<PAGE>  1
                               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 28, 1996
                                    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. 0-22468
                                     
                           WICKES LUMBER COMPANY
                           ---------------------
          (Exact name of registrant as specified in its charter)
<TABLE>
     <S>                                  <C>
            Delaware                               36-3554758
            --------                               ----------
     (State of Incorporation)             (IRS Employer Identification No.)

          706 North Deerpath Drive, Vernon Hills, Illinois  60061
          -------------------------------------------------------
                 (Address of principal executive offices)
</TABLE>
                              (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 28, 1997, the Registrant had 7,663,521 shares of Common
Stock,  par  value $.01 per share, and 499,768 shares of Class B Non-Voting
Common  Stock,  par  value $.01 per share, outstanding, and  the  aggregate
market  value of outstanding voting stock (based on the last sale price  on
the  NASDAQ  National Market System of Common Stock on that date)  held  by
nonaffiliates was approximately $19,200,000 (includes the market  value  of
all  such  stock other than shares beneficially owned by 10%  stockholders,
executive officers and directors).

                    DOCUMENTS INCORPORATED BY REFERENCE
                    -----------------------------------
    Portions  of  the Registrant's Proxy Statement in connection  with  its
Annual Meeting of Shareholders tentatively scheduled to be held on May  20,
1997,  are  incorporated  by  reference  into  Part  III  hereof,  as  more
specifically described herein.

<PAGE>  2
       
                     TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                         Page No.
<S>       <C>                                            <C>
                          PART I

Item 1.   Business                                          3
Item 2.   Properties                                       17
Item 3.   Legal Proceedings                                18
Item 4.   Submission of Matters To a Vote
            of Security-Holders                            19


                          PART II

Item 5.   Market For Registrant's Common Equity
            and Related Stockholder Matters                20
Item 6.   Selected Financial Data                          20
Item 7.   Management's Discussion and Analysis
            of Financial Condition and Results
            of Operations                                  24
Item 8.   Financial Statements and Supplementary Data      36
Item 9.   Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosure         36


                          PART III

Item 10.  Directors and Executive Officers 
            of the Registrant                              37
Item 11.  Executive Compensation                           37
Item 12.  Security Ownership of Certain 
            Beneficial Owners and Management               37
Item 13.  Certain Relationships and Related Transactions   37


                          PART IV

Item 14.  Exhibits, Financial Statement Schedules,
            and Reports on Form 8-K                        38

SIGNATURES                                                 39
</TABLE>

                                   2
<PAGE>  3
                                  PART I


Item 1. BUSINESS.
-----------------
    Wickes  Lumber Company ("Wickes" or the "Company") is a major  retailer
and  distributor of building materials.  The Company sells its products and
services  primarily  to residential and commercial building  professionals,
repair  and remodeling contractors, and to a lesser extent, project  do-it-
yourselfers  ("DIYers") involved in major home improvement  projects.   The
Company  operates  110  building centers  in  24  states  in  the  Midwest,
Northeast,  and  South and twelve component manufacturing  facilities  that
produce and distribute pre-hung door units, roof and floor trusses,  framed
wall panels, and pre-assembled windows.


Background
----------
    The  Company was formed as a Delaware corporation in 1987 and in  April
1988  completed  the acquisition (the "1988 Acquisition") of  an  operating
division  that had commenced in 1952 with a single building  center.   Upon
completion  of the 1988 Acquisition, the Company's operations consisted  of
223  building centers and 10 component manufacturing facilities.  From 1988
through 1993, the Company reduced the number of its building centers to 124
and the number of its component manufacturing facilities to six.

    On  October  22, 1993, the Company completed a plan of recapitalization
(the  "Recapitalization Plan") 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.

    In 1994, the Company commenced an acquisition program which resulted in
the   acquisition   of   fifteen  building  centers  and   five   component
manufacturing  facilities  during 1994 and 1995,  principally  through  the
acquisition  of the Gerrity Lumber business.  For further information,  see
Note  4  of  Notes to Consolidated Financial Statements included  elsewhere
herein.

    During the fourth quarter of 1995 the Company committed to a plan  (the
"1995 Plan") to reduce the number of under-performing building centers, the
corresponding overhead to support these building centers, and to strengthen
its  capital structure.  The operational changes contemplated by this  plan
were  begun  on  December  29,  1995.  Since that  date,  the  Company  has
consolidated  or  closed 18 building centers and has identified  additional
building centers for consolidation or closing.  The plan also included  the
modification   and  extension  of  the  Company's  bank  revolving   credit
agreement, which was completed on March 12, 1996, and the private sale of 2
million  newly-issued shares of the Company's Common Stock for $10 million,
which  occurred  on June 20, 1996.  In connection with the 

                                   3
<PAGE>  4
1995  Plan,  and other  unusual  items, the Company recorded a $17.8 million
charge  in  the fourth quarter of 1995.  See Note 3 of Notes to Consolidated
Financial Statements included elsewhere herein.


Industry Overview
-----------------
    According to the Home Improvement Research Institute ("HIRI"), 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  $203.2
billion  in  1996.   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 10% of the total market in 1996.

