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

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


                                    FORM 10-Q


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

                For the quarterly period ended September 30, 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 [ ]

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

     As of October 31, 2002,  8,628,716 shares of the Registrant's common stock,
$.001 par value, were issued and outstanding.

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



<PAGE>



                           THERMOVIEW INDUSTRIES, INC.
                                TABLE OF CONTENTS


Part I Financial Information
     Item 1. Financial Statements..............................................1
         Condensed Consolidated Balance Sheets.................................1
         Condensed Consolidated Statements of Operations.......................2
         Condensed Consolidated Statements of Cash Flows.......................3
         Notes to Condensed Consolidated Financial Statements..................4
     Item 2. Management's Discussion and Analysis of Financial Condition
         and Results of Operations............................................12
     Item 3. Quantitative and Qualitative Disclosures About Market Risk.......18
     Item 4. Controls and Procedures..........................................18
Part II Other Information
     Item 1. Legal Proceedings................................................19
     Item 2. Changes in Securities and Use of Proceeds........................20
     Item 3. Defaults Upon Senior Securities..................................20
     Item 4. Submission of Matters to a Vote of Security Holders..............20
     Item 5. Other Information................................................20
     Item 6. Exhibits and Reports on Form 8-K.................................20
-----




<PAGE>

Item 1.  Financial Statements

                           ThermoView Industries, Inc.
                      Condensed Consolidated Balance Sheets

                                                   December 31,   September 30,
                                                        2001    2002 (Unaudited)
                                                  ------------- ----------------
Assets
Current assets:
   Cash and equivalents ........................   $  2,387,583    $  2,253,996
   Receivables:
     Trade .....................................      3,618,474       4,506,783
     Other .....................................        275,400         174,638
   Costs in excess of billings on
     uncompleted contracts .....................        973,628         651,453
   Inventories .................................      1,749,917       2,050,512
   Prepaid expenses and other current assets ...        907,881         632,347
                                                   ------------    -------------
Total current assets ...........................      9,912,883      10,269,729

Property and equipment, net ....................      2,665,382       2,649,100

Other assets:
   Goodwill, net ...............................     58,358,742      28,358,742
   Other assets ................................        263,138         272,525
                                                    ------------   -------------
                                                     58,621,880      28,631,267
                                                    ------------   -------------

Total assets ...................................   $ 71,200,145    $ 41,550,096
                                                   ============    =============
Liabilities and stockholders' equity
Current liabilities:
   Accounts payable ............................   $  3,928,781    $  4,303,012
   Accrued expenses ............................      2,617,533       3,135,949
   Billings in excess of costs on...............
     uncompleted contracts......................      1,064,153         899,946
   Income taxes payable ........................         52,450          52,450
   Current portion of long-term debt ...........        285,411         241,684
                                                   ------------    -------------
Total current liabilities ......................      7,948,328       8,633,041


Long-term debt .................................     17,631,967      17,184,079
Other long-term liabilities ....................        368,918         145,955

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
    $5,384,998 at September 30, 2002); 1,500,000
    shares authorized; 956,900 shares issued and
    outstanding at December 31, 2001 and
    September 30, 2002..........................      4,929,216       5,384,998
   Series E, $.001 par value (aggregate  redemption
    amount and liquidation  preference of
    $2,013,677 at December 31, 2001 and
    $2,192,508 at September 30, 2002); 500,000
    shares authorized; 336,600 shares issued and
    outstanding at December 31, 2001 and
    September 30, 2002..........................      2,013,677       2,192,508

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 outstanding at December 31, 2001 and
    8,628,716 shares issued and outstanding at
    September 30, 2002..........................          7,861           8,628
   Paid-in capital .............................     64,679,509      64,046,004
   Accumulated deficit .........................    (26,379,331)    (56,045,117)
                                                    ------------   -------------
Total stockholders' equity .....................     38,308,039       8,009,515
                                                    ------------   -------------

Total liabilities and stockholders' equity .....   $ 71,200,145    $ 41,550,096
                                                    ============   =============

See accompanying notes.


