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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 September 30, 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 October 31, 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............................................12
     Item 3. Quantitative and Qualitative Disclosures About Market Risk.......18
     Item 4. Controls and Procedures..........................................18
Part II Other Information
     Item 1. Legal Proceedings................................................19
     Item 2. Changes in Securities and Use of Proceeds........................20
     Item 3. Defaults Upon Senior Securities..................................20
     Item 4. Submission of Matters to a Vote of Security Holders..............20
     Item 5. Other Information................................................20
     Item 6. Exhibits and Reports on Form 8-K.................................20
-----




<PAGE>

Item 1.  Financial Statements

                           ThermoView Industries, Inc.
                      Condensed Consolidated Balance Sheets

                                                   December 31,   Sept. 30, 2003
                                                      2002          (Unaudited)
                                                  -------------   --------------
Assets
Current assets:
  Cash and equivalents                            $  2,179,887    $    455,289
  Restricted cash                                          -           150,000
  Receivables:
    Trade                                            3,340,577       4,138,121
    Other                                              346,272         363,915
  Costs in excess of billings on
    uncompleted contracts                              589,458         587,411
  Inventories                                        2,104,966       1,925,383
  Prepaid expenses and other current assets            485,316         798,757
                                                  -------------   --------------
Total current assets                                 9,046,476       8,418,876

Property and equipment, net                          2,679,852       2,719,989

Other assets:
  Goodwill, net                                     28,358,742      28,358,742
  Other assets                                         408,094         463,903
                                                  -------------   --------------
                                                    28,766,836      28,822,645
                                                  -------------   --------------

Total assets                                      $ 40,493,164    $ 39,961,510
                                                  =============   ==============

Liabilities and stockholders' equity
Current liabilities:
  Accounts payable                                $  3,698,212    $  3,933,500
  Accrued expenses                                   2,663,889       2,917,155
  Billings in excess of costs on
     uncompleted contracts                             654,338         643,384
  Income taxes payable                                  93,950          65,602
  Current portion of long-term debt                    324,368         222,814
                                                  -------------   --------------
Total current liabilities                            7,434,757       7,782,455

Long-term debt                                      17,012,156      16,510,601
Preferred shares subject to mandatory redemption             -       7,463,591
Other long-term liabilities                            135,494         380,521
                                                  -------------   --------------

Total liabilities                                 $ 24,582,407    $ 32,137,168

Mandatorily redeemable preferred stock:
  Series C, $.001 par value, 25,000 shares
    authorized; none issued                                  -               -
  Series D,  $.001 par value,  1,500,000
    shares authorized; 956,900  shares  issued
    and outstanding at December 31, 2002             5,547,875               -
  Series E,  $.001 par  value,  500,000 shares
    authorized; 336,600  shares  issued  and
    outstanding at December 31, 2002                 2,275,932               -

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
    September 30, 2003                                   8,628           8,628
  Paid-in capital                                   63,799,703      64,531,209
  Accumulated deficit                              (55,721,381)    (56,715,495)
                                                  -------------   --------------
Total stockholders' equity                           8,086,950       7,824,342
                                                  -------------   --------------

Total liabilities and stockholders' equity        $ 40,493,164    $ 39,961,510
                                                  ============    ==============
See accompanying notes.


                                       1

<PAGE>

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

                                For the three months      For the nine months
                                 ended September 30,      ended September 30,
                               ----------------------  -------------------------
                                 2002         2003         2002         2003
                                 ----         ----         ----         ----

Revenues                     $22,117,216  $19,307,308 $ 66,597,024  $53,613,176
Cost of revenues earned       11,349,514    9,723,653   33,330,767   27,423,951
                             -----------  -----------  -----------  ------------
Gross profit                  10,767,702    9,583,655   33,266,257   26,189,225

Selling, general and
  administrative expenses      9,666,491    8,298,750   30,293,389   25,182,605
Unusual credit-gain on
  conversion of debt to
  warrants                             -            -            -     (796,000)
Depreciation expense             241,886      192,186      769,015      605,929
Amortization expense               2,311       12,982       70,848       23,111
                             -----------  -----------  -----------  ------------
Income from operations           857,014    1,079,737    2,133,005    1,173,580

Equity in earnings (loss) of
  joint venture                   16,284        4,535       48,564      (41,689)
Interest expense                (680,424)    (594,156)  (2,000,870)  (1,932,652)
Interest expense on mandatorily
  redeemable preferred                 -     (167,290)           -     (167,290)
Interest income                   22,436        4,247       51,174       20,976
                             -----------  -----------  -----------  ------------
Income (loss) before income
  taxes                          215,310      327,073      231,873     (947,075)

Income tax expense (benefit)     (95,175)      34,809     (102,341)      47,038
                             -----------  -----------  -----------  ------------

Income (loss) before cumulative
  effect of an accounting change 310,485      292,264      334,214     (994,113)
Cumulative effect of an
  accounting change--charge
   for impairment of goodwill          -            -  (30,000,000)           -
                             -----------  -----------  -----------  ------------
Net income (loss)                310,485      292,264  (29,665,786)    (994,113)

Less non-cash Series D and E
  preferred stock dividends     (249,759)           -     (634,613)    (472,494)
Plus benefit of redemption of
  Series D stock                       -            -            -      796,000
                             -----------  -----------  -----------  ------------

Net income (loss) attributable
  to common stockholders     $    60,726  $   292,264 $(30,300,399) $  (670,607)
                             ===========  ===========  ===========  ============

Basic income (loss) per common share:
   Income (loss) attributable
    to common stockholders   $      0.01  $      0.03 $      (0.03) $     (0.07)
   Cumulative effect of an
    accounting change                  -            -        (3.33)           -
                             -----------  -----------  -----------  ------------
   Net income (loss) attributable
    to common stockholders   $      0.01  $      0.03 $      (3.36) $     (0.07)
                             ===========  ===========  ===========  ============

Diluted income (loss) per common share:
   Income (loss) attributable
    to common stockholders   $      0.01  $      0.03 $      (0.03) $     (0.07)
   Cumulative effect of an
    accounting change                  -            - $      (3.33)           -
                             -----------  -----------  -----------  ------------
   Net income (loss)
    attributable to common
    stockholders             $      0.01  $      0.03 $      (3.36) $     (0.07)
                             ===========  ===========  ===========  ============
See accompanying notes.


