United States
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-K

(Mark One)
[X]  Annual  Report  Pursuant  to Section 13 or  15(d)  of  the  Securities
Exchange Act of 1934 for the Fiscal Year Ended December 25, 1999
                                    or
[   ]  Annual  Report  Pursuant to Section 13 or 15(d)  of  the  Securities
Exchange Act of 1934 for the Transition Period From ______ To ______

                        Commission File No. 1-14967

                                WICKES INC.
                                -----------
          (Exact name of registrant as specified in its charter)

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

          706 North 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, 2000, the Registrant had 8,226,640 shares of 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 of Common Stock on that date) held by nonaffiliates
was  approximately $25,800,000 (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  18,
2000,  are  incorporated  by  reference  into  Part  III  hereof,  as  more
specifically described herein.


<PAGE> 2
                             TABLE OF CONTENTS
                             -----------------
                                                        Page No.
                                                        --------
                                  PART I
                                  ------

Item 1.    Business                                         3
Item 2.    Properties                                      21
Item 3.    Legal Proceedings                               21
Item 4.    Submission of Matters To a Vote
           of Security Holders                             23


                                  PART II
                                  -------
Item 5.    Market For Registrant's Common Equity
           and Related Stockholder Matters                 24
Item 6.    Selected Financial Data                         24
Item 7.    Management's Discussion and Analysis
           of Financial Condition and Results
           of Operations                                   28
Item 7A.   Quantitative and Qualitative Disclosures
           about Market Risk                               40
Item 8.    Financial Statements and Supplementary Data     42
Item 9.    Changes in and Disagreements with Accountants
           on Accounting and Financial Disclosure          42


                                  PART III
                                  --------
Item 10.   Directors and Executive Officers
           of the Registrant                               43
Item 11.   Executive Compensation                          43
Item 12.   Security Ownership of Certain
           Beneficial Owners and Management                43
Item 13.   Certain Relationships and Related Transactions  43


                                  PART IV
                                  -------
Item 14.   Exhibits, Financial Statement Schedules,
           and Reports on Form 8-K                         44

SIGNATURES                                                 45

                                    2


<PAGE> 3
                                  PART I
                                  ------
Item 1.  BUSINESS.
------------------
   Wickes  Inc.  ("Wickes"  or the "Company") is  a  leading  supplier  and
manufacturer of building materials in the United States.  The Company sells
its  products and services primarily to residential and commercial building
professionals, repair and remodeling ("R&R") contractors and, to  a  lesser
extent,  project  do-it-yourselfer consumers ("DIYers") involved  in  major
home improvement projects.  At February 29, 2000, the Company operated  101
sales  and  distribution facilities in 23 states in the Midwest, Northeast,
and  South  and  25  component manufacturing facilities  that  produce  and
distribute roof and floor trusses,  framed wall panels, and  pre-hung  door
units.


Background
----------
   The  Company was formed in 1987 as a Delaware corporation named  "Wickes
Lumber  Company."  In June 1997, the Company changed its corporate name  to
"Wickes  Inc."   The  Company continues to conduct its  primary  operations
under the "Wickes Lumber" name.

   In  April  1988,  the  Company  completed  the  acquisition  (the  "1988
Acquisition")  of operations that had commenced in 1952.  These  operations
consisted   of   223  building  centers  and  10  component   manufacturing
facilities.

   On  October  22,  1993, the Company completed a plan of recapitalization
pursuant to which the Company retired all outstanding indebtedness incurred
in  connection  with  the  1988  Acquisition, restructured  its  previously
existing  classes  of  capital  stock, and  completed  the  initial  public
offering of 2,800,000 shares of its common stock.

   Pursuant  to  a  plan to reduce the number of under-performing  building
centers  and the corresponding overhead to support these building  centers,
and to strengthen its capital structure, the Company consolidated or closed
21  building centers and three component manufacturing facilities from  the
fourth  quarter of 1995 through 1997.  Also pursuant to this plan, in  June
1996, the Company privately issued 2 million shares of its Common Stock.

   In  the  fourth  quarter  of 1997, the Company announced  and  began  to
implement  a plan to streamline operations, to focus on the Company's  core
professional builder business, and to eliminate overhead costs and programs
not  directly supporting this core business.  In addition to these actions,
in  the first quarter of 1998, the Company closed eight additional building
centers  and  two  component manufacturing facilities and  sold  two  other
building centers, and implemented further headquarters staffing and expense
reductions  (the  "1998  Plan"). The Company's restructuring  efforts  were

                                    3

<PAGE> 4


completed  in  1998.  For further information see "Business  Strategy"  and
Note 3 of Notes to Consolidated Financial Statements.


Industry Overview
-----------------
   According  to  the  Home  Improvement Research  Institute  ("HIRI")  (an
independent   research  organization  for  manufacturers,   retailers   and
wholesalers  allied  to  the  home improvement  industry),  sales  of  home
improvement  products  (defined  as lumber, building  materials,  hardware,
paint, plumbing, electrical, tools, floor coverings, glass, wallpaper,  and
lawn  and  garden products) associated with the maintenance and  repair  of
residential housing and new home construction were estimated to  be  $248.6
billion  in  1999.   Despite some consolidation over the  last  ten  years,
particularly in metropolitan areas, the building material industry  remains
highly fragmented.  The Company believes that no building material supplier
accounted for more than 15.4% of the total market in 1999.

   In  general,  building  material suppliers concentrate  their  marketing
efforts  either  on  building  professionals or  consumers.   Professional-
oriented building material suppliers, such as the Company, tend to focus on
single-family residential contractors, R&R contractors, project DIYers and,
to   some   extent,   commercial  contractors.   These  suppliers   compete
principally  on the basis of service, product assortment, price,  scheduled
job-site  delivery  and trade credit availability.  In contrast,  consumer-
oriented building material retailers target the mass consumer market, where
competition  is  based  principally on price, merchandising,  location  and
advertising.    Consumer-oriented  warehouse  and  home  center   retailers
typically  do  not  offer as wide a range of services, such  as  specialist
advice,  trade  credit,  manufactured components,  and  scheduled  job-site
delivery, as do professional-oriented building material suppliers.

   Industry  sales  are  linked to a significant degree  to  the  level  of
activity  in the residential building industry, which tends to be  cyclical
and  seasonal  due to weather.  New residential construction is  determined
largely  by  household  formations, interest rates, housing  affordability,
availability   of  mortgage  financing,  regional  demographics,   consumer
confidence, job growth, and general economic conditions.  According to  the
U.S.  Bureau  of  the Census, U.S. housing starts totaled 1.35  million  in
1995, 1.48 million in 1996, 1.47 million in 1997, 1.62 million in 1998, and
increased  to  1.66  million  in 1999. The Blue  Chip  Economic  Indicators
Consensus  Forecast, dated March 10, 2000, projects 2000 housing starts  to
be  1.58 million, down slightly from 1999.  Housing starts in the Company's
primary  geographical  market, the Midwest, increased  7.9%  in  1999.  The
Company's  two  other  geographical  markets,  the  Northeast  and   South,
experienced   increases  in  1999  housing  starts  of   3.4%   and   2.5%,
respectively.  Nationally, single family housing starts, which generate the
majority  of  the Company's sales to building professionals,  increased  by
4.7% from 1.27 million starts in 1998 to 1.33 million starts in 1999.

                                    4

<PAGE> 5


   Repair  and  remodeling expenditures tend to be less cyclical  than  new
residential construction. These expenditures are generally undertaken  with
less regard to economic conditions, but both repair and remodeling projects
(including  projects undertaken by DIYers) tend to increase with increasing
sales  of  both existing and newly constructed residences.  HIRI  estimates
that   sales   of  home  improvement  products  to  repair  and  remodeling
professionals  represented $40.5 billion, or approximately 16.3%  of  total
1999 sales of the building material supply industry, while direct sales  to
DIYers amounted to $122.4 billion.


Business Strategy
-----------------

   General
   -------
   The Company's mission is to be the premier provider of building materials
and  services  and manufacturer of value-added building components  to  the
professional segments of the building and construction industry.

   The   Company  is  streamlined  and  goal-oriented,  focusing  on   the
professional  builder  and  contractor market.  The  Company  targets  five
customer groups: the production or volume builder; the custom builder;  the
tradesman;  the  repair and remodeler; and the commercial  developer.   Its
marketing  approach  encompasses  three  channels  of  distribution:  Major
Markets,  Conventional  Markets, and Wickes  Direct.   These  channels  are
supported  by  the  Company's network of building components  manufacturing
operations.   In Major Markets, the Company serves the national,  regional,
and  large local builder in larger markets with a total solutions  approach
and  specialized  services.  In Conventional Markets, the Company  provides
the  smaller  building professional in less-populous markets with  tailored
products and services.  Wickes Direct provides materials flow and logistics
management  services  to  commercial customers.  The  Company  also  serves
building  professionals  through its network of 25 component  manufacturing
facilities  that  produce value-added, wood framed wall  panels,  roof  and
floor truss systems, and pre-hung interior and exterior doors.

   The  Company announced its "Build 2003" program in 1999 as part  of  the
Company's  initiative  to build public awareness of  its  corporate  goals.
Using  1998  results as a performance baseline, management  outlined  seven
objectives it aims to achieve by the end of 2003: (1) Minimum sales  growth
of  6% annually:  the Company achieved a 19.2% sales gain in 1999 and  same
store  sales growth of 18.1%. (2) Internally manufacture 75% of wall panel,
roof  truss,  floor  deck and prehung door needs: the Company  made  steady
progress in 1999, internally producing 46% of these building components  in
1999, up from the 40% level achieved in 1998. (3) Increase EBITDA (see Part
II,  Item 6 for definition) as a percentage of net sales by a minimum  25%:
the Company generated EBITDA as a percentage of net sales (before gains  on
sale of fixed assets) of 3.80% in 1999, a strong improvement from the 3.34%


                                    5

<PAGE> 6


achieved in 1988.  (4) Improve debt-to-equity ratio and achieve 1:1 debt-to-
equity by year-end 2003: the Company improved this leverage ratio in  1999
to  a 7.2:1 ratio from 8.3:1 at the end of 1998.  (5) Generate a return  on
capital  in excess of its peer group: the Company's 14.4% return on capital
employed  in 1999 was well above the estimated 8.5% average of its publicly
traded,  building  materials  distribution  peer  group.   (6)  Extend  its
earnings  season: the Company achieved positive EBITDA of $1.6  million  in
the first quarter 1999 after reporting slightly negative EBITDA in the same
period  of  1998.  (7) Provide consistency in earnings growth: the  Company
has demonstrated seven consecutive quarters of earnings growth.

   Major Markets
   -------------
   The  Company operates in 20 Major Markets, which are served by 31  sales
and distribution facilities.  In this market group, the Company targets the
national  top  400  builders, both regional and large local  builders  with
specialized services and a total solutions approach, including  its  unique
"Frame  A  Home in A Day" program.  These facilities are designed,  stocked
and  staffed to meet the needs of the particular markets in which they  are
located.    Major  Markets  are  also  served  by  all  of  the   Company's
manufacturing facilities.

   Major  Markets  are  generally large metropolitan areas  with  favorable
growth  projections  and  are  characterized  by  the  active  presence  of
national, regional and large local builders.  The Company believes that the
building supply industry in these Major Markets remains heavily fragmented.
The Company's Major Markets programs seek to provide the large builder with
specialized  programs  and  services  that  integrate  various  methods  of
distribution.   The  Company  provides these programs  and  services  on  a
"virtual store" basis; that is, products and services may be provided  from
multiple  facilities serving the Major Market on a coordinated  basis  with
centralized  customer contact and support.  The Company invests significant
efforts  to  redefine  and improve customer service with  a  comprehensive,
total   solutions  package  of  core  building  materials,   supply   chain
management, material flow and logistics management.

   During  1997 and 1998, the company undertook the challenge of redefining
the  levels  and types of customer service it will provide as part  of  its
Major   Market   strategy  by  first  understanding   the   cost   drivers,
inefficiencies,  and  needs of the large builders  who  dominate  the  more
densely populated regions of the country.  The outcome of that research was
addressing  a clear opportunity to assist builders in reducing their  total
cost  of  production by utilizing the Company's manufacturing and logistics
expertise.

   After initiating Major Markets programs ("Target Major Markets") in four
markets  in  1997,  the  Company added these programs  in  five  additional
markets the following year.  In 1999, Wickes commenced Target Major Markets
initiatives  in  two  additional markets.  Over the next  four  years,  the
Company  will  progressively  target  additional  Major  Markets.   In  the
interim,   management  believes  that  these  markets  continue  to   offer
opportunities  for growth as a traditional building materials  supplier  as
well  as  provide  opportunities  to grow and  introduce  new,  value-added
service and product initiatives.

                                    6

<PAGE> 7


   The Company's value-added Manufacturing operations constitute an integral
component  supporting  the  Target Major Markets  strategy.   This  network
enables the Company to provide its customers with custom engineered, value-
added manufactured framing component systems.  For instance, in six markets
the  Company operates its "Frame a Home in a Day" concept.  This initiative
allows  builders  significant  cost  savings  by  completely  framing   and
sheathing  an average two-story residence in as little as one  day,  rather
than  the substantially longer period involved in traditional stick framing
methods.   In  2000,  this program will be expanded to other  Target  Major
Markets.

   The Company's operations in Major Markets contributed approximately 42.4%
of  the Company's net sales in 1999, compared to 42.0% in 1998 and 35.0% in
1997.  For the 11 Target Major Market programs in place at the end of 1999,
net 1999 sales increased approximately 27.7% over 1998 net sales.

   Conventional Markets
   --------------------
   The Company operates 70 sales and distribution facilities in small, rural
Conventional   Markets,   where  Wickes  targets   the   smaller   building
professionals such as single-family residential contractors and repair  and
re-modeler  contractors  with tailored products and  services.   Wickes  is
often the brand name of choice, as it provides a service offering mix  that
includes tool rental, specialized delivery, and installation services.  The
Company is typically the market leader in these fragmented, relatively slow
growth  markets  of  populations  generally  below  100,000.   The  Company
believes it possesses a significant competitive advantage in rural  markets
and  small  communities where it competes primarily with local, independent
lumberyards and regional building chains.

   Since  the  beginning of 1997, the Company has completed remerchandising
and remarketing programs ("Resets") in 13 sales and distribution facilities
located in Conventional Markets.  These programs include upgrading  of  the
showroom  layout and product presentation, expansion of product assortments
(typically  adding a significant number of stock keeping units, or  "SKUs")
with  a  view  towards  achieving category dominance  in  the  market,  and
increasing  service  offerings  such  as  installed  sales,  tool   rental,
specialized  delivery services and additional in-store  sales  specialists.
The   13   Conventional  Market  facilities  that  completed  Resets   have
experienced continued significant sales increases.  The Company intends  to
perform  additional  Resets  in  2000  and  future  years.   The  Company's
manufacturing operations also provide significant support for the Company's
Conventional Market sales activities, particularly through the  manufacture
of pre-hung interior and exterior doors.

                                     7

<PAGE> 8

   Wickes Direct/Wickes Construction Services
   ------------------------------------------

   Wickes  Direct focuses on the large volume needs of commercial builders,
much  of  which  is  to  be shipped directly from the manufacturer  to  the
customer's  job site.  This marketing group concentrates on  five  specific
types of commercial, wood projects: assisted care facilities, extended care
facilities, hotels/motels (three stories and under), restaurants, and multi-
family.    In   addition  to  selling  building  materials  and  engineered
components,  Wickes  Direct  provides  building  design,  value-engineering
processes, estimating, logistics, and material delivery services  to  large
customers  anywhere in the world, all accomplished without the need  for  a
physical  facility close to the customer.  Wickes Direct has project  sales
specialists  that  focus exclusively on selling building solutions  to  the
commercial developers.  Wickes Construction Services, a Wickes Direct  unit
launched  in  2000,  is a hybrid construction group that  provides  turnkey
framing  services, bids, contracts, and takeoffs, and provides installation
labor and general contractor services for Wickes Direct customers.

   Manufacturing Operations
   ------------------------
   The Company owns and operates 25 component manufacturing facilities that
supply  the  Company's  customers with higher-margin, value-added  products
such  as  framed wall panels, roof and floor trusses, and pre-hung interior
and exterior doors.  These facilities include 17 stand-alone operations  as
well  as eight additional operations that exist at the Company's sales  and
distribution   facilities.   Value-added  manufacturing  is  an   important
component  supporting  both  the Company's Major  Market  and  Conventional
Market  strategies.   In Target Major Markets, manufacturing  provides  key
support to Wickes' position as a value-added partner and its "Frame A  Home
In  A Day" concept.  In Conventional Markets, trusses, panels, and pre-hung
doors  are  sold  to  local  builders.  The  Company  believes  that  these
engineered  products  improve customer service and  provide  an  attractive
alternative  to  job-site  construction. In 1999 and 1998,  the  Company
internally manufactured  46% and 40% respectively,  by  dollar  volume, of
its  total  building  components distributed.  As resources permit, the
Company intends  to expand its manufacturing facilities to supply a greater
number of its sales and distribution facilities with these value-added
products.

   Other Initiatives
   -----------------
   Since  1997,  the Company has also initiated several other  programs  to
supplement its Major Market and Conventional Market strategies.

   The  Company's  tool rental program was developed to  rent  specialized,
professional quality tools and equipment to customers in need of  equipment
for  unique or short-term projects.  The program is designed to attract new
customers  as well as to provide the Company with an opportunity to  supply
current customers with a greater portion of their total construction needs.
The  program is currently in place in 29 sales and distribution  facilities
and will be expanded to additional facilities in 2000.

                                    8

<PAGE> 9

   The Company's installed insulation program consists of specially trained
installation  crews  using specialized equipment and  vehicles  to  install
blown  and  batt insulation in new construction or major renovations.   The
installed  insulation  program  is currently  operating  in  50  sales  and
distribution facilities and is planned to be expanded to more locations  in
2000.   Installed  insulation is one of the value-added services  that  the
Company  believes  it can cost-effectively provide to meet  its  customers'
needs.   The  Company  is  evaluating several  other  product  installation
services, including installed siding, that may be initiated in 2000.

   The Company currently has in place an internet strategy designed to provide
enhanced service levels to new and existing customers.  The Company has entered
into several partnership agreements with companies providing internet based
services to the construction industry.  Employed correctly and integrated
properly, internet technology will broaden the base of products offered and the
ability to service new and existing customers over the long-term.


Recent Restructurings and Operational Efforts
---------------------------------------------
   The  Company continuously reviews its assets and operations in an effort
to eliminate under-performing facilities and the corresponding overhead, to
reduce other costs, and to focus its efforts on its target customers.

   In  the  fourth  quarter  of 1995, the Company undertook  a  significant
restructuring program.  From that time through the end of 1997, the Company
closed or consolidated 21 building centers and consolidated three component
manufacturing   facilities.   Additionally,  the   Company   also   devoted
substantial  efforts to control overhead costs.  Beginning in  early  1997,
the Company increased sales efforts and initiated the Major Market programs
and Conventional Market remerchandising programs discussed above.

   During the first quarter of 1998, the Company implemented the 1998 Plan,
which  resulted  in  the  closing  or  consolidation  of  eight  sales  and
distribution and two manufacturing facilities in February, the sale of  two
sales  and  distribution  facilities in March, and  further  reductions  in
headquarters staffing.

      See  "Item  7.  Management's Discussion  and  Analysis  of  Financial
Condition and Results of Operations."

