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

                                  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 June 30, 2000

                                       OR

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

               For the transition period from ______ to ______.

                        Commission File Number 001-15469

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

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


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

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


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

      As of July 31, 2000,  7,449,257 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............3
      Condensed Consolidated Statements of Cash Flows............4
      Notes to Condensed Consolidated Financial Statements.......5
   Item 2. Management's Discussion and Analysis of Financial Condition
      and Results of Operations.................................16
   Item 3. Quantitative and Qualitative Disclosures About Market
      Risk......................................................26
Part II Other Information
   Item 1. Legal Proceedings....................................28
   Item 2. Changes in Securities and Use of Proceeds............28
   Item 3. Defaults Upon Senior Securities......................28
   Item 4. Submission of Matters to a Vote of Security Holders..28
   Item 5. Other Information....................................29
   Item 6. Exhibits and Reports on Form 8-K.....................29
-----




<PAGE>


                                        3



<PAGE>


Item 1.  Financial Statements

                           ThermoView Industries, Inc.
                      Condensed Consolidated Balance Sheets



                                                  December 31,  June 30, 2000
Assets                                                1999       (Unaudited)
                                                  -----------------------------
Current assets:
  Cash and equivalents                              $3,331,721     $ 845,458
  Receivables:
   Trade, net of allowance for doubtful accounts
     of $276,000 in 1999 and $285,000 in 2000        5,062,127     4,490,991
   Finance, net of unearned interest of $149,000
in 1999 and $155,081 in 2000                            60,000        55,030
   Related party                                        55,554        34,164
   Other                                               337,482       355,052
  Costs in excess of billings on uncompleted
contracts                                            1,274,073     1,691,330
  Inventories, net of reserves of $165,000 in
2000                                                 2,300,643     2,254,571
  Prepaid expenses and other current assets            342,978       414,047
  Deferred income taxes                                322,000             -
                                                  -----------------------------
Total current assets                                13,086,578     10,140,643

Property and equipment, net of accumulated
  depreciation of $1,169,604 in 1999 and
  $1,531,888 in 2000                                 3,679,179     3,243,677

Other assets:
  Goodwill, net of accumulated amortization of
   $3,645,468 in 1999 and $4,336,686 in 2000        74,162,341     61,851,354
  Deferred income taxes                              1,406,000             -
  Finance receivables, net of unearned interest
   of $1,092,411 and reserves of $200,000 in
   1999 and unearned interest of $1,170,635 and
   reserves of $565,500 in 2000                        932,411       502,523
  Other assets                                         704,675       777,047
                                                  -----------------------------
                                                    77,205,427     63,130,924

                                                  -----------------------------
Total assets                                        $93,971,184    $76,515,244
                                                  =============================



<PAGE>









                                               December 31, 1999   June 30, 2000
                                                             (Unaudited)
                                                 ------------------------------
Liabilities and stockholders' equity Current liabilities:
  Accounts payable                                  $3,444,402     $4,662,363
  Due to sellers of acquired businesses              1,000,000        450,000
  Accrued expenses                                   3,278,924      3,992,588
  Billings in excess of costs on uncompleted
contracts                                              930,732      1,273,787
  Income taxes payable                                 116,784         73,334
  Current portion of long-term debt                    358,920      5,376,366
                                                  -----------------------------
Total current liabilities                            9,129,762     15,828,438

Long-term debt                                      21,399,874     17,297,381
Due to sellers of acquired businesses                7,085,000            -
Other long-term liabilities                             32,542        427,040

Mandatorily  redeemable  Series C convertible
  preferred stock,  $.001 par value
  (aggregate  redemption  amount and  liquidation
  preference of $6,000,000); 25,000 shares authorized;
  6,000 shares issued and outstanding                4,648,550      5,471,420

Stockholders' equity:
   Preferred stock, 5,000,000 shares authorized:
   Series A, $.001 par value; none issued                    -              -
   Series B, $.001 par value; none issued                    -              -
   Series D, $.001 par value; 1,439,316 shares
issued and outstanding                                       -          1,439
  Common stock, $.001 par value; 25,000,000
   shares authorized; 7,389,592 shares issued
   and outstanding in 1999 and 7,449,257 shares
   issued and outstanding in 2000                        7,390          7,449
  Paid-in capital                                   59,794,361     64,861,188
  Accumulated deficit                               (8,126,295)   (27,379,111)
                                                  -----------------------------
Total stockholders' equity                          51,675,456     37,490,965

                                                  -----------------------------
Total liabilities and stockholders' equity          $93,971,184   $76,515,244
                                                  =============================

                             See accompanying notes.



<PAGE>




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



                            For the three            For the six
                             months ended            months ended
                               June 30,                June 30,
                         ---------------------   ---------------------
                            1999       2000         1999         2000
                            ----       ----         ----         ----

Revenues                 $28,446,493 $27,230,072 $50,196,310  $48,706,488

Cost of revenues earned   12,738,104  12,967,297  22,502,359   23,349,374
                         -----------------------  ------------------------

Gross profit              15,708,389  14,262,775  27,693,951   25,357,114

Selling, general and
  administrative
  expenses                13,847,495  14,619,093  25,389,692   27,707,146
Unusual charges                    -  10,745,000           -   10,745,000
Depreciation expense         236,326     283,157     439,531      545,723
Amortization expense         694,965     877,608   1,554,872    1,746,249
                         ----------------------- ------------------------

Income (loss) from
operations                   929,603 (12,262,083)    309,856  (15,387,004)

Interest expense            (446,213) (1,149,005)   (857,837)  (2,242,325)
Interest income               38,335      37,391     100,666      105,513
                         ----------------------- ------------------------

Income (loss) before
income taxes                 521,725 (13,373,697)   (447,315) (17,523,816)

Income tax provision         470,000   2,984,000     337,000    1,729,000
                         ----------------------- ------------------------

Net income (loss)             51,725 (16,357,697)   (784,315) (19,252,816)

Less preferred stock dividends:
  Series A and B cash
dividends                    421,346           -     846,076            -
  Series C cash
dividends                    143,605           -     143,605      100,800
  Series C non-cash
dividends                  1,464,290     540,435   1,464,290    1,010,070
  Series D undeclared
dividends                          -     180,000           -      180,000
                         ----------------------- ------------------------

Net loss attributable
  to common
  stockholders          $(1,977,516)$(17,078,132)$(3,238,286)$(20,543,686)
                         =======================  =======================

Basic and diluted loss
  per common share        $   (0.41)   $   (2.16)  $   (0.68)   $   (2.60)
                         =======================  =======================

Weighted average shares
outstanding               4,813,120    7,909,338   4,750,323    7,914,833
                         =======================  =======================

                      See accompanying notes.




<PAGE>


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

                                                  For the six months
                                                        ended
                                                       June 30,
                                                   1999         2000
                                              --------------------------

Operating activities
Net loss                                       $ (784,315) $(19,252,816)
  Adjustments to reconcile net loss to net
   cash provided by (used in) operations:
   Depreciation and amortization                1,994,403     2,291,972
   Deferred income taxes                          112,500     1,728,000
   Accretion of debt discount                           -       799,998
   Unusual charges                                      -    10,745,000
   Loss on finance receivables                          -       380,000
   Other                                                -       111,482
   Changes in operating assets and
liabilities                                     1,582,360     2,448,932
                                              -------------------------
Net cash provided by (used in) operating
activities                                      2,904,948      (747,432)

Investing activities
Acquisitions of businesses, net of cash
acquired                                      (18,125,231)   (1,002,795)
Payments for purchase of property and
equipment                                      (1,229,011)     (469,486)
Other                                            (538,421)       39,053
                                              -------------------------
Net cash used in investing activities         (19,892,663)   (1,433,228)

Financing activities
Increase in long-term debt                     13,810,039             -
Payments of long-term debt                       (248,559)     (204,803)
Proceeds from issuance of mandatorily
  redeemable preferred stock and detachable
  stock purchase warrants, net of fees          5,405,060             -
Preferred stock dividends paid in cash           (989,681)     (100,800)
                                              -------------------------
Net cash provided by (used in) financing
activities                                     17,976,859      (305,603)
                                              -------------------------
Net increase (decrease) in cash and
equivalents                                       989,144    (2,486,263)
Cash and equivalents at beginning of period     1,302,797     3,331,721
                                              -------------------------
Cash and equivalents at end of period          $2,291,941     $ 845,458
                                              =========================

                      See accompanying notes.