    In  general,  building material retailers concentrate  their  marketing
efforts     either    on    building    professionals     or     consumers.
Professional-oriented building material retailers,  such  as  the  Company,
tend  to  focus  on  single-family  residential  contractors,  repair   and
remodeling ("R&R") contractors and project DIYers.  These retailers 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 and scheduled job-site  delivery,  as  do
professional-oriented building material retailers.

    Industry  sales  are closely linked to the level  of  activity  in  the
residential  building  industry, which tends to be cyclical  and  seasonal.
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 1.20 million in 1992, 1.29 million  in  1993,  1.46
million  in  1994,  and  1.35  million in 1995.  In  1996,  housing  starts
increased by 8.8% to 1.47 million.  The increase in 1996 housing starts  in
the   Company's   primary  markets,  the  Midwest   and   Northeast,   were
approximately  11.2%  and 10.6%, respectively.  Nationally,  single  family
housing  starts,  which  generate the majority of the  Company's  sales  to
building professionals, experienced an increase of 7.8% in 1996, from  1.07
million  starts  in  1995 to 1.16 million starts in 1996.   The  Blue  Chip
Economic Indicators Consensus Forecast dated March 10, 1997, projects  1997
housing starts to be 1.39 million, or a decrease of approximately 5.4%.

    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

                                   4
<PAGE>  5
residences.   The  HIRI estimates the sales of home improvement products to
repair   and   remodeling  professionals  represented  $40.3   billion,  or
approximately 20% of total 1996 sales  of  the   building  material  supply
industry, while  direct  sales  to DIYers amounted to $95.1 billion.


Business Strategy
-----------------
   General
   -------
    The  Company's  strategic goal is to become the preferred  supplier  of
building  materials  and services to its target customers:  home  builders,
commercial builders, and trade contractors and remodelers.

    The  Company  has  focused  on improving its product  lines,  staffing,
facilities,  purchasing, sales and marketing, as well as other  aspects  of
its  operations  to  fit  a new operational model based  on  a  lower  cost
structure,  improved asset turnover, and more efficient service  to  target
customers.  The shift to improve upon the Company's traditional "dual yard"
format  was necessary to remain profitable in the high volume, lower margin
professional construction market.

   Increased Market Share in Existing Markets
   ------------------------------------------
    In order to increase sales force productivity and increase market share
in existing markets, the Company has commenced several management and sales
initiatives.  To improve penetration in its current markets the Company  is
broadening  and deepening the non-wood inventory selection carried  at  its
building centers and establishing more competitive pricing on these  items.
In  addition,  the Company is significantly increasing the  number  of  its
outside  sales  representatives ("OSR's") through the addition  of  quality
experienced OSR's in most of its building centers.  Other initiatives, such
as a tool rental program and expanded inventory for R&R contractors in many
locations,  are  aimed  at increasing sales through  improved  product  and
service  offerings.   Also,  the  Company is  significantly  expanding  its
management and sales training programs.

   Increased Focus and Strategic Alliances with Top Builders
   ---------------------------------------------------------
    In  1996 the Company established a special management team to focus  on
the  top  400 builders in the U.S.  The goal was to increase the  Company's
success  with  medium-sized,  regional and top  national  builders  and  to
explore  strategic alliances with these builders where mutually beneficial.
The  efforts  of  this  team have led to increased sales  to  twelve  major
builders.  In addition, the Company is involved in serious discussions with
several  top  builders  to  create strategic alliances  that  leverage  the
Company's  size, number of locations, and significant resources on  both  a
regional and national basis.

                                   5
<PAGE>  6
   Limited SKU Facilities
   ----------------------
   In order to meet the specific needs of large key accounts in markets the
Company does not currently service, the Company has developed a model for a
low cost "Limited SKU Facility".  Limited SKU Facilities are designed to be
established in conjunction with a builder engaged in a major development to
provide the specific inventory, equipment, logistics, and services to  meet
the  customer's  special needs and specifications.  Limited SKU  facilities
are  designed to be profitable at lower gross margins and may include  some
form  of  component manufacturing.  Two facilities have already  opened  in
1997,  two others are currently being assembled, and several others are  in
early stages of planning.

    Because  of  the need to supply only the specific service  needs  of  a
single  customer,  it  is  expected that a  Limited  SKU  Facility  can  be
operational usually within 90 days of reaching agreement with the customer.
Once  operating,  the facility will look to expand its  services  to  other
customers  within its market.  Each facility will be designed to allow  for
ease  of exit at the end of the agreement, if necessary, or the ability  to
grow  into  a  full-fledged  building  center  or  component  manufacturing
operation.   Initial  reaction  to this concept  from  large  national  and
regional builders has been very favorable.

   Expanded Component Manufacturing
   --------------------------------
    The Company owns and operates twelve component manufacturing facilities
that  supply  the  Company's building centers with  certain  higher-margin,
value-added products such as pre-hung doors, framed wall panels,  roof  and
floor  trusses,  and  windows.  These manufacturing facilities  enable  the
Company  to serve the needs of its professional customers for such quality,
custom-made  products.  These operations supply approximately  56%  of  the
pre-hung  interior doors, 69% of the metal exterior doors, 42% of the  roof
and  floor truss systems and all the wall panel systems sold by the Company
in  1996.   The Company believes that these pre-assembled products  improve
customer   service  and  provide  an  attractive  alternative  to  job-site
construction  as  labor  costs  rise.  The  Company  plans  to  expand  its
manufacturing facilities to take advantage of these increased opportunities
and to supply a greater number of its building centers with these products.

