DRAFT MARKED FROM 10-K FILED MARCH 27, 1996




                          FORM 10-K/A
                        Amendment No. 1

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
     (Mark One)
       [X]   For the Fiscal Year Ended December 30, 1995

       [ ]   For the Transition Period From ____ To ____
                                     
                        Commission File No. 0-22468
                                     
                     WICKES LUMBER COMPANY
     (Exact name of registrant as specified in its charter)

       Delaware                              36-3554758
(State of Incorporation)      (IRS Employer Identification No.)

       706 Deerpath Drive, Vernon Hills, Illinois  60061
            (Address of principal executive offices)

                         (847) 367-3400
      (Registrant's telephone number, including area code)

       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 of $.01 per share

      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.  [ ]

     As of February 29, 1996, the Registrant had 5,647,134 shares of Common
Stock,  par  value $.01 per share, and 499,768 shares of Class B Non-Voting
Common  Stock,  par  value $.01 per share, outstanding, and  the  aggregate
market  value of outstanding voting stock (based on the last sale price  on
the  NASDAQ National Market System) held by nonaffiliates was approximately
$16,200,000 (includes the market value of all such stock other than  shares
beneficially owned by 10% stockholders, executive officers and directors).

                    DOCUMENTS INCORPORATED BY REFERENCE

    Portions  of  the Registrant's Proxy Statement in connection  with  its
Annual Meeting of Shareholders tentatively scheduled to be held on May  20,
1996,  are  incorporated  by  reference  into  Part  III  hereof,  as  more
specifically described herein.





Item 6. SELECTED FINANCIAL DATA.

    The  following table presents selected financial data derived from  the
audited  consolidated financial statements of the Company for each  of  the
five  years ended December 30, 1995.  The following selected financial data
should  be  read  in conjunction with "Item 7. Management's Discussion  and
Analysis  of  Financial  Condition  and  Results  of  Operations"  and  the
Consolidated Financial Statements and Notes thereto contained elsewhere  in
this report.





             WICKES LUMBER COMPANY AND SUBSIDIARIES                            
              SELECTED CONSOLIDATED FINANCIAL DATA
        (in thousands, except ratios and per share data)

<TABLE>
<CAPTION>
                                                               
                                                                  Dec. 30     Dec. 31,   Dec. 25,   Dec. 26,   Dec. 28,
                                                                    1995        1994       1993       1992       1991
                                                                  -------    -------    -------     -------    -------
<S>                                                               <C>         <C>        <C>        <C>        <C>      
Income Statement Data:                                                                    
    Net sales                                                     $972,612    $986,872   $846,842   $745,365   $745,842
    Gross profit                                                   220,812     233,831    206,558    187,622    182,795
    Selling, general and administrative expense                    194,629     194,586    174,889    157,639    172,738
    Depreciation, goodwill and trademark amortization                5,882       4,543      5,782      5,850      5,720
    Provision for doubtful accounts                                  6,482       2,457      1,942                     
    Restructuring and unusual items(1)                              17,789       2,000         53          -          -
    Other operating income (loss)                                    5,831       6,772      4,575      3,618     (1,019)
    Income/(loss) from operations                                    1,852      37,017     28,467     27,751      3,318
    Interest expense(3)                                             24,351      21,663     20,298     20,845     24,577
    Equity in loss of affiliated company                             3,543           -          -          -          -
    Income (loss) before income taxes, extraordinary gain, and                                            
      cumulative effect of accounting change                       (26,042)     15,354      8,169      6,906    (21,259)
    Income taxes                                                     1,353       1,660      1,227        902        704
    Deferred tax benefit (4)                                       (11,796)    (14,360)         -          -          -
    Income (loss) before extraordinary gain and cumulative effect                                         
      of accounting change                                         (15,599)     28,054      6,942      6,004    (21,963)
    Extraordinary gain (5)                                               -           -      1,241          -          -
    Income (loss) before cumulative effect of accounting change    (15,599)     28,054      8,183      6,004    (21,963)
    Cumulative effect of accounting change(6)                            -           -          -          -     (1,914)
    Net income (loss)                                              (15,599)     28,054      8,183      6,004    (23,877)
    Dividends applicable to redeemable preferred stock                   -           -       (872)    (1,080)    (1,080)
    Income (loss) applicable to common shares                      (15,599)     28,054      7,311      4,924    (24,957)
    Ratio of earnings to fixed charges (7)                               -        1.63       1.37       1.31          -
    Interest coverage (8)                                             0.35        2.09       2.08       2.10       0.44
    Adjusted interest coverage (9)                                    1.15        2.19       2.09       2.10       0.44
                                                                                                          
Per Share Data:(10)                                                                                       
    Earnings (loss)  per common share (per pro forma                                                      
        share in 1993, 1992 and 1991) (11)                          ($2.54)      $4.59      $1.34      $0.98     $    -
    Weighted average pro forma common shares outstanding(11)     6,151,771   6,106,279  6,099,985  6,099,985  6,099,985
    Earnings (loss) per common share - historical                   ($2.54)      $4.59      $2.55      $2.27    ($11.51)
    Weighted average common shares outstanding - historical      6,151,771   6,106,279  2,871,091  2,168,784  2,167,633
                                                                                                          
Operating and Other Data:                                                                                 
    EBITDA (12)                                                     $7,734     $41,560    $34,249    $33,601     $9,038
    Adjusted EBITDA (13)                                            25,532      43,560     34,302     33,601      9,038
    Cash interest expense(14)                                       22,266      19,882     16,435     15,971     20,363
    Depreciation and amortization                                    5,882       4,543      5,782      5,850      5,720
    Deferred financing cost amortization                             2,085       1,781      1,840      2,179      2,179
    Capital expenditures                                             7,538       9,760      4,289      5,502      3,557
    Same store sales growth(15)                                       (3.8%)      14.1%      14.3%       8.8%       1.7%
    Building centers open at end of period                             110         130        124        125        141
    Net cash provided by (used in) operating activities             15,862       1,331    (21,269)    13,643    (11,585)
    Net cash provided by (used in) investing activities            (10,277)    (41,777)     5,323     (1,446)    (2,181)
    Net cash provided by (used in) financing activities             (7,535)     42,480     15,944    (12,197)    13,771
                                                                                                          
Balance Sheet data (at period end):                                                                       
    Working capital                                               $139,622    $163,511   $104,089    $60,706    $61,337
    Total assets                                                   302,515     319,573    248,015    222,611    215,731
    Total long-term debt, less current maturities                  205,221     211,139    167,883    166,837    179,805
    Redeemable preferred stock                                           -           -          -     15,960     14,880
    Total stockholders' equity (deficit)                            15,129      30,146      1,818    (48,957)   (53,888)

</TABLE>


Notes to  Selected Consolidated Financial Data


(1) In 1995, the Company recorded a $17.8 million charge relating to a
    plan to reduce the number of operating centers, the corresponding
    overhead to support those centers identified, strengthen its capital
    structure, and other unusual items.  In 1994, the Company recorded a
    $2.0 million charge primarily as a result of its headquarters cost
    reduction plan.

(2) Income from operations for the year ended December 28, 1991 was
    negatively affected by a write-down in 1991 of preferred shares
    acquired in the sale of land and buildings to Leeds Building Products,
    Inc. ($4.3 million) and a provision for building center closings ($7.5
    million).

(3) Interest expense includes cash interest expense, amortization of
    deferred financing costs and accretion of note discount.  (See note 14
    below)

(4) The deferred tax benefit recorded in 1994 includes a $21.0 million
    reduction of the Company's valuation allowance for deferred tax
    assets.

(5) During the year ended December 25, 1993, the Company completed its
    Recapitalization Plan.  As a result of the Recapitalization Plan, the
    early  extinguishment of debt, the retirement of supplemental
    retirement benefits and the expensing of unamortized 1988 Acquisition
    costs, the Company recorded an extraordinary gain of $1.2 million, net
    of income taxes of $0.2 million.

(6) For the year ended December 28, 1991, the Company recorded a one-time
    non-cash charge of $1.9 million relating to the cumulative effect of
    adopting Statement of Financial Accounting Standards No.  106
    "Employers Accounting for Postretirement Benefits Other  Than
    Pensions."

(7) For purposes of computing this ratio, earnings consist of income
    (loss) before income taxes, extraordinary gain and cumulative effect
    of accounting change and fixed charges.  Fixed charges consist of
    interest, amortization of deferred financing costs, and a portion of
    operating lease rental expense that is representative of the interest
    factor attributable to interest expense.  Such earnings  were
    insufficient to cover fixed charges by $26.0 million for the year
    ended December 30, 1995 and $21.2 million for the year ended December
    28, 1991.

(8) For purposes of computing this ratio, earnings consists of EBITDA (see
    note 12 below), which is divided by cash interest expense.

(9) For purposes of computing this ratio, earnings consists of Adjusted
    EBITDA (see note 13 below), which is divided by cash interest expense.

(10)All per share data reflect a 21.73-for-1 stock split declared in
    October  1993, immediately prior to the consummation  of  the
    Recapitalization Plan.

(11)For all periods prior to 1994 earnings per share is based upon the pro
    forma 6,099,985 weighted average number of common shares outstanding
    giving effect to the Recapitalization Plan.

(12)EBITDA represents income (loss) before income taxes, extraordinary
    gain, cumulative effect of accounting change, equity in loss of
    affiliated company, interest expense, depreciation and amortization.
    EBITDA is not presented herein as an alternative measure of operating
    results but rather to provide additional information related to debt
    service capability, and does not represent cash flow from operations,
    as defined by GAAP.

(13)Adjusted EBITDA represents EBITDA (see note 12 above) adjusted to
    exclude restructuring and unusual items.

(14)Cash interest expense consists of interest expense less amortization
    of deferred financing costs and accretion of subordinated note
    discount.  The following table details interest expense, cash interest
    expense, and interest paid for each of the five years ended December
    30, 1995.

<TABLE>

                                                   1995      1994      1993      1992      1991
                                                 -------   -------   -------   -------   -------
<S>                                              <C>       <C>       <C>       <C>       <C>  
    Interest expense                             $24,351   $21,663   $20,298   $20,845   $24,577
    Less:
       Amortization of deferred financing costs    2,085     1,781     1,840     2,179     2,179
      Accretion of note discount                      --        --     2,023     2,695     2,035
                                                 -------   -------   -------   -------   -------
 Cash interest expense                            22,266    19,882    16,435    15,971    20,363

       (Increase) Decrease in accrued interest       557    (1,105)    8,863    (1,339)   (1,486)
                                                 -------   -------   -------   -------   -------

    Interest paid                                $22,823   $18,777   $25,298   $14,632   $18,877
                                                 =======   =======   =======   =======   =======

</TABLE>

(15)For  1995,  same  store data reflects average sales from  101  building
    centers  and  other facilities currently operated by the  Company  that
    were  operated  throughout 1995 and 1994. The  sixteen  lumber  centers
    closed  on  December 29, 1995 were excluded from the  1995  same  store
    figures,  and  two centers that were consolidated with  another  Wickes
    center,  in  early 1995, were included in 1995 same store results.  For
    1994  same  store  data reflects average sales from  the  122  building
    centers  and  other  facilities  that  were  operated  by  the  Company
    throughout  1994  and  1993.  Prior years data  reflects  124  building
    centers  and  other  facilities operated  throughout  the  period  1991
    through 1993.



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


General

    The  following  table  sets  forth,  for  the  periods  indicated,  the
percentage  relationship to net sales of certain expense and income  items.
The  table and subsequent discussion should be read in conjunction with the
financial statements and notes thereto appearing elsewhere herein.

<TABLE>

                                                 Year Ended
                                                 ----------

                                       Dec. 30,  Dec. 31,  Dec. 25,
                                         1995      1994      1993
                                        ------    ------    ------

<S>                                    <C>        <C>       <C>
  Net sales                             100.0%    100.0%    100.0%
  Gross profit                           22.7      23.7      24.4
  Selling, general and
     administrative expense              20.0      19.7      20.7
  Depreciation, goodwill and
     trademark amortization                .6        .4        .7
  Provision for doubtful accounts          .7        .3        .2
  Restructuring and
     Unusual Items                        1.8        .2         -
  Other operating income                  (.6)      (.7)      (.6)
  Income from operations                   .2       3.8       3.4

</TABLE>

    The  Company's  operations, as well as those of the  building  material
industry generally, have reflected substantial fluctuations from period  to
period   as   a  consequence  of  various  factors,  including  levels   of
construction  activity,  general regional and  local  economic  conditions,
prices  of commodity wood products, interest rates and the availability  of
credit, all of which are cyclical in nature.  The Company anticipates  that
fluctuations from period to period will continue in the future.  Because  a
substantial percentage of the Company's sales are attributable to  building
professionals, certain of these factors may have a more significant  impact
on  the  Company  than on companies more heavily focused on consumers.  The
Company's  first quarter and, frequently, its fourth quarter are  adversely
affected by weather patterns in the Midwest and Northeast, which result  in
seasonal decreases in levels of construction activity in these areas.   The
extent  of  such  decreases in activity is a function of  the  severity  of
winter  conditions. While the Company experienced a relatively  mild  first
quarter  in  1995, severe ice storms in the Northeast in 1994,  and  record
setting snow falls throughout the Midwest and Northeast in January of 1996,
have adversely affected construction activity in the first quarter of these
years.