                                       1
<PAGE>


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

                                      For the                 For the
                                  three months ended      nine months ended
                                    September 30,            September 30,
                              ------------------------- ------------------------
                                 2001         2002         2001         2002
                                 ----         ----         ----         ----

Revenues ................... $22,639,563  $22,117,216  $68,194,587  $66,597,024
Cost of revenues earned ....  11,385,551   11,349,514   33,692,913   33,330,767
                             -----------  -----------  -----------  ------------
Gross profit ...............  11,254,012   10,767,702   34,501,674   33,266,257

Selling, general and
  administrative expenses ..   9,961,395    9,666,491   31,383,561   30,293,389
Depreciation expense .......     292,175      241,886      853,485      769,015
Amortization expense .......     703,862        2,311    2,101,285       70,848
                             -----------  -----------  -----------  ------------
Income from operations .....     296,580      857,014      163,343    2,133,005

Equity in earnings of joint
  venture ..................          --       16,284           --       48,564
Interest expense ...........    (618,549)    (680,424)  (2,305,079)  (2,000,870)
Interest income ............      16,255       22,436       46,094       51,174
                             -----------  -----------  -----------  ------------
Income (loss) before income
  taxes ....................    (305,714)     215,310   (2,095,642)     231,873

Income tax expense (benefit)       2,000      (95,175)      73,600     (102,341)
                             -----------  -----------  -----------  ------------

Income (loss) before extra-
  ordinary item and cumula-
  tive effect of an
  accounting change ........    (307,714)     310,485   (2,169,242)     334,214
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) ..........    (307,714)     310,485    4,980,867  (29,665,786)

Less non-cash Series D and
  E preferred stock dividends    (50,906)    (249,759)    (151,058)    (634,613)
Plus benefit of Series D pre-
  ferred stock redemption ..          --           --      397,350           --
                             -----------  -----------  -----------  ------------
                                  50,906     (249,759)     246,292     (634,613)
                             -----------  -----------  -----------  ------------
Net income (loss) attributable
  to common stockholders ... $  (358,620) $    60,726  $ 5,227,159 $(30,300,399)
                             ===========  ===========  ===========  ============

Basic income (loss) per
  common share:
  Income (loss) attributable
    to common stockholders . $     (0.04) $      0.01  $     (0.23) $     (0.03)
  Extraordinary item .......          --           --         0.86           --
  Cumulative effect of an
    accounting change ......          --           --           --        (3.33)
                             -----------  -----------  -----------  ------------
  Net income (loss)
    attributable to common
    stockholders ........... $     (0.04) $      0.01  $      0.63  $     (3.36)
                             ===========  ===========  ===========  ============

Diluted income (loss) per
  common share:
  Income (loss) attributable
    to common stockholders . $     (0.04) $      0.01  $     (0.23) $     (0.03)
  Extraordinary item .......          --           --         0.86           --
  Cumulative effect of an
    accounting change ......          --           --           --        (3.33)
                             -----------  -----------  -----------  ------------
  Net income (loss)
    attributable to common
    stockholders ........... $     (0.04) $      0.01  $      0.63  $     (3.36)
                             ===========  ===========  ===========  ============

See accompanying notes.


                                       2
<PAGE>

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

                                                     For the nine months ended
                                                            September 30,
                                                   -----------------------------
                                                       2001             2002
                                                       ----             ----

Operating activities
Net income (loss) ..............................   $  4,980,867    $(29,665,786)
Adjustments to reconcile net income (loss) to
   net cash provided by 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 ...............      2,954,770         839,863
   Accretion of debt discount ..................        795,351         637,873
   Other .......................................             --        (190,000)
   Interest forgiven ...........................        360,000              --
   Interest added to principal .................        812,498              --
   Changes in operating assets and liabilities .         96,268         213,297
                                                    ------------    ------------
Net cash provided by operating activities ......      2,849,645       1,835,247

Investing activities
Payments for purchase of property and equipment        (406,940)       (453,514)
Other ..........................................        167,274         (37,589)
                                                    ------------    ------------
Net cash used in investing activities ..........       (239,666)       (491,103)

Financing activities
Increase in long-term debt .....................      7,291,618          62,633
Payments of long-term debt .....................     (8,002,403)     (1,542,239)
Redemption of Series D preferred stock .........       (100,000)             --
Proceeds from issuance of warrants .............        392,382              --
Proceeds from exercise of stock options ........             --           1,875
Financing costs deferred or expensed ...........       (222,621)             --
                                                    ------------    ------------
Net cash used in financing activities ..........       (641,024)     (1,477,731)
                                                    ------------    ------------
Net increase (decrease) in cash and equivalents       1,968,955        (133,587)
Cash and equivalents at beginning of period ....        392,326       2,387,583
                                                    ------------    ------------
Cash and equivalents at end of period ..........   $  2,361,281    $  2,253,996
                                                    ============    ============

See accompanying notes.