Acquisition Strategy
--------------------
       The   Company  intends  to  complement  its  existing  manufacturing
operations  by  acquisitions from time to time as attractive  opportunities
present  themselves.   The  Company made  four  acquisitions  of  component
facilities  during 1999. In January, the Company acquired the assets  of  a
wall  panel  manufacturer located in Cookeville, Tennessee.  In March,  the
Company acquired the assets of Porter Building Products, a manufacturer  of
trusses  and wall panels located in Bear, Delaware. In October, the Company
acquired  the  assets of  Advanced Truss Systems, Inc. of  Kings  Mountain,
North  Carolina.   Advanced Truss Systems is a manufacturer  of  engineered
wood  trusses servicing the greater Charlotte, North Carolina,  market.  In
November, the Company acquired the assets of United Building Systems,  Inc.
of  Lexington, Kentucky.  United Building Systems is a manufacturer of wall
panels and roof and floor trusses in the Lexington, Kentucky, market.

                                    9

<PAGE> 10


Markets
-------
   The  Company operates in 20 Major Markets, which are served by 31  sales
and  distribution  facilities  and  ten  manufacturing  facilities.     The
Company  also  operates  70 building centers in  less  populous  areas,  or
Conventional  Markets.   For  a further discussion  of  Major  Markets  and
Conventional Markets see "Business Strategy."

   The  following table sets forth the distribution of the Company's  sales
and  distribution facilities located in Conventional and Major  Markets  by
size of the local market:
<TABLE>
<CAPTION>
                                       Number of Sales and
                 Total               Distribution Facilities
             Households in         Conventional       Major
           Thirty Mile Radius        Markets         Markets
           ------------------        -------         -------
           <S>                       <C>             <C>
           Under 50,000                16               0
           50,000-100,000              17               0
           100,000-250,000             21              10
           250,000-500,000             13               9
           500,000 and over             3              12
                                       --              --
           Total                       70              31
                                       ==              ==
</TABLE>

   Geographical Distribution
   -------------------------
   The  Company's 101 sales and distribution facilities are located  in  23
states in the Midwest, Northeast and South.  The Company believes that  its
geographic diversity generally lessens the impact of economic downturns and
adverse  weather conditions in any one of the Company's geographic markets.
The  following  table sets forth certain information with  respect  to  the
locations of the Company's sales and distribution facilities as of February
29, 2000:


                                   10

<PAGE> 11
<TABLE>
<CAPTION>

         Midwest                    Northeast                      South
-------------------------   ---------------------------   ----------------------
             Number of                     Number of                   Number of
             Sales and                     Sales and                   Sales and
             Distribution                  Distribution                Distribution
  State      Facilities         State      Facilities         State    Facilities
  -----      ----------         -----      ----------         -----    ----------
<S>          <C>            <S>            <C>            <S>          <C>
Michigan        30          Pennsylvania       6          Alabama          3
Wisconsin       14          New York           3          Kentucky         3
Indiana         11          Maine              2          Texas            2
Ohio             5          New Hampshire      2          Florida          2
Illinois         4          Connecticut        1          Mississippi      2
Colorado         3          New Jersey         1          North Carolina   2
                            Massachusetts      1          Georgia          1
                            Maryland           1          Louisiana        1
                                                          Tennessee        1
                --                            --                          --
       Total    67                   Total    17          Total           17
                ==                            ==                          ==
</TABLE>

   Facilities Opened, Closed and Consolidated
   ------------------------------------------
   During  the first quarter of 1998, as part of the 1998 Plan, the Company
closed   or   consolidated  eight  building  centers  and   two   component
manufacturing  facilities  and  sold two other  building  centers,  all  in
Conventional  Markets.  For a further description of  the  1998  Plan,  see
"Business  Strategy."  In 1998, the Company also opened two  new  component
manufacturing  facilities  at existing sales and  distribution  sites,  and
purchased   a  third  component  manufacturing  facility  in  Indianapolis,
Indiana.  The Company also acquired four manufacturing facilities in  1999.
See "Business Strategy - Acquisition Strategy."

   The  following  table  reconciles the number of sales  and  distribution
facilities  and component manufacturing facilities operated by the  Company
at  December  31, 1994, December 30, 1995, December 28, 1996, December  27,
1997, December 26, 1998 and  December 25, 1999.


                                   11

<PAGE> 12
<TABLE>
<CAPTION>
                                  Sales and            Component
                                 Distribution        Manufacturing
                                  Facilities          Facilities
                                  ----------          ----------
<S>                               <C>                 <C>
As of December 31, 1994              130                  10
  Acquisitions                         5                   2
  Expansion                            2                  --
  Closings                           (10)                 --
  Consolidations                     (17)                 (1)
                                     ---                  --
As of December 30, 1995              110                  11

  Expansion                           --                   1
  Consolidations                      (2)                 --
                                     ---                  --
As of December 28, 1996              108                  12

  Expansion                            6                   1
  Closings                            (2)                 --
  Consolidations                      (1)                 (2)
                                     ---                  --
As of December 27, 1997              111                  11

  Expansion                           --                   2
  Acquisition                         --                   1
  Sold                                (2)                 --
  Closings                            (7)                 (2)
  Consolidations                      (1)                 --
                                     ---                  --
As of December 26, 1998              101                  12

  Expansion                                                1
  Acquisition                         --                   4
                                     ---                  --
As of December 25, 1999              101*                 17
                                     ===                  ==

*Eight additional component manufacturing facilities are located in existing
 Sales & Distribution facilities.
</TABLE>

Customers
---------
   The  Company  has  a  broad base of customers, with no  single  customer
accounting for more than 2.0% of net sales in 1999.  In 1999, 93% (compared
with  89%  in 1998) of the Company's sales were on trade credit,  with  the
remaining 7% as cash and credit card transactions.

                                   12

<PAGE> 13


   Home Builders
   -------------
   The  Company's  primary customers are single-family home  builders.   In
1999,  all home builder customers accounted for 62% of the Company's sales,
compared  with 61% in 1998.  The majority of the Company's sales  to  these
customers  are  of  high-volume commodity items, such as  lumber,  building
materials, and manufactured housing components.  The Company will  continue
its  intense  focus  on this customer segment, offering  new  products  and
developing additional services to meet their needs.

   Commercial / Multi-family Contractors
   -------------------------------------
   Wickes Direct and Wickes International concentrate on sales to commercial
contractors  (primarily those engaged in constructing motels,  restaurants,
nursing  homes, extended stay facilities, and similar projects) and  multi-
family  residential contractors.  Sales to these customers are  made  on  a
direct  ship  basis as well as through the Company's sales and distribution
facilities.   In 1999, sales to these customers accounted for approximately
19%  of  the Company's sales, compared with 17% in 1998.  During 1999,  the
Company integrated the Wickes Direct domestic program more closely with its
manufacturing operations.

   Repair & Remodelers
   -------------------
   In  1999,  R&R customers accounted for approximately 9% of the Company's
sales,  compared  with 10% in 1998.  The R&R segment consists  of  a  broad
spectrum  of  customers,  from part-time handymen to  large,  sophisticated
business  enterprises.  Some R&R contractors are involved exclusively  with
single  product application, such as roofing, siding, or insulation,  while
some  specialize in remodeling jobs, such as kitchen or bathroom remodeling
or the construction of decks, garages, or full room additions.  The Company
offers  the product and project expertise, special order capability, design
assistance,  and  credit terms to serve the widely varying  needs  of  this
diverse market.

   DIYers
   ------
   Sales to DIYers (both project and convenience) represented about 10%  of
the Company's sales in 1999, compared with 12% in 1998.  The percentage  of
sales  to DIYers varies widely from one sales and distribution facility  to
another,  based primarily on the degree of local competition from warehouse
and home center retailers.  The Company's sales and distribution facilities
do  not have the large showrooms or broad product assortments of the  major
warehouse  or  home center retailers.  For small purchases,  the  showrooms
serve as a convenience rather than a destination store.  Consequently,  the
Company's  focus on consumer business is toward project DIYers -- customers
who  are  involved  in  major projects such as building  decks  or  storage
buildings or remodeling kitchens or baths.

                                   13

<PAGE> 14


Sales and Marketing
-------------------
   The  Company  employs  a  number of marketing  initiatives  designed  to
increase  sales  and  to support the Company's goal of being  the  dominant
force  in  the  sale  of  lumber and other building materials  to  building
professionals in each of its markets.

   Building Professional
   ---------------------
   The  Company  seeks  to  establish  long-term  relationships  with  its
professional  customers by providing a higher level of customer  assistance
and  services than are generally available at independently owned  building
centers or large warehouse and home center retailers.

   The  Company  provides  a wide range of customer  services  to  building
professionals,  including  expert  assistance,  technical  support,   trade
credit,  scheduled job-site delivery, manufacture of customized components,
installed sales, specialized equipment, logistical and material flow design
and  support, and other special services.  Building professionals generally
select  building  material  suppliers based on  price,  job-site  delivery,
quality and breadth of product lines, reliability of inventory levels,  and
the availability of credit.

   For  a  description of the programs designed for and the emphasis  being
applied to professional customers in Major Markets, see " Business Strategy
- Major Markets."

   In both Conventional and Major Markets, the Company's primary link to the
building  professional  market  is its  experienced  sales  staff.   As  of
February   29,   2000  the  Company's  approximately  407   outside   sales
representatives  ("OSRs")  are commissioned sales  persons  who  work  with
professional customers on an on going basis at the contractors'  job  sites
and  offices.   Typically,  a  sale  to a  contractor  is  made  through  a
competitive  bid  prepared  by the OSR from plans  made  available  by  the
contractor.  From these plans, the OSR or sales support associate  prepares
and provides to the contractor a bid and a complete list, or "take-off," of
the  materials required to complete the project.  Preparation of a take-off
requires  significant  time  and effort by trained  and  experienced  sales
representatives and support associates.  The Company has equipped  most  of
its  sales  and  distribution facilities with a computerized  system  which
significantly reduces the time required to prepare take-offs.  In addition,
this  system instantly recalculates changes and automatically includes add-
on  products  needed  to  complete the project,  which  generally  improves
productivity,  sales and margins.  The ability of the sales  representative
to provide prompt and accurate take-offs, to arrange timely deliveries, and
to  provide  additional products or services as necessary is  an  important
element  of the Company's marketing strategy and distinguishes the  Company
from many of its competitors.

   As  of  February  29, 2000 the Company currently employs  128  specialty
salespeople  in  its sales and distribution facilities who  provide  expert
advice  to customers in project design, product selection and applications.

                                   14

<PAGE> 15


A  staff of 40 trained R&R sales specialists offer special services to  R&R
contractors  equivalent to that accorded home builders.   In  many  of  its
sales  and  distribution  facilities, the Company  maintains  separate  R&R
offices.  The Company currently has kitchen and bath departments in most of
its  sales  and distribution facilities and has a staff of 80  kitchen  and
bath  specialists.   The  Company  also  employs  8  specialists  in  other
departments.

   The  Company extends credit, generally due on the 10th day of the  month
following  the  sale, to qualified and approved contractors.  Approximately
93%  of  the Company's sales during 1999 were on credit, with the remaining
7% consisting of cash or credit card sales, including approximately 0.6% of
sales on the Company's private label credit card.  Overall credit policy is
established  at  the  corporate level, with  each  sales  and  distribution
facility  manager  and  a  district  credit  manager  responsible  for  the
administration and collection of accounts.  The accounts are generally  not
collateralized, except to the extent the Company is able to take  advantage
of  the favorable materialmen's lien laws of most states applicable in  the
case of delinquent accounts.

   The Company operates a fleet of 859 delivery vehicles as of February 29,
2000,  to  provide job-site deliveries of building materials  scheduled  to
coordinate with project progress, including 87 specialized delivery  trucks
equipped  for  roof-top or second story delivery, 102 specialized  millwork
delivery   vehicles,  47  vehicles  designed  for  installation  of   blown
insulation,  and  49 vehicles equipped with truck-mounted  forklifts.   The
Company  will  continue to add these specialized vehicles to other  markets
where there is sufficient demand for such services.

   Over the past several years, the Company has installed and will continue
to increase its base of computer-aided design hardware and software.  These
systems   include  design  and  take-off  software  for  kitchens,   decks,
outbuildings,   additions   and   houses.    With   these   tools,    sales
representatives  and  specialists  are  able  to  provide  customers   with
professional-quality plans more efficiently.

   In 1997, the Company began an equipment rental program at 25 of its sales
and  distribution  facilities.   Under  this  program,  the  Company  rents
specialized, professional quality tools and equipment to customers in  need
of  equipment for unique or short-term projects.  The program is  currently
in  place  in  29 sales and production facilities and will be  expanded  to
additional facilities in 2000.

   In  1997,  the  Company  also  began its installed  insulation  program.
Through  the  use of specialized equipment and vehicles and  its  specially
trained  installation crews, the Company installs blown and batt insulation
in  new  or  existing  construction.  There  are  currently  50  sales  and
distribution facilities that offer this service.

   The  Company's internet site on the World Wide Web provides  information
about  Wickes'  services  and  products, facilitates  doing  business  with
customers, allows customers to look up their own transactional information,

                                   15

<PAGE> 16


and  features  extensive links to suppliers and other industry  references.
The Company's home page can be found on the web at: http://www.wickes.com.

   The Company advertises in trade journals and produces specialized direct
mail  promotional materials designed to attract specific target  customers.
The  Company  does  some select newspaper advertising,  which  may  include
circulars  and  run-of-press advertisements.  It also has numerous  product
displays  in  its  sales and distribution facilities to  highlight  special
products and services.

   To  increase customer loyalty and strengthen customer relationships, the
Company,  in  many cases with vendor support, sponsors or  participates  in
numerous   special  marketing  activities,  such  as  trade  show   events,
informational  product seminars, various outings, and professional  builder
trips.

   DIYers
   ------
   Most  sales  and  distribution facilities,  primarily  building  centers
located  in  Conventional  Markets, also pursue  sales  to  project  DIYers
through  their staff of specially-trained inside sales representatives  and
specialists.    These  representatives  provide  professional   advice   to
consumers  for  home  improvement projects and assist  these  customers  in
designing  specific projects with sophisticated computer  design  software.
The  sales  representatives  can  also  provide  a  comprehensive  list  of
materials  and  detailed drawings to assist customers in  completing  their
projects.   The Company believes that project DIYers are attracted  to  its
sales and distribution facilities by this high level of service.

   The Company's showrooms generally feature product presentations such  as
kitchen,  bath, door and window displays.  The showrooms are regularly  re-
merchandised  to  reflect product trends, service improvements  and  market
requirements.   During 1997 and 1998 the Company completed Resets  in  five
and six, respectively, of its sales and distribution facilities' showrooms.
During  1999,  the Company completed additional Resets in  two  facilities.
For  those centers that completed Resets during 1997 and 1998, the  Company
has  experienced sales increases of approximately 22% and 9%, respectively,
in  the  12-month  period following completion of  the  Reset.   Additional
showroom improvements are contemplated for 2000 and future years.

   While  the  Company's product offerings in hardlines are generally  more
limited than its consumer-oriented competitors, the Company stocks a larger
selection  of  commodity products and offers a special  order  program  for
custom  or  specialty products.  The Company emphasizes  project  packages,
which  include all materials and detailed instructions for the assembly  of
the larger projects frequently undertaken by project DIYers.

                                   16

<PAGE> 17


Products
--------
   To  provide  its  customers with the quality products needed  to  build,
remodel  and  repair  residential and commercial  properties,  the  Company
offers  a wide variety of building products, totaling approximately  63,000
SKUs Company wide and the ability to special order additional products. The
Company  believes that these special order services are extremely important
to  its  customers,  particularly  the  building  professional.   In  1999,
approximately  31%  of  the Company's sales were of  special  order  items,
compared  with  32% in 1998.  Each of the Company's sales and  distribution
facilities tailors its product mix to meet the demands of its local market.
Approximately  5,500 SKUs are typically stocked in a particular  sales  and
distribution facility.

   The  Company  categorizes its products into four groups: Commodity  Wood
Products  --  lumber, plywood, treated lumber, sheathing, wood  siding  and
specialty  lumber;  Building  Products --  roofing,  vinyl  siding,  doors,
windows, mouldings, drywall and insulation; Hardlines -- hardware products,
paint,  tools, kitchen and bathroom cabinets, plumbing products, electrical
products,  light  fixtures  and floor coverings; and  Manufactured  Housing
Components  --  roof  and  floor trusses, and interior  and  exterior  wall
panels.   Commodity  Wood  Products,  Building  Products,  Hardlines,   and
Manufactured  Housing  Components  represented  37%,  34%,  10%  and   19%,
respectively, of the Company's sales for 1999 and 44%, 36%,  10%  and  10%,
respectively, of sales for 1998.


Manufacturing
-------------
   The Company owns and operates 25 component manufacturing facilities that
supply  the  Company's  customers with higher-margin, value-added  products
such  as  framed wall panels, roof and floor trusses, and pre-hung interior
and exterior doors.  These facilities include 17 stand alone operations  as
well  as eight additional operations that exist at the Company's sales  and
distribution facilities.  These manufacturing operations enable the Company
to  serve the needs of its professional customers for such quality, custom-
made  products.   In 1999, the Company's manufacturing operations  supplied
approximately  46% of the pre-hung doors, roof trusses,  wall  panels,  and
floor  decks  sold by the Company. The Company believes that  these  value-
added,  engineered  manufactured  products  improve  customer  service  and
provide  an  attractive alternative to job-site construction. As  resources
permit,  the Company plans to expand its manufacturing facilities  to  take
advantage  of these increased opportunities and to supply a greater  number
of its sales and distribution facilities with these products.
                                   17

<PAGE> 18

Suppliers and Purchasing
------------------------
   The  Company  purchases its products from numerous vendors.   The  great
majority  of  commodity  items are purchased directly  from  manufacturers,
while   the  remaining  products  are  purchased  from  a  combination   of
manufacturers,  wholesalers  and other intermediaries.   No  single  vendor
accounted  for more than 4.4% of the Company's purchases in 1999,  and  the
Company  is not dependent upon any single vendor for any material  product.
The  Company  believes  that  alternative sources  of  supply  are  readily
available for substantially all of the products it offers.

   The great majority of the Company's commodity purchases are made on  the
basis  of  individual  purchase orders rather than  supply  contracts.   In
certain product lines, though, the Company has negotiated some advantageous
volume  pricing  agreements for a portion of the product line's  purchases.
Because  approximately 34% of the Company's average inventory  consists  of
commodity  wood  products and manufactured housing  components,  which  are
subject  to  price volatility, the Company attempts to match its  inventory
levels  to  short-term demand in order to minimize its  exposure  to  price
fluctuations.   In addition, the Company enters into futures  contracts  to
hedge  longer  term  pricing commitments.  The  Company  has  developed  an
effective  coordinated purchasing program that allows it to minimize  costs
through  volume  purchases, and the Company believes that  it  has  greater
purchasing  power than many of its smaller, local independent  competitors.
The  Company  seeks to develop close relationships with  its  suppliers  in
order to obtain favorable pricing and service arrangements.

   The Company's computerized inventory tracking and forecasting system, as
part  of  its  inventory  replenishment system, is designed  to  track  and
maintain  appropriate  levels of products at each  sales  and  distribution
facility.    These   systems   have  increased  the   Company's   operating
efficiencies by providing an automated inventory replenishment system.

   The  Company has active rail sidings at 60 of its sales and distribution
and manufacturing facilities, enabling suppliers to ship products purchased
by  the  Company  directly to these facilities by rail.  The  Company  also
utilizes  one  distribution  center owned by  a  third  party,  located  in
Chicago,  Illinois,  through which approximately 2% of the  Company's  wood
products inventory is delivered.