   The following table contains selected unaudited quarterly financial data
for  the years ended December 30, 1995, December 31, 1994 and December  25,
1993.

<TABLE>

                         QUARTERLY FINANCIAL DATA
                                     
                            Three Months Ended
           (in millions, except per share data and percentages)

                           Net Sales as a                         Net Earnings
                             % of Annual   Gross       Net Income  per Common
                Net Sales      Net Sales    Profit      /(Loss)      Share*
                ---------      ---------   -------     ----------  ----------
<S>               <C>           <C>          <C>         <C>        <C>            
1995
   April 1        $191.7         19.7%       $45.6       $(4.6)      $(.75)
   July 1          272.8         28.0         63.9         2.5         .40
   September 30    284.5         29.3         62.9         1.9         .31
   December 30     223.6         23.0         48.4       (15.4)      (2.50)

1994
   March 26        149.6         15.1         37.2        (8.7)      (1.43)
   June 25         259.3         26.3         62.0         7.4        1.21
   September 24    284.2         28.8         67.1        10.7        1.75
   December 31     293.8         29.8         67.5        18.7        3.06

1993
   March 27        142.9         16.9         35.7        (6.8)      (1.11)
   June 26         227.9         26.9         55.9         3.6         .59
   September 25    251.1         29.7         59.2         6.2        1.01
   December 25     224.9         26.5         55.8         5.2         .85

</TABLE>

* Pro forma common shares in 1993.


    The Company has historically generated approximately 15% to 20% of  its
annual revenues during the first quarter of each year, and the Company  has
historically recorded a significant net loss for this quarter.  As a result
of  these seasonal factors, the Company's inventories and receivables reach
peak  levels  during the second and third quarters and are generally  lower
during  the first and fourth quarters, depending on sales volume and lumber
prices.   Net  income/(loss) in the fourth quarter of 1995  was  negatively
impacted  by  a  $17.8 million charge for restructuring and unusual  items.
For  additional information on the restructuring and unusual  items  charge
see  "1995  Compared  with  1994" and Note  12  of  Notes  to  Consolidated
Financial Statements included elsewhere herein.


1995 Compared with 1994


   Net Sales

    Net  sales for 1995 decreased $14.3 million, or 1.4%, to $972.6 million
from  $986.9 million in 1994.  The 1994 fiscal year consisted of  53  weeks
compared  with 52 weeks in 1995.  After adjusting for this additional  week
of  sales in 1994, the Company experienced only a $.3 million sales decline
from  1994.   Sales  for  all  facilities operated  throughout  both  years
decreased  3.8%.   After  adjusting for the additional  week  in  1994  the
decrease was 2.1%.

    In 1995 deflation in lumber prices amounted to approximately 18%.  This
decrease  was a result of increased production in Canadian mills, generated
by  demand for wood pulp, and a decrease in demand for construction  lumber
in  both the United States and foreign markets.  The Company estimates  the
decline in wood prices accounted for $45 million in lost sales for 1995, or
approximately  a 4.6% decline.  A decline in housing starts in  the  United
States  also  adversely affected sales.  U.S. Bureau  of  the  Census  data
indicates a nation-wide decline of approximately 7.5% and declines  in  the
Company's  primary  markets,  the Midwest and Northeast,  of  approximately
12.1%  and 15.1%, respectively.  Nationally, single family housing  starts,
which   generate   the  majority  of  the  Company's  sales   to   building
professionals,  experienced a larger decline of 10.8% in  1995,  from  1.20
million  starts in 1994 to 1.07 million starts in 1995.  While the  Company
added  seven new building centers through acquisition and expansion  during
1995, it also closed or consolidated 26 other building centers (sixteen  of
these occurred on December 29, 1995).

   The Company experienced a 6.2% increase in sales to its primary customer
segment,  the professional home builder, and a 45.8% increase in  sales  to
commercial  builders.  The Company believes that these  increases  indicate
that  the  Company  increased its share of the  market  in  these  targeted
customer segments.


   Gross Profit

    Gross  profit  decreased $13.0 million to 22.7% of net sales  for  1995
compared  with  23.7%  of net sales for 1994.  The Company  estimates  that
deflation  in  lumber  prices caused approximately  $7.6  million  of  this
decrease,   and   the  additional  week  of  sales  in   1994   contributed
approximately $3.3 million of additional gross profit in 1994.

    The Company's continued emphasis on sales to professional builders  and
the   resulting  increased  sales  of  lower  margin  wood  products   also
contributed  to  the  change.  The Company anticipates that  its  continued
focus  on the professional builder will create additional pressure on gross
profit  margins.   The  Company  believes that  approximately  50%  of  the
decrease  in gross profit percentage is the result of the shift in customer
mix  from 22% consumer and 78% professional in 1994 to 18% consumer and 82%
professional in 1995.  An increase in the percent of sales attributable  to
commodity lumber and building materials along with customer pricing issues,
accounted for the remainder of the variance.


   Selling, General, and Administrative Expense

   In 1995, Selling, General, and Administrative expense ("SG&A") increased
as  a  percent  of net sales to 20.0% compared with 19.7% of net  sales  in
1994.   While  new  residential construction activity slowed  during  1995,
expenses were not adjusted quickly enough to match the rate of the  decline
in  residential construction.  The deflation in lumber prices also affected
SG&A  as a percent of sales as certain costs tend to increase from year  to
year,  such  as delivery, rent and utilities, and are relatively unaffected
by lumber deflation.  In response to the weak sales environment encountered
in  1995,  the  Company took significant measures in the third  and  fourth
quarters  of  1995 to reduce SG&A expense.  As a result of these  measures,
SG&A  expense as a percentage of sales increased only 1.6 percentage points
to  20.5%  in  the fourth quarter of 1995 compared to 18.9% in  the  fourth
quarter of 1994, despite a 23.9% period-to-period sales decline, and fourth
quarter SG&A expense increased only 2.3 percentage points compared  to  the
third quarter of 1995, despite a 21.4% period-to-period sales decline.

    The Company's largest single expense, labor costs, remained constant as
a percent of sales from 1994 to 1995.  The Company did experience increases
from  1994  to  1995,  as a percent of sales, communications,rental, and 
delivery expense.  The Company also experienced a decrease, as a percent of 
sales, in marketing and advertising costs.  In the second half of  1995, 
there were significant reductions made in the work force to keep salary and 
wage costs in line with actual sales volume.

    As  discussed below, in December 1995 the Company developed  and  began
implementing a restructuring plan.  In addition to the reductions  in  SG&A
directly  related  to  building  center  closings,  other  cost  reductions
include,  among other things, a reduction in vehicles and other  equipment,
in   addition  to  those  disposed  of  through  the  center  closing   and
consolidation process, and various alternatives to reduce costs  associated
with  the  physical space occupied by its corporate headquarters in  Vernon
Hills, Illinois.


   Depreciation, Goodwill and Trademark Amortization

    Depreciation, goodwill and trademark amortization costs increased  $1.3
million   in  1995  compared  with  1994.   Depreciation  of  vehicles  and
equipment,  and amortization of goodwill for acquisitions purchased  during
the  second  half of 1994 and first half of 1995 account  for  all  of  the
increase.


   Provision for Doubtful Accounts

    The  Company extends credit, generally due on the 10th day of the month
following  the sale, to qualified and approved contractors.  In  1995,  the
Company's provision for doubtful accounts increased as a percentage of  net
sales  to  0.7%  compared with 0.3% in 1994.  While 0.7% of  net  sales  is
comparable  to  industry averages the Company has  taken  steps  to  reduce
future  bad  debt expense.  Approximately $3.1 million of the $4.0  million
increase  is attributable to the Gerrity acquisition centers.   During  the
integration  of the Gerrity center's these centers experienced  significant
credit  losses  as  they converted to the Company's more controlled  credit
policies.   The  Company  believes that the impact of  this  conversion  is
nearly  complete,  evidenced by the provision for doubtful  accounts  being
only 0.4% of net sales in the fourth quarter of 1995 compared with 0.4%  in
the fourth quarter of 1994.


   Restructuring and Unusual Items

    During  the fourth quarter of 1995 the Company committed to a  plan  to
reduce  the  number of under-performing building centers, the corresponding
overhead  to support these building centers, and to strengthen its  capital
structure.   The purpose of the plan is to achieve a more focused  customer
and  marketing strategy, to reduce costs, and to dispose of certain  under-
performing assets.  Management anticipates the completion of this  plan  in
1996.

    The costs for closing these building centers were based on management's
estimates  of costs to exit these markets and actual historical experience.
The  Company  recorded a $17.8 million charge relating  to  this  strategic
restructuring  plan and other unusual items. The major components  of  this
charge  include  the  write-down of assets to their net  realizable  value,
liabilities  associated  with  closed  building  centers  held  for   sale,
postemployment benefits to qualified affected employees as a result of  the
center  closings,  and  other charges related to the renegotiation  of  the
terms  of  the  Company's bank revolving credit agreement  and  a  proposed
merger  between Riverside Group, Inc. and the Company.  The merger proposal
was  abandoned  in favor of an agreement to sell 2 million  shares  of  the
Company's  Common Stock to Riverside Group, Inc. for $10 million  in  cash.
See "Item 1.  Business - Business Strategy - 1995 Restructuring Plan."


   Other Operating Income

    Other  operating  income decreased to $5.8 million in  1995  from  $6.8
million in 1994. The primary reason for this decline were two unusual gains
recorded  in  1994,  a $1.2 million gain on the sale of its  private  label
credit  card  portfolio  and  a $0.7 million gain  as  the  result  of  the
difference between insured replacement cost and book value as the result of
storm  related  damage to one of the Company's building  centers.   Service
charges  for  overdue  credit accounts increased to $3.0  million  in  1995
compared  with  $2.5  million  in 1994.  The Company  also  experienced  an
increase  in rental income, interest earned, and miscellaneous revenues  of
$0.5 in 1995 compared with 1994.


   Interest Expense

    Interest expense increased to $24.4 million in 1995 from $21.7  million
in  1994.   This  increase  was  the  result  of  an  increase  in  average
outstanding debt, due primarily to acquisitions made in 1995 and late 1994,
and  to a lesser degree, an increase in the effective interest rate on  the
Company's  total debt, up an average of 7 basis points when  compared  with
1994.


   Equity in Loss of Affiliated Company

   The consolidated financial statements of the Company present the results
of  operations, financial position, and cash flows of Wickes Lumber Company
and  all  its wholly-owned and majority-owned subsidiaries, except for  the
Company's  subsidiary engaged in operations in Russia,  the  investment  in
which  is recorded under the equity method because control is likely to  be
temporary  and  to  be  lost in the near term,  as a  result  of  financing
agreements  entered  into  in February 1996.   See  "Item  1.   Business  -
International  Operations"  and Notes 2 and 16  of  Notes  to  Consolidated
Financial Statements included elsewhere herein.  During 1995, the Company's
equity  in  the losses of these operations was $3.5 million.  During  1994,
the results of these operations were consolidated with those of the Company
and contributed a loss of approximately $0.4 million (pre-tax).


   Provision for Income Taxes

   In 1995, the Company recorded current income tax expense of $1.4 million
compared with $1.7 million in 1994.  The 1995 income tax provision consists
of  state  and  local  tax  liabilities.  The  1994  income  tax  provision
consisted of $1.4 million for state and local liabilities and $0.3  million
for the alternative minimum federal income tax liability.

   A deferred tax benefit of $11.8 million was also recorded in 1995.  This
benefit  is  primarily due to the recording of a deferred tax  asset  as  a
result  of  the operating loss experienced during 1995, in accordance  with
FAS  109.  It is management's determination that future profitability  will
allow  realization  of these and previously recorded deferred  tax  assets.
This  determination is based on the Company's positive earnings growth from
1992  through  1994, significant cost reduction efforts during  the  second
half of 1995, including the restructuring activity, and the Company's multi-
year  financial  forecast.  See Note 11 of Notes to Consolidated  Financial
Statements included elsewhere herein.


   Net Income

    Net  income decreased to a loss of $15.6 million in 1995 compared  with
$28.1  million in income for 1994, a change of $43.7 million.  The  primary
components of the decrease include an increase in restructuring and unusual
items  of  $15.8  million,  a decrease in gross  profit  dollars  of  $13.0
million,  an  increase  in SG&A of $4.1 million, increased  losses  of  the
Company's  Russian operations of $3.1 million, and an increase in  interest
expense of $2.7 million.  The Company also recorded a lower tax benefit  in
1995  compared with 1994, increased depreciation and amortization  expense,
and  in the fourth quarter of 1994, the company recorded a $1.2 million one
time gain on the sale of its private label credit card portfolio.


