================================================================

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


                            FORM 10-Q


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

          For the quarterly period ended March 31, 2000

                               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)


        1101 Herr Lane                         40222
     Louisville, Kentucky                    (Zip Code)
(Address of principal executive offices)

                          502-412-5600
      (Registrant's telephone number, including area code)


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

     As of April 30, 2000, 7,324,550 shares of the Registrant's
common stock, $.001 par value, were issued and outstanding.

=================================================================

<PAGE>
<PAGE>
                   THERMOVIEW INDUSTRIES, INC.
                        TABLE OF CONTENTS


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






<PAGE>
<PAGE>
ITEM 1.  FINANCIAL STATEMENTS

                        THERMOVIEW INDUSTRIES, INC.
                   CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               MARCH 31,
                                                 DECEMBER 31,     2000
                                                     1999     (UNAUDITED)
                                                 ------------ -----------

<S>                                             <C>           <C>
ASSETS
Current assets:
 Cash and equivalents                           $ 3,331,721   $ 1,028,614
 Receivables:
  Trade                                           5,062,127     3,440,575
  Finance                                            60,000        50,674
  Related party                                      55,554        40,228
  Other                                             337,482       358,119
 Costs in excess of billings on
  uncompleted contracts                           1,274,073     1,715,232
 Inventories                                      2,300,643     2,497,802
 Prepaid expenses and other current assets          342,978       575,042
 Deferred income taxes                              322,000       322,000
                                                -----------   -----------
Total current assets                             13,086,578    10,028,286

Property and equipment, net                       3,679,179     3,767,633

Other assets:
 Goodwill, net                                   74,162,341    72,117,524
 Deferred income taxes                            1,406,000     2,661,000
 Finance receivables                                932,411       978,804
 Other assets                                       704,675       579,271
                                                -----------   -----------
                                                 77,205,427    76,336,599
                                                -----------   -----------

Total assets                                    $93,971,184   $90,132,518
                                                ===========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                               $ 3,444,402   $ 3,163,714
 Due to seller of acquired business               1,000,000             -
 Accrued expenses                                 3,278,924     3,827,478
 Billings in excess of costs on
  uncompleted contracts                             930,732     1,779,229
 Income taxes payable                               116,784       108,984
 Current portion of long-term debt                  358,920       322,033
                                                -----------   -----------
Total current liabilities                         9,129,762     9,201,438

Long-term debt                                   21,399,874    21,786,671
Due to sellers of acquired businesses             7,085,000     7,085,000
Other long-term liabilities                          32,542        29,791

Mandatorily redeemable Series C convertible
 preferred stock, $.001 par value (aggregate
 redemption amount and liquidation preference
 of $6,000,000); 25,000 shares authorized;
 6,000 shares issued and outstanding              4,648,550     5,074,985

Stockholders' equity:
 Preferred stock, 50,000,000 shares authorized:
  Series A, $.001 par value; none issued                  -             -
  Series B, $.001 par value; none issued                  -             -
 Common stock, $.001 par value; 100,000,000
  shares authorized 7,389,592 shares issued
  and outstanding at December 31, 1999 and
  7,324,550 shares issued and outstanding at
  March 31, 2000                                      7,390         7,325
 Paid-in capital                                 59,794,361    57,968,722
 Accumulated deficit                             (8,126,295)  (11,021,414)
                                                -----------   -----------
Total stockholders' equity                       51,675,456    46,954,633
                                                -----------   -----------

Total liabilities and stockholders' equity      $93,971,184   $90,132,518
                                                ===========   ===========
</TABLE>
See accompanying notes.



                                     1


<PAGE>
<PAGE>
                        THERMOVIEW INDUSTRIES, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)

<TABLE>
<CAPTION>
                                                FOR THE THREE MONTHS ENDED
                                                        MARCH 31,
                                                --------------------------
                                                    1999         2000
                                                    ----         ----

<S>                                             <C>           <C>
Revenues                                        $21,749,817   $21,476,416

Cost of revenues earned                           9,764,255    10,382,077
                                                -----------   -----------

Gross profit                                     11,985,562    11,094,339

Selling, general and administrative expenses     11,542,197    13,088,053
Depreciation expense                                203,205       262,566
Amortization expense                                859,907       868,641
                                                -----------   -----------

Loss from operations                               (619,747)   (3,124,921)

Interest expense                                   (411,624)   (1,093,320)
Interest income                                      62,331        68,122
                                                -----------   -----------

Loss before income taxes                           (969,040)   (4,150,119)

Income tax benefit                                  133,000     1,255,000
                                                -----------   -----------

Net loss                                           (836,040)   (2,895,119)

Less preferred stock dividends:
 Cash                                               424,730       100,800
 Non-cash                                                 -       469,635
                                                -----------   -----------

Net loss attributable to common stockholders    $(1,260,770)  $(3,465,554)
                                                ===========   ===========

Basic and diluted loss per common share         $     (0.27)  $     (0.44)
                                                ===========   ===========

Weighted average shares outstanding               4,686,829     7,918,955
                                                ===========   ===========
</TABLE>
See accompanying notes.



