
markets,  rain in our Southern  California  market, the sluggish economy and the
events in Iraq.  All of our retail  operations and our  manufacturing  operation
reported less revenues in the first quarter of 2003 compared to 2002.

     Gross Profit. Gross profit, which represents revenues less cost of revenues
earned,  decreased  from  $10.3  million  in the first  quarter  of 2002 to $7.7
million  in the first  quarter  of 2003.  The  reduction  in the amount of gross
profit is consistent with the reduced revenue  discussed  above. As a percentage
of revenues,  gross profit  decreased from 50.0% in the first quarter of 2002 to
47.8% in the first quarter of 2003. This decrease results primarily because some
costs at our  subsidiaries  are fixed and these fixed costs are more significant
relative to the lower volumes in the first quarter of 2003 compared to the first
quarter of 2002.


                                       10

<PAGE>

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased  from $10.1  million in the first quarter of
2002 to $8.4  million  in the  first  quarter  of  2003.  Selling,  general  and
administrative  expenses as a percentage of revenue  increased from 49.1% in the
first  quarter of 2002 to 51.8% in the first  quarter of 2003.  The  increase in
selling,  general and administrative expenses as a percentage of revenues in the
first  quarter  of 2003  results  primarily  from the fixed  nature  of  certain
expenses relative to the lower volumes.

     Depreciation  Expense.  Depreciation expense decreased from $273,000 in the
first  quarter of 2002 to $215,000 in the first  quarter of 2003,  reflecting  a
fairly constant amount of property and equipment.

     Interest  Expense.  Interest  expense  decreased  from  $663,000 in 2002 to
$632,000 in 2003. This decrease results from the $2.0 million  reduction in debt
during 2002.

     Income Tax Benefit.  Due to operating losses,  management concluded that it
is more  likely  than not that our  deferred  tax assets  will not be  realized.
Accordingly,  we  established  a valuation  allowance  against all  deferred tax
assets,  and no deferred income taxes have been recorded in 2002 or 2003. Income
tax  benefit  in the first  quarter  of 2002  relates  to some  minor  state tax
refunds.

     Non-Cash  Dividends.  Non-cash  dividends in the first  quarter of 2002 and
2003 represent accrued dividends on the Series D and E preferred stock.

     Cumulative Effect of Accounting Change.  The non-cash  impairment charge of
$30 million  resulted  from the adoption of SFAS No. 142 in the first quarter of
2002.  The impairment was determined by comparing fair values derived using cash
flow analysis to current carrying values of goodwill.

Liquidity And Capital Resources

     As of March 31, 2003, we had cash and equivalents of $1.5 million,  working
capital of $34,000,  $17.2 million of long-term debt, net of current maturities,
and $8.1 million of mandatorily redeemable preferred stock.

     Our  operating  activities  for the three  months  ended  March  31,  2002,
provided  $287,000 of cash. Our operating  activities for the three months ended
March 31, 2003, used $282,000 of cash.

     The use of $136,000 of cash for investing  activities  for the three months
ended  March 31, 2002  related  primarily  to the  acquisition  of property  and
equipment.  The use of $321,000 of cash for investing  activities  for the three
months ended March 31, 2003,  related  primarily to the  acquisition of property
and equipment.

     We used $108,000 in cash for financing activities in the three months ended
March 31, 2002,  primarily  for  repayment of debt. We used $120,000 of cash for
financing  activities  in the three months ended March 31, 2003 for repayment of
debt.

     During the first quarter of 2003, the Company incurred a net loss to common
shareholders  of  $1,758,200,  compared to a net loss,  excluding the cumulative
effect of a change in accounting,  in the first quarter of 2002 of $939,877. The
Company's  net cash used by operating  activities  for the quarter was $281,549,


                                       11

<PAGE>

and the  Company  would  have  used  more  cash had it not  been for an  initial
slow-down  in payment of  routine  invoices  which  caused  accounts  payable to
increase  by  $837,829.  While  some of this  increase  in  accounts  payable is
seasonal,  the increase is more than $300,000 greater than occurred in the first
quarter of 2002.

     Management   believes  that  the  decrease  in  sales,  which  was  largely
responsible for the operating loss and reduction in cash flow, was primarily due
to severe  winter  weather in the Midwest  markets,  severe rain in the southern
California  market,  a  sluggish  economy,  and the  events in Iraq.  Management
further believes that the worst effects of these matters are past.

