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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 June 30, 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 July 31, 2001,  7,744,461  shares of the  Registrant's  common stock,
$.001 par value, were issued and outstanding.

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<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........................................13
   Item 3. Quantitative and Qualitative Disclosures About Market Risk..22
Part II Other Information
   Item 1. Legal Proceedings...........................................23
   Item 2. Changes in Securities and Use of Proceeds...................23
   Item 3. Defaults Upon Senior Securities.............................23
   Item 4. Submission of Matters to a Vote of Security Holders.........24
   Item 5. Other Information...........................................24
   Item 6. Exhibits and Reports on Form 8-K............................24
-----




<PAGE>

Item 1.  Financial Statements

                           ThermoView Industries, Inc.
                      Condensed Consolidated Balance Sheets

                                                                     June 30,
                                                      December 31,     2001
Assets                                                    2000     (Unaudited)
                                                      ------------ -----------
Current assets:
  Cash and equivalents                                  $  392,326  $1,676,387
  Receivables:
   Trade                                                 3,438,066   3,866,648
   Finance                                                  25,272       9,881
   Related party                                            12,238           -
   Other                                                   590,392     307,371
  Costs  in  excess  of   billings   on   uncompleted
   contracts                                             1,066,583   1,068,247
  Inventories                                            1,731,806   1,764,860
  Prepaid expenses and other current assets                391,411     352,112
                                                        ----------  ----------
Total current assets                                     7,648,094   9,045,506

Property and equipment, net                              2,923,778   2,795,358

Other assets:
  Goodwill, net                                         60,562,416  59,695,347
  Finance receivables                                      110,173      34,891
  Other assets                                             466,346     333,633
                                                        ----------  ----------
                                                        61,138,935  60,063,871
                                                        ----------  ----------
Total assets                                           $71,710,807 $71,904,735
                                                       =========== ===========

Liabilities and stockholders' equity
Current liabilities:
  Accounts payable                                      $4,401,992 $ 4,931,228
  Accrued expenses                                       3,266,230   2,944,928
  Billings   in  excess   of  costs  on   uncompleted
   contracts                                               961,998   1,196,366
  Income taxes payable                                           -      71,148
  Current portion of long-term debt                        368,678     354,518
                                                        ----------  ----------
Total current liabilities                                8,998,898   9,498,188

Long-term debt                                          22,946,889  16,563,944
Due to sellers of acquired businesses                      450,000           -
Other long-term liabilities                                371,538     325,358

Mandatorily redeemable preferred stock:
  Series D,  $.001 par  value  (aggregate  redemption
   amount and liquidation preference of $4,564,850 at
   December 31, 2000 and $4,784,500 at June 30, 2001);
   1,500,000 shares authorized; 912,970 shares issued
   and outstanding at December 31, 2000; 956,900
   shares issued and outstanding at June 30, 2001        4,564,850   4,784,500
  Series E,  $.001 par  value  (aggregate  redemption
   amount and liquidation preference of $1,628,713 at
   December 31, 2000 and $1,911,865 at June 30, 2001);
   500,000 shares authorized; 300,000 shares issued
   and outstanding at December 31, 2000; 336,600 shares
   issued and outstanding at June 30, 2001               1,628,713   1,911,865
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  7,744,461
   shares issued and outstanding at June 30, 2001            7,726       7,744
  Paid-in capital                                       64,143,792  64,926,154
  Accumulated deficit                                  (31,401,599)(26,113,018)
                                                       -----------  ----------
Total stockholders' equity                              32,749,919  38,820,880
                                                       -----------  ----------

Total liabilities and stockholders' equity             $71,710,807 $71,904,735
                                                       =========== ===========
                             See accompanying notes.


                                       1
<PAGE>


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

                                For the three months     For the six months
                                   ended June 30,           ended June 30,
                                  2000        2001         2000        2001
                                  ----        ----         ----        ----

Revenues                      $27,230,072 $23,678,603  $48,706,488 $45,555,024

Cost of revenues earned        12,967,297  10,895,454   23,349,374  21,335,919
                              -----------  ----------- ------------ -----------

Gross profit                   14,262,775  12,783,149   25,357,114  24,219,105

Selling, general and
 administrative expenses       14,619,093  11,342,489   27,707,146  22,393,609
Unusual charges                10,745,000           -   10,745,000           -
Depreciation expense              283,157     280,337      545,723     561,310
Amortization expense              877,608     701,199    1,746,249   1,397,423
                              -----------  ---------- ------------  ----------

Income (loss) from operations (12,262,083)    459,124  (15,387,004)   (133,237)

Interest expense               (1,149,005)   (615,118)  (2,242,325) (1,686,530)
Interest income                    37,391      13,867      105,513      29,839
                              -----------  ---------- ------------  ----------

Loss before income taxes      (13,373,697)   (142,127) (17,523,816) (1,789,928)

Income tax expense              2,984,000      38,500    1,729,000      71,600
                              -----------  ---------- ------------  ----------

Loss before extraordinary
 item                         (16,357,697)   (180,627) (19,252,816) (1,861,528)

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

Net income (loss)             (16,357,697)   (180,627) (19,252,816)  5,288,581

Less preferred stock
 dividends:
 Series C cash dividends                -           -     (100,800)          -
 Series C non-cash dividends     (540,435)          -   (1,010,070)          -
 Series D undeclared
   dividends                     (180,000)          -     (180,000)          -
 Series E undeclared
   dividends                            -     (50,353)           -    (100,152)
Plus:
 Benefit of Series D
  preferred stock redemption            -     397,350            -     397,350
                              -----------  ---------- ------------  ----------
                                 (720,435)    346,997   (1,290,870)    297,198
                              ------------ ---------- ------------  ----------

Income (loss) attributable
 to common stockholders      $(17,078,132) $  166,370 $(20,543,686) $5,585,779
                              ============ ========== ============= ==========

Basic and diluted income
(loss) per common share:

 Income (loss) attributable
  to common stockholders
  before extraordinary item   $     (2.16) $     0.02 $      (2.60) $    (0.19)
 Extraordinary item                     -           -            -        0.86
                              ------------ ---------- ------------- ----------
 Income (loss) attributable
  to common stockholders      $     (2.16) $     0.02 $      (2.60) $     0.67
                              ============ ========== ============= ===========

                             See accompanying notes.