   In addition to expanding the production capacity at existing facilities,
the  Company is currently working on several projects to meet the needs  of
specific  customers  in  markets not currently serviced  by  the  Company's
manufacturing  operations.   These projects vary  from  low  cost  start-up
operations to joint ventures with existing experienced manufacturers.

   Wickes Direct
   -------------
    In  an effort to increase its business to non-traditional customers and
out-of-market trade areas, the Company formed the Commercial Sales Division
in  1993 and added a national builder accounts sales team in 1996.  In late
1996, these two groups were combined to form "Wickes Direct", the Company's
wholesale  division.   This division focuses on large volume  orders,  from
both  commercial and residential builders, much of which is to  

                                   6
<PAGE>  7
be  shipped directly from the manufacturer to the  customer's  job-site.  A
team of ten key account managers and twelve independent sales representatives
has been assembled to work directly with customers to  provide products and
services.  In   addition  to lumber and building materials,  this  division
provides design, 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.

   Increased Use of Sales Technology
   ---------------------------------
    The  Company  is progressive in its use of the Internet to  expand  its
business.   The  Company  maintains a Web site, at  http://www.wickes.com/,
which  provides  product and service information, together  with  links  to
numerous  suppliers  and customers, a listing of all building  centers  and
management and sales staff, information about the Company,  and the ability
to  leave questions or requests for quotes.  At the National Association of
Home Builders show held in Houston in January 1997 the Company introduced a
new  site  designed to help maximize the customer's efficiency by  offering
Wickes'  services 24 hours a day.  This site allows a customer,  through  a
secure  link  on the Internet, the ability to check pricing, place  orders,
request  quotes,  or  check billing information.   It  is  currently  being
implemented with select customers.

    The Company is also expanding its use of the Internet and telemarketing
to  identify  sales  opportunities as they become  available,  rather  than
waiting until they appear in traditional industry sources.

   Improvement of the Company's Balance Sheet
   ------------------------------------------
    The  Company has taken numerous steps to strengthen its balance  sheet,
including  the improvement of working capital management, the reduction  of
underperforming and non-operating assets, the modification of its revolving
credit  agreement and the sale of newly-issued stock.  These  steps,  along
with  other  on-going  efforts have improved, and are expected  to  further
improve, the Company's debt position and increase its return on assets.

    During  the fourth quarter of 1995, the Company committed to and  began
implementing the 1995 Plan, which was designed to improve return on  assets
by  closing or consolidating under-performing operating centers, decreasing
the   corresponding  overhead  to  support  these  building  centers,   and
initiating  actions to strengthen its capital structure.  During  1996  and
1997, the Company continued executing the 1995 Plan.  Through February  28,
1997  the Company has consolidated or closed 18 building centers.  See Note
3 of Notes to Consolidated Financial Statements included elsewhere herein.

    During the first and second quarters of 1996, the Company implemented a
plan  to reduce the number of underutilized vehicles and equipment.   As  a
result  of this program, the number of delivery vehicles and forklifts  was
reduced  by  approximately 350 units, while still providing customers  with
the high level of delivery service to which they are accustomed.

                                   7
<PAGE>  8
    The  1995  Plan  also  included the amendment and  restatement  of  the
Company's  revolving credit agreement, which was completed March 12,  1996.
See  Note  7  of  "Notes  to  Consolidated Financial  Statements"  included
elsewhere  herein.   A  second  amendment and restatement  of  this  credit
agreement, which would include among other things (i) extension of the life
of  the  facility until March 2001, (ii) 75 basis point reductions  in  the
interest  rate  premiums over LIBOR and over prime, (iii) modifications  to
certain financial covenants, and (iv) a provision for further interest rate
premium  reductions if certain performance levels are achieved, is expected
to  be completed in March or early April 1997.  Also, on June 20, 1996, the
Company sold 2,000,000 newly-issued shares of its Common Stock to Riverside
Group,  Inc., the Company's largest stockholder, for $10 million  in  cash.
See Note 9 of Notes to Consolidated Financial Statements included elsewhere
herein.


Markets
-------
    The Company has generally located its building centers in less populous
areas,  with  82% located in trade areas (10 mile radius) with  fewer  than
50,000  owner-occupied  households. The  following  table  sets  forth  the
distribution of the Company's building centers by size of community:
<TABLE>
      
                    Owner-Occupied   Number of
                     Households in   Building
                    Ten Mile Radius  Centers
                    ---------------- --------
                    <S>              <C>  
                    Under 10,000       36
                    10,000-25,000      24
                    25,000-50,000      30
                    50,000-100,000     16
                    100,000 and over    4
                                     -----
                    Total             110
</TABLE>

    In  its more densely populated markets, the Company sells primarily  to
building  professionals, while in smaller markets, the  Company's  building
centers generally sell to both building professionals and consumers.   Each
of  the Company's building centers operates as a separate profit center and
tailors its product and service mix to its local market.