<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)


1. Basis of Presentation and Management's Plans

      The accompanying  unaudited condensed consolidated financial statements of
ThermoView Industries,  Inc. ("ThermoView" or "the Company"), have been prepared
assuming that the Company will continue as a going concern,  which  contemplates
the  realization of assets and the  satisfaction  of liabilities in the ordinary
course of business.  The carrying amounts of assets and liabilities presented in
the financial  statements  do not purport to represent  realizable or settlement
values.  However,  the Company has suffered  recurring  operating losses,  has a
working capital deficit at June 30, 2000, and used cash in its operations during
the six month  period  ended June 30,  2000.  The  Company  also  violated  debt
covenants  at certain  dates  during the six month  period  ended June 30, 2000.
Although lenders have waived the defaults, the debt covenant violations together
with the other factors  mentioned above currently raise  substantial doubt about
the  Company's  ability to continue  as a going  concern.  The more  significant
factors giving rise to  management's  concern in the second quarter of 2000 were
that the  second  quarter  operating  results  were well  below  plan and that a
significant  working  capital  deficit  arose in the second  quarter  due to the
operating losses and a recently negotiated requirement to pay down $5 million of
PNC Bank, N.A. debt by December 27, 2000. The consolidated  financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.

      It is  management's  opinion that the going concern basis of reporting its
financial  condition and results of operations is appropriate at this time based
upon, among other things,  the Company  achieving the goals described below. The
Company  plans to  increase  cash  flows  and to take  steps  towards  achieving
profitable operating results through increased management focus on improving the
Company's  retail  segment's  operating  results,  the  closure of  unprofitable
operations,  and  reduction of corporate  administrative  expenditures.  As more
fully  discussed in Note 8, steps have already been taken by management to close
unprofitable  operations.  Steps have also been  taken to reduce  administrative
expenditures principally by terminating corporate employees. Also, as more fully
discussed  in Note 6, the Company  intends to refinance  its $15 million  credit
facility owed to PNC Bank, N.A.


<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)

1. Basis of Presentation and Management's Plans (Continued)


      These  unaudited  condensed  consolidated  financial  statements 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 and six
month periods ended June 30, 2000, are not necessarily indicative of the results
that may be expected for the year ended December 31, 2000.

      For further  information,  refer to the consolidated  financial statements
and footnotes  thereto  included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.

      Results  of  operations  for the six month  period  ended  June 30,  1999,
includes the operating results of the  Thermo-Shield  Companies from acquisition
date on March 1, 1999. Assuming Thermo-Shield  Companies had been acquired as of
January 1, 1999,  the Company's  consolidated  results of operations for the six
months ended June 30, 1999 are as shown:

Revenues                                          $52,698,127
Net loss                                             (756,356)
Net loss applicable to common stockholders         (3,210,327)
Basic and diluted loss per common share                  (.67)

2. Inventories

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

3.    Loss per Common Share

      Loss per common  share is  calculated  in  accordance  with  Statement  of
Financial  Accounting  Standards  ("SFAS")  No. 128,  "Earnings  Per Share." The
Company  calculates  basic earnings per common share using the weighted  average
number of shares  outstanding  for the period.  The weighted  average  number of
shares  outstanding  for the three and six month  periods  ended June 30,  2000,
includes  shares related to a stock  purchase  warrant that can be exercised for
nominal cash  consideration.  Diluted earnings per common share include both the
weighted  average  number of shares and any  common  share  equivalents  such as
options or warrants in the  calculation.  As the Company recorded losses for the
three  and six  month  periods  ended  June 30,  1999  and  2000,  common  share
equivalents  outstanding  would be  anti-dilutive,  and as  such,  have not been
included in weighted average shares outstanding.

4.    Income Taxes

      The income tax  provision  for the three and six month  periods ended June
30, 1999 differs from the amount computed by applying the statutory U.S. Federal
income tax rate to income (loss)  before  income taxes  primarily as a result of
state taxes and non-deductible goodwill amortization.


<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)

4.    Income Taxes (Continued)


      At December 31, 1999 and March 31, 2000, the Company  reported  $1,728,000
and $2,983,000,  respectively,  of deferred income tax assets.  Due to operating
losses  incurred  during the three month period ended June 30, 2000, the Company
is now  forecasting  a  taxable  loss for the year  ending  December  31,  2000.
Management  has  concluded  that it is more likely  than not that the  Company's
deferred  tax assets will not be realized  and,  accordingly,  the  deferred tax
assets at June 30, 2000, have been fully offset by a valuation  allowance.  As a
result,  the income tax provision for the three and six month periods ended June
30, 2000 includes the effect of  recognizing a valuation  allowance  against the
deferred tax assets that existed at the beginning of such periods.

5.    Segment Information

      For the three and six month  periods  ended  June 30,  1999 and 2000,  the
Company's business units had separate management teams and infrastructures  that
operate  primarily  in the vinyl  replacement  windows,  doors and related  home
improvement  products  industry in various states in the Midwest and in Southern
California.  The  business  units have been  aggregated  into  three  reportable
operating segments: manufacturing, retail and financial services.


<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (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.

Financial Services

      The  financial  services  segment  finances  credit  sales  of the  retail
segment. Key Home Credit, ThermoView's Owensboro,  Kentucky, finance subsidiary,
was closed in July 2000  since  expanding  the  subsidiary  would have  required
considerable capital. Management decided that the Company could more effectively
employ capital to expand its high margin retail business.

      Segment  information  for the three month and six month periods ended June
30, was as follows:

   For the three
      months                                   Financial
ended June 30, 1999  Manufacturing  Retail     Services  Corporate Consolidated
-------------------  -------------  ------     --------  --------- ------------
Revenues from
  external customers $2,172,408   $26,240,832   $15,987    $17,266  $28,446,493
Intersegment
  revenues            2,488,493             -         -          -    2,488,493
Income (loss) from
  operations            278,718     1,917,739   (82,952)(1,183,902)     929,603
Total assets         11,463,241    70,311,769 1,027,153  2,752,277   85,554,440

   For the three
       months
ended June 30, 2000
Revenues from
  external customers  $2,056,794  $25,155,837  $ 17,441  $       -  $27,230,072
Intersegment
  revenues             1,418,455            -         -          -    1,418,455
Restructuring
  charges             (3,843,652)  (6,901,348)        -          -  (10,745,000)
Loss from operations  (4,419,090)  (5,872,652) (455,583)(1,514,758) (12,262,083)
Total assets           8,038,263   67,255,220   610,931    610,830   76,515,244
 For the six months
ended June 30, 1999
Revenues from
  external customers  $3,422,494  $46,712,374  $ 34,002   $ 27,440  $50,196,310
Intersegment
  revenues             4,344,282            -         -          -    4,344,282
Income (loss) from
  operations             232,426    2,594,115  (163,898)(2,352,787)     309,856
Total assets          11,463,241   70,311,769 1,027,153  2,752,277   85,554,440

 For the six months
ended June 30, 2000
Revenues from
  external customers  $3,106,841  $45,569,278  $ 30,369   $      -  $48,706,488
Intersegment revenues  3,111,485            -         -          -    3,111,485
Restructuring charges (3,843,652)  (6,901,348)        -          -  (10,745,000)
Loss from operations  (5,070,819)  (6,973,351) (532,980)(2,809,854) (15,387,004)
Total assets           8,038,263   67,255,220   610,931    610,830   76,515,244


<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)

6. Financing Arrangements

      The Company is required to maintain certain financial ratios and to comply
with various other covenants and  restrictions  under the terms of its financing
agreements,  including  restrictions  as to the  payment of  dividends,  and the
incurrence of additional indebtedness. The Company violated covenants at certain
dates during the six month period ended June 30, 2000.  The Company's  principal
lenders,  PNC Bank, N.A., and GE Capital Equity  Investments,  Inc. ("GE"), have
waived these covenant violations through June 30, 2000. Debt covenants have been
amended with the most restrictive covenants being a requirement to pay PNC Bank,
N.A.,  $5 million by  December  27,  2000 and a debt  service  coverage  test as
defined in the amended debt agreement.  Although the Company believes it will be
able to comply with the amended debt covenants, it is reasonably possible it may
not be able to comply. In this event, PNC Bank, N.A., and GE will have the right
to  demand  payment  of the  total  amounts  due  them,  including  the  amounts
classified as long-term obligations in the accompanying  condensed  consolidated
balance sheet as of June 30, 2000.

