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

                                  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, 2004

                                       OR

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

                For the transition period from ______ to ______.

                        Commission File Number 001-15469

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

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


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


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

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

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

     As of April 30, 2004,  8,638,716 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............................................13
     Item 3. Quantitative and Qualitative Disclosures about Market Risk.......18
     Item 4. Controls and Procedures..........................................19
Part II Other Information
     Item 1. Legal Proceedings................................................20
     Item 2. Changes in Securities, Use of Proceeds and Issuer
         Purchases of Equity Securities.......................................21
     Item 3. Defaults upon Senior Securities..................................21
     Item 4. Submission of Matters to a Vote of Security Holders..............21
     Item 5. Other Information................................................21
     Item 6. Exhibits and Reports on Form 8-K.................................21
_____


<page>

Item 1.  Financial Statements

                           ThermoView Industries, Inc.
                      Condensed Consolidated Balance Sheets

                                                   December 31    March 31, 2004
                                                       2003        (Unaudited)
Assets
Current assets:
 Cash and equivalents ..........................   $    211,449    $    213,249
 Restricted cash ...............................        300,000         360,000
 Receivables:
 Trade, net of allowance for doubtful accounts
  of $345,000 in 2003 and $347,181 in 2004......      3,096,229       3,754,646
 Other .........................................        140,444         157,315
 Costs in excess of billings on uncompleted
  contracts ....................................        560,617         551,642
 Inventories ...................................      1,960,611       2,158,373
 Prepaid expenses and other current assets .....        645,027         936,209
                                                   -------------   -------------
Total current assets ...........................      6,914,377       8,131,434
Property and equipment, net of depreciation ....      2,676,003       2,779,813
Other assets:
 Goodwill ......................................     28,358,742      28,358,742
 Other assets ..................................        544,787         520,522
                                                   -------------   -------------
                                                     28,903,529      28,879,264
                                                   -------------   -------------
Total assets ...................................   $ 38,493,909    $ 39,790,511
                                                   =============   =============

Liabilities and stockholders' equity
Current liabilities:
 Accounts payable ..............................   $  4,048,388    $  4,459,846
 Accrued expenses ..............................      2,072,902       2,600,101
 Billings in excess of costs on uncompleted
  contracts ....................................        541,697       1,236,367
 Income taxes payable ..........................         65,602          65,602
 Current portion of long-term debt .............        544,795         879,505
                                                   -------------   -------------
Total current liabilities ......................      7,273,384       9,241,421
Long-term debt .................................     16,510,303      17,095,565
Preferred shares subject to mandatory redemption      7,593,520       7,742,338
Other long-term liabilities ....................        471,489         563,663
                                                   -------------   -------------
Total liabilities ..............................     31,848,696      34,642,987

Stockholders' equity:
 Preferred stock, 2,975,000 shares authorized:
  Series A, $.001 par value; none issued .......             --              --
  Series B, $.001 par value; none issued .......             --              --
 Common stock, $.001 par value; 25,000,000 shares
  authorized; 8,628,716 shares issued and out-
  standing at December 31, 2003 and 8,638,716
  shares issued and outstanding at March 31, 2004         8,628           8,638
  Paid-in capital ..............................     64,531,209      64,537,449
  Accumulated deficit ..........................    (57,894,624)    (59,398,563)
                                                   -------------   -------------
Total stockholders' equity .....................      6,645,213       5,147,524
                                                   -------------   -------------
Total liabilities and stockholders' equity .....   $ 38,493,909    $ 39,790,511
                                                   =============   =============

See accompanying notes.


                                       1
 <page>

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

                                                    For the three months ended
                                                             March 31,
                                                   -----------------------------
                                                       2003             2004
                                                   -------------   -------------

Revenues .......................................   $ 16,193,013    $ 14,839,140
Cost of revenues earned ........................      8,456,221       7,867,099
                                                   -------------   -------------

Gross profit ...................................      7,736,792       6,972,041

Selling, general and administrative expenses ...      8,396,181       7,480,599
Depreciation expense ...........................        214,101         212,598
Amortization expense ...........................          5,064          12,983
                                                   -------------   -------------

Loss from operations ...........................       (878,554)       (734,139)

Equity in earnings (loss) of joint venture .....        (26,207)         (3,335)
Interest expense ...............................       (632,130)       (768,651)
Interest income ................................          9,764           5,563
                                                   -------------   -------------

Loss before income taxes .......................     (1,527,127)     (1,500,562)
Income tax expense (benefit) ...................           (424)          3,377
                                                   -------------   -------------

Net loss .......................................     (1,526,703)     (1,503,939)

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

Net loss attributable to common stockholders ...   $ (1,758,200)   $ (1,503,939)
                                                   =============   =============

Basic and diluted loss per common share:
 Net Loss attributable to common stockholders ..   $      (0.19)   $      (0.16)
                                                   -------------   -------------
 Net loss attributable to common stockholders ..   $      (0.19)   $      (0.16)
                                                   =============   =============

See accompanying notes.



                                       2
<page>

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


                                                     For the three months ended
                                                              March 31,
                                                   -----------------------------
                                                         2003           2004
                                                   --------------  -------------

Operating activities
Net loss ......................................    $  (1,526,703)  $ (1,503,939)
Adjustments to reconcile net loss to
net cash provided by (used in) operations:
   Depreciation and amortization ..............          219,165        225,581
   Accretion of debt discount .................          188,160        188,160
   Accrued interest on preferred shares subject
     to redemption ............................             --          148,818
   Interest added to principal ................             --          310,079
   Accrued interest on collateral guaranty ....             --          100,000
   Equity in income of joint venture ..........           26,207          3,335
   Charges to warranty reserves ...............             --           (7,825)
   Changes in operating assets and liabilities           837,829        478,070
                                                   --------------  -------------
Net cash provided by (used in) operating
   activities .................................         (255,342)       (57,721)

Investing activities
Payments for purchase of property and equipment         (280,713)       (77,841)
Other .........................................          (66,494)         7,946
                                                   --------------  -------------
Net cash used in investing activities .........         (347,207)       (69,895)

Financing activities
Increase in long-term debt ....................             --          353,002
Payments of long-term debt ....................         (120,363)      (169,836)
Amount escrowed for special purposes ..........             --          (60,000)
Exercise of options ...........................             --            6,250
                                                   --------------  -------------
Net cash provided by (used in) financing
  activities ..................................         (120,363)       129,416
                                                   --------------  -------------
Net increase (decrease) in cash and equivalents         (722,912)         1,800
Cash and equivalents at beginning of period            2,179,887        211,449
                                                   --------------  -------------
Cash and equivalents at end of period .........      $ 1,456,975    $   213,249
                                                   ==============  =============

See accompanying notes.