                                       2
<PAGE>


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


                                            For the six months ended
                                                    June 30,
                                            --------------------------
                                                 2000         2001
                                                ------       ------
Operating activities
Loss before extraordinary item              $(19,252,816)$(1,861,528)
Adjustments to reconcile loss before
  extraordinary item to net cash provided
  by (used in) operations:
   Depreciation and amortization               2,291,972   1,958,733
   Deferred income taxes                       1,728,000           -
   Accretion of debt discount                    799,998     597,675
   Unusual charges                            10,745,000           -
   Loss on finance receivables                   380,000           -
   Interest forgiven                                   -     360,000
   Interest added to principal                         -     543,749
   Other                                         111,482           -
   Changes in operating assets and
    liabilities                                2,448,932     254,042
                                            ------------ -----------
Net cash provided by (used in) operating
  activities                                    (747,432)  1,852,671

Investing activities
Acquisitions of businesses, net of cash
  acquired                                    (1,002,795)          -
Payments for purchase of property and
  equipment                                     (469,486)   (274,342)
Other                                             39,053     133,258
                                            ------------ -----------
Net cash used in investing activities         (1,433,228)   (141,084)

Financing activities
Increase in long-term debt                             -   7,291,618
Payments of long-term debt                      (204,803) (7,878,905)
Redemption of Series D preferred stock                 -     (10,000)
Preferred stock dividends paid in cash          (100,800)          -
Proceeds from issuance of warrants                     -     392,382
Financing costs deferred or expensed                   -    (222,621)
                                            ------------ ------------
Net cash used in financing activities           (305,603)   (427,526)
                                            -------------------------
Net increase (decrease) in cash and
  equivalents                                 (2,486,263)  1,284,061
Cash and equivalents at beginning of period    3,331,721     392,326
                                            ------------ -----------
Cash and equivalents at end of period       $    845,458 $ 1,676,387
                                            ============ ===========

                             See accompanying notes.

                                       3

<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 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 and six-month periods
ended June 30, 2001, are not  necessarily  indicative of the results that may be
expected for the year ended December 31, 2001.

     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.    New Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board issued Statements of
Financial  Accounting  Standards No. 141,  Business  Combinations,  and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill will no longer be amortized but
will be subject to annual  impairment  tests in accordance  with the Statements.
Other intangible assets will continue to be amortized over their useful lives.

     The Company will apply the new rules on  accounting  for goodwill and other
intangible  assets  beginning in the first quarter of 2002.  Application  of the
nonamortization   provisions   of  the   Statement   is  expected  to  eliminate
approximately $2.7 million of goodwill amortization  annually.  During 2002, the
Company will perform the first of the required  impairment  tests of goodwill as
of January  1, 2002 and has not yet  determined  what the effect of these  tests
will be on the earnings and financial position of the Company.

3.    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.

4.    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


                                       4
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001
                                   (UNAUDITED)

4.    Income (Loss) per Common Share (Continued)

shares  outstanding for the three and six-month  periods ended June 30, 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
attributable  to  common   stockholders   before   extraordinary  item  for  the
three-month  period ended June 30, 2000 and the six-month periods ended June 30,
2000 and 2001, common share equivalents outstanding would be anti-dilutive,  and
as such, have not been included in weighted average shares outstanding.

     Weighted  average  shares  outstanding  for the periods in which there were
losses attributable to common stockholders were as follows:

                                                        Weighted
                                                    Average Shares
                        Period                        Outstanding
        ------------------------------------          -----------
        For the three months ended June 30, 2000        7,909,338
        For the six months ended June 30, 2000          7,914,833
        For the six months ended June 30, 2001          8,293,870

     A  reconciliation  of basic to diluted  share amounts used in computing the
per share amounts for the three months ended June 30, 2001 is as follows:

Basic - weighted average shares outstanding              8,299,870
Dilutive effect of stock options and warrants            2,036,038
                                                        ----------
Diluted - weighted average shares outstanding and
  assumed conversions                                   10,335,908
                                                        ==========

     A reconciliation of income (loss) before extraordinary item attributable to
common  stockholders  used in computing  the per share amounts for the three and
six months ended June 30, are as follows:

                               Three Months                Six Months
                              Ended June 30,             Ended June 30,
                             ----------------          -----------------
                             2000        2001          2000         2001
                             ----        ----          ----         ----
Loss before
  extraordinary item     $(16,357,697) $(180,627) $(19,252,816) $(1,861,528)
Preferred stock
  dividends, net of
  benefit of redemption      (720,435)   346,997    (1,290,870)     297,198
                         ------------- ---------- ------------- ------------
Income before
  extraordinary item
  attributable to
  common stockholders    $(17,078,132) $ 166,370  $(20,543,686) $(1,564,330)
                         ============= ========== ============= ============
5.    Income Taxes

     Due to operating losses incurred in 2000,  management  concluded during the
quarter ended June 30, 2000,  that it is more likely than not that the Company's
deferred income tax assets will not be realized.  Accordingly,  the deferred tax
assets at June 30,  2000,  were fully offset by a valuation  allowance,  and the


                                       5
<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001
                                   (UNAUDITED)

5.    Income Taxes(Continued)

income tax  provision  for the three and  six-month  periods ended June 30, 2000
includes the effect of  recognizing a valuation  allowance  against the deferred
tax assets  that  existed at the  beginning  of such  periods.  The  Company has
continued in 2001 to not  recognize  the benefit of its net deferred tax assets.
The income tax provision for the three and six-month periods ended June 30, 2001
represents state income taxes in those states where the Company's operations are
reporting taxable income.

