--------------------------------------------------------------------------------

                                  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, 2002

                                       OR

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

                For the transition period from ______ to ______.

                        Commission File Number 001-15469

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

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


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


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


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

     As of April 30, 2002,  8,625,716 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............................................10
     Item 3. Quantitative and Qualitative Disclosures About Market Risk.......14
Part II Other Information
     Item 1. Legal Proceedings................................................15
     Item 2. Changes in Securities and Use of Proceeds........................16
     Item 3. Defaults Upon Senior Securities..................................16
     Item 4. Submission of Matters to a Vote of Security Holders..............16
     Item 5. Other Information................................................16
     Item 6. Exhibits and Reports on Form 8-K.................................16
-----




<PAGE>



Item 1.  Financial Statements

                           ThermoView Industries, Inc.
                      Condensed Consolidated Balance Sheets

                                                     December 31, March 31, 2002
Assets                                                   2001       (Unaudited)
                                                      -----------  -------------
Current assets:
 Cash and equivalents                                 $ 2,387,583  $  2,430,081
 Receivables:
  Trade                                                 3,618,474     3,109,280
  Other                                                   275,400       170,138
 Costs in excess of billings on uncompleted
  contracts                                               973,628       780,268
 Inventories                                            1,749,917     1,967,681
 Prepaid expenses and other current assets                907,881     1,096,836
                                                      ------------  ------------
Total current assets                                    9,912,883     9,554,284

Property and equipment, net                             2,665,382     2,659,002

Other assets:
 Goodwill, net                                         58,358,742    28,358,742
 Other assets                                             263,138       237,818
                                                      -----------   ------------
                                                       58,621,880    28,596,560
                                                      ------------  ------------

Total assets                                          $71,200,145  $ 40,809,846
                                                      ============ =============

Liabilities and stockholders' equity
Current liabilities:
 Accounts payable                                     $ 3,928,781  $  3,604,402
 Accrued expenses                                       2,617,533     2,955,893
 Billings in excess of costs on uncompleted
  contracts                                             1,064,153     1,188,527
 Income taxes payable                                      52,450        52,450
 Current portion of long-term debt                        285,411       292,548
                                                      ------------  ------------

Total current liabilities                               7,948,328     8,093,820

Long-term debt                                         17,631,967    17,857,340
Other long-term liabilities                               368,918       356,263

Mandatorily redeemable preferred stock:
 Series C, $.001 par value, 25,000 shares authorized;
  none issued                                                  --            --
 Series D, $.001 par value (aggregate  redemption
  amount and liquidation preference of $4,929,216 at
  December 31, 2001 and $5,070,785 at March 31, 2002);
  1,500,000 shares authorized; 956,900 shares issued
  and outstanding at December 31, 2001; 966,370
  shares issued and outstanding at March 31, 2002       4,929,216     5,070,785
 Series E, $.001 par value (aggregate  redemption
  amount and liquidation preference of $2,013,677 at
  December 31, 2001 and $2,063,476 at March 31, 2002);
  500,000 shares authorized; 336,600 shares issued
  and outstanding at December 31, 2001; 336,600
  shares issued and outstanding at March 31, 2002       2,013,677     2,063,476

Stockholders' equity:
 Preferred stock, 2,975,000 shares authorized:
  Series A, $.001 par value; none issued                       --            --
  Series B, $.001 par value; none issued                       --            --
 Common stock, $.001 par value; 25,000,000 shares
  authorized; 7,861,702 shares issued and out-
  standing at December 31, 2001 and 8,401,444
  shares issued and outstanding at March 31, 2002           7,861         8,401
 Paid-in capital                                       64,679,509    64,487,601
 Accumulated deficit                                  (26,379,331)  (57,127,840)
                                                      ------------  ------------

Total stockholders' equity                             38,308,039     7,368,162
                                                      ------------  ------------

Total liabilities and stockholders' equity            $ 71,200,145 $ 40,809,846
                                                      ============  ============
See accompanying notes.