                                       3

<page>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (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,  2004,  are not  necessarily  indicative  of the  results  that may be
expected for the year ended December 31, 2004.

     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, 2003.

2.   Operating Losses and Negative Cash Flow

     During the first quarter of 2004, the Company incurred a net loss to common
shareholders of $1,503,939,  compared to a net loss in the first quarter of 2003
of  $1,758,200.  The  Company's  net cash used by operating  activities  for the
quarter was $57,721. The Company would have used more cash had it not been for a
slow-down in payment of routine vendor payables.  The Company continues to carry
higher accounts payable balances to conserve cash.

     Revenue  decreased by  $1,353,873  from first quarter 2003 to first quarter
2004.  Contributing factors for this decrease in revenue include: a $1.1 million
decrease in revenue due to a change in management  and  marketing  strategies at
our ThermoView of California subsidiary; and, a $380,000 decrease in revenue due
to  a  re-engineering  of  operations  at  Thermo-Shield,   our  Chicago  retail
subsidiary, during the first quarter of 2004.

     The Company's loss by month declined as the quarter  progressed.  Following
is the net loss for each month in the first quarter of 2003 and 2004:

                                          2003            2004
                                          ----            ----
        January                       $ (943,575)     $ (729,086)
        February                        (668,746)       (586,954)
        March                           (145,879)       (187,899)

     The Company expects  positive cash from operations  beginning in the second
quarter.  Average  weekly cash  collections  during the first quarter were $1.17
million.  Average weekly cash collections for the five weeks subsequent to March
31, 2004 were $1.35 million.


                                       4
<page>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)

2.   Operating Losses and Negative Cash Flow (Continued)

     During 2003, the Company was in compliance with all debt covenants  through
the third quarter.  During the fourth  quarter,  management  determined that the
Company would not be able to meet its cash obligations, or comply with the terms
of its debt  agreements,  at  December  31,  2003 and  into  2004.  Accordingly,
Management  entered into  negotiations with its principal  creditor,  GE Capital
Corporation ("GE"), to restructure the cash flow and covenant  requirements.  In
the first quarter of 2004, GE agreed to modify its agreements  with the Company,
effective  December 31, 2003. The new agreements  allow the Company to defer all
payments of interest and  principal  until the fourth  quarter of 2004, at which
time payments  essentially equal to those in the prior agreement resume. The new
agreements also set new covenant requirements for 2004.

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

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

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

     The  June  30,  2003  debt  restructuring  contained  revised  terms  as to
principal  repayment and the  achievement  of certain  covenants and ratios.  We
satisfied  all ratios and  covenants as of September  30, 2003.  Fourth  quarter
results necessitated revisions of scheduled principal repayments,  covenants and
ratios as defined in the June 30,  2003  restructuring.  Accordingly,  GE Equity
agreed to restate  repayment  terms and  covenants and ratios as of December 31,
2003 as follows:

a)   ThermoView must achieve  certain  quarterly  and/or  trailing  twelve-month
     EBITDA levels as well as fixed charge  coverage ratios and current asset to
     current liability  ratios.  The first measurement date for EBITDA levels is
     June 30,  2004 and the first  measurement  date for fixed  charge  coverage
     ratios and current asset to current liability ratios is September 30, 2004.
b)   Interest  can  be  deferred  as  additional  principal  on  Series  A and B
     sub-notes from December 1, 2003 through the third quarter of 2004.


                                       5
<page>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)

2.   Operating Losses and Negative Cash Flow (Continued)

c)   Interest can be deferred as  additional  principal on the Series C sub-note
     and the senior  subordinated  promissory  note from October 1, 2003 through
     the third quarter of 2004.
d)   Principal repayments of $100,000 per month are required on the Series A and
     B sub-notes  beginning  November 30, 2004.
e)   Principal  repayments  on the  Series C sub-note  of $50,000  per month are
     required  from April 30, 2005  through  December  31, 2005 and $100,000 per
     month thereafter.

     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,  2004,  we are not in  default  under any of our debt
arrangements.

     While  revenues and cash flow from  operations  during the first quarter of
2004  continued  to decline  and  economic  and  regulatory  issues  continue to
challenge us, the Company has aggressively cut costs, significantly lowering its
breakeven  point in 2003 and the beginning of 2004. We believe that our revenues
and cash flow from operations will allow us to meet our anticipated needs during
at least the next 12 months for:

     o    debt  service  requirements  under terms as revised as of December 31,
          2003;

     o    sinking  fund  requirements  securing  the  supercedeas  bond  for the
          Clemmens litigation;

     o    working capital requirements;

     o    planned property and equipment capital expenditures;

     o    expanding our retail segment;

     o    offering new technologically improved products to our customers; and

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

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

3.   Income (Loss) per Common Share

     Income (loss) per common share is calculated in accordance  with  Statement
of Financial  Accounting  Standards  ("SFAS") No. 128, "Earnings Per Share." The
Company  calculates  basic earnings per common share using the weighted  average
number of shares  outstanding  for the period.  The weighted  average  number of


                                       6
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)

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

shares  outstanding  for the three month  periods ended March 31, 2003 and 2004,
includes  shares related to a stock  purchase  warrant that can be exercised for
nominal  cash  consideration.  Outstanding  shares for  purposes of  determining
diluted earnings per common share includes the weighted average number of shares
outstanding for basic earnings per share,  plus the diluted effect of any common
share equivalents such as options or warrants in the calculation. As the Company
recorded losses  attributable  to operations for the  three-month  periods ended
March  31,  2003  and  2004,  common  share  equivalents  outstanding  would  be
anti-dilutive. Accordingly, basic and diluted earnings per share amounts are the
same.