6.    Segment Information

     For the three and  six-month  periods  ended  June 30,  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 and  six-months  ended  June 30, was as
follows:

For the three months     Manu-                 Financial
ended June 30, 2000   facturing      Retail    Services  Corporate  Consolidated
--------------------  ----------  -----------  --------- ---------- ------------
Revenues from
  external
  customers           $2,056,794  $25,155,837  $  17,441  $       - $27,230,072
Intersegment
  revenues             1,418,455            -          -          -   1,418,455
Restructuring
  charges (see
  Note 6)             (3,843,652)  (6,901,348)         -          - (10,745,000)
Income (loss) from
  operations          (4,419,090)  (5,872,652)  (455,583)(1,514,758)(12,262,083)
Total assets           8,038,263   67,255,220    610,931    610,830  76,515,244


                                       6
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001
                                   (UNAUDITED)

6.    Segment Information (Continued)

For the three months    Manu-                  Financial
ended June 30, 2001   facturing      Retail    Services  Corporate  Consolidated
--------------------  ----------  -----------  --------- ---------- ------------
Revenues from
  external
  customers           $1,833,713  $21,809,469  $     49  $   35,372  $23,678,603
Intersegment
  revenues               275,215            -         -           -      275,215
Income (loss) from
 operations              214,844      892,411    (2,981)   (645,150)     459,124
Total assets           6,930,494   63,158,157    59,765   1,756,319   71,904,735

For the six months       Manu-                 Financial
ended June 30, 2000   facturing      Retail    Services  Corporate  Consolidated
--------------------  ----------  -----------  --------- ---------- ------------
Revenues from
  external
  customers          $3,106,841   $45,569,278  $ 30,369  $        - $48,706,488
Intersegment
  revenues            3,111,485             -         -           -   3,111,485
Restructuring
  charges
(see Note 6)         (3,843,652)   (6,901,348)        -           - (10,745,000)
Income (loss) from
  operations         (5,070,819)   (6,973,351) (532,980) (2,809,854)(15,387,004)

For the six months       Manu-                 Financial
 ended June 30, 2001  facturing      Retail    Services  Corporate  Consolidated
--------------------  ----------  -----------  --------- ---------- ------------
Revenues from
  external
  customers           $3,111,965  $42,391,358  $    386  $  51,315  $45,555,024
Intersegment
  revenues               419,262            -         -          -      419,262
Restructuring
  Charges                      -            -         -          -            -
Income (loss) from
 operations               75,741    1,260,669    (4,096)(1,465,551)    (133,237)

7.    Unusual Charges

     The  Company's  results of  operations  for the three and six month periods
ended June 30, 2000, include the following amounts for entities closed in 2000:

                                                  Income (Loss) from
                                                   Operations Before
For the three months ended June 30, 2000            Unusual Charges
----------------------------------------            ---------------
Precision                                            $ (863,629)
American Home Developers                               (150,718)

For the six months ended June 30, 2000
----------------------------------------
Precision                                             (1,366,365)
American Home Developers                               (328,335)

     The unusual charges consist of the following:

                                               American
                                                 Home
                                   Precision  Developers     Total
                                  ----------- ----------  ----------
Goodwill write-off                $ 3,075,484 $6,891,348  $9,966,832
Write down of tangible  assets to
  net realizable value                568,168     10,000     578,168
Additional warranty reserve           200,000          -     200,000
                                  ----------- ----------  ----------
                                  $ 3,843,652 $6,901,348  $10,745,000
                                  =========== ==========  ===========

                                        7
<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)

7.    Unusual Charges (Continued)

     Precision had significant  operating losses in 2000, and management was not
successful  in  locating  a  purchaser  of the  business.  Because  of the  poor
operating  performance  of  Precision  in 2000 and  anticipated  future  losses,
management  and the Board  decided  in June 2000 to close  this  subsidiary  and
abandon the business. The Company substantially completed this process in August
2000.  The  writedown  of tangible  assets to net  realizable  value noted above
relates to Precision's  inventories and equipment expected to be sold below cost
based on  estimates of selling  prices.  Precision's  warranty  reserve has been
adjusted  for the  expected  increase  in  warranty  costs which will occur as a
result of having to use an outside party to perform warranty work once Precision
is closed.

     American  Home  Developers  incurred  losses and had negative  cash flow in
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 ThermoView's  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 other  ThermoView  businesses.  The operation was closed in
July 2000.

8.    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 June 30, 2001 reflecting the debt  restructuring is as
follows:

Senior debt (a):
  Series A - GE Equity                                  $  2,794,469
  Series  B  -  Officers,   directors,   employees  and    2,095,849
   consultants
  Series C - GE Equity                                     5,103,110

Subordinated debt (b):
  GE Equity                                                3,061,865
  GE Equity  - deferred interest                             843,749
Obligations related to guarantors of the PNC debt (c)      2,414,500
Other                                                        604,920
                                                        ------------
                                                        $ 16,918,462
                                                        ============

                                       8
<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)

8.    Financing Arrangements (Continued)

(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
     ($5,103,110  net of debt discount at June 30, 2001)  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 ($3,061,856 net of debt discount at June 30, 2001).