                                        1
<PAGE>

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

                                                     For the three months ended
                                                              March 31,
                                                    ----------------------------
                                                         2001            2002
                                                    ------------    ------------

Revenues                                            $ 21,876,421   $ 20,657,262

Cost of revenues earned                               10,909,264     10,322,679
                                                    ------------   ------------

Gross profit                                          10,967,157     10,334,583

Selling, general and administrative expenses          10,582,323     10,147,046
Depreciation expense                                     280,973        273,382
Amortization expense                                     696,224         34,647
                                                    ------------   ------------

Loss from operations                                    (592,363)      (120,492)

Equity in earnings of joint venture                           --         13,184
Interest expense                                      (1,071,412)      (663,300)
Interest income                                           15,972         15,679
                                                    ------------   ------------

Loss before income taxes, extraordinary item and
 cumulative effect of an accounting change            (1,647,803)      (754,929)

Income tax (expense) benefit                             (33,100)         6,420
                                                    ------------   ------------

Loss before extraordinary item and cumulative
 effect of an accounting change                       (1,680,903)      (748,509)

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

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

Net income (loss)                                      5,469,206    (30,748,509)

Less non-cash Series D and E preferred stock
 dividends                                               (49,799)      (191,368)
                                                    ------------   ------------

Net income (loss) attributable to common
 stockholders                                       $  5,419,407   $(30,939,877)
                                                    ============   ============

Basic and diluted income (loss) per common share:
   Loss attributable to common stockholders         $      (0.21)  $      (0.11)
   Extraordinary item                                       0.86           --
   Cumulative effect of an accounting change                --            (3.42)
                                                    ------------   ------------
   Net income (loss) attributable to common
     stockholders                                   $       0.65   $      (3.53)
                                                    ============   ============
See accompanying notes.


                                       2
<PAGE>



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

                                                     For the three months ended
                                                                March 31,
                                                     --------------------------
                                                          2001          2002
                                                          ----          ----


Operating activities
Net income (loss)                                     $ 5,469,206  $(30,748,509)
Adjustments to reconcile net loss to net cash
 provided by (used in) operations:
   Extraordinary item-gain on forgiveness of debt      (7,150,109)           --
   Cumulative effect of an accounting change-charge
    related to impairment of goodwill                          --    30,000,000
   Depreciation and amortization                          977,197       308,029
   Accretion of debt discount                             399,999       197,676
   Interest forgiven                                      360,000            --
   Interest added to principal                            275,000            --
   Changes in operating assets and liabilities            919,113       529,548
                                                      -----------  ------------

Net cash provided by operating activities               1,250,406       286,744

Investing activities
Payments for purchase of property and equipment          (161,890)     (128,790)
Other                                                      90,747        (7,653)
                                                      -----------  ------------

Net cash used in investing activities                     (71,143)     (136,443)

Financing activities
Increase in long-term debt                              7,291,618        14,411
Payments of long-term debt                             (7,774,670)     (122,214)
Proceeds from issuance of warrants                        392,382          --
Financing costs                                          (196,925)         --
                                                      -----------  ------------

Net cash used in financing activities                    (287,595)     (107,803)
                                                      -----------  ------------

Net increase in cash and equivalents                      891,668        42,498
Cash and equivalents at beginning of period               392,326     2,387,583
                                                      -----------  ------------

Cash and equivalents at end of period                 $ 1,283,994  $  2,430,081
                                                      ===========  ============

See accompanying notes.


                                       3
<PAGE>



                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (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,  2002,  are not  necessarily  indicative  of the  results  that may be
expected for the year ended December 31, 2002.

     Certain  reclassifications  have been made to the March 31, 2001, financial
statements   to   conform   with   March   31,   2002,   classifications.    The
reclassifications  have no effect on previously reported net income attributable
to common stockholders.

     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, 2001.