     Weighted average shares outstanding were as follows:

                                                         Weighted Average Shares
                         Period                                 Outstanding
        -----------------------------------------        -----------------------
        For the three months ended March 31, 2003                9,190,059
        For the three months ended March 31, 2004                9,198,960

     A  reconciliation  of loss  attributable  to  common  stockholders  used in
computing the per share amounts for comparative quarters is as follows:

                                                         Three Months
                                                         Ended March 31,
                                                      2003             2004
                                                      ----             ----
Net loss                                       $     (1,526,703)    $(1,503,939)
Preferred stock dividends                              (231,497)              -
                                               -----------------    ------------
Loss attributable to common stockholders       $     (1,758,200)    $(1,503,939)
                                               -----------------    ------------

4.   Stock Option Information

     Pursuant to SFAS No. 123,  "Accounting for Stock-Based  Compensation,"  the
Company has elected to account for its employee  stock options under APB No. 25,
"Accounting for Stock Issued to Employees."  Accordingly,  no compensation  cost
has been recognized for employee  options.  Had  compensation  cost for employee
options  been  determined  based on the fair value at the grant date  consistent
with SFAS No. 123, the  Company's  net income (loss) and income (loss) per share
would have been as follows:

Net loss:                                            2003            2004
                                                -------------    -------------
 As reported                                    $  (1,526,703)   $  (1,503,939)
 Pro forma                                         (1,547,508)   $  (1,524,744)
Net loss attributable to common stockholders:
  As reported                                      (1,758,200)   $  (1,503,939
  Pro forma                                        (1,779,005)   $  (1,524,744)
Basic and diluted loss per common share:
  Basic, As reported                            $        (.17)   $        (.16)
  Diluted, As reported                                   (.17)            (.16)
  Basic, Pro forma                                       (.19)            (.17)
  Diluted, Pro forma                                     (.19)            (.17)


                                       7
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)

5.   Long-term Debt and Mandatorily Redeemable Preferred Stock

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

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

     During the fourth quarter of 2003  management  determined  that the Company
would not be able to meet its cash obligations,  or comply with the terms of its
debt agreements, at December 31, 2003 and into 2004. During the first quarter of
2004,  GE Equity  agreed to modify its  agreements  with the Company,  effective
December 31, 2003. The new agreements allow the Company to defer all payments of
interest until the fourth quarter of 2004, and set new debt covenants.

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

     Under terms of the restructured  debt  agreements,  ThermoView must achieve
certain  quarterly  and/or  trailing twelve month EBITDA levels as well as fixed
charge coverage ratios and current asset to current liability ratios.  The first
measurement  date for EBITDA  levels is June 30, 2004 and the first  measurement
date for the fixed charge coverage ratios and current asset to current liability
ratios is September 30, 2004.

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

     The  Financial   Accounting   Standards   Board  (FASB)  issued  SFAS  150,
"Accounting  for Certain  Financial  Instruments  with  Characteristics  of Both
Liabilities and Equities,"  effective for companies for the first interim period
beginning  after  June 15,  2003.  The new  rule  requires  accounting  for some
financial instruments as liabilities that under previous guidance were accounted
for as equity or between liabilities and equity  ("mezzanine").  The Company has
previously reported  mandatorily  redeemable  preferred stock series D and E, in
prior periods, in the mezzanine section of the balance sheet. With the Company's


                                       8
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)

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

adoption of this standard on July 1, 2003, the mandatorily  redeemable preferred
stock is included as a component of  liabilities  and  described  as  "preferred
shares subject to mandatory redemption," as of September 30, 2003. Prior periods
are not restated when SFAS 150 is applied.

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

          Series D: Par value of $.001 with an aggregate  redemption  amount and
          liquidation  preference  of  $5,181,426  at December 31,  2003.  Total
          shares  authorized - 1,500,000  shares;  shares issued and outstanding
          756,900 as of December 31, 2003,  and March 31, 2004.  The date of the
          mandatory redemption is August 31, 2006.

          Series E: Par value of $.001 with an aggregate  redemption  amount and
          liquidation  preference  of  $2,560,912  at December 31,  2003.  Total
          shares authorized - 500,000;  shares issued and outstanding of 336,600
          December  31,  2003,  and March 31,  2004.  The date of the  mandatory
          redemption is August 31, 2006.

     In addition, upon adoption of SFAS 150, dividends or other distributions on
mandatorily  redeemable  preferred  stock are  reported as  interest  expense on
mandatorily  redeemable  preferred  stock in the statement of operations.  Prior
periods are not restated when SFAS 150 is applied.

6.   Segment Information

    For the  three-month  periods ended March 31, 2003 and 2004,  the Company's
business units had separate  management teams and  infrastructures  that operate
primarily in the vinyl replacement  windows,  doors and related home improvement
products  industry in various states in the Midwest and in Southern  California.
The business units have been aggregated into two reportable  operating segments:
manufacturing and retail.

Manufacturing

     The manufacturing segment includes the businesses that manufacture and sell
vinyl  replacement  windows to the Company's  retail segment and to unaffiliated
customers.

Retail

     The retail segment  includes the businesses  that design,  sell and install
vinyl  replacement  windows,  doors and  related  home  improvement  products to
commercial and retail customers.