    The  Company's  110 building centers are located in 24  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 building centers as of February 28, 1997:

                                   8
<PAGE>  9
<TABLE>
         Midwest               Northeast                   South
----------------------- ------------------------  ----------------------
               Number of                Number of               Number of
               Building                 Building                Building
   State       Centers     State        Centers      State      Centers
-------------  -------  -------------   --------  ------------- -------
<S>            <C>      <S>             <C>        <S>           <C> 
Michigan       30       New York         8         Alabama        3
Wisconsin      15       Pennsylvania     7         Kentucky       3
Indiana        11       Maine            2         Texas          2
Ohio            5       Connecticut      3         Louisiana      1
Illinois        5       New Hampshire    2         Mississippi    2
Iowa            2       New Jersey       1         Tennessee      1
Colorado        2       Massachusetts    1         Georgia        1
                        Maryland         1         North Carolina 1
                                                   Florida        1
          ---------                ---------                ---------
Total          70       Total           25    Total              15
          =========                =========                =========
</TABLE>

    During the first two months of 1997 the Company opened two new building
centers, in Aurora, Illinois and Colorado Springs, Colorado.  Both of these
facilities were initially established as Limited SKU Facilities to meet the
specific  needs  of  an  existing customer,  but  with  the  intention  and
flexibility  to  expand the volume at these operations  well  beyond  these
initial needs.

    During  1996, The Company opened a new component manufacturing facility
in  Indiana  and  consolidated  two building centers  into  other  existing
centers.

    The  following  table  reconciles the number of  building  centers  and
component manufacturing facilities operated by the Company at December, 31,
1994, December 30, 1995, December 28, 1996 and February 28, 1997.
<TABLE>
                                                Component
                                   Building   Manufacturing
                                   Centers      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                           2              -
                                    -----          -----
As of February 28, 1997              110             12
                                    =====          =====
</TABLE>

                                   9
<PAGE>  10
Customers
---------
    The  Company  has  a broad base of customers, with no  single  customer
accounting for more than 0.5% of net sales in 1996.  In 1996, 87% (compared
with  82%  in 1995) of the Company's sales were on trade credit,  with  the
remaining 13% as cash and credit card transactions.

   Home Builders
   -------------
    The  Company's primary customers are single-family home  builders.   In
1996,  all home builder customers accounted for 57% of the Company's sales,
compared  with  54% in 1995. The majority of the Company's sales  to  these
customers  are of high-volume commodity items, such as lumber and  building
materials.   The Company will continue its intense focus on  this  customer
segment, offering new products and developing additional services  to  meet
their needs.

   Commercial Contractors
   ----------------------
    In 1993, the Company launched a program developed specifically to serve
the  unique needs of commercial and multi-family contractors.  In 1996  and
early  1997  the  responsibility  for serving  this  customer  segment  was
transferred  to  the  Company's building center operations  and  the  newly
formed  Wickes  Direct sales division.  In 1996, sales to  these  customers
accounted  for more than 16% of the Company's sales, compared with  14%  of
the Company's sales in 1995.

   Repair & Remodelers
   -------------------
    In 1996, R&R customers accounted for approximately 12% of the Company's
sales,  compared  with 14% in 1995.  The R&R segment consists  of  a  broad
spectrum  of  customers,  from part-time handymen to  large,  sophisticated
business  enterprises.   Some  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 15% of
the Company's sales in 1996, compared with 18% in 1995.  The percentage  of
sales  to  DIYers varies widely from one building center to another,  based
primarily on the degree of local competition from warehouse and home center
retailers.  The Company's building centers 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

                                   10
<PAGE>  11
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.


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 and other special services. The Company
believes that, while pricing is an important purchasing criterion for these
customers,  availability of quality products and services  are  equally  or
more important.

    The  Company's primary link to the building professional market is  its
experienced  sales  staff.  The Company's approximately 370  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  all  of
its building centers 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.

    In  January 1997 a new sales and marketing division, Wickes Direct, was
launched targeting sales to some of the nation's largest single and  multi-
family   residential   builders,  as  well   as   commercial   construction
contractors.  Wickes Direct employs numerous non-traditional,  as  well  as
traditional,  selling techniques to reach customers generally not
                                   11
<PAGE>  12
serviced by  the  Company's existing building centers.  Positioned  as  the
"wholesale division of  Wickes Lumber", Wickes Direct pursues sales through
ten   key  account  managers  and  approximately  twelve  independent sales
representatives throughout the country.  Shipments to Wickes Direct accounts
are primarily made  direct  from the  supplier or  manufacturer and in many
cases  will  not require the support of a physical Wickes Lumber facility.

