<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

   [ ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 (No fee required)

                For the transition period from _______ to _______

                         Commission File Number: 020278

                             ENCORE WIRE CORPORATION

             (Exact Name of Registrant as Specified in its Charter)

                 DELAWARE                                75-2274963
         (State of incorporation)           (I.R.S. Employer Identification No.)

            1410 MILLWOOD ROAD
              MCKINNEY, TEXAS                               75069
 (Address of principal executive offices)                (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 562-9473

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (Title of class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes [X] No [ ]

Aggregate market value of Common Stock held by nonaffiliates as of March 8,
2002: $155,907,121

Number of shares of Common Stock outstanding as of March 8, 2002: 15,261,285

                       DOCUMENTS INCORPORATED BY REFERENCE

Listed below are documents, parts of which are incorporated herein by reference
and the part of this report into which the document is incorporated:

         (1)      Proxy statement for the 2002 annual meeting of stockholders --
                  Part III



<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                              PAGE
                                                                                                             NUMBER
                                                                                                             ------
<S>                                                                                                          <C>

PART I............................................................................................................1
     ITEM 1.    BUSINESS..........................................................................................1
                General...........................................................................................1
                Strategy..........................................................................................1
                Products..........................................................................................2
                Manufacturing.....................................................................................2
                Customers.........................................................................................3
                Marketing and Distribution........................................................................3
                Employees.........................................................................................4
                Raw Materials.....................................................................................4
                Competition.......................................................................................4
                Patent Matters....................................................................................5
     ITEM 2.    PROPERTIES........................................................................................5
     ITEM 3.    LEGAL PROCEEDINGS.................................................................................5
     ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............................................6
                EXECUTIVE OFFICERS OF THE COMPANY.................................................................6

PART II...........................................................................................................7
     ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............................7
     ITEM 6.    SELECTED CONSOLIDATED FINANCIAL DATA..............................................................8
     ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.............9
                General...........................................................................................9
                Results of Operations.............................................................................9
                Liquidity and Capital Resources..................................................................11
                Critical Accounting Policies.....................................................................13
                Information Regarding Forward Looking Statements.................................................13
     ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.......................................14
     ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......................................................14
     ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.............31

PART III.........................................................................................................31
     ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY..................................................31
     ITEM 11.   EXECUTIVE COMPENSATION...........................................................................31
     ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...................................31
     ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.............................................31

PART IV..........................................................................................................32
      ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
                   FORM 8-K......................................................................................32
</Table>


                                       ii
<PAGE>

                                     PART I

ITEM 1. BUSINESS

GENERAL

         Encore Wire Corporation is a low-cost manufacturer of copper electrical
building wire and cable. The Company is a significant supplier of both
residential wire for interior electrical wiring in homes, apartments and
manufactured housing, and building wire for electrical distribution in
commercial and industrial buildings. Based upon the latest available National
Electrical Manufactures Association data, Encore wire's share of the markets in
which it competes is approximately 18%.

         The principal customers for Encore's wire are wholesale electrical
distributors, which serve both the residential and commercial wire markets. The
Company sells its products primarily through manufacturers' representatives
located throughout the United States and, to a lesser extent, through its own
direct in-house marketing efforts.

         Encore's strategy is to further expand its share of the markets for
residential wire and for commercial wire primarily by emphasizing a high level
of customer service and low-cost production and, to a lesser extent, the
addition of new products that compliment its current product line. The Company
maintains product inventory levels sufficient to meet anticipated customer
demand and believes that the speed and completeness with which it fills customer
orders are key competitive advantages critical to marketing its products.
Encore's low-cost production capability features an efficient plant design
incorporating highly automated manufacturing equipment, an integrated production
process and a small, incentivized work force.

         The Company is a Delaware corporation with its principal executive
offices and plant located at 1410 Millwood Road, McKinney, Texas 75069. Its
telephone number is (972) 562-9473. As used in this Annual Report, unless
otherwise required by the context, the terms "Company" and "Encore" refer to
Encore Wire Corporation and its consolidated entities, including Encore Wire
Limited, a Texas limited partnership ("Encore Wire Limited") through which the
company's operations are conducted.

STRATEGY

         Encore's strategy for expanding its share of the residential wire and
commercial wire markets emphasizes customer service coupled with low-cost
production.

         Customer Service. Responsiveness to customers is a primary focus of
         Encore, with an emphasis on building and maintaining strong customer
         relationships. Encore seeks to establish customer loyalty by achieving
         a high order fill rate and rapidly handling customer inquiries, orders,
         shipments and returns. The Company maintains product inventories
         sufficient to meet anticipated customer demand and believes that the
         speed and completeness with which it fills orders are key competitive
         advantages critical to marketing its products.

         Low-Cost Production. Encore's low-cost production capability features
         an efficient plant design and a small, incentivized work force.

                  Efficient Plant Design. Encore's highly automated wire
                  manufacturing equipment is integrated in an efficient design
                  that reduces materials handling, labor and in-process
                  inventory.

                  Incentivized Work Force. Encore's hourly manufacturing
                  employees are eligible to receive incentive pay tied to
                  productivity and quality standards. The Company believes that
                  this compensation program enables the plant's manufacturing
                  lines to attain high output and motivates manufacturing
                  employees to continually maintain product quality. The Company
                  also believes that its stock option plan enhances the
                  motivation of its salaried manufacturing supervisors. The
                  Company has coupled these incentives with a comprehensive
                  safety program that emphasizes employee participation.




                                       1
<PAGE>

PRODUCTS

         Encore offers a residential wire product line that consists primarily
of NM cable and UF cable. Encore's commercial product line consists primarily of
THHN, the most widely used type of commercial wire. Additionally, the Company
manufactures other types of commercial wire products. The Company's NM, UF and
THHN cable are all manufactured with copper as the conductor. The Company also
purchases small quantities of other types of wire to re-sell to the customers
that buy the products it manufactures. The Company maintains between 400 and 500
stock keeping units (SKUs) of residential wire and between 4,500 and 5,000 SKUs
of commercial wire. The principal bases for differentiation among SKUs are
product diameter, insulation, color and packaging.

         Residential Wire

                  NM Cable. Non-metallic sheathed cable is used primarily as
                  interior wiring in homes, apartments and manufactured housing.
                  NM cable is composed of either two or three insulated copper
                  wire conductors, with or without an uninsulated ground wire,
                  all sheathed in a polyvinyl chloride ("PVC") jacket.

                  UF Cable. Underground feeder cable is used to conduct power
                  underground to outside lighting and other applications remote
                  from residential buildings. UF cable is composed of two or
                  three PVC insulated copper wire conductors, with or without an
                  uninsulated ground wire, all jacketed in PVC.

         Commercial Wire

                  THHN Cable. THHN cable is used primarily as feeder, circuit
                  and branch wiring in commercial and industrial buildings. It
                  is composed of a single conductor, either stranded or solid,
                  and insulated with PVC, which is further coated with nylon.
                  Users typically enclose THHN cable in protective pipe or
                  conduit.

MANUFACTURING

         The efficiency of Encore's highly automated manufacturing facility is a
key element of its low-cost production capability. Encore's residential wire
manufacturing lines have been integrated so that handling of product is
substantially reduced. At the few points remaining where handling between
manufacturing steps is necessary the Company has, for the most part, replaced
reels with large baskets, each capable of handling approximately four times the
capacity of a reel. Encore's commercial wire plant is designed to reduce product
handling by integrating steps within production stages and, again, by using
baskets instead of reels where feasible.

         The manufacturing process for the Company's products involves up to six
steps: casting, drawing, stranding, blending, insulating and jacketing.

         Rod Casting. Rod Casting is the process of melting sheets of copper
         cathode and copper scrap and casting the hot copper into a 5/16 inch
         copper rod to be drawn into copper wire.

         Drawing. Drawing is the process of reducing 5/16 inch copper rod
         through converging dies until the specified wire diameter is attained.
         The wire is then heated with electrical current to soften or "anneal"
         the wire to make it easier to handle.

         Stranding. Stranding is the process of twisting together from seven to
         61 individual wire strands to form a single cable. The purpose of
         stranding is to improve the flexibility of wire while maintaining its
         electrical current carrying capacity.

         PVC Blending. PVC Blending is the process of mixing the various raw
         materials that are required to produce the PVC necessary to meet UL
         specifications for the insulation and jacket requirements for the wire
         that is manufactured.

         Insulating. Insulating is the process of extruding first PVC and then
         nylon (where applicable) over the solid or stranded wire.



                                       2
<PAGE>

         Jacketing. Jacketing is the process of extruding PVC over two or more
         insulated conductor wires, with or without an uninsulated ground wire,
         to form a finished product. The Company's jacketing lines are
         integrated with packaging lines that cut the wire and coil it onto
         reels or package it in boxes or shrink-wrap.

         Encore manufactures and tests all of its products in accordance with
the standards of Underwriters Laboratories, Inc. ("U/L"), a nationally
recognized testing and standards agency. Encore's machine operators and quality
control inspectors conduct frequent product tests. At three separate
manufacturing stages, the Company spark tests insulated wire for defects. The
Company tests finished products for electrical continuity to insure compliance
with its own quality standards and those of U/L. Encore's manufacturing lines
are equipped with laser micrometers to measure wire diameter and insulation
thickness while the lines are in operation. During each shift, operators take
physical measurements of products, which Company inspectors randomly verify on a
daily basis. Although suppliers pretest PVC and nylon compounds, the Company
tests products for aging and for cracking and brittleness of insulation and
jacketing. Encore sells all of its products with a one-year replacement
warranty.