1994 Compared with 1993

   
   Net Sales

    Net  sales for 1994 increased $140.1 million to $986.9 million, a 16.5%
increase  from $846.8 million for 1993.  The 1994 fiscal year consisted  of
53 weeks compared with 52 weeks for 1993, which accounted for approximately
$14.0  million of the additional sales. Also the ten building  centers  and
three component manufacturing facilities acquired in 1994 contributed $23.7
million  to  1994 net sales.  Sales for all facilities operated  throughout
both  years  increased 14.1%.  After adjusting for the additional  week  in
1994  the  increase is 12.4%.  Increased prices for wood products accounted
for  approximately one third of the 12.4% same store sales increase.   Wood
product  prices,  while  higher on average when compared  with  1993,  were
substantially  less  volatile than the previous year.   Nationwide,  single
family  housing starts were up 6.2% for 1994, compared with  1993.   Severe
weather  conditions  in the Northeast and Midwest held sales  increases  to
modest levels in the first quarter of 1994.  In the fourth quarter, though,
favorable weather helped to keep sales activity strong through the  end  of
the year.

   
   Gross Profit

    Gross  profit  decreased to 23.7% of net sales for 1994  compared  with
24.4% of net sales for 1993.  The Company's continued emphasis on sales  to
professional  builders and the resulting increased sales  of  lower  margin
wood  products  are the main reasons for the change.  The Company  believes
that  approximately 66% of the decrease in gross profit percentage  is  the
result  of the shift in customer mix from 26% consumer and 74% professional
in  1993 to 22% consumer and 78% professional in 1994.  Wood product prices
were much less volatile in 1994 compared with 1993 and the Company was able
to  mitigate  the  impact  of price fluctuations  through  its  centralized
purchasing function.

   
   Selling, General, and Administrative Expense

    SG&A  expense declined to 19.7% of net sales in 1994 from 20.7% of  net
sales  in 1993.  The largest contributor to this decrease was the Company's
improvement  in  labor  productivity.  Total salaries,  wages  and  bonuses
declined  .5%  of net sales in 1994 compared with 1993.  During  the  third
quarter  of  1994,  the  Company  announced  that  it  was  implementing  a
headquarters  cost reduction plan that would reduce administrative  expense
by  $3 million to $5 million annually and could include the elimination  of
up to 100 positions.  During 1994, approximately 100 headquarters positions
were eliminated with a resulting decrease in annualized payroll expense  of
$2.4  million.  Severance and other termination costs of approximately $2.0
million related to this plan were expensed in 1994.  See "Restructuring and
Unusual  Items."  Marketing expenses also declined by .4% of net  sales  in
1994  compared  with 1993, as the Company continued to focus its  marketing
efforts  on  its  key customer segment, the professional builder.   Smaller
increases,  as a percent of net sales, in rent expense for new  information
systems  and  vehicles as well as travel expenses were  offset  by  reduced
building  and vehicle maintenance, telephone, office supplies and utilities
expenses.

   
   Depreciation, Goodwill and Trademark Amortization

    Depreciation, goodwill and trademark amortization costs decreased  $1.2
million   in  1994  compared  with  1993.  Amortization  of  the  Company's
trademark accounted for all of the $1.2 million decrease.  This  was  as  a
result  of the change in the trademark's amortization life from  10  to  40
years   which   took   place   upon  the  Company's   completion   of   its
Recapitalization  Plan  in  October 1993.   Depreciation  expense  in  1994
remained  relatively  unchanged from 1993.  The  amortization  of  goodwill
attributable  to  acquisitions completed in 1994 did not  have  a  material
impact on earnings.


   Provision for Doubtful Accounts

    The  Company extends credit, generally due on the 10th day of the month
following  the sale, to qualified and approved contractors.  In  1994,  the
Company's  provision for doubtful accounts increased as a  percent  of  net
sales  to  0.3%  compared  with 0.2% in 1993.   This  slight  increase  was
primarily due to the better than average results achieved in 1993.

   
   Restructuring and Unusual Items

    In 1994, the Company recorded a charge against earnings of $2.0 million
primarily  as  a  result  of  its headquarters cost  reduction  plan.   See
"Selling,  General  and  Administrative Expense."   In  1993,  the  Company
reported $53,000.

   
   Other Operating Income

    Other  operating  income increased to $6.8 million in  1994  from  $4.6
million in 1993. In the fourth quarter of 1994, the company recorded a $1.2
million  gain  on the sale of its private label credit card portfolio.   As
the result of storm related damage in the first quarter of 1994, a gain  of
$0.7  million  was  recorded.  This gain was the result of  the  difference
between  the  replacement cost, in accordance with our insurance  coverage,
and  the book value of the damaged facilities.  Service charges for overdue
credit  accounts  increased  to $2.5 million in  1994  compared  with  $2.1
million  in 1993.  In 1993, sixteen closed facilities were sold,  resulting
in  a  gain of $0.8 million.  In 1994, two closed facilities were sold with
no  significant gain or loss.  In 1993, the Company also accrued additional
costs of $0.6 million as reserves against costs for closed facilities.

   
   Interest Expense

    Interest expense increased to $21.7 million in 1994 from $20.3  million
in 1993.  This increase was the result of an increase in effective interest
rates  on  the  Company's long-term debt, up an average of 70 basis  points
when  compared with 1993, and increased average outstanding debt, primarily
due to acquisitions.

   
   Provision for Income Taxes

   In 1994, the Company recorded current income tax expense of $1.7 million
compared with $1.2 million in 1993.  The 1994 income tax provision consists
of $1.4 million for state and local tax liabilities and $.3 million for the
alternative minimum federal income tax liability.

    A  deferred tax benefit of $14.4 million was recorded in 1994.  In  the
fourth quarter, the Company reversed a $21.0 valuation allowance previously
recorded  against  deferred tax assets.  The basis  for  this  reversal  is
management's'  determination that the future profitability of  the  Company
will  allow realization of the deferred tax assets.  Based on the  improved
earnings  history from 1992 through 1994, and projected earnings for  1995,
it was expected that the Company's likelihood of realizing the benefit from
some  or  all  of its tax assets was more likely than not, or greater  than
50%.   In  accordance  with FAS 109 the valuation allowance  was  decreased
resulting  in  a  deferred  tax  asset  being  recorded  on  the  financial
statements of the Company'.  Management recognizes that economic conditions
have  an impact on the building industry, however they do not believe  that
such  uncertainties  will  impact  the Company's  ability  to  realize  the
benefit.  As a result of recognizing the deferred tax benefit in 1994,  the
Company  anticipates  their provision for taxes in  subsequent  years  will
reflect a normal statutory rate.

   
   Net Income

   Net income increased to $28.1 million in 1994 compared with $8.2 million
in  1993.  A deferred tax benefit of $14.4 million was recorded in 1994  as
discussed  above.   Other major contributors to the 1994  increase  in  net
income  included  the  Company's increased level of  sales,  together  with
reduced   SG&A  expense  as  a  percentage  of  sales,  reduced   trademark
amortization  and  increased other operating income,  partially  offset  by
decreased gross profit as a percentage of sales, restructuring and  unusual
charges,  and increased interest expense.  In 1993 the Company  recorded  a
one   time  extraordinary  gain  of  $1.2  million  as  a  result  of   its
Recapitalization Plan.



Statements of Financial Accounting Standards

     The  Company  adopted  SFAS  No.  112-Employers  Accounting  for  Post
Employment Benefits in 1993.  SFAS No. 112 requires the Company  to  accrue
in  its financial statements the cost of postemployment benefits offered to
employees.   Prior to the adoption of SFAS No. 112 these costs  were  being
expensed  as  paid.  The adoption of SFAS No. 112 did not have  a  material
impact on the Company's financial statements.

   
   Recently Issued Accounting Pronouncements

   Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment  of Long-Lived Assets and for Long-Lived Assets to  be  Disposed
Of,"  requires that long-lived assets and certain identifiable  intangibles
to be held and used by an entity be reviewed for impairment whenever events
or  changes in circumstances indicate that the carrying amount of an  asset
may  not be recoverable.  Impairment is evaluated by comparing future  cash
flows  (undiscounted and without interest charges) expected to result  from
the  use or sale of the asset and its eventual disposition, to the carrying
amount  of the asset.  This new accounting principle is effective  for  the
Company's fiscal year ending December 28, 1996.  The Company believes  that
adoption will not have a material impact on its financial position.

    Statement  of  Financial Accounting Standards No. 123, "Accounting  for
Stock-Based  Compensation," encourages, but does not require, companies  to
recognize  compensation  expense for grants of stock,  stock  options,  and
other  equity  instruments to employees based on new fair value  accounting
rules.   Although expense recognition for employee stock based compensation
is  not mandatory, the pronouncement requires companies that choose not  to
adopt  the new fair value accounting, to disclose the pro-forma net  income
and  earning per share under the new method.  This new accounting principle
is  effective for the Company's fiscal year ending December 28, 1996.   The
Company  believes  that  adoption will not have a material  impact  on  its
financial  position  as  the Company will not  adopt  the  fair  new  value
accounting, but instead comply with the disclosure requirements.



Liquidity and Capital Resources

    The  Company's principal sources of working capital and  liquidity  are
earnings and borrowings under its revolving credit facility.  The Company's
primary  need  for capital resources is to finance inventory  and  accounts
receivable.

    In  1995, net cash provided by operating activities amounted  to  $15.9
million.    This  compares  favorably  with  cash  provided  by   operating
activities of $1.3 million in 1994 and cash used by operating activities of
$21.3  million in 1993.  This increase is primarily the result of decreases
in  accounts receivable and inventory.  These funds were used primarily for
acquisitions, purchases of property plant and equipment, and to reduce  the
Company's  long-term borrowings.  Accounts receivable at the  end  of  1995
were  $15.8  million,  or  16.2%, lower than at  the  end  of  1994.   This
reduction  is  due  to improved collection practices at centers  that  were
acquired  during 1994 and lower sales volumes during the fourth quarter  of
1995,  when  compared with the fourth quarter of 1994.  When  adjusted  for
acquisitions, comparable accounts receivable were down 20% at  the  end  of
1995  when  compared with 1994.  Inventory at the end  of  1995  was  $13.4
million, or 10.8%, lower than at year-end 1994.  The Company believes  that
approximately  $3.3 million of this decrease resulted from  an  approximate
18%  decrease in commodity lumber prices during 1994.  The Company believes
this  decrease is favorable given the relatively flat sales volume  between
the two years.  The Company's inventory balance has been trending down as a
result of improved inventory control processes and the recent deflation  in
commodity lumber prices.

    The  amount of the Company's accounts payable on any balance sheet date
may vary from the average accounts payable throughout the period due to the
timing of payments.

    During  1995,  the  Company had adequate borrowing capacity  under  its
revolving   credit  facility.   The  Company's  receivables  and  inventory
typically  increase in the second and third quarters of  the  year  due  to
higher sales in the peak building season.  In the first and second quarters
of  each  year, the Company typically reaches its peak utilization  of  its
revolving credit facility because of the inventory build-up needed for  the
peak  building season.  As the result of the decline in operating  and  net
income  in  1995, the Company was at September 30, 1995 not  in  compliance
with  the  interest coverage requirement then contained  in  the  Company's
revolving  credit agreement.  This agreement was amended  on  November  10,
1995  and  amended and restated in its entirety on March  12,  1996.  Among
other  things, the amendment and restatement (i) extended the term  of  the
facility  15  months  to January 1998, (ii) reduced the  maximum  borrowing
limit  $15  million  to  $130  million, (iii) modified  certain  covenants,
including  changes  necessary to accommodate the Company's  fourth  quarter
1995  restructuring  charge,  (iv)  required  the  temporary  addition   of
approximately  $12 million of real estate collateral and (v)  required  the
completion  by July 31, 1996 of the receipt from Riverside Group,  Inc.  of
$10  million  in exchange for newly-issued shares of Common  Stock  of  the
Company.  The reduction in the maximum borrowing limit was requested by the
Company  based  on  its  anticipated needs and  to  reduce  interest  costs
incurred  on  the  unused  portion  of the  credit  facility.  For  further
information  see  "Notes  7  and  9  of  Notes  to  Consolidated  Financial
Statements included elsewhere herein.

    Availability  under the revolving credit facility is  limited,  in  the
aggregate,  to  the lesser of $130 million and a "borrowing  base  amount,"
which is the sum of (i) between 80% and 85% of eligible accounts receivable
plus (ii) between 50% and 60% of eligible inventory. At March 2, 1996,  the
Company   had   outstanding  borrowings  of  $100.5  million   and   unused
availability of $2.7 million under its revolving credit facility.   As  the
result  of  the reduction in maximum borrowing limit discussed  above,  the
Company is currently fully-utilizing its revolving credit facility and does
not  anticipate significant unused borrowing capacity under  this  facility
until  June 1996.  Accordingly, funds for acquisitions or other significant
unbudgeted  capital expenditures may not be available for  the  foreseeable
future,  and in the event of a substantial escalation in lumber  prices  or
substantial  increase in sales the Company's ability to purchase  inventory
without  further  amendment  of this facility could  be  constrained.   The
Company  anticipates, however, that funds provided by operations and  under
this facility will be adequate for the Company's needs.