     The Company's loss by month declined as the quarter  progressed.  Following
is the net loss per month for each month in the first quarter of 2002 and 2003:

                                    2002                  2003
                                    ----                  ----
        January              $    (503,905)        $    (943,575)
        February                  (360,605)             (668,746)
        March                      (75,367)             (145,879)

     The Company expects  positive cash from operations  beginning in the second
quarter.  Average  weekly cash  collections  during the first  quarter were $1.3
million.  Average weekly cash  collections for the six weeks subsequent to March
31, 2003 were $1.4 million.

     In the event the Company does not return to positive cash from  operations,
the Company will not be able to meet its revised debt covenants,  thereby making
its long-term debt currently due, and will need to re-evaluate  its goodwill for
potential further impairment and related write-offs.

     Our  cash  flow  could  be   negatively   impacted  by  an  adverse   final
determination in the Nelson E. Clemmens' litigation.  The adverse judgment could
result in our requirement to pay $500,000 plus 10% interest accrued from January
1, 2001 until paid. We have recorded  $500,000 as long-term  debt on our balance
sheet, but we have not recorded the interest amounting to $112,500 through March
31, 2003.  Management  intends to appeal the latest decision and expects that it
will take over twelve months to complete the appeal process.

     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.  We did not meet one of
our  covenants at December 31, 2002.  Effective  December 31, 2002,  our lenders
have reset certain  covenants for periods  through March 31, 2004 to accommodate
compliance. Based on these reset covenants,  management believes that we will be
able to comply.  After  adjusting the covenants,  we are in compliance  with all
covenants as of December 31, 2002 and March 31, 2003.

     Under our  financing  arrangements,  substantially  all of our  assets  are
pledged as collateral.  In March 2001, GE Equity and a group of our officers and
directors  purchased  from PNC Bank  the PNC  note  due from  ThermoView  in the
original principal amount of $15 million  representing our credit facility.  PNC
Bank in January 2001 had  declared  the credit  facility in default for covenant


                                       12

<PAGE>

violations.  In  connection  with the  purchase of the PNC Note by GE Equity and
others, all defaults were waived.

     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. As of December 31, 2002 and March 31, 2003, we are not in default under
any of our debt arrangements.

     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;

     o expanding our retail segment;

     o offering new technologically improved products to our customers; and

     o integrating more thoroughly the advertising and marketing programs of our
       regional subsidiaries into a national home-remodeling business.

     In connection  with adjusting  certain  covenants in loan  agreements,  the
preferred  shareholders  agreed to modify  terms of their  agreements  such that
except under limited circumstances,  cash dividend payments will not be required
until July 31, 2004.

     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. In
October 2002, we opened a new retail sales office in Phoenix,  Arizona,  and are
working  to  open  two  new  retail  offices  in  the  upper  midwest  and  in a
southeastern  state in 2003.  Also, we have and are investing in the development
of Alter-Lite light-control windows and a new line of climate resistant,  highly
durable  Compozit(TM)  windows.  In  addition,  we  intend  to  more  thoroughly
integrate the  advertising and marketing  programs of our regional  subsidiaries
into a national  home-remodeling business over the next two years. These various
initiatives  we expect will require  cash from  $300,000 to $400,000 in the next
twelve months.

     On or before our debt  begins to mature in  September  2004  (under  recent
extensions), we anticipate either extending the term of our current financing or
refinancing it.

     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 $500,000 to $900,000 annually.

Pending Litigation

     ThermoView  does not  anticipate  any  significant  adverse  effect  on our
results of operations  through December 2003 because of the Clemmens  litigation
described in Part II, Item 1, Legal Proceedings.  Although  ThermoView  believes


                                       13

<PAGE>

that we will prevail upon appeal of the claim, an adverse outcome in this action
could have a material adverse effect on our 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.