                                     2


<PAGE>
<PAGE>
                        THERMOVIEW INDUSTRIES, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (UNAUDITED)

<TABLE>
<CAPTION>
                                                FOR THE THREE MONTHS ENDED
                                                        MARCH 31,
                                                --------------------------
                                                   1999          2000
                                                   ----          ----


<S>                                             <C>           <C>
OPERATING ACTIVITIES
Net loss                                        $  (836,040)  $(2,895,119)
Adjustments to reconcile net loss to
 net cash provided by (used in) operations:

 Depreciation and amortization                    1,063,112     1,131,207

 Deferred income taxes                             (204,000)   (1,255,000)

 Accretion of debt discount                               -       399,999

 Changes in operating assets and liabilities      1,173,137     1,854,422
                                                -----------   -----------

Net cash provided by (used in)
 operating activities                             1,196,209      (764,491)

INVESTING ACTIVITIES

Acquisitions of businesses, net of
 cash acquired                                  (12,930,033)   (1,027,351)

Payments for purchase of property and equipment    (973,392)     (351,020)

Other                                                58,293        (9,356)
                                                -----------   -----------

Net cash used in investing activities           (13,845,132)   (1,387,727)

FINANCING ACTIVITIES

Increase in long-term debt                       13,820,000             -

Payments of long-term debt                          (40,989)      (50,089)

Preferred stock dividends paid in cash                    -      (100,800)

Other                                               (15,000)            -
                                                -----------   -----------

Net cash provided by (used in)
 financing activities                            13,764,011      (150,889)
                                                -----------   -----------

Net increase (decrease) in cash
 and equivalents                                  1,115,088    (2,303,107)

Cash and equivalents at beginning of period       1,302,797     3,331,721
                                                -----------   -----------

Cash and equivalents at end of period           $ 2,417,885   $ 1,028,614
                                                ===========   ===========

</TABLE>
See accompanying notes.



                                     3


<PAGE>
<PAGE>
                   THERMOVIEW INDUSTRIES, INC.
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                         MARCH 31, 2000
                           (UNAUDITED)

1.   BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial
statements of ThermoView Industries, Inc. ("ThermoView" or "the
Company"), have been prepared in accordance with accounting
principles generally accepted in the United States for interim
financial information and with the instructions in Article 10 of
Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by accounting principles
generally accepted in the United States for complete financial
statements.  In the opinion of management, all adjustments
(consisting of normal recurring accruals), considered necessary
for a fair presentation have been included.  ThermoView's
business is subject to seasonal variations.  The demand for
replacement windows and related home improvement products is
generally lower during the winter months due to inclement
weather.  Demand for replacement windows is generally higher in
the second and third quarters.  Operating results for the three
month period ended March 31, 2000, are not necessarily indicative
of the results that may be expected for the year ended December
31, 2000.

     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, 1999.

     Results of operations for the three month period ended March
31, 1999, include the operating results of the Thermo-Shield
Companies for March only since they were acquired effective March
1, 1999.  Assuming Thermo-Shield Companies had been acquired as
of January 1, 1999, the Company's consolidated net revenues and
net loss would have been $24,251,633 and $808,080, respectively,
for the three months ended March 31, 1999 on a pro forma basis.

2.   INVENTORIES

     Inventories consist principally of components for the
manufacturing of windows such as glass, vinyl and other
composites.

3.   LOSS PER COMMON SHARE

     Loss per common share is calculated in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings Per Share."  The Company calculates basic earnings per
common share using the weighted average number of shares
outstanding for the period.  The weighted average number of
shares outstanding for the three month period ended March 31,
2000, 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
for the three month periods ended March 31, 1999 and 2000, common
share equivalents outstanding would be anti-dilutive, and as
such, have not been included in weighted average shares
outstanding.

                                4



<PAGE>
<PAGE>
                   THERMOVIEW INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                         MARCH 31, 2000
                           (UNAUDITED)

4.   INCOME TAXES

     The benefit for income taxes for the three month periods
ended March 31, 1999 and 2000 differs from the amount computed by
applying the statutory U.S. Federal income tax rate to loss
before income taxes primarily as a result of state taxes and non-
deductible goodwill amortization.

5.   SEGMENT INFORMATION

     For the three month periods ended March 31, 1999 and 2000,
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

     The financial services segment finances credit sales of the
retail segment.