     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 June 30, 2001 had a balance of $8,164,975  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  ($3,061,856 net of debt
     discount at June 30, 2001). 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.

(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

                                       9
<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001
                                   (UNAUDITED)

8. Financing Arrangements (Continued)

     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
     Company has recorded in the  accompanying  condensed  consolidated  balance
     sheet  as of  June  30,  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.

     In June 2001, the Company  redeemed 99,470 shares of its Series D preferred
stock with a carrying amount of $497,350 for $100,000  ($10,000 was paid by June
30,  2001)  from the prior  owners of an  acquired  business.  The excess of the


                                       10
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001
                                   (UNAUDITED)


8. Financing Arrangements (Continued)

carrying amount over the consideration given of $397,450 has been reflected as a
redemption  benefit  in  arriving  at  income  (loss)   attributable  to  common
stockholders in the accompanying condensed consolidated statements of operations
for the three and six-month periods ended June 30, 2001.

     In June 2001,  90,000 shares of Series D preferred stock valued at $450,000
and 18,000  shares of common stock valued at $10,800 were recorded as additional
consideration in connection with the Company's 1998 acquisition of Primax Window
Company.

9. 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.  Factual  discovery
has now been  completed and the matter has been submitted to the court for entry
of summary judgment. 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.

     On August 1, 2001 a civil  action  styled Scott C.  Ferguson v.  ThermoView
Industries,  Inc.,  et. al.,  case no.  01-CI-05295,  was filed in the Jefferson
Circuit  Court in  Louisville,  Kentucky.  The suit  seeks  monetary  damages of
$200,000,  plus punitive damages,  due to the alleged violations,  by ThermoView
and a former officer of ThermoView,  of the general anti-fraud provisions of the
Kentucky  blue  sky  laws  and  common  law  fraud  related  to the  plaintiff's
investment in ThermoView's  Series A preferred  stock.  While ThermoView has not
yet responded to the allegations, ThermoView believes that the suit has no merit
and that an unfavorable  outcome would not have a material adverse effect on the
results of operations and financial condition of ThermoView.

     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

                                      11
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2001
                                   (UNAUDITED)


9. Contingencies (Continued)

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.

10. Subsequent Events

   In July 2001, the Company's stockholders approved the 2000 Stock Option Plan.
After transfer of the remaining shares from the 1999 Plan to the 2000 Plan,
1,400,000 shares are to be reserved for issuance under the 2000 Plan.






                                       12
<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 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, we closed our
finance  subsidiary  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


                                     13
<PAGE>
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.  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.



                                       14
<PAGE>
Historical Results Of Operations

                               For the three months For the six months
                                  ended June 30,      ended June 30,
                               -------------------- ------------------
                                 2000      2001      2000      2001
                                 ----      ----      ----      ----
                                           (In thousands)
Revenues...................... $ 27,230   $23,678  $ 48,706   $45,555

Cost of revenues earned.......   12,967    10,895    23,349    21,336
                               ---------------------------------------

Gross profit..................   14,263    12,783    25,357    24,219

Selling,      general      and
   administrative expenses....   14,619    11,343    27,707    22,394
Unusual charges...............   10,745         -    10,745         -
Depreciation expense..........      283       280       546       561
Amortization expense..........      878       701     1,746     1,397
                               ---------------------------------------

Income (loss) from operations.  (12,262)      459   (15,387)     (133)

Interest expense..............   (1,149)     (615)   (2,242)   (1,687)
Interest income...............       37        14       105        30
                               ---------------------------------------

Income  (loss)  before  income
   taxes......................  (13,374)     (142)  (17,524)   (1,790)

Income tax expense............    2,984        39     1,729        71
                               ---------------------------------------

Loss before extraordinary item  (16,358)     (181)  (19,253)   (1,861)

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

Net income (loss).............  (16,358)     (181)  (19,253)    5,289

Less preferred stock dividends:
  Series C cash dividends.....        -         -      (101)        -
  Series C non-cash dividends.     (540)        -    (1,010)        -
  Series     D      undeclared
   dividends                       (180)        -      (180)        -
  Series     E      undeclared
   dividends                          -       (50)        -      (100)

Plus:
  Benefit    of    Series    D
   preferred stock redemption.        -       397         -       397
                               ---------------------------------------
                                   (720)      347    (1,291)      297
                               ---------------------------------------

Income (loss)  attributable to
   common stockholders........ $(17,078)  $   166  $(20,544)  $ 5,586
                               =======================================

Three Months Ended June 30, 2001 Compared to June 30, 2000

     Revenues. Revenues decreased from $27.2 million in 2000 to $23.7 million in
2001. This revenue  decrease of $3.5 million is due primarily to fluctuations in


                                       15
<PAGE>

quarterly revenues for certain retail subsidiaries.  Revenues from Thermo-Shield
decreased $1.3 million due to (a) changing its lead generation  strategy,  which
should  improve  its  long-term  performance  but  have  an  adverse  effect  on
short-term  operating  performance and cash flows; and (b) the closing of one of
its  branch  operations  that was  unprofitable.  Revenues  from  American  Home
Developers  decreased  $803,000  from the  second  quarter of 2000 to the second
quarter  of  2001  because  of the  July  2000  closure  of this  subsidiary  in
California.