CUSTOMERS

         Encore sells its wire principally to wholesale electrical distributors
throughout the United States and, to a lesser extent, to retail home improvement
centers. Most distributors supply products to electrical contractors. The
Company sells its products to more than 60% of the top 250 wholesale electrical
distributors (by volume) in the United States according to information reported
in the September 2001 issue of Electrical Wholesaling magazine. No customer
accounted for more than ten percent of net sales in 2001.

         Encore believes that the speed and completeness with which it fills
customers' orders are crucial to its ability to expand the market share for its
products. The Company also believes that, in order to reduce costs, many
customers no longer maintain their own substantial warehouse inventories.
Because of this trend, the Company seeks to maintain sufficient inventories to
satisfy customers' prompt delivery requirements.

MARKETING AND DISTRIBUTION

         Encore markets its products throughout the United States primarily
through manufacturers' representatives and, to a lesser extent, through its own
direct marketing efforts.

         Encore maintains the majority of its finished product inventory at its
plant in McKinney, Texas. In order to provide flexibility in handling customer
requests for immediate delivery of the Company's products, additional product
inventories are maintained at warehouses owned and operated by independent
manufacturers' representatives located throughout the United States. At December
31, 2001, additional product inventories are maintained at the warehouses of
independent manufacturers' representatives located in Chattanooga, Tennessee,
Cincinnati, Ohio, Detroit, Michigan, Edison, New Jersey, Louisville, Kentucky,
Greensboro, North Carolina, Pittsburgh, Pennsylvania, Santa Fe Springs,
California, and Hayward, California. Some of these manufacturers'
representatives, as well as the Company's other manufacturers' representatives,
maintain offices without warehouses in numerous locations throughout the United
States.

         Finished goods are typically delivered to warehouses and customers by
trucks operated by common carriers. The decision regarding the carrier to be
used is based primarily on cost and availability.

         The Company invoices its customers directly for products purchased and,
if an order has been obtained through a manufacturer's representative, pays the
representative a commission based on pre-established rates. The Company
determines customers' credit limits. The Company's bad debt experience was .06%,
..05%, and .01% of net sales in 2001, 2000 and 1999, respectively. The
manufacturers' representatives have no discretion to increase customers' credit
limits or to determine prices charged for the Company's products, and all sales
are subject to approval by the Company.



                                       3
<PAGE>

EMPLOYEES

         Encore believes that its hourly employees are highly motivated and that
their motivation contributes significantly to the plant's operating efficiency.
The Company attributes the motivation of these employees largely to the fact
that a significant portion of their compensation can be incentive pay tied to
productivity and quality standards. The Company believes that its incentive
program focuses its employees on maintaining product quality.

         Encore emphasizes safety to its manufacturing employees through its
safety program. On a weekly basis, each team of employees meets to review safety
standards and, on a monthly basis, a group of participants from each team
discusses safety issues and inspects each area of the plant for compliance. The
Company's safety program is an integral part of its general attention to cost
control.

         As of December 31, 2001, Encore had 599 employees, of whom 528 were
paid hourly wages and were primarily engaged in the operation and maintenance of
the Company's manufacturing and warehouse facility. The remainder of the
Company's employees were executive, supervisory, administrative, sales and
clerical personnel. The Company considers its relations with its employees to be
good. The Company has no collective bargaining agreements with any of its
employees.

RAW MATERIALS

         The principal raw materials used by Encore in manufacturing its
products are copper cathode, copper scrap, PVC thermoplastic compounds, paper
and nylon, all of which are readily available from a number of suppliers. Copper
requirements are purchased primarily from producers and merchants at prices
determined each month primarily based on the average daily closing prices for
copper for that month, plus a negotiated premium. The Company also purchases raw
materials necessary to manufacture various PVC thermoplastic compounds. These
raw materials primarily include PVC resin, clay and plasticiser.

         The Company began production from its copper rod fabrication facility
in June 1998. Prior to completion of the new copper rod fabrication facility,
the Company used copper rod purchased from others to manufacture its wire and
cable products. In 2001, the copper rod fabrication facility manufactured all of
the Company's copper rod requirements. The Company produces copper rod from
purchased copper cathodes. The Company also reprocesses copper scrap generated
by its operations and copper scrap purchased from others.

         In 1999, the Company completed a new facility to manufacture PVC. The
process involves the mixture of PVC raw material components to produce the PVC
used to insulate the Company's wire and cable products. The raw materials
include PVC resin, clay and plasticiser. During 2001, this facility produced all
of the Company's PVC requirements.

COMPETITION

         The electrical wire and cable industry is highly competitive. The
Company competes with several manufacturers of wire and cable products, some of
whom are substantially larger companies than the Company and offer lines of
electrical wire and cable products beyond the building wire segment in which the
Company competes. The Company's competitors include Southwire Corporation, Essex
Wire and Cable (a subsidiary of Superior Telecom, Inc.) and Cerro Wire and Cable
Co. Inc.

         The principal elements of competition in the electrical wire and cable
industry are, in the opinion of the Company, pricing, order fill rate and, in
some instances, breadth of product line. The Company believes that it is
competitive with respect to all these factors.

         Competition in the electrical wire and cable industry, although
intense, has been primarily from U.S. manufacturers, including foreign owned
facilities located in the U.S. The Company has encountered no significant
competition from imports of residential or commercial wire. The Company believes
this is because direct labor costs generally account for a relatively small
percentage of the cost of goods sold for these products.



                                       4
<PAGE>

PATENT MATTERS

         Encore recently developed a lead-free PVC compound for use as a wire
insulator and filed a patent for the material in April 2000. The U.S. Patent &
Trademark Office rejected the claims in the patent application and the
application has been withdrawn. The Company intends to continue its development
efforts for the lead-free PVC compound and to manufacture the product in the
future.

         Encore does not currently have, nor is it seeking, any patents,
believing instead that the success of its manufacturing operations is dependent
on its marketing abilities, technical competence and innovative skills.

         The Company owns the following registered trademarks: U.S. Registration
Number 2,582,340 for the mark "NONLEDEX" for use in connection with the
conductor insulation material; U.S. Registration Number 1,900,498 for the ENCORE
WIRE LOGO design mark; and U.S. Registration Number 2,263,692 for the mark
"HANDY MAN'S CHOICE." The Company also has a pending application for
registration of the trademark "ENCORE WIRE," filed on August 24, 1999.

ITEM 2. PROPERTIES

         Encore maintains its corporate office and manufacturing plant in
McKinney, Texas, approximately 35 miles north of Dallas. The Company's
facilities are located on a combined site of approximately ninety five acres and
consist of buildings containing approximately 926,000 square feet of floor
space, of which approximately 24,000 square feet are used for office space and
902,000 square feet are used for manufacturing and warehouse operations. The
square footages include the new 192,000 square foot building that has just been
constructed. The plant and equipment are owned by the Company and are not
mortgaged to secure any of the Company's existing indebtedness. Encore believes
that its plant and equipment are suited to its present needs, comply with
applicable federal, state and local laws and regulations and are properly
maintained and adequately insured.

ITEM 3. LEGAL PROCEEDINGS

         The Company is a party to litigation and claims that arise out of the
ordinary business of the Company. While the results of these matters cannot be
predicted with certainty, the Company does not believe the final outcome of such
litigation and claims will have a material adverse effect on the financial
condition, the results of operations or cash flows of the Company because the
Company believes that it has adequate insurance and reserves to cover any
damages that may ultimately be awarded.





                                       5
<PAGE>

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

         Not applicable.

EXECUTIVE OFFICERS OF THE COMPANY

         Information regarding Encore's executive officers including their
respective ages at March 19, 2002 is set forth below.

<Table>
<Caption>
Name                    Age                  Position with Company
----                    ---                  ---------------------

<S>                     <C>         <C>
Vincent A. Rego         78          Chairman of the Board of Directors, and
                                    Chief Executive Officer

Daniel L. Jones         38          President, Chief Operating Officer, and
                                    Member of the Board of Directors

David K. Smith          42          Vice President -- Operations

Frank J. Bilban         45          Vice President -- Finance, Treasurer and
                                    Secretary
</Table>

         Mr. Rego has been Chairman of the Board of Directors of Encore since
1989. From 1978 until 1988, Mr. Rego served as President, Chief Executive
Officer and Chairman of the Board of Directors of Capital Wire and Cable
Corporation ("Capital Wire"), which was purchased by General Cable Corporation
in 1988. Prior thereto, Mr. Rego was associated with predecessors of Capital
Wire in various executive capacities.

         Mr. Jones was Vice President -- Sales and Marketing of Encore from 1992
to May 1997. In May 1997, Mr. Jones was named Executive Vice President of the
Company, in October 1997, he was named Chief Operating Officer and, in May 1998,
he was named President of the Company. He also serves as a member of the Board
of Directors.

         Mr. Smith has been Vice President-- Operations of Encore since 1992.
From 1984 until joining the Company in 1990 Mr. Smith was employed by General
Cable Corporation.

         Mr. Bilban has been Vice President -- Finance, Treasurer and Secretary
of Encore since June 2000. From 1998 until joining the Company in June 2000, Mr.
Bilban was Executive Vice President and Chief Financial Officer of Alpha
Holdings Inc., a plastics manufacturing concern with three subsidiaries based in
Dallas. From 1996 until 1998, Mr. Bilban was Vice President and Chief financial
Officer of Wedge Dia-Log Inc., an oil field services company based in Grand
Prairie, Texas. From 1991 until 1996, Mr. Bilban held financial positions
including Division Controller with the CT Film Division of Rexene Corporation.
From 1978 until 1991 he was employed in various financial capacities with
several divisions of Outboard Marine Corporation.

         All executive officers are elected annually by the Board of Directors
to serve until the next annual meeting of the Board or until their respective
successors are chosen and qualified.




                                       6
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's Common Stock is quoted in the NASDAQ Stock Market's
National Market under the symbol "WIRE." The following table sets forth the high
and low closing sales prices per share for the Common Stock as reported in the
NASDAQ Stock Market's National Market for the periods indicated.