2. Inventories

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

3. Income (Loss) per Common Share

     Income (loss) per common share is calculated in accordance  with  Statement
of Financial  Accounting  Standards  ("SFAS") No. 128, "Earnings Per Share." The
Company  calculates  basic earnings per common share using the weighted  average
number of shares  outstanding  for the period.  The weighted  average  number of
shares  outstanding  for the three month  periods ended March 31, 2001 and 2002,
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 before  preferred  stock  dividends,  extraordinary  item,  and
cumulative  effect of an  accounting  change for the  three-month  periods ended
March  31,  2001  and  2002,  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 CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002
                                   (UNAUDITED)

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

     Weighted average shares outstanding were as follows:

                                                               Weighted Average
                       Period                                 Shares Outstanding
     -----------------------------------------                ------------------
     For the three months ended March 31, 2001                     8,287,804
     For the three months ended March 31, 2002                     8,760,852

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

                                                          Three Months
                                                         Ended March 31,
                                                     2001                2002
                                                     ----                ----
Loss before extraordinary item and cumulative
  effect of an accounting change                $  (1,680,903)     $   (754,929)
Preferred stock dividends                             (49,799)         (191,368)
                                                --------------     -------------
Loss attributable to common stockholders before
  extraordinary item and cumulative effect of
  an accounting change                          $  (1,730,702)     $   (946,297)
                                                ==============     =============

4. Goodwill

     In June 2001, the Financial  Accounting  Standards Board (FASB) issued SFAS
No.  141,  "Business  Combinations,"  and  SFAS No.  142,  "Goodwill  and  Other
Intangible  Assets."  SFAS No. 142 is effective for the Company as of January 1,
2002. Under the new rules,  goodwill and indefinite lived intangible  assets are
no longer  amortized and will be reviewed  annually for  impairment.  Intangible
assets  that are not  deemed  to have an  indefinite  life will  continue  to be
amortized over their useful lives.

     SFAS No. 142 uses a two step process to measure  potential  impairment.  In
the first step, the fair values of the Company's reporting units are compared to
the units' carrying  amounts.  If the fair value of a reporting unit exceeds its
carrying cost, goodwill is not considered impaired. If the carrying cost exceeds
fair value,  a second step is used to determine  the amount of  impairment.  The
second step  determines  the implied fair value of goodwill for a reporting unit
by applying the estimated fair value to the tangible and separately identifiable
intangible  assets and  liabilities  of the reporting  unit,  with any remaining
amount considered goodwill.

     The Company completed the first step analysis under the requirements of the
standard and determined that goodwill was impaired. Fair values of the Company's
reporting units were  determined  using a capitalized  cash flow technique.  The
Company  used an outside  valuation  firm to assist in  developing  the  primary
assumptions,  such as  projected  cash  flows  and  capitalization  rates and to
perform the  valuation  to apply to the  reporting  units.  The Company  defined
reporting unit below the segment level.

     The Company  next  evaluated  its tangible  and  unidentifiable  intangible
assets and liabilities to estimate their fair values. Management determined that
the fair value of tangible assets and  liabilities did not differ  significantly

                                       5
<PAGE>



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

4. Goodwill (Continued)

from book value, and that the Company's intangible assets do not have separately
identifiable  value,  nor do they have  measurable  value if sold in conjunction
with tangible assets.

     As a result of the  analysis,  a charge for  impairment  of goodwill of $30
million has been recorded in the quarter ended March 31, 2002 as the  cumulative
effect of adopting this change in accounting.

     In future  periods  goodwill must be evaluated at least once per year,  and
more frequently under certain conditions. Goodwill impairment in future periods,
if any,  will be charged  to  continuing  operations.  The  Company's  method of
determining  goodwill  impairment is particularly  dependent upon operating cash
flow.