Item 4. Controls and Procedures

     As of March 31, 2003, and within the 90-day period prior to the filing date
of this report, an evaluation was carried out under the supervision and with the
participation of ThermoView's management,  including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Exchange Act Rules  13a-14(c) and 15d-14(c)  under the
Securities Exchange Act of 1934). Based on their evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that ThermoView's  disclosure
controls and procedures are, to the best of their knowledge, effective to ensure
that information required to be disclosed by ThermoView in reports that it files
or  submits  under the  Exchange  Act is  recorded,  processed,  summarized  and
reported within the time periods specified in Securities and Exchange Commission
rules and forms.  Subsequent to March 31, 2003, our Chief Executive  Officer and
Chief Financial Officer have concluded that there were no significant changes in
ThermoView's  internal  controls or in other  factors  that could  significantly
affect our internal  controls,  including any corrective  actions with regard to
significant deficiencies or material weaknesses.















                                       14

<PAGE>

         Part II - OTHER INFORMATION

Item 1.      Legal Proceedings

     On November 19, 2001, Nelson E. Clemmens,  former director and president of
ThermoView,  filed an action titled Nelson E. Clemmens v. ThermoView Industries,
Inc., Civil Action No. 01-CI-07901  (Jefferson Circuit Court, November 19, 2001)
against ThermoView alleging subrogation and indemnity rights associated with Mr.
Clemmens'  loss  of  guaranty  collateral  to  PNC  Bank.  These  claims  are in
connection with the April 2000 amendment to ThermoView's previous bank debt with
PNC Bank, in which Stephen A.  Hoffmann,  Richard E. Bowlds,  Nelson E. Clemmens
and Douglas I.  Maxwell,  III  guaranteed  $3,000,000  of our PNC Bank debt.  In
January 2001,  PNC seized the  collateral  pledged as security by the guarantors
for the loan  guaranty.  In March  2001,  ThermoView  reached  settlements  with
Messrs.  Bowlds  and  Hoffmann  for any  claims  that they may hold  against  us
regarding their loss of assets in connection with the guaranty. We did not reach
a settlement  with Messrs.  Clemmens  and Maxwell with regard to  guarantees  of
$1,000,000.  Following the initial  discovery phase,  Clemmens sought a judicial
determination  that  ThermoView's  March 2001  assignment of the underlying debt
relieved him of a contractual  obligation  to refrain from  asserting a claim of
repayment  until the debt was ultimately  satisfied.  On September 30, 2002, the
Jefferson  Circuit  Court  issued  an order of  summary  judgment  stating  that
Clemmens  could not assert a claim for repayment  until the debt was  ultimately
satisfied.  Clemmens  filed a motion with the court to reconsider  the September
30, 2002, ruling. On February 26, 2003, the Jefferson Circuit Court reversed the
previous judgment granted to ThermoView and awarded judgment to Clemmens against
ThermoView. ThermoView sought a reconsideration of the February 26, 2003 ruling.
On March 9, 2003,  the  Jefferson  Circuit  Court upheld the previous  ruling in
favor of Clemmens, and entered a final appealable judgment which allows Clemmens
to seek collection  against  ThermoView for the loss of collateral in the amount
of $500,000 plus interest at the rate of 10% annually  beginning January 1, 2001
($112,500 through March 31, 2003).  ThermoView  intends to appeal this matter to
the Kentucky Court of Appeals and anticipates that the appeals process will take
over 12 months to complete. Maxwell has not asserted a claim for the loss of his
collateral as of the date of filing of this report.  Maxwell could assert claims
for the same amount as Clemmens.  Management  has evaluated  the potential  loss
associated  with  Clemmens'  litigation and Maxwell's  unasserted  claim and has
determined  that the total  loss to the  Company  will not exceed the $1 million
recorded liability associated with these matters. While ThermoView believes that
the ultimate  resolution of this Clemmens' matter on appeal will be favorable to
ThermoView, an adverse final determination of our position regarding this matter
could have a material adverse effect on our cash flow.

Item 2.      Changes in Securities and Use of Proceeds

         None.

Item 3.      Defaults Upon Senior Securities

         None.

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

         None.


                                       15

<PAGE>

Item 5.      Other Information

         None.

Item 6.      Exhibits and Reports on Form 8-K

(a) Exhibits.

         See Index to Exhibits.

(b)  Reports on Form 8-K.

     (1)  On February 20, 2003,  ThermoView filed a Form 8-K under Item 5. Other
          Events and Regulation FD Disclosure  reporting the scheduled  March 3,
          2003  announcement  of fourth  quarter and  full-year  2002  financial
          results.