Seasonality
-----------
   Historically, the Company's first quarter and, occasionally, its  fourth
quarter  are  adversely affected by weather patterns  in  the  Midwest  and
Northeast,  that  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 weather conditions.   See  "Item  7.
Management's Discussion and Analysis of Financial Condition and Results  of
Operations."

                                   18

<PAGE> 19


Competition
-----------
   The  building  material  industry is highly  competitive.   Due  to  the
fragmented  nature  of the industry, the Company's competitive  environment
varies by location and by customer segment.  Reduced levels of construction
activity  have,  in  the past, resulted in intense price competition  among
building  material  suppliers that has, at times,  adversely  affected  the
Company's gross margins.

   Within the building professionals market, the Company competes primarily
with  local  independent  lumber  yards and  regional  and  local  building
material chains.  Building professionals generally select building material
suppliers based on price, job site delivery, quality and breadth of product
lines,  reliability  of inventory levels, and the availability  of  credit.
The  Company  believes that it competes favorably on each of  these  bases.
The  Company  believes that it has a significant competitive  advantage  in
rural  markets  and  small  communities,  conventional  markets,  where  it
competes  primarily with local independent lumber yards, regional  building
material  chains,  and, to a lesser extent, with national  building  center
chains  and  warehouse  and home center retailers, which  generally  locate
their  units in more densely populated areas.  In Major Markets the Company
believes that its total package of services and ability to serve the  large
builder provides it with a competitive advantage.


Environmental and Product Liability Matters
-------------------------------------------
   Many  of  the  sales and distribution facilities presently and  formerly
operated  by  the  Company contained underground petroleum  storage  tanks.
Other  than  tanks  at  one acquired facility, recently  installed  and  in
compliance  with  modern standards, all such tanks  known  to  the  Company
located on facilities owned or operated by the Company have been filled  or
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 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  $2.0  million  of costs, net  of  insurance  and  regulatory
recoveries, with respect to the filling or removing of underground  storage
tanks  and  related  investigatory  and  remedial  actions.   Insignificant
amounts of contamination have been found on excess properties sold over the
past five years.

   The Company has been identified as a potential responsible party in  two
Superfund  landfill clean up sites.  Based on the amounts claimed  and  the
Company's prior experience, it is expected that the Company's liability  in
these two matters will not be material.

                                    19

<PAGE> 20


   For  information  concerning  certain  litigation  concerning  products
containing asbestos or silica dust, see "Item 3.  Legal Proceedings."

   Although the Company has not expended material amounts in the past eleven
years  with  respect to the foregoing, and expenditures in the most  recent
five years have been significantly reduced, there can be no assurances that
these  matters will not give rise to additional compliance and other  costs
that could have a material adverse effect on the Company.


Employees
---------
   As  of February 29, 2000, the Company had approximately 4,515 employees,
of  whom 3,989 were employed on a full-time basis.  The number of employees
generally  fluctuates consistent with the seasonal nature of the  Company's
business.   The Company believes that it has maintained favorable relations
with  its  employees.  None of the Company's employees  are  covered  by  a
collective bargaining agreement.


Trademarks and Patents
----------------------
   The Company has no material patents, trademarks, licenses, franchises, or
concessions  other  than  the  name "Wickes  Lumber"  and  the  "Flying  W"
trademark.


                        __________________________


   Forward-looking statements in this Item 1 are made pursuant to the  safe
harbor provisions of the Private Securities Litigation Reform Act of  1995.
There  are  certain  important factors that could cause results  to  differ
materially  from  those anticipated by the forward-looking statements  made
above.  These statements are based on the current plans and expectations of
the  Company and readers are cautioned that all forward-looking  statements
involve  risks and uncertainty.  Among the factors that could cause  actual
results to differ materially are the following:  effects of seasonality and
cyclicality   discussed   under  the  headings  "Industry   Overview"   and
"Seasonality";  effects of competition; interest rates  and  the  Company's
ability  to  service and comply with the terms of its debt; lumber  prices;
the success of the Company's operational inititiatives; and the outcome  of
the  contigencies  discussed  in  Note  8  of  the  Company's  Consolidated
Financial Statements included elsewhere herein.

                                   20

<PAGE> 21

Item 2.  PROPERTIES.
--------------------
   The  Company's 101 sales and distribution facilities are located  in  23
states,  with 67 in the Midwest, 17 in the Northeast and 17 in  the  South.
See  "Item  1.   Business  -  Markets."   The  Company  believes  that  its
facilities  generally  are in good condition and will  meet  the  Company's
needs in the foreseeable future.

   The Company's Conventional Market building centers generally consist of a
showroom  averaging 9,600 square feet and covered storage averaging  38,400
square  feet.  The Company's sales and distribution facilities  located  in
Major  Markets tend to be more specialized.  Since the beginning  of  1997,
the  Company  has completed Resets in 13 sales and distribution  facilities
located  in  Conventional  Markets. The Company's  sales  and  distribution
facilities  are situated on properties ranging from 1.0 to 28.2  acres  and
averaging  9.3  acres.  The Company also operates 17 stand-alone  component
manufacturing facilities, which have an average of 40,300 square feet under
roof on 6.9 acres.

   The  Company owns 84 of its sales and distribution facilities and 82  of
the sites on which such facilities are located.  The remaining 17 sales and
distribution facilities and 19 sites are leased.  As of December 25,  1999,
the  Company also held for sale the assets of  7 closed facilities with  an
aggregate  book  value  of  $2.5 million.  In addition  to  its  sales  and
distribution  facilities,  the Company operates  17  stand-alone  component
manufacturing  plants, 12 of which are owned sites and 5 of  which
are  on  leased sites.  Eight additional plants are located  on  sales  and
distribution facility sites.

   The  Company  also  owns or leases a large fleet  of  trucks  and  other
vehicles, including vehicles specialized for the delivery of certain of the
Company's   products.   As  of  February  29,  2000,  the  fleet   included
approximately 194 heavy duty trucks, 87 of which provide roof-top or second
story delivery and 49 other vehicles equipped with truck mounted forklifts,
516  medium  duty  trucks,  568  light duty  trucks  and  automobiles,  574
forklifts,  102  specialized millwork delivery vehicles,  and  47  vehicles
equipped to install blown insulation.

   The  Company leases its corporate headquarters, a portion  of  which  is
subleased, located at 706 North Deerpath Drive in Vernon Hills, Illinois.


Item 3.  LEGAL PROCEEDINGS.
---------------------------
   The Company has been identified as a potential responsible party in  two
Superfund landfill clean up sites.  In Browning-Ferris Industries, et al v.
                                       ------------------------------------
Richard  Ter Maat, et al. v. Wickes Lumber Company, et al., Case No.  92  C
---------------------------------------------------------------------------
22059 filed in the United State District Court for the Northern District of
-----
Illinois,  Wickes  has  been named as a potentially responsible  party  for
cleanup of the MIG-DeWanne Landfill located in Boone County, Illinois.  The
Company has also received notification from the United States Environmental
Protection Agency regarding cleanup of the Adams/Quincy Landfills #2  &  #3
located  in  Quincy,  Illinois.   Based on  the  amounts  claimed  and  the
Company's prior experience, it is expected that the Company's liability  in
these two matters will not be material.

                                   21

<PAGE> 22


   The Company is one of many defendants in two class action suits filed in
August of 1996 by approximately 200 claimants for unspecified damages as  a
result  of  health  problems claimed to have been caused by  inhalation  of
silica dust, a byproduct of concrete and mortar mix, allegedly generated by
a  cement  plant with which the Company has no connection other than  as  a
customer.   Librado  Amador,  et al. v. Alamo  Concrete  Products  Limited,
            ---------------------------------------------------------------
Wickes  Lumber  Company, et al., Case No. 16696, was  filed  in  the  229th
-----------------------------------------------
Judicial District Court of Duval County, Texas.   Javier Benavides, et  al.
                                                  -------------------------
v. Magic Valley Concrete, Inc., Wickes Lumber Company, et al., Case No. DC-
---------------------------------------------------------------------------
96-89   was  filed  in the 229th Judicial District Court of  Starr  County,
-----
Texas.   The  Company  has entered into a cost-sharing agreement  with  its
insurers, and any liability is expected to be minimal.

   The Company is one of many defendants in approximately 145 actions, each
of  which  seeks  unspecified  damages, in various  Michigan  state  courts
against  manufacturers and building material retailers by  individuals  who
claim to have suffered injuries from products containing asbestos. Each  of
the  plaintiffs  in these actions is represented by one of two  law  firms.
The  Company  is aggressively defending these actions and does not  believe
that  these  actions will have a material adverse effect  on  the  Company.
Since  1993,  the Company has settled 16 similar actions for  insignificant
amounts, and another 186 of these actions have been dismissed.

   The Company is involved in various other legal proceedings which  are
incidental  to  the  conduct of its business. Certain of these  proceedings
involve potential damages for which the Company's insurance coverage may be
unavailable.  While  the  Company  does  not  believe  that  any  of  these
proceedings will have a material adverse effect on the Company's  financial
position, results of operations or liquidity, there can be no assurance  of
this.

   The Company's assessment of the matters described in this Item 3 are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform  Act of 1995 and are inherently subject to uncertainty.  The outcome
of  the  matters  described in this Item 3 may differ  from  the  Company's
assessment  of  these matters as a result of a number of factors  including
but  not  limited to:  matters unknown to the Company at the present  time,
development  of losses materially different from the Company's  experience,
the  Company's  ability  to prevail against its insurers  with  respect  to
coverage issues to date, the financial ability of those insurers and  other
persons  from  whom  the  Company may be entitled  to  indemnity,  and  the
unpredictability of matters in litigation.

                                   22

<PAGE> 23

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
-------------------------------------------------------------
  None.







                                    23

<PAGE> 24
                                  PART II
                                  -------

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

   The  Company's  Common  Stock is authorized for trading  on  the  Nasdaq
National  Market under the trading symbol "WIKS."  As of February 29,  2000
there   were  8,226,640  shares  outstanding  held  by  approximately   130
shareholders of record.

   The following table sets forth for the periods indicated the high and low
sale  prices  for  the  Company's Common Stock as reported  on  the  NASDAQ
National Market System.  Prices do not include retail markups, markdowns or
commissions.
<TABLE>
<CAPTION>
          Three Months Ended              High         Low
          ------------------              ----         ---
          Fiscal 1999
          -----------
          <S>                           <C>         <C>
          March 27                      $ 5.188     $ 3.750
          June 26                         6.250       3.188
          September 25                    6.813       4.250
          December 25                     6.750       4.688

          Fiscal 1998
          -----------
          March 28                      $ 4.625     $ 3.000
          June  27                       10.250       3.938
          September 26                    6.438       2.500
          December 26                     5.000       2.500
</TABLE>

   The Company has not declared or paid any dividends on Common Stock in the
past  three  years  and has no present intention to pay cash  dividends  on
Common  Stock  in  the foreseeable future.  The Company's revolving  credit
facility  prohibits cash dividends on Common Stock, and the trust indenture
related  to the Company's 11-5/8% senior subordinated notes restricts  cash
dividends  on  Common  Stock.   See "Item 7.  Management's  Discussion  and
Analysis of Financial Condition and Results of Operations."


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 in the period ended December 25, 1999.  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.

                                   24

<PAGE> 25
<TABLE>
<CAPTION>

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


                                      Dec. 25,      Dec. 26,      Dec. 27,      Dec. 28,      Dec. 30,
                                        1999          1998          1997          1996          1995
                                        ----          ----          ----          ----          ----
Income Statement Data:
---------------------
<S>                                 <C>           <C>           <C>           <C>           <C>
  Net sales                         $1,084,633    $  910,272    $  884,082    $  848,535    $  972,612
  Gross profit                         253,643       215,472       203,026       189,463       220,812
  Selling, general and
      administrative expense           214,581       186,853       185,385       162,329       194,629
  Depreciation, goodwill and
    trademark amortization               6,473         5,253         4,863         5,367         5,882
  Provision for doubtful accounts        1,724         2,915         1,707         1,067         6,482
  Other operating income                 5,768         6,837        10,689         6,796         5,831
  Restructuring and unusual items (1)        -         5,932          (559)          745        17,798
  Income from operations                36,633        21,356        22,319        26,751         1,852
  Interest expense (2)                  23,302        21,632        21,417        21,750        24,351
  Equity in loss of affiliated company       -             -         1,516         3,183         3,543
  Income (loss) before income taxes     13,331          (276)         (614)        1,818       (26,042)
  Income taxes                           1,283         1,019         1,099         1,010         1,353
  Deferred tax expense (benefit)         4,460          (330)         (153)          300       (11,796)
  Net income (loss)                      7,588          (965)       (1,560)          508       (15,599)
  Ratio of earnings to fixed charges (3)  1.48             -             -          1.08             -
  Interest coverage (4)                   1.97          1.32          1.36          1.61          0.35
  Adjusted interest coverage (5)          1.97          1.61          1.33          1.65          1.15

Per Share Data:
--------------
  Earning (loss) per common share -
     basic                               $0.92        ($0.12)        (0.19)        $0.07        ($2.54)
  Weighted average common shares -
     basic                           8,216,265     8,197,542     8,168,257     7,207,761      6,135,610
  Earning (loss) per common share -
     diluted                             $0.91        ($0.12)       ($0.19)        $0.07         ($2.54)
  Weighted average common shares -
     diluted                         8,330,571     8,197,542     8,168,257     7,221,082      6,135,610

Operating and Other Data:
------------------------
  EBITDA (6)                           $43,106       $26,609       $27,182       $32,118    $     7,734
  Adjusted EBITDA (7)                   43,106        32,541        26,623        32,863         25,532
  Cash interest expense (8)             21,792        20,185        20,016        19,969         22,266
  Depreciation and amortization          6,473         5,253         4,863         5,367          5,882
  Deferred financing cost amortization   1,510         1,447         1,401         1,781          2,085
  Capital expenditures                   8,624         5,854         7,758         2,893          7,538
  Same store sales growth (9)             18.1%          9.0%          4.7%        (6.4%)         (3.8%)
  Building centers open at end of period   101           101           111           108            110
  Net cash (used in) provided by
     operating activities              (11,245)        2,627       (24,554)       18,710         15,862
  Net cash (used in) provided by
     investing activities              (17,597)       (1,623)        6,040         2,410        (10,277)
  Net cash provided by (used in)
     financing activities               28,849        (1,018)       16,660       (19,274)        (7,535)

Balance Sheet data (at period end):
----------------------------------
  Working capital                    $ 162,523      $135,345     $ 134,459      $116,771      $ 139,622
  Total assets                         334,009       292,183       283,352       272,842        302,515
  Total long-term debt, less
     current maturities                220,742       191,961       193,061       176,376        205,221
  Total stockholders' equity            30,819        23,148        24,001        25,499         15,129
</TABLE>
                                   25
<PAGE> 26


               Notes to Selected Consolidated Financial Data
               ---------------------------------------------

(1)  During  the  first quarter of 1998, the Company implemented  the
     1998  Plan  which  resulted in the closing or consolidation  of  eight
     sales  and  distribution and two manufacturing facilities in February,
     the  sale  of  two  sales and distribution facilities  in  March,  and
     further reductions in headquarters staffing.  As a result of the  1998
     Plan,  the Company recorded a restructuring charge of $5.4 million  in
     the  first  quarter and an additional charge of $0.5  million  in  the
     third quarter.  In 1997, the Company recorded a $0.6 million credit as
     a  result  of  finalizing the 1995 restructuring plan.  In  1995,  the
     Company  recorded a $17.8 million charge relating to a plan to  reduce
     the  number of operating building centers, the corresponding  overhead
     to support those centers identified, strengthen its capital structure,
     and other unusual items.  The 1995 restructuring plan was adjusted  in
     1996  by  an  additional charge of $0.7 million. In 1994, the  Company
     recorded  a  $2.0  million  charge  primarily  as  a  result  of   its
     headquarters cost reduction plan.

(2)  Interest expense includes cash interest expense and amortization
     of deferred financing costs  (see note 8 below).

(3)  For purposes of computing this ratio, earnings consist of income
     (loss)  before income taxes and fixed charges.  Fixed charges  consist
     of  cash  interest expense, 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  $0.3  million,
     $0.8 million, and $37.8 million for the years ended December 26, 1998,
     December 27, 1997 and December 30, 1995, respectively.

(4)  For purposes of computing this ratio, earnings consists of EBITDA
     (as  defined  in  note  6 below), which is divided  by  cash  interest
     expense (as defined in note 8 below).

(5)  For  purposes  of  computing this ratio,  earnings  consists  of
     Adjusted EBITDA (as defined in note 7 below), which is divided by cash
     interest expense (as defined in note 8 below).

(6)  EBITDA represents income (loss) before income taxes,  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  and  may  not  be
     comparable to similarly titled measures reported by other companies.

(7)  Adjusted EBITDA represents EBITDA (as defined in note  6  above)
     adjusted to exclude restructuring and unusual items and is used in the

                                   26
<PAGE> 27

     adjusted  interest  coverage ratio to reflect debt service  capability
     before  the  effect  of  these restructuring and  unusual  items,  and
     provides an additional measure of debt service capability for  ongoing
     operations.

(8)  Cash  interest expense consists of interest expense less  amortization
     of  deferred  financing costs.  The following table  details  interest
     expense, cash interest expense, and interest paid for each of the five
     years ended December 25, 1999 (in thousands).

<TABLE>
<CAPTION>
                             1999       1998       1997      1996      1995
                             ----       ----       ----      ----      ----
<S>                       <C>        <C>        <C>       <C>       <C>
Interest expense          $23,302    $21,632    $21,417   $21,750   $24,351
Less:
 Amortization of deferred
      financing   costs     1,510      1,447      1,401     1,781     2,085
                          -------    -------    -------   -------   -------
Cash interest expense      21,792     20,185     20,016    19,969    22,266

Decrease (increase) in
   accrued  interest       (  289)       700       (225)      403       557
                          -------    -------    -------   -------   -------

Interest paid              $21,503   $20,885    $19,791   $20,372   $22,823
                          ========   =======    =======   =======   =======
</TABLE>

(9)Same  store  sales growth data reflects average sales for  sales  and
  distribution  facilities and other facilities that were operated  by  the
  Company  throughout both the current and  previous year.   The  following
  table lists, by year, the number of locations that were included in  this
  calculation:

                    Year      No. of Facilities
                    ----      -----------------
                    1999           101
                    1998           101
                    1997           107
                    1996           101
                    1995           101

     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.

                                   27
<PAGE> 28


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>
<CAPTION>
                                               Years Ended
                                               -----------

                                     Dec 25,     Dec. 26,    Dec. 27,
                                       1999         1998        1997
                                       ----         ----        ----
     <S>                              <C>          <C>         <C>
     Net sales                        100.0%       100.0%      100.0%
     Gross profit                      23.4         23.7         23.0
     Selling, general and
       administrative expense          19.8         20.5         21.0
     Depreciation, goodwill and
       trademark amortization           0.6          0.6          0.6
     Provision for doubtful accounts    0.2          0.3          0.2
     Restructuring and unusual items    0.0          0.7         (0.1)
     Other operating income            (0.5)        (0.7)        (1.2)
     Income from operations             3.4          2.3          2.5
</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,
weather,  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, occasionally, 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 weather conditions. Weather conditions in 1997 and  1999
were  relatively  normal throughout the year. During the first  quarter  of
1998,  the  Company  experienced  mild winter  weather  conditions  in  the

                                   28
<PAGE> 29

Company's   Midwest  region,  which  was  partially  offset  by   increased
precipitation in the Northeast and South.