                                       9
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)

6.   Segment Information (Continued)

     Segment  information for the three months ended March 31 2003 and 2004, are
as follows:

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

 For the three months     Manufac-
 ended March 31, 2004     turing         Retail       Corporate     Consolidated
 --------------------   -----------   ------------   -----------    ------------
Revenues from external
  customers             $  627,219    $ 14,136,097   $   75,824     $14,839,140
Intersegment revenues      431,383            --           --           431,383
Income (loss) from
  operations              (151,732)        (70,751)    (511,656)       (734,139)
Total assets             1,912,896      34,257,599    3,620,016      39,790,511

7.   Contingencies and Commitments

     On November 19, 2001, Nelson E. Clemmens,  former director and president of
ThermoView,  filed an action titled Nelson E. Clemmens v. ThermoView Industries,
Inc., Civil Action No. 01-CI-07901  (Jefferson Circuit Court, November 19, 2001)
against ThermoView alleging subrogation and indemnity rights associated with Mr.
Clemmens'  loss  of  guaranty  collateral  to  PNC  Bank.  These  claims  are in
connection with the April 2000 amendment to ThermoView's previous bank debt with
PNC Bank, in which Stephen A.  Hoffmann,  Richard E. Bowlds,  Nelson E. Clemmens
and Douglas I.  Maxwell,  III  guaranteed  $3,000,000  of our PNC Bank debt.  In
January 2001,  PNC seized the  collateral  pledged as security by the guarantors
for the loan  guaranty.  In March  2001,  ThermoView  reached  settlements  with
Messrs.  Bowlds  and  Hoffmann  for any  claims  that they may hold  against  us
regarding their loss of assets in connection with the guaranty. We did not reach
a settlement  with Messrs.  Clemmens  and Maxwell with regard to  guarantees  of
$1,000,000.  Following the initial  discovery phase,  Clemmens sought a judicial
determination  that  ThermoView's  March 2001  assignment of the underlying debt
relieved him of a contractual  obligation  to refrain from  asserting a claim of
repayment  until the debt was ultimately  satisfied.  On September 30, 2002, the
Jefferson  Circuit  Court  issued  an order of  summary  judgment  stating  that
Clemmens  could not assert a claim for repayment  until the debt was  ultimately
satisfied.  Clemmens  filed a motion with the court to reconsider  the September
30, 2002, ruling. On February 26, 2003, the Jefferson Circuit Court reversed the
previous judgment granted to ThermoView and awarded judgment to Clemmens against
ThermoView. ThermoView sought a reconsideration of the February 26, 2003 ruling.
On May 9, 2003, the Jefferson  Circuit Court upheld the previous ruling in favor
of Clemmens,  and entered a final appealable  judgment which allowed Clemmens to
seek collection  against  ThermoView for the loss of collateral in the amount of
$500,000  plus  interest at the rate of 10% annually  beginning  January 1, 2001
($150,000 through December 31, 2003). On May 19, 2003,  ThermoView  appealed the
judgment  issued  to  Clemmens  to the  Kentucky  Court of  Appeals.  ThermoView
submitted its Appellant's Brief to the Kentucky Court of Appeals on December 22,
2003,  and the appeal remains  pending.  On June 6, 2003,  ThermoView,  with the
guarantee  of GE  Capital  Equity,  posted a  supercedeas  bond in the amount of
$690,000 with the Jefferson Circuit Court to prevent Clemmens from enforcing the


                                       10
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)

7.   Contingencies and Commitments (Continued)

judgment  awarded to him during the  pendency of the appeal of this  matter.  In
order to secure the supercedeas bond,  ThermoView entered into an agreement with
GE  Capital  Equity to deposit  funds  monthly  into a sinking  fund to serve as
security for the amount of the  supercedeas  bond.  Pursuant to this  agreement,
ThermoView has and will make payments of $50,000  monthly for the months of July
through  December,  and $30,000  monthly during the months January through June,
2004 until the balance of the sinking  fund is equal to  $690,000.  At March 31,
2004, $360,000 is included on the accompanying balance sheet as restricted cash.
According to the  agreement,  the balance  should be $390,000 at March 31, 2004,
however,  the March 2004 payment was made in April 2004. In addition,  under the
agreement,  ThermoView  must make  additional  payments to the sinking fund such
that the balance of the sinking  fund will be no less than  $690,000 by November
1, 2004. In consideration for the agreement,  ThermoView has agreed to pay to GE
Capital  Equity  Investments  a fee of 2.5% of the face  amount of the bond upon
issuance and has granted GE Capital  Equity a first  priority lien on its assets
to secure any amounts drawn on the bond. In the event that  ThermoView  prevails
upon the  appeal  and no amounts  are drawn  upon the bond,  the  balance of the
sinking  fund will be  applied to the  Series A and B notes of  ThermoView  on a
pro-rata basis.  Maxwell has not asserted a claim for the loss of his collateral
as of the date of filing of this report.  Maxwell  could  assert  claims for the
same amount as Clemmens.  Management has evaluated the potential loss associated
with Clemmens'  litigation and Maxwell's  unasserted claim and believes that the
Company has recorded  adequate  liabilities on its balance sheet as of March 31,
2004. While ThermoView  believes that the ultimate  resolution of this Clemmens'
matter on appeal will be favorable to ThermoView, an adverse final determination
of our position  regarding  this matter could have a material  adverse effect on
our cash flow.

     The Company is subject to other  legal  proceedings  and claims  which have
arisen  in the  ordinary  course  of its  business  and have  not  been  finally
adjudicated.  Although there can be no assurance as to the ultimate  disposition
of these matters, it is the opinion of the Company's management,  based upon the
information  available at this time, that the expected outcome of these matters,
individually or in the aggregate, will not have a material adverse effect on the
results of operations and financial condition of the Company.

8.   Recently Enacted Accounting Standards

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

     In January 2003, FASB issued Interpretation No. (FIN) 46, "Consolidation of
Variable Interest Entities" effective in quarters beginning October 1, 2003. The
objective of interpretation is to provide guidance on how to identify a variable
interest entity (VIE) and determine when the assets, liabilities non-controlling
interests, and results of operations of a VIE need to be included in a company's
consolidated financial statements.  A company that holds variable interest in an


                                       11
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (UNAUDITED)

8.   Recently Enacted Accounting Standards (Continued)

entity will need to consolidate the entity if the company's  interest in the VIE
is such that the company  will absorb a majority  of the VIE's  expected  losses
and/or receive a majority of the entity's  expected  residual  returns,  if they
occur. FIN 46 also requires additional  disclosures by primary beneficiaries and
other significant  variable interest holders. The Company does not believe it is
a primary beneficiary of a VIE or holds any significant interests or involvement
in a VIE and does not  expect  the  adoption  of FIN 46 has had or will  have an
impact on the Company's consolidated financial statements.