<Table>
<Caption>
                                                        HIGH         LOW
                                                      --------     --------
<S>                                                   <C>         <C>

     2001
       First Quarter ............................        9.00        6.125
       Second Quarter ...........................       12.06        7.50
       Third Quarter ............................       14.88        8.00
       Fourth Quarter ...........................       13.40       10.13

     2000
       First Quarter ............................        9 1/32      6 9/16
       Second Quarter ...........................        7           5 3/8
       Third Quarter ............................        7 13/16     5 1/2
       Fourth Quarter ...........................        8           5 3/8
</Table>

         On March 8, 2002, the last reported sale price of the Common Stock was
$14.66 per share. As of March 8, 2002, there were 125 record holders of the
Common Stock. The Company estimates that there were approximately 3,100
beneficial holders of the Common Stock.

         The Company has never paid cash dividends. Management intends to retain
any future earnings for the operation and expansion of the Company's business
and does not anticipate paying any cash dividends in the foreseeable future. The
Company's present credit arrangements restrict the Company's ability to pay cash
dividends. See Note 4 of Notes to Consolidated Financial Statements.



                                       7
<PAGE>

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

<Table>
<Caption>
                                                                                YEAR ENDED DECEMBER 31,
                                                       --------------------------------------------------------------------------
                                                          2001            2000            1999            1998            1997
                                                       ----------      ----------      ----------      ----------      ----------
                                                                        (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                                    <C>             <C>             <C>             <C>             <C>

STATEMENT OF OPERATIONS DATA:

  Net sales ......................................     $  281,010      $  283,689      $  229,670      $  244,044      $  254,640

  Cost of goods sold .............................        240,553         243,132         197,636         195,060         201,323
                                                       ----------      ----------      ----------      ----------      ----------

    Gross profit .................................         40,457          40,557          32,034          48,984          53,317

  Selling, general and administrative expenses ...         24,475          24,027          18,742          18,083          16,236
                                                       ----------      ----------      ----------      ----------      ----------

  Operating income ...............................         15,982          16,530          13,292          30,901          37,081

  Other income (expense):

    Interest and other income ....................            116             128             104             145             142

    Interest expense .............................         (1,833)         (4,080)         (2,922)         (1,876)         (1,367)
                                                       ----------      ----------      ----------      ----------      ----------

  Income before income taxes .....................         14,265          12,578          10,474          29,170          35,856

  Income tax expense .............................          5,135           4,528           3,880          11,602          14,163
                                                       ----------      ----------      ----------      ----------      ----------

  Net income .....................................     $    9,130      $    8,050      $    6,594      $   17,568      $   21,693
                                                       ==========      ==========      ==========      ==========      ==========

  Net income per common and common
    equivalent share - diluted ...................     $     0.60      $     0.52      $     0.42      $     1.07      $     1.32
                                                       ==========      ==========      ==========      ==========      ==========

  Weighted average common and common
    equivalent shares - diluted ..................         15,157          15,383          15,713          16,388          16,482
</Table>

<Table>
<Caption>
                                                                                      DECEMBER 31,
                                                       --------------------------------------------------------------------------
                                                          2001            2000            1999            1998            1997
                                                       ----------      ----------      ----------      ----------      ----------
                                                                                     (IN THOUSANDS)
<S>                                                    <C>             <C>             <C>             <C>             <C>

BALANCE SHEET DATA:

  Working capital ................................     $   62,363      $   68,547      $   74,228      $   52,825      $   43,710

  Total assets ...................................        171,696         171,839         182,389         156,948         128,755

  Long-term debt, net of current portion .........         30,000          42,600          60,600          44,000          22,200

  Stockholders' equity ...........................        102,928          93,546          87,423          83,655          70,010
</Table>



                                       8
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

GENERAL

         Price competition for electrical wire and cable is intense and the
Company sells its products in accordance with prevailing market prices. Copper,
a commodity product, is the principal raw material used by the Company in
manufacturing its products. Copper accounted for approximately 66.6%, 63.9%,
60.6%, 66.2% and 73.8% of the Company's cost of goods sold during fiscal 2001,
2000, 1999, 1998 and 1997, respectively. The price of copper fluctuates,
depending on general economic conditions and in relation to supply and demand
and other factors, and has caused monthly variations in the cost of copper
purchased by the Company. The Company cannot predict copper prices in the future
or the effect of fluctuations in the cost of copper on the Company's future
operating results.

RESULTS OF OPERATIONS

         The following table presents certain items of income and expense as a
percentage of net sales for the periods indicated.

<Table>
<Caption>
                                                              YEAR ENDED DECEMBER 31,
                                                       --------------------------------------
                                                         2001           2000           1999
                                                       --------       --------       --------
<S>                                                    <C>            <C>            <C>
Net sales ........................................        100.0%         100.0%         100.0%
Cost of goods sold:
    Copper .......................................         57.0           54.8           52.1
    Other raw materials ..........................         13.6           14.0           15.7
    Depreciation .................................          3.2            3.0            3.3
    Labor and overhead ...........................         13.6           13.3           14.5
    LIFO adjustment ..............................         (2.7)           0.7            1.5
    Lower of cost or market adjustment ...........          0.9           (0.1)          (1.1)
                                                       --------       --------       --------
                                                           85.6           85.7           86.0
                                                       --------       --------       --------
Gross profit .....................................         14.4           14.3           14.0
Selling, general and administrative expenses .....          8.7            8.5            8.2
                                                       --------       --------       --------
Operating income .................................          5.7            5.8            5.8
Interest expense, net ............................           .7            1.4            1.2
                                                       --------       --------       --------

Income before income taxes .......................          5.0            4.4            4.6
Income tax expense ...............................          1.8            1.6            1.7
                                                       --------       --------       --------

Net income .......................................          3.2%           2.8%           2.9%
                                                       ========       ========       ========
</Table>

         The following discussion and analysis relates to factors that have
affected the operating results of the Company for the years ended December 31,
2001, 2000, and 1999. Reference should also be made to the consolidated
financial statements and the related notes included elsewhere in this Annual
Report.

         Net sales were $281.0 million in 2001, compared to $283.7 million in
2000 and $229.7 million in 1999. The slight decrease in net sales in 2001 over
2000 was the net result of an 11.5% increase in the volume of copper pounds of
product sold, offset by an 11.1% decrease in average price of product sold and a
slight change in the mix of product sold. The increase from 1999 to 2000
resulted from an 11.0% increase in sales volume and a 12% increase in the price
of copper. Sales volume increases were due to several factors, including
increased customer acceptance and product availability. In 2001, the Company
continued to expand sales to the existing customer base and increased the number
of customers to which it sold its products. The Company currently sells its
products to at least 60% of the top 250 wholesale electrical distributors (by
volume) in the United States, as reported in the September 2001 issue of
Electrical Wholesaling magazine.



                                       9
<PAGE>

         Cost of goods sold was $240.6 million in 2001, compared to $243.1
million in 2000 and $197.6 million in 1999. Copper costs increased to $160.3
million in 2001 from $155.4 million in 2000 and $119.8 million in 1999. The
average cost per copper pound purchased was $.75, in 2001, $.86 in 2000, and
$.74 in 1999. Copper costs as a percentage of net sales increased to 57.0% in
2001 from 54.8% in 2000 and 52.1% in 1999. The increase as a percentage of net
sales was due primarily to copper wire sales prices decreasing more than copper
raw material cost in 2001. Other raw material costs as a percentage of net sales
were 13.6%, 14.0%, and 15.7% in 2001, 2000, and 1999, respectively. The decrease
is due primarily to the Company's cost of other raw materials per pound of
copper sold declining more than the price of copper wire sold. Depreciation,
labor and overhead costs as a percentage of net sales were 16.8% in 2001,
compared to 16.3% in 2000 and 17.8% in 1999. The increase in 2001 was due
primarily to these costs containing significant fixed components versus the
elastic nature of the price of copper wire sold.

         Although average copper costs during 1999 were lower than 1998, the
cost at the end of 1999 was higher than the cost at the end of 1998. As a result
of increases in the cost of copper during 1999, specifically at the end of 1999,
the value of all inventory at December 31, 1999 using the LIFO method was
greater than its FIFO value by approximately $3,276,000, resulting in a
corresponding increase in the cost of goods sold of $3,361,000. At December 31,
1999, LIFO value exceeded the market value of the inventory by $159,000, thereby
necessitating a reversal of the previously established lower of cost or market
reserve in the amount of $2,465,000 and a corresponding decrease in the cost of
goods sold. The net of these two adjustments increased cost of goods sold by
$896,000. Although copper prices were relatively stable in 2000, the price at
the end of 2000 was higher than at the end of 1999 and the copper pounds in
inventory were reduced during the year. As a result of the increase in the cost
of copper in 2000, the value of all inventories at December 31, 2000 using the
LIFO method was greater than the FIFO value by approximately $1,348,000,
resulting in a corresponding increase in the cost of goods sold of $1,928,000.
At December 31, 2000, LIFO value was less than the market value of the
inventory, thereby requiring a reversal of the previously established lower of
cost or market reserve of approximately $159,000 and a corresponding decrease in
the cost of goods sold. The net of the two above adjustments increased cost of
goods sold by $1,769,000. As of December 31, 2001, the value of all inventories
using the LIFO method was greater than the FIFO value by $8,934,000. This
differential exceeded the December 31, 2000 differential of $1,348,000 by
$7,586,000, resulting in a corresponding decrease in cost of goods sold. As of
December 31, 2001, the LIFO cost basis of inventory exceeded its market value by
$2,612,000, resulting in the Company establishing a lower of cost or market
reserve for this amount, which increased cost of goods sold. The net of the two
above adjustments decreased cost of goods sold by $4,974,000.