    The Company currently employs 147 specialty salespeople in its building
centers  who provide expert advice to customers in project design,  product
selection  and  applications.  A staff of 64 trained R&R sales  specialists
offer special services to R&R contractors equivalent to that accorded  home
builders.   The  Company, for many years, has made its  local  offices  and
office  equipment (such as facsimile and photocopy machines)  available  to
R&R  customers, many of whom work out of their homes and have  a  need  for
these  services.   In many of its building centers, the  Company  maintains
separate  R&R  offices.   The  Company  currently  has  kitchen  and   bath
departments  in all of its building centers and has a staff of  72  kitchen
and  bath  specialists.  The Company also employs 11 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
87%  of  the Company's sales during 1996 were on credit, with the remaining
13% consisting of cash or credit card sales, including approximately 1%  of
sales on the Company's private label credit card. Overall credit policy  is
established at the corporate level, with each building center 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's credit practices have resulted in a bad debt expense of  .1%
of  total credit sales in 1996, compared with .8% in 1995 and .3%  in  both
1994  and  1993.   Much  of the increase in 1995 was  attributable  to  the
conversion  of accounts at the Gerrity Lumber building centers acquired  in
1994 to the Company's credit practices.

    The  Company  owns and leases a fleet of 687 delivery  vehicles  as  of
February  28,  1997,  to provide job-site deliveries of building  materials
scheduled  to  coordinate with project progress, including  55  specialized
delivery  trucks  equipped for roof-top or second  story  delivery  and  85
specialized millwork delivery vehicles.  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.

                                   12
<PAGE>  13
    The Company has built and continues to expand its Internet site on  the
world  wide web. This resource provides information about Wickes'  services
and  products, facilitates doing business with customers, allows  customers
to  pull  up  their  own transactional information, and features  extensive
links  to  suppliers and other industry references.  The home page  can  be
found  at  the Internet address: http://www.wickes.com/.  The  Company  has
also  begun  implementation of a client/server  data  warehouse  system  to
upgrade its central information processing needs.

   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  building  centers  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 building centers 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 building centers
by this high level of service.

    The Company's showrooms generally feature product presentations such as
kitchen and bath and door and window displays.  The showrooms are regularly
re-merchandised to reflect product trends, service improvements and  market
requirements.

    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.


Products
--------
    The  Company  stocks  a  wide  variety of building  products,  totaling
approximately 49,000 stock keeping units ("SKUs") Company-wide, to  provide
its customers with the quality products needed to build, remodel and repair
residential  and  commercial properties.  
            
                                   13
<PAGE>  14
Each of  the Company's building centers tailors its product mix to meet the
demands of its local market.  A core  group of approximately  5,200 SKUs is
typically  stocked  in  each building center.

    The Company separates its products into three groups: Wood Products  --
lumber,  plywood, roof and floor trusses, treated lumber,  sheathing,  wood
siding  and  specialty lumber; Building Products -- roofing, vinyl  siding,
doors,  windows,  mouldings,  drywall  and  insulation;  and  Hardlines  --
hardware  products,  paint, tools, kitchen and bathroom cabinets,  plumbing
products,  electrical products, light fixtures and floor  coverings.   Wood
Products,  Building Products and Hardlines represented 52%,  36%  and  12%,
respectively, of the Company's sales for 1996 and 51%, 36% and 13% of sales
for 1995.

    In  addition  to  stock items, the Company also fills  special  orders,
either  from its own manufacturing facilities or through outside suppliers.
The  Company  believes  that  these special order  services  are  extremely
important  to  its  customers, particularly the building professional.   In
1996, approximately 30% of the Company's sales were of special order items,
compared with 32% in 1995.

    The Company owns and operates twelve component manufacturing facilities
that  supply  the  Company's building centers with  certain  higher-margin,
value-added products such as pre-hung doors, framed wall panels,  roof  and
floor  trusses,  and  windows.  These manufacturing facilities  enable  the
Company  to serve the needs of its professional customers for such quality,
custom-made products.  The door manufacturing operations support 95 of  the
Company's  building centers by supplying approximately 56% of the  pre-hung
interior  doors  and 69% of the metal exterior doors sold by  the  Company.
The  truss  manufacturing  operations supplied  42  building  centers  with
approximately  42% of the total roof and floor truss systems  sold  by  the
Company  in  1996  and 17 building centers with wall  panel  systems.   The
Company believes that these pre-assembled products improve customer service
and  provide  an attractive alternative to job-site construction  as  labor
costs  rise.   The Company plans to expand its manufacturing facilities  to
take  advantage  of these increased opportunities and to supply  a  greater
number of its building centers with these products.


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.  The  Company  also
manufactures approximately 42% of the roof and floor trusses,  56%  of  the
pre-hung  interior doors, and 69% of the metal exterior doors sold  in  its
building  centers.  No single vendor accounted for as much  as  5%  of  the
Company's  purchases  in 1996, 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.

                                   14
<PAGE>  15
    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 33% of the Company's average inventory  consists  of
commodity wood products, 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.  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.  With  certain
of  its  suppliers,  the  Company has entered into purchasing  arrangements
which  allow  the Company to purchase wood products shipped to distribution
centers  as  such  goods are needed to restock inventory or  fill  customer
orders, thereby allowing the Company to reduce its on-hand inventory needs.