                                       3

<PAGE>



                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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 nine-month  period ended
September 30, 2002,  are not  necessarily  indicative of the results that may be
expected for the year ended December 31, 2002.

     The new  accounting  standards  issued but not  effective  as of  September
30,2002, will not have a material effect on the financial statements.

     Certain  reclassifications  have  been  made  to the  September  30,  2001,
financial  statements to conform with September 30, 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 nine-month periods ended September 30, 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  period  ended


                                       4
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)

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

September 30, 2001 and the nine-month periods ended September 30, 2001 and 2002,
common share equivalents outstanding would be anti-dilutive.  Accordingly, basic
and diluted earnings per share amounts are the same.

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

                                                             Weighted Average
        Period                                              Shares Outstanding
        ---------------------------------------------      -------------------
        For the three months ended September 30, 2001           8,305,804
        For the nine months ended September 30, 2001            8,297,892
        For the nine months ended September 30, 2002            9,028,327

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

Basic - weighted average shares outstanding                      9,189,048
Dilutive effect of stock options and warrants                      997,163
                                                                ----------
Diluted - weighted average shares outstanding
  and assumed conversions                                       10,186,211
                                                                ==========

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

                                       Three Months             Nine Months
                                    Ended September 30,     Ended September 30,
                                    -------------------     -------------------
                                      2001      2002          2001       2002
                                      ----      ----          ----       ----
Income (loss) before extraordinary
  item and cumulative effect of an
  accounting change                $(307,714) $ 310,485  $(2,169,242) $ 334,214
Preferred stock dividends, net of
  benefit of redemption              (50,906)  (249,759)     246,292   (634,613)
                                   ---------  ---------- ------------ ----------
Income (loss) before extraordinary
  item and cumulative effect of an
  accounting change attributable
  to common stockholders           $(358,620) $  60,726  $(1,922,950) $(300,399)
                                   =========  ========== ============ ==========

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.


                                       5
<PAGE>

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

4. Goodwill (Continued)

     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 identifiable  intangible assets
and  liabilities to estimate their fair values.  Management  determined that the
fair value of tangible assets and liabilities did not differ  significantly from
book value, and that the Company's  identifiable  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 of the amount to be attributable to goodwill, a
charge for  impairment  of goodwill  of $30  million  was  recorded in the first
quarter of 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.  During  October 2002,  management  determined  that the Company would not
achieve previously  disclosed EBITDA guidance and issued revised guidance.  As a
result of the lower than  expected  EBITDA,  management  revisited  their  prior
goodwill  evaluation,  taking into account the lower anticipated cash flows, and
concluded that goodwill was not impaired.

     The income (loss) before  extraordinary  item and  cumulative  effect of an
accounting  change  attributable to common  stockholders as reconciled in Note 3
adjusted to a comparable basis for goodwill amortization is as follows:

                                       Three Months           Nine Months
                                    Ended September 30,    Ended September 30,
                                    ------------------   ----------------------
                                      2001      2002         2001       2002
                                      ----      ----         ----       ----
Income (loss) before extraordinary
  item and cumulative effect of an
  accounting change attributable to
  common stockholders as reported
  in Note 3                        $(358,620) $ 60,726   $(1,922,950) $(300,399)
Add back goodwill amortization       668,300         -     1,996,174          -
                                    --------  --------   -----------  ----------
Adjusted income (loss) before
  extraordinary item and cumula-
  tive effect of an accounting
  change attributable to common
  stockholders                      $309,680  $ 60,726   $    73,224  $(300,399)
                                    ========  ========   ===========  ==========