         Gross profit decreased to $40.5 million, or 14.4% of net sales, in 2001
from $40.6 million, or 14.3% of net sales, in 2000 and $32.0 million, or 14.0%
of net sales, in 1999. The changes in gross profit were due to the factors
discussed above.

         Selling expenses, which include freight and sales commissions, were
$17.3 million in 2001, $17.6 million in 2000 and $13.5 million in 1999. As a
percentage of net sales, selling expenses were 6.2% in 2001, 6.2% in 2000 and
5.9% in 1999. General and administrative expenses were $6.9 million in 2001,
$6.4 million in 2000 and $5.2 million in 1999. As a percentage of net sales,
general and administrative expenses were 2.5% in 2001, 2.3% in 2000 and 2.3% in
1999. In 2001 and 2000, general and administrative costs increased due to
increased costs relating to higher sales volumes. These costs increased as a
percentage of sales due to lower sales prices per copper pound as discussed
above.

         Interest expense decreased to $1,833,000 in 2001 from $4,080,000 in
2000 and $2,922,000 in 1999. The decrease in 2001 is due to lower average debt
levels coupled with lower floating interest rates. The Company capitalized
interest expense relating to the construction of assets in the amounts of
approximately $112,000 in 2001, $0 in 2000 and $330,000 in 1999.



                                       10
<PAGE>

         The Company's effective tax rate was 36.0% in 2001 and 2000, down from
37.0% in 1999 as a result of an entity restructuring in mid-1999.

         As a result of the foregoing factors, the Company's net income was $9.1
million in 2001, $8.0 million in 2000 and $6.6 million in 1999.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes the Company's cash flow activities.

<Table>
<Caption>
                                                                     YEAR ENDED DECEMBER 31,
                                                            ------------------------------------------
                                                               2001            2000            1999
                                                            ----------      ----------      ----------
                                                                          (In thousands)
<S>                                                         <C>             <C>             <C>

Net income ............................................     $    9,130      $    8,050      $    6,594

Adjustments to reconcile net income to net
  cash provided by (used in) operating
  activities:
     Depreciation and amortization ....................          9,633           9,187           8,088
     Other non-cash items .............................          1,572             402           2,993
     Increase (decrease) in accounts receivable,
       inventory and other assets .....................          4,187           4,179         (24,966)
     Increase in trade accounts payable,
       accrued liabilities and other liabilities ......          1,599           1,071           2,085
                                                            ----------      ----------      ----------
Net cash provided by (used in) operating
  activities ..........................................         26,121          22,889          (5,206)

Investing activities:
  Purchases of property, plant and
     equipment (net) ..................................        (12,840)         (4,163)         (8,744)

Financing activities:
  (Decrease) increase in indebtedness, net ............        (12,600)        (18,000)         16,600
  Issuances of common stock ...........................          1,881           1,510              65
  Purchase of treasury stock ..........................         (1,366)         (3,436)         (2,891)
                                                            ----------      ----------      ----------

Net cash (used in) provided by financing
  activities ..........................................        (12,085)        (19,296)         13,774
                                                            ----------      ----------      ----------

Net increase (decrease) in cash .......................     $   (1,196)     $   (1,200)     $     (176)
                                                            ==========      ==========      ==========
</Table>

         The Company maintains a substantial inventory of finished products to
satisfy customers' prompt delivery requirements. As is customary in the
industry, the Company provides payment terms to most of its customers that
exceed terms that it receives from its suppliers. Therefore, the Company's
liquidity needs have generally consisted of operating capital necessary to
finance these receivables and inventory. Capital expenditures have historically
been necessary to expand the production capacity of the Company's manufacturing
operations. The Company has satisfied its liquidity and capital expenditure
needs with cash generated from operations, borrowings under its revolving credit
facilities and sales of its common stock.

         Note 4 of the Notes to Consolidated Financial Statements in Part I of
this Form 10-K is incorporated herein by reference as if fully restated herein.




                                       11
<PAGE>

         Effective August 31, 1999, the Company through its indirectly wholly
owned subsidiary, Encore Wire Limited, completed an unsecured loan facility with
a group of banks (the "Financing Agreement"). The Financing Agreement replaced
the Company's existing credit facility, and the Company is a guarantor of the
indebtedness. Obligations under the Financing Agreement are the only contractual
obligations or commercial commitments of the Company. The Financing Agreement
was amended once, in June of 2000, to extend the term to May 31, 2003. The
Financing Agreement provides for maximum borrowings of the lesser of $65.0
million or the amount of eligible accounts receivable plus the amount of
eligible finished goods and raw materials, less any available reserves
established by the banks. The calculated maximum borrowing amount available at
December 31, 2001, as computed under the Financing Agreement, was $65.0 million.
As of December 31, 2001, the Company had $30.0 million outstanding under this
facility.

         The Financing Agreement is unsecured and contains customary covenants
and events of default. The Company was in compliance with these covenants as of
December 31, 2001. Pursuant to the Financing Agreement, the Company is
prohibited from declaring, paying or issuing cash dividends. At December 31,
2001, the balance outstanding under the Financing Agreement was $30.0 million.
Amounts outstanding under the Financing Agreement are payable on May 31, 2003,
with interest due quarterly based on the bank's prime rate or LIBOR rate
options, at the Company's election.

         In December 2001, the Company entered into an interest rate swap
agreement on $24.0 million of its variable rate debt in order to hedge against
an increase in variable interest rates. The terms of the agreement fix the
interest rate on $24.0 million of the Company's variable rate, long-term note
payable to 4.6% per annum plus a variable adder that is based on certain
financial ratios contained in the loan covenants. This three year agreement
expires in December 2004.

         Pursuant to a 1995 stock repurchase program and extensions thereof, the
Company purchased an aggregate of 1,689,100 shares of its common stock during
the period from March 24, 1995 through June 30, 2001. All stock repurchases
under the program were authorized or ratified by the Board of Directors of the
Company and were consummated in accordance with Rule 10b-18 under the Securities
Exchange Act of 1934. Following the attacks of September 11, 2001, the Company
purchased an aggregate of 36,000 shares of its common stock during the period
from September 19 through September 24, 2001. No other shares were purchased by
the Company during the quarter ended September 30, 2001. On November 6, the
Board of Directors of the Company approved a new stock repurchase program
covering the purchase of up to 300,000 additional shares of its common stock
dependent upon market conditions. Common stock purchases under the new program
will be made from time to time until December 31, 2002 on the open market or
through privately negotiated transactions at prices determined by the Chairman
of the Board or the President of the Company.

         Cash provided by operations was $26.1 million in 2001 compared to $22.9
million provided in 2000 and cash used by operations of $5.2 million in 1999.
The increase of $3.2 million from 2000 to 2001 was the result of increased
earnings, depreciation and deferred taxes. The increase of $28.1 million from
1999 to 2000 was primarily the result of an $11.8 million reduction in inventory
in 2000 versus a $16.8 million increase in inventory in 1999. Cash used in
investing activities increased to $12.8 million in 2001 from $4.2 million due to
new building construction and related equipment purchases. Cash used in
investing activities decreased to $4.2 million in 2000 from $8.7 million in
1999. During 2000, capital expenditures returned to a maintenance level after
large investments were made the previous two years to expand capacity by
constructing a copper rod fabrication facility, PVC manufacturing facility and a
distribution center. The cash consumed by financing activities in 2001 and 2000
was primarily used to decrease borrowings on the Company's loan facility by
$12.6 million and $18.0 million, respectively. Cash provided by financing
activities was reduced by $1.4 million in 2001, $3.4 million in 2000 and $2.9
million in 1999, as a result of the purchase of treasury stock. Cash provided by
financing activities was increased by $1.9 million in 2001, $1.5 million in 2000
and $65,000 in 1999, as the result of the issuance of common stock, primarily to
satisfy employee option exercises.




                                       12
<PAGE>

         During 2002, the Company expects its capital expenditures will consist
of maintaining and adding manufacturing equipment for its residential and
commercial wire operations. The total capital expenditures associated with these
capital expenditures are estimated not to exceed $12.0 million in 2002. The
Company also expects its working capital requirements to increase during 2002 as
a result of continued increases in sales and potential increases in the cost of
copper. Moreover, the Company expects that the inventory levels necessary to
support sales of commercial wire will continue to be greater than the levels
necessary to support comparable sales of residential wire. The Company believes
that the cash flow from operations and the financing available from its'
revolving credit facility will satisfy working capital and capital expenditure
requirements for the next twelve months.

CRITICAL ACCOUNTING POLICIES

         Management's discussion and analysis of its financial condition and
results of operations are based upon the Company's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates. See Note 1 to the Consolidated
Financial Statements. Management believes the following critical accounting
policies affect its more significant estimates and assumptions used in the
preparation of its consolidated financial statements.

         Inventories are stated at the lower of cost, using the last-in,
first-out (LIFO) method, or market. The Company maintains only one inventory
pool for LIFO purposes as all inventories held by the Company generally relate
to the Company's only business segment, the manufacture and sale of copper
building wire products. As permitted by accounting principles generally accepted
in the United States, the Company maintains its inventory costs and cost of
goods sold on a first-in, first-out (FIFO) basis and makes a quarterly
adjustment to adjust total inventory and cost of goods sold from FIFO to LIFO.
The Company applies the lower of cost or market test by comparing the LIFO cost
of its raw materials, work-in-process and finished goods inventories to
estimated market values, which are based primarily upon the most recent quoted
market price of copper, in pound quantities, as of the end of each reporting
period. As of December 31, 2001, a $0.05 reduction in the fair market value of
copper, in pound quantities, would have required the Company to increase its
lower of cost or market reserve and cost of goods sold by approximately
$1,791,000 for the year ended December 31, 2001. Additionally, future reductions
in the quantity of inventory on hand could cause copper that is carried in
inventory at costs different from the cost of copper in the period in which the
reduction occurs to be included in costs of goods sold for that period at the
different price.