                                       2
<PAGE>

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


                                                     For the nine months ended
                                                            September 30,
                                                   -----------------------------
                                                        2002            2003
                                                        ----            ----
Operating activities
Net loss                                           $ (29,665,786)  $   (994,113)
Adjustments to reconcile net income (loss)
  to net cash provided by operations:
     Cumulative effect of an accounting
       change-charge related to
       impairment of goodwill                         30,000,000              -
     Depreciation and amortization                       839,863        629,040
     Accretion of debt discount                          637,873        564,480
     Unusual credit                                            -       (796,000)
     Equity in (income) loss of joint venture            (48,564)        41,689
     Other                                              (190,000)       200,000
     Changes in operating assets and liabilities         261,861       (280,080)
                                                   --------------  -------------
Net cash provided by (used in) operating activities    1,835,247       (634,984)

Investing activities
Payments for purchase of property and equipment         (453,514)      (465,429)
Other                                                    (37,589)      (106,480)
                                                   --------------  -------------
Net cash used in investing activities                   (491,103)      (571,909)

Financing activities
Increase in long-term debt                                62,633              -
Increase in restricted cash                                    -       (150,000)
Payments of long-term debt                            (1,542,239)      (367,705)
Proceeds from exercise of stock options                    1,875              -
                                                   --------------  -------------
Net cash used in financing activities                 (1,477,731)      (517,705)
                                                   --------------  -------------
Net decrease in cash and equivalents                    (133,587)    (1,724,598)
Cash and equivalents at beginning of period            2,387,583      2,179,887
                                                   --------------  -------------
Cash and equivalents at end of period              $   2,253,996   $    455,289
                                                   ==============  =============

See accompanying notes.

                                       3

<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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 nine-month  period ended
September 30, 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 Results, Cash Flow and Goodwill

     The  Company  reported  losses  and  negative  cash  flow in the  first two
quarters  of 2003,  and had a  concern  at the end of the  second  quarter  that
operations needed to improve in the third quarter to avoid covenant  violations,
cash flow problems and possibly the impairment of goodwill.

     The Company reported a profit in the third quarter as well as positive cash
flow in the third quarter.  As pertains to this quarter,  the Company  satisfied
all debt  covenants,  and the annual  goodwill  valuation at September  30, 2003
indicated that goodwill is not impaired.

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 nine-month periods ended September 30, 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 after preferred stock dividends and before  cumulative effect of
an accounting  change for the  nine-month  periods ended  September 30, 2002 and
2003, common share equivalents outstanding would be anti-dilutive.  Accordingly,
basic and diluted earnings per share amounts are the same.


                                       4
<Page>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

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

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

                                                          Weighted Average
                          Period                         Shares Outstanding
        --------------------------------------------     ------------------
        For the nine months ended September 30, 2002          9,028,327
        For the nine months ended September 30, 2003          9,190,059

     A  reconciliation  of basic to diluted  share amounts used in computing the
per share  amounts for the three months ended  September 30, 2002 and 2003 is as
follows:

                                                      Three Months
                                                   Ended September 30,
                                                   2002         2003
                                                   ----         ----
Basic - weighted average shares outstanding      9,189,048    9,190,059
Dilutive effect of stock options and warrants      997,163    1,301,912
                                                ----------   ----------
Diluted - weighted average shares outstanding
and assumed conversions                         10,186,211   10,491,971
                                                ==========   ==========

     A reconciliation of income (loss) before cumulative effect of an accounting
change  attributable  to common  stockholders  used in  computing  the per share
amounts for the three and nine months ended September 30, are as follows:

                                            Three Months           Nine Months
                                        Ended September 30,  Ended September 30,
                                        2002 2003             2002 2003
Income (loss) before
  cumulative effect of
  an accounting change          $ 310,485    $ 292,264   $ 334,214    $(994,113)
Preferred stock dividends,
  net of benefit of redemption   (249,759)         -      (634,613)     323,506
                                ---------    ---------   ---------    ---------
Income (loss) before cumulative
  effect of an accounting change
  attributable to common
  stockholders                  $  60,726    $ 292,264   $(300,399)   $(670,607)
                                =========    =========   =========    =========

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." Had  compensation  cost for employee
options  been  determined  based on the fair value at the grant date  consistent
with SFAS No. 123, the  Company's  net income (loss) and income (loss) per share
for the three  months  and nine  months  ended  September  30 would have been as
follows:


                                       5
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

4.   Stock Option Information (Continued)

                               Three Months                        Nine Months
                     Ended September 30, Ended September 30,
                               2002 2003 2002 2003
Net income (loss):
 As reported                   $ 310,485  $ 292,264   $(29,665,786) $  (994,113)
 Pro forma                       218,237    271,565    (29,924,699)  (1,056,377)
Net income (loss) attributable
  to common stockholders:
  As reported                     60,726    292,264    (30,300,399)    (670,607)
  Pro forma                      (31,522)   271,565    (30,559,312)    (732,871)
Basic and diluted income (loss)
  per common share:
  Basic, As reported           $     .01  $     .03   $      (3.36) $      (.07)
  Diluted, As reported               .01        .03          (3.36)        (.07)
  Basic, Pro forma                     -        .03          (3.33)        (.08)
  Diluted, Pro forma                   -        .03          (3.33)        (.08)

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

                                                   2002                2003
                                                   ----                ----
Interest rate                                      3.59                2.82
Dividends                                             -                   -
Expected volatility                                1.62                1.12
Expected life in years                                5                   5

5.   Long-term Debt and Mandatorily Redeemable Preferred Stock

     On June 30, 2003, the Company restructured its long-term debt and preferred
stock. GE Equity holds Series A debt, Series C debt and other subordinated debt.
Under the restructuring  agreements, GE Equity reduced the interest rate on both
series  of debt  from  10% to 8% and from  12% to 8% on the  subordinated  debt.
Additionally, GE Equity converted $1 million of the subordinated debt to 680,000
common stock  warrants at 28 cents per share.  These  warrants  are  exercisable
through  March 22, 2013 and were  determined  to have a fair value of  $204,000.
ThermoView's debt maturities were extended by two years to June 30, 2006, and to
July 31, 2006 for the subordinated debt.