                                       6
<PAGE>

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

4. Goodwill (Continued)

                                       Three Months            Nine Months
                                    Ended September 30,    Ended September 30,
                                    ------------------   ----------------------
                                      2001      2002         2001       2002
                                      ----      ----         ----       ----
Basic income (loss) per share:
Income (loss) before extraordinary
  item and cumulative effect of an
  accounting change attributable to
  common stockholders as reported   $   (.04) $    .01   $     (0.23) $    (.03)
Add back goodwill amortization           .08         -           .24          -
                                    --------  --------   ------------ ----------
Adjusted income (loss) before
  extraordinary item and cumula-
  tive effect of an accounting
  change attributable to common
  stockholders                      $    .04  $    .01   $       .01  $    (.03)
                                    ========  ========   ============ ==========

Diluted income (loss) per share:
Income (loss) before extraordinary
  item and cumulative effect of an
  accounting change attributable to
  common stockholders as reported   $   (.04) $    .01   $      (.23) $    (.03)
Add back goodwill amortization           .08         -           .24          -
                                    --------  --------   ------------ ----------
Adjusted income (loss) before
  extraordinary item and cumula-
  tive effect of an accounting
  change attributable to common
  stockholders                      $    .04  $    .01   $       .01  $    (.03)
                                    ========  ========   ============ ==========

     Information regarding goodwill by segment is as follows:

                                    Manufacturing     Retail
                                        Segment       Segment          Total
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 September 30, 2002
  after impairment write-off        $ 1,470,563    $ 26,888,179    $ 28,358,742
                                    ============   =============   =============

5.   Segment Information

     For the  three  month  periods  ended  September  30,  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.


                                       7
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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 and nine months ended  September
30, was as follows:

For the three months               Manu-
ended September 30, 2001         facturing    Retail    Corporate  Consolidated
------------------------         ---------- ----------- ---------- ------------
Revenues from external customers $2,011,178 $20,597,090 $   31,295  $22,639,563
Intersegment revenues               324,172           -          -      324,172
Income (loss) from operations       267,205     740,490   (711,115)     296,580
Total assets                      6,758,946  62,239,048  2,524,062   71,522,056

For the three months               Manu-
ended September 30, 2002         facturing    Retail    Corporate  Consolidated
------------------------         ---------- ----------- ---------- ------------
Revenues from external customers $1,900,901 $20,121,597 $   94,718  $22,117,216
Intersegment revenues               235,027           -          -      235,027
Income (loss) from operations       261,209   1,117,510   (521,705)     857,014
Total assets                      4,682,090  34,855,995  2,012,011   41,550,096

For the nine months                Manu-
ended September 30, 2001         facturing    Retail    Corporate  Consolidated
------------------------         ---------- ----------- ---------- ------------
Revenues from external customers $5,123,143 $62,988,447 $   82,997  $68,194,587
Intersegment revenues               743,434           -          -      743,434
Income (loss) from operations       342,946   2,001,157 (2,180,760)     163,343

For the nine months                Manu-
ended September 30, 2002         facturing    Retail    Corporate  Consolidated
------------------------         ---------- ----------- ---------- ------------
Revenues from external customers $4,716,183 $61,603,571 $  277,270  $66,597,024
Intersegment revenues               709,041           -          -      709,041
Income (loss) from operations       450,837   3,228,912 (1,546,744)   2,133,005

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


                                       8
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)

6. Contingencies and Commitments (Continued)

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 as the oral  argument of this matter is  scheduled  for November 19,
2002. Although ThermoView continues to believe that the claims are without merit
and intends to vigorously  defend the suit, an unfavorable  final disposition of
this matter 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.  Following the initial  discovery phase,  Clemmens sought a judicial


                                       9
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)

6. Contingencies and Commitments (Continued)

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 has filed a motion to  reconsider  the  September  30, 2002
ruling.  Our  management  believes  that no  payment  should be made for loss of
guarantor  collateral  and  we  continue  to  assert  our  legal  position.   An
unfavorable  determination  of our position  regarding  this matter could have a
material adverse effect on our cash flow.

     In August 2002,  ThermoView received information from the Missouri Attorney
General  regarding  numerous  alleged  violations  of the  Missouri  Do Not Call
statutes by one of its  subsidiaries.  ThermoView has  investigated  the alleged
violations  and has  provided  a  preliminary  response  in its  defense  to the
Missouri Attorney General.  No enforcement  action has been filed to date. While
the Attorney  General may assert a claim,  the ultimate  liability cannot now be
determined. Based upon the facts available,  ThermoView management believes that
the  disposition  of this matter will not have a material  adverse effect on the
financial condition of the Company.