         The Company has provided an allowance for losses on customer
receivables based upon estimates of those customers' inability to make required
payments. Such estimate is established and adjusted based upon the makeup of the
current receivable portfolio, past bad debt experience and current market
conditions. If the financial condition of our customers were to deteriorate and
impair their ability to make payments to the Company, additional allowances for
losses might be required in future periods.

INFORMATION REGARDING FORWARD LOOKING STATEMENTS

         This report contains various forward-looking statements and information
that are based on management's belief as well as assumptions made by and
information currently available to management. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct. Such statements are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those expected. Among the key factors that may have a direct
bearing on the Company's operating results are fluctuations in the economy and
in the level of activity in the building and construction industry, demand for
the Company's products, the impact of price competition and fluctuations in the
price of copper.




                                       13
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company does not engage in metal futures trading or hedging
activities and does not enter into derivative financial instrument transactions
for trading or other speculative purposes. However, the Company is generally
exposed to commodity price and interest rate risks. In order to take advantage
of the low prevailing interest rates at the end of 2001, the Company entered
into an interest rate swap agreement on $24 million of its long-term debt. This
arrangement was entered into to fix the interest rate on that portion of the
debt for the next three years.

         The Company purchases copper cathode primarily from producers and
merchants at prices determined each month based on the average daily closing
prices for copper for that month, plus a negotiated premium. As a result,
fluctuations in copper prices caused by market forces can significantly affect
the Company's financial results.

         Interest rate risk is attributable to the Company's long-term debt.
Effective August 31, 1999, the Company through its indirectly wholly owned
subsidiary, Encore Wire Limited completed the "Financing Agreement". The amounts
outstanding under the Financing Agreement are payable on May 31, 2003, with
interest due quarterly based on the bank's prime rate or LIBOR rate options, at
the Company's election. At December 31, 2001, the balance outstanding under the
Financing Agreement was $30.0 million, and the average interest rate was 5.67%.
There is inherent rollover risk for borrowings as they mature and are renewed at
current market rates. The extent of this risk is not quantifiable or predictable
because of the variability of future interest rates and the Company's future
financing requirements. The Company took the steps outlined in the Liquidity and
Capital Resources section on page 12 to hedge a portion of its' outstanding debt
against rising interest rates. A 1% increase in the interest rate for the year
2001 would have increased the Company's interest expense by $333,500.

         For further information, see "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations."

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Report of Independent Auditors and the consolidated financial
statements of the Company and the notes thereto appear on the following pages.




                                       14
<PAGE>

                         Report of Independent Auditors


Board of Directors
Encore Wire Corporation

We have audited the accompanying consolidated balance sheets of Encore Wire
Corporation (the Company) as of December 31, 2001 and 2000, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Encore Wire
Corporation at December 31, 2001 and 2000, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States.


                                        /s/ Ernst & Young LLP


Dallas, Texas
January 25, 2002




                                       15
<PAGE>

                             Encore Wire Corporation

                           Consolidated Balance Sheets

<Table>
<Caption>
                                                                                             DECEMBER 31
                                                                                       2001                2000
                                                                                  --------------      --------------
<S>                                                                               <C>                 <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                      $    1,252,148      $       55,979
   Accounts receivable, net of allowance for losses of $541,476 and
     $413,648 in 2001 and 2000, respectively                                          45,616,298          54,002,608
   Inventories (Note 2)                                                               44,836,580          42,867,516
   Prepaid expenses and other                                                          2,390,353             460,543
                                                                                  --------------      --------------
Total current assets                                                                  94,095,379          97,386,646

Property, plant, and equipment - at cost:
   Land                                                                                3,456,979           3,583,329
   Construction-in-progress                                                           13,178,747           2,977,463
   Buildings and improvements                                                         24,645,848          26,086,303
   Machinery and equipment                                                            80,336,766          77,013,253
   Furniture and fixtures                                                              2,264,188           2,020,454
                                                                                  --------------      --------------
                                                                                     123,882,528         111,680,802

   Accumulated depreciation and amortization                                         (46,498,736)        (37,419,640)
                                                                                  --------------      --------------
                                                                                      77,383,792          74,261,162

Other assets                                                                             217,151             191,121
                                                                                  --------------      --------------
Total assets                                                                      $  171,696,322      $  171,838,929
                                                                                  ==============      ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Trade accounts payable                                                         $   20,174,630      $   18,487,044
   Accrued liabilities (Note 3)                                                        7,864,530           8,654,745
   Current income taxes payable                                                        1,702,123             737,674
   Current deferred income taxes (Note 5)                                              1,990,700             960,465
                                                                                  --------------      --------------
Total current liabilities                                                             31,731,983          28,839,928

Noncurrent deferred income taxes (Note 5)                                              7,035,871           6,852,848
Long-term note payable (Note 4)                                                       30,000,000          42,600,000
Contingencies (Note 9)

Stockholders' equity (Notes 6, 7 and 8):
   Convertible preferred stock, $.01 par value:
     Authorized shares - 2,000,000
     Issued and outstanding shares - none
   Common stock, $.01 par value:
     Authorized shares - 20,000,000
     Issued and outstanding shares - 16,944,785 in 2001 and
       16,637,509 in 2000                                                                169,448             166,375
   Additional paid-in capital                                                         34,040,542          32,162,267
   Treasury stock, at cost - 1,689,100 in 2001 and 1,528,100 in 2000                 (13,859,288)        (12,493,338)
   Accumulated other comprehensive income                                               (262,881)                 --
   Retained earnings                                                                  82,840,647          73,710,849
                                                                                  --------------      --------------
Total stockholders' equity                                                           102,928,468          93,546,153
                                                                                  --------------      --------------
Total liabilities and stockholders' equity                                        $  171,696,322      $  171,838,929
                                                                                  ==============      ==============
</Table>

See accompanying notes.



                                       16
<PAGE>

                             Encore Wire Corporation

                        Consolidated Statements of Income


<Table>
<Caption>
                                                                            YEAR ENDED DECEMBER 31
                                                                 2001                2000                1999
                                                            --------------      --------------      --------------
<S>                                                         <C>                 <C>                 <C>

Net sales                                                   $  281,009,863      $  283,689,096      $  229,669,808
Cost of goods sold                                             240,552,777         243,132,019         197,635,985
                                                            --------------      --------------      --------------
Gross profit                                                    40,457,086          40,557,077          32,033,823

Selling, general, and administrative expenses                   24,475,040          24,027,034          18,741,589
                                                            --------------      --------------      --------------
Operating income                                                15,982,046          16,530,043          13,292,234

Other income (expense):
   Interest and other income                                       116,440             127,831             103,605
   Interest expense                                             (1,832,965)         (4,079,928)         (2,921,762)
                                                            --------------      --------------      --------------
Income before income taxes                                      14,265,521          12,577,946          10,474,077
Income tax expense (Note 5)                                      5,135,723           4,528,100           3,880,100
                                                            --------------      --------------      --------------
Net income                                                  $    9,129,798      $    8,049,846      $    6,593,977
                                                            ==============      ==============      ==============

Weighted average common shares - basic (Note 7)                 15,068,086          15,216,650          15,468,107
                                                            ==============      ==============      ==============

Basic earnings per common share                             $         0.61      $         0.53      $         0.43
                                                            ==============      ==============      ==============

Weighted average common shares - diluted (Note 7)               15,156,690          15,382,870          15,713,491
                                                            ==============      ==============      ==============

Diluted earnings per common share                           $         0.60      $         0.52      $         0.42
                                                            ==============      ==============      ==============
</Table>


See accompanying notes.




                                       17
<PAGE>

                             Encore Wire Corporation

                 Consolidated Statements of Stockholders' Equity


<Table>
<Caption>
                                                                                       ACCUMULATED
                                                         ADDITIONAL                       OTHER
                                        COMMON STOCK       PAID-IN       TREASURY     COMPREHENSIVE    RETAINED
                                     SHARES     AMOUNT     CAPITAL        STOCK           INCOME       EARNINGS       TOTAL
                                   ----------  --------  ------------  ------------   -------------  ------------  -------------
<S>                               <C>          <C>       <C>           <C>            <C>            <C>           <C>

Balance at December 31, 1998       16,304,129  $163,041  $ 30,591,061  $ (6,166,525)    $       --   $ 59,067,026  $  83,654,603
   Net income                              --        --            --            --             --      6,593,977      6,593,977
   Proceeds from exercise of
     stock options                     33,793       338        42,977            --             --             --         43,315
   Purchase of treasury stock              --        --            --    (2,890,828)            --             --     (2,890,828)
   Tax benefit on exercise of
     stock options                         --        --        21,625            --             --             --         21,625
                                   ----------  --------  ------------  ------------     ----------   ------------  -------------
Balance at December 31, 1999       16,337,922   163,379    30,655,663    (9,057,353)            --     65,661,003     87,422,692
   Net income                              --        --            --            --             --      8,049,846      8,049,846
   Proceeds from exercise of
     stock options                    299,587     2,996     1,506,604            --             --             --      1,509,600
   Purchase of treasury stock              --        --            --    (3,435,985)            --             --     (3,435,985)
                                   ----------  --------  ------------  ------------     ----------   ------------  -------------
Balance at December 31, 2000       16,637,509   166,375    32,162,267   (12,493,338)            --     73,710,849     93,546,153
   Net income                              --        --            --            --             --      9,129,798      9,129,798
   Unrealized loss on hedging
     activities                            --        --            --            --       (262,881)            --       (262,881)
                                                                                                                   -------------
   Total comprehensive income              --        --            --            --             --             --      8,866,917
   Proceeds from exercise of
     stock options                    307,276     3,073     1,524,675            --             --             --      1,527,748
   Purchase of treasury stock              --        --            --    (1,365,950)            --             --     (1,365,950)
   Tax benefit on exercise of
     stock options                         --        --       353,600            --             --             --        353,600
                                   ----------  --------  ------------  ------------     ----------   ------------  -------------
Balance at December 31, 2001       16,944,785  $169,448  $ 34,040,542  $(13,859,288)    $ (262,881)  $ 82,840,647  $ 102,928,468
                                   ==========  ========  ============  ============     ==========   ============  =============
</Table>

See accompanying notes.