   The following table contains selected unaudited quarterly financial data
for  the years ended December 25, 1999, December 26, 1998 and December  27,
1997.   Quarterly  earnings/(loss) per share  may  not  total  to  year-end
earnings/(loss)  per  share due to the issuance  of  additional  shares  of
Common Stock during the course of the year.
<TABLE>
<CAPTION>
                         QUARTERLY FINANCIAL DATA
                         ------------------------
                            Three Months Ended
                            ------------------
           (in millions, except per share data and percentages)

                                                                  Basic / Diluted
                          Net Sales as a                           Net Earnings/
                           % of Annual      Gross     Net Income     (Loss)per
               Net Sales    Net Sales       Profit      /(Loss)    Common Share
               ---------    ---------       ------      -------    ------------
<S>             <C>         <C>             <C>         <C>        <C>
1999
  March 27      $191.1        17.6%         $45.9        $(3.3)    $(.40)/(.40)
  June 26        288.7        26.6           66.3          3.6       .44 / .43
  September 25   325.4        30.0           73.8          5.0       .61 / .61
  December 25    279.4        25.8           67.6          2.2       .27 / .26

1998
  March 28      $168.8        18.5%         $41.0        $(6.8)    $(.83)/(.83)
  June 27        237.1        26.1           56.1          2.8       .34/.34
  September 26   261.1        28.7           60.2          2.3       .28/.28
  December 26    243.3        26.7           58.2          0.7       .09/.09

1997
  March 29      $159.3        18.0%         $36.9        $(5.2)    $(.63)/(.63)
  June 28        237.3        26.9           54.3          1.3       .16/.16
  September 27   266.3        30.1           60.3          1.8       .22/.22
  December 27    221.1        25.0           51.5          0.5       .06/.06
</TABLE>

   In 1998, the Company recorded a charge of $5.9 million for restructuring
and  unusual items. In 1997, the Company recorded a benefit of $0.6 million
for  restructuring  and unusual items.  For additional information  on  the
restructuring and unusual items charge, see Note 3 of Notes to Consolidated
Financial  Statements included elsewhere herein.  In the fourth quarter  of
1997, the Company recorded a gain of $4.5 million on the sale of six pieces
of  real estate.  In the fourth quarter of 1998, two pieces of real  estate
were  sold for gains of $0.4 million.  Gains or losses on the sale of  real
estate are recorded under other operating income.

   The  Company has historically generated approximately 15% to 20% of  its
annual revenues during the first quarter of each year, and the Company  has

                                   29
<PAGE> 30

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.

                        ___________________________


   This  Item 7 contains statements which, to the extent that they are  not
recitations of historical fact, constitute Forward Looking Statements  that
are  made  pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and are inherently subject to uncertainty.  A
number  of  important  factors  could  cause  the  Company's  business  and
financial  results and financial condition to be materially different  from
those  stated in the Forward Looking Statements.  For a discussion of these
matters, see the last paragraph of Item 1 of this report.


1999 Compared with 1998
-----------------------

  Net Sales
  ---------

   Net  sales  for  1999 increased $174.4 million, or  19.2%,  to  $1,084.6
million  from  $910.3  million in 1998. Sales for all  facilities  operated
throughout  both  years ("same store") increased 18.1%.  During  1999,  the
Company  experienced a 22.1% increase in same store sales  to  its  primary
customer  segment, the professional home builder, and a 30.8%  increase  in
same store sales to commercial builders.  Consumer sales declined  0.2%  on
a same store basis.

   Total  housing starts in the United States increased 3.0% in  1999,  and
starts in the Company's primary geographical market, the Midwest, increased
approximately  7.9%.  The  Company's two other  geographical  markets,  the
Northeast  and South, experienced increases of 3.4% and 2.5%, respectively.
Nationally,  single family housing starts, which generate the  majority  of
the  Company's sales to building professionals, experienced an increase  of
4.7%  in  1999, from 1.27 million starts in 1998 to 1.33 million starts  in
1999.

   Sales  at  its  Target Major Markets increased 28% in  1999.   Sales  at
Conventional  Resets  completed  in 1997 and  1998  increased  22%  and  9%
respectively in the 12 month period following completion of the reset.

  The Company estimates that inflation in lumber prices positively affected
1999 sales by approximately $44.3 million, when compared with lumber prices
during 1998.
                                   30
<PAGE> 31


  Gross Profit
  ------------

   Gross  profit  increased $38.2 million to 23.4% of net  sales  for  1999
compared  with 23.8% of net sales for 1998.  The increase in  gross  profit
dollars  is  primarily due to increased sales, improved product  costs  and
increased  margins  on  internally manufactured  products.   In  the  third
quarter of 1998, the Company recorded a charge of $0.8 million as a  result
of an exchange of clearance merchandise for barter credits.  The decline in
gross  profit percentage was primarily the result of the effects  of  rapid
lumber inflation that occurred during the second and third quarters of 1999
as well as a continued shift in sales mix to professional builders.

   The  Company estimates that lumber inflation in 1999, when compared with
1998  price  levels,  increased gross profit dollars by approximately  $7.1
million. The percent of Company sales attributable to professional builders
increased  to  89.9%  for 1999 compared with 87.9% for  1998.  The  Company
anticipates  that  its increased focus on internally manufactured  building
components  will  likely  offset the additional pressure  on  gross  margin
created by the increased emphasis on sales to the professional builder.

  Selling, General, and Administrative Expense
  --------------------------------------------

   In 1999, selling, general, and administrative expense ("SG&A") decreased
as  a  percent  of net sales to 19.8% compared with 20.5% of net  sales  in
1998.  Much of this improvement is attributable to expense  reductions as a
result  of  the  Company's  1998 Plan and the completion  of  most  of  the
Company's remerchandising programs during or prior to the end of the second
quarter  of 1998.  In addition, operating leverage achieved as a result  of
significant  sales growth also contributed to the decline as a  percent  of
sales.

   The  Company  experienced decreases from 1998 to 1999, as a  percent  of
sales,  in  salaries and wages, travel, general office expenses, utilities,
rent,  marketing, delivery and administrative expenses which were partially
offset  by  increased  maintenance, employee benefits and  other  insurance
costs.   Improvements in the administration of vacation pay resulted  in  a
$1.0 million, or 0.1% of sales, improvement in SG&A expenses for 1999.  The
Company anticipates similar improvements during 2000 as a result to  policy
changes related to hourly and salary vacation vesting.


  Depreciation, Goodwill and Trademark Amortization
  -------------------------------------------------

   Depreciation,  goodwill and trademark amortization costs increased  $1.2
million  in  1999  compared with 1998.  This increase is primarily  due  to
depreciation  on manufacturing facility acquisitions, rental equipment  and
capital  improvements made as a result of the Company's  major  market  and
remerchandising programs.
                                   31
<PAGE> 32

  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.  Provision  for
doubtful  accounts  decreased to $1.7 million or 0.2% of  sales  from  $2.9
million  or  0.3%  of  sales for 1998.  While the  Company  did  experience
several  large write-offs during 1998 and 1999, the results  were  in  line
with its historical average of approximately 0.3% of sales.

  Restructuring and Unusual Items
  -------------------------------

   During the first quarter of 1998 the Company implemented the 1998  Plan,
which  resulted  in  the  closing  or  consolidation  of  eight  sales  and
distribution and two manufacturing facilities in February, the sale of  two
sales  and  distribution  facilities in March, and  further  reductions  in
headquarters staffing.  As a result of the 1998 Plan, the Company  recorded
a  restructuring charge of $5.4 million in the first quarter of 1998 and an
additional charge of $0.5 million in the third quarter of 1998.   The  $5.9
million  cumulative charge included $4.1 million in anticipated  losses  on
the disposition of closed facility assets and liabilities, $2.1 million  in
severance and post employment benefits related to the 1998 plan, offset  by
a  benefit  of  $300,000  for  adjustments to  prior  years'  restructuring
accruals.    The $4.1 million in anticipated losses included the write-down
of  assets (excluding real estate), to their net realizable value  of  $3.4
million  and  $700,000 in real estate carrying costs. The $2.1  million  in
severance  and post employment benefits covered approximately 250 employees
that  were released as a result of reductions in headquarters staffing  and
the closing or consolidation of the ten operating facilities.  The $300,000
benefit  from  prior years was a result of accelerated sales of  previously
closed  facilities during the fourth quarter of 1997 and first  quarter  of
1998.  The acceleration of these sales resulted in a change in the estimate
of  facility carrying costs for the sold facilities. At December  26,  1998
the accrued liability for restructuring had been reduced to zero.

  Other Operating Income
  ----------------------

   Other  operating  income decreased to $5.8 million  in  1999  from  $6.8
million  in  1998.  The decrease is primarily the result of a  decrease  in
gains  reported  on  the sale of real estate of closed  facilities,  excess
vehicles  and  equipment, and a decrease in one-time insurance  recoveries.
During 1999, the Company sold five pieces of real estate and recorded total
gains on the sale of fixed assets of $1.8 million compared with nine pieces
of  real  estate sold and total gains on the sale of fixed assets  of  $2.1
million  during  1998.   In  addition, the  Company  recorded  during  1998
approximately  $1.0 million in gains as a result of the difference  between
insured  replacement cost and book value as a result of a  fire  and  storm
damage at certain of the Company's sales and distribution facilities.

                                   32
<PAGE> 33


  Interest Expense
  ----------------

  Interest expense increased to $23.3 million in 1999 from $21.6 million in
1998.   This  increase was the result of an increase in average outstanding
debt  under the Company's revolving line of credit of $26 million partially
offset  by a decrease in the overall effective borrowing rate of  40  basis
points.   The  increase in average outstanding debt was  due  primarily  to
increases  in  working capital and increased investment in property,  plant
and  equipment  used to support the Company's significant growth  in  sales
volume during 1999.

  Provision for Income Taxes
  --------------------------

  In 1999 and 1998, the Company recorded income tax expense of $5.7 million
and $0.7 million, respectively.  Net operating loss carryforwards were used
to substantially offset current income taxes payable in 1999.

  Net Income
  ----------

   The Company recorded net income of $7.6 million in 1999, compared with a
net  loss  of  $1.0 million in 1998, an improvement of $8.6  million.   The
primary components of this improvement include an increase in gross  profit
dollars  of   $38.2  million, a $5.9 million decrease in restructuring  and
unusual items, a 0.7% decrease in SG&A as a percentage of net sales  and  a
$1.2   million   decrease  in  provision  for  doubtful  accounts.    These
improvements  were  partially  offset  by  a  $1.1  million   increase   in
depreciation, goodwill and trademark amortization, a $1.7 million  increase
in  interest expense, a $5.1 million increase in provision for income taxes
and a reduction in other income of $1.2 million.


1998 Compared with 1997
-----------------------

  Net Sales
  ---------

   Net  sales for 1998 increased $26.2 million, or 3.0%, to $910.3  million
from  $884.1 million in 1997. Sales for all facilities operated  throughout
both  years  ("same  store")  increased 9.0%.   During  1998,  the  Company
experienced  a  16.2% increase in same store sales to its primary  customer
segment,  the professional home builder, and a 1.2% increase in same  store
sales  to  commercial builders.  Consumer sales declined  3.5%  on  a  same
store basis.

   Total  housing starts in the United States increased 9.6% in  1998,  and
starts in the Company's primary geographical market, the Midwest, increased
approximately  9.2%.  The  Company's two other  geographical  markets,  the
Northeast and South, experienced increases of 8.6% and 10.5%, respectively.
Nationally,  single family housing starts, which generate the  majority  of
the  Company's sales to building professionals, experienced an increase  of

                                   33
<PAGE> 34

12.0%  in 1998, from 1.13 million starts in 1997 to 1.27 million starts  in
1998.

   The Company experienced significant sales increases (averaging in excess
of  20%)  in  its  target  major  markets and  at  sales  and  distribution
facilities that completed showroom resets in 1997 and 1998.

   During the first quarter, the Company experienced a sales benefit  as  a
result  of  mild winter weather conditions in the Company's Midwest region.
This  was partially offset by increased precipitation in the Northeast  and
South,  during  the same period.  The Company, as a whole,  benefited  from
unseasonably  warm  weather during December of  1998.   Weather  conditions
during 1997 were closer to seasonal averages.

  The Company estimates that deflation in lumber prices negatively affected
1998 sales by approximately $28.6 million, when compared with lumber prices
during 1997.

   As  a result of the 1998 Plan, the Company operated ten fewer sales  and
distribution facilities at the end of 1998 than it operated at the  end  of
1997.  The ten sales and distribution facilities that were closed, sold, or
consolidated,  as a result of the 1998 Plan, contributed  an  aggregate  of
$4.0 million to 1998 sales and $46.5 million to 1997 sales.  See " Item  1.
Business - Business Strategy."

  Gross Profit
  ------------

   Gross  profit  increased $12.4 million to 23.7% of net  sales  for  1998
compared with 23.0% of net sales for 1997.  The increase in gross profit is
primarily  due  to  increased sales, improved product costs  and  increased
margins on internally manufactured products.

   The  increase  in  gross  profit  as a percent  of  sales  is  primarily
attributable  to  improved  margins  on internally  manufactured  products,
improved  product  costs  and improved margins on installed  sales.   These
improvements were partially offset by the effects of lumber deflation and a
continued  increase  in the percent of sales attributable  to  professional
builders.   The  Company  estimates that lumber  deflation  in  1998,  when
compared with 1997 price levels, reduced gross profit by approximately $5.5
million. The percent of Company sales attributable to professional builders
increased to 87.9% for 1998 compared with 86.5% in 1997.  The Company  also
recorded  a  charge of $0.8 million in the third quarter  of  1998  as  the
result of an exchange of clearance merchandise for barter credits.

  Selling, General, and Administrative Expense
  --------------------------------------------

   In 1998, SG&A decreased as a percent of net sales to 20.5% compared with
21.0%  of  net  sales in 1997.  Much of this reduction is  attributable  to

                                   34
<PAGE> 35

expense   reductions  as  a  result of the  Company's  1998  Plan  and  the
completion  of  most  of the Company's remerchandising programs  during  or
prior to the end of the second quarter of 1998.

   In  the  first quarter of 1998, the Company closed eight underperforming
building centers, and two component manufacturing facilities, and sold  its
two  sales  and distribution facilities in Iowa.  For further  information,
including the charge taken by the Company in the first quarter of 1998, see
"Restructuring  and Unusual Items" and Note 3 of the Notes to  Consolidated
Financial Statements included elsewhere herein.

   The  Company  experienced decreases from 1997 to 1998, as a  percent  of
sales,  in  maintenance, travel, professional fees, marketing, and  general
office  expenses which were partially offset by increased real estate  rent
and  salaries,  wages  and employee benefits.  The  Company  experienced  a
slight  increase in salaries, wages and employee benefits as a  percent  of
sales by 0.2%.  On a same store basis, the number of total employees at the
average  sales  and distribution facility increased approximately  8%  from
1997.

  Depreciation, Goodwill and Trademark Amortization
  -------------------------------------------------

   Depreciation,  goodwill and trademark amortization costs increased  $0.4
million  in  1998  compared with 1997.  This increase is primarily  due  to
depreciation on rental equipment and facilities implemented or improved  as
a  result  of  the  Company's  major market and  remerchandising  programs,
partially  offset by reduced depreciation on vehicles.  The Company's  tool
rental  program  was  initiated during 1997 and no depreciation  on  rental
equipment was recorded in the first half of 1997.

  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.  Provision  for
doubtful accounts increased to $2.9 million or 0.3% of sales for 1998  from
$1.7  million or 0.2% of sales for 1997.  While the Company did  experience
several  large  write-offs during 1998, the results were in line  with  its
historical average of approximately 0.3% of sales.

  Restructuring and Unusual Items
  -------------------------------

   For  a  description  of  the  1998 Plan and  related  charges,  see  the
discussion under the comparision of 1999 and 1998 results of operations set
forth above.

  Other Operating Income
  ----------------------

   Other  operating  income decreased to $6.8 million in  1998  from  $10.7
million  in  1997.  The decrease is primarily the result of a  decrease  in
gains  reported on the sale of real estate of closed facilities and  excess
vehicles  and  equipment.  In 1998 the company sold  nine  pieces  of  real
estate  and  recorded  total gains on the sale  of  fixed  assets  of  $2.1

                                   35

<PAGE> 36

million, compared with total gains of $6.3 million recorded in 1997 and the
sale of 12 facilities.  This decrease was partially offset by approximately
$1.0  million  in  gains  as  a  result of the difference  between  insured
replacement cost and book value as a result of a fire and storm  damage  at
certain of the Company's sales and distribution facilities during 1998.

  Interest Expense
  ----------------

  Interest expense increased to $21.6 million in 1998 from $21.4 million in
1997.   This  increase was the result of an increase in average outstanding
debt under the Company's revolving line of credit of $9.1 million partially
offset  by a decrease in the overall effective borrowing rate of  38  basis
points.   The  increase in average outstanding debt was  due  primarily  to
increases  in  working capital and increased investment in property,  plant
and equipment.

  Equity in Loss of Affiliated Company
  ------------------------------------

   The  Company's net investment in Riverside International LLC was reduced
to  zero  as a result of the $1.5 million loss that was recorded  in  1997.
Accordingly,  the Company recorded no equity in loss of affiliated  company
during 1998.

  Provision for Income Taxes
  --------------------------

  In 1998 and 1997, the Company recorded current income tax expense of $0.7
million and $1.0 million, respectively.  Current income tax provisions  for
both years consist of state and local tax liabilities.

  Net Income
  ----------

   The Company recorded a net loss of $1.0 million in 1998, compared with a
net  loss  of  $1.6 million in 1997, an improvement of $0.6  million.   The
primary components of this improvement include an increase in gross  profit
of  $12.4  million  and  a  decrease in losses  attributable  to  Riverside
International  LLC  of  $1.5  million.  These improvements  were  partially
offset  by  a  $6.5  million increase in restructuring  and  unusual  items
expense, a reduction in other income of $3.9 million, and increases in SG&A
expense  of  $1.5  million  and provision for  doubtful  accounts  of  $1.2
million.


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.
                                   36
<PAGE> 37


  In 1999, net cash used in operating activities amounted to $11.2 million.
This compares with cash provided by operating activities of $2.6 million in
1998.   The use of cash is primarily the result of increases in receivables
and  inventory  to support the Company's strong sales growth  during  1999,
partially offset by improvements in earnings after adjustment for  non-cash
expenses  and  increased  current liabilities.  In  addition,  the  Company
increased its capital expenditures in 1999 to $7.7 million, net of the  $.9
million in manufacturing equipment converted to operating leases, from $5.9
million in 1998.  Both years were partially offset by proceeds on the  sale
of fixed assets.

   Accounts  receivable at the end of 1999 were $110.1  million,  an  18.5%
increase  over year end 1998, primarily as a result of a 12.7% increase  in
December  1999 credit sales compared with December 1998 and an increase  in
accounts with extended terms.    Inventory at the end of December 1999  was
$17.0  million  higher than at the end of 1998, primarily as  a  result  of
significantly  higher sales and continued demand for  lumber  and  building
materials   during  December,  due  in  part  to  very  favorable   weather
conditions.   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 and will tend to increase or  decrease  in
conjunction with an increase or decrease in inventory.