     The loss  attributable  to  common  stockholders  as  reconciled  in Note 3
adjusted to a comparable basis for goodwill amortization is as follows:

                                                             Three Months
                                                            Ended March 31,
                                                    ---------------------------
                                                         2001            2002
                                                         ----            ----
Loss attributable to common stockholders as
 reported in Note 3                               $   (1,730,702)  $   (946,297)
Add back goodwill amortization                           663,065             --
                                                    -------------    ----------
Adjusted loss attributable to common stockholder  $   (1,067,637)  $   (946,297)
                                                    ============     ==========

Basic and diluted loss per common share:
Loss attributable to common stockholders as
 reported                                         $        (0.21)  $      (0.11)
Add back goodwill amortization                              0.08             --
                                                    ------------     ----------
Adjusted loss attributable to common stockholders $        (0.13)  $      (0.11)
                                                    ============     ==========

     Information regarding goodwill by segment is as follows:

                                Manufacturing     Retail Segment       Total
                                   Segment
Carrying amount of goodwill at
 December 31, 2001              $ 4,017,782       $ 54,340,960     $ 58,358,742
Impairment write-off             (2,547,219)       (27,452,781)     (30,000,000)
                                -----------       ------------     ------------
Goodwill at March 31, 2002
 after impairment write-off     $ 1,470,563       $ 26,888,179     $ 28,358,742
                                ===========       ============     ============

5. Segment Information

     For the three month  periods  ended March 31, 2001 and 2002,  the Company's
business units had separate  management teams and  infrastructures  that operate
primarily in the vinyl replacement  windows,  doors and related home improvement
products  industry in various states in the Midwest and in Southern  California.
The business units have been aggregated into two reportable  operating segments:
manufacturing and retail.


                                       6
<PAGE>

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

5. Segment Information (Continued)

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 ended March 31, was as follows:

   For the three months        Manu-
   ended March 31, 2001      facturing      Retail    Corporate    Consolidated
--------------------------  -----------  -----------  -----------  ------------
Revenues from
 external customers ......  $ 1,278,252  $20,581,888  $   16,281   $ 21,876,421
Intersegment revenues ....      144,047         --          --          144,047
Income (loss)
 from operations .........     (139,103)     368,258    (821,517)      (592,363)
Total assets .............    6,984,914   62,906,643   1,251,775     71,143,331

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

6. Contingencies and Commitments

     On March 3, 2000, Pro Futures Bridge Capital Fund,  L.P. and Bridge Capital
Partners,  Inc.  Defined Benefit Pension Plan filed an action titled PRO FUTURES
BRIDGE CAPITAL FUND, L.P. V. THERMOVIEW  INDUSTRIES,  INC., ET AL., Civil Action
No. 00CV0559 (Colo. Dist. Ct., March 3, 2000) against ThermoView, its directors,
certain  officers,  an employee and a stockholder  alleging  breach of contract,
common law fraud, fraudulent  misstatements and omissions in connection with the
sale of securities,  negligent  misrepresentations and breach of fiduciary duty.
These claims are in connection with the mandatory conversion of ThermoView's 10%
Series A convertible  preferred stock,  held by the two funds, into common stock
upon  completion of the initial public  offering in December 1999, and purchases
by the two funds of ThermoView's common stock from ThermoView stockholders.  The
funds are seeking  rescission of their purchases of the series A preferred stock
in the amount of $3,250,000, plus interest and unspecified damages in connection
with their purchases of the common stock.  ThermoView  filed a notice to dismiss
certain  claims and an answer  denying  liability on the remainder of the clams.
ThermoView  also  exercised  an election for the removal of the action to the US
District  Court of Colorado,  and the matter was  designated  by the US District
Court as Civil  Action No.  00-B-722.  Pro Futures  filed a motion to remand the
action back to the original venue. The Court rendered an opinion which dismissed
certain  named  individuals  due to lack of  personal  jurisdiction  in Colorado
courts and retained  venue within the US District  Court.  In December 2001, the
Court granted summary judgment  dismissing all defendants.  In January 2002, Pro
Futures  filed a notice of appeal to the Court's  decision and the Court has yet

                                       7
<PAGE>

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

6. Contingencies and Commitments (Continued)

to rule on the appeal.  Although ThermoView continues to believe that the claims
are without merit and intends to vigorously  defend the suit, we cannot  predict
the outcome of the matter,  however,  it could have a material adverse effect on
our results of  operations  and cash flow.  No amounts have been provided in the
accompanying consolidated financial statements for this matter.