                                       12
<PAGE>

     Item 2.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations

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

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

     The following  should be read in  conjunction  with the response to Part I,
Item  1, of  this  Report  and our  audited  consolidated  financial  statements
contained  in our  Annual  Report on Form 10-K for the year ended  December  31,
2003.  Any  capitalized  terms  used but not  defined in this Item have the same
meaning given to them in the Form 10-K.

Overview

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

     Our sector in the  remodeling  industry has been  challenged by a number of
material events:

     o    A  recession  with  lingering  effects  of the  terrorist  attacks  of
          September  11,  2001, a stock market  drop,  and  banks/lenders  being
          reluctant to extend consumer credit.
     o    Investor confidence shaken by corporate scandals.
     o    The worst winter in ten years severely impacting  operating results in
          the first quarter of 2003.
     o    The war in Iraq.
     o    New Federal "do not call" legislation.

     We have  reported  a revenue  decline in each of the last four  years.  The
material events  identified above are the primary reason for failing to meet our
number one goal of increasing revenue. Despite failing to increase revenue, 2003
and first quarter of 2004 have seen the following successes:

     o    Continued cost cutting and beneficial debt restructuring.
     o    Considerable  progress  toward a successful,  optimal,  best practices
          operating model including  consolidation and/or standardization of key
          elements of our business such as advertising,  marketing,  accounting,
          and our logo.

                                       13
<page>




     o    Development of a new technologically  superior extrusion process using
          state-of-the-art GE plastics to be used in our window products.

     Because  of  the  large,   growing  home  improvement  market,  we  believe
ThermoView has considerable opportunities in the future. However, it is going to
be vital for us to:

     o    Complete  the  best  practices  model  that  we have  been  diligently
          implementing.
     o    Complete the master job tracking system.
     o    Complete the loan finder software system to provide an effective means
          of locating ready financing sources for our customers.
     o    Complete introduction of the technologically  superior Compozit window
          extrusion at all of our window manufacturers by the end of 2004.
     o    Open a number of streamlined,  efficient,  retail showrooms in smaller
          communities as a means of increasing volumes.
     o    Expanding our manufacturing facility to provide windows to some of our
          other retail  locations in addition to providing  windows to our North
          Dakota retail operation.

     The extent of response to our advertising,  the closure rate experienced on
our sales calls,  and the  expression of interest by financial  institutions  in
providing  consumer  remodeling  loans are all key  indicators  of trends in our
business.  We are  presently  observing  positive  changes  in each of these key
indicators.

Business Segments

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

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

     Manufacturing.  Our  manufacturing  segment consists of our subsidiary that
manufactures and sells vinyl replacement  windows to one of our retail companies
and to unaffiliated  customers.  Our manufacturing  segment recognizes  revenues
when products are shipped.  Gross profit in the manufacturing segment represents
revenues after deducting  product costs (primarily  glass,  vinyl and hardware),
window fabrication labor and other manufacturing expenses.


                                       14
<page>


Historical Results of Operations

                                                          Three Months ended
                                                               March 31,
                                                       -------------------------
                                                           2003        2004
                                                           ----        ----
                                                            (In thousands)

Revenues .............................................   $ 16,193    $ 14,839
Cost of revenues earned ..............................      8,456       7,867
                                                         --------    --------

Gross profit .........................................      7,737       6,972
Selling, general and administrative expenses .........      8,396       7,481
Depreciation expense .................................        215         213
Amortization expense .................................          5          13
                                                         --------    --------

Loss from operations .................................       (879)       (735)
Equity in earnings (loss) of joint venture ...........        (26)         (3)
Interest expense .....................................       (632)       (769)
Interest income ......................................         10           6
                                                         --------    --------

Loss before income taxes .............................     (1,527)     (1,501)
Income tax benefit ...................................       --             3
                                                         --------    --------

Net loss .............................................     (1,527)     (1,504)
Less non-cash Series D and E preferred stock dividends       (231)       --
                                                         --------    --------

Net loss attributable
    to common stockholders ...........................   $ (1,758)   $ (1,504)
                                                         ========    ========

Three months ended March 31, 2003 Compared to Three Months Ended March 31, 2004

     Revenues.  Revenue  decreased by $1.4  million  from first  quarter 2003 to
first quarter 2004. Contributing factors for this decrease in revenue include: a
$1.1 million  decrease in revenue due to a change in  management  and  marketing
strategies at our ThermoView of California subsidiary;  and, a $380,000 decrease
in revenue due to a re-engineering of operations at  Thermo-Shield,  our Chicago
retail subsidiary, during the first quarter of 2004.

     Gross Profit. Gross profit, which represents revenues less cost of revenues
earned, decreased from $7.7 million in the first quarter of 2003 to $7.0 million
in the first  quarter of 2004.  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 47.8% in the first  quarter of 2003 to
47.0% in the first quarter of 2004. This decrease results primarily because some
costs of goods sold at our subsidiaries are fixed and these fixed costs are more
significant  relative to the lower volumes in the first quarter of 2004 compared
to the first quarter of 2003.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative expenses decreased from $8.4 million in the first quarter of 2003
to  $7.5  million  in  the  first   quarter  of  2004.   Selling,   general  and
administrative  expenses as a percentage of revenue  decreased from 51.8% in the
first  quarter of 2003 to 50.4% in the first  quarter of 2004.  The  decrease in
selling,  general and administrative expenses as a percentage of revenues in the
first quarter of 2004 results from management's focus on operating  efficiencies
while  at the  same  time,  searching  for  new  revenue  growth  and  increased


                                       15
<page>


shareholder value. In addition,  management began to focus on economies of scale
with  marketing  and  advertising  efforts,   centralizing  various  phone  room
functions,  national media plans and expanded us of various media types.  We now
have more  marketing  resources and talent while  continuing to streamline  many
areas of operations.

     Depreciation  Expense.  Depreciation expense decreased from $214,101 in the
first  quarter of 2003 to $212,598 in the first  quarter of 2004,  reflecting  a
fairly constant amount of property and equipment.