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

<TABLE>
<CAPTION>
       FOR THE THREE MONTHS          MANU-                  FINANCIAL
       ENDED MARCH 31, 1999        FACTURING     RETAIL      SERVICES    CORPORATE   CONSOLIDATED
       --------------------        ---------     ------      --------    ---------   ------------

<S>                               <C>         <C>           <C>          <C>          <C>
Revenues from external customers  $ 1,258,886 $20,472,916   $   18,015   $        -   $21,749,817
Intersegment revenues               1,855,789           -            -            -     1,855,789
Income (loss) from operations         (46,290)    676,376      (80,946)  (1,168,887)     (619,747)
Total assets                       11,176,926  67,891,270    1,003,675    2,497,166    82,569,037

</TABLE>

                                   5


<PAGE>
<PAGE>
                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)
                                 MARCH 31, 2000
                                   (UNAUDITED)


5.   SEGMENT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>

       FOR THE THREE MONTHS          MANU-                  FINANCIAL
       ENDED MARCH 31, 2000        FACTURING     RETAIL      SERVICES    CORPORATE   CONSOLIDATED
       --------------------        ---------     ------      --------    ---------   ------------

<S>                               <C>         <C>           <C>          <C>          <C>
Revenues from external customers  $ 1,050,047 $20,413,441   $   12,928   $        -   $21,476,416
Intersegment revenues               1,693,030            -           -            -     1,693,030
Income (loss) from operations        (651,729) (1,100,699)     (77,396)  (1,295,096)   (3,124,921)
Total assets                       11,462,480  73,931,787    1,141,486    3,596,765    90,132,518
</TABLE>


6.   FINANCING ARRANGEMENTS

     The Company is required to maintain certain financial ratios
and to comply with various other covenants and restrictions under
the terms of its financing agreements, including restriction as
to the payment of dividends, other than certain preferred stock
dividends, and the incurrence of additional indebtedness.  The
Company violated covenants at December 31, 1999 and through March
30, 2000.  The Company's principal lenders, PNC Bank, N.A., and
GE Capital Equity Investments, Inc. ("GE"), have waived these
covenant violations and have reset financial covenants to
accommodate compliance at March 31, 2000, and in the future.

     On April 14, 2000, PNC Bank, N.A., extended the maturity
date of ThermoView's $15 million credit facility from January 1,
2001 to May 1, 2001.  Four stockholders of the Company (two of
whom are also officers and directors of the Company) also agreed
to guarantee a total of $3 million of the credit facility for
fees equal to an annual rate of 5% from April 2000 through June
2000 and 10% thereafter subject to Board of Director approval.

7.   CONTINGENCIES

     The Company entered into a 90-day listing agreement in
October 1999 with IPO.COM, Inc. under which the Company
authorized IPO.COM to include its prospectus on the IPO.COM web
site. In addition to hosting the Company's prospectus, IPO.COM
provided summary material relating to the Company and its initial
public offering on its web site. The IPO.COM web site also
provided a direct link to the Company's web site. Although the
Company did not intend to create an agency relationship with
IPO.COM, and while the Company believes that IPO.COM is not and
has not acted as its agent, the listing agreement may have
created an agency relationship. If IPO.COM is deemed the
Company's agent pursuant to the listing agreement, the summarized
material contained in the IPO.COM web site relating to the
Company and its initial public offering and the information
contained in the Company's web site could constitute a prospectus
that does not meet the requirements of the Securities Act of
1933. If the summarized materials relating to the Company in the
IPO.COM web site or the materials contained in the Company's web
site did constitute a violation of the Securities Act of 1933,
investors in the initial public offering would have the right,
for a period of one year from the date of their purchase of
common stock, to obtain recovery of the consideration they paid
for their common stock or, if these persons had already sold the
common stock, to sue the Company for damages resulting from their
purchase of common

                                6


<PAGE>
<PAGE>
                   THERMOVIEW INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                         MARCH 31, 2000
                           (UNAUDITED)


7.   CONTINGENCIES (CONTINUED)

stock. These damages could total up to approximately $6.9
million, plus interest, if these investors seek recovery or
damages after an entire loss of their investment. Any recovery or
damages could adversely impact the Company's liquidity during the
period in which a refund is paid. Although the Company cannot be
certain as to the ultimate disposition of this matter, it is the
opinion of the Company's management, based upon the information
available to it, that the expected outcome of this matter will
not significantly affect the results of operations and financial
condition of the Company.

     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 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 has filed a notice to
dismiss certain claims and an answer denying liability in the
remainder of the claims. The parties have not conducted discovery
in connection with the allegations, and no hearing or trial is
scheduled. 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.

     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.

8.   SUBSEQUENT EVENTS

     In April 2000, the Company completed negotiations to satisfy
its obligations under certain earn-out provisions with previous
owners of the Company's subsidiaries.  As a result of the
negotiations, the Board of Directors authorized 1,500,000 shares
of 12% Series D cumulative preferred stock ($.001 par value and
$5.00 stated value), and the Company then issued 1,417,000 shares
to the previous owners in lieu of cash to satisfy $7,085,000 of
obligations to them.  This amount has been classified as a
noncurrent amount due to sellers of acquired businesses in the
accompanying condensed consolidated balance sheets, since it has
been refinanced with preferred stock.  An additional 22,316
shares of Series D preferred stock will be issued to compensate
the previous owners for interest earned amounting to


                                7



<PAGE>
<PAGE>
                   THERMOVIEW INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                         MARCH 31, 2000
                           (UNAUDITED)