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

     In March 2000, the Company  entered into a license  agreement with Research
Frontiers  Incorporated  (Research  Frontiers),   a  Delaware  corporation  with
headquarters  located in Woodbury,  New York,  for the  non-exclusive  rights to
market windows which utilize variable light transmission technology developed by
Research Frontiers. The agreement provides for the payment of a royalty of 5% of
the net selling  price of the licensed  products as defined in the  agreement to
Research  Frontiers for products sold by 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.

    In the second  quarter of 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.

     The first and second quarter  issuances  completed the cashless exercise of
the 1,100,000 warrants outstanding related to the Series C preferred stock.


                                       10
<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)

7. Stockholders' Equity (Continued)

     In the third quarter of 2002, the Company issued 3,000 shares of its common
stock upon the exercise of stock options issued at $.625 per share.

     In January 2002,  options were granted to purchase  60,000 shares of common
stock at $.87 per share. In April 2002,  options were granted to purchase 50,000
shares at $1.02 per share.

8. Subsequent Events

     Subsequent to September 30, 2002, the Company retired  $325,000 of Series A
and B senior  debt.  This  brings  the total debt  retired  to date in 2002,  to
$1,525,000.



















                                      11
<PAGE>


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

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

     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.

     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



                                       12
<PAGE>

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

                                      For the three months   For the nine months
                                       ended September 30,   ended September 30,
                                      --------------------   ------------------
                                        2001       2002       2001        2002
                                      --------   --------   --------   ---------
                                                    (In thousands)
Revenues ..........................   $ 22,640   $ 22,117   $ 68,195   $ 66,597

Cost of revenues earned ...........     11,386     11,349     33,693     33,331
                                      --------   --------   --------   ---------

Gross profit ......................     11,254     10,768     34,502     33,266

Selling, general and administrative
  expenses ........................      9,961      9,666     31,384     30,293
Depreciation expense ..............        292        243        854        769
Amortization expense ..............        704          2      2,101         71
                                      --------   --------   --------   ---------

Income from operations ............        297        857        163      2,133

Equity in earnings of joint venture         --         16         --         49
Interest expense ..................       (619)      (680)    (2,305)    (2,001)
Interest income ...................         16         22         46         51
                                      --------   --------   --------   ---------

Income (loss) before income taxes .       (306)       215     (2,096)       232

Income tax expense (benefit) ......          2        (95)        73       (102)
                                      --------   --------   --------   ---------

Income (loss) before extraordinary
  item and cumulative effect of an
  accounting change ...............       (308)       310     (2,169)       334

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) .................       (308)       310      4,981    (29,666)

Less  non-cash  Series  D  and  E
  preferred  stock dividends ......        (51)      (249)      (151)      (634)

Plus benefit of Series D preferred
  stock redemption ................         --         --        397         --
                                      --------   --------   --------   ---------

                                           (51)      (249)       246       (634)
                                      --------   --------   --------   ---------

Net income (loss) attributable to
  common stockholders .............   $   (359)  $     61   $  5,227   $(30,300)
                                      ========   ========   ========   =========

                                       13
<PAGE>

Three Months Ended September 30, 2002 Compared to September 30, 2001

     Revenues.  Revenues  decreased  from $22.6  million in the third quarter of
2001 to $22.1 million in the third quarter of 2002. This revenue decrease is due
primarily to  fluctuations in revenues of our retail  subsidiaries.  We expected
stronger  performance  in the third  quarter  of 2002,  but a soft  economy  and
tighter lending restrictions on our customers by outside financial  institutions
impacted our performance.  Management has been diligently  searching for and has
secured  alternative  consumer  lending  sources to address the tighter  lending
restrictions  on  ThermoView's  customers.  Thomas  Construction,  our St. Louis
retail  subsidiary,  reported $430,000 more revenue in the third quarter of 2002
compared to the same period in 2001 due to improved subsidiary  management focus
on  marketing.   ThermoView  of  California,   our  Southern  California  retail
subsidiary, reported $306,000 more revenue in the third quarter of 2002 compared
to the same  period in 2001 due to a new Orange  County  branch.  Leingang,  our
North Dakota  retail  subsidiary,  reported  $291,000  more revenue in the third
quarter of 2002 compared to the same period in 2001 due to  significant  backlog
caused by a severe  hailstorm in June 2001.  Thermo-Shield,  our Chicago  retail
subsidiary, reported $741,000 less revenue in the third quarter of 2002 compared
to the same period in 2001.  This  subsidiary  continues  to be  underperforming
following  a change in its lead  generation  strategy  and change in  subsidiary
management.  ThermoView's management is closely monitoring this subsidiary in an
effort to improve its  performance.  Rolox,  our Kansas City,  Missouri,  retail
subsidiary  reported $606,000 less revenue in the third quarter of 2002 compared
to the  same  period  in 2001.  This  subsidiary  eliminated  a  customer  sales
incentive  program in 2002 and  experienced  staff turnover which had an adverse
impact on revenues.