     On August  1,  2001,  Scott  Ferguson  filed a civil  action  styled  Scott
Ferguson v. ThermoView Industries,  Inc., et. al., Civil Action No. 01-CI-005295
(Jefferson  Circuit  Court,  August 1, 2001) seeking  damages  resulting from an
investment in Series A preferred stock.  This suit alleges claims similar to the
claims  advanced by  ProFutures  Bridge  Capital Fund,  L.P. and Bridge  Capital
Partners,  Inc. Defined Benefit Pension Plan, in their action detailed above. By
agreement  of the  parties,  the claims  will be held in  abeyance  until  final
resolution  of the  ProFutures  matter.  Our  management  believes  that we have
adequate defense to this  litigation,  and in the event of an adverse outcome to
us, we do not believe that the loss would have a material adverse effect on us.

     On November 19, 2001, Nelson E. Clemmens,  former director and president of
the Company, 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,  N.A.  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.  The Clemmens  suit seeks to  determine  the  respective  rights and
duties of the parties concerning the loss of collateral. Our management believes
that no  payment  should be made for loss of  guarantor  collateral  and we have
filed  an  answer  and  counter-claim  in  defense  of our  legal  position.  An
unfavorable  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

                                       8
<PAGE>

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

6. Contingencies and Commitments (Continued)

the net selling  price of the licensed  products as defined in the  agreement to
Research  Frontiers for products sold by us that  incorporate  such  technology.
Additionally,  the  Company has agreed to pay to  Research  Frontiers  an annual
minimum  royalty of  $37,500  for 2002 and  $100,000  for 2003.  The  royalty is
payable in cash or shares of the Company's common stock at the Company's option.

7. Stockholders' Equity

     In the first quarter of 2002,  the Company  issued 539,742 shares of common
stock  upon  the  cashless  exercise  of a  stock  purchase  warrant  issued  in
connection with the Series C preferred stock.

     Subsequent to the first quarter in April 2002,  the Company  issued 224,272
shares of common stock upon the cashless  exercise of a stock  purchase  warrant
issued in connection with the Series C preferred stock.




















                                       9
<PAGE>

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

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

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

     The following  should be read in  conjunction  with the response to Part I,
Item  1.  of  this  Report  and the  Company's  audited  consolidated  financial
statements  contained in the  Company's  Annual Report on Form 10-K for the year
ended December 31, 2001. Any capitalized terms used but not defined in this Item
have the same meaning given to them in the Form 10-K.

Overview

     We design,  manufacture,  sell and install custom vinyl replacement windows
for  residential  and  retail  commercial  customers.  We also sell and  install
replacement  doors, home textured  coatings,  vinyl siding,  patio decks,  patio
enclosures,  cabinet refacings and kitchen and bathroom remodeling products,  as
well as residential roofing.

Business Segments

     Our subsidiaries  have separate  management teams and  infrastructures  and
operate in two reportable operating segments: retail and manufacturing. Key Home
Credit, ThermoView's finance subsidiary, was closed in July 2000 since expanding
the subsidiary would have required considerable capital. Accordingly,  financial
services is no longer considered a segment.

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

                                       10
<PAGE>

     Manufacturing.  Our  manufacturing  segment consists of our subsidiary that
manufactures and sells vinyl replacement  windows to one of our retail companies
and to unaffiliated  customers.  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.

Historical Results Of Operations

     Three months ended March 31, 2001  Compared to Three Months Ended March 31,
2002

                                                        Three Months ended
                                                             March 31,
                                                  ------------------------------
                                                     2001                2002
                                                     ----                ----
                                                          (In thousands)

Revenues .........................................$ 21,876             $ 20,657
Cost of revenues earned ..........................  10,909               10,322
                                                  --------             --------

Gross profit .....................................  10,967               10,335
Selling, general and administrative expenses .....  10,582               10,147
Depreciation expense .............................     281                  273
Amortization expense .............................     696                   35
                                                  --------             --------