      In August 2000, PNC Bank, N.A.,  extended the maturity date of $10 million
of ThermoView's $15 million credit facility from May 1, 2001 to July 1, 2001. In
connection  with waiving  defaults at June 30, 2000,  as noted above,  PNC Bank,
N.A.  is  requiring  the  Company to repay $5 million of the credit  facility by
December 27, 2000. Accordingly, $5 million of the credit facility is included in
the current portion of long-term debt as of June 30, 2000.

      PNC Bank, N.A. is also not permitting the payment of any cash dividends on
the  Company's  Series C or  Series D  preferred  stock  until  the  earlier  of
repayment  of the entire $15 million  credit  facility or  September  30,  2001.
Although  $5 million is the only amount  currently  due,  management  intends to
pursue  refinancing the entire $15 million credit facility prior to December 31,
2000.  Alternatives to a complete refinancing before December 31, 2000, would be
to refinance only the $5 million portion  currently due or to sell the Company's
manufacturing  facility in North Dakota to raise  sufficient funds to retire the
$5 million due in December 2000.  Although  management  intends to  aggressively
pursue these  alternatives,  there is no assurance that sufficient funds will be
available  by  December  2000 to  retire  the $5  million  of debt  (see  Note 1
describing going concern uncertainty).  Four stockholders of the Company (one of
whom is also an officer and  director of the  Company)  continue to  guarantee a
total of $3 million of the credit  facility  for fees equal to an annual rate of
10%.

      The  Series C  mandatorily  redeemable  preferred  stock  has a  quarterly
dividend  payment  requirement  to be paid with 70% cash and 30% Company  common
stock.  The annual dividend rate is 9.6%. Also, in conjunction with the issuance
of the Series C preferred stock, the Company issued warrants to purchase up to a
total of  400,000  shares of common  stock at $21.00  per share  (the  number of
shares and exercise price being subject to adjustment in certain  circumstances)
at any time  until  April 22,  2004.  Additionally,  the  Company  and the Funds
entered  into a  registration  rights  agreement  whereby the Company  agreed to
register  150% of the shares of common stock  issuable  upon  conversion  of the
Series C preferred  stock and  exercise  of the  warrants.  The Company  filed a
registration  statement on Form S-1 with the Securities and Exchange  Commission
(SEC) in December 1999 registering the  aforementioned  shares.  The Company has
agreed to keep the  registration  statement  effective  for four years after the
date the SEC declared the registration statement effective unless the Funds have
sold all of the common stock covered by the registration statement or unless the
Funds may sell the common stock without volume restrictions pursuant to Rule 144
under the Securities  Act of 1933, as amended.  For every month in which (i) the
Company has failed to keep the registration  statement effective as required, or
(ii) the common stock is not listed or quoted on a national securities exchange,
the Funds have the right to require the Company to pay them a cash penalty equal
to 2% of the  product of the number of shares of Series C  preferred  stock then
outstanding and $1,000. The registration  rights agreement also grants the Funds
certain other demand and piggy-back registration rights.

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

      In August 2000, the two funds holding the mandatorily redeemable preferred
stock agreed to be paid dividends with 100% Company common stock until such time
as the normal  quarterly  dividend  payments of part cash, part common stock are
again  permitted  in  accordance  with  terms of the PNC Bank,  N.A.  agreement.
Payment of the cash  portion of the  dividend in common  stock will be dilutive.
Assuming the stock  dividend  continues  for five  quarters at a market  trading
price of $1 per share,  the Company  would be  required  to issue  approximately
500,000  additional  shares of its common stock to the two funds in lieu of cash
dividends.  Also in August 2000, the two funds temporarily waived their right to
keep their registration  effective,  and will not impose the penalties permitted
under the agreement during the waiver period which extends through May 31, 2001.


<PAGE>

6. Financing Arrangements (Continued)

      In  April  2000,  the  Company  completed   negotiations  to  satisfy  its
obligations  under  certain  earn-out  provisions  with  previous  owners of the
Company's subsidiaries. As a result of the negotiations,  the Board of Directors
authorized  1,500,000  shares of 12% Series D cumulative  preferred stock ($.001
par value and $5.00 stated value),  and the Company then issued 1,417,000 shares
to the previous  owners in lieu of cash to satisfy  $7,085,000 of obligations to
them. An additional  22,316 shares of Series D preferred  stock have been issued
to  compensate  the previous  owners for interest  earned  amounting to $111,580
prior to settlement of the  obligations.  The Series D preferred stock is senior
to the common  stock of the Company and is on parity with the Series C preferred
stock. The Series D preferred stock will pay cumulative dividends at the rate of
$.60 per share annually, or an annual rate of 12% subject to the availability of
such funds and the consent of the senior  lender of the Company.  As  previously
discussed,  the  senior  lender is not  currently  permitting  payment  of these
dividends.  The Series D preferred stock has an aggregate liquidation preference
of $7,196,580 plus  accumulated and unpaid  dividends which amounted to $180,000
as of June 30, 2000.  The shares of Series D preferred  stock are  redeemable by
the Company at its option,  in whole or in part,  for cash or common  stock that
equals  the  liquidation  value of the shares  redeemed.  The shares of Series D
preferred stock are not convertible into common stock, have no voting rights and
contain  no  registration  rights.  A venture  capital  firm  loaned  one of the
previous owners $1,500,000 at 12% interest, and collateralized the loan with the
previous owner's 1,113,500 shares of 12% Series D cumulative  preferred stock. A
stockholder,  who  also  is an  officer  and  director  of  the  Company,  and a
stockholder and former director of the Company have an ownership interest in the
venture capital firm.


7. Contingencies

      The Company  entered into a 90-day listing  agreement in October 1999 with
IPO.COM,  Inc.  under  which the  Company  authorized  IPO.COM  to  include  its
prospectus  on the  IPO.COM  web site.  In  addition  to hosting  the  Company's
prospectus,  IPO.COM provided  summary material  relating to the Company and its
initial  public  offering on its web site.  The IPO.COM web site also provided a
direct link to the  Company's  web site.  Although the Company did not intend to
create an agency relationship with IPO.COM,  and while the Company believes that
IPO.COM is not and has not acted as its agent,  the listing  agreement  may have
created  an agency  relationship.  If  IPO.COM  is deemed  the  Company's  agent
pursuant to the listing  agreement,  the  summarized  material  contained in the
IPO.COM web site relating to the Company and its initial public offering and the
information  contained in the Company's  web site could  constitute a prospectus
that  does not meet  the  requirements  of the  Securities  Act of 1933.  If the
summarized  materials  relating  to the  Company in the  IPO.COM web site or the
materials  contained in the Company's web site did constitute a violation of the
Securities Act of 1933,  investors in the initial public offering would have the
right, for a period of one year from the date of their purchase of common stock,
to obtain recovery of the consideration  they paid for their common stock or, if
these persons had already sold the common stock,  to sue the Company for damages
resulting from their  purchase of common stock.  These damages could total up to
approximately $6.9 million,  plus interest,  if these investors seek recovery or
damages after an entire loss of their investment.  Any recovery or damages could
adversely impact the Company's  liquidity during the period in which a refund is
paid.  Although the Company cannot be certain as to the ultimate  disposition of
this  matter,  it is the  opinion of the  Company's  management,  based upon the
information  available to it,  including the advice of legal  counsel,  that the
expected  outcome of this  matter will not  significantly  affect the results of
operations and financial condition of the Company.