     Gross Profit. Gross profit, which represents revenues less cost of revenues
earned,  decreased  from $14.3  million in 2000 to $12.8  million in 2001.  This
gross profit reduction  results from the volume decreases  discussed above. As a
percentage of revenues,  gross profit increased from 52.4% for the quarter ended
June 30,  2000,  to 54.0% for the same  quarter in 2001.  The lower gross profit
percentage  in the  quarter  ended  June  30,  2000,  resulted  from  production
inefficiencies at Precision Window Mfg., Inc., one of our manufacturers that was
closed in August 2000.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased from $14.6 million in the quarter ended June
30,  2000 to $11.3  million in the same  quarter of 2001.  Selling,  general and
administrative  expenses as a percentage of revenues decreased from 53.7% in the
second  quarter of 2000, to 47.9% in the second quarter of 2001. The decrease in
selling,  general  and  administrative  expenses  in the second  quarter of 2001
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.

     Unusual  Charges.  Unusual charges for the second quarter of 2000 amounting
to  $10.7  million  represent  primarily  goodwill  write  offs  for  two of our
subsidiaries  which were closed,  Precision and American Home  Developers,  plus
other asset write offs and expense accruals required by these closures.

     Depreciation  Expense.  Depreciation expense decreased from $283,000 in the
second  quarter of 2000 to  $280,000 in the second  quarter of 2001,  reflecting
relatively constant levels of property and equipment.

     Amortization  Expense.  Amortization expense decreased from $878,000 in the
second quarter of 2000 to $701,000 in the second quarter of 2001.  This decrease
resulted  primarily from the  elimination of  amortization  of goodwill upon the
closure of American Home  Developers  and Precision  Window Mfg.,  Inc., in July
2000 and August 2000, respectively.

     Interest  Expense.  Interest  expense  decreased  from $1.1  million in the
second quarter of 2000 to $615,000 in the second quarter of 2001.  This decrease
results from the reduction of interest related to the elimination of nearly $7.0
million of debt  during  the first  quarter  of 2001 in  connection  with a debt
restructuring,  a 2% reduction in the stated interest rate on $10 million of our
debt, and extended  maturity dates on some of our debt which reduced the monthly
amounts of accretion of debt discount in the second quarter of 2001.

                                       16
<PAGE>

     Income Tax Expense. Because of operating losses incurred during the quarter
ended June 30, 2000,  management concluded that it was more likely than not that
the Company's  deferred tax assets would not be realized and,  accordingly,  the
deferred tax assets at June 30, 2000 were fully offset by a valuation allowance.
As a result,  income tax expense for the three-month period ended June 30, 2000,
includes the effects of recognizing a valuation  allowance  against the deferred
tax assets that existed at March 31, 2000.  The Company has continued in 2001 to
not recognize the benefit of its net deferred tax assets.  Income tax expense in
the second quarter of 2001 relates to state income taxes.

     Series C Non-Cash Dividends.  Non-cash dividends of $540,000 for the second
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  and stock
dividends paid to these stockholders. The Series C preferred stock was converted
to warrants in December 2000,  and there were,  therefore,  no similar  non-cash
dividends on this preferred stock in the second quarter of 2001.

     Series D Undeclared Dividends.  Series D undeclared dividends in the second
quarter of 2000  represent  accrued  dividends  on the Series D preferred  stock
which was converted into Series E preferred stock in September 2000.

     Series E Undeclared Dividends.  Series E undeclared dividends in the second
quarter of 2001 represent accrued dividends on the Series E preferred stock.

     Benefit of Series D Stock Redemption. We redeemed 99,470 shares of Series D
preferred  stock with a carrying  amount of $497,350 for  $100,000  ($10,000 was
paid by June 30,  2001) from the prior owners of an acquired  business.  We have
reflected  the excess of the  carrying  amount over the  consideration  given of
$397,350 as a benefit of Series D redemption in the second quarter of 2001.

Six Months Ended June 30, 2001 Compared to June 30, 2000

     Revenues.  Revenues decreased from $48.7 million in the first six months of
2000 to $45.6 million in the same period of 2001. This revenue  decrease of $3.1
million is due primarily to fluctuations in revenues of our retail subsidiaries.
Revenues from Thermo-Shield  decreased $2.7 million due to (a) changing its lead
generation strategy,  which should improve its long-term  performance but has an
adverse effect on short-term  operating  performance and cash flows; and (b) the
closing of one of its branch  operations  that was  unprofitable.  Revenues from
American  Home  Developers  decreased  $1.5 million from the first six months of
2000 to the same  period  in 2001  because  of the  July  2000  closure  of this
subsidiary in California.

     Gross Profit.  Gross profit  decreased from $25.4 million in the first half
of 2000 to $24.2 million in the first half of 2001. As a percentage of revenues,
gross  profit  increased  from  52.1% in the first  half of 2000 to 53.2% in the
first half of 2001. The lower gross profit  percentage in the first half of 2000
resulted from production  inefficiencies  at Precision Window Mfg., Inc., one of
our manufacturers that we closed in August 2000.

                                       17
<PAGE>

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased from $27.7 million in the first half of 2000
to $22.4 million in the first half of 2001. Selling,  general and administrative
expenses as a percentage of revenues  decreased  from 56.9% in the first half of
2000, to 49.2% in the first half of 2001.  The decrease in selling,  general and
administrative  expenses in the first half of 2001 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.

     Unusual  Charges.  Unusual  charges for the first half of 2000 amounting to
$10.7  million  represent   primarily   goodwill  write  offs  for  two  of  our
subsidiaries  which were closed,  Precision and American Home  Developers,  plus
other asset write offs and expense accruals required by these closures.

     Depreciation  Expense.  Depreciation expense increased from $546,000 in the
first half of 2000 to  $561,000 in the first half of 2001 as a result of capital
expenditures in 2000 and 2001.