    The Company's computerized inventory tracking and forecasting system as
well  as  its  inventory  replenishment system are designed  to  track  and
maintain  appropriate  levels of products at each building  center.   These
systems have increased the Company's operating efficiencies by providing an
automated inventory replenishment system, allowing more time to be  devoted
to sales opportunities.

   In 1995, the Company established a replenishment program for many of its
non-commodity products through an independent hardlines distributor.   This
arrangement provides weekly replenishment of many hardline products in more
economic   quantities  at  competitive  prices.   The  Company   also   has
experienced  significant purchasing and administrative  efficiencies  as  a
result of the implementation of this program.

    The  Company  has  active rail sidings at 63 of  its  building  centers
enabling  suppliers to ship products purchased by the Company  directly  to
these building centers by rail.  The Company also utilizes two distribution
centers owned by third parties, located in Chicago, Illinois and Pottstown,
Pennsylvania.  Approximately 4% of the Company's wood products inventory is
distributed through these facilities.


International Operations
------------------------
    The Company owns 46% of a company, Riverside International LLC, engaged
in   logging,  sawmill  and  other  lumber-related  activities  in  Russia,
principally  in  the Archangel region.  During 1996, two  investment  funds
invested  $5  million each in this company and each received a  25%  equity
interest,   with   the  Company  retaining  46%  interest   and   Riverside
International LLC's management receiving the balance of the equity. All  of
the   funds  received  in  this  transaction  were  retained  by  Riverside
International LLC for its own operations.

                                   15
<PAGE>  16
Seasonality
-----------
    Historically, the Company's first quarter and, frequently,  its  fourth
quarter  are  adversely affected by weather patterns  in  the  Midwest  and
Northeast,  which  result in seasonal decreases in levels  of  construction
activity  in  these areas.  The extent of such decreases in activity  is  a
function  of  the severity of winter conditions.  See "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations."


Competition
-----------
    The  building  material  industry is highly competitive.   Due  to  the
regional  and  local  nature  of this 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  professional 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 quality and expertise of its sales staff,  quality  and
breadth  of  product lines and services, reliability of  inventory  levels,
competitive  pricing,  job-site delivery, 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, 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.

    Within the consumer segment, the Company competes primarily with  local
lumber yards and hardware stores and, in certain of its markets, with local
units  of  larger warehouse and home center retailers.  Competition  within
this  segment  is based principally on price, merchandising,  location  and
advertising.  The Company focuses primarily on project DIYers, who tend  to
place  much more value on product selection and the availability of special
services in selecting a building materials supplier.  According to Building
Supply  Home  Centers "1995 Giants" report, the most recent available,  the
average  product mix of consumer-oriented retailers consist  of   14%  wood
products, 11% building products and 75% hardlines, compared with  52%,  36%
and 12%, respectively, for the Company in 1996.


Environmental and Product Liability Matters
-------------------------------------------
    Many  of the building center 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,

                                   16
<PAGE>  17
removed,  or  are  scheduled to  be  removed  in accordance with applicable
environmental laws in effect  at  the time.  As a result of reviews made in
connection  with  the sale  or  possible  sale  of certain facilities,  the
Company  has  found  petroleum  contamination  of soil and  ground water on
several of these sites and has taken, and expects to take, remedial actions
with respect thereto. In addition, it is possible that similar contamination
may  exist  on  properties  no  longer  owned or operated by the Company the
remediation  of which the Company could under certain circumstances be held
responsible. Since 1988, the Company has incurred approximately $2.1 million
of  costs with  respect to the  filling or  removing of underground storage
tanks  and related investigatory and remedial actions, and the Company  has
reserved $1.0 million towards the cost of these and other environmental and
product liability matters.

   Although the Company has not expended material amounts in the past eight
years  with respect to the foregoing, 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.

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


Employees
---------
    As of February 28, 1997, the Company had approximately 3,402 employees,
of  whom  2,886  were employed on a full-time basis.  The Company  believes
that it has maintained favorable relations with its employees.  None of the
Company's  employees is represented by a union or 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.


Item 2. PROPERTIES.
-------------------
    The Company's 110 building centers are located in 24 states, with 70 in
the Midwest, 25 in the Northeast and 15 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 building centers generally consist of a showroom averaging
9,700  square feet and covered storage averaging 42,800 square  feet.   The
Company's building centers are situated on properties ranging from  1.3  to
40.0  acres  and  averaging 10.2 acres. The Company  also  operates  twelve

                                   17
<PAGE>  18
component  manufacturing facilities which have an average of 37,700  square
feet under roof on 7.8 acres.

   The Company owns 96 of its building centers and 92 of the sites on which
such  building centers are located.  The remaining 14 building centers  and
18  sites  are leased.  As of December 28, 1996, the Company also held  for
sale  the  assets of 18 closed building centers and three other  properties
with an aggregate book value of $11.1 million.  In addition to its building
centers,  the Company operates twelve component manufacturing plants.   Six
of these plants are located on building center sites.  Of the remaining six
plants, four are on owned sites and two are on leased properties.

    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  28,  1997,  the  fleet   included
approximately 96 heavy duty trucks, 55 of which provide roof-top or  second
story  delivery,  506  medium  duty  trucks,  433  light  duty  trucks  and
automobiles, 531 forklifts, and 85 specialized millwork delivery vehicles.