<PAGE>

                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)

7. Contingencies (Continued)

      On March 3, 2000, Pro Futures Bridge Capital Fund, L.P. and Bridge Capital
Partners,  Inc.  Defined Benefit Pension Plan filed an action titled PRO FUTURES
BRIDGE CAPITAL FUND, L.P. V. THERMOVIEW  INDUSTRIES,  INC., ET AL., Civil Action
No. 00CV0559 (Colo. Dist. Ct., March 3, 2000) against ThermoView, its directors,
certain  officers,  an employee and a stockholder  alleging  breach of contract,
common law fraud, fraudulent  misstatements and omissions in connection with the
sale of securities,  negligent  misrepresentations and breach of fiduciary duty.
These claims are in connection with the mandatory conversion of ThermoView's 10%
Series A convertible  preferred stock,  held by the two funds, into common stock
upon  completion of the initial public  offering in December 1999, and purchases
by the two funds of ThermoView's common stock from ThermoView stockholders.  The
funds are seeking  rescission of their purchases of the Series A preferred stock
in the amount of $3,250,000, plus interest and unspecified damages in connection
with their  purchases  of the  common  stock.  ThermoView  has filed a notice to
dismiss  certain claims and an answer denying  liability in the remainder of the
claims.  ThermoView has also exercised an election for the removal of the action
to the US District Court of Colorado,  and the matter has been designated by the
US District Court as Civil Action No.  00-B-722.  Pro Futures has filed a motion
to remand the action back to the original  venue.  The court has not rendered an
opinion  on  the  motion  to  remand.   A  scheduling  order  has  been  entered
establishing a trial date in December 2001. While  ThermoView  believes that the
claims are without  merit and intends to  vigorously  defend the suit, it is too
early in the process to predict the likely outcome of the matter.

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

8.    Unusual Charges

      As a  result  of  the  Company's  decisions  to  reduce  emphasis  on  the
manufacturing  segment  and  to  enhance  cash  flow  and  profitability  of the
Company's retail operations, the Company recorded unusual charges of $10,745,000
in the quarter ended June 30, 2000.

      The unusual charges  specifically  relate to management's  and the Board's
decisions to close and abandon two ThermoView subsidiaries as follows:

           Operation                          Activity

Precision Window Mfg., Inc.     Manufacturer   of   windows  in  St.
(Precision)                     Louis, Missouri

American Home  Developers  Co., Retailer   of   primarily   textured
Inc.                            coatings in Los Angeles, California
(American Home Developers)


<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)

8.    Unusual Charges (Continued)


      The Company's  results of  operations  for the three and six month periods
ended June 30, include the following amounts for these entities:

                                                        Income (Loss) from
                                                         Operations Before
For the three months ended June 30, 1999     Revenues    Unusual Charges
----------------------------------------     --------    ---------------
Precision                                   $1,968,808      $ 162,592
American Home Developers                     1,221,833        (35,388)

For the three months ended June 30, 2000
----------------------------------------
Precision                                    1,180,080       (863,629)
American Home Developers                       803,152       (150,718)

For the six months ended June 30, 1999
--------------------------------------
Precision                                    3,640,985        296,784
American Home Developers                     2,185,773        (82,446)

For the six months ended June 30, 2000
--------------------------------------
Precision                                    2,710,377     (1,366,365)
American Home Developers                     1,473,200       (328,335)

      The unusual charges consist of the following:

                                               American
                                                 Home
                                   Precision  Developers     Total

Goodwill write-off                $ 3,075,484 $6,891,348  $9,966,832
Write down of tangible  assets to
  net realizable value                568,168     10,000     578,168
Additional warranty reserve           200,000          -     200,000
                                  ----------- ----------  ----------
                                  $ 3,843,652 $6,901,348  $10,745,000
                                  =========== ==========  ===========


<PAGE>



      The Board of  Directors  in January  2000  authorized  management  to seek
buyers for the  Company's two  manufacturing  subsidiaries.  Management  did not
intend to dispose of these subsidiaries if the transaction resulted in a loss to
ThermoView. However, Precision had significant operating losses in the first and
second  quarters of 2000, and  management has not been  successful in locating a
purchaser  of  the  business.  Because  of the  poor  operating  performance  of
Precision in the first half of 2000 and  anticipated  future losses,  management
and the Board  decided in June 2000 to close this  subsidiary  and  abandon  the
business including  Precision's  product lines and customer  relationships.  The
Company anticipates  completion of this process in August 2000. The writedown of
tangible  assets to net  realizable  value  noted above  relates to  Precision's
inventories  and  equipment  which are  expected  to be sold below cost based on
current  estimates  of selling  prices.  Precision's  warranty  reserve has been
adjusted  for the  expected  increase  in  warranty  costs which will occur as a
result of having to use an outside party to perform warranty work once Precision
is closed.  Precision's  manufacturing  facilities are leased under an agreement
which expires in December 2004 and has remaining  rental  payments of $1,100,000
as of June 30, 2000.  The Company  believes  this  facility can be subleased for
rents at  least  equal to the  rental  obligation  and,  therefore,  expects  no
significant loss on this commitment.

      As  discussed  in Note 6,  management  may  dispose  of the  North  Dakota
manufacturing subsidiary to generate sufficient funds to satisfy the requirement
to repay the $5 million of PNC Bank,  N.A.  credit  facility by  December  2000.
However, since the North Dakota subsidiary is profitable, management prefers not
to sell it if there  are  suitable  alternatives  to  refinance  the $5  million
required  payment and if a  satisfactory  sales price cannot be achieved for the
business.  No loss on the sale of the North Dakota manufacturing  subsidiary has
been  recognized  at June 30,  2000,  even  though a loss on sale may be likely,
since   management  has  not  yet  made  a  decision  to  sell  the  subsidiary.
ThermoView's  investment in the subsidiary amounts to approximately $6.9 million
at June 30,  2000.  Since  the  subsidiary's  estimated  future  cash  flows are
sufficient  to recover the related  assets,  there is no current  impairment  of
long-lived assets relative to this subsidiary as ThermoView continues to own and
operate it as a manufacturing business.

      American Home Developers incurred losses and had negative cash flow in the
first six months of 2000.  Since this  subsidiary  sold to a different  customer
base  and  the  development  of its  product  mix  was  moving  contrary  to the
diversified  home  improvement   product  mix  of  ThermoView's  other  southern
California  locations,  management  concluded  in June  2000 that  closing  this
unprofitable  operation  and  abandoning  its  underlying  business was a better
alternative   than  trying  to  merge  the  subsidiary  with  other   ThermoView
businesses. The operation was closed in July 2000.

9.    Stockholders' Equity

      In March  2000,  12,500  shares of  common  stock  having a fair  value of
$50,000 were issued to satisfy the  Company's  obligation  for royalty  payments
under a license agreement with Research Frontiers Incorporated.


<PAGE>


                           THERMOVIEW INDUSTRIES, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (UNAUDITED)

9.    Stockholders' Equity (Continued)


      On April 30,  2000,  18,000  shares of common stock having a fair value of
$43,884  were issued as  additional  consideration  for a 1998  acquisition.  In
addition,  76,263 shares of common stock were taken back by ThermoView  relating
to a 1999  acquisition  that did not achieve its first year's targeted  earnings
for the year ended February 29, 2000. The 76,263 shares were  originally  valued
at  $1,298,469,  and  this  amount  has now  been  reversed  from  goodwill  and
stockholders' equity.

      In June 2000, the Company's stockholders approved a reduction in preferred
authorized  shares  from 50  million  to 5  million  and a  reduction  in common
authorized  shares from 100 million to 25 million.  In addition,  the  Company's
stockholders authorized the Company to issue up to 3.75 million shares of common
stock in one or more private placements.

      On June 20, 2000, the Board of Directors approved,  subject to stockholder
approval,  the 2000 stock  option plan (the "2000  Plan").  Under the 2000 Plan,
qualified or  non-qualified  stock  options may be granted to key  employees and
nonemployee  directors  of the  Company.  The  exercise  price  and terms of any
options granted are determined at the date of grant.