    The  revolving credit facility and the trust indenture related  to  the
Company's  11-5/8% Senior Subordinated Notes contain certain covenants  and
restrictions.  Among other things, the revolving credit facility  prohibits
non-stock  dividends, certain investments and other "restricted   payments"
by   the  Company.   The  trust  indenture  generally  restricts  non-stock
dividends  and  other  restricted  payments  by  the  Company  to  50%   of
"cumulative  consolidated  net income," or if cumulative  consolidated  net
income  shall  be  a loss, minus 100% of such loss, of the  Company  earned
subsequent  to October 22, 1993, plus the proceeds of the sale  of  certain
equity securities after such date.

   The Company's capital expenditures consist primarily of the construction
of  storage  facilities, the remodeling of building centers  and  component
manufacturing  facilities,  and the purchase of  equipment  and  management
information  systems.  The Company spent $4.1 million on capital  purchases
and  improvements  in 1995.  The Company expects to spend approximately  $4
million  on capital expenditures in 1996.  These expenditures are  expected
to  be funded by the Company's borrowings and its internally generated cash
flow.   At December 30, 1995, there were no material commitments for future
capital expenditures.

     Subject  to  the  availability  of  adequate  borrowing  capacity  and
liquidity,  the  Company  may  also seek to  acquire  additional  local  or
regional   building  centers  or  component  manufacturing  facilities   to
complement   its   current  operations.   The  Company  completed   several
acquisitions  during  1995.  In April, the Company acquired  the  operating
assets  of  Owsley  Lumber  Company,  a  combination  building  center  and
component manufacturing facility located in Pensacola, Florida.  In June of
1995,  the  Company acquired the operating assets of Lappo Lumber  Company,
Inc., a building center in South Haven, Michigan and a combination building
center  and  component manufacturing facility in Fruitport,  Michigan,  the
assets  of Caro Building Center, a single building center located in  Caro,
Michigan,  and  the facilities of Newtown Lumber, a single building  center
located in Newtown, Connecticut.  See "Item 1. Business - Acquisitions" and
Note  3  of  Notes to Consolidated Financial Statements included  elsewhere
herein.   In  the  aggregate, these acquisitions were  completed  for  fair
market  value  of  the assets acquired and liabilities  assumed,  and  were
funded   under  the  Company's  revolving  line  of  credit.   The  Company
anticipates  that  funds for future acquisitions would be  subject  to  the
consent  of  its  bank lenders and to the increase or modification  of  the
Company's revolving credit facility.

    On  January  11, 1996, the Company entered into a definitive  agreement
with  Riverside Group, Inc. ("Riverside") that provides for the acquisition
by Riverside of 2 million newly-issued shares of the Company's common stock
for $10 million in cash.  The transaction is expected to be completed prior
to  July  31,  1996.  Should the sale to Riverside not occur,  the  Company
could  be required to obtain a waiver of the requirement contained  in  its
revolving credit facility that this transaction be completed by such  date.
See  "Item  1. Business - Private Placement to Riverside Group,  Inc."  and
Note  9  to  Notes to Consolidated Financial Statements included  elsewhere
herein.


Net Operating Loss Carryforwards

    At  December  30,  1995, the Company and its subsidiaries  had  federal
income tax net operating loss carryforwards ("NOLs") of approximately $25.3
million.  The NOLs will expire in the years 2004 to 2010, if not previously
utilized.  As a result of the Recapitalization Plan, the Company's  ability
to  use  certain  of  the  NOLs carried forward  will  be  subject  to  the
limitations  of Section 382 of the Internal Revenue Code. See  Note  11  to
Notes to Consolidated Financial Statements included elsewhere herein.




Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    Financial  statements of the Company are set forth herein beginning  on
page F-1.


                            PART IV

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

(a)     List of Documents Filed as a Part of this Report:

<TABLE>

<S>                                                                       <S>
(1)      Financial  Statements:                                           Page No.
                                                                          --------

Report of Independent Accountants                                            F-1
Consolidated balance sheets as of December 30, 1995
 and December 31, 1994                                                       F-2
Consolidated statements of operations for the years ended December 30,
 1995, December 31, 1994 and December 25, 1993                               F-3
Consolidated statements of changes in stockholders' equity (deficit) for the
 years ended December 30, 1995, December 31, 1994 and December 25,
 1993                                                                        F-4
Consolidated statements of cash flows for the years ended December 30,
 1995, December 31, 1994 and December 25, 1993                               F-5
Notes to consolidated financial statements                                   F-6


(2)   Financial Statement Schedules:

     Schedule  Description
     ---------------------
     
     II.       Valuation and Qualifying Accounts                             S-1


(b) Reports on Form 8-K

  The  Company  filed  a  Current Report on Form 8-K  dated  January  11,  1996,
  reporting  a  definitive agreement that provides for  the  sale  of  Riverside
  Group,  Inc.  of  2  million newly-issued shares of  the  registrant's  common
  stock.


(c) Exhibits
                                                                      

                                                                      
                                                                      Sequential
Exhibit                                                                    Page
Number    Description                                                      No.
------    -----------                                                      ---

3.1(a)    Amended and Restated Certificate of Incorporation of the         *
          Registrant (incorporated by reference to Exhibit 3.1 to the
          Registrant's Registration Statement on Form S-1 (the "Form
          S-1"), Commission File No. 2-67334).

  (b)     First Amendment to Second Amended and Restated Certificate       *
          of Incorporation (incorporated by reference to Exhibit 3.01 to
          the Registrant's Quarterly Report on Form 10-Q (The "June 1994
          Form 10-Q") for the period ended June 25, 1994).

3.2       By-laws of the Registrant, as amended and restated               *
          (incorporated by reference to Exhibit 3.2 to the Registrant's
          Annual Report on Form 10-K (the "1993 Form 10-K") for the
          year ended December 25, 1993).

4.1       Credit Agreement dated March 12, 1996, among the                70
          Registrant, as borrower, each of the financial institutions
          signatory thereto (the "Lenders"), BT Commercial Corporation,
          as Agent for the Lenders, and Bankers Trust Company, as
          issuing Bank.

4.2       Indenture dated as of October 15, 1993 between the Registrant    *
          and Marine Midland Bank, N.A. (incorporated by reference to
          Exhibit 4.2 to the 1993 Form 10-K).

10.1      Trademark Agreement, dated April 29, 1988, between Wickes        *
          Companies, Inc. and the Registrant  (incorporated by
          reference to Exhibit 10.2 to the Form S-1).

10.2      Stock Purchase Agreement, dated as of July 23, 1993,             *
          among FynSyn Capital Corp., W. Lumber Investment
          Partnership, Riverside Group, Inc. and American Financial
          Acquisition Corporation (incorporated by reference to
          Exhibit 10.11 to the Form S-1).

10.3      Agreement, dated July 21, 1993, between Collins & Aikman         *
          Group, Inc. and the Registrant (incorporated by reference to
          Exhibit 10.12 to the Form S-1).

 
*Incorporated by reference



10.4      Form of Employee Warrant to purchase Common Stock of the         *
          Registrant (incorporated by reference to Exhibit 10.16 to the
          Form S-1).

10.5      Settlement Agreement, dated as of August 11, 1993, among         *
          FynSyn Capital Corp., W. Lumber Investment Partnership,
          Riverside Group, Inc. and Arthur M. Goldberg (incorporated
          by reference to Exhibit 10.17 to the Form S-1).

10.6      Equity Recapitalization Agreement, dated September 20, 1993,     *
          among the Registrant, American Founders Life Insurance
          Company, American Financial Acquisition Corporation, Bankers
          Trust (Delaware), Riverside Group, Inc., W. Lumber Investment
          Partnership and Arthur M. Goldberg (as voting trustee)
          (incorporated by reference to Exhibit 10.18 to the Form S-1).

10.7      Agreement, dated as of September 20, 1993, among the             *
          Registrant,  Riverside Group, Inc., Bankers Trust (Delaware)
          and American Financial Acquisition Corporation (incorporated
          by reference to Exhibit 10.19 to the Form S-1).

10.8(a)   Amended and Restated 1993 Long-Term Incentive Plan of the        *
          Registrant (incorporated by reference to Exhibit 10.8 to the
          1994 Form 10-K).

    (b)   Form of Option Agreement (incorporated by reference to           *
          Exhibit 10.22 to the Form S-1).

    (c)   Form of Option Agreement (incorporated by reference to           *
          Exhibit 10.8 to the 1994 Form 10-K).

    (d)   Form of Long-Term Stock Option Agreement (incorporated           *
          by reference to Exhibit 10.8 to the 1994 Form 10-K).

    (e)   Form of Long-Term Performance Bonus Agreement                    *
          (incorporated by reference to Exhibit 10.8 to the 1994
          Form 10-K).

10.9(a)   Amended and Restated 1993 Director Incentive Plan of             *
          Registrant (incorporated by reference to Exhibit 10.03
          to the Registrant's Quarterly Report on Form 10-Q the
          ("March 1994 Form 10-Q") for the period ended
          March 26, 1994).

    (b)   Form of Option Agreement (incorporated by reference
          to Exhibit 10.24 to the Form S-1).


*Incorporated by reference



10.11     Employment Agreement between Douglas J. Woods                    *
          and the Registrant (incorporated by reference to
          Exhibit 10.01 to the March 1994 Form 10-Q).

10.12     Employment Agreement between George A. Bajalia and               *
          the Registrant (incorporated by reference to Exhibit 10.02
          to the March 1994 Form 10-Q).

10.13(a)  Agreement of Sale dated as of August 18, 1994 by and             *
          between the Registrant and Gerrity Company, Inc.
          (incorporated by reference to Exhibit 2.01(a) to the Registrant's
          Current Report on Form 8-K dated October 21, 1994).

      (b) First Amendment dated as of October 7, 1994 (incorporated        *
          by reference to Exhibit 2.01(b) to the Registrant's Current
          Report on Form 8-K dated October 21, 1994).

10.14     Marketing Agreement dated as of September 7, 1994 between        *
          the Registrant and Wickes Financial Services Center, Inc.
          (incorporated by reference to Exhibit 10.14 to the 1994
          Form 10-K).

10.15     Stock Purchase Agreement dated as of January 11, 1996            *
          between Riverside Group, Inc. and the Registrant (incorporated
          by reference to Exhibit 99.1 to the Registrants Current
          Report on Form 8-K dated January 11, 1996).

11.1      Statement regarding Computation of Per Share Earnings.           213

21.1      List of Subsidiaries of the Registrant.                          214

23.1      Consent of Coopers & Lybrand L.L.P.                              215

27.1      Financial data schedule (SEC use only)

</TABLE>

*Incorporated by reference.




  There have been omitted certain instruments with respect to long-term debt not
in  excess of 10% of the consolidated total assets of the Company.  The  Company
agrees to furnish copies of any such instruments to the Commission upon request.
                           
                           
                           
                           SIGNATURES

    Pursuant  to the requirements of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant  has duly caused this Amendment No.  1
to  Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              WICKES LUMBER COMPANY


  Date:  _________   , 1996                  By: /s/
                                   George A. Bajalia
                         Senior Vice President and Chief Financial Officer
                         (Principal Financial and Accounting Officer)




                     REPORT OF INDEPENDENT ACCOUNTANTS



To The Stockholders and Board of Directors
Wickes Lumber Company and Subsidiaries


We have audited the accompanying consolidated balance sheets of Wickes
Lumber Company and Subsidiaries (the "Company") as of December 30, 1995 and
December 31, 1994, and the related consolidated statements of operations,
changes in common stockholders' equity (deficit) and cash flows for the
years ended December 30, 1995 and December 31, 1994, and December 25, 1993.
We have also audited the financial statement schedule of valuation and
qualifying accounts.  These financial statements and financial statement
schedule are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements and
this financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of Wickes Lumber Company and Subsidiaries as of December 30, 1995
and December 31, 1994, and the consolidated results of their operations and
cash flows for the years ended December 30, 1995, December 31, 1994, and
December 25, 1993, in conformity with generally accepted accounting
principles.  In addition, in our opinion, the financial statement schedule
referred to above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be included therein.