Loss from operations .............................    (592)                (120)
Equity in earnings of joint venture ..............      --                   13
Interest expense .................................  (1,072)                (663)
Interest income ..................................      16                   15
                                                  --------             --------

Loss before income taxes .........................  (1,648)                (755)
Income tax (expense) benefit .....................     (33)                   6
                                                  --------             --------

Loss before extraordinary item and cumulative
 effect of an accounting change ..................  (1,681)                (749)
Extraordinary item - gain on forgiveness of
  debt ...........................................   7,150                  --
Cumulative effect of an accounting change -
  charge for impairment of goodwill ..............      --              (30,000)
                                                  --------             --------

Net income (loss) ................................   5,469              (30,749)
Less non-cash Series D and E preferred stock
  dividends ......................................     (50)                (191)
                                                  --------             --------

Net income (loss) attributable
    to common stockholders .......................$  5,419             $(30,940)
                                                  ========             ========

     Revenues.  Revenues  decreased  from $21.9 million for the first quarter of
2001 to $20.7 million for the first quarter of 2002.  Revenues for Thermo-Shield
decreased $864,000 in the first quarter of 2002 compared to the first quarter of
2001. This subsidiary continues to be underperforming  following a change in its
lead generation strategy. Management is closely monitoring this subsidiary in an
effort to improve its  performance.  Revenues of Thermal Line,  our North Dakota
manufacturer,  were  $232,000  less in the first quarter of 2002 compared to the
first quarter of 2001 due to the temporary  unavailability  of extrusions  which

                                       11
<PAGE>

slowed Thermal Line's window manufacturing production.  The supply of extrusions
has  now  substantially  returned  to  normal,  and  we do  not  expect  further
manufacturing delays.

     Gross Profit. Gross profit, which represents revenues less cost of revenues
earned,  decreased  from  $11.0  million  in the first  quarter of 2001 to $10.3
million  in the first  quarter  of 2002.  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 50.1% in the first quarter of 2001 to
50.0% in the first quarter of 2002.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased  from $10.6  million in the first quarter of
2001 to $10.1  million  in the  first  quarter  of 2002.  Selling,  general  and
administrative  expenses as a percentage of revenue  increased from 48.4% in the
first  quarter of 2001 to 49.1% in the first  quarter of 2002.  Although we were
successful in reducing certain selling,  general and administrative  expenses in
the first  quarter of 2002 compared to the same period in 2001, in an attempt to
increase revenue we undertook an intensive  direct-mail  advertising campaign in
the first  quarter of 2002,  which caused  selling,  general and  administrative
expenses to increase as a percentage of revenue.

     Depreciation  Expense.  Depreciation expense decreased from $281,000 in the
first  quarter of 2001 to $273,000 in the first  quarter of 2002,  reflecting  a
fairly constant amount of property and equipment.

     Amortization Expense.  Amortization expense decreased from $696,000 for the
first  quarter of 2001 to $35,000 for the first  quarter of 2002.  This decrease
resulted from the adoption of the new accounting standard relating to goodwill.

     Interest  Expense.  Interest expense decreased from $1.1 million in 2001 to
$663,000 in 2002. This decrease  results from the reduction of interest  related
to the  elimination  of  approximately  $7.0 million of debt near the end of the
first quarter of 2001 in connection with a debt restructuring, a 2% reduction in
the stated interest rate on $10 million of our debt, and extended maturity dates
on some of our debt which  reduced  the  monthly  amounts of  accretion  of debt
discount following the first quarter of 2001.

     Income Tax (Expense) 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 2001 or 2002.
Income tax expense in the first  quarter of 2001 relates to state income  taxes.
Income tax benefit in the first  quarter of 2002 relates to some minor state tax
refunds.

     Non-Cash  Dividends.  Non-cash  dividends  in the  first  quarter  of  2001
represent accrued dividends on the Series E preferred stock.  Non-cash dividends
in the first quarter of 2002 represent  accrued  dividends on the Series D and E
preferred stock.