    The  Company  owns  its corporate headquarters, located  at  706  North
Deerpath Drive in Vernon Hills, Illinois.


Item 3. LEGAL PROCEEDINGS.
--------------------------
    On  November  3, 1995, a complaint styled Morris Wolfson v.  J.  Steven
Wilson, Kenneth M. Kirschner, Albert Ernest, Jr., Claudia B. Slacik, Jon F.
Hanson, Robert E. Mulcahy, Frederick H. Schultz, Wickes Lumber Company  and
Riverside  Group, Inc. was filed in the Court of Chancery of the  State  of
Delaware  in  and for New Castle County (C.A. No. 14678). As amended,  this
complaint  alleges, among other things, that the sale by the Company  of  2
million  newly-issued  shares of the Company's Common  Stock  to  Riverside
Group,  Inc., the Company's largest stockholder, was unfair and constituted
a  waste of assets and that the Company's directors in connection with  the
transaction breached their fiduciary duties.  The amended complaint,  among
other  things,  seeks  on  behalf of a purported  class  of  the  Company's
shareholders  equitable relief or to obtain damages with  respect  to,  the
transaction.  See "Item 1. Business - Background" and Note 9  of  Notes  to
Consolidated Financial Statements included elsewhere herein.

    As  a result of the settlement of certain claims between the plaintiffs
and  other  parties  peripheral to the dispute included in  FynSyn  Capital
Corporation  and  Wickes Lumber Investment Partnership  vs.  Bankers  Trust
Company,  et  al.,  the  primary remaining issue  in  the  dispute  is  the
Company's affirmative claim for attorney's fees from the plaintiffs.

   The Company is one of many defendants in approximately 110 actions, each
of  which seeks unspecified damages, brought since 1993 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

                                   18
<PAGE>  19
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.

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

    The  Company's assessment of the matters described in this Item  3  and
other  forward-looking statements ("Forward-Looking  Statements")  in  this
report  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.


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
------------------------------------------------------------
   None.
                                  19
<PAGE>  20
                            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 System under the trading symbol "WIKS."  As of February 28,
1997,  there  were  7,663,521 shares outstanding held by approximately  173
shareholders  of  record.  There were also outstanding  499,768  shares  of
Class B Non-Voting Common Stock, which are not publicly traded.

    The  following table sets forth for the periods indicated the high  and
low  last  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

          Fiscal 1996            High                Low
          -----------         ----------          ---------
          <S>                 <C>                <C>
          March 30            $   6.625          $   4.00
          June 29                 5.50               4.75
          September 28            5.25               4.00
          December 28             4.875              3.375

          Fiscal 1995
          -----------
          April 1             $  16.00            $ 10.25 
          July 1                 16.25              12.75
          September 30           16.00               9.75
          December 30             9.75               5.00
</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 ended December 28, 1996.  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.

                                   20
<PAGE>  21
          WICKES LUMBER COMPANY AND SUBSIDIARIES                  
           SELECTED CONSOLIDATED FINANCIAL DATA             
     (in thousands, except ratios and per share data)       
<TABLE>
<CAPTION>
                                                                                                                       
                                                                                                                            
                                                               Dec. 28,     Dec. 30,     Dec. 31,      Dec. 25,     Dec. 26,
                                                                1996         1995         1994          1993         1992
                                                              ---------    ---------    ---------     ---------    ---------
<S>                                                        <C>          <C>          <C>           <C>          <C>          
Income Statement Data:                                                                                                      
    Net sales                                              $    848,535 $    972,612 $     986,872 $    846,842 $    745,365
    Gross profit                                                189,463      220,812       233,831      206,558      187,622
    Selling, general and administrative expense                 162,329      194,629       194,586      174,889      156,790
    Depreciation, goodwill and trademark amortization             5,367        5,882         4,543        5,782        5,850
    Provision for doubtful accounts                               1,067        6,482         2,457        1,942          849
    Other operating income                                        6,796        5,831         6,772        4,575        3,618
    Income from operations before restructuring
     and unusual items                                           27,496       19,650        39,017       28,520       27,751
    Restructuring and unusual items(1)                              745       17,798         2,000           53           -
    Income from operations                                       26,751        1,852        37,017       28,467       27,751
    Interest expense(2)                                          21,750       24,351        21,663       20,298       20,845
    Equity in loss of affiliated company                          3,183        3,543             -            -            -
    Income (loss) before income taxes, and extraordinary gain     1,818      (26,042)       15,354        8,169        6,906
    Income taxes                                                  1,010        1,353         1,660        1,227          902
    Deferred tax expense/(benefit) (3)                              300      (11,796)      (14,360)           -            -
    Income (loss) before extraordinary gain                         508      (15,599)       28,054        6,942        6,004
    Extraordinary gain (4)                                            -            -             -        1,241            -
    Net income (loss)                                               508      (15,599)       28,054        8,183        6,004
    Dividends applicable to redeemable preferred stock                -            -             -         (872)      (1,080)
    Income (loss) applicable to common shares                       508      (15,599)       28,054        7,311        4,924
    Ratio of earnings to fixed charges (5)                         1.07            -          1.63         1.37         1.31
    Interest coverage (6)                                          1.61         0.35          2.09         2.08         2.10
    Adjusted interest coverage (7)                                 1.65         1.15          2.19         2.09         2.10
                                                                                                                            