     ThermoView's  preferred  stock  holders also  converted $1 million worth of
Series D preferred stock to 680,000 common stock warrants at 28 cents per share.
These warrants are exercisable through June 30, 2013 and were determined to have
a fair value of  $204,000.  Also,  the Series D and E  preferred  stock  holders
agreed to reduce the dividend rate on the  remainder of the  preferred  holdings
from  12% to 8%,  to  defer  cash  dividends  until  the  Series A and B debt is
retired, and to extend the date for mandatory redemption to August 31, 2006.

     The restructured debt agreements  require ThermoView to pay $100,000 toward
principal each month commencing July 2004, as well as monthly interest.  It also
calls for payments of excess cash toward  principal  two times per year.  Excess
cash is defined as amounts over $1 million at the two measurement dates.


                                       6
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

5.   Long-term Debt and Mandatorily Redeemable Preferred Stock (Continued)

     Under terms of the restructured  debt  agreements,  ThermoView must achieve
certain  quarterly  and/or  trailing twelve month EBITDA levels as well as fixed
charge coverage ratios and current asset to current liability ratios.  The first
measurement date was September 30, 2003. The Company  satisfied all ratios as of
the first measurement date.

     The holder of $1.2 million of notes in connection with obligations  related
to guarantors of a bank  revolving  line of credit also agreed to extend the due
date of the notes from June 2004 to September 30, 2006.

     The  Financial   Accounting   Standards   Board  (FASB)  issued  SFAS  150,
"Accounting  for Certain  Financial  Instruments  with  Characteristics  of Both
Liabilities and Equities,"  effective for companies for the first interim period
beginning  after  June 15,  2003.  The new  rule  requires  accounting  for some
financial  instruments  as  liabilities,   that  under  previous  guidance  were
accounted for as equity or between  liabilities  and equity  ("mezzanine").  The
Company has previously reported mandatorily  redeemable preferred stock series D
and E in prior periods in the mezzanine  section of the balance sheet.  With the
Company's adoption of this standard on July 1, 2003, the mandatorily  redeemable
preferred  stock of $7.5  million is  included as a  component  of  liabilities,
described as "preferred shares subject to mandatory redemption," as of September
30, 2003. Prior periods are not restated when SFAS 150 is applied.

     Preferred  shares  subject to  mandatory  redemption  is  comprised  of the
following:

     Series  D: Par  value of $.001  with an  aggregate  redemption  amount  and
     liquidation preference of $5,547,875 at December 31, 2002 and $5,001,584 at
     September  30, 2003.  Total shares  authorized - 1,500,000  shares;  shares
     issued and outstanding 956,900 as of December 31, 2002 and at September 30,
     2003. The date of the mandatory redemption is August 31, 2006.

     Series E: Par value of $.001  with an  aggregation  redemption  amount  and
     liquidation preference of $2,275,932 at December 31, 2002 and $2,462,043 at
     September  30, 2003.  The shares  authorized - 500,000;  shares  issued and
     outstanding - 336,600 as of December 31, 2002 and  September 30, 2003.  The
     date of the mandatory redemption is August 31, 2006.

     In addition, upon adoption of SFAS 150, dividends or other distributions on
mandatorily  redeemable  preferred  stock are  reported as  interest  expense on
mandatorily redeemable preferred stock in the statement of operations.

6.   Segment Information

     For the  three  month  periods  ended  September  30,  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


                                       7
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

6.   Segment Information (Continued)

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.

     Segment information for the three months and nine months ended September 30
was as follows:

   For the three months          Manu-
ended September 30, 2002       facturing     Retail     Corporate   Consolidated
------------------------       ----------    ------     ---------   ------------
Revenues from external
  customers                    $1,900,901  $20,216,315  $         -  $22,117,216
Intersegment revenues             235,027            -            -      235,027
Income (loss) from operations     261,209    1,212,228     (616,423)     857,014
Total assets                    4,682,090   34,855,995    2,012,011   41,550,096

   For the three months          Manu-
ended September 30, 2003       facturing     Retail     Corporate   Consolidated
------------------------       ---------     ------     ---------   ------------
Revenues from external
  customers                    $1,653,051  $17,654,257  $         -  $19,307,308
Intersegment revenues             294,010            -            -      294,010
Income (loss) from operations     293,606    1,406,393     (620,262)   1,079,737
Total assets                    3,826,397   35,244,869      890,243   39,961,510

  For the nine months            Manu-
ended September 30, 2002       facturing     Retail     Corporate   Consolidated
------------------------       ---------     ------     ---------   ------------
Revenues from external
  customers                    $4,716,183  $61,880,841  $         -  $66,597,024
Intersegment revenues             709,041            -            -      709,041
Income (loss) from operations     450,837    3,506,182   (1,824,014)   2,133,005


                                       8

<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

6.   Segment Information (Continued)

  For the nine months             Manu-
ended September 30, 2003        facturing    Retail     Corporate   Consolidated
------------------------        ---------    ------     ---------   ------------
Revenues from external
  customers                    $3,984,235  $49,628,941  $         -  $53,613,176
Intersegment revenues             680,711            -            -      680,711
Unusual credit-gain on
  conversion of debt to
  warrants                              -            -      796,000      796,000
Income (loss) from
 operations                       289,517    2,144,716   (1,260,653)   1,173,580