     Amortization  Expense.  Amortization expense decreased from $1.7 million in
the first half of 2000 to $1.4 million in the first half of 2001.  This decrease
results  primarily  from the  elimination of  amortization  of goodwill upon the
closure of American Home  Developers  and Precision  Window Mfg.,  Inc., in July
2000 and August 2000, respectively.

     Interest Expense. Interest expense decreased from $2.2 million in the first
half of 2000 to $1.7 million in the first half of 2001.  This  decrease  results
from the reduction of interest related to the elimination of nearly $7.0 million
of  debt  during  the  first  quarter  of  2001  in   connection   with  a  debt
restructuring,  a 2% reduction in the stated interest rate on $10 million of our
debt, and extended  maturity dates on some of our debt which reduced the monthly
amounts of accretion of debt discount in the second quarter of 2001.

     Income Tax Expense.  Because of operating  losses  incurred  during the six
months ended June 30, 2000,  management  concluded  that it was more likely than
not  that  the  Company's  deferred  tax  assets  would  not  be  realized  and,
accordingly,  the  deferred  tax assets at June 30, 2000 were fully  offset by a
valuation  allowance.  As a result,  income tax expense for the six-month period
ended June 30, 2000,  includes the effects of recognizing a valuation  allowance
against the deferred  tax assets that existed at December 31, 1999.  The Company
has  continued  in 2001 to not  recognize  the benefit of its net  deferred  tax
assets.  Income tax  expense in the first half of 2001  relates to state  income
taxes.

     Extraordinary  Item.  The  extraordinary  item  in the  first  half 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.

                                       18
<PAGE>

     Series C Cash  Dividends.  The cash dividends of $101,000 in the first half
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
half of 2001.

     Series C Non-Cash  Dividends.  Non-cash  dividends  of $1.0 million for the
first  half 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  and stock
dividends paid to these stockholders. The Series C preferred stock was converted
to warrants in December 2000,  and there were,  therefore,  no similar  non-cash
dividends on this preferred stock in the first half of 2001.

     Series D Undeclared  Dividends.  Series D undeclared dividends in the first
half of 2000 represent  accrued  dividends on the Series D preferred stock which
was converted into Series E preferred stock in September 2000.

     Series E Undeclared  Dividends.  Series E undeclared dividends in the first
half of 2001 represent accrued dividends on the Series E preferred stock.

     Benefit of Series D Stock Redemption. We redeemed 99,470 shares of Series D
preferred  stock with a carrying  amount of $497,350 for  $100,000  ($10,000 was
paid by June 30,  2001) from the prior owners of an acquired  business.  We have
reflected  the excess of the  carrying  amount over the  consideration  given of
$397,350 as a benefit of Series D redemption in the first half of 2001.

New Accounting Pronouncements

     In June 2001, the Financial Accounting Standards Board issued Statements of
Financial  Accounting  Standards No. 141,  Business  Combinations,  and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill will no longer be amortized but
will be subject to annual  impairment  tests in accordance  with the Statements.
Other intangible assets will continue to be amortized over their useful lives.

     We will apply the new rules on accounting for goodwill and other intangible
assets beginning in the first quarter of 2002. We expect that application of the
nonamortization  provisions of the Statement will eliminate  approximately  $2.7
million of goodwill  amortization  annually.  During  2002,  we will perform the
first of the  required  impairment  tests of goodwill as of January 1, 2002.  We
have not yet  determined the effect of these tests on our earnings and financial
position.

Liquidity And Capital Resources

     As of June 30, 2001, we had cash and equivalents of $1.7 million, a working
capital  deficit of $453,000,  $16.6 million of long-term  debt,  net of current
maturities,  and $6.7 million of mandatorily  redeemable  preferred  stock.  Our
operating  activities  for the six months  ended June 30,  2001,  provided  $1.9
million of cash.  Our  operating  activities  for the six months  ended June 30,
2000, used $747,000 of cash.

                                       19
<PAGE>

     The use of $141,000  of cash for  investing  activities  for the six months
ended June 30,  2001,  related to the  acquisition  of $274,000 of property  and
equipment offset  principally by collection of finance  receivables.  The use of
cash for investing  activities  for the six months ended June 30, 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 $469,000 in
the six months ended June 30, 2000.

     Financing  activities for the six months ended June 30, 2001, used $428,000
of cash. The financing  activities  primarily  relate to the debt  restructuring
that occurred in March 2001.  We used $306,000 in cash for financing  activities
in the six months ended June 30, 2000, comprised of $101,000 for preferred stock
dividends and $205,000 for repayment of debt.

     Under our financing  arrangements  (including  those  arrangements in place
after the debt restructuring discussed below), we have pledged substantially all
of our assets 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 Bank note, and all defaults relating to the GE Equity note and
the purchased PNC Bank note 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.

     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


                                       20
<PAGE>

     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. In the second quarter of 2001, we redeemed  $497,350
     of Series D preferred  stock for $100,000 cash ($10,000 was paid as of June
     30, 2001).  This was done to preserve future cash by eliminating  dividends
     and further redemption requirements.

     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; and

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  unless
compelling  opportunities  develop  consistent  with our available cash. We have
decided,  for now,  to focus on  improving  the  profitability  of our  existing
operations  and  expanding the market areas of our retail  subsidiaries.  We are
focusing on  expanding  home  improvement  products  and  services to all of our
markets. We will also continue the effort to identify and implement  operational
and marketing efficiencies throughout the organization.

                                       21
<PAGE>

     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 during the next twelve months  because of the
Pro Futures or the Ferguson  litigation  described in Item 3, Legal Proceedings.
Although  ThermoView  believes  the  claims in the Pro  Futures  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.  ThermoView  believes that the Ferguson suit has no
merit and that an unfavorable  outcome would not have a material  adverse effect
on the results of operations and financial condition of ThermoView

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.