                                       18
<PAGE>

                             Encore Wire Corporation

                      Consolidated Statements of Cash Flows


<Table>
<Caption>
                                                                                   YEAR ENDED DECEMBER 31
                                                                           2001              2000              1999
                                                                       ------------      ------------      ------------
<S>                                                                    <C>               <C>               <C>
OPERATING ACTIVITIES
Net income                                                             $  9,129,798      $  8,049,846      $  6,593,977
Adjustments to reconcile net income to net cash provided by
   (used in) operating activities:
     Depreciation                                                         9,633,040         9,187,014         8,088,037
     Provision for bad debts                                                300,000            87,500                --
     Deferred income taxes                                                1,213,258           255,706         2,988,673
     (Gain) loss on disposal of assets                                       58,355            58,587             3,904
     Changes in operating assets and liabilities:
       Accounts receivable                                                8,086,310        (7,497,695)       (8,646,648)
       Inventories                                                       (1,969,064)       11,770,841       (16,778,440)
       Prepaid expenses and other                                        (1,929,810)          (92,853)         (120,791)
       Current income taxes receivable                                           --                --           581,783
       Trade accounts payable                                             1,950,467           405,499         1,233,608
       Accrued liabilities                                               (1,315,978)          441,984           335,853
       Current income taxes payable                                         964,449           223,308           514,366
                                                                       ------------      ------------      ------------
Net cash provided by (used in) operating activities                      26,120,825        22,889,737        (5,205,678)

INVESTING ACTIVITIES
Purchases of property, plant, and equipment                             (14,530,556)       (4,169,203)       (8,939,393)
Increase in long term investments                                             7,500                --             4,500
(Increase) decrease in deposits                                             (33,530)          (46,085)           73,000
Proceeds from sale of assets                                              1,716,532            52,000           117,838
                                                                       ------------      ------------      ------------
Net cash provided by (used in) investing activities                     (12,840,054)       (4,163,288)       (8,744,055)

FINANCING ACTIVITIES
Decrease in long-term note payable                                      (12,600,000)      (18,000,000)       16,600,000
Proceeds from issuance of common stock, net                               1,881,348         1,509,600            64,940
Purchase of treasury stock                                               (1,365,950)       (3,435,985)       (2,890,828)
                                                                       ------------      ------------      ------------
Net cash provided by (used in) financing activities                     (12,084,602)      (19,926,385)       13,774,112
                                                                       ------------      ------------      ------------

Net increase (decrease) in cash and cash equivalents                      1,196,169        (1,199,936)         (175,621)
Cash and cash equivalents at beginning of year                               55,979         1,255,915         1,431,536
                                                                       ------------      ------------      ------------
Cash and cash equivalents at end of year                               $  1,252,148      $     55,979      $  1,255,915
                                                                       ============      ============      ============
</Table>

See accompanying notes.



                                       19
<PAGE>

                             Encore Wire Corporation

                   Notes to Consolidated Financial Statements

                                December 31, 2001


1. SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

Encore Wire Corporation (the Company) conducts its business in one segment - the
manufacture of copper electrical wire, principally NM cable, for use primarily
as interior wiring in homes, apartments, and manufactured housing, and THHN
cable, for use primarily as wiring in commercial and industrial buildings. The
Company sells its products primarily through approximately 30 manufacturers'
representatives located throughout the United States and, to a lesser extent,
through its own direct marketing efforts. The principal customers for Encore's
commercial and residential wire are wholesale electrical distributors.

Copper, a commodity product, is the principal raw material used in the Company's
manufacturing operations. Copper accounted for approximately 66.6%, 63.9%, and
60.6% of its cost of goods sold during 2001, 2000, and 1999, respectively. The
price of copper fluctuates, depending on general economic conditions and in
relation to supply and demand and other factors, and has caused monthly
variations in the cost of copper purchased by the Company. The Company cannot
predict copper prices in the future or the effect of fluctuations in the cost of
copper on the Company's future operating results. Future reductions in the price
of copper could require the Company to record an additional lower of cost or
market adjustment against the related inventory balance.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary. Significant intercompany accounts and transactions
have been eliminated upon consolidation.

Certain prior year balances have been reclassified to conform to the current
year presentation.



                                       20
<PAGE>

                             Encore Wire Corporation

             Notes to Consolidated Financial Statements (continued)


1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" (SFAS 133), as
amended, which was adopted by the Company on January 1, 2001. SFAS 133 requires
that all derivatives be recorded on the balance sheet at fair value. Changes in
derivatives that are not hedges are adjusted to fair value through income.
Changes in derivatives that meet the Statement's hedge criteria will either be
offset through income, or recognized in other comprehensive income until the
hedged item is recognized in earnings. The adoption of SFAS 133 had no material
impact on the Company's financial condition, results of operations or cash
flows.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that effect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

REVENUE RECOGNITION

Revenue from the sale of the Company's products is recognized upon shipment to
the customer, which is when title and risk of loss pass to the customer. The
Company provides for estimated returns and allowances at the time of sale.

FREIGHT EXPENSES

The Company classifies shipping and handling costs as a component of selling,
general and administrative expenses. Shipping and handling costs were
approximately $9.1 million, $8.6 million and $6.8 million for the fiscal years
ended December 31, 2001, 2000 and 1999, respectively.



                                       21
<PAGE>

                             Encore Wire Corporation

             Notes to Consolidated Financial Statements (continued)


1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK

Cash and cash equivalents, accounts receivable, trade accounts payable, accrued
liabilities, and notes payable are stated at expected settlement amounts which
approximate fair value.

Accounts receivable represent amounts due from customers (primarily wholesale
electrical distributors, manufactured housing suppliers, and retail home
improvement centers) related to the sale of the Company's products. Such
receivables are uncollateralized and are generally due from a diverse group of
customers located throughout the United States. The Company establishes an
allowance for losses based upon the makeup of the current portfolio, past bad
debt experience and current market conditions. The Company charged off accounts
receivable of $172,333, $169,591 and $27,343 in 2001, 2000 and 1999,
respectively.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.

INVENTORIES

Inventories are stated at the lower of cost, using the last-in, first-out (LIFO)
method, or market. The Company evaluates the market value of its raw materials,
work-in-process and finished goods inventory primarily based upon reference to
current raw and finished copper and other materials prices at the end of each
period.

PROPERTY, PLANT, AND EQUIPMENT

Depreciation of property, plant, and equipment for financial reporting purposes
is provided on the straight-line method over the estimated useful lives of the
respective assets as follows: buildings and improvements, 15 to 30 years;
machinery and equipment, 3 to 10 years; and furniture and fixtures, 3 to 5
years. Accelerated cost recovery methods are used for tax purposes. Repairs and
maintenance costs are expensed as incurred.



                                       22
<PAGE>

                             Encore Wire Corporation

             Notes to Consolidated Financial Statements (continued)


1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK OPTIONS

The Company has elected to continue to follow the expense recognition criteria
in Accounting Principles Board Opinion No. 25 (APB 25), "Accounting for Stock
Issued to Employees" and provides the related disclosures as required by
Statement of Financial Accounting Standards No. 123 (FAS 123), "Accounting for
Stock-Based Compensation".

EARNINGS PER SHARE

Income per common and common equivalent share is computed using the weighted
average number of shares of common stock and common stock equivalents
outstanding during each period. The dilutive effects of stock options and common
stock warrants, which are common stock equivalents, are calculated using the
treasury stock method.

INCOME TAXES

Income taxes are provided based on the deferred method, resulting in income tax
assets and liabilities due to temporary differences. Temporary differences are
differences between the tax bases of assets and liabilities and their reported
amounts in the financial statements that will result in taxable or deductible
amounts in future years.

2. INVENTORIES

Inventories consist of the following at December 31:

<Table>
<Caption>
                                                              2001              2000
                                                          ------------      ------------
<S>                                                       <C>               <C>

         Raw materials                                    $  3,761,870      $ 13,421,656
         Work-in-process                                     3,671,218         3,403,708
         Finished goods                                     31,081,648        24,694,088
                                                          ------------      ------------
                                                            38,514,736        41,519,452
         Adjust to LIFO cost                                 8,933,919         1,348,064
         Lower of cost or market adjustment                 (2,612,075)               --
                                                          ------------      ------------
                                                          $ 44,836,580      $ 42,867,516
                                                          ============      ============
</Table>




                                       23
<PAGE>

                             Encore Wire Corporation

             Notes to Consolidated Financial Statements (continued)


2. INVENTORIES (CONTINUED)

During the fiscal year ended December 31, 2000, the Company liquidated inventory
quantities resulting in a decrease in cost of goods sold under the LIFO method
of approximately $629,000. During the fiscal year ended December 31, 2001, there
were no liquidations of inventory quantities.