8.   SUBSEQUENT EVENTS (CONTINUED)

$111,580 prior to settlement of the obligations.  The Series D
preferred stock is senior to the common stock of the Company and
is on parity with the Series C preferred stock.  The Series D
preferred stock will pay cumulative dividends at the rate of $.60
per share annually, or an annual rate of 12%, subject to the
availability of such funds and the consent of the senior lender
of the Company.  The Series D preferred stock has an aggregate
liquidation preference of $7,196,580 plus accumulated and unpaid
dividends.  The shares of Series D preferred stock are redeemable
by the Company at its option, in whole or in part, for cash or
common stock that equals the liquidation value of the shares
redeemed.  The shares of Series D preferred stock are not
convertible into common stock, have no voting rights and contain
no registration rights.  A venture capital firm loaned one of the
previous owners $1,500,000 at 12% interest, and collateralized
the loan with the previous owner's 1,113,500 shares of 12% Series
D cumulative preferred stock.  A stockholder, who also is an
officer and director of the Company, and a stockholder and former
director of the Company have an ownership interest in the venture
capital firm.

     The Company's mandatorily redeemable Series C preferred
stock agreement contains terms that require increases in the
number of common shares exercisable under stock purchase warrants
and adjustments to the exercise price of such warrants, as well as
increases in the number of common shares issuable upon conversion of
the preferred shares, in certain circumstances.  Also, the GE
subordinated debt agreement contains terms that require increases
in the number of common shares exercisable under a stock purchase
warrant in certain circumstances. In May 2000, one of the
stipulated circumstances occurred causing increases.
Accordingly, the two funds holding the mandatorily redeemable
preferred stock now have warrants to purchase 600,000 shares
(increased from 400,000 shares) of common stock at $12.00 per
share (reduced from $18.00 per share) and are entitled to convert
their preferred shares into 500,000 shares (increased from
400,000 shares) of common stock.  Also, GE now has warrants to
purchase 561,343 shares (increased from 555,343 shares) of common
stock at $.03 per share.  An additional 306,000 shares of common
stock have been reserved for future issuance to accommodate the
foregoing reset provisions.

                                8



<PAGE>
<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,
RESTRICTIONS IMPOSED BY OUR LINE OF CREDIT AND SUBORDINATED DEBT,
CONSUMER FINANCE DIVISION LOSSES, QUALITY CONTROL OF THE
MANUFACTURING OF OUR PRODUCTS AND DELAYS IN THEIR DELIVERY, AND
OUR INABILITY TO MEET OBLIGATIONS TO THE FORMER OWNERS OF
ACQUIRED BUSINESSES FOR SATISFYING FUTURE PERIOD FINANCIAL
TARGETS.

     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.  Any capitalized terms used
but not defined in this Item have the same meaning given to them
in the Form 10-K.

OVERVIEW

     We design, manufacture, sell and install custom vinyl
replacement windows for residential and retail commercial
customers. We also sell and install replacement doors, home
textured coatings, vinyl siding, patio decks, patio enclosures,
cabinet refacings and kitchen and bathroom remodeling products.
We have financed a portion of our customers' purchases through
Key Home Credit, our consumer finance subsidiary. We anticipate a
greater reliance on strategic relationships with unaffiliated
companies to improve our operations in the manufacturing and
financial services business segments.

BUSINESS SEGMENTS

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

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


                                9


<PAGE>
<PAGE>
segment represents revenues after deducting product and
installation labor costs.

     MANUFACTURING. Our manufacturing segment consists of our
subsidiaries that manufacture and sell vinyl replacement windows
to our retail segment and to unaffiliated customers. Sales from
the manufacturing segment to our retail segment have been a
larger percentage of our manufacturing revenues in recent years,
however, we do not expect this trend to continue as we anticipate
more of our retail subsidiaries will obtain windows manufactured
from unaffiliated vendors. We believe that with our present
retail volume, we can achieve lower product cost and more
consistent product quality by outsourcing to high volume window
manufacturers rather than to expand our internal manufacturing.
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.

     Consistent with our shift to outsourced manufacturing, our
Board of Directors in January 2000 authorized us to seek buyers
for our two manufacturing subsidiaries. We do not intend to
dispose of these subsidiaries if the transaction would result in
a loss to ThermoView.

     FINANCIAL SERVICES. Our financial services segment
facilitates the credit sales of our retail segment. We are
currently focusing the business of this segment on making
consumer credit providers available to our customers in exchange
for broker fees from third-party consumer finance companies.