     Extraordinary  Item.  The  extraordinary  item in the first quarter of 2001
represents a gain on forgiveness of debt in connection with the restructuring of
debt in March 2001. The $7.2 million  extraordinary  gain is net of expenses and

                                       12
<PAGE>

net of $82,000 of value  assigned to common stock  purchase  warrants  issued in
connection with the settlement reached with our former senior lender, PNC Bank.

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

Liquidity And Capital Resources

     As of March 31, 2002, we had cash and equivalents of $2.4 million,  working
capital  of $1.5  million,  $17.9  million  of  long-term  debt,  net of current
maturities,  and $7.1 million of mandatorily  redeemable  preferred  stock.  Our
operating  activities  for the three months ended March 31, 2001,  provided $1.3
million of cash.  Our operating  activities for the three months ended March 31,
2002, provided $287,000 of cash.

     The use of $71,000 of cash for  investing  activities  for the three months
ended March 31,  2001,  related to the  acquisition  of $162,000 of property and
equipment offset  principally by collection of finance  receivables.  The use of
$136,000 of cash for investing  activities  for the three months ended March 31,
2002 related primarily to the acquisition of property and equipment.

     Financing  activities  for the three  months  ended  March 31,  2001,  used
$288,000  of  cash.  The  financing  activities  primarily  relate  to the  debt
restructuring  that  occurred  in  March  2001.  We used  $108,000  in cash  for
financing  activities  in the three months ended March 31, 2002,  primarily  for
repayment of debt.

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

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

     We  believe  that our cash flow from  operations  will allow us to meet our
anticipated needs during at least the next 12 months for:


                                       13
<PAGE>

o        debt service requirements;

o        working capital requirements;

o        planned property and equipment capital expenditures.

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

     On or before our debt matures in 2004, we anticipate  either  extending the
term of our current  financing or refinancing  it.  Management  intends to begin
reducing debt by internally  generated  cash in 2002 (in the range of $2 million
to $2.5  million),  but will keep  adequate  levels of cash on hand for  working
capital purposes.

     We do not expect annual  capital  expenditures  for the next three years to
significantly  vary from amounts  reported for the last three years,  which have
been in the range of $500,000 to $900,000 annually.

Pending Litigation

     ThermoView  does not  anticipate  any  significant  adverse  effect  on our
results of  operations  or cash flow  through  December  2002 because of the Pro
Futures,  Ferguson or Clemmens  litigation  described  in Part II, Item 1, Legal
Proceedings.  Although  ThermoView  believes the claims in this  litigation  are
without merit and intends to vigorously defend the suits, an adverse outcome, in
this action could have a material  adverse  effect on our results of  operations
and cash flow.

Item 3. Quantitative And Qualitative Disclosures About Market Risk

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






                                       14
<PAGE>

                           Part II - OTHER INFORMATION

Item 1. Legal Proceedings

     On March 3, 2000, Pro Futures Bridge Capital Fund,  L.P. and Bridge Capital
Partners,  Inc.  Defined Benefit Pension Plan filed an action titled Pro Futures
Bridge Capital Fund, L.P. V. ThermoView  Industries,  Inc., et al., Civil Action
No. 00CV0559 (Colo. Dist. Ct., March 3, 2000) against ThermoView, its directors,
certain  officers,  a former  employee  and a  stockholder  alleging  breach  of
contract, common law fraud, fraudulent misstatements and omissions in connection
with  the  sale  of  securities,  negligent  misrepresentations  and  breach  of
fiduciary duty. These claims are in connection with the mandatory  conversion of
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  common stock from ThermoView
stockholders.  The funds are seeking rescission of their purchases of the Series
A preferred  stock in the amount of  $3,250,000,  plus interest and  unspecified
damages in connection with their purchases of the common stock. ThermoView filed
a notice to  dismiss  certain  claims  and an answer  denying  liability  in the
remainder of the claims.  ThermoView  also exercised an election for the removal
of the action to the United  States  District  Court of Colorado in Civil Action
No.  00-B-722.  In  December  2001,  the  Court  dismissed  all  claims  against
ThermoView by the grant of summary judgment. In January 2002, ProFutures filed a
notice to appeal the  Court's  grant of summary  judgment  in the United  States
Court of Appeals for the Tenth Circuit.  The Court of Appeals has yet to rule on
this  appeal.  Although  ThermoView  continues  to  believe  that the claims are
without merit and intends to vigorously  defend the suit, we cannot  predict the
outcome of the matter,  however,  it could have a material adverse effect on our
results of  operations  and cash  flow.  No amounts  have been  provided  in the
accompanying consolidated financial statements for this matter.