7.   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 May 9, 2003, the Jefferson  Circuit Court upheld the previous ruling in favor
of Clemmens,  and entered a final appealable  judgment which allowed 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
($137,500 through September 30, 2003). On May 19, 2003,  ThermoView appealed the
judgment  issued to Clemmens to the Kentucky Court of Appeals.  On June 6, 2003,
ThermoView,  with the guarantee of GE Capital Equity,  posted a supercedeas bond
in the amount of $690,000 with the Jefferson  Circuit Court to prevent  Clemmens
from enforcing the judgment  awarded to him during the pendency of the appeal of
this matter. In order to secure the supercedeas bond, ThermoView entered into an
agreement with GE Capital Equity to deposit funds monthly into a sinking fund to
serve as  security  for the amount of the  supercedeas  bond.  Pursuant  to this
agreement,  ThermoView  shall make payments of $50,000 monthly for the months of
July  through  December,  2003 and  $30,000  monthly  during the months  January
through  June,  2004 until the balance of the sinking  fund is equal to the face
amount  of the  bond.  At  September  30,  2003,  $150,000  is  included  on the

                                       9
<page>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

7.   Contingencies and Commitments (Continued)

accompanying balance sheet as restricted cash. In addition, under the agreement,
ThermoView  must make  additional  payments  to the  sinking  fund such that the
balance of the sinking fund will be no less than  $600,000 by June 30, 2004.  In
consideration for the agreement,  ThermoView has agreed to pay GE Capital Equity
Investments  a fee of 2.5% of the face amount of the bond upon  issuance and has
granted  GE  Capital  Equity a first  priority  lien on its assets to secure any
amounts drawn on the bond. In the event that ThermoView prevails upon the appeal
and no amounts are drawn upon the bond,  the balance of the sinking fund will be
applied  to the  Series A and B notes  of  ThermoView  on a  pro-rata  basis.  A
prehearing  conference  of the appeal was held  August  28,  2003.  ThermoView's
appellant  brief is presently due November 24, 2003.  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 believes that the Company has recorded adequate liabilities
on its balance sheet as of September 30, 2003.  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.

     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.

8.   Recently Enacted Accounting Standards

     Financial   Accounting  Standard  Board  (FASB)  recently  issued  two  new
accounting  standards,  Statement 149,  Amendment of Statement 133 on Derivative
Instruments and Hedging  Activities,  and Statement 150,  Accounting for Certain
Financial  Instruments  with  Characteristics  of both Liabilities and Equities,
both of which generally became effective in the quarter  beginning July 1, 2003.
Adoption  of  Statement  149 did not have a  material  effect  on the  Company's
financial  position,  results  of  operations,  or cash  flows.  The  effects of
adoption Statement 150 are described in Note 5.

                                       10

<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

8.   Recently Enacted Accounting Standards (Continued)

     In January 2003,  the Financial  Accounting  Standards  Board (FASB) issued
FASB Interpretation No. (FIN) 46,  "Consolidation of Variable Interest Entities"
effective in quarters beginning October 1, 2003. The objective of interpretation
is to provide  guidance on how to identify a variable  interest entity (VIE) and
determine when the assets, liabilities non-controlling interests, and results of
operations  of a VIE need to be included in a company's  consolidated  financial
statements.  A company  that holds  variable  interest in an entity will need to
consolidate  the entity if the  company's  interest  in the VIE is such that the
company will absorb a majority of the VIE's  expected  losses  and/or  receive a
majority of the entity's expected  residual returns,  if they occur. FIN 46 also
requires additional  disclosures by primary  beneficiaries and other significant
variable  interest  holders.  The  Company  does  not  believe  it is a  primary
beneficiary of a VIE or holds any significant  interests or involvement in a VIE
and does not expect the adoption of FIN 46 will have an impact on the  Company's
consolidated financial statements.

                                       11
<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 ThermoView,  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 our  audited  consolidated  financial  statements
contained  in our  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
installation  is  substantially  complete.  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

                                       12
<PAGE>

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

Historical Results Of Operations
                                      For the three months  For the nine months
                                       ended September 30,  ended September 30,
                                      --------------------  --------------------
                                        2002       2003       2002        2003
                                      --------   --------   --------   ---------
                                                    (In thousands)
Revenues ..........................   $ 22,117   $ 19,307   $ 66,597   $ 53,613

Cost of revenues earned ...........     11,349      9,723     33,331     27,424
                                      --------   --------   --------   ---------

Gross profit ......................     10,768      9,584     33,266     26,189

Selling, general and administrative
  expenses ........................      9,666      8,299     30,293     25,182
Unusual credit - gain on conversion
  of debt to warrants .............         --         --         --       (796)
Depreciation expense ..............        243        192        769        606
Amortization expense ..............          2         13         71         23
                                      --------   --------   --------   ---------

Income from operations ............        857      1,080      2,133      1,174

Equity in earnings (loss) of joint
  venture .........................         16          4         49        (42)
Interest expense ..................       (680)      (594)    (2,001)    (1,933)
Interest expense on mandatory
  redeemable preferred ............         --       (167)        --       (167)
Interest income ...................         22          4         51         21
                                      --------   --------   --------   ---------

Income (loss) before income taxes .        215        327        232       (947)

Income tax expense (benefit) ......        (95)        35       (102)        47
                                      --------   --------   --------   ---------

Income  (loss)  before cumulative
  effect of an accounting change ..        310        292        334       (994)

Cumulative  effect of an  accounting
  change--charge for impairment of
  goodwill ........................         --         --    (30,000)        --
                                      --------   --------   --------   ---------
Net income (loss) .................        310        292    (29,666)      (994)

Less  non-cash  Series  D  and  E
  preferred  stock dividends ......       (249)        --       (634)      (472)