                               10

<PAGE>
<PAGE>
HISTORICAL RESULTS OF OPERATIONS

       THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS
ENDED MARCH 31, 2000

<TABLE>
<CAPTION>
                                                FOR THE THREE MONTHS ENDED
                                                        MARCH 31,
                                                --------------------------
                                                   1999           2000
                                                   ----           ----
                                                      (IN THOUSANDS)

<S>                                               <C>            <C>
Revenues ......................................   $21,750        $21,476
Cost of revenues earned .......................     9,764         10,382
                                                  -------        -------

Gross profit ..................................    11,986         11,094
Selling, general and administrative expenses ..    11,543         13,088
Depreciation expense ..........................       203            262
Amortization expense ..........................       860            869
                                                  -------        -------

Loss from operations ..........................      (620)        (3,125)
Interest expense ..............................      (411)        (1,093)
Interest income ...............................        62             68
                                                  -------        -------

Loss before income taxes ......................      (969)        (4,150)
Income tax benefit ............................       133          1,255
                                                  -------        -------

Net loss ......................................      (836)        (2,895)

Less preferred stock dividends:
 Cash .........................................       425            101
 Non-cash .....................................         -            470
                                                  -------        -------

Net loss attributable to common stockholders ..   $(1,261)       $(3,466)
                                                  =======        =======
</TABLE>

     REVENUES.  Revenues decreased from $21.8 million in the
first quarter of 1999 to $21.5 million in the first quarter of
2000.  Although revenues decreased only $300,000, there were
significant fluctuations in quarterly revenues for certain
subsidiaries.  Precision Window Mfg., Inc., one of our
manufacturers, and four of the retailers to which it provides
windows, The Rolox Companies, Primax Window Co., ThermoView of
Missouri and ThermoView of California, collectively reported $1.4
million less revenues in the first quarter of 2000 than in the
similar period in 1999.  This was due to a significant decline in
production during the first quarter 2000 relocation of our
Precision manufacturing plant in St. Louis, Missouri. Precision's
production decline not only reduced revenues of Precision, but
also caused revenue reductions at the four retail operations due
to Precision's inability to produce and deliver windows during
the plant relocation.  We restored production at Precision to
more normal levels early in the second quarter of 2000.

     The revenue reduction discussed above was offset by $1.6
million more revenue reported in the first quarter of 2000 by
Thermo-Shield, our Illinois subsidiary.  We purchased Thermo-
Shield on March 1, 1999.  Accordingly, the first quarter of 1999
included only one month of revenue for Thermo-Shield compared to
three months of revenue in 2000.

                               11


<PAGE>
<PAGE>
     GROSS PROFIT.  Gross profit, which represents revenues less
cost of revenues earned, decreased from $12.0 million in the
first quarter of 1999 to $11.1 million in the first quarter of
2000. The decline in manufacturing output and corresponding
revenue reduction experienced by Precision and the four retail
subsidiaries negatively impacted gross profit. Thermo-Shield's
two additional months of operating results in the first quarter
of 2000 partially offset this reduction in gross profit.

     Cost of revenues earned includes the cost of glass, vinyl,
hardware, fabrication labor and manufacturing overhead for the
manufacturing segment.  For the retail segment, cost of revenues
earned includes the cost of vinyl windows, doors, textured
coating, vinyl siding, and other home improvement products
purchased plus installation costs and other indirect materials
and labor.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling,
general and administrative expenses increased from $11.5 million
in the first quarter of 1999 to $13.1 million in the first
quarter of 2000.  The $1.6 million increase in selling, general
and administrative expenses is largely due to two more months of
Thermo-Shield's operations in the first quarter of 2000 causing
an increase over the first quarter of 1999 of $1.2 million, and
additional corporate office expenses in the first quarter of 2000
over the first quarter of 1999 amounting to approximately
$300,000.  The higher corporate expenses in the first quarter of
2000 are principally due to consulting fees and other professional
services.

     Selling, general and administrative expenses include sales
commissions, advertising expenses, rent expense, corporate
operating costs and other general and administrative expense.

     DEPRECIATION EXPENSE.  Depreciation expense increased from
$203,000 in the first quarter of 1999 to $262,000 in the first
quarter of 2000 as a result of recent capital expenditures,
particularly related to our Precision manufacturing plant.

     AMORTIZATION EXPENSE.  Amortization expense increased from
$860,000 in the first quarter of 1999 to $869,000 in the first
quarter of 2000.  Although there were increases in amortization
expense in the first quarter of 2000 at several of the
subsidiaries as the former owners secured an increase to our
purchase price of their entities by achieving post-acquisition
earnings targets, amortization at the corporate level decreased
in the first quarter of 2000 as a result of lower amortization of
deferred loan costs.

     INTEREST EXPENSE.  Interest expense increased from $411,000
in the first quarter of 1999 to $1.1 million in the first quarter
of 2000 primarily as a result of interest on the $10.0 million
senior subordinated promissory note with GE Capital, which began
accruing in mid-1999.

     INCOME TAX BENEFIT.  The benefit for income taxes in the
first quarter of 1999 and the first quarter of 2000 differs from
the amount computed by applying the statutory U.S. Federal income
tax rate to loss before income taxes primarily as a result of
state taxes and non-deductible goodwill amortization.

     As of March 31, 2000, we had deferred income tax assets of
$3 million. Because of cost reductions, lower product costs
expected because of outsourcing manufacturing, the introduction
of new products and various other

                               12


<PAGE>
<PAGE>
performance improvements, we believe it is more likely than not
that our future taxable income will be sufficient to enable us to
realize these deferred income tax assets.