     On August  1,  2001,  Scott  Ferguson  filed a civil  action  styled  Scott
Ferguson v. ThermoView Industries,  Inc., et. al., Civil Action No. 01-CI-005295
(Jefferson  Circuit  Court,  August 1, 2001) seeking  damages  resulting from an
investment in Series A preferred stock.  This suit alleges claims similar to the
claims  advanced by  ProFutures  Bridge  Capital Fund,  L.P. and Bridge  Capital
Partners,  Inc. Defined Benefit Pension Plan, in their action detailed above. By
agreement  of the  parties,  the claims  will be held in  abeyance  until  final
resolution  of the  ProFutures  matter.  Our  management  believes  that we have
adequate defense to this  litigation,  and in the event of an adverse outcome to
us, we do not believe that the loss would have a material adverse effect on us.

     On November 19, 2001, Nelson E. Clemmens,  former director and president of
the Company, 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,  N.A.  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

                                       15
<PAGE>

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.  The Clemmens  suit seeks to  determine  the  respective  rights and
duties of the parties concerning the loss of collateral. Our management believes
that no  payment  should be made for loss of  guarantor  collateral  and we have
filed  an  answer  and  counter-claim  in  defense  of our  legal  position.  An
unfavorable  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

     None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

     None.

(b) Reports on Form 8-K.

     (1) On May 2,  2002,  ThermoView  filed a Form 8-K  reporting  a change  in
     certifying  accountants.  On April  25,  2002,  the Board of  Directors  of
     ThermoView  Industries,  Inc. (the Company),  on the  recommendation of the
     Audit Committee,  dismissed  Arthur Andersen LLP and engaged Crowe,  Chizek
     and Company LLP as the Company's independent certifying accountants for the
     year ended December 31, 2002.

     Arthur Andersen LLP was notified of their dismissal on April 25, 2002.

     The reports of Arthur Andersen LLP on the Company's  consolidated financial
     statements  for the period ended  December  31,  2001,  did not contain any
     adverse  opinion or disclaimer of opinion and was not qualified or modified
     as to uncertainty, audit scope, or accounting principles.

     During the period  ended  December  31, 2001,  and the  subsequent  interim
     period  preceding the  dismissal of Arthur  Andersen LLP on April 25, 2002,
     there were no  disagreements  with  Arthur  Andersen  LLP on any matters of
     accounting  principles or practices,  financial  statement  disclosure,  or
     auditing scope or procedures  which, if not resolved to the satisfaction of
     Arthur  Andersen LLP,  would have caused the firm to make  reference to the
     matter of the disagreement in their reports.


                                       16
<PAGE>

     During the period  ended  December  31, 2001,  and the  subsequent  interim
     period preceding the dismissal of Arthur Andersen LLP on April 25, 2002, no
     reportable  events  occurred in connection  with the  relationship  between
     Arthur Andersen LLP and the Company.

















                                       17

<PAGE>



                                   SIGNATURES

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

                           ThermoView Industries, Inc.



Date:  May 15, 2002        By:      /s/ Stephen A. Hoffmann
                              -----------------------------------------
                                    Stephen A. Hoffmann,
                                    Chairman
                                    (principal executive officer)


Date:  May 15, 2002        By:      /s/ James J. TerBeest
                              -----------------------------------------
                                    James J. TerBeest,
                                    Chief Financial Officer
                                    (principal financial and accounting officer)















                                       18
<PAGE>