Chicago, Illinois
March 12, 1996




          WICKES LUMBER COMPANY AND SUBSIDIARIES                            
                CONSOLIDATED BALANCE SHEETS                                 
          December 30, 1995 and December 31, 1994                           
             (in thousands except share data)                               

<TABLE>
<CAPTION>
                                                                            
                                                                            
                          ASSETS                               1995       1994
                                                               ----       ----
<S>                                                         <C>        <C>                    
Current assets:                                                                
    Cash                                                    $      87  $   2,037
    Accounts receivable, less allowance for doubtful                     
      accounts of $8,208 in 1995 and $4,657 in 1994            81,792     97,629
    Inventory                                                 110,639    124,084
    Deferred tax asset                                         25,906     14,360
    Prepaid expenses                                            1,051      1,584
                                                              -------     ------
        Total current assets                                  219,475    239,694
                                                              -------     ------
Property, plant and equipment, net                             56,545     56,847 
Trademark (net of accumulated amortization                            
  of $9,830 in 1995 and $9,608 in 1994)                         7,170      7,392
Deferred tax asset                                                250          0
Other assets (net of accumulated amortization of                    
  $4,464 in 1995 and $2,071 in 1994)                           19,075     15,640
                                                              -------     ------                                            
                                                              302,515    319,573
                                                              =======     ======
                                                                               
            LIABILITIES & STOCKHOLDERS' EQUITY                                 
                                                                               
Current liabilities:                                                           
    Current maturities of long-term debt                    $     424  $     709
    Accounts payable                                           41,457     46,620
    Accrued liabilities                                        37,972     28,854
                                                               ------     ------
      Total current liabilities                                79,853     76,183
                                                               ------     ------
                                                                               
Long-term debt, less current maturities                       205,221    211,139
Other long-term liabilities                                     2,312      2,105
Commitments and contingencies (Note  8)                                        
                                                                               
Common stockholders' equity:                                                   
     Common stock (6,143,473 issued and outstanding in 1995
       and 6,100,549 shares issued and outstanding in 1994)        61         61
    Additional paid-in capital                                 76,772     76,190
    Accumulated deficit                                      (61,704)    (46,105)
                                                               ------     ------
                                                               15,129     30,146
                                                               ------     ------
     Total common stockholders' equity                        302,515    319,573
                                                               ======     ======
                                                                               

<S>
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

</TABLE>
                                                           


                             WICKES LUMBER COMPANY AND SUBSIDIARIES            
                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
  For the Years Ended December 30, 1995, December 31,1994, and December 25, 1993
                       (in thousands except share and per share data)

<TABLE>
<CAPTION>



                                                                                                               
                                                                                                               
                                                                     1995            1994           1993
                                                                  ---------       ---------       ---------
                                                                                                               
<S>                                                         <C>              <C>            <C>                          
Net sales                                                   $      972,612   $     986,872  $      846,842
Cost of sales                                                      751,800         753,041         640,284
                                                                  ---------       ---------       ---------
    Gross profit                                                   220,812         233,831         206,558
                                                                  ---------       ---------       ---------
                                                                                                               
Selling, general and administrative expenses                       194,629         194,586         174,889
Depreciation, goodwill and trademark amortization                    5,882           4,543           5,782
Provision for doubtful accounts                                      6,482           2,457           1,942
Restructuring and unusual items                                     17,798           2,000              53
Other operating income                                              (5,831)         (6,772)         (4,575)
                                                                  ---------       ---------       ---------
                                                                   218,960         196,814         178,091
                                                                  ---------       ---------       ---------
    Income from operations                                           1,852          37,017          28,467
                                                                                                               
Interest expense                                                    24,351          21,663          20,298
Equity in loss of affiliated company                                 3,543               -               -
                                                                  ---------       ---------       ---------
     Income (Loss) before income taxes and extraordinary gain      (26,042)         15,354           8,169
                                                                                                               
Provision for income taxes                                                                                     
    Current                                                          1,353           1,660           1,227
    Deferred                                                       (11,796)        (14,360)              -
                                                                  ---------       ---------       ---------
      Income (loss) before extraordinary gain                $     (15,599)   $     28,054    $      6,942
                                                                  =========       =========       =========
                                                                                                               
Extraordinary gain on extinguishment of debt,                                                                  
  net of income taxes of $193                                            -               -           1,241
                                                                  ---------       ---------       ---------
Net (loss) income                                                  (15,599)         28,054           8,183
                                                                  =========       =========       =========
                                                                                                               
Earnings (loss) per common share (pro forma in 1993)                                                           
    Earnings (loss) before extraordinary gain                $      ($2.54)   $      $4.59  $        $1.14
                              Extraordinary gain                         -               -           $0.20
                                                                  ---------       ---------       ---------
Earnings (loss) per common share (pro forma in 1993)         $       (2.54)           4.59  $         1.34
                                                                  =========       =========       =========
                                                                                                               
Weighted average common and common                                                                             
  equivalent shares outstanding (pro forma in 1993)               6,151,771       6,106,279       6,099,985
                                                                  =========       =========       =========
                                                                                                               
Earnings per common share- historical basis (Note 5)                                                           
                                                                                                               
The accompanying notes are an integral part of the                                                             
 the Condensed Consolidated Financial Statements.                                                              

</TABLE>


                    WICKES LUMBER COMPANY AND SUBSIDIARIES              
                                                                               
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY (DEFICIT)

For the Years Ended December 25, 1993, December 31, 1994 and December 30, 1995
                                  
                                   (in thousands)                              


                                                                               
<TABLE>
<CAPTION>
                                                                                                       Total
                                                                      Additional                      Common
                                                          Common        Paid-in     Accumulated     Stockholders'
                                                           Stock        Capital       Deficit         Equity
                                                                                                     (Deficit)
                                                                                                            
<S>                                                    <C>        <C>            <C>             <C>                          
                                                                                                             
Balance at December 27, 1992.........................  $      20  $      32,493  $     (81,470)  $     (48,957)
Net income...........................................          -              -          8,183           8,183
Dividends on redeemable preferred stock..............          -              -           (872)           (872)
Issuance of common stock, net of offering costs......         28         38,266              -          38,294
Issuance of common stock in exchange for preferred stock.     13         16,823              -          16,836
Extinguishment of warrants...........................          -        (11,666)             -         (11,666)
                                                          ------         ------         ------          ------

Balance at December 25, 1993.........................         61         75,916        (74,159)          1,818
                                                          ------         ------         ------          ------

Net income...........................................          -              -         28,054          28,054
Issuance of common stock, net .......................          -            274              -             274
                                                          ------         ------         ------          ------     

Balance at December 31, 1994.........................         61         76,190        (46,105)         30,146
                                                          ------         ------         ------          ------

Net income...........................................          -              -        (15,599)        (15,599)
Issuance of common stock, net........................          -            582              -             582
                                                          ------         ------         ------          ------

Balance at December 30, 1995.........................  $      61  $      76,772  $     (61,704)  $      15,129
                                                          ======         ======         ======          ======

</TABLE>
                            
   The accompanying notes are an integral part of the
           consolidated financial statements.
                          





                WICKES LUMBER COMPANY AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 30, 1995, December 31, 1994, and December
                               25, 1993
                            (in thousands)


<TABLE>
<CAPTION>
                                                                                                     
                                                                            1995       1994       1993
                                                                            ----       ----       ----
<S>                                                                     <C>        <C>        <C>                  
Cash flows from operating activities:                                                                 
  Net income / (loss)                                                   $ (15,599) $  28,054  $   8,183
  Adjustments to reconcile net income/(loss) to                                                       
       net cash provided by (used in) operating activities:                                           
    Depreciation expense                                                    5,391      4,277      4,329
    Amortization of trademark                                                 222        222      1,453
    Amortization of goodwill                                                  270         44          0
    Amortization of deferred financing costs                                2,085      1,781      1,839
    Provision for doubtful accounts                                         6,482      2,457      1,942
    Accretion of note dicount                                                   0          0      2,023
    Gain on sale of assets                                                    (71)      (238)    (1,118)
                           Extraordinary gain on extinguishment of debt         0          0     (1,434)
    Deferred tax benefit                                                  (11,795)   (14,360)         0
    Changes in assets and liabilities (net of effects                                                 
      from acquisitions):                                                                             
        (Increase) decrease in accounts receivable                          9,355    (15,673)   (21,231)
        (Increase) decrease in inventory                                   20,697        (98)   (12,794)
        Increase(decrease)in accounts payable and accrued liabilities       2,377     (4,896)    (3,232)
        Increase in other assets                                           (3,552)      (239)    (1,229)
                                                                            -----      -----      -----
NET CASH USED IN OPERATING ACTIVITIES                                      15,862      1,331    (21,269)
                                                                            -----      -----      -----
 Cash flows from investing activities:                                                                
  Purchases of property, plant and equipment                               (4,111)    (5,947)    (4,289)
  Payments for acquisitions                                                (8,686)   (36,515)         0
  Proceeds from sales of property, plant and equipment                      2,520        685      9,612
                                                                            -----      -----      -----
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                       (10,277)   (41,777)     5,323
                                                                            -----      -----      -----
                                                                                                      
Cash flows from financing activities:                                                                 
    Net borrowing (repayment) under revolving line of credit               (5,760)    43,462    (21,552)
    Reductions of notes payable                                            (2,357)      (556)      (461)
    Repayment of term loan                                                      0          0    (62,839)
    Retirement of subordinated notes                                            0          0    (30,000)
                    Proceeds from issuance of senior subordinated notes         0          0    100,000
    Proceeds from issuance of common stock                                    582        274     42,000
    Payment of transaction costs of the                                                               
        Recapitalization Plan                                                   0       (700)   (11,204)
                                                                            -----      -----      -----
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                        (7,535)    42,480     15,944
                                                                            -----      -----      -----
NET INCREASE (DECREASE) IN CASH                                            (1,950)     2,034         (2)
Cash at beginning of period                                                 2,037          3          5
                                                                            -----      -----      -----
CASH AT END OF PERIOD                                                   $      87 $    2,037 $        3
                                                                            =====      =====      =====
Supplemental schedule of cash flow information:                                                       
     Interest paid                                                      $  22,823 $   18,777 $   25,298
     Income taxes paid                                                      1,987      1,536      1,146
  Supplemental schedule of non-cash investing and financing activities:
      The Company purchased capital stock and assets in conjuction with
         acquisitions made during the period.  In connection with these
                                                            acquitions,
  liabilties were assumed as follows                                                                  
    Fair value of assets acquired                                       $  12,387 $   41,736          
    Cash paid                                                              (8,686)   (36,515)
                                                                            -----      -----        
                                                                                                
      Liabilities assumed                                               $   3,700 $    5,221         
                                                                            =====      =====        
                                                                                                
                                                                                                
            Issuance of common stock in exchange for preferred                                  
      stock, including accumulated dividends                                                $    16,836
                                                                                                  =====

</TABLE>

    The accompanying notes are an integral part of the Consolidated
                         Financial Statements.


1.  Description of Business

Wickes Lumber Company, through its building centers, markets lumber,
building materials and services to professional contractors, repair and
remodelers and do-it-yourself home owners principally in the Midwest,
Northeast and Southern United States. Wickes Lumber Company's wholly-owned
and majority-owned subsidiaries are: Lumber Trademark Company ("LTC"), a
holding company for the "Flying W" trademark; GLC Division, Inc. ("GLC"),
which operates the Gerrity Lumber business; and Riverside International
Corporation ("RIC"), engaged in the procurement and processing of lumber in
the former Soviet Republics.


2.  Accounting Policies

Principles  of Consolidation

The consolidated financial statements present the results of operations,
financial position, and cash flows of Wickes Lumber Company and all its
wholly-owned and majority-owned subsidiaries (the "Company"), except for
RIC, the investment in which is recorded under the equity method because
control is likely to be temporary and to be lost in the near term (see Note
16).  All significant intercompany balances have been eliminated.


Fiscal Year

The Company's fiscal year ends on the last Saturday in December.


Accounts Receivable

The Company extends credit primarily to qualified contractors. The accounts
receivable balance excludes consumer receivables as such receivables are
sold on a nonrecourse basis. The remaining accounts and notes receivable
represent credit extended to professional contractors and professional
repair and remodelers, generally on a non-collateralized basis.


Inventory

Inventory consists principally of finished goods.  The Company utilizes the
first-in, first-out (FIFO) cost flow assumption for valuing its inventory.
Inventory is valued at the lower of cost or market, but not in excess of
net realizable value.


Property, Plant, and Equipment

Property, plant, and equipment are stated at cost and are depreciated under
the straight-line method. Estimated lives used range from 15 to 39 years
for buildings and improvements and leasehold improvements. Machinery and
equipment lives range from 3 to 6 years. Expenditures for maintenance and
repairs are charged to operations as incurred. Gains and losses from
dispositions of property, plant, and equipment are included in the
Company's results of operations as other operating income.


Other Assets

Other assets consist primarily of deferred financing costs and goodwill
which are being amortized on the straight line method, goodwill primarily
over 35 years and deferred financing costs over the expected terms of the
related debt agreements.  At each balance sheet date, the Company evaluates
the realizability of goodwill based upon expectations of nondiscounted cash
flows and operating income for each subsidiary having a material goodwill
balance.  Based upon its most recent analysis, the Company believes that no
impairment of goodwill exists at December 30, 1995.

Amortization expense for deferred financing costs is reflected as interest
expense on the Company's Consolidated Statements of Operations.


Trademark

Prior to completion of the Recapitalization Plan (as hereinafter defined),
the Company's "Flying W" trademark was being amortized over 10 years.
Effective with the Recapitalization, certain restrictions on the trademark
were eliminated, resulting in a change in the amortization of the trademark
to reflect a 40-year amortization period.


Accounts Payable

The Company includes outstanding checks in excess of in-transit cash in
accounts payable. There were $1,672,000 outstanding checks in excess of in-
transit cash at December 30, 1995 and none at December 31, 1994.