     (2)  On February 26, 2003,  ThermoView filed a Form 8-K under Item 5. Other
          Events and Regulation FD Disclosure reporting an adverse ruling in the
          civil action styled Nelson E. Clemmens v. ThermoView Industries, Inc.,
          Civil Action No. 01-CI-07901  (Jefferson  Circuit Court,  November 19,
          2001).

     (3)  On March 3,  2003,  ThermoView  filed a Form 8-K under  Item 5.  Other
          Events and Regulation FD Disclosure  reporting  financial  results for
          the fourth quarter and for the full 2002 fiscal year.















                                       16

<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 15, 2003                    By:      /s/ Charles L. Smith
                                        ----------------------------------------
                                                 Charles L. Smith,
                                                 Chief Executive Officer
                                                 (principal executive officer)


Date:  May 15, 2003                    By:      /s/ James J. TerBeest
                                        ----------------------------------------
                                                 James J. TerBeest,
                                                 Chief Financial Officer
                                                 (principal financial and
                                                  accounting officer)


     Charles L. Smith and James J. TerBeest,  being the Chief Executive  Officer
and Chief  Financial  Officer,  respectively,  of ThermoView  Industries,  Inc.,
hereby  certify  as of this  15th day of May,  2003,  that the Form 10-Q for the
Quarter ended March 31, 2003,  fully complies with the  requirements  of Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 and that the  information
contained  in the Form 10-Q  fairly  presents,  in all  material  respects,  the
financial condition and results of operations of ThermoView Industries, Inc.

                                        By:      /s/ Charles L. Smith
                                        ----------------------------------------
                                                 Charles L. Smith,
                                                 Chief Executive Officer


                                        By:      /s/ James J. TerBeest
                                        ----------------------------------------
                                                 James J. TerBeest,
                                                 Chief Financial Officer








                                       17

<PAGE>
                                INDEX TO EXHIBITS

   Exhibit
    Number                   Description of Exhibits

*10.110 -- Ninth  Amendment to Loan Agreement  dated as of March 28, 2003 by and
           among GE Capital Equity Investment, Inc. and registrant, et al.
*10.111 -- Fifth Amendment to Securities Purchase Agreement dated as of March 28
           2003 by and among  GE Capital Equity Investment, Inc. and registrant,
           et al.
*10.112 -- Consent to Amendment of Series D preferred stock dated March 28, 2003
           by and among registrant and preferred shareholders.
*10.113 -- Consent to Amendment of Series E preferred stock dated March 28, 2003
           by and among registrant and preferred shareholders.
   99.1 -- Section  906 Certification of Charles L. Smith for the Quarter  ended
           March 31, 2003.
   99.2 -- Section 906 Certification  of James J. TerBeest for the Quarter ended
           March 31, 2003.
----------

o    Previously filed as an exhibit to ThermoView  Industries,  Inc.'s Form 10-K
     for period ending 12/31/2002 and incorporated herein by reference.

















                                       18

<PAGE>

CERTIFICATION                                                       EXHIBIT 99.1

I, Charles L. Smith, certify that:

1)   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  ThermoView
     Industries, Inc.;

2)   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3)   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6)   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Signature and Title: /s/ Charles L. Smith                  Date: May 15, 2003
                    ---------------------------------      ---------------------
                     Chief Executive Officer

A signed  original  of this  written  statement  required  by Section 906 of the
Sarbanes-Oxley Act of 2002 has been provided to ThermoView Industries,  Inc. and
will be retained by ThermoView Industries,  Inc. and furnished to the Securities
and Exchange Commission or its staff upon request.


                                       19

<PAGE>

CERTIFICATION                                                       EXHIBIT 99.2

I, James J. TerBeest, certify that:

1)   I  have  reviewed  this  quarterly   report  on  Form  10-Q  of  ThermoView
     Industries, Inc.;

2)   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3)   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5)   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and
     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6)   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Signature and Title: /s/ James J. TerBeest           Date: May 15, 2003
                    ------------------------         ---------------------------
                     Chief Financial Officer

A signed original of this written statement required by Section 906 of the
Sarbanes-Oxley Act of 2002 has been provided to ThermoView Industries, Inc. and
will be retained by ThermoView Industries, Inc. and furnished to the Securities
and Exchange Commission or its staff upon request.

                                       20
<PAGE>