      The  remaining  shares  available  for grant under the 1999 Plan as of the
close of business on September 30, 2000,  are to be  transferred to and reserved
for issuance under the 2000 Plan.  After transfer of 1999 Plan remaining  shares
to the 2000 Plan,  1,400,000  shares are to be reserved for  issuance  under the
2000 Plan.



<PAGE>







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

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

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

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

Overview

      We design, manufacture,  sell and install custom vinyl replacement windows
for  residential  and  retail  commercial  customers.  We also sell and  install
replacement  doors, home textured  coatings,  vinyl siding,  patio decks,  patio
enclosures,  cabinet refacings and kitchen and bathroom remodeling products.  We
have financed a portion of our customers' purchases through Key Home Credit, our
consumer finance subsidiary.  However, our finance subsidiary was closed in July
2000 since expanding the subsidiary would have required considerable capital. We
anticipate  a greater  reliance on  strategic  relationships  with  unaffiliated
companies to improve our operations in the manufacturing and financial  services
business segments.

Business Segments

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

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

      Manufacturing. Our manufacturing segment consists of our subsidiaries that
manufacture  and sell vinyl  replacement  windows to our retail  segment  and to
unaffiliated  customers.  Sales  from the  manufacturing  segment  to our retail
segment have been a larger  percentage of our  manufacturing  revenues in recent
years,  however,  this trend will not  continue as our retail  subsidiaries  are
obtaining windows  manufactured from unaffiliated  vendors. We believe that with
our present retail volume, we can achieve lower product cost and more consistent
product quality by outsourcing to high volume window  manufacturers  rather than
to expand our  internal  manufacturing.  Our  manufacturing  segment  recognizes
revenues when products are shipped.  Gross profit in the  manufacturing  segment
represents  revenues after deducting product costs (primarily  glass,  vinyl and
hardware), window fabrication labor and other manufacturing expenses.

      Consistent  with  our  shift to  outsourced  manufacturing,  our  Board of
Directors in January 2000 authorized us to seek buyers for our two manufacturing
subsidiaries.  We did  not  intend  to  dispose  of  these  subsidiaries  if the
transaction  resulted in a loss to ThermoView.  However,  Precision Window Mfg.,
Inc.,  our  manufacturing  subsidiary in St. Louis,  Missouri,  had  significant
operating  losses in the first and second quarters of 2000, and we have not been
successful  in  locating  a  purchaser  of the  business.  Because  of the  poor
operating  performance in the first half of 2000 and anticipated  future losses,
management  and the Board decided in June 2000 to close the  subsidiary.  We may
also dispose of our North Dakota manufacturing subsidiary to generate sufficient
funds to  satisfy  a  requirement  to repay $5  million  of the PNC Bank  credit
facility by December 27, 2000.  However,  since our North Dakota  subsidiary  is
profitable,  we prefer  not to sell it if there  are  suitable  alternatives  to
refinance the $5 million required payment and if we cannot secure a satisfactory
sales price for the business.

      Financial  Services.  Our financial  services  segment has financed credit
sales of our retail segment. We closed Key Home Credit,  ThermoView's Owensboro,
Kentucky,  finance subsidiary, in July 2000 since expanding the subsidiary would
have required  considerable  capital.  We decided that we could more effectively
employ capital to expand our retail business.

Historical Results Of Operations

                                  For the three
                               months ended June  For the six months
                                      30,           ended June 30,
                              ---------------------------------------
                                 1999      2000     1999      2000
                                 ----      ----     ----      ----
                                           (In thousands)

Revenues......................  $28,446   $27,230  $50,196   $48,706

Cost of revenues earned.......  12,738     12,967   22,502    23,349
                              ----------------------------------------

Gross profit..................  15,708     14,263   27,694    25,357

Selling, general and
   administrative expenses...   13,847     14,619   25,390    27,707
Restructuring charges.........       -     10,745        -    10,745
Depreciation expense..........     237        283      439       547
Amortization expense..........     695        878    1,555     1,746
                              ----------------------------------------

Income (loss) from operations.     929    (12,262)     310   (15,388)

Interest expense..............    (446)    (1,149)    (858)   (2,242)

Interest income...............      38         37      101       106
                              ----------------------------------------
Income  (loss)  before  income
   taxes......................     521    (13,374)    (447)  (17,524)

Income tax provision..........     470      2,984      337     1,729
                              ----------------------------------------

Net income (loss).............      51    (16,358)    (784)  (19,253)

Less preferred stock dividends:
  Series A and B cash dividends    421          -      846         -
  Series C cash dividends.....     144          -      144       101
  Series C non-cash dividends.   1,464        540    1,464     1,010
  Series D undeclared dividends      -        180        -       180
                               ---------------------------------------
                                                -        -      -
Net loss attributable to
   common stockholders........  $(1,978)  $(17,078)$(3,238)  $(20,544)
                               =======================================

      Three Months Ended June 30, 2000 Compared to June 30, 1999

      Revenues.  Revenues  decreased from $28.4 million in 1999 to $27.2 million
in 2000. This revenue  decrease of $1.2 million is due primarily to fluctuations
in quarterly  revenues for certain  subsidiaries.  Revenues  from  Thermo-Shield
decreased $1.7 million due to (a) changing its lead generation  strategy,  which
should  improve  its  long-term  performance  but  have  an  adverse  effect  on
short-term  operating  performance and cash flows; and (b) the closing of two of
its branch  operations  that were  unprofitable.  Precision  Window  Mfg.,  Inc.
(Precision),  one of our  manufacturers,  and two of the  retailers  to which it
provides  windows,  The Rolox  Companies  (Rolox) and  ThermoView  of  Missouri,
collectively  reported $1.0 million less revenues in the second  quarter of 2000
than in the similar period in 1999.  Despite  improving  production  capacity to
more normal levels at Precision at the beginning of the second  quarter of 2000,
we continued to experience quality control and delivery problems. These problems
negatively impacted the results at Precision.  The quality and delivery problems
also adversely impacted Rolox and ThermoView of Missouri.  We are in the process
of closing  Precision and are now buying  windows from a third party.  Decreases
were partially offset by revenue gains due to product  diversification in two of
our retail subsidiaries.

      Gross  Profit.  Gross  profit,  which  represents  revenues  less  cost of
revenues  earned,  decreased from $15.7 million in the second quarter of 1999 to
$14.3 million in the second quarter of 2000.  This decline  principally  results
from less revenue as explained  above,  and the poor  operating  performance  at
Precision,  Rolox and ThermoView of Missouri. As a percentage of revenues, gross
profit decreased from 55.2% in the second quarter of 1999 to 52.4% in the second
quarter of 2000.  This  decrease  results  primarily  because  some costs at our
subsidiaries  are fixed and these fixed costs are more  significant  relative to
the lower volumes in the second  quarter of 2000 compared to the second  quarter
of 1999, and because of the production inefficiencies at Precision.

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

      Selling,  General  and  Administrative  Expenses.   Selling,  general  and
administrative  expenses  increased  from $13.8 million in the second quarter of
1999 to $14.6  million in the second  quarter of 2000.  The increase in selling,
general  and  administrative  expenses is largely  due to  additional  corporate
office  expenses in the second  quarter of 2000 over the second  quarter of 1999
amounting to  approximately  $264,000,  as well as an estimated  loss on finance
receivables of $380,000.  The higher corporate expenses in the second quarter of
2000 are principally due to consulting fees and other professional services.

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

      Unusual Charges.  Unusual charges for the second quarter of 2000 amounting
to  $10.7  million  represent  primarily  goodwill  write  offs  for  two of our
subsidiaries  which are being closed,  Precision  and American Home  Developers,
plus other asset write offs and expense accruals required by these closures.

      Depreciation Expense.  Depreciation expense increased from $236,000 in the
second  quarter of 1999 to $283,000 in the second quarter of 2000 as a result of
capital expenditures in 1999 and 2000.

      Amortization Expense.  Amortization expense increased from $695,000 in the
second quarter of 1999 to $878,000 in the second quarter of 2000.  This increase
results from  additional  amortization  expense in the second quarter of 2000 at
several  subsidiaries  as the former owners  secured an increase to our purchase
price of their entities by achieving post-acquisition earnings targets.