Plus benefit of Series D preferred
  stock redemption.................         --         --         --        796
                                      --------   --------   --------   ---------
Net income (loss) attributable to
  common stockholders .............   $     61   $    292   $(30,300)  $   (671)
                                      ========   ========   =========  =========

                                       13
<page>

Three Months Ended September 30, 2003 Compared to September 30, 2002

     Revenues.  Revenues  decreased  from $22.1 million for the third quarter of
2002 to $19.3  million  for the  third  quarter  of 2003.  The  economy  and new
telemarketing laws negatively  impacted revenues in the third quarter.  However,
progress is reflected in the following table:

                                    Revenues
                         ------------------------------
                          2002       2003    Difference
                          ----       ----    ----------
                               (In thousands)
        Second quarter   $23,823   $18,113   $(5,710)
        Third quarter     22,117    19,307    (2,810)

     Gross Profit. Gross profit, which represents revenues less cost of revenues
earned,  decreased  from  $10.8  million  in the third  quarter  of 2002 to $9.6
million  in the third  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  increased from 48.7% in the third quarter of 2002 to
49.6% in the third  quarter  of 2003.  This  gross  profit  improvement  results
primarily from the implementation of a modest price increase.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative expenses decreased from $9.7 million in the third quarter of 2002
to  $8.3  million  in  the  third   quarter  of  2003.   Selling,   general  and
administrative  expenses as a percentage of revenue  decreased from 43.7% in the
third  quarter of 2002 to 43.0% in the third  quarter of 2003.  The  decrease in
selling,  general and administrative expenses as a percentage of revenues in the
third quarter of 2003 results  primarily  from  continued  cost cutting,  mainly
further personnel reductions.

     Depreciation  Expense.  Depreciation expense decreased from $242,000 in the
third  quarter of 2002 to $192,000 in the third  quarter of 2003,  reflecting  a
fairly constant amount of property and equipment.

     Interest  Expense.  Interest  expense  decreased  from  $680,000 in 2002 to
$594,000  in  2003.  This  decrease  in  interest   expense  results  from  debt
retirements  during the last half of 2002,  conversion  of $1,000,000 of debt to
warrants  in the  first  half of 2003,  and a  reduction  in  interest  rates in
connection with  restructuring debt at June 30, 2003. The decrease was partially
offset by interest  recognized in 2003 on obligations related to guarantors of a
bank revolving line of credit.

     Starting July 1, 2003, dividends on mandatorily  redeemable preferred stock
are reported as interest  expense (see Note 5 for effect of Statement  150). For
the quarter ended September 30, 2003, interest expense on mandatorily redeemable
preferred was $167,290.

     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 expense in the third quarter of 2003 relates to state taxes.

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

                                       14
<page>

quarter ended  September 30, 2003,  non-cash  dividends are reported as interest
expense on mandatorily  redeemable preferred (see Note 5 for effect of Statement
150).

Nine Months Ended September 30, 2003 Compared to September 30, 2002

     Revenues.  Revenues  decreased from $66.6 million for the first nine months
of 2002 to $53.6 million for the first nine months of 2003.  Revenues during the
first nine months of 2003 were  negatively  impacted by severe winter weather in
our  Midwest  markets  in the first  quarter,  rain in our  Southern  California
market,  the sluggish economy,  the events in Iraq, and new telemarketing  laws.
All of our retail  operations  and our  manufacturing  operation  reported  less
revenues in the first nine months of 2003 compared to 2002.

     Gross Profit. Gross profit, which represents revenues less cost of revenues
earned,  decreased  from $33.3 million in the first nine months of 2002 to $26.2
million in the first nine months 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 nine months of 2002
to 48.8% in the first  nine  months of 2003.  This  decrease  results  primarily
because certain installation costs at our subsidiaries are fixed and these fixed
costs are more  significant  relative  to the lower  volumes  in the first  nine
months of 2003 compared to the first nine months of 2002.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative expenses decreased from $30.3 million in the first nine months of
2002 to $25.2  million in the first nine  months of 2003.  Selling,  general and
administrative  expenses as a percentage of revenue  increased from 45.5% in the
first  nine  months  of 2002 to 47.0% in the  first  nine  months  of 2003.  The
increase in selling,  general and  administrative  expenses as a  percentage  of
revenues  in the first  nine  months of 2003  results  primarily  from the fixed
nature of certain  expenses  relative to the lower volumes.  Despite increase in
selling,  general  and  administrative  expenses  as a percent of  revenue,  the
Company has reduced these expenses by $5 million through purchasing programs and
focused cost cutting.

     Unusual  Credit.  The unusual credit of $796,000 in 2003  represents a gain
from converting $1 million of debt to 680,000 common stock warrants issued at 28
cents per share.

     Depreciation  Expense.  Depreciation expense decreased from $769,000 in the
first  nine  months  of 2002 to  $606,000  in the  first  nine  months  of 2003,
reflecting a fairly constant amount of property and equipment.

     Interest  Expense.  Interest  expense was relatively  constant for the nine
month periods.

     Starting July 1, 2003, dividends on mandatorily  redeemable preferred stock
are reported as interest  expense (see Note 5 for effect of Statement  150). For
the nine months  ended  September  30,  2003,  interest  expense on  mandatorily
redeemable preferred was $167,290.

     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

                                       15
<page>

assets,  and no deferred income taxes have been recorded in 2002 or 2003. Income
tax expense in the first nine months of 2003 relates to state taxes.

     Non-Cash Dividends. Non-cash dividends in the first nine months of 2002 and
the first six months of 2003 represent  accrued  dividends on the Series D and E
preferred  stock. For the quarter ended September 30, 2003,  non-cash  dividends
are reported as interest expense on mandatorily redeemable preferred (see Note 5
for effect of Statement 150).