     Gross Profit. Gross profit, which represents revenues less cost of revenues
earned,  decreased  from  $11.3  million  in the third  quarter of 2001 to $10.8
million in the third quarter of 2002. As a percentage of revenues,  gross profit
decreased from 49.7% for the quarter ended  September 30, 2001, to 48.7% for the
quarter  ended  September  30, 2002.  The lower gross profit  percentage  in the
quarter ended  September 30, 2002,  resulted from increased  installation  labor
costs, increased insurance costs and increased other costs.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased  from  $10.0  million in the  quarter  ended
September 30, 2001 to $9.7 million in the same quarter of 2002. Selling, general
and administrative  expenses as a percentage of revenues decreased from 44.0% in
the third quarter of 2001,  to 43.7% in the third quarter of 2002.  The decrease
in selling,  general and  administrative  expenses in the third  quarter of 2002
represents  a  concerted  effort by  management  to reduce  corporate  and field
expenses.  We have  reduced  salary  expense,  phone  expense and various  other
administrative costs.

     Depreciation  Expense.  Depreciation expense decreased from $292,000 in the
third  quarter of 2001 to  $242,000  in the third  quarter  of 2002,  reflecting
relatively constant levels of property and equipment.

     Amortization  Expense.  Amortization expense decreased from $704,000 in the
third  quarter  of 2001 to $2,000 in the third  quarter of 2002.  This  decrease
resulted from the adoption of the new accounting standard relating to goodwill.


                                       14
<PAGE>

     Interest  Expense.  Interest  expense  increased from $619,000 in the third
quarter of 2001 to $680,000 in the third quarter of 2002. This increase  results
from additional  amounts of debt owed to GE Equity related to their agreement to
defer interest payments in 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 third  quarter of 2001 relates to state income  taxes.
Income  tax  benefit  in the third  quarter  of 2002  relates  to some state tax
refunds.

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

Nine Months Ended September 30, 2002 Compared to September 30, 2001

     Revenues. Revenues decreased from $68.2 million in the first nine months of
2001 to $66.6 million in the same period of 2002. This revenue  decrease of $1.6
million is due primarily to fluctuations in revenues of our retail subsidiaries.
Thomas  Construction,  our St. Louis retail  subsidiary,  reported $918,000 more
revenue in the first nine months of 2002 compared to the same period in 2001 due
to improved subsidiary management focus on marketing.  ThermoView of California,
our Southern California retail subsidiary, reported $648,000 more revenue in the
first  nine  months  of 2002  compared  to the same  period in 2001 due to a new
Orange County branch.  Leingang,  our North Dakota retail  subsidiary,  reported
$1.3 million more revenue in the first nine months of 2002  compared to the same
period in 2001 due to significant  backlog caused by a severe  hailstorm in June
2001. Thermo-Shield,  our Chicago retail subsidiary,  reported $2.6 million less
revenue in the first nine  months of 2002  compared  to the same period in 2001.
This subsidiary  continues to be underperforming  following a change in its lead
generation strategy and change in subsidiary management. ThermoView's management
is closely  monitoring this subsidiary in an effort to improve its  performance.
Rolox, our Kansas City,  Missouri,  retail subsidiary reported $1.3 million less
revenue in the first nine  months of 2002  compared  to the same period in 2001.
This  subsidiary  eliminated  a  customer  sales  incentive  program in 2002 and
experienced staff turnover which had an adverse impact on revenues.