Postretirement Benefits Other Than Pensions

The Company provides certain health and life insurance benefits for
eligible retirees and their dependents.  The Company accounts for the costs
of these postretirement benefits over the employees' working careers in
accordance with Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions."


Postemployment Benefits

The Company provides certain other postemployment benefits to qualified
former or inactive employees. The Company accounts for the costs of these
postemployment benefits in the period when it is probable that a benefit
will be provided in accordance with Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Postemployment Benefits".


Income Taxes

The Company accounts for income taxes in accordance with statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes."  Tax
provisions and credits are recorded at statutory rates for taxable items
included in the consolidated statements of operations regardless of the
period for which such items are reported for tax purposes.  Deferred income
taxes are recognized for temporary differences between financial statement
and income tax bases of assets and liabilities for which income tax
benefits will be realized in future years.  Deferred tax assets are reduced
by a valuation allowance when the Company cannot make the determination
that it is more likely than not that some portion of the related tax asset
will be realized.


Computation of Earnings Per Common Share and Pro Forma Common Share

Earnings per common share is based upon the weighted average number of
shares of common stock outstanding and, where dilutive, common equivalent
shares (using the treasury stock method). Common equivalent shares consist
of common stock warrants and common stock options.  Dilution relating to
common stock options was not material.  Pro forma common shares is
presented for fiscal year 1993, giving effect to the Recapitalization Plan
as if it had occurred on December 27, 1992 (see Note 4).  Computation of
earnings per share on a historical basis for fiscal year 1993 is presented
in Note 15.


Stock Split

In connection with the Recapitalization Plan, on October 14, 1993 the
Company's Board of Directors declared a 21.73-for-1 stock split of its
outstanding shares of common stock. The accompanying financial statements
have been restated to reflect this stock split.


Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity date of
three months or less to be cash equivalents.


Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period.  Actual results could differ from
the estimates reported.

Significant estimates made by the Company include accrued compensation
liability and medical claims, accrued postemployment and postretirement
benefits, accrued restructuring charges, and valuation allowances for
accounts receivable, inventory and deferred tax assets.   Accrued
compensation liability and medical claims involve the determination of
reserves for incurred but not reported claims.  Accrued postemployment and
postretirement benefits involve the use of actuarial assumptions, including
selection of discount rates (see Note 10).  Accrued restructuring charges
involve an estimation of what the market will bring and specific costs
incurred relating to the liquidation of certain Company assets using actual
historical results (see Note 12). Determination of the valuation allowances
for accounts receivable and inventory involve assumptions related to
current market conditions and historical market trends.  While the
valuation allowance for the deferred tax assets considers estimates of
projected taxable income (see Note 11). It is reasonably possible that the
company's estimates for such items could change in the near term.


Recently Issued Accounting Pronouncements

Impairment of Long-Lived Assets.  Statement of Financial Accounting
--------------------------------
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of," requires that long-lived assets
and certain identifiable intangibles to be held and used by an entity be
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Impairment is evaluated by comparing future cash flows (undiscounted and
without interest charges) expected to result from the use or sale of the
asset and its eventual disposition, to the carrying amount of the asset.
This new accounting principle is effective for the Company's fiscal year
ending December 28, 1996.  The Company believes that adoption will not have
a material impact on its financial position.

Stock-Based Compensation.  Statement of Financial Accounting Standards No.
-------------------------
123, "Accounting for Stock-Based Compensation," encourages, but does not
require, companies to recognize compensation expense for grants of stock,
stock options, and other equity instruments to employees based on new fair
value accounting rules.  Although expense recognition for employee stock
based compensation is not mandatory, the pronouncement requires companies
that choose not to adopt the new fair value accounting, to disclose the pro-
forma net income and earning per share under the new method.  This new
accounting principle is effective for the Company's fiscal year ending
December 28, 1996.  The Company believes that adoption will not have a
material impact on its financial position as the Company will not adopt the
fair new value accounting, but instead comply with the disclosure
requirements.


3.  Acquisitions

All acquisitions have been accounted for as purchases; operations of the
companies and businesses acquired have been included in the accompanying
consolidated financial statements from their respective dates  of
acquisition.  The excess of the purchase price over fair value of the net
assets acquired is included in goodwill.  The fair market value of the
assets acquired were approximately $12.4 million in 1995.

During 1995 the Company acquired five retail building material centers for
a total cost of $11.8 million, $8.1 million in cash and $3.7 million in
liabilities assumed.  The cost of the acquisitions have been allocated on
the basis of the fair market value of the assets acquired and the
liabilities assumed.  This allocation resulted in goodwill for one of the
acquired businesses  which is being amortized over a 30 year period on a
straight line basis.

In August 1994, the Company acquired all of the net assets of  Great Lakes
Building Supply, Inc. and Ishpeming Building Supply, Inc.  The cost of the
acquisition approximated the fair market value of the assets acquired and
liabilities assumed.  In addition, the Company acquired all of the
outstanding Class B common stock of Riverside International Corporation,
from an affiliated entity. The cost of this acquisition has been allocated
on the basis of the estimated fair value of the assets acquired and
liabilities assumed.  In October 1994, the Company acquired the Gerrity
Lumber business from the Gerrity Company, Inc.  The acquired business
consisted of the operating assets of eight lumber and building material
centers of which three include component manufacturing plants. The purchase
price has been adjusted in accordance with a post-acquisition audit of the
acquired assets, resulting in an increase in goodwill.  Goodwill is being
amortized over 35 years under a straight line basis.

The following unaudited pro forma summary presents information as if the
1994 acquisitions had occurred at the beginning of the fiscal year.  The
pro forma information is not required for the 1995 acquisitions and is
provided for 1994 for informational purposes only.  It is based on
historical information and does not necessarily reflect the actual results
that would have occurred nor is it necessarily indicative of future results
of operations of the combined enterprise:

<TABLE>


                                                      (Unaudited)
                                                      Years Ended
                                              December 31,      December 25,
                                                  1994             1993
                                                  ----             ----
                                         (in thousands except per share amounts)
   
<S>                                           <C>                <C>
   Net sales                                  $1,059,218         $933,364

   Income before extraordinary item               29,356            7,433

   Net income                                     29,356            8,674
                                                  ======           ======

   Per share:
   Earnings before extraordinary item               4.80             1.22
                                                    ====             ====

   Earnings per common share and pro forma in 1993  4.80             1.42
                                                    ====             ====

</TABLE>
See Note 2 - Accounting Policies - Computation of Earnings Per Common Share and
Pro Forma Common Share



4.  Recapitalization Plan

On October 22, 1993, the Company completed a recapitalization plan (the
"Recapitalization Plan"), which included (i) the initial public offering by
the Company of 2,800,000 shares of common stock, par value $.01 per share
(the "Common Stock"), which resulted in $42 million in gross proceeds; (ii)
the offering of 11-5/8% Senior Subordinated Notes due 2003, which generated
$100 million in gross proceeds; (iii) the establishment of a new $135
million revolving credit facility; (iv) the payment by the Company of an
aggregate of $35 million in full payment and cancellation of  the
subordinated note and warrant to purchase common stock of the Company
issued by the Company to the holder of the subordinated note; (v) the
payment by the Company of an aggregate of $65.5 million in full payment and
cancellation of the term loan and warrant to purchase common stock of the
Company issued to the lender of the term loan, and the repayment of all
outstanding indebtedness, $32.7 million, under and termination of the
Company's then-existing revolving credit working capital facility, and the
payment of $1.5 million of accrued interest on the term loan and the
revolving credit facility; (vi) the restructuring of the Company's
outstanding capital stock pursuant to which the Company in September 1993
reclassified each share of the existing classes of common stock into one
share of Common Stock or Class B non-voting common stock, par value $.01
per share, and effected a 21.73-for-1 stock split immediately prior to the
consummation of the initial common stock offering, on October 22, 1993;
(vii) the issuance by the Company of 1,206,881 shares of Common Stock
(valued at the public offering price in the initial common stock offering,
less underwriting discount) in exchange for the outstanding shares of
preferred stock (including accrued and unpaid dividends to the date of the
consummation of the recapitalization plan); (viii) the payment by the
Company of $1.7 million in full settlement of certain supplemental
retirement benefits ("SRBs") payable by the Company and acquired by
Riverside Group, Inc. from certain former executive officers of the
Company; and (ix) the payment of fees and expenses relating to the
foregoing.

Upon the completion of the Recapitalization Plan, there were 5,571,461
shares of Common Stock and 499,768 shares of Class B Non-Voting Common
Stock outstanding.

As  a result of the Recapitalization Plan the Company recorded an
extraordinary gain of $1.2 million.  This gain is comprised of (i) a gain
of $0.7 million on retirement of the SRBs, (ii) a gain of $4.6 million on
the retirement of the previously outstanding subordinated note and accrued
interest, (iii) a $3.9 million write-off of the unamortized transaction
costs from the 1988 Acquisition, in which former members of senior
management and other investors participated in a leveraged buy-out of the
Company, and (iv) applicable income tax expense of $0.2 million.


5.  Property, Plant, and Equipment

Property, plant, and equipment is summarized as follows:

<TABLE>
                                         
                                         
                                            December 30,     December 31,
                                               1995             1994
                                               ----             ----
                                                   (in thousands)
     
<S>                                         <C>              <C>
     Land and improvements                  $15,888          $15,142
     Buildings                               32,242           30,212
     Machinery and equipment                 26,495           25,785
     Leasehold improvements                   2,715            2,238
     Construction in progress                   226              549
                                             ------           ------

     Gross property, plant, and equipment    77,566           73,926
     Less: accumulated depreciation          25,932           23,637
                                             ------           ------
     
     Property, plant, and equipment
      in use, net                            51,634           50,289
     Assets held for sale, net                4,911            6,558
                                             ------           ------
     
     Property, plant, and equipment, net    $56,545          $56,847
                                             ======           ======

</TABLE>

6.  Accrued Liabilities

Accrued liabilities consist of the following:

<TABLE>

                                            December 30,     December 31,
                                               1995             1994
                                               ----             ----
                                                   (in thousands)
<S>                                         <C>              <C>
     
     Accrued payroll                        $ 6,934          $11,469
     Accrued interest                         1,546            2,103
     Accrued liability insurance              4,970            3,063
     Accrued restructuring charges           14,871              723
     Other                                    9,651           11,496
                                             ------           ------
     Total accrued liabilities              $37,972          $28,854
                                             ======           ======
</TABLE>

7.   Long-Term Debt

Long-term debt obligations are summarized as follows:

<TABLE>
                                                     December30,    December 31,
                                                        1995            1994
                                                        ----            ----
                                                           (in thousands)
<S>                                                 <C>             <C>            
   Revolving line of credit, interest payable
   at 1.5% above prime or 3.0% over LIBOR ,
   principal due January 22, 1998                   $105,021        $110,498

   Senior subordinated notes, interest payable
   at 11-5/8% semi-annually, principal due
   December 15, 2003                                 100,000         100,000

   Other                                                 624           1,350
                                                     -------         -------
   
   Total long-term debt                              205,645         211,848
   Less current maturities                              (424)           (709)
                                                     -------         -------
   
   Total long-term debt less current maturities     $205,221        $211,139
                                                     =======         =======

</TABLE>

Revolving Line of Credit

The revolving credit agreement was amended and restated in its entirety  on
March  12,  1996.  Among other things, the amendment  and  restatement  (i)
extended  the term of the facility 15 months to January 1998, (ii)  reduced
the  maximum  borrowing limit $15 million to $130 million,  (iii)  modified
certain  covenants, including changes to accommodate the  Company's  fourth
quarter 1995 restructuring charge, (iv) required the temporary addition  of
approximately  $12 million of real estate collateral and (v)  required  the
completion  by July 31, 1996 of the receipt from Riverside Group,  Inc.  of
$10 million from the sale of equity securities of the Company.

Under  the revolving line of credit, the Company may borrow against certain
levels of accounts receivable and inventory.  Taking into account the March
12,  1996 amendment and restatement, the amount available for borrowing  on
December 30, 1995 would have been $9.3 million.  A commitment fee of 1/2 of
1%   is   payable   on   the  unused  portion  of  the   commitment.    The
weighted-average  interest rate on the revolving line  of  credit  for  the
years ending December 30, 1995 and December 31, 1994 was approximately 8.8%
and 8.2%, respectively.

Substantially all of the Company's accounts receivable, inventory,  general
intangibles and certain real estate, machinery and equipment are pledged as
collateral  for the revolving line of credit. Covenants under  the  related
debt  agreements  require,  among  other  restrictions,  that  the  Company
maintain  certain  financial ratios and certain levels of consolidated  net
worth.   In  addition,  the debt agreement restricts  among  other  things,
capital  expenditures,  the  incurrence of additional  debt,  asset  sales,
dividends, investments, and acquisitions.