     CASH DIVIDENDS.  The cash dividends of $425,000 in the first
quarter of 1999 represent dividends paid on our Series A and
Series B preferred stock, which converted into shares of our
common stock effective December 31, 1999.  The cash dividends of
$101,000 in the first quarter of 2000 represent dividends paid on
our mandatorily redeemable Series C convertible preferred stock.

     NON-CASH DIVIDENDS.  Non-cash dividends of $470,000 in the
first quarter of 2000 represent accretion of the discount on the
mandatorily redeemable Series C preferred stock related to the
value of the detachable stock purchase warrants issued to the
Series C preferred stockholders.

LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 2000, we had cash and equivalents of $1.0
million, working capital of $841,000, $21.8 million of long-term
debt, net of current maturities, $7.1 million of non-current
amounts due to sellers of acquired businesses, and $5.1 million
of mandatorily redeemable preferred stock.  Our operating
activities for the three months ended March 31, 2000, used
$764,000 of cash.  Our operating activities for the three months
ended March 31, 1999, provided $1.2 million of cash.

     The use of cash for investing activities for the three
months ended March 31, 2000, relates primarily to additional
consideration paid under terms of a 1999 acquisition agreement
which accounts for the use of $1.0 million of cash.  Investing
activities also included investments in property and equipment of
$351,000 in the three months ended March 31, 2000.  During the
three months ended March 31, 1999, we used $12.9 million for
acquisitions and invested $1.0 million in property and equipment.

     We used $151,000 in cash to finance activities in the three
months ended March 31, 2000, comprised of $101,000 for preferred
stock dividends and $50,000 for repayment of debt.  The major
sources of cash provided by financing activities for the three
months ended March 31, 1999, were borrowings from our PNC Bank
credit facility of $8.7 million and related party borrowings of
$5.1 million.

     On April 14, 2000, PNC Bank extended the maturity date of
our $15 million credit facility from January 1, 2001, to May 1,
2001. On or before May 1, 2001, we anticipate either extending
the term of the credit facility or refinancing it. Pursuant to
the terms of the line of credit, at any one time, the aggregate
unpaid principal amount of advances under the line of credit
shall not exceed the lesser of $15.0 million, or our earnings
before interest, income taxes, depreciation and amortization, as
defined in the loan documents, for the immediately preceding four
fiscal quarters from our most recent financial statements
multiplied by 4.6 as of March 31, 2000, 4.5 as of June 30, 2000
and 3.5 as of September 30, 2000 and thereafter.

     We have secured the line of credit by substantially all of
our personal property and by a pledge to PNC Bank of all of our
ownership interests in our subsidiaries. The line of credit
requires that any company acquired by us must become a borrower
under the line of credit. Additionally, the line of credit
obligates us to pay a quarterly unused loan fee and other fees
and

                               13


<PAGE>
<PAGE>
expenses. Four of our stockholders, two of whom are also our
executive officers and directors, also agreed to guarantee $3
million of the credit facility for fees equal to an annual rate
of 5% from April 2000 through June 2000 and 10% thereafter
subject to Board of Director approval.

     As of the date of this Form 10-Q, we have borrowed the
entire amount available to us under the line of credit.

     Our line of credit with PNC Bank and subordinated debt owed
to GE Capital require us to comply with affirmative and negative
covenants. We must maintain various financial ratios and these
lenders may restrict us from incurring other debt. We may not pay
dividends on our common stock while the line of credit and the
subordinated debt are outstanding. We are also subject to other
restrictions, including restrictions pertaining to significant
corporate transactions and management changes.

     If we default under the line of credit, PNC Bank could,
among other items, cease all advances, accelerate all amounts
owed to PNC Bank and increase the interest rate on the line of
credit. If we default under the subordinated debt documents, GE
Capital could, among other items, accelerate all amounts owed to
GE Capital, subject to the rights of PNC Bank as our senior
lender under the line of credit. Under either the PNC Bank line
of credit or the GE Capital subordinated 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 PNC
Bank and on a subordinated basis to GE Capital.

     We violated PNC Bank and GE Capital covenants at December
31, 1999, and through March 30, 2000. The covenant violations
resulted largely from losses during the twelve-month period prior
to covenant measurement dates. Because of losses, we currently
have no excess cash available for unanticipated working capital
purposes. PNC Bank and GE Capital have waived these covenant
violations as of December 31, 1999 and through March 30, 2000,
and have reset financial covenants to accommodate compliance at
March 31, 2000, and in the future.

     As of December 31, 1999, we owed $8,085,000 to previous
owners of our subsidiaries for additional consideration under
terms of our acquisition agreements. In February 2000, we paid $1
million cash towards these obligations. In April 2000, we
negotiated agreements with the previous owners for the issuance
of 1,417,000 shares of our 12% Series D cumulative preferred
stock with a liquidation value of $5.00 per share in lieu of the
remaining $7,085,000 obligation due to them. We also agreed to
issue an additional 22,316 shares of our Series D preferred stock
to compensate the previous owners for interest earned in an
amount equal to $111,580 prior to settlement of the obligations.
Our Series D preferred stock will pay cumulative dividends at the
rate of $.60 per share annually, subject to the availability of
such funds and the consent of PNC Bank.