      Interest  Expense.  Interest expense increased from $446,000 in the second
quarter of 1999 to $1.1  million in the second  quarter of 2000  primarily  as a
result of interest,  including  accreted  discount,  on the $10.0 million senior
subordinated  promissory note with GE Capital, which began accruing in mid-1999,
as well as interest on  additional  amounts  borrowed  under the PNC Bank credit
facility in the first quarter of 1999.

      Income Tax Provision. The provision for income taxes in the second quarter
of 1999 differs from the amount computed by applying the statutory U.S.  Federal
income tax rate to loss before income taxes primarily as a result of state taxes
and  non-deductible  goodwill  amortization.  At March  31,  2000,  the  Company
reported  $3.0 million of deferred  income tax assets.  Due to operating  losses
incurred  during  the  three  month  period  ended  June  30,  2000,  we are now
forecasting a taxable loss for the year ending December 31, 2000. Management has
concluded that it is more likely than not that the Company's deferred tax assets
will not be realized and, accordingly,  the deferred tax assets at June 30, 2000
have been fully  offset by a valuation  allowance.  As a result,  the income tax
provision  for the three month period ended June 30, 2000,  includes the effects
of  recognizing  a  valuation  allowance  against the  deferred  tax assets that
existed at March 31, 2000.

      Series A and B Cash Dividends. There were no cash dividends for the second
quarter of 2000 on our Series A and Series B preferred stock since the preferred
stock was converted into shares of our common stock effective December 31, 1999.

      Series C Cash Dividends.  PNC Bank did not permit us to pay cash dividends
on the Series C preferred stock for the second quarter of 2000.

      Series C Non-Cash Dividends. Non-cash dividends of $540,000 for the second
quarter  of  2000  represent  accretion  of  the  discount  on  the  mandatorily
redeemable Series C preferred stock related to the value of the detachable stock
purchase  warrants  issued  to the  Series C  preferred  stockholders  and stock
dividends paid to these stockholders. Non-cash dividends of $1.5 million for the
second  quarter  of  1999  relate  to a  beneficial  conversion  feature  of the
mandatorily  redeemable  Series C  convertible  preferred  stock issued in April
1999, as well as accretion of the discount of the stock.

      Series D  Undeclared  Dividends.  PNC  Bank is  currently  not  permitting
payment of dividends  on our Series D preferred  stock which was issued in April
2000.

Six Months Ended June 30, 2000 Compared to June 30, 1999

      Revenues.  Revenues  decreased from $50.2 million in 1999 to $48.7 million
in 2000.  Revenues decreased $1.5 million or 3% due primarily to fluctuations in
revenues for certain subsidiaries.  Precision, Rolox, and ThermoView of Missouri
collectively  reported $1.9 million less revenues in the first half of 2000 than
in the similar  period in 1999.  This  reduced  revenue was due to the  negative
effects of Precision's  quality  control and delivery  problems noted above,  as
well as a  significant  decline in  production  during the first quarter of 2000
resulting from the relocation of our Precision manufacturing plant in St. Louis,
Missouri, in the first quarter of 2000.  Precision's production decline not only
reduced revenues of Precision,  but also caused revenue reductions at the retail
operations  due to Precision's  inability to produce and deliver  windows during
the plant relocation.  Additionally, American Home Developers' revenue decreased
$713,000  in the first half of 2000 as compared to the first half of 1999 as the
operation was in the process of being closed.

      We partially offset the revenue reduction  discussed above by $1.2 million
more  revenue  reported  in the first  half of 2000 due  principally  to product
diversification in two of our retail subsidiaries.

      Gross Profit.  Gross profit decreased from $27.7 million in the first half
of 1999 to $25.4  million in the first half of 2000.  This  decline  principally
results from less revenue as explained above, and the poor operating performance
at Precision,  Rolox and  ThermoView  of Missouri.  As a percentage of revenues,
gross  profit  decreased  from 55.2% in the second  half of 1999 to 52.1% in the
second half of 2000. This decrease results  primarily  because some costs at our
subsidiaries  are fixed and these fixed costs are more  significant  relative to
the lower  volumes in the first half of 2000 compared to the first half of 1999.
The fixed costs of Thermo-Shield for the first half of 2000 were higher than the
first half of 1999 because Thermo-Shield was acquired March 1, 1999.

      Selling,  General  and  Administrative  Expenses.   Selling,  general  and
administrative  expenses  increased from $25.4 million in the first half of 1999
to $27.7  million  in the  first  half of 2000.  The $2.3  million  increase  in
selling,  general and administrative  expenses is partially due to the timing of
certain  advertising  and  lead  generation  expenses  for  Thomas  Construction
amounting  to  $525,000  in 2000.  Also,  two  more  months  of  Thermo-Shield's
operations  (which  were  acquired  on March 1,  1999) in the first half of 2000
cause an increase  over the first half of 1999 of $1.4 million,  and  additional
corporate  office expenses in the first half of 2000 over the first half of 1999
cause an increase of approximately  $533,000.  The higher corporate  expenses in
the first  quarter  of 2000 are  principally  due to  consulting  fees and other
professional services. The first half of 2000 also includes an estimated loss on
finance receivables of $380,000. We partially offset these increases by $322,000
principally due to the elimination of administrative  expenses of TD Windows and
the discontinuance of ThermoView Ad Group in the fourth quarter of 1999.

      Unusual Charges.  Unusual charges for the second half of 2000 amounting to
$10.7  million  represent   primarily   goodwill  write  offs  for  two  of  our
subsidiaries  which are being closed,  Precision  and American Home  Developers,
plus other asset write offs and expense accruals required by these closures.

      Depreciation Expense.  Depreciation expense increased from $439,000 in the
first half of 1999 to  $547,000 in the first half of 2000 as a result of capital
expenditures in 1999 and 2000.

      Amortization Expense.  Amortization expense increased from $1.6 million in
the first half of 1999 to $1.7 million in the first half of 2000.  This increase
primarily results from additional amortization expense in the first half of 2000
at several subsidiaries as the former owners secured an increase to our purchase
price of their entities by achieving post-acquisition earnings targets.

      Interest  Expense.  Interest expense  increased from $858,000 in the first
half of 1999 to $2.2 million in the first half of 2000  primarily as a result of
interest,  including accreted discount, on the $10.0 million senior subordinated
promissory  note with GE Capital,  which began accruing in mid-1999,  as well as
interest on additional  amounts  borrowed under the PNC Bank credit  facility in
the fist quarter of 1999.

      Income Tax Provision.  The provision for income taxes in the first half of
1999 differs from the amount  computed by applying the  statutory  U.S.  Federal
income tax rate to loss before income taxes primarily as a result of state taxes
and  non-deductible  goodwill  amortization.  At December 31, 1999,  the Company
reported  $1.7 million of deferred  income tax assets.  Due to operating  losses
incurred  during the first half of 2000,  we are now  forecasting a taxable loss
for the year ending December 31, 2000.  Management has concluded that it is more
likely than not that the Company's deferred tax assets will not be realized and,
accordingly,  the deferred tax assets at June 30, 2000 have been fully offset by
a valuation  allowance.  As a result, the income tax provision for the six month
period ended June 30,  2000,  includes  the effects of  recognizing  a valuation
allowance against the deferred tax assets that existed at December 31, 1999.

     Series A and B Cash  Dividends.  There were no cash dividends for the first
two  quarters  of 2000 on our Series A and Series B preferred  stock,  since the
preferred stock was converted into shares of our common stock effective December
31, 1999.
      Series  C Cash  Dividends.  PNC  Bank  did not  permit  us to pay any cash
dividends  on our Series C preferred  stock in the second  quarter of 2000.  The
first  quarter of 1999 did not have any cash  dividend on the Series C preferred
since it was issued in April 1999.

     Series C Non-Cash  Dividends.  Non-cash  dividends  of $1.0 million for the
first  two  quarters  of  2000  represent  accretion  of  the  discount  on  the
mandatorily  redeemable  Series C  preferred  stock  related to the value of the
detachable stock purchase warrants issued to the Series C preferred stockholders
and stock  dividends  paid to these  stockholders.  Non-cash  dividends  of $1.5
million for the second half of 1999 relate to a beneficial conversion feature of
the mandatorily  redeemable Series C convertible preferred stock issued in April
1999, as well as accretion on the discount of the stock.