     Gross Profit.  Gross profit  decreased from $34.5 million in the first nine
months  of 2001 to  $33.3  million  in the  first  nine  months  of  2002.  As a
percentage  of  revenues,  gross profit  decreased  from 50.6% in the first nine
months of 2001 to 50.0% in the first nine months of 2002. The lower gross profit
percentage in the first nine months of 2002 resulted from increased installation
labor costs, increased insurance costs and increased other costs.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative expenses decreased from $31.4 million in the first nine months of
2001 to $30.3  million in the first nine  months of 2002.  Selling,  general and
administrative  expenses as a percentage of revenues decreased from 46.0% in the
first  nine  months of 2001,  to 45.5% in the  first  nine  months of 2002.  The
decrease  in  selling,  general  and  administrative  expenses in the first nine


                                       15
<PAGE>

months of 2002 represents a concerted  effort by management to reduce  corporate
and field expenses.  We have reduced salary expense,  phone expense, and various
other administrative costs.

     Depreciation  Expense.  Depreciation expense decreased from $854,000 in the
first  nine  months  of 2001 to  $769,000  in the  first  nine  months  of 2002,
reflecting relatively constant levels of property and equipment.

     Amortization  Expense.  Amortization expense decreased from $2.1 million in
the first nine months of 2001 to $71,000 in the first nine months of 2002.  This
decrease  results from the adoption of the new accounting  standard  relating to
goodwill.

     Interest Expense. Interest expense decreased from $2.3 million in the first
nine  months of 2001 to $2.0  million  in the first  nine  months of 2002.  This
decrease  results from the reduction of interest  related to the  elimination of
nearly $7.0 million of debt during the first quarter of 2001 in connection  with
a debt restructuring,  a 2% reduction in the stated interest rate on $10 million
of our debt,  and extended  maturity dates on some of our debt which reduced the
monthly amounts of accretion of debt discount.

     Income Tax Expense.  Due to operating losses,  management concluded that it
was  more  likely  than not  that  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 nine  months of 2001  relates to state  income  taxes.
Income tax  benefit in the first nine  months of 2002  relates to some state tax
refunds.

     Extraordinary Item. The extraordinary item in the first nine months of 2001
represents a gain on forgiveness of debt in connection with the restructuring of
debt in March 2001. The $7.2 million  extraordinary  gain is net of expenses and
net of $82,000 of value  assigned to common stock  purchase  warrants  issued in
connection with the settlement reached with our former senior lender, PNC Bank.

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

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

Liquidity And Capital Resources

     As of September  30, 2002,  we had cash and  equivalents  of $2.3  million,
working capital of $1.6 million, $17.2 million of long-term debt, net of current
maturities,  and $7.6 million of mandatorily  redeemable  preferred  stock.  Our
operating activities for the nine months ended September 30, 2001, provided $2.8
million of cash. Our operating  activities  for the nine months ended  September
30, 2002, provided $1.8 million of cash.


                                       16
<PAGE>

     The use of $240,000 of cash for  investing  activities  for the nine months
ended September 30, 2001, related to the acquisition of $407,000 of property and
equipment  offset by collection of finance  receivables.  The use of $491,000 of
cash for  investing  activities  for the nine months  ended  September  30, 2002
related primarily to the acquisition of property and equipment.

     Financing  activities  for the nine months ended  September 30, 2001,  used
$641,000  of  cash.  The  financing  activities  primarily  relate  to the  debt
restructuring  that  occurred  in March 2001.  We used $1.5  million in cash for
financing  activities in the nine months ended September 30, 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 September  30, 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:

     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

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

     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. In
October 2002, we opened a new retail sales office in Phoenix,  Arizona,  and are
working to open two new retail  offices  in  Nebraska  or Iowa and in a southern
state in 2003.  Also, we have and are investing in the development of Alter-Lite
light-control  windows  and a new  line of  climate  resistant,  highly  durable


                                       17
<PAGE>

Compozit(TM)  windows. In addition,  we intend to more thoroughly  integrate the
advertising  and marketing  programs our regional  subsidiaries  into a national
home-remodeling  business over the next two years. These various  initiatives we
expect will require cash from $300,000 to $400,000 in the next twelve months.