3. ACCRUED LIABILITIES

Accrued liabilities consist of the following at December 31:

<Table>
<Caption>
                                                         2001           2000
                                                      ----------     ----------

<S>                                                   <C>            <C>
         Sales volume discounts payable               $3,997,739     $4,749,635
         Property taxes payable                        1,678,271      1,729,478
         Commissions payable                             495,312        686,521
         Other accrued liabilities                     1,693,208      1,489,111
                                                      ----------     ----------
                                                      $7,864,530     $8,654,745
                                                      ==========     ==========
</Table>

4. LONG-TERM NOTE PAYABLE

On August 31, 1999, the Company signed a new Financing Agreement with a bank to
provide for maximum borrowings of the lesser of $65.0 million or the amount of
eligible accounts receivable plus the amount of eligible finished goods and raw
materials inventories as defined in the Financing Agreement (approximately $65.0
million at December 31, 2001). The facility is unsecured and contains customary
covenants and conditions providing for events of default.

The Company is prohibited from declaring, paying, or issuing cash dividends. At
December 31, 2001, the balance outstanding under the revolving credit facility
was $30.0 million. Amounts outstanding under the facility are payable on May 31,
2003, with interest due quarterly based on the bank's prime rate or LIBOR rate
options, at the Company's election (average interest rate at December 31, 2001
was 4.8%). Each interest rate option includes a variable adder based upon
certain financial ratios contained in its loan covenants.

The Company paid interest totaling $1,889,956, $4,021,313, and $2,831,275 in
2001, 2000, and 1999, respectively. The Company capitalized $112,307, $0 and
$329,738 of interest in 2001, 2000 and 1999, respectively, relating to the
construction of the distribution center, rod mill, and plastics mill.



                                       24
<PAGE>

                             Encore Wire Corporation

             Notes to Consolidated Financial Statements (continued)


4. LONG-TERM NOTE PAYABLE (CONTINUED)

In December 2001, the Company entered into an interest rate swap agreement on
$24.0 million of its variable rate debt in order to hedge against an increase in
variable interest rates. The terms of the agreement effectively fix the interest
rate on $24.0 million of the Company's variable rate, long-term note payable to
4.6% per annum plus a variable adder based upon certain financial ratios
contained in its loan covenants. Based upon its terms and conditions, the hedge
qualifies for the short-cut method under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", as amended, and all unrealized
gains or losses related to the hedge instrument will be recorded through
accumulated other comprehensive income. For the fiscal year ended December 31,
2001, the Company recorded an unrealized loss of $262,881 related to its
interest rate swap agreement. As of December 31, 2001, the Company has no other
derivative financial instruments and is engaged in no other hedging activities.

5. INCOME TAXES

The provisions for income tax expense are summarized as follows:

<Table>
<Caption>
                                       2001           2000           1999
                                    ----------     ----------     ----------
<S>                                 <C>            <C>            <C>
         Current:
            Federal                 $3,616,572     $3,986,658     $  802,604
            State                      305,893        285,736         88,823
         Deferred                    1,213,258        255,706      2,988,673
                                    ----------     ----------     ----------
                                    $5,135,723     $4,528,100     $3,880,100
                                    ==========     ==========     ==========
</Table>

The differences between the provision for income taxes and income taxes computed
using the federal income tax rate are as follows:

<Table>
<Caption>
                                                          2001              2000              1999
                                                      ------------      ------------      ------------
<S>                                                   <C>               <C>               <C>

         Amount computed using the statutory
            rate                                      $  4,992,932      $  4,402,281      $  3,661,526
         State income taxes, net of federal
            tax benefit                                    234,212           221,556           145,395
         Change in tax rate                                     --          (153,324)               --
         Other items                                       (91,421)           57,587            73,179
                                                      ------------      ------------      ------------
                                                      $  5,135,723      $  4,528,100      $  3,880,100
                                                      ============      ============      ============
</Table>



                                       25
<PAGE>

                             Encore Wire Corporation

             Notes to Consolidated Financial Statements (continued)


5. INCOME TAXES (CONTINUED)

The tax effect of each type of temporary difference giving rise to the deferred
tax liability at December 31, 2001 and 2000, is as follows:

<Table>
<Caption>
                                                                  DEFERRED TAX ASSET (LIABILITY)
                                                            2001                                   2000
                                             --------------------------------------------------------------------------
                                                CURRENT            NONCURRENT           CURRENT            NONCURRENT
                                             --------------      --------------      --------------      --------------
<S>                                          <C>                 <C>                 <C>                 <C>

Depreciation and amortization                $           --      $   (7,035,871)     $           --      $   (6,852,848)
Inventory                                        (2,354,370)                 --          (1,603,384)                 --
Allowance for doubtful accounts                     162,198                  --             151,974                  --
Accrued expenses                                     42,178                  --              (9,079)                 --
Uniform capitalization rules                        324,524                  --             251,043                  --
AMT Credit                                               --                  --             348,007                  --
Other                                              (165,230)                 --             (99,026)                 --
                                             --------------      --------------      --------------      --------------
                                             $   (1,990,700)     $   (7,035,871)     $     (960,465)     $   (6,852,848)
                                             ==============      ==============      ==============      ==============
</Table>

The Company made income tax payments (received refunds) of $2,618,895 in 2001,
$3,618,512 in 2000, and $(227,000) in 1999.



                                       26
<PAGE>

                             Encore Wire Corporation

             Notes to Consolidated Financial Statements (continued)


6. STOCK OPTIONS

The Company has a stock option plan for employees that provides for the granting
of stock options and authorizes the issuance of common stock upon the exercise
of such options for up to 2,341,500 shares of common stock. The stock options
vest over five years and expire ten years from grant date. The following
summarizes activity in the stock option plan for the years ended December 31,
2001, 2000, and 1999:

<Table>
<Caption>
                                                  SHARES UNDER       PRICE PER        AGGREGATE
                                                    OPTIONS            SHARE         OPTION PRICE
                                                  ------------      ------------   ----------------
<S>                                               <C>              <C>             <C>

Options outstanding at December 31, 1998               925,800      $ 0.33-17.33     $  5,855,159
   Options granted                                     116,500        6.50- 9.25          775,125
   Options exercised                                   (33,793)       0.33- 4.50         (197,126)
   Options canceled                                    (33,555)       4.17-10.00          (10,961)
                                                  ------------      ------------     ------------
Options outstanding at December 31, 1999               974,952        0.33-17.33        6,422,197
   Options granted                                      87,000        5.63- 7.00          562,760
   Options exercised                                  (299,587)       0.33- 5.84       (1,509,665)
   Options canceled                                    (28,850)       6.22-10.00         (240,191)
                                                  ------------      ------------     ------------
Options outstanding at December 31, 2000               733,515        4.55-17.33        5,235,101
   Options granted                                     331,000        6.63-11.55        3,643,880
   Options exercised                                  (307,276)       0.33-10.00       (1,527,929)
   Options canceled                                    (17,050)       5.88-10.00         (155,970)
                                                  ------------      ------------     ------------
Options outstanding at December 31, 2001               740,189      $ 4.55-17.33     $  7,195,082
                                                  ============      ============     ============
</Table>

The following summarizes information about stock options outstanding at December
31, 2001:

<Table>
<Caption>
                                           OPTIONS OUTSTANDING                        OPTIONS EXERCISABLE
                               ----------------------------------------------     -----------------------------
                                                 WEIGHTED
                                                  AVERAGE          WEIGHTED                          WEIGHTED
                                                 REMAINING         AVERAGE                           AVERAGE
                                  SHARES        CONTRACTUAL        EXERCISE          SHARES          EXERCISE
 RANGE OF EXERCISE PRICES      OUTSTANDING          LIFE            PRICE         EXERCISABLE         PRICE
 ------------------------      ------------     ------------     ------------     ------------     ------------
<S>                            <C>              <C>              <C>              <C>              <C>

     $ 4.55 - $ 7.00                270,089       7.66 years     $       6.40          110,490     $       6.23
     $ 8.03 - $11.55                417,600       9.11 years     $      10.79           74,180     $       9.10
     $17.00 - $17.33                 52,500       6.14 years     $      17.05           40,500     $      17.04
                               ------------     ------------     ------------     ------------     ------------
     $ 4.55 - $17.33                740,189       8.37 years     $       9.63          225,170     $       9.12
                               ============     ============     ============     ============     ============
</Table>



                                       27
<PAGE>

                             Encore Wire Corporation

             Notes to Consolidated Financial Statements (continued)


6. STOCK OPTIONS (CONTINUED)

Pro forma information regarding net income and income per share has been
determined as if the Company had accounted for employee stock options granted
subsequent to December 31, 1994, under the fair value method provided for under
FAS 123. The fair value for the stock options granted to directors, officers,
and key employees of the Company on or after January 1, 1995, was estimated at
the date of the grant using the Black-Scholes options pricing model with the
following weighted-average assumptions:

<Table>
<Caption>
                                              2001          2000          1999
                                            --------      --------      --------
<S>                                         <C>           <C>           <C>

         Risk-free interest rate                3.89%         5.54%         6.43%
         Expected dividend yield                0.00%         0.00%         0.00%
         Expected volatility                      56%           55%           54%
         Expected lives                     5.0 YEARS     5.0 years     5.0 years
</Table>

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility.