   The Company's capital expenditures consist primarily of the construction
of  facilities for new and existing operations, the remodeling of sales and
distribution  facilities and component manufacturing  facilities,  and  the
purchase of equipment and management information systems.  The Company  may
also from time to time make expenditures to establish or acquire operations
to  expand  or complement its existing operations, especially in its  major
markets  and  manufacturing.   The Company made  $7.7  million  in  capital
expenditures in 1999, net of the $0.9 million in manufacturing equipment
converted to  operating  leases.  In addition, $0.2 million was funded by
insurance proceeds received as a result of 1998 insured casualty losses.
Under the Company's new bank revolving credit agreement, expenditures
capitalized for financial statement purposes, excluding acquisitions and the
portion of expenditures reimbursed by insurance proceeds as a result of
casualty losses, are limited to $8.5 million during 1999.   The Company's
actual expenditures in 1999, as defined by the new revolving credit agreement,
were $7.5 million.  In addition to capital expenditures, this revolving credit
agreement allows the  Company  to spend up to $30 million, subject to certain
restrictions, for acquisitions.  The Company expects to fund capital
expenditures through borrowings and its internally generated cash flow.

    In  January  of 1999, the Company acquired the assets of a  wall  panel
manufacturer  located in Cookeville, Tennessee; in March, it  acquired  the
assets  of  Porter  Building Products, a manufacturer of trusses  and  wall
panels located in Bear, Delaware; and in October, it acquired the assets of
Advanced  Truss  Systems,  a  manufacturer of  trusses,  located  in  Kings
Mountain,  North  Carolina.   In November, the Company  also  acquired  the
assets  of  United  Building  Systems, a manufacturer  of  wall  panels  in
Lexington,  Kentucky.   The  Company will consolidate  its  existing  panel
operations in Lexington with the new acquisition.  The total purchase price
of these acquisitions was $14.3 million, of which $13.0 million was paid in
cash  in  1999 with the remainder to be paid in 2000 and 2001,  payable  in
cash or stock at the option of the Company.

                                   37
<PAGE> 38


   In 1999, the Company began, or significantly expanded, the manufacturing
of wall components and/or trusses at seven manufacturing facilities located
with  the  Company's  sales and distribution facilities  in  Hopedale,  MA;
Elyria,  OH; Lexington, KY; Denton, NC; Elletsville, IN; Grand  Rapids,  MI
and  Jackson, TN.  At December 25, 1999 the Company operated 101 sales  and
distribution  centers  and 25 component manufacturing  facilities  compared
with  101  sales and distribution facilities and 20 component manufacturing
facilities  at  December 26, 1998.  At December 25,  1999,  there  were  no
material commitments for future capital expenditures.

   The  Company  maintained excess availability under its revolving  credit
facility   throughout  1999.   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 these  same  periods,  the
Company  typically  reaches its peak utilization of  its  revolving  credit
facility  because of the increased inventory needed for the  peak  building
season.

    On  February 17, 1999, the Company entered into a new revolving  credit
agreement  and  repaid  all  indebtedness  under  and  terminated  its  old
revolving  credit agreement.  Among other things, the changes  between  the
old  agreement and this new agreement include (i) an initial 25 basis point
reduction  in  the Company's LIBOR and prime borrowing rates to  200  basis
points  over  LIBOR and 50 basis points over prime, and further  provisions
for additional decreases in the borrowing rate if certain interest coverage
levels are achieved, (ii) an increase in the maximum credit line from  $130
million  to $160 million, (iii) a decrease in the unused line fee  from  50
basis  points  to  25 basis points, (iv) elimination of  the  fixed  charge
coverage requirement, (v) extension of the term of the agreement to June of
2003, (vi) increases, subject to the permitted discretion of the agent  for
the lenders,  in the percent of eligible accounts receivable to 85% from  a
range between 80% and 85% and the percent of eligible inventory to 60% from
a range between 50% and 60%.  Covenants under the new agreement do require,
among  other things, that the Company maintain unused availability (defined
as  the  amount by which the borrowing base exceeds outstanding  loans  and
credits)  under  the new revolving line of credit of at least  $15  million
(subject to increase in certain circumstances) and maintain certain  levels
of tangible capital funds.

    Due  primarily to significant increases in sales, on several  occasions
during  the third quarter of 1999, the Company did utilize nearly  all  the
borrowing  available under its revolving line of credit.  On  September  9,
1999,  in  order  to continue to support its significant sales  growth  and
related increase in working asset levels, the Company entered into a Second
Amendment  to  Credit  Agreement with its  bank  lenders.   This  amendment
provides  for  a  seasonal  increase in the  maximum  borrowing  under  the
revolving  line of credit from $160 million to $200 million,  from  May  15
through November 15.  During this same period, the Company must maintain  a
minimum  unused availability of $20 million, compared with $15  million  in
excess  availability required from November 16 through May 14.  On July  8,
1999,  the Company entered into a First Amendment to Credit Agreement  with
its  bank  lenders.  Pursuant to this amendment, the definition  of  unused
availability contained in the Company's revolving line of credit  agreement

                                   38
<PAGE> 39

was modified.  Formerly, "unused availability" was defined as the lesser of
$160 million or the borrowing base, less the total of outstanding loans and
credits.   As modified, "unused availability" means the borrowing base less
the  total  of  outstanding loans and credits.  As a  result,  the  maximum
applicable  borrowing under the revolving credit agreement of $160  million
or $200 million can now be fully utilized.  Under the former definition the
maximum  was  limited to $145 million.  The Company believes  this  amended
agreement will provide sufficient funds for its anticipated operations  and
capital expenditures.

   At  February 29, 2000, the Company had outstanding borrowings of  $120.8
million  and  unused availability of $30.6 million under its new  revolving
credit  facility.  The Company currently has excess availability under  its
revolving credit facility and anticipates that funds provided by operations
and under this facility will be adequate for the Company's future needs.

   On  February  17,  1999, in conjunction with the  new  revolving  credit
agreement,  the  Company terminated its interest rate  swap  agreement  and
entered  into  a  new  interest  rate swap agreement.  This  new  agreement
effectively  fixed  the  Company's borrowing  cost  at  7.75%  (subject  to
adjustments  in certain circumstances), reduced from 8.11%  under  the  old
agreement,  for  three  years, on $40 million of the  Company's  borrowings
under  its  floating  rate  revolving line of  credit.   Unlike  the  prior
agreement, this interest rate swap has no provisions for termination  based
on  changes in the 30-day LIBOR borrowing rate.  At February 29, 2000,  the
30-day LIBOR borrowing rate was 5.92%.

   The  Company's  new  revolving credit facility and the  trust  indenture
relating 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 is 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.   In  addition,  the  trust
indenture   prohibits  non-stock  dividends  and  limits  other  restricted
payments while (as at present) the Company's fixed charge coverage ratio is
less than or equal to 2.0.


Net Operating Loss Carryforwards
--------------------------------

  At December 25, 1999, the Company and its subsidiaries had federal income
tax  net  operating  loss  carryforwards ("NOLs")  of  approximately  $35.9
million.   The NOLs will expire in the years 2006 to 2018 if not previously
utilized.   See also Note 11 of Notes to Consolidated Financial  Statements
included elsewhere herein.
                                   39
<PAGE> 40


Year 2000
---------

   The  Year  2000  problem related to the inability  of  certain  computer
programs and computer hardware to properly handle dates after December  31,
1999.  Potentially, businesses were at risk for miscalculations and systems
failures.  In response to the Year 2000 issue, the Company initiated a plan
in  early  1997 to identify, evaluate and implement changes to its existing
computerized business systems.  An inventory was developed of all items  of
concern  including vehicles, manufacturing equipment, and security, heating
and electrical systems.  The plan also included steps to ensure the Company
was  not at risk for problems that may occur at its suppliers or customers.
To-date  the Company has not experienced any significant Year 2000 problems
and will continue to monitor its systems over the next few months.

   The Company's total cost for the Year 2000 project was estimated at $2.7
million.  Through December 25, 1999, approximately $2.5 million has  been
spent, of which approximately $0.9 million is  for  the replacement of systems
and equipment which was  accelerated due  to  the  Year 2000 problem, and has
been capitalized over the  systems estimated  useful  life.


Statements of Financial Accounting Standards
--------------------------------------------

  Recently Issued Accounting Pronouncements
  -----------------------------------------

      SFAS  No.  133,  "Accounting for Derivative Instruments  and  Hedging
Activities,"  standardizes  the accounting for  derivative  instruments  by
requiring that all derivatives be recognized as assets and liabilities  and
measured  at  fair  value.   In June 1999, SFAS No.  137,  "Accounting  for
Derivative  Instruments and Hedging Activities-Deferral  of  the  Effective
Date  of  SFAS No. 133," was issued amending SFAS No. 133 by deferring  the
effective date for one year, to fiscal years beginning after June 15, 2000.
The Company is currently evaluating the effects of this pronouncement.




Item 7a.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
--------  ----------------------------------------------------------

  The Company is subject to market risk associated with changes in interest
rates and lumber futures contracts.

   On  February  17, 1999, the Company entered into a new revolving  credit
agreement  with a group of financial institutions.  The new revolving  line
of credit provides for, subject to certain restrictions, up to $200 million
of revolving credit loans on a seasonal basis and the issuance of up to $10
million  of  letters  of  credit.  Until delivery to  the  lenders  of  the
Company's  financial  statements  for the  period  ending  June  26,  1999,

                                   40
<PAGE> 41

interest  on  amounts outstanding under the new revolving  line  of  credit
shall bear interest at a spread above the base rate of BankBoston, N.A.  of
0.50%,  or  2.00%  above  the  applicable LIBOR  rate.   After  that  time,
depending upon the Company's rolling four-quarter interest coverage  ratio,
amounts  outstanding  under the new revolving  line  of  credit  will  bear
interest at a spread above the base rate from 0% to 0.75% or from 1.50%  to
2.25%  above the applicable LIBOR rate.  With the delivery of the Company's
financial  results as of September 25, 1999, borrowing speads were  reduced
to  0.25%  above  the base rate of Bank Boston, N.A. and  1.75%  above  the
applicable  LIBOR  spread.  Based on the Company's 1999 average  borrowings
under its revolving credit agreement, subject to the effect of the interest
rate  swap agreement described below, a 25 basis point movement in the base
rate  or  LIBOR  rate  would result in an approximate  $227,285  annualized
increase  or  decrease  in  interest expense.  See  Note  12  of  Notes  to
Consolidated Financial Statements included elsewhere herein.

  On  February  17, 1999, in conjunction with the Company's  new  revolving
credit  agreement, the Company terminated its interest rate swap  agreement
and  entered  into a new interest rate swap agreement. This  new  agreement
effectively  fixed  the  Company's borrowing  cost  at  7.75%  (subject  to
adjustments  in certain circumstances) for three years, on $40  million  of
the  Company's borrowings under its floating rate revolving line of credit.
With  the  reduction in the Company's borrowing spreads to 0.25% above  the
Bank Boston base rate and 1.75% above the applicable LIBOR rate on November
11,  1999, this swap currently fixes the Company's borrowing cost at  7.50%
on  $40  million  of  the  Company's borrowings  under  its  floating  rate
revolving  line of credit. Unlike the prior agreement, this  interest  rate
swap has no provisions for termination based on changes in the 30-day LIBOR
borrowing  rate.   At  February 29, 2000 the 30-day LIBOR  borrowing  rate
was 5.92%.

   The  Company  enters into lumber futures contracts as  a  hedge  against
future  lumber price fluctuations.  All futures contracts are purchased  to
protect   long-term  pricing  commitments  on  specific   future   customer
purchases.  While lumber futures contracts are entered on a risk management
basis,  the  Company's  hedge positions could  show  a  net  gain  or  loss
depending  on  prevailing  market conditions.  At  December  25,  1999  the
Company  had  15 lumber futures contracts outstanding with a  total  market
value  of $552,000 and an immaterial  net unrealized loss.  These contracts
all mature in 2000.

   The fair value of the Company's fixed rate debt was $85 million and $84
million at December 25, 1999 and December 26, 1998, respectively.  Assuming
a 100 basis point decrease in the yield to maturity at December 25, 1999, the
fair value of the fixed rate debt would have increased by $2.4 million.

                                   41
<PAGE> 42


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
-------  --------------------------------------------

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

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
-------  -----------------------------------------------------------

         AND FINANCIAL DISCLOSURE.
         -------------------------

  The Company filed a Form 8-K report on December 7, 1999 reporting a
change in the Company's independent accountants.






                                   42
<PAGE> 43


                                 PART III
                                 --------

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
--------  ---------------------------------------------------

   Information  required by this Item is incorporated herein  by  reference
from  the  definitive  proxy statement to be filed in connection  with  the
Company's Annual Meeting of Stockholders tentatively scheduled to  be  held
on May 18, 2000.


Item 11.  EXECUTIVE COMPENSATION.
--------  -----------------------

   Information  required by this Item is incorporated herein  by  reference
from  the  definitive  proxy statement to be filed in connection  with  the
Company's Annual Meeting of Stockholders tentatively scheduled to  be  held
on May 18, 2000.


Item   12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
----------  ---------------------------------------------------

            MANAGEMENT.
            -----------

   Information  required by this Item is incorporated herein  by  reference
from  the  definitive  proxy statement to be filed in connection  with  the
Company's Annual Meeting of Stockholders tentatively scheduled to  be  held
on May 18, 2000.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
--------  -----------------------------------------------

   Information  required by this Item is incorporated herein  by  reference
from  the  definitive  proxy statement to be filed in connection  with  the
Company's Annual Meeting of Stockholders tentatively scheduled to  be  held
on May 18, 2000.

                                   43
<PAGE> 44


                                  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:
---  -------------------------------------------------

(1)  Financial Statements:                               Page No.
---  ---------------------                               --------

Independent Auditors Report                                 F-1

Report of Independent Accountants                           F-2

Consolidated balance sheets as of December 25, 1999
  and December 26, 1998                                     F-3

Consolidated statements of operations for the years
  ended December 25, 1999, December 26, 1998 and
  December 27, 1997                                         F-4

Consolidated statements of changes in common
  stockholders' equity for the years ended
  December 25, 1999, December 26, 1998 and
  December 27, 1997                                         F-5

Consolidated statements of cash flows for the years
  ended December 25,1999, December 26, 1998
  and December 27, 1997                                     F-6

Notes to consolidated financial statements                  F-7


(2)  Financial Statement Schedules:
---  ------------------------------

Schedule            Description
--------            -----------

Report of Independent Accountants                           S-1

II.                 Valuation and Qualifying Accounts       S-2


(3)  Exhibits
---  --------

See Exhibit Index included elsewhere herein.


(b)  Reports on Form 8-K
---  -------------------

The Company filed a Form 8-K report on December 7, 1999 reporting a change
in the Company's independent accountants.

                                   44
<PAGE> 45

                                SIGNATURES
                                ----------

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

                                    WICKES INC.
                                    -----------

Date:  March 23, 2000           By: /s/ J. Steven Wilson
                                    --------------------
                                    J. Steven Wilson
                                    Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

     Signature                  Title                            Date
     ---------                  -----                            ----

/s/ J. Steven Wilson    Chairman and Chief Executive Officer   March 23, 2000
--------------------
J. Steven Wilson        (Principal Executive and Financial Officer)
                        Director

/s/ Harry T. Carneal    Director                               March 23, 2000
--------------------
Harry T. Carneal

/s/ Albert Ernest, Jr.  Director                               March 23, 2000
----------------------
Albert Ernest, Jr.

/s/ William H. Luers    Director                               March 23, 2000
--------------------
William H. Luers

/s/ Robert E. Mulcahy III Director                             March 23, 2000
-------------------------
Robert E. Mulcahy III

/s/ Frederick H. Schultz Director                              March 23, 2000
------------------------
Frederick H. Schultz

/s/ Robert T. Shaw      Director                              March 23, 2000
------------------
Robert T. Shaw

/s/ Claudia B. Slacik   Director                              March 23, 2000
---------------------
Claudia B. Slacik

/s/ James A. Hopwood    Vice President-Finance                March 23, 2000
--------------------
James A. Hopwood       (Principal Accounting Officer)


                                   45
<PAGE> F-1


                        INDEPENDENT AUDITORS REPORT
                        ---------------------------

To the Board of Directors and Stockholders of
Wickes Inc.
Vernon Hills, IL


We have audited the accompanying consolidated balance sheet of Wickes Inc.
and subsidiaries as of December 25,1999 and the related consolidated
statements of operations, changes in stockholders' equity, and cash flows
for the year then ended.  Our audit also included the financial statement
schedule for the year ended December 25, 1999 listed in the Index at Item
14.  These financial statements and the financial statement schedule are
the responsibility of the Company's management.  Our responsibility is to
express an opinion on the financial statements and financial statement
schedule based on our audit.

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

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Wickes Inc. and
subsidiaries as of December 25, 1999, and the results of their operations
and their cash flows for the year then ended in conformity with generally
accepted accounting principles.  Also, in our opinion, such financial
statement schedule for the year ended December 25, 1999, when considered in
relation to the basic 1999 consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.

/s/ Deloitte & Touche LLP


Chicago, IL
February 22, 2000



                                   F-1
<PAGE> F-2



                     REPORT OF INDEPENDENT ACCOUNTANTS
                     ---------------------------------


REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and
Board of Directors of Wickes Inc.

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, changes in stockholders' equity  and
cash flows present fairly, in all material respects, the financial position
of  Wickes Inc. and its subsidiaries at December 26, 1998, and the  results
of  their  operations and their cash flows for each of the two years  ended
December  26,  1998  and  December 27, 1997, in conformity  with  generally
accepted  accounting  principles.  These  financial  statements   are   the
responsibility  of  the  Company's management;  our  responsibility  is  to
express  an  opinion on these financial statements based on our audits.  We
conducted  our  audits  of  these statements in accordance  with  generally
accepted  auditing  standards which require that we plan  and  perform  the
audit to obtain reasonable assurance about whether the financial statements
are  free of material misstatement. An audit includes examining, on a  test
basis,  evidence  supporting the amounts and disclosures in  the  financial
statements,  assessing  the  accounting  principles  used  and  significant
estimates   made  by  management,  and  evaluating  the  overall  financial
statement  presentation. We believe that our audits  provide  a  reasonable
basis for the opinion expressed above.

As discussed in Note 15 to the 1999 consolidated financial statements (Note
16 in the 1998 consolidated financial statements), Wickes Inc. has restated
previously   issued  consolidated  financial  statements  to   change   its
accounting for a barter transaction.



                                   /s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 23, 1999 except for Note 15 in the 1999 financial statements (Note
16  in  the 1998 financial statements), as to which the date is August  31,
1999.