     On or before our debt matures in 2004, we anticipate  either  extending the
term of our current financing or refinancing it. Management retired $1.2 million
of debt through  September 30, 2002, and retired another $325,000  subsequent to
September  30,  2002.  We do not  intend to make any  further  substantial  debt
retirements in 2002.

     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,  Clemmens, or Missouri Attorney General litigation described
in Part II, Item 1, Legal Proceedings.  Although  ThermoView believes the claims
in these lawsuits are without merit and intends to vigorously  defend the suits,
an adverse  outcome,  in the Pro Futures or the  Clemmens  actions  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.

Item 4. Controls And Procedures

     ThermoView  management,  including  the Chief  Executive  Officer and Chief
Financial  Officer,  within  90  days of the  filing  of this  Form  10-Q,  have
conducted  an  evaluation  of  the  effectiveness  of  disclosure  controls  and
procedures pursuant to Exchange Act Rule 13a-14c. Based on that evaluation,  the
Chief  Executive  Officer and Chief  Financial  Officer have  concluded that the
disclosure  controls and  procedures are effective in ensuring that all material
information required to be filed in this quarterly report has been made known to
them in a timely  fashion.  There have been no  significant  changes in internal
controls,  or in factors  that could  significantly  affect  internal  controls,
subsequent to the date the Chief Executive  Officer and Chief Financial  Officer
completed their evaluation.








                                       18
<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 as the oral  argument of this matter is  scheduled  for November 19,
2002. Although ThermoView continues to believe that the claims are without merit
and intends to vigorously  defend the suit, an unfavorable  final disposition of
this matter 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
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


                                       19
<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.  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 has filed a motion to  reconsider  the  September  30, 2002
ruling.  Our  management  believes  that no  payment  should be made for loss of
guarantor  collateral  and  we  continue  to  assert  our  legal  position.   An
unfavorable  determination  of our position  regarding  this matter could have a
material adverse effect on our cash flow.

     In August 2002,  ThermoView received information from the Missouri Attorney
General  regarding  numerous  alleged  violations  of the  Missouri  Do Not Call
statutes by one of our  subsidiaries.  ThermoView has  investigated  the alleged
violations  and has  provided  a  preliminary  response  in its  defense  to the
Missouri Attorney General.  No enforcement  action has been filed to date. While
the Attorney  General may assert a claim,  the ultimate  liability cannot now be
determined. Based upon the facts available,  ThermoView management believes that
the  disposition  of this matter will not have a material  adverse effect on our
financial condition.

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.






                                       20
<PAGE>

                                   SIGNATURES

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

                                    ThermoView Industries, Inc.



Date:  November 14, 2002            By:      /s/ Charles L. Smith
                                    -----------------------------------------
                                    Charles L. Smith,
                                    Chief Executive Officer
                                    (principal executive officer)


Date:  November 14, 2002            By:      /s/ James J. TerBeest
                                    -----------------------------------------
                                    James J. TerBeest,
                                    Chief Financial Officer
                                    (principal financial and accounting officer)


     Charles L. Smith and James J. TerBeest,  being the Chief Executive  Officer
and Chief  Financial  Officer,  respectively,  of ThermoView  Industries,  Inc.,
hereby certify as of this 14th day of November, 2002, that the Form 10-Q for the
Quarter  ended  September 30, 2002,  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/ James J. TerBeest
                                    -----------------------------------------
                                    James J. TerBeest,
                                    Chief Financial Officer






                                       21

<PAGE>

CERTIFICATION

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  quarterly  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 quarterly report;

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

4)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  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  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6)   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Signature and Title: /s/ Charles L. Smith                Date: November 14, 2002
                    ---------------------------------         ------------------
                     Chief Executive Officer


                                       22
<PAGE>

CERTIFICATION

I, James J. TerBeest, certify that:

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

2)   Based on my  knowledge,  this  annual  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 annual report;

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

4)   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  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 annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

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

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6)   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Signature and Title: /s/ James J. TerBeest               Date: November 14, 2002
                    ------------------------                   -----------------
                    Chief Financial Officer


                                       23
<PAGE>


INDEX TO EXHIBITS

  Exhibit                                              Description of Exhibits
   Number
























                                       24
<PAGE>