                                       22
<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.  Factual  discovery
has now been  completed and the matter has been submitted to the court for entry
of summary judgment. 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.

     On August 1, 2001 a civil  action  styled Scott C.  Ferguson v.  ThermoView
Industries,  Inc.,  et. al.,  case no.  01-CI-05295,  was filed in the Jefferson
Circuit  Court in  Louisville,  Kentucky.  The suit  seeks  monetary  damages of
$200,000,  plus punitive damages,  due to the alleged violations,  by ThermoView
and a former officer of ThermoView,  of the general anti-fraud provisions of the
Kentucky  blue  sky  laws  and  common  law  fraud  related  to the  plaintiff's
investment in ThermoView's  Series A preferred  stock.  While ThermoView has not
yet responded to the allegations, ThermoView believes that the suit has no merit
and that an unfavorable  outcome would not have a material adverse effect on the
results of operations and financial condition of ThermoView.

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


                                       23
<PAGE>

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  8 to the  Condensed  Consolidated
Financial Statements on page 8.

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

        None.

Item 5. Other Information

     On August 1, 2001 a civil  action  styled Scott C.  Ferguson v.  ThermoView
Industries,  Inc.,  et. al.,  case no.  01-CI-05295,  was filed in the Jefferson
Circuit  Court in  Louisville,  Kentucky.  The suit  seeks  monetary  damages of
$200,000,  plus punitive damages,  due to the alleged violations,  by ThermoView
and a former officer of ThermoView,  of the general anti-fraud provisions of the
Kentucky  blue  sky  laws  and  common  law  fraud  related  to the  plaintiff's
investment in ThermoView's  Series A preferred  stock.  While ThermoView has not
yet responded to the allegations, ThermoView believes that the suit has no merit
and that an unfavorable  outcome would not have a material adverse effect on the
results of operations and financial condition of ThermoView.

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 26), which index is incorporated  herein
     by reference.

(b)  Reports on Form 8-K.

     None.



                                       24

<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:  August 7, 2001               By:   /s/ Charles L. Smith
                                       -----------------------
                                    Charles L. Smith,
                                    Chief Executive Officer
                                    (principal executive officer)


Date:  August 7, 2001               By:   /s/ James J. TerBeest
                                       ---------------------------------
                                    James J. TerBeest,
                                    Chief Financial Officer
                                    (principal    financial   and    accounting
                                    officer)





                                       25
<PAGE>


                                INDEX TO EXHIBITS

Exhibit                    Description of Exhibits
Number
 10.105    Preferred Stock Redemption Agreement dates as of June 29, 2001 by and
           between Registrant and Alvin W.
        -- Leingang.
 10.106 -- Preferred Stock Redemption Agreement dates as of June
           29, 2001 by and between Registrant and Steven B. Hoyt.







                                       26

<PAGE>


Exhibit 10.105

                      PREFERRED STOCK REDEMPTION AGREEMENT

     THIS PREFERRED  STOCK  REDEMPTION  AGREEMENT is made and entered into as of
the 29th day of June,  2001,  by and  between  THERMOVIEW  INDUSTRIES,  INC.,  a
Delaware corporation ("ThermoView") and Alvin W. Leingang ("Holder").

                             PRELIMINARY STATEMENTS

     ThermoView has previously  issued to Holder 50,000 shares of ThermoView 12%
Cumulative Series D Preferred Stock with a stated value of $5.00 (the "Preferred
Stock") in lieu of cash Earn-out Payments. The Holder has previously provided to
ThermoView an oral agreement to consent to redemption of the Preferred  Stock at
the  price of $1.00 per share and to  deliver a  certificate  representing  such
shares to ThermoView for cancellation upon the payment in full of the applicable
redemption amount.

     NOW,  THEREFORE,  in consideration of these preliminary  statements and the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

     1.  Consent  to  Redemption.  Holder  consents  to  the  redemption  of the
Preferred Stock by ThermoView at a price of $1.00 per share.

     2.  Delivery of  Certificate.  Upon the  payment in full of the  applicable
redemption  amount,   Holder  will  surrender  and  deliver  to  ThermoView  all
certificates issued to the Holder representing shares of the Preferred Stock.

     3.  Miscellaneous.

     (a) Entire Agreement.  This Preferred Stock Redemption  Agreement  embodies
the entire agreement and  understanding  between the parties hereto with respect
to the  redemption of Preferred  Stock and  supersedes all prior oral or written
agreements and  understandings  relating to same. No statement,  representation,
warranty,  covenant or  agreement  of any kind not  expressly  set forth in this
Preferred  Stock  Redemption  Agreement  shall affect,  or be used to interpret,
change or restrict,  the express terms and  provisions of this  Preferred  Stock
Redemption Agreement.

     (b)  Modifications  and  Amendments.  The  terms  and  provisions  of  this
Preferred Stock Redemption  Agreement may be modified or amended only by written
agreement executed by all parties hereto.

     (c) Benefit.  This Preferred Stock Redemption Agreement shall be binding on
the parties  hereto and shall inure to the benefit of the parties hereto and the
respective  successors  and permitted  assigns of each party hereto.  Nothing in
this  Preferred  Stock  Redemption  Agreement  shall be  construed to create any
rights or obligations  except among the parties hereto,  and no person or entity
shall  be  regarded  as  a  third-party  beneficiary  of  this  Preferred  Stock
Redemption Agreement.
                                       27
<PAGE>

     (d) Governing Law. This Preferred Stock Redemption Agreement and the rights
and  obligations of the parties  hereunder shall be construed in accordance with
and governed by the law of the  Commonwealth of Kentucky,  without giving effect
to the conflict of law principles thereof.