Senior Subordinated Notes

On October 22, 1993, the Company issued $100,000,000 in principal amount of
10-year unsecured senior subordinated notes.  Interest on the notes is  11-
5/8%,   payable  semi-annually.   Covenants  under  the  related  indenture
restrict  among other things, the payment of dividends, the  prepayment  of
certain debt, the incurrence of additional debt if certain financial ratios
are not met, and the sale of certain assets unless the proceeds are applied
to  the  notes.   In  addition, the notes require that, upon  a  change  in
control  of  the Company, the Company must offer to purchase the  notes  at
101% of the principal thereof, plus accrued interest.


Aggregate Maturities

The  aggregate amounts of long-term debt maturities by fiscal year  are  as
follows:

<TABLE>
          <S>                   <C>
          Year                    Amount
          ----                    ------
                              (in thousands)
          1996                  $    424
          1997                       130
          1998                   105,075
          1999                        16
          2000                         0
          Thereafter             100,000

</TABLE>

8.  Commitments and Contingencies

At  December 30, 1995, the Company had accrued approximately $1,000,000 for
remediation  of  certain  environmental  and  product  liability   matters,
principally underground storage tank removal.

Many  of the building center facilities presently and formerly operated  by
the  Company  and  its predecessor contained underground petroleum  storage
tanks.  All such tanks known to the Company located on facilities owned  or
operated by the Company have been filled, removed, or are scheduled  to  be
removed in accordance with applicable environmental laws in effect  at  the
time.  As  a result of reviews made in connection with the sale or possible
sale  of  certain facilities, the Company has found petroleum contamination
of  soil  and  ground water on several of these sites and  has  taken,  and
expects to take, remedial actions with respect thereto.  In addition, it is
possible that similar contamination may exist on properties no longer owned
or operated by the Company the remediation of which the Company could under
certain  circumstances be held responsible.  Since 1988,  the  Company  has
incurred  approximately $ 2.1 million of costs with respect to the  filling
or  removing  of  underground storage tanks and related  investigatory  and
remedial actions.

In  February  1994,  the  Company was notified  that  a  stock  certificate
representing  103,922  shares  of Common Stock  that  had  been  previously
reported as lost and that had been reissued and transferred to an affiliate
of  the  Company  may  in  fact not have been lost but  instead  previously
transferred by the original owner to a third party.  In connection with the
reissuance  of  the allegedly lost stock certificate, the Company  examined
its  records, found no information concerning a possible prior transfer  of
the  stock certificate, and received an indemnity from the original  owner.
If  both transferees are determined to be bona fide purchasers, both may be
entitled  to  ownership  of the 103,922 shares, which  would  result  in  a
corresponding increase in the number of outstanding shares of Common Stock.
In such a case, the Company believes it would be entitled to indemnity from
the  original  owner,  which could be utilized to purchase  and  retire  an
equivalent  number  of shares.  If either of the purported  transferees  is
determined  not  to  be  a bona fide purchaser, its  certificate  would  be
canceled.  Litigation has been commenced in which, among other things,  the
Company  is  seeking  indemnity and a declaratory judgment  concerning  the
rights  and  obligations of the various parties and the original  owner  is
disputing its obligation to indemnify the Company.

At  December  30, 1995, the Company's investment in RIC was  $4.5  million.
This    investment   entails   significant   inherent   risks,    including
expropriation, legal, currency, crime, management, labor, weather and other
operational risks.

The  Company is one of many defendants in 164 actions, each of which  seeks
unspecified  damages, brought in 1993, 1994 and 1995  in  various  Michigan
state  courts  against  manufacturers and building  material  retailers  by
individuals  who  claim to have suffered injuries from products  containing
asbestos.   All of the plaintiffs in these actions are represented  by  the
same counsel.  The Company is aggressively defending these actions and does
not  believe that these actions will have a material adverse effect on  the
Company.

On  November  3,  1995,  a  complaint was filed against  the  Company,  its
directors and Riverside Group, Inc. seeking to enjoin or to obtain  damages
with  respect  to the Company's agreement to issue two million newly-issued
shares  of common stock to Riverside Group, Inc. for $10 million (see  Note
9).

The  Company  is  involved  in various other legal  proceedings  which  are
incidental  to the conduct of its business.  The Company does  not  believe
that  any of these proceedings will have a material adverse effect  on  the
Company.


Leases

The  Company has entered into operating leases for retail space,  equipment
and  other  items.  These leases provide for minimum  rents.  These  leases
generally  include options to renew for additional periods.  Total  minimum
rents  under  all  operating  leases  were  $10,501,000,  $8,086,000,   and
$5,482,000  for the years ended December 30, 1995, December 31,  1994,  and
December 25, 1993, respectively.

Future  minimum  commitments  for noncancelable  operating  leases  are  as
follows:

<TABLE>

               <S>                      <C>
               Year                       Amount
               ----                       ------
                                      (in thousands)
               1996                     $  9,121
               1997                        6,895
               1998                        4,047
               1999                        2,872
               2000                          938
               Thereafter                  2,252
                                         -------
                 Subtotal                 26,125
               Less: Sublease income     (1,026)
                                         -------
                                         $25,099
                                         =======
</TABLE>

9.   Stockholders' Equity

The Company's Recapitalization Plan is discussed in Note 4.


Preferred Stock

As  of  December  30,1995 the Company had authorized  3,000,000  shares  of
preferred stock, none of which is issued or outstanding.


Common Stock

The  Company has two classes of common stock: Common Stock, par value  $.01
per  share, and Class B Non-Voting Common Stock, par value $.01 per  share.
At  December  30,  1995  there  were  20,000,000  shares  of  Common  Stock
authorized  and  5,643,705 shares issued and outstanding,  and  there  were
1,200,000 shares of Class B Non-Voting Common authorized and 499,768 shares
issued  and  outstanding.   Class B Non-Voting Common  Stock  is  generally
equivalent to Common Stock, except that shares of Class B Non-Voting Common
Stock  may  not  be  voted  except  on certain  matters  regarding  merger,
consolidation,  recapitalization  and  reorganization,  and  as   otherwise
provided by law. Class B Non-Voting Common Stock is convertible into Common
Stock on a share-for-share basis in certain circumstances.  In addition, at
December  30,  1995,  14,589 shares of Class A  Voting  Common  Stock  were
reserved for issuance under outstanding warrants.


Warrants

In  1989  and 1992, the Company issued warrants to certain members  of  its
management. These warrants would have become exercisable for up to  195,970
shares  of  Common  Stock upon the date of determination of  the  Company's
attainment  of  certain levels of financial results.  These  warrants  were
replaced during the Recapitalization Plan by the issuance of 162,975 shares
of Common Stock and warrants for 28,756 shares of Common Stock, exercisable
through April 29, 1998, at a nominal exercise price.


Stock Options

At  December  30, 1995 and December 31, 1994, the Company had  outstanding,
under its Director Incentive Plan, options held by members of the Company's
Board  of  Directors to purchase 16,335 and 16,002 shares of Common  Stock,
respectively.  These options have an exercise price of between  $10.95  and
$23.25  per  share; approximately 3,334 of the options were exercisable  at
December  31,  1994,  of  which  none were exercised  during  fiscal  1995.
Approximately 5,779 shares were exercisable at December 30, 1995.

In  addition, at December 30, 1995 and December 31, 1994, the  Company  had
outstanding  under  its  Long-Term Incentive  Plan,  options  held  by  key
employees  to  purchase  430,351  and  270,213  shares  of  Common   Stock,
respectively.  These options have an exercise price of between  $15.00  and
$18.50  per share; approximately 29,683 of the options were exercisable  at
December  31,  1994,  of  which  none were exercised  during  fiscal  1995.
Approximately 108,295 shares were exercisable at December 30, 1995.


Proposed Sale of Common Stock

On  January 11, 1996, the Company entered into a definitive agreement  with
Riverside  Group,  Inc. ("Riverside"), the Company's  largest  stockholder,
that  provides  for the acquisition by Riverside of 2 million  newly-issued
shares  of  the  Company's  common stock for  $10  million  in  cash.   The
definitive  agreement was approved and recommended by  committees  of  each
company's independent directors.  The sale is subject to the reorganization
or  sale by Riverside of one of certain of its operations.  The transaction
is expected to be completed prior to July 31, 1996.


10.  Employee Benefit Plans

401(k) Plan

The   Company   sponsors  a  defined  contribution  401(k)  plan   covering
substantially  all  of its full-time employees. Additionally,  the  Company
provides  matching contributions up to a maximum of 2.5%  of  participating
employees' salaries and wages. Total expenses under the plan for the  years
ended  December  30, 1995, December 31, 1994, and December  25,  1993  were
$1,700,000, $2,625,000, and $2,167,000, respectively.


Postretirement Benefits Other than Pensions

The  Company  provides life and health care benefits to retired  employees.
Generally, employees who have attained an age of 60, have rendered 10 years
of  service  and  are currently enrolled in the medical  benefit  plan  are
eligible  for  postretirement benefits.  The Company accrues the  estimated
cost  of  retiree  benefit  payments,  other  than  pensions,  during   the
employees' active service period.


The plans' funded status is as follows:
<TABLE>


                                                         December 30,   December 31,
                                                            1995           1994
                                                            ----           ----
                                                              (in thousands)
<S>                                                     <C>             <C>
  Accumulated postretirement benefit obligation-
    Retirees and their dependents                       $    934        $   866
    Active employees fully eligible to retire
         and receive benefits                                531            298
       Active employees not fully eligible                 1,292          1,552
                                                           -----          -----
  Total accumulated postretirement benefit obligations     2,757          2,716
  Plan's assets at fair value                                -0-            -0-
                                                           -----          -----
  Accumulated postretirement benefit obligation in
      excess of plans' assets                              2,757          2,716
  Unrecognized net loss                                     (445)          (611)
  Accrued postretirement health care cost               $  2,312        $ 2,105
                                                           =====          =====

</TABLE>

Actuarial assumptions used were as follows:

<TABLE>
                                                         December 30,    December 31,
                                                            1995            1994
                                                            ----            ----
                                                               (in thousands)

<S>                                                          <C>           <C>                  
  Projected health care costs trend rate                     6.0%            9.4%
  Ultimate trend rate                                        6.0%            5.5%
  Year ultimate trend rate achieved                          n/a            2021
  Effect of a 1% point increase in the health care
     cost trend rate on the postretirement benefit
     obligation                                         $     63         $   119
  Effect of a 1% point increase in the health care
     cost trend rate on the aggregate of service and
     interest cost                                      $     18         $    25
  Discount rate                                             7.25%           8.25%

</TABLE>


The  Company's postretirement health care plan at December 25, 1993 was not
funded.   The  present  value  of accumulated  postretirement  benefits  at
December  25,  1993  was  $1,790,000.  The assumed discount  rate  used  in
determining  the accumulated postretirement benefit obligation at  December
25, 1993 was 6.63%.


Postemployment Benefits

The Company provides certain postemployment benefits to qualified former or
inactive  employees  who are not retirees.  These benefits  include  salary
continuance,  severance, and healthcare.  Salary continuance and  severance
pay  is based on normal straight-line compensation and is calculated  based
on  years  of  service.  Additional severance pay is  granted  to  eligible
employees  who are 40 years of age or older and have been employed  by  the
Company  five  or  more years. The Company accrues the  estimated  cost  of
benefits provided to former or inactive employees who have not yet  retired
over the employees service period or as an expense at the date of the event
triggering  the  benefit.   The  Company  incurred  postemployment  benefit
expense  of  $160,000 (exclusive of amounts included in  its  restructuring
liability)  for the year ended December 30, 1995 (see Note 12).  The  total
postemployment benefits expense for the years ended  December 31, 1994  and
December 25, 1993 was $2,000,000 and $53,000, respectively.


11.  Income Taxes

The  Company  files a consolidated federal tax return with its wholly-owned
subsidiaries.  As of December 30, 1995, the Company has net operating  loss
carryforwards available to offset future U.S. income of approximately $25.3
million  expiring  in  the years 2004 through 2010;  and  $1.5  million  of
capital loss carryforwards which expire in the years 1997 through 2000.

The  completion  of  the Recapitalization Plan, as  discussed  in  Note  4,
created  an  "ownership change" as defined by Section 382 of  the  Internal
Revenue Code of 1986, as amended.  As a result of this, certain of the loss
carryforwards  of  the  Company are subject  to  an  annual  limitation  of
approximately  $2.6 million a year. Due to the inherent  tax  gain  in  the
assets owned by the Company at the time of the ownership change, the annual
limitation on use of the loss carryforwards will be increased by the amount
of  the  gains  as they are recognized.  To the extent that the  1995  loss
carryforward limitation as increased for gains recognized was not  utilized
in 1995, the annual limitation for 1996 will be increased.  The Company has
reviewed its valuation allowance for deferred tax assets, the inherent  tax
gain  in  the  assets  owned by the Company at the time  of  the  ownership
change,  and  their  net operating loss availability.   As  a  result,  the
Company  anticipates  an additional increase to the  annual  limitation  on
utilization of loss carryforwards in 1996 of approximately $1.3 million  as
a  result  of gains recognized during the year.  This amount is subject  to
further  review  by  the  Internal Revenue  Service.   An  additional  loss
carryforward of $11.2 million was generated during 1995. This  amount  will
be  available  without  limitations, to offset  taxable  income  in  future
periods and will expire in 2010.