     Benefit of Series D Preferred Stock Redemption.  The benefit of $796,000 in
2003 represents a gain on redemption of $1 million of Series D stock in exchange
for 680,000 common stock warrants issued at 28 cents per share.

Liquidity and Capital Resources

     As of  September  30, 2003,  we had cash and  equivalents  of  $455,000,  a
working  capital of $636,000,  $16.5 million of long-term  debt,  net of current
maturities, and $7.5 million of preferred stock subject to mandatory redemtion.

     Our  operating  activities  for the nine months ended  September  30, 2002,
provided  $1.8 million of cash.  Our  operating  activities  for the nine months
ended September 30, 2003, used $635,000 of cash.

     The use of $491,000 of cash for  investing  activities  for the nine months
ended  September 30, 2002 related  primarily to the  acquisition of property and
equipment.  The use of $572,000 of cash for  investing  activities  for the nine
months  ended  September  30, 2003,  related  primarily  to the  acquisition  of
property and equipment.

     We used $1.5 million in cash for  financing  activities  in the nine months
ended  September 30, 2002,  primarily for repayment of debt. We used $518,000 of
cash for financing  activities  in the nine months ended  September 30, 2003 for
repayment of debt and for establishing a sinking fund.

     We  reported  losses and  negative  cash flow in the first two  quarters of
2003, and had a concern at the end of the second quarter that operations  needed
to improve in the third quarter to avoid covenant violations, cash flow problems
and possibly the impairment of goodwill.

     We reported a profit in the third  quarter as well as positive cash flow in
the third  quarter.  We satisfied all debt  covenants,  and the annual  goodwill
valuation at September 30, 2003, indicated goodwill is not impaired.

     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,  and have accrued interest  amounting to $100,000  through  September 30,
2003. We have appealed the latest decision.

     On June 30, 2003, we restructured  our long-term debt and preferred  stock.
GE Equity holds Series A debt, Series C debt and other  subordinated debt. Under
the restructuring agreements, GE Equity reduced the interest rate on both series
of  debt  from  10%  to  8%  and  from  12%  to  8% on  the  subordinated  debt.
Additionally, GE Equity converted $1 million of the subordinated debt to 680,000

                                       16
<page>

common stock  warrants at 28 cents per share.  These  warrants  are  exercisable
through  March 22, 2013 and were  determined  to have a fair value of  $204,000.
ThermoView's debt maturities were extended by two years to June 30, 2006, and to
July 31, 2006 for the subordinated debt.

     ThermoView's  preferred  stock  holders also  converted $1 million worth of
Series D preferred stock to 680,000 common stock warrants at 28 cents per share.
These warrants are exercisable through June 30, 2013 and were determined to have
a fair value of  $204,000.  Also,  the Series D and E  preferred  stock  holders
agreed to reduce the dividend rate on the  remainder of the  preferred  holdings
from  12% to 8%,  to  defer  cash  dividends  until  the  Series A and B debt is
retired, and to extend the date for mandatory redemption to August 31, 2006.

     The restructured debt agreements  require ThermoView to pay $100,000 toward
principal each month commencing July 2004, as well as monthly interest.  It also
calls for payments of excess cash toward  principal  two times per year.  Excess
cash is defined as amounts over $1 million at the two measurement dates.

     Under terms of the restructured  debt  agreements,  ThermoView must achieve
certain  quarterly  and/or  trailing twelve month EBITDA levels as well as fixed
charge coverage ratios and current asset to current liability ratios.  The first
measurement date was September 30, 2003. We satisfied all ratios as of the first
measurement date.

     The holder of $1.2 million of notes in connection with obligations  related
to guarantors of a bank  revolving  line of credit also agreed to extend the due
date of the notes from June 2004 to September 30, 2006.

     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  September 30, 2003, we are not in default
under any of our debt arrangements.

     While revenues continue to be lower than the previous year and economic and
regulatory  issues  continue to challenge us, 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.

                                       17
<page>

     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 we believe  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 June 2003, we restructured  our debt and all of our debt continues to be
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  September  30,  2003,  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 Rules 13a-15(e) and 15d-15(e)
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 September 30, 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.

                                       18
<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 May 9, 2003, the Jefferson  Circuit Court upheld the previous ruling in favor
of Clemmens,  and entered a final appealable  judgment which allowed 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
($137,500 through September 30, 2003). On May 19, 2003,  ThermoView appealed the
judgment  issued to Clemmens to the Kentucky Court of Appeals.  On June 6, 2003,
ThermoView,  with the guarantee of GE Capital Equity,  posted a supercedeas bond
in the amount of $690,000 with the Jefferson  Circuit Court to prevent  Clemmens
from enforcing the judgment  awarded to him during the pendency of the appeal of
this matter. In order to secure the supercedeas bond, ThermoView entered into an
agreement with GE Capital Equity to deposit funds monthly into a sinking fund to
serve as  security  for the amount of the  supercedeas  bond.  Pursuant  to this
agreement,  ThermoView  shall make payments of $50,000 monthly for the months of
July  through  December,  2003 and  $30,000  monthly  during the months  January
through  June,  2004 until the balance of the sinking  fund is equal to the face
amount  of the  bond.  At  September  30,  2003,  $150,000  is  included  on the
accompanying balance sheet as restricted cash. In addition, under the agreement,
ThermoView  must make  additional  payments  to the  sinking  fund such that the
balance of the sinking fund will be no less than  $600,000 by June 30, 2004.  In
consideration for the agreement,  ThermoView has agreed to pay GE Capital Equity
Investments  a fee of 2.5% of the face  amount  of the bond  upon  issuance  and
granted  GE  Capital  Equity a first  priority  lien on its assets to secure any
amounts drawn on the bond. In the event that ThermoView prevails upon the appeal
and no amounts are drawn upon the bond,  the balance of the sinking fund will be
applied  to the  Series A and B notes  of  ThermoView  on a  pro-rata  basis.  A
prehearing  conference  to discuss  the  potential  resolution  of the issues on
appeal was held on August 28, 2003. ThermoView's appellant brief is presently

                                       19
<page>

due  November  24,  2003.  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 believes
that  ThermoView  has recorded  adequate  liabilities on its balance sheet as of
September 30, 2003.  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.