The weighted-average fair value of stock options granted during the years ended
December 31, 2001, 2000, and 1999, was $5.72, $4.59, and $3.57, respectively.
For purposes of the pro forma disclosures, the estimated fair value of stock
options granted has been amortized to expense over the vesting period. The
Company's pro forma information for FAS 123 is as follows (in thousands, except
for earnings per common share information):

<Table>
<Caption>
                                                                      2001          2000          1999
                                                                   ----------     ---------    ----------
<S>                                                                <C>            <C>          <C>

Net income                                        As reported      $    9,130     $   8,050    $    6,594
                                                  Pro forma             8,863         7,863         6,436
Basic earnings per common share                   As reported            0.61          0.53          0.43
                                                  Pro forma              0.59          0.52          0.42
Diluted earnings per common share                 As reported            0.60          0.52          0.42
                                                  Pro forma              0.58          0.51          0.41
</Table>



                                       28
<PAGE>

                             Encore Wire Corporation

             Notes to Consolidated Financial Statements (continued)


7. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share:

<Table>
<Caption>
                                                              2001             2000             1999
                                                          ------------     ------------     ------------
<S>                                                       <C>              <C>              <C>

         Numerator:
            Net income                                    $  9,129,798     $  8,049,846     $  6,593,977
                                                          ============     ============     ============

         Denominator:
            Denominator for basic earnings
              per share - weighted average
              shares                                        15,068,086       15,216,650       15,468,107

            Effect of dilutive securities:
              Employee stock options                            88,604          166,220          245,384
                                                          ------------     ------------     ------------

            Denominator for diluted earnings
              per share - weighted average
              shares                                        15,156,690       15,382,870       15,713,491
                                                          ============     ============     ============
</Table>

8. STOCKHOLDERS' EQUITY

Pursuant to a 1995 stock repurchase program and extensions thereof, the Company
purchased an aggregate of 1,653,100 shares of its common stock during the period
from March 24, 1995 through June 30, 2001. All stock repurchases under the
program were authorized or ratified by the Board of Directors of the Company.
Following the attacks of September 11, 2001, the Company purchased an aggregate
of 36,000 shares of its common stock during the period from September 19, 2001
through September 24, 2001. In November 2001, the Company's Board of Directors
approved a new stock repurchase program covering the purchase of up to 300,000
additional shares of its common stock dependent upon market conditions. Since
the new plan was approved in November 2001, no common shares have been
repurchased.



                                       29
<PAGE>

                             Encore Wire Corporation

             Notes to Consolidated Financial Statements (continued)


9. CONTINGENCIES

The Company is a party to litigation and claims that arise out of the ordinary
business of the Company. While the results of these matters cannot be predicted
with certainty, the Company does not believe the final outcome of such
litigation and claims will have a material adverse effect on the financial
condition, the results of operations or the cash flows of the Company because
the Company believes that it has adequate insurance and reserves to cover any
damages that may ultimately be awarded.

10. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following is a summary of the unaudited quarterly financial information for
the two years ended December 31, 2001 and 2000 (in thousands, except per share
amounts):

<Table>
<Caption>
                                                               THREE MONTHS ENDED
                   2001                       MARCH 31       JUNE 30      SEPTEMBER 30   DECEMBER 31
                   ----                      ----------     ----------    ------------   -----------
<S>                                          <C>            <C>           <C>            <C>

Net sales                                    $   69,757     $   75,007     $   73,020     $   63,226
Gross profit                                      9,830         10,242          9,910         10,475
Net income                                        2,032          2,228          2,135          2,735
Net income per common share - basic                0.13           0.15           0.14           0.18
Net income per common share - diluted              0.13           0.15           0.14           0.18
</Table>

<Table>
<Caption>
                                                               THREE MONTHS ENDED
                   2000                       MARCH 31       JUNE 30      SEPTEMBER 30   DECEMBER 31
                   ----                      ----------     ----------    ------------   -----------
<S>                                          <C>            <C>           <C>            <C>

Net sales                                    $   67,049     $   73,027     $   70,387     $   73,226
Gross profit                                      9,187          9,784         10,424         11,162
Net income                                        1,531          1,708          2,175          2,636
Net income per common share - basic                0.10           0.11           0.14           0.17
Net income per common share - diluted              0.10           0.11           0.14           0.17
</Table>



                                       30
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

         The section entitled "Election of Directors" and "Section 16 (a)
Beneficial Ownership Reporting Compliance" appearing in the Company's proxy
statement for the annual meeting of stockholders to be held on May 7, 2002 sets
forth certain information with respect to the directors of the Company and with
respect to Section 16 (a) reporting obligations of directors and officers are
incorporated herein by reference. Certain information with respect to persons
who are or may be deemed to be executive officers of the Company is set forth
under the caption "Executive Officers of the Company" in Part I of this report.

ITEM 11. EXECUTIVE COMPENSATION

         The section entitled "Executive Compensation" appearing in the
Company's proxy statement for the annual meeting of stockholders to be held on
May 7, 2002 sets forth certain information with respect to the compensation of
management of the Company and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The section entitled "Security Ownership of Certain Beneficial Owners,
Directors and Executive Officers" appearing in the Company's proxy statement for
the annual meeting of stockholders to be held on May 7, 2002 sets forth certain
information with respect to the ownership of the Company's common stock, and is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

         The section entitled "Executive Compensation - Certain Relationships
and Related Transactions" appearing in the Company's proxy statement for the
annual meeting of stockholders to be held on May 7, 2002 sets forth certain
information with respect to certain relationships and related transactions, and
is incorporated herein by reference.





                                       31
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)      The following documents are filed as a part of this report:

                  (1)      Financial Statements included in Item 8 herein:

                           Report of Independent Auditors
                           Consolidated Balance Sheets as of December 31,
                              2001 and 2000
                           Consolidated Statements of Income for the years ended
                              December 31, 2001, 2000, and 1999
                           Consolidated Statements of Stockholders' Equity for
                              the years ended December 31, 2001, 2000 and 1999
                           Consolidated Statements of Cash Flows for years ended
                              December 31, 2001, 2000 and 1999
                           Notes to Consolidated Financial Statements

                  (2)      Financial Statement Schedules included in Item 8
                           herein:

                           All schedules for which provision is made in the
                           applicable accounting regulations of the Securities
                           and Exchange Commission are not required under the
                           related instructions or are inapplicable and,
                           therefore, have been omitted.

                  (3)      Exhibits:

                           The information required by this Item 14(a)(3) is set
                           forth in the Index to Exhibits accompanying this
                           Annual Report on Form 10-K.

         (b)      No Current Reports on Form 8-K were filed during the quarter
                  ended December 31, 2001.




                                       32
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Encore Wire Corporation has duly caused this Annual Report
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                             ENCORE WIRE CORPORATION

Date: March 21, 2002


                                             By:      /s/ VINCENT A. REGO
                                                -------------------------------
                                                        Vincent A. Rego
                                                    Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report has been signed by the following persons in the capacities
and on the dates indicated.

<Table>
<Caption>
      SIGNATURE                                                  TITLE                                  DATE
      ---------                                                  -----                                  ----
<S>                                                   <C>                                       <C>



      /s/ VINCENT A. REGO                                Chairman of the Board                     March 21, 2002
---------------------------------------------           of Directors and Chief
      Vincent A. Rego                                     Executive Officer



      /s/ DANIEL L. JONES                            President and Chief Operating                 March 21, 2002
---------------------------------------------                  Officer
      Daniel L. Jones                                         Director



      /s/ FRANK J. BILBAN                              Vice President -- Finance,                  March 21, 2002
---------------------------------------------           Secretary and Treasurer
      Frank J. Bilban                                    (Principal Financial
                                                        and Accounting Officer)
</Table>



                                       33
<PAGE>

<Table>
<S>                                                   <C>                                        <C>
      /s/ DONALD E. COURTNEY                             Vice-Chairman of the                      March 21, 2002
---------------------------------------------             Board of Directors
      Donald E. Courtney



      /s/ JOSEPH M. BRITO                                      Director                            March 21, 2002
---------------------------------------------
      Joseph M. Brito



      /s/ JOHN H. WILSON                                       Director                            March 21, 2002
---------------------------------------------
      John H. Wilson



      /s/ JOHN P. PRINGLE                                      Director                            March 21, 2002
---------------------------------------------
      John P. Pringle



      /s/ WILLIAM R. THOMAS                                    Director                            March 21, 2002
---------------------------------------------
      William R. Thomas
</Table>



                                       34
<PAGE>


                               INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER                   DESCRIPTION
-------                  -----------
<S>                      <C>

   3.1                   Certificate of Incorporation of Encore Wire
                         Corporation, as amended (filed as Exhibit 3.1 to the
                         Company's Registration Statement on Form S-1, as
                         amended (No. 33-47696), and incorporated herein by
                         reference).

   3.2                   Amended and Restated Bylaws of Encore Wire Corporation,
                         as amended through February 7, 2002 (included herein).

   10.1                  Financing Agreement by and among Encore Wire Limited,
                         as Borrower, Bank of America, National Association, as
                         Agent, and Bank of America, National Association, and
                         Comerica Bank-Texas, as Lenders, dated August 31, 1999
                         (filed as exhibit 10.1 to the Company's Quarterly
                         Report on Form 10-Q for the quarter ended September 30,
                         1999 and incorporated herein by reference).

   10.2                  First amendment to Financing Agreement of August 31,
                         1999, dated June 27, 2000 by and among Encore Wire
                         Limited, as Borrower, Bank of America, National
                         Association, as Agent, and Bank of America, National
                         Association, and Comerica Bank-Texas, as Lenders, as
                         Agent and Bank of America, National Association and
                         Comerica Bank - Texas as Lenders (filed as exhibit 10.1
                         to the Company's Quarterly Report on Form 10-Q for the
                         quarter ended June 30, 2000 and incorporated herein by
                         reference).

   10.3*                 1999 Stock Option Plan, as amended and restated,
                         effective as of October 24, 2001 (filed as Annex B to
                         the Company's proxy statement on Schedule 14A for the
                         2002 annual meeting).

   10.4*                 1989 Stock Option Plan, as amended and restated (filed
                         as Exhibit 4.1 to the Company's Registration Statement
                         on Form S-8 (No. 333-38729), and incorporated herein by
                         reference), terminated except with respect to
                         outstanding options thereunder.

   21.1                  Subsidiaries (included herein).

   23.1                  Consent of Ernst & Young LLP (included herein).
</Table>

   *        Management contract or compensatory plan