     We incurred significant operating losses in the first
quarter of 2000 resulting largely from a significant decline in
production during the relocation of our Precision manufacturing
plant in St. Louis, Missouri. The production decline at Precision
also caused losses at a number of our retail operations due to
Precision's inability to deliver windows. We restored production
to normal levels early in the second quarter of 2000. The reduced
pace of installing windows by our retail operations in the first
quarter did contribute to a higher revenue backlog for our second
quarter.

                               14


<PAGE>
<PAGE>
     In spite of these losses, we believe that our cash flow from
operations will allow us to meet our anticipated needs during at
least the next 12 months for:

     *    payment of the interest on our line of credit and
          subordinated debt;

     *    payment of dividends due on our Series C and Series D
          preferred stock;

     *    working capital requirements; and

     *    planned property and equipment capital expenditures.

     Originally, we intended to continue our acquisition program
with a combination of cash, common stock and seller debt used to
finance the primary portion of consideration and we anticipated
the cash needed for acquisitions to come principally from an
expanded bank line and future common stock offerings. Currently,
we do not have an expanded bank line nor do we anticipate a
common stock offering in the near term to fund acquisitions or
unanticipated operating needs. For the near term, we have decided
to focus on improving the profitability of our existing
operations, opening new locations and expanding the market areas
of our existing retail subsidiaries while pursuing high quality
acquisition targets.

     We will need additional sources of financing to open new
locations and expand the market areas of our existing retail
subsidiaries. Any required additional financing may not be
available on terms favorable to us, or at all. If adequate funds
are not available on acceptable terms, we may be unable to fund
additional acquisitions, successfully promote our products, open
new locations, or develop new or enhanced products, any of which
could lower our revenues and net income, if we achieve
profitability in the future. If we raise additional funds by
issuing equity securities, stockholders may experience dilution
of their ownership interest and the newly issued securities may
have rights superior to those of our common stock. If we issue or
incur debt to raise funds, we may be subject to limitations on
our operations.

     We will pay dividends on the Series C and Series D preferred
stock, subject to the consent of PNC Bank in connection with the
Series D preferred stock, until the shares are redeemed or
converted.

PENDING LITIGATION

     ThermoView does not anticipate any significant adverse
effect on our results of operations or cash flow through December
2000 because of the Pro Futures litigation described in Part II -
Other Information, Item 1. Legal Proceedings. Although ThermoView
believes the claims in this litigation are without merit and
intends to vigorously defend the suit, an adverse outcome,
thereafter, in this action could have a material adverse effect
on our results of operations and cash flow.

     THE SHARES IN THE INITIAL PUBLIC OFFERING MAY HAVE BEEN
OFFERED OR SOLD IN VIOLATION OF THE SECURITIES ACT OF 1933

     ThermoView entered into a 90-day listing agreement in
October 1999 with IPO.COM, Inc. under which ThermoView authorized
IPO.COM to include its

                               15


<PAGE>
<PAGE>
prospectus on the IPO.COM web site. In addition to hosting
ThermoView's prospectus, IPO.COM provided summary material
relating to ThermoView and its initial public offering on its web
site. The IPO.COM web site also provided a direct link to the
ThermoView web site. Although ThermoView did not intend to create
an agency relationship with IPO.COM, and while ThermoView
believes that IPO.COM is not and has not acted as its agent, the
listing agreement may have created an agency relationship. If
IPO.COM is deemed ThermoView's agent pursuant to the listing
agreement, the summarized material contained in the IPO.COM web
site relating to ThermoView and the initial public offering and
the information contained in the ThermoView web site could
constitute a prospectus that does not meet the requirements of
the Securities Act of 1933. If the summarized materials relating
to ThermoView in the IPO.COM web site or the materials contained
in the ThermoView web site did constitute a violation of the
Securities Act of 1933, investors in the initial public offering
would have the right, for a period of one year from the date of
their purchase of common stock, to obtain recovery of the
consideration they paid for their common stock or, if these
persons had already sold the common stock, to sue ThermoView for
damages resulting from their purchase of common stock. These
damages could total up to approximately $6.9 million, plus
interest, based on the initial public offering price of $5.50 per
share for 1,255,000 shares, if these investors seek recovery or
damages after an entire loss of their investment. Any recovery or
damages could adversely impact ThermoView's liquidity during the
period in which a refund is paid. Although ThermoView cannot be
certain as to the ultimate disposition of this matter, it is the
opinion of ThermoView's management, based upon the information
available to it, that the expected outcome of this matter will
not significantly affect the results of operations and financial
condition of ThermoView.

YEAR 2000

     During 1999, management completed the process of preparing
for the Year 2000 date change. This process involved identifying
and remediating date recognition problems in computer systems,
software and other operating equipment, working with third
parties to address their Year 2000 issues, and developing
contingency plans to address potential risks in the event of Year
2000 failures. To date, ThermoView has successfully managed the
transition.