     (e)  Severability.  In the event that any court of  competent  jurisdiction
shall determine that any provision,  or any portion  thereof,  contained in this
Preferred Stock  Redemption  Agreement shall be unreasonable or unenforceable in
any respect, then such provision shall be deemed limited to the extent that such
court deems it  reasonable  and  enforceable,  and as so limited shall remain in
full  force  and  effect.  In the  event  that such  court  shall  deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of
this Preferred  Stock  Redemption  Agreement shall  nevertheless  remain in full
force and effect.

     (f)  Headings  and  Captions.  The  headings  and  captions  of the various
subdivisions of this Preferred Stock Redemption Agreement are for convenience of
reference only and shall in no way modify, or affect the meaning or construction
of any of the terms or provisions hereof.

     (g) Counterparts. This Preferred Stock Redemption Agreement may be executed
in one or  more  counterparts,  and by  different  parties  hereto  on  separate
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     IN WITNESS  WHEREOF,  ThermoView has caused this Preferred Stock Redemption
Agreement to be executed by its duly authorized  officer and Holder has executed
this  Preferred  Stock  Redemption  Agreement  all as of the  date  first  above
written.

                                    THERMOVIEW INDUSTRIES, INC.


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

                                    Title:  President and CEO
                                           ------------------------






                                     Holder  /s/ Alvin W. Leingang
                                           ------------------------

                                       28

<PAGE>


Exhibit 10.106

                      PREFERRED STOCK REDEMPTION AGREEMENT

     THIS PREFERRED  STOCK  REDEMPTION  AGREEMENT is made and entered into as of
the 29th day of June,  2001,  by and  between  THERMOVIEW  INDUSTRIES,  INC.,  a
Delaware corporation ("ThermoView") and Steven B. Hoyt ("Holder").

                             PRELIMINARY STATEMENTS

     ThermoView has previously  issued to Holder 50,000 shares of ThermoView 12%
Cumulative Series D Preferred Stock with a stated value of $5.00 (the "Preferred
Stock") in lieu of cash Earn-out Payments. The Holder has previously provided to
ThermoView an oral agreement to consent to redemption of the Preferred  Stock at
the  price of $1.00 per share and to  deliver a  certificate  representing  such
shares to ThermoView for cancellation upon the payment in full of the applicable
redemption amount.

     NOW,  THEREFORE,  in consideration of these preliminary  statements and the
mutual promises contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

     1. Preferred Stock Redemption Agreement. Holder consents to the redemption
of the Preferred Stock by ThermoView at a price of $1.00 per share.

     2.  Delivery of  Certificate.  Upon the  payment in full of the  applicable
redemption  amount,   Holder  will  surrender  and  deliver  to  ThermoView  all
certificates issued to the Holder representing shares of the Preferred Stock.

     3.  Miscellaneous.

     (a) Entire Agreement.  This Preferred Stock Redemption  Agreement  embodies
the entire agreement and  understanding  between the parties hereto with respect
to the  redemption of Preferred  Stock and  supersedes all prior oral or written
agreements and  understandings  relating to same. No statement,  representation,
warranty,  covenant or  agreement  of any kind not  expressly  set forth in this
Preferred  Stock  Redemption  Agreement  shall affect,  or be used to interpret,
change or restrict,  the express terms and  provisions of this  Preferred  Stock
Redemption Agreement.

     (b)  Modifications  and  Amendments.  The  terms  and  provisions  of  this
Preferred Stock Redemption  Agreement may be modified or amended only by written
agreement executed by all parties hereto.

     (c) Benefit.  This Preferred Stock Redemption Agreement shall be binding on
the parties  hereto and shall inure to the benefit of the parties hereto and the
respective  successors  and permitted  assigns of each party hereto.  Nothing in
this  Preferred  Stock  Redemption  Agreement  shall be  construed to create any
rights or obligations  except among the parties hereto,  and no person or entity
shall  be  regarded  as  a  third-party  beneficiary  of  this  Preferred  Stock
Redemption Agreement.

                                       29
<PAGE>

     (d) Governing Law. This Preferred Stock Redemption Agreement and the rights
and  obligations of the parties  hereunder shall be construed in accordance with
and governed by the law of the  Commonwealth of Kentucky,  without giving effect
to the conflict of law principles thereof.

     (e)  Severability.  In the event that any court of  competent  jurisdiction
shall determine that any provision,  or any portion  thereof,  contained in this
Preferred Stock  Redemption  Agreement shall be unreasonable or unenforceable in
any respect, then such provision shall be deemed limited to the extent that such
court deems it  reasonable  and  enforceable,  and as so limited shall remain in
full  force  and  effect.  In the  event  that such  court  shall  deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of
this Preferred  Stock  Redemption  Agreement shall  nevertheless  remain in full
force and effect.

     (f)  Headings  and  Captions.  The  headings  and  captions  of the various
subdivisions of this Preferred Stock Redemption Agreement are for convenience of
reference only and shall in no way modify, or affect the meaning or construction
of any of the terms or provisions hereof.

     (g) Counterparts. This Preferred Stock Redemption Agreement may be executed
in one or  more  counterparts,  and by  different  parties  hereto  on  separate
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     IN WITNESS  WHEREOF,  ThermoView has caused this Preferred Stock Redemption
Agreement to be executed by its duly authorized  officer and Holder has executed
this  Preferred  Stock  Redemption  Agreement  all as of the  date  first  above
written.

                                    THERMOVIEW INDUSTRIES, INC.


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

                                    Title:    President and CEO
                                           ------------------------






                                     Holder   /s/ Steven B. Hoyt
                                           ------------------------

                                       30