Item 5. Other Information

     On November 12, 2003, ThermoView issued a press release reporting financial
results  for the third  quarter  and  announcing  the  resignation  of Ronald L.
Carmicle as a director  effective  November 10, 2003. The press release is filed
herewith as Exhibit 99.1.

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits.

     See Index to Exhibits.

(b)  Reports on Form 8-K.

     (1)  On September 3, 2003,  ThermoView filed a Form 8-K under Item 5. Other
          Events and Regulation FD Disclosure reporting the resignation of James
          J. TerBeest as Chief Financial Officer.


                                       20
<page>

SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                    ThermoView Industries, Inc.



Date:  November 13, 2003            By:  /s/ Charles L. Smith
                                    --------------------------------------
                                    Charles L. Smith,
                                    Chief Executive Officer
                                    (principal executive officer)


Date:  November 13, 2003            By:  /s/ Jeffrey L. Fisher
                                    -----------------------------------------
                                    Jeffrey L. Fisher,
                                    Chief Financial Officer
                                    (principal financial and accounting officer)




                                       22

<PAGE>

                                INDEX TO EXHIBITS

   Exhibit
    Number                    Description of Exhibits

     31.3 -- Rule 13a-14(a)  Certification of Charles L. Smith for the Form 10-Q
             for the quarter ended September 30, 2003.
     31.4 -- Rule 13a-14(a) Certification of Jeffrey L. Fisher for the Form 10-Q
             for the quarter ended September 30, 2003.
     32.2 -- 18 U.S.C.  Section  1350  Certifications  of  Charles  L. Smith and
             Jeffrey L. Fisher for the Form 10-Q for the quarter ended September
             30, 2003.
     99.1 -- News  Release  of  ThermoView  Industries,  Inc.  announcing  third
             quarter financial results dated November 12, 2003.

                                       22




<PAGE>

 CERTIFICATION                                                      Exhibit 31.3

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 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
     report;

3)   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in  this  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 report;

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

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 report is being prepared;
     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures; and presented in this report our conclusions about the
          effectiveness of the disclosure  controls and procedures as of the end
          of the period covered by this report based on such evaluation; and
     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

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

     a)   All significant  deficiencies and material weaknesses in the design or
          operation of internal  controls  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and
     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Signature and Title: /s/ Charles L. Smith                Date: November 13, 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.

                                       23

<PAGE>

CERTIFICATION                                                       Exhibit 31.4

I, Jeffrey L. Fisher, certify that:

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

2)   Based on my knowledge, this 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
     report;

3)   Based  on my  knowledge,  the  financial  statements  and  other  financial
     information  included  in  this  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 report;

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

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 report is being prepared;
     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures; and presented in this report our conclusions about the
          effectiveness of the disclosure  controls and procedures as of the end
          of the period covered by this report based on such evaluation; and
     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

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

     a)   All significant  deficiencies and material weaknesses in the design or
          operation of internal  controls  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and
     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Signature and Title: /s/ Jeffrey L. Fisher           Date: November 13, 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.

                                       24

<PAGE>

                                                                    Exhibit 32.2

     Charles L. Smith and Jeffrey L. Fisher,  being the Chief Executive  Officer
and Chief  Financial  Officer,  respectively,  of ThermoView  Industries,  Inc.,
hereby certify as of this 13th day of November, 2003, that the Form 10-Q for the
Quarter  ended  September 30, 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/ Jeffrey L. Fisher
                                          --------------------------------------
                                          Jeffrey L. Fisher,
                                          Chief Financial Officer


                                       26

<PAGE>

                                                                   Exhibit 99.1

Wednesday November 12, 9:25 am ET

                           ThermoView Industries Inc.
                      Reports Income for Third Quarter 2003

     LOUISVILLE,  Ky., Nov. 12  /PRNewswire-FirstCall/  -- ThermoView Industries
Inc.  (Amex:  THV  -  News),  which  designs,   manufactures  and  markets  home
improvements  under the brand name "THV:  America's Home  Improvement  Company,"
today  reported  financial  results for the third quarter and nine months ending
September 30, 2003.

     Third  quarter  2003  revenues  were $19.3  million,  compared  to year-ago
quarterly  revenues  of $22.1  million.  The net income  attributable  to common
stockholders was $292,264 or 3 cents per basic and diluted share.  That compares
to a net income related to common  stockholders of $60,726,  or 1 cent per basic
and diluted share for the third quarter of 2002.

     Revenues for the first nine months of 2003 were $53.6 million,  compared to
revenues  of $66.6  million  for the first  nine  months  of 2002.  The net loss
attributable  to  common  stockholders  was  $670,607  or 7 cents  per basic and
diluted share,  for the first nine months of 2003 after a $796,000  unusual gain
related to converting $1 million of debt to 680,000  common stock warrants and a
$796,000  benefit from redeeming $1 million of the Series D preferred  stock for
another 680,000 common stock warrants.  That compares to a net loss attributable
to common  stockholders  for the first nine months of 2002 of $30.3 million,  or
$3.36 per share,  including a $30 million ($3.33 per share) non- cash charge for
writing off impaired goodwill.

     "ThermoView's  third quarter  performance  is a consequence  of operational
efficiencies  and the restructure of our debt late in the second  quarter," said
Charles L. Smith, CEO and President of ThermoView. Smith continued,  "ThermoView
is now poised for a bottom line return to shareholders as our focus  transitions
to improving top-line growth. In addition to the recently announced additions to
our  management  staff,  we will  continue  to work  diligently  to  assemble  a
top-flight  management  team  to  lead  our  focus  on  revenue  growth.  We are
optimistic that these efforts,  along with an improving economy,  will result in
improved financial results for our shareholders."