     Although considered unlikely, unanticipated problems in
ThermoView's core business processes, including problems
associated with non-compliant third parties and disruptions to
the economy in general, could still occur despite efforts to date
to remediate affected systems and develop contingency plans.
Management will continue to monitor all business processes,
including interaction with ThermoView's customers, vendors and
other third parties, throughout 2000 to address any issues and
ensure all processes continue to function properly.

     The costs to us for compliance with year 2000 issues
consisted of our fee to our outside consultant for the
development and management of the assessment program, and the
costs associated with the purchase of software upgrades and
replacement equipment. To date, we have paid $101,500 to our
outside consultant and $158,800 for the upgrade and replacement
of software and equipment. We anticipate minimal future costs for
the upgrade and replacement of software and equipment. These
costs do not include wages and benefits paid to our personnel
that utilize their time for the assessment program. We are
funding costs of remediation from operations. We are charging the
costs associated with remediation as current expenses with the
exception of the costs of replacing software and equipment which
are capitalized.

                               16


<PAGE>
<PAGE>
SEASONALITY

     Historically, our results of operations have fluctuated on a
seasonal basis. We have experienced lower levels of sales and
profitability during the period from mid-November to mid-March,
impacting the first and fourth quarters of each year. Inclement
weather conditions in the winter and spring months in our markets
located in the north central United States, which limit our
ability to install exterior home improvement products, reduces
demand for windows, doors, vinyl siding and related products. Our
intention is to expand our southern California markets and to
enter other markets in the Southwest and southern United States
to reduce the impact of seasonality if we have the available
capital.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
       RISK

     Changes in interest rates expose us to market risk. As of
March 31, 2000, approximately 60% of our debt portfolio consisted
of variable-rate debt and approximately 40% consisted of fixed-
rate debt. With respect to the variable-rate debt, a hypothetical
100 basis point increase in interest rates would increase our
annual interest expense by approximately $150,000 as of March 31,
2000.

     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
outstanding at March 31, 2000, a 10% change in interest rates
would not have resulted in a significant change in the fair value
of our fixed-rate debt.


                               17

<PAGE>
<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, 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 has filed a notice to
dismiss certain claims and an answer denying liability in the
remainder of the claims. The parties have not conducted discovery
in connection with the allegations, and no hearing or trial is
scheduled. While ThermoView believes that the claims are without
merit and intends to vigorously defend the suit, it is too early
in the process to predict the likely outcome of the matter.

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

     None.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 5.     OTHER INFORMATION

     Effective May 1, 2000, Delores P. Kesler resigned as a
member of the Board of Directors of ThermoView for health
reasons, subject to acceptance by the ThermoView Board of
Directors.

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 20),
       which index is incorporated herein by reference.

(b)  Reports on Form 8-K.

       None.


                               18



<PAGE>
<PAGE>
                           SIGNATURES

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

                              ThermoView Industries, Inc.



Date:  May 12, 2000           By:  /s/ Stephen A. Hoffmann
                                 -------------------------------
                                   Stephen A. Hoffmann,
                                   Chief Executive Officer
                                   (principal executive officer)


Date:  May 12, 2000           By:  /s/ John H. Cole
                                 -------------------------------
                                   John H. Cole,
                                   Chief Financial Officer
                                   (principal financial and
                                   accounting officer)

                               19



<PAGE>
<PAGE>
                        INDEX TO EXHIBITS

EXHIBIT
NUMBER              DESCRIPTION OF EXHIBITS
------              -----------------------

10.1      --   Agreement regarding earn out, dated as of
               April 14, 2000, by and among registrant and
               Michael S. Haines.
10.2      --   Agreement regarding earn out, dated as of
               April 14, 2000, by and among registrant and
               Bradley A. Smith.
10.3      --   Agreement regarding earn out, dated as of
               April 14, 2000, by and among registrant and Steven
               B. Hoyt.
10.4      --   Agreement regarding earn out, dated as of
               April 14, 2000, by and among registrant and Alvin
               W. Leingang.
10.5      --   Agreement regarding earn out, dated as of
               April 14, 2000, by and among registrant and Rodney
               H. Thomas.
10.6      --   Fifth Amendment to Loan Agreement and
               Amendment to Note, dated as of April 14, 2000, by
               and among Borrowers and PNC Bank, N.A.
10.7      --   Amendment No. 2 and Waiver, dated as of April
               14, 2000, by and between the registrant and GE
               Capital Equity Investments, Inc.
10.8      --   Amendment to Triple Net Lease Agreement,
               dated April 14, 2000, by and between Thomas
               Construction, Inc., and 13397 Lakefront Drive,
               LLC.
10.9      --   Amendment to Furniture and Fixture Lease,
               dated April 14, 2000, by and between Thomas
               Construction, Inc., and Investors Property Holding
               I, LLC.
10.10     --   Window License Agreement, dated as of March
               21, 2000, as amended on April 14, 2000, by and
               between the registrant and Research Frontiers
               Incorporated
27.1      --   Financial Data Schedule




                               20