     Interest  Expense.  Interest  expense  increased  from  $632,130 in 2003 to
$768,651 in 2004.  The  increase  results  from the  adoption  of the  Financial
Accounting  Standards Board (FASB) SFAS 150,  "Accounting for Certain  financial
Instruments  with  Characteristics  of Both  Liabilities  and Equities"  wherein
dividends or other distributions on mandatorily  redeemable  preferred stock are
reported as interest expense.  The impact to interest expense by this accounting
change was reduced due to the June 30, 2003,  restructure  of long-term debt and
preferred  stock.  See Note 5,  paragraph 7 of Notes to  Condensed  Consolidated
Financial Statements.

                                                             2003        2004
                                                           --------    --------
        Interest expense                                  (632,130)   (768,651)
        Less non-cash Series D and E preferred
          stock dividends                                     --       148,818
                                                           --------    --------
        Interest expense excluding Series D and E
          non-cash preferred stock dividends              (632,130)   (619,833)

     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 2003 or 2004.
Income tax expense  (benefit),  in the first quarter of 2003 and 2004 relates to
some minor state tax refunds and minor state tax expense.

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

Liquidity and Capital Resources

     As of March 31, 2004, we had cash and  equivalents  of $211,249,  a working
capital deficit of $1.1 million, $17.1 million of long-term debt, net of current
maturities, and $7.7 million of preferred stock subject to mandatory redemption.

     Our operating  activities  for the three months ended March 31, 2003,  used
$255,342 of cash. Our operating  activities for the three months ended March 31,
2004, used $57,721 of cash.

     The use of $347,207 of cash for investing  activities  for the three months
ended  March 31, 2003  related  primarily  to the  acquisition  of property  and
equipment.  The use of $69,895 of cash for  investing  activities  for the three
months ended March 31, 2004,  is $277,312  less than the same quarter last year,
and is due to financing almost all fixed asset additions.

     We used $120,363 in cash for financing activities in the three months ended
March 31, 2003, primarily for repayment of debt. In the three months ended March


                                       16
<page>


31,  2004,  $129,416  of cash was  provided  by  financing  activities  of which
$353,002 was provided by increases in long-term debt.

     During  the  first  quarter  of 2004,  we  incurred  a net  loss to  common
shareholders of $1,503,939,  compared to a net loss in the first quarter of 2003
of  $1,758,200.  Our net cash used by operating  activities  for the quarter was
$57,721. We would have used more cash had it not been for a slow-down in payment
of routine  vendor  payables.  We  continue  to carry  higher  accounts  payable
balances to conserve cash.

     Revenue  decreased by  $1,353,873  from first quarter 2003 to first quarter
2004.  Contributing factors for this decrease in revenue include: a $1.1 million
decrease in revenue due to a change in management  and  marketing  strategies at
our ThermoView of California subsidiary; and, a $380,000 decrease in revenue due
to  a  re-engineering  of  operations  at  Thermo-Shield,   our  Chicago  retail
subsidiary, during the first quarter of 2004.

     Our loss by month declined as the quarter progressed.  Following is the net
loss for each month in the first quarter of 2003 and 2004:

                                      2003                  2004
                                      ----                  ----
                January         $  (943,575)          $  (729,086)
                February           (668,746)             (586,954)
                March              (145,879)             (187,899)

     We expect  positive cash from  operations  beginning in the second quarter.
Average  weekly cash  collections  during the first quarter were $1.17  million.
Average weekly cash  collections for the five weeks subsequent to March 31, 2004
were $1.35 million.

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

     Our  cash  flow  could  be   negatively   impacted  by  an  adverse   final
determination in the Nelson E. Clemmens' litigation.  The adverse judgment could
result in our requirement to pay $500,000 plus 10% interest accrued from January
1, 2001 until paid. We have recorded  $500,000 as long-term  debt on our balance
sheet,  and accrued  interest  amounting to $150,000  through March 31, 2004. We
have  appealed  the latest  decision  and expect  that it will take over  twelve
months to complete  the appeals  process.  For more  information,  see Note 7 of
Notes to Condensed Consolidated Financial Statements.

     We are  required to maintain  certain  financial  ratios and to comply with
various  other  covenants  and  restrictions  under the  terms of the  financing
agreements,  including restrictions as to additional financings,  the payment of
dividends and the  incurrence of additional  indebtedness.  We are in compliance
with all covenants as of December 31, 2003.

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


                                       17
<page>


     If we default in the future under our debt  arrangements,  the lenders can,
among other items,  accelerate  all amounts owed and increase  interest rates on
our debt.  An event of  default  could  result  in the loss of our  subsidiaries
because  of the  pledge  of our  ownership  in  all of our  subsidiaries  to the
lenders. As of December 31, 2003 and March 31, 2004, we are not in default under
any of our debt arrangements.

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

     o    debt service requirements;

     o    working capital requirements;

     o    planned property and equipment capital expenditures;

     o    expanding our retail segment;

     o    offering new technologically improved products to our customers; and

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

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

     We believe, in the long term, cash will be sufficient to meet our needs. We
are currently in the process of opening two new retail offices in the Midwest in
June,  2004.  We have  and are  investing  in the  development  of a new line of
climate resistant,  highly durable,  Compozit(TM) window systems that exceed the
durability of the components of the current replacement window. In addition,  we
continue to integrate the  advertising  and  marketing  programs of our regional
subsidiaries into a national home-remodeling business.

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

Pending Litigation

     ThermoView  does not  anticipate  any  significant  adverse  effect  on our
results of operations  through December 2004 because of the Clemmens  litigation
described  in Part II, Item 1, Legal  Proceedings.  Although we believe  that we
will prevail upon appeal of the claim,  an adverse  outcome in this action could
have a material adverse effect on our cash flow...

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     In June 2003, we restructured  our debt and all of our debt continues to be
fixed rate debt.  Interest  rate changes  would result in gains or losses in the
market value of our fixed-rate debt due to the  differences  between the current
market interest rates and the rates governing these instruments. With respect to


                                       18
<page>


our fixed-rate debt currently  outstanding,  a 10% change in interest rates (for
example, from 10% to 11%) would not have resulted in a significant change in the
fair value of our fixed-rate debt.