     In other  developments,  ThermoView  Chairman Stephen A. Hoffmann announced
the  resignation  of Ronald L.  Carmicle  as a member of the Board of  Directors
effective  November 10, 2003. Mr.  Carmicle has served as a ThermoView  director
since  February  2000.  "Ron Carmicle has been a tremendous  asset to ThermoView
during his tenure as a director.  On behalf of everyone at  ThermoView,  I would
like to express to Ron our gratitude for the  contributions  that he has made to
our  organization.  We wish him nothing  but the best in his future  endeavors,"
said Hoffmann.

ThermoView's November 20 conference call and webcast

     ThermoView  will hold a webcast at 2:00 p.m.  EST on  November  20, 2003 to
allow  securities  analysts and  shareholders the opportunity to hear management
discuss the company's  quarterly results.  Live audio of the conference call can
be           accessed           from           http://www.thv.com,            or
http://www.vcall.com/CEPage.asp?ID=84355.  First  time  listeners  should  visit
www.vcall.com in advance to download and install any necessary audio software.

                                       26
<page>

About ThermoView Industries, Inc.

     ThermoView is a national  company that designs,  manufactures,  markets and
installs  high-quality  replacement  windows and doors as part of a full-service
array of home improvements for residential  homeowners.  ThermoView markets home
improvements  in 16 Midwest and Western  states under  well-known  regional home
center brands that include Thomas,  Primax, Rolox, Leingang and ThermoView.  All
of these brands are consolidating  under a national brand, "THV,  America's Home
Improvement Company."  ThermoView's common stock is listed on the American Stock
Exchange under the ticker symbol "THV."  Additional  information is available at
http://www.thv.com.

Safe harbor statement

     Statements  in this news release that are not  descriptions  of  historical
facts  are   forward-looking   statements   that  are   subject   to  risks  and
uncertainties.   Words  such  as  "expect,"   "intends,"   "believes,"  "plans,"
"anticipates"  and  "likely"  also  identify  forward-looking   statements.  All
forward-looking  statements  are based on  current  facts and  analyses.  Actual
results may differ  materially from those currently  anticipated due to a number
of factors  including,  but not  limited to our  history  of  operating  losses,
anticipated  future losses,  competition,  future  capital  needs,  the need for
market   acceptance,   dependence  upon  third  parties,   disruption  of  vital
infrastructure,  general economic downturn and intellectual property rights. All
forward-looking statements are made pursuant to the Securities Litigation Reform
Act of 1995. Additional  information on factors that may affect the business and
financial results of the Company can be found in filings of the Company with the
Securities and Exchange Commission.

    Contact:
    Jeffrey L. Fisher
    Chief Financial Officer
    ThermoView Industries, Inc.
    502-968-2020








                                       27

<PAGE>

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

                                For the three months      For the nine months
                                 ended September 30,      ended September 30,
                               ----------------------  -------------------------
                                 2002         2003         2002         2003
                                 ----         ----         ----         ----

Revenues                     $22,117,216  $19,307,308 $ 66,597,024  $53,613,176
Cost of revenues earned       11,349,514    9,723,653   33,330,767   27,423,951
                             -----------  -----------  -----------  ------------
Gross profit                  10,767,702    9,583,655   33,266,257   26,189,225

Selling, general and
  administrative expenses      9,666,491    8,298,750   30,293,389   25,182,605
Unusual credit-gain on
  conversion of debt to
  warrants                             -            -            -     (796,000)
Depreciation expense             241,886      192,186      769,015      605,929
Amortization expense               2,311       12,982       70,848       23,111
                             -----------  -----------  -----------  ------------
Income from operations           857,014    1,079,737    2,133,005    1,173,580

Equity in earnings (loss) of
  joint venture                   16,284        4,535       48,564      (41,689)
Interest expense                (680,424)    (594,156)  (2,000,870)  (1,932,652)
Interest expense on mandatorily
  redeemable preferred                 -     (167,290)           -     (167,290)
Interest income                   22,436        4,247       51,174       20,976
                             -----------  -----------  -----------  ------------
Income (loss) before income
  taxes                          215,310      327,073      231,873     (947,075)

Income tax expense (benefit)     (95,175)      34,809     (102,341)      47,038
                             -----------  -----------  -----------  ------------

Income (loss) before cumulative
  effect of an accounting change 310,485      292,264      334,214     (994,113)
Cumulative effect of an
  accounting change--charge
   for impairment of goodwill          -            -  (30,000,000)           -
                             -----------  -----------  -----------  ------------
Net income (loss)                310,485      292,264  (29,665,786)    (994,113)

Less non-cash Series D and E
  preferred stock dividends     (249,759)           -     (634,613)    (472,494)
Plus benefit of redemption of
  Series D stock                       -            -            -      796,000
                             -----------  -----------  -----------  ------------

Net income (loss) attributable
  to common stockholders     $    60,726  $   292,264 $(30,300,399) $  (670,607)
                             ===========  ===========  ===========  ============

Basic income (loss) per common share:
   Income (loss) attributable
    to common stockholders   $      0.01  $      0.03 $      (0.03) $     (0.07)
   Cumulative effect of an
    accounting change                  -            -        (3.33)           -
                             -----------  -----------  -----------  ------------
   Net income (loss) attributable
    to common stockholders   $      0.01  $      0.03 $      (3.36) $     (0.07)
                             ===========  ===========  ===========  ============

Diluted income (loss) per common share:
   Income (loss) attributable
    to common stockholders   $      0.01  $      0.03 $      (0.03) $     (0.07)
   Cumulative effect of an
    accounting change                  -            - $      (3.33)           -
                             -----------  -----------  -----------  ------------
   Net income (loss)
    attributable to common
    stockholders             $      0.01  $      0.03 $      (3.36) $     (0.07)
                             ===========  ===========  ===========  ============
See accompanying notes.

                                       28
<page>