      Series D  Undeclared  Dividends.  PNC  Bank is  currently  not  permitting
payment of these  dividends on our Series D preferred  stock which was issued in
April 2000.

Liquidity And Capital Resources

      As of June 30, 2000, we had cash and  equivalents  of $845,000,  a working
capital deficit of $5.7 million, $17.3 million of long-term debt, net of current
maturities,  and $5.5 million of mandatorily  redeemable  preferred  stock.  Our
operating  activities  for the six months ended June 30, 2000,  used $747,000 of
cash. Our operating  activities for the six months ended June 30, 1999, provided
$2.9 million of cash.

      The use of cash for investing activities for the six months ended June 30,
2000,  relates primarily to additional  consideration paid under terms of a 1999
acquisition  agreement  which  accounts  for the use of $1.0  million  of  cash.
Investing  activities  also  included  investments  in property and equipment of
$469,000 in the six months ended June 30, 2000. During the six months ended June
30,  1999,  we used $18.1  million for  acquisitions,  invested  $1.2 million in
property and equipment and used $538,000 for other purposes.

      Financing  activities  in the six  months  ended June 30,  2000,  utilized
$306,000 of cash,  comprised of a payment of $101,000 for  preferred  stock cash
dividends and $205,000 for repayment of debt. The major sources of cash provided
by financing  activities for the six months ended June 30, 1999, were borrowings
from our PNC Bank credit facility of $8.7 million,  related party  borrowings of
$5.1 million,  and issuance of mandatorily  redeemable  preferred  stock of $5.4
million net of fees. We used  $990,000 to pay  dividends on our preferred  stock
and $249,000 to repay debt in the first six months of 1999.

      As of the date of this Form  10-Q,  we have  borrowed  the  entire  amount
available  to us under our $15 million PNC Bank line of credit.  The $15 million
line of credit and $10 million  subordinated  debt owed to GE Capital require us
to comply with  affirmative  and negative  covenants.  We must maintain  various
financial ratios and these lenders may restrict us from incurring other debt. We
may not pay cash  dividends on our common  stock,  and as  discussed  below cash
dividends on our preferred stock,  while the line of credit and the subordinated
debt are  outstanding.  We are also  subject  to other  restrictions,  including
restrictions  pertaining to significant  corporate  transactions  and management
changes.

      We violated PNC Bank and GE Capital  covenants at certain dates during the
six month period ended June 30, 2000. The covenant  violations  resulted largely
from losses during the twelve-month period prior to covenant  measurement dates.
Because of losses,  we currently have no excess cash available for unanticipated
working  capital  purposes.  PNC Bank and GE Capital have waived these  covenant
violations and have amended financial covenants to accommodate compliance in the
future.  The most  restrictive  of the amended  covenants is the  requirement to
repay $5 million of the PNC Bank line of credit as well as to meet debt  service
coverage ratios as defined in the debt  agreements.  Although we believe that we
will be able to  comply  with  the  amended  debt  covenants,  it is  reasonably
possible we may not be able to comply.  In this  event,  PNC Bank and GE Capital
will have the right to demand  payment of the total  amounts due them  including
the amounts classified as long-term obligations at June 30, 2000.

      We have  secured the line of credit by  substantially  all of our personal
property  and by a pledge to PNC Bank of all of our  ownership  interests in our
subsidiaries.  The line of credit requires that any company  acquired by us must
become a  borrower  under the line of credit.  Additionally,  the line of credit
obligates  us to pay a quarterly  unused  loan fee and other fees and  expenses.
Four stockholders of the Company (one of whom is also an officer and director of
the  Company)  guarantee a total of $3 million of the credit  facility  for fees
equal to an annual rate of 10%.

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

      In August 2000,  PNC Bank extended the maturity date of $10 million of our
$15 million line of credit from May 1, 2001 to July 1, 2001. In connection  with
waiving  defaults at June 30, 2000, PNC Bank is requiring us to repay $5 million
of the line of credit by December 27,  2000.  Accordingly,  we have  included $5
million of the line of credit in the  current  portion of  long-term  debt as of
June 30, 2000. PNC Bank is also not permitting the payment of any cash dividends
on our Series C or Series D preferred  stock until the earlier of  repayment  of
the entire $15 million line of credit or September 30, 2001.

      We have  suffered  recurring  operating  losses,  have a  working  capital
deficit  at June 30,  2000,  and used cash in  operations  during  the six month
period ended June 30, 2000.  As  previously  discussed,  we also  violated  debt
covenants  during the six months  ended June 30,  2000.  Although  lenders  have
waived the  defaults,  the debt  covenant  violations  together with these other
factors  currently  raise  substantial  doubt about our ability to continue as a
going concern. (The more significant factors giving rise to management's concern
in the second  quarter of 2000 were that the second  quarter  operating  results
were well below plan and that a significant working capital deficit arose in the
second quarter due to the operating losses and a recently negotiated requirement
to pay down $5 million of PNC Bank, N.A. debt by December 27, 2000.)

      We  plan  to  increase  cash  flows  and to take  steps  toward  achieving
profitable operating results through increased management focus on improving our
retail segment's operating results, the closure of unprofitable operations,  and
reduction of corporate administrative expenditures.  We have already taken steps
to close the following unprofitable operations:

o     Precision  Window  Mfg.,  Inc.,  our window  manufacturer  in St.  Louis,
        Missouri.

o     American Home  Developers  Co.,  Inc., our retail  subsidiary  that sells
        primarily textured coatings in Los Angeles, California.

o Key Home Credit, our finance subsidiary in Owensboro, Kentucky.

      We have taken steps to reduce administrative  expenditures  principally by
terminating corporate employees.

      As  discussed  previously,  we may dispose of Thermal  Line  Windows,  our
Mandan, North Dakota,  manufacturing subsidiary, to generate sufficient funds to
satisfy  the  requirement  to repay $5 million of our PNC Bank line of credit by
December 27, 2000.  However,  since the North Dakota  subsidiary is  profitable,
management  prefers  not to  sell  it if  there  are  suitable  alternatives  to
refinance the $5 million required payment and if we cannot secure a satisfactory
price for the business. Although $5 million is the only amount currently due, we
intend to pursue  refinancing  the entire $15 million  credit  facility prior to
December 31, 2000. Alternatives to a refinancing before December 31, 2000, would
be to refinance  only the $5 million  portion  currently  due or to sell Thermal
Line as  discussed  above.  Although  we intend  to  aggressively  pursue  these
alternatives, there is no assurance that we will have sufficient funds available
by December 27, 2000 to retire the $5 million.

     In August 2000, the two funds holding the mandatorily  redeemable preferred
stock agreed to be paid  dividends with 100% of our common stock until such time
as the normal  quarterly  dividend  payments of part cash, part common stock are
again permitted in accordance  with terms of the PNC Bank agreement.  Payment of
the cash portion of the dividend in common stock will be dilutive.  Assuming the
stock  dividend  continues for five quarters at a market trading price of $1 per
share, we would be required to issue approximately  500,000 additional shares of
our  common  stock to the two  funds in lieu of cash  dividends.  Also in August
2000, the two funds  temporarily  waived their right to keep their  registration
effective,  and will not  impose the  penalties  permitted  under the  agreement
during the waiver period which extends through May 31, 2001.

      Except for the $5 million  required  payment to PNC Bank by  December  27,
2000,  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     payment of the interest on our line of credit and subordinated debt;

o     working capital requirements; and

o     planned property and equipment capital expenditures.

      Originally,  we  intended  to  continue  our  acquisition  program  with a
combination  of cash,  common  stock and seller debt used to finance the primary
portion of consideration  and we anticipated the cash needed for acquisitions to
come  principally  from an expanded bank line and future common stock offerings.
Currently,  we do not have an expanded  bank line nor do we  anticipate a common
stock offering in the near term to fund acquisitions or unanticipated  operating
needs. Due to our current liquidity problems,  unavailable capital, and our need
to focus on improving the profitability of existing operations,  we have decided
to suspend  acquisition  activity and the opening of new retail market locations
in  the  near  term.  In  terms  of  improving  the  profitability  of  existing
operations,  management is in particular  focusing attention on Thermo-Shield as
this subsidiary  transitions to a new lead generation strategy.  An unsuccessful
transition will adversely  impact future  profitability  and cash flow and would
then  potentially  result in asset  impairment  issues at this  subsidiary.  Our
investment in this subsidiary amounts to $5.9 million at June 30, 2000.