Item 4.  Controls and Procedures

     As of March 31, 2004, an evaluation  was carried out under the  supervision
and with the  participation  of  ThermoView's  management,  including  our Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of our
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934). Based on their evaluation, our Chief
Executive  Officer and Chief Financial  Officer have concluded that ThermoView's
disclosure  controls  and  procedures  are,  to the  best  of  their  knowledge,
effective to ensure that  information  required to be disclosed by ThermoView in
reports that it files or submits under the Exchange Act is recorded,  processed,
summarized  and reported  within the time periods  specified in  Securities  and
Exchange  Commission  rules and forms.  Subsequent to March 31, 2004,  our Chief
Executive  Officer and Chief Financial Officer have concluded that there were no
significant  changes in ThermoView's  internal controls or in other factors that
could significantly affect our internal controls.










                                       19
<PAGE>


        Part II - OTHER INFORMATION

Item 1. Legal Proceedings

     On November 19, 2001, Nelson E. Clemmens,  former director and president of
ThermoView,  filed an action titled Nelson E. Clemmens v. ThermoView Industries,
Inc., Civil Action No. 01-CI-07901  (Jefferson Circuit Court, November 19, 2001)
against ThermoView alleging subrogation and indemnity rights associated with Mr.
Clemmens'  loss  of  guaranty  collateral  to  PNC  Bank.  These  claims  are in
connection with the April 2000 amendment to ThermoView's previous bank debt with
PNC Bank, in which Stephen A.  Hoffmann,  Richard E. Bowlds,  Nelson E. Clemmens
and Douglas I.  Maxwell,  III  guaranteed  $3,000,000  of our PNC Bank debt.  In
January 2001,  PNC seized the  collateral  pledged as security by the guarantors
for the loan  guaranty.  In March  2001,  ThermoView  reached  settlements  with
Messrs.  Bowlds  and  Hoffmann  for any  claims  that they may hold  against  us
regarding their loss of assets in connection with the guaranty. We did not reach
a settlement  with Messrs.  Clemmens  and Maxwell with regard to  guarantees  of
$1,000,000.  Following the initial  discovery phase,  Clemmens sought a judicial
determination  that  ThermoView's  March 2001  assignment of the underlying debt
relieved him of a contractual  obligation  to refrain from  asserting a claim of
repayment  until the debt was ultimately  satisfied.  On September 30, 2002, the
Jefferson  Circuit  Court  issued  an order of  summary  judgment  stating  that
Clemmens  could not assert a claim for repayment  until the debt was  ultimately
satisfied.  Clemmens  filed a motion with the court to reconsider  the September
30, 2002, ruling. On February 26, 2003, the Jefferson Circuit Court reversed the
previous judgment granted to ThermoView and awarded judgment to Clemmens against
ThermoView. ThermoView sought a reconsideration of the February 26, 2003 ruling.
On May 9, 2003, the Jefferson  Circuit Court upheld the previous ruling in favor
of Clemmens,  and entered a final appealable  judgment which allowed Clemmens to
seek collection  against  ThermoView for the loss of collateral in the amount of
$500,000  plus  interest at the rate of 10% annually  beginning  January 1, 2001
($150,000 through December 31, 2003). On May 19, 2003,  ThermoView  appealed the
judgment  issued  to  Clemmens  to the  Kentucky  Court of  Appeals.  ThermoView
submitted its Appellant's Brief to the Kentucky Court of Appeals on December 22,
2003,  and the appeal remains  pending.  On June 6, 2003,  ThermoView,  with the
guarantee  of GE  Capital  Equity,  posted a  supercedeas  bond in the amount of
$690,000 with the Jefferson Circuit Court to prevent Clemmens from enforcing the
judgment  awarded to him during the  pendency of the appeal of this  matter.  In
order to secure the supercedeas bond,  ThermoView entered into an agreement with
GE  Capital  Equity to deposit  funds  monthly  into a sinking  fund to serve as
security for the amount of the  supercedeas  bond.  Pursuant to this  agreement,
ThermoView shall make payments of $50,000 monthly for the months of July through
December,  2003 and $30,000 monthly during the months January through June, 2004
until the balance of the  sinking  fund is equal to the face amount of the bond.
At March 31, 2004,  $360,000 is included on the  accompanying  balance  sheet as
restricted cash.  According to the agreement,  the balance should be $390,000 at
March 31,  2004,  however,  the March 2004  payment was made in April  2004.  In
addition,  under the agreement,  ThermoView must make additional payments to the
sinking  fund such that the  balance  of the  sinking  fund will be no less than
$690,000 by November 1, 2004. In consideration for the agreement, ThermoView has
agreed to pay to GE Capital Equity  Investments a fee of 2.5% of the face amount
of the bond upon  issuance  and has granted GE Capital  Equity a first  priority
lien on its assets to secure any  amounts  drawn on the bond.  In the event that
ThermoView  prevails upon the appeal and no amounts are drawn upon the bond, the
balance  of the  sinking  fund will be  applied  to the  Series A and B notes of


                                       20
<page>


ThermoView on a pro-rata basis. Maxwell has not asserted a claim for the loss of
his  collateral  as of the date of filing of this report.  Maxwell  could assert
claims for the same amount as Clemmens.  Management  has evaluated the potential
loss associated  with Clemmens'  litigation and Maxwell's  unasserted  claim and
believes that ThermoView has recorded adequate  liabilities on its balance sheet
as of March 31, 2004. While ThermoView  believes that the ultimate resolution of
this  Clemmens'  matter on appeal will be  favorable to  ThermoView,  an adverse
final  determination of our position regarding this matter could have a material
adverse effect on our cash flow.

Item 2. Changes in  Securities,  Use of Proceeds and Issuer  Purchases of Equity
        Securities

        None.

Item 3. Defaults upon Senior Securities

        None.

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

        None.

Item 5. Other Information

     On May 17, 2004,  ThermoView  issued a press  release  reporting  financial
results for the first  quarter.  The press release is filed  herewith as Exhibit
99.1.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

        See Index to Exhibits.

(b) Reports on Form 8-K.

        None.