                                   F-2


<PAGE> F-3
<TABLE>
<CAPTION>
                       WICKES INC. AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS

                  December 25, 1999 and December 26, 1998
                     (in thousands, except share data)



                                                            1999               1998
        ASSETS                                              ----               ----
<S>                                                     <C>                <C>
Current assets:
 Cash                                                    $      72          $      65
 Accounts receivable, less allowance for doubtful
   accounts of $4,105 in 1999 and $4,393 in 1998           110,103             92,926
 Notes receivable                                              481              1,095
 Inventory                                                 120,705            103,716
 Deferred tax asset                                          7,184              8,857
 Prepaid expenses                                            2,663              2,808
                                                           -------            -------
   Total current assets                                    241,208            209,467
                                                           -------            -------
 Property, plant and equipment, net                         50,599             45,830
 Trademark (net of accumulated amortization
   of $10,718 in 1999 and $10,496 in 1998)                   6,301              6,523
 Deferred tax asset                                         14,695             17,482
 Rental equipment (net of accumulated depreciation
   of $1,010 in 1999 and $572 in 1998)                       1,981              1,883
 Other assets (net of accumulated amortization
   of $11,463 in 1999 and $9,502 in 1998)                   19,225             10,998
                                                           -------            -------
   Total assets                                          $ 334,009          $ 292,183
                                                           =======            =======
        LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
 Current maturities of long-term debt                    $    -             $      16
 Accounts payable                                           53,190             54,017
 Accrued liabilities                                        25,495             20,089
                                                           -------            -------
   Total current liabilities                                78,685             74,122
                                                           -------            -------
Long-term debt, less current maturities                    220,742            191,961
Other long-term liabilities                                  3,763              2,952
Commitments and contingencies (Note 8)

Stockholders' equity (Note 9):
 Preferred stock (no shares issued)
 Common stock, $0.01 par value
    20,000,000 shares authorized
    1999 -  8,224,888 shares issued
    1998 -  8,207,268 shares issued                             82                 82
 Additional paid-in capital                                 86,870             86,787
 Accumulated deficit                                       (56,133)           (63,721)
                                                           -------            -------
   Total stockholders' equity                               30,819             23,148
                                                           -------            -------
   Total liabilities and stockholders' equity            $ 334,009          $ 292,183
                                                           =======            =======

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

                                   F-3

<PAGE> F-4
<TABLE>
<CAPTION>

                       WICKES INC. AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 25, 1999, December 26, 1998, and December 27, 1997
                   (in thousands, except per share data)


                                            1999             1998             1997
                                            ----             ----             ----
<S>                                      <C>              <C>              <C>
Net sales                                $1,084,633       $  910,272       $  884,082
Cost of sales                               830,990          694,800          681,056
                                          ---------        ---------        ---------
  Gross profit                              253,643          215,472          203,026
                                          ---------        ---------        ---------
Selling, general and administrative
 expenses                                   214,581          186,853          185,385
Depreciation, goodwill and trademark
 amortization                                 6,473            5,253            4,863
Provision for doubtful accounts               1,724            2,915            1,707
Restructuring and unusual items                -               5,932             (559)
Other operating income                       (5,768)          (6,837)         (10,689)
                                          ---------        ---------        ---------
                                            217,010          194,116          180,707
                                          ---------        ---------        ---------

  Income from operations                     36,633           21,356           22,319

Interest expense                             23,302           21,632           21,417
Equity in loss of affiliated company           -                -               1,516
                                          ---------        ---------        ---------
  Income (loss) before income taxes          13,331             (276)            (614)

Provision (benefit) for income taxes:
  Current                                     1,283            1,019            1,099
  Deferred                                    4,460             (330)            (153)
                                          ---------        ---------        ---------
      Net income (loss)                  $    7,588       $     (965)      $   (1,560)
                                          =========        =========        =========
Basic income (loss) per common share     $     0.92       $    (0.12)      $    (0.19)
                                          =========        =========        =========
Diluted income (loss) per common share   $     0.91       $    (0.12)      $    (0.19)
                                          =========        =========        =========
Weighted average common shares -
 for basic                                8,216,265        8,197,542        8,168,257
                                          =========        =========        =========
Weighted average common shares -
 for diluted                              8,330,571        8,197,542        8,168,257
                                          =========        =========        =========




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

                                   F-4

<PAGE> F-5
<TABLE>
<CAPTION>

                       WICKES INC. AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 For the Years Ended December 27, 1997, December 26, 1998 and December 25, 1999
                   (in thousands, except for share data)


                                                         Additional                     Total
                                     Common Stock         Paid-in     Accumulated    Stockholders'
                                   Shares     Amount      Capital       Deficit         Equity
                                   ------     ------      -------       -------         ------
<S>                              <C>          <C>        <C>           <C>            <C>
Balance at December 28, 1996     8,159,347     $ 82      $ 86,613      $(61,196)      $ 25,499

Net loss                                          -          -           (1,560)        (1,560)
Issuance of common stock            16,858        -            62          -                62
                                 ---------      ---       -------       --------

Balance at December 27, 1997     8,176,205       82        86,675       (62,756)        24,001

Net loss                                         -           -             (965)          (965)
Issuance of common stock            31,063       -            112          -               112
                                 ---------      ---       -------       -------         ------

Balance at December 26, 1998     8,207,268       82        86,787       (63,721)        23,148

Net income                                       -           -            7,588          7,588
Issuance of common stock            17,620       -             83          -                83
                                 ---------      ---       -------      --------        -------

Balance at December 25, 1999     8,224,888     $ 82      $ 86,870     $ (56,133)      $ 30,819
                                 =========      ===       =======      ========        =======



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

                                   F-5

<PAGE> F-6
<TABLE>
<CAPTION>
                       WICKES INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 25, 1999, December 26, 1998, and December 27, 1997
                              (in thousands)

                                                                     1999             1998            1997
                                                                     ----             ----            ----
<S>                                                               <C>              <C>             <C>
Cash flows from operating activities:
Net income (loss)                                                 $  7,588         $  (965)        $ (1,560)
 Adjustments to reconcile net income (loss) to
    net cash (used in) provided by operating activities:
 Equity in loss of affiliated company                                    -               -            1,516
 Depreciation expense                                                5,852           4,785            4,395
 Amortization of trademark                                             222             222              222
 Amortization of goodwill                                              399             246              246
 Amortization of deferred financing costs                            1,510           1,447            1,401
 Provision for doubtful accounts                                     1,724           2,915            1,707
 Gain on sale of assets                                             (1,458)         (1,834)          (6,180)
 Deferred tax (benefit) provision                                    4,460            (330)            (153)
 Changes in assets and liabilities, excluding effects
    of acquisitions:
  Increase in accounts receivable                                  (16,904)        (14,053)         (12,285)
  Decrease (increase) in notes receivable                              614           2,105           (3,200)
  Increase in inventory                                            (15,831)         (1,010)          (2,034)
  Increase (decrease) in accounts payable and accrued
     liabilities                                                     3,539          10,814           (4,590)
  Increase in deferred gain                                              -               -             (670)
  Increase in prepaids and other assets                             (2,960)         (1,715)          (3,369)
                                                                   -------        --------          -------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                (11,245)          2,627          (24,554)
                                                                   -------        --------          -------

Cash flows from investing activities:
  Purchases of property, plant and equipment                        (8,624)         (5,854)          (7,758)
  Payments for acquisitions                                        (12,999)              -                -
  Proceeds from sales of property, plant and equipment               4,026           4,231           13,798
                                                                   -------          ------           ------

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES                (17,597)         (1,623)           6,040
                                                                   -------          ------           ------

Cash flows from financing activities:
  Net borrowing (repayments) under revolving line of credit         28,782          (1,084)          16,732
  Reductions of note payable                                           (16)            (46)            (134)
  Net proceeds from issuance of common stock                            83             112               62
                                                                    ------          ------           ------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                 28,849          (1,018)          16,660
                                                                    ------          ------           ------

NET INCREASE (DECREASE) IN CASH                                          7             (14)          (1,854)
Cash at beginning of period                                             65              79            1,933
                                                                    ------          ------           ------

CASH AT END OF PERIOD                                             $     72        $     65         $     79
                                                                  ========        ========         ========

Supplemental schedule of cash flow information:
  Interest paid                                                   $ 21,503        $ 20,885         $ 19,791
  Income taxes paid                                                  1,524             987            1,344

Supplemental schedule of non-cash investing
     and financing activities
  The Company purchased capital stock and assets
  in conjunction with acquisitions made during the
  period.  In connection with these acquisitions,
  liabilities were assumed as follows:
     Assets acquired                                              $ 14,850       $      -          $      -
     Liabilities assumed                                          $    529       $      -          $      -
     Purchase price payable                                       $  1,322       $      -          $      -

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

                                   F-6

<PAGE> F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Description of Business
--  -----------------------

Wickes  Inc.  (formerly  Wickes  Lumber Company),  through  its  sales  and
distribution  facilities, markets lumber, building materials  and  services
primarily  to professional contractors, repair and remodelers,  and  do-it-
yourself  home owners, principally in the Midwest, Northeast  and  Southern
United   States.   Wickes  Inc.'s  wholly-owned  subsidiaries  are:  Lumber
Trademark  Company ("LTC"), a holding company for the "Flying W" trademark;
and  GLC  Division, Inc. ("GLC"), which subleases certain  real  estate  to
Wickes Inc.


2.   Accounting Policies
--   -------------------

Principles of Consolidation
---------------------------

The  consolidated financial statements present the results  of  operations,
financial  position, and cash flows of Wickes Inc. and all its wholly-owned
subsidiaries  (the "Company").  All significant intercompany balances  have
been eliminated.

Fiscal Year
-----------

The  Company's  fiscal  year ends on the last Saturday  in  December.   All
periods presented represent 52-week years.

Cash and Cash Equivalents
-------------------------

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

Accounts Receivable
-------------------

The  Company extends credit primarily to qualified 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 useful lives range from 15 to 39 years

                                   F-7

<PAGE> F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

for  buildings  and improvements.  Leasehold improvements  are  depreciated
over the life of the lease.  Machinery and equipment lives range from 3  to
10  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 statement of operations
as other operating income.

Rental Equipment
----------------

Rental  equipment  consists  of hand tools and  power  equipment  held  for
rental.  This equipment is depreciated under the straight-line method  over
a 5-to-10 year life.

Other Assets
------------

Other  assets  consist primarily of deferred financing costs  and  goodwill
which are being amortized on the straight-line method, goodwill over 20  to
35  years  and  deferred  financing costs over the expected  terms  of  the
related debt agreements.

The  Company's investment in an international operation was recorded  under
the equity method.  The Company's share of losses is reflected as equity in
loss  of  affiliated company on the Consolidated Statements of  Operations.
As  of December 27, 1997, the Company's investment had been reduced to zero
and there is no obligation to make additional investments.

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

Trademark
---------

The  Company's  "Flying  W"  trademark is being amortized  over  a  40-year
period.

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  ("SFAS")  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 SFAS No. 112, "Employers'  Accounting
for Postemployment Benefits."
                                   F-8

<PAGE> F-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes
------------

The  Company  accounts for income taxes in accordance with  SFAS  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.  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.

Earnings Per Common Share
-------------------------

Earnings  per common share are calculated in accordance with SFAS No.  128,
"Earnings  Per  Share."   Weighted average  shares  outstanding  have  been
adjusted for dilution using the treasury stock method.

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  and
disclosure  of  contingent  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.

Impairment of Long-Lived Assets
-------------------------------

The  Company evaluates assets held for use and assets to be disposed of  in
accordance  with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets  and  for  Long-Lived  Assets to be Disposed  Of."   This  statement
requires  that long-lived assets and certain identifiable intangibles  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. The Company has historically reviewed excess property held for
sale,  and  when appropriate, recorded these assets at the lower  of  their
carrying amount or fair value (see Note 5).

Stock-Based Compensation
------------------------

SFAS  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
the  fair  value of such instruments.  The pronouncement requires companies
that  choose  not to adopt the fair value method of accounting to  disclose
the  pro  forma  net  income and earnings per share under  the  fair  value
method.   As  permitted by SFAS 123, the Company elected  to  continue  the

                                   F-9

<PAGE> F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

intrinsic  value  method of accounting prescribed by APB  Opinion  25.   As
required, the Company has disclosed the pro forma net income and pro  forma
earnings  per share as if the fair value based accounting methods had  been
used to account for stock-based compensation cost (see Note 9).

Segment Reporting
-----------------

In  June  1997, the FASB issued SFAS Statement No. 131, "Disclosures  about
Segments  of  an  Enterprise  and  Related Information."   This  statement,
effective  for  financial  statements  for  fiscal  years  beginning  after
December  15,  1997,  requires  that a public  business  enterprise  report
financial  and  descriptive  information  about  its  reportable  operating
segments.   Generally, financial information is required to be reported  on
the basis that it is used internally for evaluating segment performance and
deciding  how  to allocate resources to segments.  Based on this  criteria,
the  Company has determined that it operates in one business segment,  that
being  the  supply  and  distribution of lumber and building  materials  to
building  professionals  and  do-it-yourself customers,  primarily  in  the
Midwest, Northeast, and South.  Thus, all information required by SFAS  No.
131  is included in the Company's financial statements.  No single customer
represented more than 10% of the Company's total sales in 1999,  1998,  and
1997.

Recently Issued Accounting Pronouncements
-----------------------------------------

SFAS   No.   133,  "Accounting  for  Derivative  Instruments  and   Hedging
Activities,"  standardizes  the accounting for  derivative  instruments  by
requiring that all derivatives be recognized as assets and liabilities  and
measured  at  fair  value.   In June 1999, SFAS No.  137,  "Accounting  for
Derivative  Instruments and Hedging Activities-Deferral  of  the  Effective
Date  of  SFAS No. 133," was issued amending SFAS No. 133 by deferring  the
effective date for one year, to fiscal years beginning after June 15, 2000.
The Company is currently evaluating the effects of this pronouncement.


3.  Restructuring and Unusual Charge
--  --------------------------------

During  1997, the Company recorded a $1.5 million restructuring charge  for
discontinued   programs  and  reductions  in  its  corporate   headquarters
workforce.  The  $1.5  million  included  approximately  $0.9  million  for
severance  and  postemployment benefits for approximately  25  headquarters
employees.   The  discontinued  programs included  the  Company's  mortgage
lending,  utilities marketing and certain internet programs.   This  charge
was offset by a $2.1 million reduction in accrued costs for a restructuring
plan  formulated by the Company in late 1995, which was completed in  1997.
The $2.1 million reversal included four centers identified for closure that
had significantly improved market conditions and would remain open, as well
as  a change in the estimate of facility carrying costs for sold facilities
and those remaining to be sold.
                                   F-10

<PAGE> F-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During  the  first quarter of 1998, the Company implemented a restructuring
plan  (the  "1998 Plan") which resulted in the closing or consolidation  of
eight  sales and distribution and two manufacturing facilities in February,
the  sale  of  two sales and distribution facilities in March, and  further
reductions  in  headquarters staffing.  As a result of the 1998  Plan,  the
Company  recorded  a  restructuring charge of $5.4  million  in  the  first
quarter and an additional charge of $0.5 million in the third quarter.  The
$5.9 million cumulative charge included $4.1 million in estimated losses on
the disposition of closed facility assets and liabilities, $2.1 million  in
severance and postemployment benefits related to the 1998 plan, offset by a
benefit of $300,000 for adjustments to prior years' restructuring accruals.
The  $4.1  million  in estimated losses included the write-down  of  assets
(excluding real estate), to their net realizable value, of $3.4 million and
$700,000 in real estate carrying costs.  The $2.1 million in severance  and
postemployment benefits covered approximately 250 employees,  25  of  which
were  headquarters employees, that were released as a result of  reductions
in  headquarters  staffing  and the closing or  consolidation  of  the  ten
operating facilities.  The $300,000 benefit from prior years was  a  result
of  accelerated  sales of previously closed facilities  during  the  fourth
quarter of 1997 and first quarter of 1998.  The acceleration of these sales
resulted  in  a change in the estimate of facility carrying costs  for  the
sold  facilities.   At  December  26,  1998,  the  accrued  liability   for
restructuring had been reduced to zero.

For further information regarding the sale of closed center real estate see
Note 5.


4.  Acquisitions
--  ------------

The  Company  made four acquisitions during 1999, all component facilities.
The  total purchase price of these acquisitions was $14.3 million, of which
$13.0  million was paid in cash in 1999 with the remainder to  be  paid  in
2000  and 2001, payable in cash or stock at the option of the Company.   In
January,  the  Company  acquired the assets of a  wall  panel  manufacturer
located  in  Cookeville,  Tennessee.  In March, the  Company  acquired  the
assets  of  Porter  Building Products, a manufacturer of trusses  and  wall
panels,  located  in Bear, Delaware. In October, the Company  acquired  the
assets  of  Advanced Truss Systems, Inc. of Kings Mountain, North Carolina.
Advanced  Truss  Systems  is  a manufacturer of  engineered  wood  trusses,
servicing  the greater Charlotte, North Carolina, market. In November,  the
Company  acquired the assets of United Building Systems, Inc. of Lexington,
Kentucky.   United Building Systems is a manufacturer of  wall  panels  and
roof and floor trusses, in the Lexington, Kentucky, market.

The  costs  of these acquisitions have been allocated on the basis  of  the
fair  value of the assets acquired and the liabilities assumed.  The excess
of  the  purchase price over the fair value of the net assets acquired  for
three  of  the acquisitions resulted in goodwill, which is being  amortized
over a 20-year period on a straight-line basis.  All acquisitions have been
accounted for as purchases.  Operations of the companies acquired have been

                                   F-11

<PAGE> F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

included  in the accompanying consolidated financial statements from  their
respective acquisition dates.

During  1998, the Company acquired the operating assets of Eagle Industries
Inc.,  a  component  manufacturer, for a total cost of $1.8  million.   The
acquisition was accounted for as a purchase and the cost has been allocated
on  the  basis  of  the fair  value of the assets acquired and  liabilities
assumed.  This operation has been included in the accompanying consolidated
financial  statements  from its date of acquisition.  The  Company  had  no
acquisitions in 1997.

The  results  of  all  acquisitions were  not  material  to  the  Company's
consolidated operations.


5.  Property, Plant, and Equipment
--  ------------------------------

Property, plant and equipment is summarized as follows:
<TABLE>
<CAPTION>
                                       December 25,   December 26,
                                           1999           1998
                                       -----------    -----------
                                            (in thousands)
<S>                                     <C>            <C>
  Land and improvements                    $13,607        $12,115
  Buildings                                 29,634         26,341
  Machinery and equipment                   36,905         32,257
  Leasehold improvements                     3,118          3,059
  Construction in progress                   1,301            846
                                           -------        -------
  Gross property, plant, and equipment      84,565         74,618
  Less:  accumulated depreciation          (36,443)       (32,661)
                                           -------        -------
  Property, plant, and equipment
    in use, net                             48,122         41,957
  Assets held for sale, net                  2,477          3,873
                                           -------        -------
  Property, plant, and equipment, net      $50,599        $45,830
                                           =======        =======
</TABLE>

Sale of Real Estate
-------------------

Except  for  the sale/leaseback of the Company's Succasunna, NJ  sales  and
distribution facility in 1997, which included a $3,000,000 note  receivable
that  was collected within 60 days, all sales of real estate have been  for
cash.

In  1999,  the Company sold five pieces of real estate, all of  which  were
sales  and  distribution facilities, for a net gain of $1.4  million.   One

                                   F-12

<PAGE> F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

property, which had been held for sale since the first quarter of 1990, had
been  previously written down by $200,000 from its original net book  value
and  sold at a net loss of $23,000. The other four properties, one held for
sale  since 1992 and the others since 1998, had not been previously written
down and each were sold for net gains.

In  1998, the Company sold nine pieces of real estate, eight of which  were
sales and distribution facilities and one, an excess parcel of land, for  a
net  gain of $1.6 million.  Eight of the properties sold had been held  for
sale  since  the first quarter of 1998 and had not been previously  written
down  from  their original net book value.  The ninth property,  which  had
been held for sale since 1989, had been previously written down by $709,000
from its original net book value and sold at a net loss of $59,000.

In  1997, the Company sold 12 pieces of real estate for a net gain of  $6.0
million.   These transactions included the sale/leaseback of the  Company's
headquarters  and  the Succasunna sales and distribution facility  and  the
sale  of  nine sales and distribution facilities and one excess  parcel  of
land.  Of the properties sold, one sales and distribution facility was held
for  sale  since  1989, had been previously written down $99,600  from  its
original  net  book value, and sold at a loss of $100,400.   The  other  11
properties  had not been previously written down from book  value  and  had
been held for sale since 1992 (2 properties), 1995 (4 properties), 1996  (2
properties) and 1997 (3 properties).