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

Pending Litigation

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

      The shares in the initial public offering may have been offered or sold in
violation of the Securities Act of 1933.

      ThermoView  entered into a 90-day  listing  agreement in October 1999 with
IPO.COM,   Inc.  under  which  ThermoView  authorized  IPO.COM  to  include  its
prospectus  on the  IPO.COM  web  site.  In  addition  to  hosting  ThermoView's
prospectus,  IPO.COM provided  summary  material  relating to ThermoView and its
initial  public  offering on its web site.  The IPO.COM web site also provided a
direct link to the  ThermoView web site.  Although  ThermoView did not intend to
create an agency  relationship with IPO.COM,  and while ThermoView believes that
IPO.COM is not and has not acted as its agent,  the listing  agreement  may have
created an agency relationship. If IPO.COM is deemed ThermoView's agent pursuant
to the listing agreement,  the summarized  material contained in the IPO.COM web
site relating to ThermoView and the initial public  offering and the information
contained in the ThermoView web site could constitute a prospectus that does not
meet the requirements of the Securities Act of 1933. If the summarized materials
relating to ThermoView in the IPO.COM web site or the materials contained in the
ThermoView  web site did  constitute a violation of the  Securities Act of 1933,
investors in the initial public  offering would have the right,  for a period of
one year from the date of their purchase of common stock,  to obtain recovery of
the  consideration  they paid for their  common  stock or, if these  persons had
already sold the common stock,  to sue  ThermoView  for damages  resulting  from
their  purchase of common stock.  These damages could total up to  approximately
$6.9 million, plus interest, based on the initial public offering price of $5.50
per share for  1,255,000  shares,  if these  investors  seek recovery or damages
after  an  entire  loss of their  investment.  Any  recovery  or  damages  could
adversely impact  ThermoView's  liquidity during the period in which a refund is
paid.  Although  ThermoView cannot be certain as to the ultimate  disposition of
this  matter,  it is the  opinion  of  ThermoView's  management,  based upon the
information  available to it,  including the advice of legal  counsel,  that the
expected  outcome of this  matter will not  significantly  affect the results of
operations and financial condition of ThermoView.

Seasonality

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

Item 3. Quantitative And Qualitative Disclosures About Market Risk

      Changes in interest  rates expose us to market risk.  As of June 30, 2000,
approximately  60% of our debt  portfolio  consisted of  variable-rate  debt and
approximately   40%   consisted  of  fixed-rate   debt.   With  respect  to  the
variable-rate  debt, a  hypothetical  100 basis point increase in interest rates
would increase our annual interest expense by approximately  $150,000 as of June
30, 2000.

      Interest  rate changes would result in gains or losses in the market value
of our  fixed-rate  debt  due to the  differences  between  the  current  market
interest rates and the rates  governing these  instruments.  With respect to our
fixed-rate  debt  outstanding  at June 30, 2000, a 10% change in interest  rates
would  not have  resulted  in a  significant  change  in the  fair  value of our
fixed-rate debt.


<PAGE>


                             Part II - OTHER INFORMATION

Item 1. Legal Proceedings

      On March 3, 2000, Pro Futures Bridge Capital Fund, L.P. and Bridge Capital
Partners,  Inc.  Defined Benefit Pension Plan filed an action titled PRO FUTURES
BRIDGE CAPITAL FUND, L.P. V. THERMOVIEW  INDUSTRIES,  INC., ET AL., Civil Action
No. 00CV0559 (Colo. Dist. Ct., March 3, 2000) against ThermoView, its directors,
certain  officers,  an employee and a stockholder  alleging  breach of contract,
common law fraud, fraudulent  misstatements and omissions in connection with the
sale of securities,  negligent  misrepresentations and breach of fiduciary duty.
These claims are in connection with the mandatory conversion of ThermoView's 10%
Series A convertible  preferred stock,  held by the two funds, into common stock
upon  completion of the initial public  offering in December 1999, and purchases
by the two funds of ThermoView's common stock from ThermoView stockholders.  The
funds are seeking  rescission of their purchases of the Series A preferred stock
in the amount of $3,250,000, plus interest and unspecified damages in connection
with their  purchases  of the  common  stock.  ThermoView  has filed a notice to
dismiss  certain claims and an answer denying  liability in the remainder of the
claims.  ThermoView has also exercised an election for the removal of the action
to the US District Court of Colorado,  and the matter has been designated by the
US District Court as Civil Action No.  00-B-722.  Pro Futures has filed a motion
to remand the action back to the original  venue.  The court has not rendered an
opinion  on the  motion to  remand.  The court has  entered a  scheduling  order
establishing a trial date in December 2001. While  ThermoView  believes that the
claims are without  merit and intends to  vigorously  defend the suit, it is too
early in the process to predict the likely outcome of the matter.

Item 2. Changes in Securities and Use of Proceeds

      None.

Item 3. Defaults Upon Senior Securities

      None.

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

a.   ThermoView  held its annual  meeting of  stockholders  on June 20, 2000, at
     10:00 a.m.,  eastern  daylight time, at the Louisville  Marriott East, 1903
     Embassy Square Boulevard,  Louisville,  Kentucky.

b.   At the annual meeting, stockholders  elected three  individuals as Class I
     members of our Board of Directors.

                                                             Broker      Non
             Name              For      Against  Withheld  Abstentions  Votes
             ----              ---      -------  --------  -----------  -----
      Robert  C.  Pearson    4,392,863           449,371
      Ronald L. Carmicle     4,392,863           449,371
      Raymond C.Dauenhauer   4,392,863           449,538

      The following directors remained on the Board of Directors as Class II and
      Class III directors immediately after the annual meeting:

      Class II                      Class III
      --------                      ---------
      J. Sherman Henderson, III     Stephen A. Hoffmann
      Rodney H. Thomas              Nelson E. Clemmens

      Robert   Pearson  and  Nelson  E.   Clemmens   resigned  as  directors  by
      correspondence  dated  July  6  and  July  13,  2000,  respectively.   The
      resignations were accepted by the Board on July 13, 2000.

c.    In addition to the election of three directors,  the  stockholders  voted
      on the following matters:

      (i)  Approved an amendment to our restated  certificate  of  incorporation
           reducing the authorized number of shares of our common stock from 100
           million to 25 million shares and our preferred  stock from 50 million
           to 5 million shares.

                                                Broker
               For       Against   Abstained  Abstentions Non Votes
               ---       -------   ---------  ----------- ---------
            2,439,271    48,139      13,567

(ii)       Authorized  the issuance of 3.75  million  shares of our common stock
           upon the terms and conditions described in the proxy statement.

                                                Broker
               For       Against   Abstained  Abstentions Non Votes
               ---       -------   ---------  ----------- ---------
            2,109,880    349,488     36,609

(iii)      Ratified  the  selection  of  Ernst  & Young  LLP as our  independent
           auditors for the 2000 fiscal year.

                                              Broker
               For       Against   Abstained  Abstentions Non Votes
               ---       -------   ---------  ----------- ---------
            4,826,158      4,050     12,193

d.    Not applicable.

Item 5. Other Information

     None.  Effective July 15, 2000,  Leigh Ann Barney resigned as our Treasurer
and as President to Key home Credit.

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits.

      Reference  is made to the  Index of  Exhibits  immediately  preceding  the
      exhibits hereto (beginning on page 31), which index is incorporated herein
      by reference.

(b)   Reports on Form 8-K.

      None.



<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:  August 18, 2000              By:   /s/ John H. Cole....
                                       -----------------------
                                    John H. Cole,
                                    Chief Financial Officer
                                    (principal financial and accounting officer)




<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number                     Description of Exhibits
 27.1   -- Financial Data Schedule
----------