                                       21
<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 17, 2004              By:      /s/ Charles L. Smith
                                    -----------------------------------------
                                    Charles L. Smith,
                                    Chief Executive Officer
                                    (principal executive officer)


Date:  May 17, 2004              By:      /s/ David A. Anderson
                                    -----------------------------------------
                                    David A. Anderson,
                                    Chief Financial Officer
                                    (principal financial and accounting officer)














                                       22
<PAGE>


                                INDEX TO EXHIBITS

   Exhibit
    Number                         Description of Exhibits
    31.1       --   Rule  13a-14(a)  Certification  of  Charles L. Smith for the
                    Form 10-Q for the quarter ended March 31, 2004.
    31.2       --   Rule  13a-14(a)  Certification  of David A. Anderson for the
                    Form 10-Q for the quarter ended March 31, 2004.
    32.1       --   18 U.S.C.  Section 1350  Certifications  of Charles L. Smith
                    and  David A.  Anderson  for the Form  10-Q for the  quarter
                    ended March 31, 2004.
    99.1       --   News Release of ThermoView Industries, Inc. announcing first
                    quarter financial results dated May 17, 2004.













                                       23
<PAGE>


CERTIFICATION                                                       Exhibit 31.1

I, Charles L. Smith, certify that:

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

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

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

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

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

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

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

Signature and Title: /s/ Charles L. Smith                     Date: May 17, 2004
                    ----------------------------              ------------------
                     Chief Executive Officer

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


                                       24
<PAGE>


CERTIFICATION                                                       Exhibit 31.2

I, David A. Anderson, certify that:

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

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

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

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

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

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

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

Signature and Title: /s/ David A. Anderson           Date: May 17, 2004
                    ------------------------              ----------------------
                    Chief Financial Officer

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


                                       25
<PAGE>


                                                                    Exhibit 32.1


     Charles L. Smith and David A. Anderson,  being the Chief Executive  Officer
and Chief  Financial  Officer,  respectively,  of ThermoView  Industries,  Inc.,
hereby  certify  as of this  17th day of May,  2004,  that the Form 10-Q for the
Quarter ended March 31, 2004,  fully complies with the  requirements  of Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 and that the  information
contained  in the Form 10-Q  fairly  presents,  in all  material  respects,  the
financial condition and results of operations of ThermoView Industries, Inc.

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


                                    By:      /s/ David A. Anderson
                                       -----------------------------------------
                                             David A. Anderson,
                                             Chief Financial Officer












                                       26
<page>

                                                                    Exhibit 99.1

       ThermoView Industries, Inc. Reports Income for First Quarter 2004

Monday May 17, 9:15 am ET

LOUISVILLE,  Ky., May 17  /PRNewswire-FirstCall/  -- ThermoView  Industries Inc.
(Amex: THV - News),  which designs,  manufactures and markets home  improvements
under the brand name "THV:  America's Home Improvement  Company," today reported
financial results for the first quarter ending March 31, 2004.

First quarter 2004 revenues were $14.8 million,  compared to year-ago  quarterly
revenues of $16.2 million.  The net loss attributable to common stockholders was
$1,503,939 or 16 cents per basic and diluted share.  That compares to a net loss
related to common  stockholders  of  $1,758,200 or 19 cent per basic and diluted
share for the first quarter of 2003.

"ThermoView's first quarter revenues declined compared to 2003," said Charles L.
Smith,  CEO and President of ThermoView.  Smith continued,  "However,  our first
quarter  2004 gross sales  exceeded the same period for 2003.  In addition,  our
backlog (contracts to be installed) at the end of the quarter has also increased
from 2003  levels.  This should  prove to be positive as we may attempt to reach
our future projections with this increased install base."

Smith also stated that ThermoView has made  significant  progress in its efforts
to open two new model THV  locations.  Both locations are on schedule to open in
their  expected June 2004  timeframes.  "Our due  diligence  should pay off with
these new THV sites in Paducah, KY and Peoria, IL. We are excited at putting our
best  practices  to work  and we will  heavily  market  our  presence  in  these
promising new locations," said Smith.

ThermoView's May 17 conference call and webcast

ThermoView  will  hold a  webcast  at 2:00  p.m.  EDT on May 17,  2004 to  allow
securities  analysts and shareholders the opportunity to hear management discuss
the  company's  quarterly  results.  Live  audio of the  conference  call can be
accessed from http://www.thv.com , or http://www.vcall.com/CEPage.asp?ID=88195 .
First time  listeners  should  visit  www.vcall.com  in advance to download  and
install any necessary audio software.

About ThermoView Industries, Inc.

ThermoView  is a  national  company  that  designs,  manufactures,  markets  and
installs  high-quality  replacement  windows and doors as part of a full-service
array of home improvements for residential homeowners. ThermoView's common stock
is  listed  on the  American  Stock  Exchange  under the  ticker  symbol  "THV."
Additional    information    on   ThermoView    Industries   is   available   at
http://www.thv.com .

<page>

Safe harbor statement

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

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

                                                  For the three months ended
                                                           March 31,
                                                     2003            2004

    Revenues                                     $16,193,013     $14,839,140

    Cost of revenues earned                        8,456,221       7,867,099

    Gross profit                                   7,736,792       6,972,041

    Selling, general and administrative expenses   8,396,181       7,480,599
    Depreciation expense                             214,101         212,598
    Amortization expense                               5,064          12,983

    Loss from operations                            (878,554)       (734,139)

    Equity in earnings (loss) of joint venture       (26,207)         (3,335)
    Interest expense                                (632,130)       (768,651)
    Interest income                                    9,764           5,563

    Loss before income taxes                      (1,527,127)     (1,500,562)

    Income tax expense (benefit)                        (424)          3,377

    Net loss                                      (1,526,703)     (1,503,939)

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

    Net loss attributable to
     common stockholders                         $(1,758,200)   $(1,503,939)

    Basic and diluted loss per common share:
    Net Loss attributable to common stockholders      $(0.19)        $(0.16)
    Net loss attributable to common stockholders      $(0.19)        $(0.16)


    Contacts:
    David A. Anderson, Chief Financial Officer, ThermoView Industries, Inc.,
    502-968-2020.