The  Company reviews assets held for sale in accordance with SFAS No.  121.
At  December  25, 1999, the Company held seven properties for resale  which
had  been  written down to their estimated fair market values in  1997  and
prior.  In  1997, the Company recorded a loss of $156,000 to  report  land,
land  improvements and buildings held for sale at their  fair  value.   The
Company  did not record any impairment to the cost of assets held for  sale
in  1999 or 1998.   Certain of these properties are leased to others  until
such time that appropriate disposition can be affected.  These charges  are
included  in  the  caption  "restructuring  and  unusual  items"   on   the
Consolidated Statement of Operations.


6.   Accrued Liabilities
--   -------------------

Accrued liabilities consist of the following:
<TABLE>
<CAPTION>
                                    December 25,     December 26,
                                        1999             1998
                                    -----------      ------------
                                            (in thousands)
     <S>                             <C>              <C>
     Accrued payroll                   $ 11,401         $  9,498
     Accrued liability insurance          5,844            4,966
     Other                                8,250            5,625
                                        -------           ------
     Total accrued liabilities          $25,495          $20,089
                                        =======          =======
</TABLE>

                                   F-13

<PAGE> F-14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.  Long-Term Debt
--  --------------

Long-term debt obligations are summarized as follows:
<TABLE>
<CAPTION>
                                        December 25,     December 26,
                                            1999             1998
                                        -----------      -----------
                                                (in thousands)
     <S>                                <C>              <C>
     Revolving line of credit             $ 120,742        $  91,961

     Senior subordinated notes              100,000          100,000

     Other                                        -               16
                                           --------         --------

     Total long-term debt                   220,742          191,977
     Less current maturities                      -              (16)
                                           --------         --------

     Total long-term debt less
        current maturities                 $220,742         $191,961
                                           ========         ========
</TABLE>

Revolving Line of Credit
------------------------

At December 26, 1998, the Company had a revolving line of credit, which was
to  expire on March 31, 2001.  Under this line of credit the Company  could
borrow against certain levels of accounts receivable and inventory, up to a
maximum credit limit of $130,000,000.

On  February  17,  1999, the Company entered into a  new  revolving  credit
agreement with a group of financial institutions with an expiration date of
June  30, 2003.  The new revolving line of credit provided for, subject  to
restrictions  and  modifications discussed below, up  to  $160  million  of
revolving credit loans and credits.

A  commitment  fee  of 0.25% is payable on the unused  amount  of  the  new
revolving  line of credit.  Until delivery to the lenders of the  Company's
financial  statements  for the period ending June  26,  1999,  interest  on
amounts  outstanding  under the new revolving  line  of  credit  will  bear
interest  at a spread above the base rate of BankBoston, N.A. of 0.50%,  or
2.00% above the applicable LIBOR rate.  After that time, depending upon the
Company's rolling four-quarter interest coverage ratio, amounts outstanding
under the new revolving line of credit will bear interest at a spread above
the  base  rate  of  from  0% to 0.75% or from 1.50%  to  2.25%  above  the
applicable LIBOR rate.


On  July 8, 1999, the revolving credit agreement was amended to clarify the
definition of unused availibilty to allow the full amount of the  Company's
borrowing base to be included in the unused availibilty calculation.

                                   F-14

<PAGE> F-15

NOTES TO CONCOLIDATED FINANCIAL STATEMENTS

On  September  9,  1999,  the revolving credit  agreement  was  amended  to
increase the total commitment from $160 million to $200 million from May 15
through  November  15  of  each  year. At December  25,  1999,  the  amount
available  for additional borrowing was $38.8 million. The weighted-average
interest rate for the years ending December 25, 1999 and December 26,  1998
was approximately 7.72% and 8.22%, respectively.

With delivery to the lenders of the Company's financial statements for  the
period  ending  September 25, 1999, the Company's  borrowing  spreads  were
reduced  to  1.75% above the applicable LIBOR and to 0.25% above  the  base
rate.

Substantially  all  of  the  Company's accounts receivable,  inventory  and
general  intangibles are pledged as collateral for the  revolving  line  of
credit.   Availability  is limited to 85% of eligible  accounts  receivable
plus 60% of eligible inventory, with these percentages subject to change in
the permitted discretion of the agent for the lenders.  Covenants under the
related  debt  documents  require, among other  things,  that  the  Company
maintain unused availability under the revolving line of credit of at least
$15  million  (subject to increase in certain circumstances)  and  maintain
certain levels of tangible capital funds, as defined in the loan and credit
agreement.   In  addition, these documents restrict,  among  other  things,
capital  expenditures,  the  incurrence of additional  debt,  asset  sales,
dividends, investments, and acquisitions.

In  conjunction with the revolving credit agreement, the Company terminated
its  existing interest rate swap agreement and entered into a new  interest
rate swap agreement (see Note 12).

Senior Subordinated Notes
-------------------------

On October 22, 1993, the Company issued $100,000,000 principal amount of 10-
year  unsecured senior subordinated notes, due December 15, 2003.  Interest
on  the  notes  is  11-5/8%, payable semi-annually.   Covenants  under  the
related  indenture restricts, 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 amount of long-term debt of $220.7 million matures in fiscal
year 2003.

                                   F-15

<PAGE> F-16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.  Commitments and Contingencies
--  -----------------------------

At  December  25, 1999, the Company had accrued approximately $132,000  for
remediation  of  certain  environmental  and  product  liability   matters,
principally underground storage tank removal.

Many  of  the  sales  and  distribution facilities presently  and  formerly
operated by the Company contained underground petroleum storage tanks.  All
such tanks known to the Company located on facilities owned or operated  by
the  Company  have  been  filled or 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  $2.0  million  of costs, net  of  insurance  and  regulatory
recoveries, with respect to the filling or removing of underground  storage
tanks and related investigatory and remedial actions. Insignificant amounts
of  contamination have been found on excess properties sold over  the  past
five  years.  The Company has accrued $43,000 for estimated clean-up  costs
at 11 of its locations.

The  Company has been identified as having used two landfills which are now
Superfund  clean up sites, for which it has been requested to  reimburse  a
portion  of  the  clean  up costs.  Based on the amounts  claimed  and  the
Company's  prior  experience, the Company has  accrued  $28,000  for  these
matters.

The  Company is one of many defendants in two class action suits  filed  in
August of 1996 by approximately 200 claimants for unspecified damages as  a
result  of  health  problems claimed to have been caused by  inhalation  of
silica dust, a byproduct of concrete and mortar mix, allegedly generated by
a  cement  plant with which the Company has no connection other than  as  a
customer.  The Company has entered into a cost-sharing agreement  with  its
insurers, and any liability is expected to be minimal.

The Company is one of many defendants in approximately 145 actions, each of
which  seeks unspecified damages, in various Michigan state courts  against
manufacturers and building material retailers by individuals who  claim  to
have  suffered  injuries from products containing  asbestos.  Each  of  the
plaintiffs  in these actions is represented by one of two law  firms.   The
Company  is aggressively defending these actions and does not believe  that
these  actions  will have a material adverse effect on the Company.   Since
1993, the Company has settled 30 similar actions for insignificant amounts,
and  another 224 of these actions have been dismissed.  None of these suits
have made it to trial.

Losses  in  excess  of the $132,000 reserved as of December  25,  1999  are
possible but an estimate of these amounts cannot be made.

                                   F-16

<pgae> F-17

NOTES TO CONCOLIDATED FINANCIAL STATEMENTS

The  Company  is  involved  in various other legal  proceedings  which  are
incidental  to  the  conduct of its business. Certain of these  proceedings
involve potential damages for which the Company's insurance coverage may be
unavailable.  While  the  Company  does  not  believe  that  any  of  these
proceedings will have a material adverse effect on the Company's  financial
position,  annual  results  of operations or liquidity,  there  can  be  no
assurance of this.

Leases
------

The  Company has entered into operating leases for corporate office  space,
retail  space, equipment and other items.  These leases provide for minimum
rents.   These  leases  generally include options to renew  for  additional
periods.   Total  rent expense under all operating leases was  $13,640,000,
$12,193,000,  and  $10,616,000  for the  years  ended  December  25,  1999,
December 26, 1998, and December 27, 1997, respectively.

Future  minimum  commitments  for noncancelable  operating  leases  are  as
follows:
<TABLE>
<CAPTION>
               Year                       Amount
               ----                       ------
              <S>                        <C>
                                        (in thousands)
               2000                       $10,316
               2001                         8,684
               2002                         7,555
               2003                         5,612
               2004                         3,404
               Thereafter                  23,884
                                           ------
                 Subtotal                  59,455
               Less sublease income       ( 7,489)
                                           ------
                 Total                    $51,966
                                           ======
</TABLE>


9.  Stockholders' Equity
--  --------------------

Preferred Stock
---------------

As  of  December 25, 1999, the Company had authorized 3,000,000  shares  of
preferred stock, none of which were issued or outstanding.

Common Stock
------------

The  Company  currently has one class of common stock:  Common  Stock,  par
value  $.01 per share.  At December 25, 1999, there were 20,000,000  shares
of Common Stock authorized and 8,224,888 shares issued and outstanding.  In

                                   F-17

<PAGE> F-18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

addition,  at  December  25,  1999, 895,369 shares  of  Common  Stock  were
reserved for issuance under the Company's 1993 Long-Term Incentive Plan and
1993 Director Incentive Plan.

Warrants
--------

The  Company's unexercised outstanding warrants for 3,068 shares of  Common
Stock  expired  in May 1998, and, as of December 25, 1999,  there  were  no
warrants outstanding or Common Stock reserved for issuance under warrants.

Stock Compensation Plans
------------------------

As of December 25, 1999, the Company has two stock-based compensation plans
(both  fixed option plans), which are described below. Under the 1993 Long-
Term  Incentive plan as amended on November 30, 1994, the Company may grant
options  and  other  awards to its employees for up to  835,000  shares  of
common  stock.   Under the 1993 Director Incentive plan,  the  Company  may
grant  options and other awards to directors with for up to 75,000  shares.
The exercise price of grants equals or exceeds the market price at the date
of  grant.  The options have a maximum term of 10 years.  For non-officers,
the options generally become exercisable in equal installments over a three-
year  period from the date of grant.  For officers the vesting periods  can
vary by grant.

Since  the  Company  applies APB Opinion 25 and related interpretations  in
accounting  for  its  plans, no compensation cost has  been  recognized  in
conjunction  with  these plans.  Had compensation cost  for  the  Company's
stock-based  compensation plans been determined consistent with  SFAS  123,
the Company's net income and earnings per share would have been reduced  to
the  pro  forma  amounts indicated below (in thousands,  except  per  share
data):
<TABLE>
<CAPTION>

Year                                   1999        1998         1997
----                                   ----        ----         ----
<S>                 <S>              <C>          <C>        <C>
Net income (loss)   As reported      $7,588       $(965)     $(1,560)
                    Pro forma        $7,357     $(1,082)     $(1,772)

Basic income        As reported        $.92       $(.12)       $(.19)
  (loss) per share  Pro forma          $.90       $(.12)       $(.19)

Diluted income      As reported        $.91       $(.12)       $(.19)
  (loss) per share  Pro forma          $.88       $(.12)       $(.19)
</TABLE>

The fair value of each option grant is estimated on the date of grant using
the  Black-Scholes option-pricing model with the following weighted-average
assumptions  used  for  grants  in  1999,  1998,  and  1997,  respectively:
dividend  yield of 0% for all years, expected volatility of 49%,  48%,  and
43%;  risk-free interest rates of 5.1%, 5.6%, and 6.6%; and expected  lives
of 5.6, 5.6, and 6.6 years.

                                   F-18

<PAGE> F-19

NOTES TO CONCOLIDATED FINANCIAL STATEMENTS

A  summary  of the status of the Company's fixed stock option plans  as  of
December  25,  1999, December 26, 1998, and December 27, 1996  and  changes
during the years ended on those dates is presented as follows:
<TABLE>
<CAPTION>
                             1999                  1998                1997
                             ----                  ----                ----
                           Weighted              Weighted            Weighted
                            Average               Average             Average
                            Exercise              Exercise            Exercise
Fixed Options           Shares    Price        Shares     Price     Shares     Price
-------------           ------    -----        ------     -----     ------     -----
<S>                     <C>       <C>          <C>        <C>       <C>        <C>
Outstanding beginning
  of  year              734,263  $ 7.67        668,283   $10.09     612,282    $10.94
Granted                 121,475  $ 4.85        238,750  $  3.45     108,350   $  5.12
Exercised                (3,617) $ 3.91        (11,014) $  4.55           -       n/a
Forfeited-nonvested     (33,290) $ 4.33        (97,070) $  9.71     (46,981)  $  8.22
Forfeited-exercisable   (30,759) $12.33        (64,686) $  9.71      (5,168)  $ 22.36
Expired                       -     n/a              -      n/a           -       n/a
Canceled                      -     n/a              -      n/a        (200)   $15.00
                         ------   -----         ------     ----       -----     -----

Outstanding end
  of  year              788,072 $ 7.22         734,263  $  7.67     668,283    $10.09

Options exercisable
     at year end        384,720 $10.23         256,627  $ 11.39     214,402    $14.26

Options available for
  future grant at
  year end              107,297                164,723              241,717
</TABLE>

Weighted-average fair value of options granted during the year where:
<TABLE>
<CAPTION>
                                             1999      1998      1997
                                             ----      ----      ----
 <S>                                       <C>       <C>       <C>
 Exercise price equals market price         $2.51     $1.62     $2.77
 Exercise price exceeds market price          n/a       n/a       n/a
 Exercise price is less than  market price    n/a       n/a       n/a
</TABLE>

The  following  table  summarizes information  about  fixed  stock  options
outstanding at December 25, 1999:

                                   F-19

<PAGE> F-20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                        Options Outstanding               Options Exercisable
               ------------------------------------     -----------------------
                                Weighted-
                                 Average    Weighted-                 Weighted-
   Range of       Number        Remaining   Average      Number       Average
   Exercise     Outstanding    Contractual  Exercise     Exercisable  Exercise
    Prices      at 12/25/99     Life        Price        at 12/25/99  Price
    ------      -----------     ----        ------       -----------  -----
<S>             <C>            <C>         <C>          <C>          <C>
$ 3.06 - $ 5.75  584,749        7.80 years  $ 4.34       181,397      $ 4.34
$10.95 - $23.25  203,323        4.70 years  $15.48       203,323      $15.48
</TABLE>


Earnings Per Share
------------------

The  Company calculates earnings per share in accordance with SFAS No. 128.
The following is the reconciliation of the numerators and denominators used
for basic and diluted earnings per share:
<TABLE>
<CAPTION>
                                      1999        1998          1997
                                      ----        ----          ----
<S>                              <C>          <C>          <C>
Numerators:
  Net income (loss) - for basic
    and diluted EPS               $7,588,000   $(965,000)   $(1,560,000)
                                   =========    ========     ==========

Denominators:
  Weighted average common
     shares - for basic EPS        8,216,265   8,197,542      8,168,257
     Common shares from options       32,115           -              -
     Other common stock equivalents   82,191           -              -
                                   ---------   ---------      ---------

  Weighted average common
     shares - for diluted EPS      8,330,571   8,197,542      8,168,257
                                   =========   =========      =========
</TABLE>

In  years  where  net losses are incurred, diluted weighted-average  common
shares  are not used in the calculation of diluted EPS as it would have  an
anti-dilutive  effect  on EPS.  In addition, options  to  purchase  227,000
weighted-average shares of common stock during 1999  were not  included  in
the  diluted  EPS  as the options' exercise prices were  greater  than  the
average market price.


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

                                   F-20

<PAGE> F-21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ended  December  25, 1999, December 26, 1998, and December  27,  1997  were
$1,754,000, $1,480,000, and $1,606,000, 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 during the employee's  active  service
period.

The  following  tables  reconcile the postretirement  benefit,  the  plan's
funded  status  and  actuarial assumptions, as  required  by  Statement  of
Financial  Accounting  Standard  No.  132,  "Employers'  Disclosures  about
Pensions and Other Postretirement Benefits."
<TABLE>
<CAPTION>
                                         December 25,        December 26,
                                             1999                1998
                                         -----------         -----------
                                                 (in thousands)
 <S>                                        <C>                 <C>
  Change in accumulated postretirement
         benefit obligation:
    Benefit obligation at beginning
         of year                             $2,749              $2,578
    Service cost                                244                 233
    Interest cost                               151                 170
    Participant contributions                     -                   -
    Claims paid                                (241)               (216)
    Actuarial gains                            (761)                (16)
    Plan amendments                               -                   -
                                              ------             ------
    Benefit obligation at year end            $2,142             $2,749
                                              ======             ======


  Change in plan assets:
    Fair value of plan assets                      -                  -

  Reconciliation of funded status:
    Funded status                            $(2,142)           $(2,749)
    Unrecognized transition obilgation             -                  -
    Unrecognized prior service cost              (39)               (49)
    Unrecognized actuarial gain                 (876)              (154)
                                             -------            -------
    Net amount recognized as other
        long-term liabilities                $(3,057)           $(2,952)
                                             =======            =======


  Weighted-average assumptions as of year-end:
    Discount rate                               8.00%              6.75%
    Expected return on assets                    n/a                n/a
    Medical cost trend                          6.00%              6.00%
</TABLE>


                                   F-21
<PAGE> F-22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                               December 25,    December 26,   December 27,
                                  1999             1998           1997
                               -----------     -----------    -----------
                                              (in thousands)
 <S>                          <C>              <C>            <C>
  Components of net periodic
        benefit cost:
    Service cost               $   244          $   233        $   197
    Interest cost                  151              171            176
    Expected return on
        plan assets                n/a              n/a            n/a
    Amortization of transition
        obligation                   -                -              -
    Amortization of prior
        service cost               (10)             (10)           (10)
    Amortization of actuarial
        loss                       (39)               -              -
                                 -----            -----          -----
  Net periodic benefit cost     $  346           $  394         $  363
                                 =====            =====          =====


                               December 25,    December 26,  December 27,
                                  1999             1998         1997
                               -----------     -----------   -----------
                                            (in thousands)
  Weighted average assumptions
      used in computing net
      periodic benefit cost:
    Discount rate                 6.75%            7.25%        7.75%
    Expected return on
      plan assets                  n/a              n/a          n/a
    Medical cost trend            6.00%            6.00%        6.00%
</TABLE>
<TABLE>
<CAPTION>

  Health care cost trend sensitivity:        1% Increase      1% Decrease
                                             -----------      -----------
   <S>                                         <C>           <C>
    Effect on total service cost and
      interest cost components                    $  18        $  (17)
Effect on postretirement benefit obligation          47           (44)
</TABLE>


Postemployment Benefits
-----------------------

The Company provides certain postemployment benefits to qualified former or
inactive  employees who are not retirees.  The Company had accrued $161,000
and  $165,000  at  December 25, 1999 and December 26,  1998,  respectively.
These  benefits  include  salary continuance,  severance,  and  healthcare.
Salary  continuance  and  severance pay are based on  normal  straight-line
compensation  and  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.

                                   F-22

<PAGE> F-23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.  Income Taxes
---  ------------
The Company and its subsidiaries file a consolidated federal income tax
return.  As of December 25, 1999, the Company has net operating loss
carryforwards available to offset income of approximately $35.9 million
expiring in the years 2006 through 2018.