Tax  provisions  and credits are recorded at statutory  rates  for  taxable
items  included in the consolidated statements of operations regardless  of
the  period  for which such items are reported for tax purposes.   Deferred
income  taxes  were  recorded to reflect changes in  temporary  differences
between  the  financial reporting basis and the tax basis of the  company's
assets  and  liabilities. These amounts are expected to  be  recognized  in
future  periods . A deferred tax benefit of $11.8 million was  recorded  in
1995.  The benefit in the current year was mainly due to differences in the
restructuring  liability, allowance for doubtful  accounts,  net  operating
loss carryover, intangible asset amortization and utilization of prior year
capital  loss  carryovers.   As a result of recognizing  the  deferred  tax
benefit  in  1995,  the Company anticipates their provision  for  taxes  in
subsequent  years will reflect a normal statutory rate adjusted  for  state
taxes.   The Company continues to record a valuation allowance with respect
to  the  future tax benefits of capital losses reflected in deferred income
taxes  as a result of the uncertainty of their ultimate realization due  to
restrictions  placed  on  their  usage.   Significant  components  of   the
Company's  deferred  tax  assets and liabilities,  and  their  related  tax
effects, as of December 30, 1995 and December 31, 1994 are as follows:

<TABLE>

                                           
                                           1995         1994
                                           ----         ----
                                             (in thousands)
<S>                                    <C>          <C>
   Trade accounts receivable           $  3,193     $  1,816
   Inventories                            2,446        3,252
   Accrued personnel cost                 1,850        2,153
   Other accrued liabilities             12,042        8,718
   Net operating loss                     9,856        5,640
   Other                                  1,399        2,003
                                         ------       ------
   Total deferred tax assets             30,786       23,582
   Less: valuation allowance             (1,350)      (3,421)
                                         ------       ------
   Net deferred tax assets               29,436       20,161
                                         ------       ------
   
   Property, plant and equipment          1,906        5,094
   Goodwill and trademark                 1,348          690
   Other accrued income items                26           17
                                         ------       ------
   Total deferred tax liabilities         3,280        5,801
                                         ------       ------
   
   Net deferred tax asset              $ 26,156     $ 14,360
                                         ======       ======

</TABLE>

Income tax expense including applicable tax on extraordinary gain, consists
of the following components:

<TABLE>
                                              1995          1994         1993
                                              ----          ----         ----
                                                       (in thousands)
   <S>                                    <C>          <C>          <C>  
   Current: Charge to operations          $   1,353    $   1,660    $   1,227
   Charge to extraordinary item                   -            -          193
   Deferred benefit                         (11,796)     (14,360)           -
                                            --------     --------     -------
   Total income tax expense (benefit)     $ (10,443)   $ (12,700)   $   1,420
                                            ========     ========     =======
</TABLE>

Provision  for  income  taxes on income differs from expected  tax  expense
computed by applying the Federal corporate tax rate of 35% in 1995, 34%  in
1994 and 1993 as follows:

<TABLE>

                                                                1995        1994        1993
                                                                ----        ----        ----
                                                                       (in thousands)
<S>                                                         <C>         <C>         <C>        
  Taxes (benefit) computed at
    statutory rate                                          $ (9,115)   $  5,220    $  3,687
   State tax expense                                             894         891       1,036
   Alternative minimum tax rate differential                       -         310         384
   Current and deferred benefit of capital loss (utilized)         -          (2)       (373)
   Current benefit of deferred tax asset                           -     (14,360)          -
   Other                                                        (151)        148           -
   Change in valuation allowance for deferred tax asset        (2071)          -           -
   Current and deferred benefit of NOL
    carried forward (utilized)                                     -      (4,907)     (3,314)
                                                             -------      ------     -------
   Total tax provision                                      $(10,443)   $(12,700)   $  1,420
                                                             =======     =======     =======
</TABLE>
                      


Deferred  tax expense results from temporary differences in the recognition
of  certain  items  of revenue and expense for tax and financial  reporting
purposes.  The sources of these differences and the tax effect of each were
as follows:

<TABLE>
                                                         
                                                         1995         1994
                                                         ----         ----
                                                          (in thousands)
   <S>                                               <C>         <C>             
   Change in bad debt reserve                        $  1,377    $     631
   Differences in tax and book inventory                 (806)         (47)
   Settlement of deferred compensation                   (303)         309
   Change in accrued liabilities                        3,324        2,548
   Utilization of NOL                                   4,216       (7,474)
   AMT credit and capital loss carryforward              (604)         993
   Differences in tax and book asset basis              3,188       (2,909)
   Differences in tax and book basis in intangibles      (658)        (690)
   Extinguishment of debt                                   -            -
   Change in accrued income items                          (9)          34
   Change in valuation allowance for
    deferred tax assets                                 2,071       20,965
                                                       ------       ------

   Deferred tax benefit                              $ 11,796    $  14,360
                                                       ======       ======
</TABLE>


12.   Restructuring and Unusual Charges

During  the  fourth  quarter of 1995, the Company committed  to  and  began
implementing a restructuring plan to improve return on assets by closing or
consolidating   under-performing   operating   centers,   decreasing    the
corresponding  overhead to support these building centers,  and  initiating
actions  to  strengthen  its  capital  structure.   Management  anticipates
completion  of  the  plan  in 1996.  The costs for closing  these  building
material centers were based on management estimates of costs to exit  these
markets  and  actual historical experience.  The Company recorded  a  $17.8
million  charge relating to its strategic restructuring program  and  other
one time costs which are reflected in the Company's Consolidated Statements
of  Operations  as   restructuring and unusual  items.   The  restructuring
charge  includes $12.6 million in anticipated losses on the disposition  of
closed  center  assets and liabilities and $2.2 million  in  severance  and
postemployment benefits.

The  major  components of this charge include the write-down of  assets  to
their  net  realizable value, liabilities associated with  closed  building
centers  held  for  sale,  postemployment  benefits  to  qualified   former
employees as a result of the center closings, and other charges related  to
the  strengthening of the Company's capital structure.  Also included is  a
charge for unusual employment related claims expensed in the fourth quarter
of 1995.


13.   Fair Value of Financial Instruments

In accordance with SFAS No. 107, "Disclosures About Fair Value of Financial
Instruments," information has been provided about the fair value of certain
financial instruments. The following methods and assumptions were  used  to
estimate  the  fair  value of each material class of financial  instruments
covered  by  the  Statement for which it is practicable  to  estimate  that
value:


Long-Term Debt

The  fair value of the Company's long-term debt is estimated based  on  the
quoted market prices for the same or similar issues or on the current rates
offered  to  the  Company for debt of the same remaining  maturities.   The
estimated  fair  values of the Company's material financial instruments  at
December 30, 1995 and December 31, 1994 are as follows:


<TABLE>

                                            Fair          Carrying
                                            Value           Value
                                            -----           -----
                                              
                                                (in thousands)
<S>                                      <C>              <C>   
   1995 Financial Liabilities:                
   Long-term Debt                           
   Revolver                              $105,021         $105,021
   Senior Subordinated Notes               68,000          100,000

   1994 Financial Liabilities:
   Long-term Debt
   Revolver                              $110,498         $110,498
   Senior Subordinated Notes               97,380          100,000


</TABLE>

14.   Related Party Transactions

In  September 1992, the Company began efforts to determine the  feasibility
of  obtaining lumber from the former Soviet Republics.  In March 1993,  the
Company  determined  to  enter into a test arrangement  that  required  the
approval  of  one  of its former lenders.  This former lender  declined  to
grant  its  approval but permitted the Company's participation, on  a  test
basis,  in  an  arrangement pursuant to which an affiliate of the  Company,
formed  for  the purpose, imported in December 1993 a load  of  rough  sawn
goods,  which  the Company acquired upon arrival in the United  States  and
milled  into common finishing boards and moulding.  On July 31,  1994,  the
Company  acquired  the  affiliate that imported the  test  load,  Riverside
International  Corporation, from the Riverside Group, Inc.,  the  Company's
largest stockholder, for $895,000.  The acquisition was accounted for as  a
purchase  and  ended  the related party relationship.   In  December  1995,
voting  rights to 66 2/3% of RIC's voting stock were assigned to  Riverside
Group,  Inc.  In addition, Riverside Group, Inc. obtained the right, during
1996, to acquire up to $5 million of RIC's non-voting common stock, at  the
then fair market value.

In  1995, the Company paid approximately $613,000 in reimbursements  to  an
affiliate of the Company's chairman and to third parties for costs  related
to services provided to the Company during 1995 by certain employees of the
affiliated company and use of a corporate aircraft.  Total payments in 1994
and  1993  for  similar services were approximately $810,000 and  $860,000,
respectively.

The Chairman and certain directors of the Company, as well as an affiliated
company,  own  in  the aggregate a majority of the voting securities  of  a
private  manufacturer  of  glass products, wooden  stair  parts  and  other
building  materials  that supplies products, primarily through  independent
distributors, to the Company.  The Chairman of the Company also is chairman
of  the  board,  president  and chief executive officer,  and  one  of  the
Company's  directors  is  a  director and officer,  of  this  manufacturer.
During   1995,  the  Company  estimates  that  it  purchased  approximately
$1,423,000  of  this manufacturer's products at prices generally  available
from  the  third party distributors from which the products were  obtained.
This  compares with $2,086,000 and $1,500,000 of similar products purchased
in 1994 and 1993, respectively.

A  certain  director and executive officer of the Company, is a shareholder
of  the law firm that is general counsel to the Company.  The Company  paid
this  firm $394,000, $623,000, and $518,000 for legal services provided  to
the Company during 1995, 1994, and 1993, respectively.

For a description of the proposed sale of 2 million newly-issued shares  by
the Company to Riverside Group, Inc., see Note 9.


15.   Computation of Earnings Per Common Share-Historical Basis

The  earnings  per  common  and  common equivalent  share,  computed  on  a
historical  basis  for  fiscal year 1993, less redeemable  preferred  stock
dividends  is  presented below to comply with the provisions of  Accounting
Principles Board Opinion No. 15:

<TABLE>


                                                      Year Ended
                                                     December 25,
                                                         1993
                                                         ----
<S>                                                   <C>
   Income (loss) before extraordinary gain
    and cumulative effect of accounting change        $  2.12
   Extraordinary gain                                     .43
   Cumulative effect of accounting change                   -
                                                         ----
   
   Net income (loss)                                  $  2.55
                                                         ====
   
   Weighted average common
    and common equivalent shares                    2,871,091
                                                    =========

</TABLE>

16.  Subsequent Event

   On February 21, 1996, the Company and its RIC subsidiary entered into an
agreement with two investment funds.  Pursuant to this agreement,  the  two
funds  are  each to invest $5 million in this subsidiary and  are  each  to
receive  a  25%  equity  interest, with the Company retaining  an  interest
slightly  less  than  50%  and the subsidiary's  management  receiving  the
balance of the equity.  A total of $4 million of the funds' investment  has
been  advanced  to the subsidiary as a loan, which is to  be  converted  to
equity  upon  funding of the remaining $6 million, which is to  occur  upon
satisfaction  of  certain  conditions, including  among  other  things  the
resolution  of  certain  legal  matters  and  the  achieving  of  specified
operational levels.

    The  sale of RIC stock to the investment funds will be recorded on  the
books of RIC as an issuance of authorized but unissued capital stock.   The
impact  of  this  stock  issue  to  the  Company's  consolidated  financial
statements   will   be   a  reduction  in  the  percent   of   future   RIC
earnings/(losses) reported under "Equity in earnings/(loss)  of  affiliated
company", from 100% to slightly less than 50%.

   
                         WICKES LUMBER COMPANY AND SUBSIDIARIES

                      Schedule II-Valuation and Qualifying Accounts
 For the Years Ended December 30, 1995, December 31, 1994, and December 25, 1993
                                 (dollars in thousands)
                
<TABLE>
<CAPTION>
                                                                                       
                                                                                       
                                                                                       
            Col. A                Col. B              Col. C                  Col. D          Col. E
                                                    Additions                              
                                                 (1)          (2)                     
                                Balance at   Charged to    Charged to                       Balance at
                                Beginning     Costs and   Other accounts                      End of
Description                     of Period     Expenses                      Deductions        Period
                                                 (a)           (b)              (c)              
<S>                               <C>          <C>        <C>                 <C>             <C>                        
1995:                                                                                  
Allowance for doubtful accounts   $4,657       $6,482                         $2,931          $8,208
                                                                                   
1994:                                                                              
Allowance for doubtful accounts   $3,039       $2,457         $634            $1,473          $4,657
                                                                                   
1993:                                                                              
Allowance for doubtful accounts   $2,439       $1,942                         $1,342          $3,039
                                                                                   
<S>
(a)  Net of reserved and collected accounts.
(b)  Bad debt allowance related to acquisitions and recorded as a reduction to the purchase price.
(c)  Reserved accounts written-off.

</TABLE>