The income tax provision consists of both current and deferred amounts.
The components of the income tax provision are as follows:
<TABLE>
<CAPTION>
                             December 25,       December 26,      December 27,
                                1999               1998               1997
                             -----------        -----------       -----------
                                              (in thousands)
<S>                          <C>                <C>               <C>
Taxes currently payable:
  State income tax            $  1,122           $  1,019          $  1,099
  Federal income tax               161                  -                 -
Deferred expense (benefit)       4,460               (330)             (153)
                               -------             ------            ------
Total income tax expense      $  5,743           $    689          $    946
                               =======            =======           =======
</TABLE>


Tax provision and credits are recorded at statutory rates for the 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 reflect the net effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes.   The valuation allowance
primarily relates to losses incurred on certain investments which the
Company believes may not be fully deductible for tax purposes.  Management
has determined, based on the Company's positive earnings in 1999 and its
expectations for the future, that operating income of the Company will more
likely than not be sufficient to fully recognize its remaining net deferred
tax assets.  The components of the deferred tax assets and liabilities at
December 25, 1999, December 26, 1998 and December 27, 1997, respectively,
are as follows:

                                   F-23

<PAGE> F-24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                December 25,      December 26,      December 27,
                                   1999              1998              1997
                                -----------       ------------      -----------
                                                (in thousands)
<S>                             <C>               <C>               <C>
Deferred income tax assets:
Trade accounts receivable      $   1,591         $   1,727         $   1,469
Inventories                        2,016             1,813             1,895
Accrued personnel cost             1,671             2,037             2,013
Other accrued liabilities          4,515             6,051             6,743
Net operating loss                13,917            17,151            16,164
Other                              3,483             3,337             3,348
                                --------          --------          --------
Gross deferred income tax assets  27,193            32,116            31,632
Less: valuation allowance         (1,132)           (1,542)           (1,542)
                                --------          --------          --------
Total deferred income tax assets  26,061            30,574            30,090

Deferred income tax liabilities:
Property, plant and equipment      1,244             1,312             1,394
Goodwill and trademark             2,938             2,923             2,687
                                 -------          --------          --------
Total deferred income tax          4,182             4,235             4,081
                                --------          --------          --------
Net deferred tax assets        $  21,879         $  26,339         $  26,009
                                ========          ========          ========
</TABLE>

The following table summarizes significant differences between the
provision for income taxes and the amount computed by applying the
statutory federal income tax rates to income before taxes:
<TABLE>
<CAPTION>
                              December 25,      December 26,      December 27,
                                 1999              1998              1997
                              -----------       -----------       -----------
                                              (in thousands)
<S>                        <C>               <C>               <C>
Tax/ (benefit) computed at
  U.S. statutory tax rate   $    4,666        $      (96)       $     (215)
State and local taxes            1,159               662               714
Alternative minimum tax
  Differential                     161                 -                 -
Other                             (243)              123               447
                              --------          --------          --------
Total tax provision         $    5,743        $      689        $      946
                              ========          ========          ========

</TABLE>
                                   F-24

<PAGE> F-25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.  Financial Instruments
---  ---------------------
The Company uses financial instruments in its normal course of business  as
a  tool to manage its assets and liabilities. The Company does not hold  or
issue  financial  instruments  for  trading  purposes.   Gains  and  losses
relating to hedging contracts are deferred and recorded in income or as  an
adjustment  to the carrying value of the asset at the time the  transaction
is  complete.   Payments or receipts of interest under interest  rate  swap
arrangements  are accounted for as an adjustment to interest expense.   The
fair  value  of  such  financial instruments is determined  through  dealer
quotes.  For  cash  and  cash  equivalents, accounts  receivable,  accounts
payable and notes payable, the carrying amount approximates fair value  due
to the short maturity of these instruments.

The  estimated fair values of the Company's material financial  instruments
are as follows:

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.
<TABLE>
<CAPTION>
                                         Fair          Carrying
                                        Value           Value
                                        -----           -----
                                             (in thousands)
     <S>                            <C>              <C>
     1999 Financial Liabilities:
     Long-term Debt
     Revolver                         $ 120,742       $ 120,742
     Senior Subordinated Notes           85,000         100,000

     1998 Financial Liabilities:
     Long-term Debt
     Revolver                         $  91,961       $  91,961
     Senior Subordinated Notes           84,000         100,000
</TABLE>

Lumber Futures Contracts
------------------------
The  Company enters into lumber futures contracts as a hedge against future
lumber  price fluctuations.  All futures contracts are purchased to protect
long-term  pricing  commitments on specific future customer  purchases.  At
December  25, 1999, the Company had 15 lumber futures contracts outstanding
with  a  total  market value of $552,000 and an immaterial  net  unrealized
loss.  These contracts all mature in 2000.

                                   F-25

<PAGE> F-26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Interest Rate Swap
------------------
At  December  26,  1998,  the Company had in place an  interest  rate  swap
agreement which effectively fixed the interest rate on $40 million  of  the
Company's  borrowings under its floating rate revolving line of  credit  at
8.11%  (subject to adjustments in certain circumstances), for three  years.
This interest rate swap was operative while the 30-day LIBOR borrowing rate
remained  below 6.7%.  The agreement also included a floor  LIBOR  rate  at
4.6%.   At  December 23, 1998 the 30-day LIBOR borrowing rate  was  5.625%.
The fair value of the interest rate swap agreement, in accordance with SFAS
No. 107, at December 26, 1998 was a negative $400,000.

On  February  17,  1999,  in conjunction with the Company's  new  revolving
credit  agreement  (see Note 7), the Company terminated its  interest  rate
swap  agreement  and entered into a new interest rate swap agreement.  This
new  agreement  effectively fixed the Company's  borrowing  cost  at  7.75%
(based  on  the LIBOR plus 2.00% pricing in effect on February  17,  1999),
reduced from 8.11% under the old agreement, for three years, on $40 million
of  the  Company's  borrowings under its floating rate  revolving  line  of
credit.  At September 25, 1999, the Company's performance reduced the  rate
charged  to  LIBOR plus 1.75%, fixing the Company's borrowing cost  on  $40
million  at  7.50% through December 25, 1999.  Unlike the prior  agreement,
this  interest rate swap has no provisions for termination based on changes
in the 30-day LIBOR borrowing rate.


13.  Related Party Transactions
-------------------------------
In  February  1998,  as part of the determination made by  the  Company  to
discontinue or sell non-core programs, the Company sold certain  operations
to  its majority stockholder for a three-year $870,000 unsecured promissory
note and 10% of future net income of these operations (subject to a maximum
of $429,000 plus interest).  At December 25, 1999 this stockholder had made
payments  of  $545,046 under the promissory note and  was  delinquent  with
respect  to  required payments of approximately $82,486  of  principal  and
interest.  The Company and the stockholder have reached an agreement that
requires all accrued interest to be paid by March 31, 2000 and that extends
the terms for repayment of principal.

In   1999,  the  Company  paid  approximately  $660,000  in  reimbursements
primarily  to  affiliates of the Company's chairman, for costs  related  to
services  provided to the Company during 1999 by certain employees  of  the
affiliated company and use of a corporate aircraft.  Total payments in 1998
and  1997  for similar services were approximately $730,000 and $1,289,000,
respectively.

In June of 1996, the Company entered into a mortgage lending agreement with
an  affiliate  of the Company's chairman.  In exchange for  providing  home
construction  loans to the Company's customers the Company reimbursed  this
affiliate for certain start-up expenses.  Reimbursements in 1998  and  1997

                                   F-26

<PAGE> F-27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

were approximately $115,000 and $1,045,000, respectively, and were expensed
as  incurred.   In late 1997, this affiliate's involvement in  the  program
ceased.   No reimbursements were made in 1999.

A  former director and executive officer of the Company was, during most of
1998 and all of 1997, a shareholder of the law firm that is general counsel
to the Company.  The Company paid this firm $741,000 and $665,000 for legal
services provided to the Company during 1998 and 1997, respectively.


14. Other Operating Income
--------------------------
Other  operating  income on the Company's Statement of Operations  includes
primarily  the  sale or disposal of property, plant and equipment,  service
charges  assessed customers on past due accounts receivables  and  casualty
gains/losses.  The sale of property, plant and equipment includes the  sale
of 5, 9, and 12 pieces of real estate in 1999, 1998 and 1997, respectively.
In  1998, casualty gains of $1.0 million were recorded as a result  of  the
differences  between insured replacement cost and net book value  resulting
from  fire  and  storm  damage  at  certain  of  the  Company's  sales  and
distribution  facilities.   The  following  table  summarizes   the   major
components of other operating income by year.
<TABLE>
<CAPTION>
                                              Other Operating Income
                                                    Gain/(Loss)

                                             1999      1998      1997
                                             ----      ----      ----
                                                  (in thousands)
<S>                                       <C>       <C>       <C>
Sale of property, plant
  and equipment                            $ 1,821   $ 2,111   $ 6,180
Accounts receivable service charges          2,460     2,331     2,170
Casualties                                    (556)      670      (284)
Other                                        1,927     1,725     2,623
                                            ------    ------    ------
Total                                      $ 5,652   $ 6,837   $10,689
                                            ======    ======    ======
</TABLE>

15.  Barter Transaction
-----------------------
At  any  given time approximately 1% to 2% of the Company's total inventory
will be   classified   as   delete   or   obsolete   merchandise.  Delete or
obsolete merchandise consists of inventory that, while in good sellable
condition, will be discontinued for one of several business reasons.  This
inventory, which may consist of items from any of the Company's product lines,
historically  has been marked down in value by approximately 20% to 30% of
its original cost.

In September  of  1998, the  Company  entered into a transaction in which it
exchanged   delete/obsolete  merchandise,  with an impaired book  value  of

                                   F-27

<PAGE> F-27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$1.2 million, for barter credits at a stated value of $1.6 million.  As part
of the barter  transaction the Company had agreed to sell the merchandise for
the new owner, on a  clearance basis, and remit the proceeds, up to $350,000,
to the owner.  The Company  entered into  the transaction  to free valuable
showroom and storage space for new merchandise.  The value of this merchandise
had been previously reduced from its original cost of approximately $1.6
million to $1.2 million, based on the Company's most recent sales information.
Initially the exchange was considered to be a non-monetary exchange, as
outlined under APB 29 and EITF 93-11, and no further impairment was recorded
at that time.  The  barter credits were recorded as a prepaid expense with a
value of $1.2 million.

Subsequent to the second quarter of 1999, the Company restated its September
1998   financial  statements to account for the  barter  transaction  as  a
monetary transaction, upon  receiving  written  confirmation  from a  second
"Big Five" accounting  firm  and  after  careful  review  and concurrence of
its Board of Directors  Audit  Committee.  A non-cash charge of $844,000 has
now  been recorded to reduce  the  value of the inventory exchanged, and the
resulting book value of the barter  credits, from approximately $1.2 million
to $350,000.  As a result of  this change, the Company will also record
increased future earnings for each dollar of barter credits used in excess
of $350,000.

The  following  table  reconciles the amounts previously  reported  to  the
amounts currently being reported in the condensed consolidated statements of
operations for the year ended December 26, 1998 (amounts in thousands, except
per share data).
<TABLE>
<CAPTION>
                                                    Restatement
                                       Previously    for Barter
                                        Reported    Transaction   As Restated
                                        --------    -----------   -----------
<S>                                    <C>          <C>           <C>
Income  (loss)  before income taxes     $    568     $   (844)     $   (276)
Provision   for  income  taxes             1,019         (330)          689
                                         -------      -------       -------
Net loss                                $   (451)    $   (514)     $   (965)

Basic and diluted loss
   per  common share                    $  (0.06)    $  (0.06)     $  (0.12)
</TABLE>


16.  Selected Quarterly Financial Data (unaudited)
--------------------------------------------------
The  following  table contains selected unaudited quarterly financial  data
for  the years ended December 25, 1999, December 26, 1998 and December  27,
1997.   Quarterly  earnings/(loss) per share may  not  total  to  year  end
earnings/(loss)  per  share due to the issuance  of  additional  shares  of
Common Stock during the course of the year.

                                   F-28

<PAGE> F-29

NOTES TO CONSOLIDATED FINANACIAL STATEMENTS
<TABLE>
<CAPTION>
                         QUARTERLY FINANCIAL DATA
                            Three Months Ended
           (in millions, except per share data and percentages)

                                                              Basic / Diluted
                          Net Sales as a                       Net Earnings/
                           % of Annual    Gross   Net Income     (Loss) per
                 Net Sales  Net Sales    Profit     /(Loss)     Common Share
                 ---------  ---------    ------     -------     ------------
<S>              <C>        <C>         <C>        <C>         <C>
1999
  March 27        $191.1      17.6%      $45.9      $(3.3)      $(.40)/(.40)
  June 26          288.7      26.6        66.3        3.6         .44 / .43
  September 25     325.4      30.0        73.8        5.0         .61 / .61
  December 25      279.4      25.8        67.6        2.2         .27 / .26

1998
  March 28        $168.8      18.5%      $41.0      $(6.8)      $(.83)/(.83)
  June 27          237.1      26.1        56.1        2.8          .34/.34
  September 26     261.1      28.7        60.2        2.3          .28/.28
  December 26      243.3      26.7        58.2        0.7          .09/.09

1997
  March 29        $159.3      18.0%      $36.9      $(5.2)      $(.63)/(.63)
  June 28          237.3      26.9        54.3        1.3          .16/.16
  September 27     266.3      30.1        60.3        1.8          .22/.22
  December 27      221.1      25.0        51.5        0.5          .06/.06
</TABLE>



                                   F-29

<PAGE> S-1



                     REPORT OF INDEPENDENT ACCOUNTANTS





To the Stockholders and
Board of Directors of Wickes Inc.

Our report on the consolidated financial statements of Wickes Inc. is
included as page F-2 of this Form 10-K. In connection with our audits of
such financial statements, we have also audited the related financial
statement schedule listed in Item 14 of this Form 10-K for the years ended
December 26, 1998 and December 27, 1997.  In our opinion, the information
pertaining to the years ended December 26, 1998 and December 27, 1997 in
this financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with
the related consolidated financial statements.



                                   /s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 23, 1999











                                   S-1

<PAGE> S-2
<TABLE>
<CAPTION>
                       WICKES INC. AND SUBSIDIARIES

              Schedule II - Valuation and Qualifying Accounts

       For the Years Ended December 25, 1999, December 26, 1998, and
                             December 27, 1997
                              (in thousands)


        Col. A           Col. B                 Col. C                   Col. D           Col. E
        ------           ------                 ------                   ------           ------
                                               Additions
                                         (1)               (2)                           Balance
                       Balance at     Charged to        Charged to                         at
                       Beginning      Costs and           Other                          End of
     Description       of Period       Expenses         Accounts(a)    Deductions(b)     Period
     -----------       ---------       --------         -----------    -------------     ------
<S>                     <C>            <C>              <C>            <C>               <C>
1999:
Allowance for doubtful
    accounts             $4,393         $1,724           ($ 40)          $1,972           $4,105

1998:
Allowance for doubtful
    accounts             $3,765         $2,915           ($103)          $2,184           $4,393

1997:
Allowance for doubtful
    accounts             $4,289         $1,707           ($190)          $2,041           $3,765



(a)  Allowance for doubtful accounts charged to restructuring reserve in 1997
     & 1998, and to other operating income 1999.
(b)  Reserved accounts written-off.

</TABLE>





                                   S-2

<PAGE> S-2


                               Exhibit Index
                               -------------

Exhibit
Number    Description
------    -----------
 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  for  the  period
          ended June 1994).

    (c)*  Second Amendment to Second Amended and Restated Certificate
          of Incorporation (incorporated by reference to Exhibit 3.1 to the
          Registrant's  Quarterly Report on Form 10-Q for the period  ended
          June 1997).


 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(a)*  Credit  Agreement dated February 17, 1999, among the  Registrant,
          as   Borrower,  each  of  the  financial  institutions  signatory
          thereto,  BankBoston Business Credit as Administrative Agent  and
          Issuing  Bank, BancBoston Robertson Stephens Inc. as  Syndication
          Agent, and Nationsbank, N.A. as Documentation Agent (incorporated
          by  reference to Exhibit 4.1 of the Registrant's Annual Report on
          From 10-K for the year ended December 26, 1998).

 4.1(b)*  First Amendment dated July 8, 1999 (incorporated by reference  to
          Exhibit  4.1  to  the Registrant's Report on Form  10-Q  for  the
          period ended June 26, 1999).

 4.1(c)*  Second  Amendment  dated  September  14,  1999  (incorporated  by
          reference to Exhibit 4.1 to the Registrant's Quarterly Report  on
          Form 10-Q for the period ended September 25, 1999).

 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).



<PAGE>



10.1*     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).



10.2(a)*  Amended and Restated 1998 Long-Term Incentive Plan  of  the
          Registrant  (incorporated by reference to  Exhibit  10.8  to  the
          Registrant's  Annual  Report on Form  10-K  for  the  year  ended
          December 1994 (the "1994 Form 10-K")).

    (b)*  Amendment  No.  1  (incorporated by  reference  to  Exhibit
          10.8(b)  to the Registrant's Annual Report on Form 10-K  for  the
          year ended December 1996).

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

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

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

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

    (g)*  Amendment No. 2 (incorporated by reference to Exhibit  10.4
          to the 1997 Form 10-K).

    (h)*  Form  of  Option Agreement (incorporated  by  reference  to
          Exhibit 10.4 to the 1997 Form 10-K).


10.3(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 for the period  ended
          March 26, 1994).

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


<PAGE>



10.4*     Special Severance and Stay Incentive Bonus Plan (incorporated  by
          reference  to Exhibit 10.7 to the Registrant's Annual  Report  on
          Form  10-K for the year ended December 1997 (the "1997  Form  10-
          K")).


10.5(a)*  Agreement  dated  November  4, 1997 between  the  Registrant  and
          Riverside Group, Inc. (incorporated by reference to Exhibit  10.1
          to  the Registrant's Quarterly Report on Form 10-Q for the period
          ended  September 1997).

          (b)*  Amendment and Closing Agreement to Agreement dated November
          4,   1997  between  the  Registrant  and  Riverside  Group,  Inc.
          (incorporated by reference to Exhibit 10.9 to the 1997  Form  10-
          K).

10.6**    Agreement  between the Registrant  and  Buildscape, Inc.

21.1**    List of Subsidiaries of the Registrant.


23.1**    Consent of PricewaterhouseCoopers LLP.

23.2**    Consent of Deloitte & Touche LLP.

27.1**    Financial data schedule (SEC use only).

*         Incorporated by reference.
**        Filed herewith.

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.

<PAGE>

                                                                Exhibit 21.1
----------------------------------------------------------------------------



                    LIST OF SUBSIDIARIES OF REGISTRANT



Name                                    State of Incorporation
----                                    ----------------------

Lumber Trademark Company                Illinois

GLC Division, Inc.                      Delaware



<PAGE>


                                                                Exhibit 23.1
----------------------------------------------------------------------------





                    CONSENT OF INDEPENDENT ACCOUNTANTS
                    ----------------------------------


We consent to the incorporation by reference in the registration statements
of  Wickes Inc. on Form S-8 (File Nos. 33-85380, 33-88010 and 33-90240)  of
our  report  dated  February 23, 1999 (except  for  Note  15  in  the  1999
financial  statements and Note 16 in the 1998 financial  statements  as  to
which  the  date  is  August 31, 1999), on our audits of  the  consolidated
financial  statements and financial statement schedule of Wickes  Inc.  and
Subsidiaries  as  of December 26, 1998 and for the two  years  then  ended,
which reports are included in this 1999 Annual Report on Form 10-K.


                              /s/PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
March 22, 2000





<PAGE>



                                                                Exhibit 23.2
----------------------------------------------------------------------------



INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Registration Statements
of Wickes Inc. and Subsidiaries on Form S-8 (File Nos. 33-85380, 33-88010,
33-90240) of our report dated February 22, 2000, appearing and incorporated
by reference in the Annual Report on Form 10-K of Wickes Inc. and
Subsidiaries for the year ended December 25, 1999.

/s/ DELOITTE & TOUCHE LLP
Chicago, IL
March 23, 2000