Per Share Data:(8)                                                                                                          
    Earnings (loss)  per common share (per pro forma                                                                        
        share in 1993 and 1992) (9)                        $       0.07  $     (2.54) $       4.59  $      1.34  $      0.98
    Weighted average pro forma common shares outstanding(9)   7,219,754    6,151,771     6,106,279    6,099,985    6,099,985
    Earnings (loss) per common share - historical          $       0.07  $     (2.54) $       4.59  $      2.55  $      2.27
    Weighted average common shares outstanding - historical   7,219,754    6,151,771     6,106,279    2,871,091    2,168,784

Operating and Other Data:                                                                                                   
    EBITDA (10)                                            $     32,118  $     7,734  $     41,560  $    34,249  $    33,601
    Adjusted EBITDA (11)                                         32,863       25,532        43,560       34,302       33,601
    Cash interest expense(12)                                    19,969       22,266        19,882       16,435       15,971
    Depreciation and amortization                                 5,367        5,882         4,543        5,782        5,850
    Deferred financing cost amortization                          1,781        2,085         1,781        1,840        2,179
    Capital expenditures                                          2,893        7,538         9,760        4,289        5,502
    Same store sales growth(13)                                   (6.4)%       (3.8)%         14.1%        14.3%         8.8%
    Building centers open at end of period                          108          110           130          124          125
    Net cash provided by (used in) operating activities          18,710       15,862         1,331      (21,269)      13,643
    Net cash provided by (used in) investing activities           2,410      (10,277)      (41,777)       5,323       (1,446)
    Net cash provided by (used in) financing activities         (19,274)      (7,535)       42,480       15,944      (12,197)
    
Balance Sheet data (at period end): 
    Working capital                                        $    116,771  $   139,622  $    163,511  $   104,089  $    60,706
    Total assets                                                272,842      302,515       319,573      248,015      222,611
    Total long-term debt, less current maturities               176,376      205,221       211,139      167,883      166,837
    Redeemable preferred stock                                        -            -             -            -       15,960
    Total stockholders' equity (deficit)                         25,499       15,129        30,146        1,818      (48,957)      
</TABLE>

                                   21
<PAGE>  22
             Notes to  Selected Consolidated Financial Data
             ----------------------------------------------

(1) In  1995,  the  Company recorded a $17.8 million charge relating  to  a
    plan   to  reduce  the  number  of  operating  building  centers,   the
    corresponding overhead to support those centers identified,  strengthen
    its  capital  structure, and other unusual items. In 1996, the  Company
    recorded an additional charge of $0.7 million primarily as a result  of
    adjustments  to  the  1995 restructuring plan.  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,  amortization  of
    deferred  financing costs and accretion of note discount (See  note  12
    below).

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

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

(5) For  purposes  of  computing  this ratio, earnings  consist  of  income
    (loss)  before  income  taxes, extraordinary gain  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 $26.0 million for the year ended December 30, 1995.

(6) For  purposes of computing this ratio, earnings consists of EBITDA (see
    note 10 below), which is divided by cash interest expense (see note  12
    below).

(7) For  purposes  of computing this ratio, earnings consists  of  Adjusted
    EBITDA  (see note 11 below), which is divided by cash interest  expense
    (see note 12 below).

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

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

                                   22
<PAGE>  23
(10)EBITDA  represents  income  (loss) before income  taxes,  extraordinary
    gain,   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.

(11)Adjusted  EBITDA  represents EBITDA (see note  10  above)  adjusted  to
    exclude restructuring and unusual items.

(12)Cash  interest  expense consists of interest expense less  amortization
    of   deferred  financing  costs  and  accretion  of  subordinated  note
    discount.  The following table details interest expense, cash  interest
    expense,  and  interest paid for each of the five years ended  December
    28, 1996.
<TABLE>
<CAPTION>
                                1996      1995      1994      1993      1992
                               -----     -----     -----     -----     -----
   <S>                        <C>       <C>       <C>       <C>       <C>
   Interest  expense          $21,750   $24,351   $21,663   $20,298   $20,845
    Less:
     Amortization of deferred 
        financing costs         1,781     2,085     1,781     1,840     2,179
     
     Accretion of note discount   --         --        --     2,023     2,695
                               ------    ------    ------    ------    ------
    Cash interest expense      19,969    22,266    19,882    16,435    15,971

     (Increase) Decrease in 
        accrued interest          403       557    (1,105)    8,863    (1,339)
                               ------    ------    ------    ------    ------
    Interest  paid            $20,372   $22,823   $18,777   $25,298   $14,632
                               ======    ======    ======    ======    ======
</TABLE>
(13)For  1996,  same  store data reflects average sales from  103  building
    centers  and  other  facilities  that  were  operated  by  the  Company
    throughout  1996 and 1995.  For 1995, same store data reflects  average
    sales  from  101  building  centers and  other  facilities  that   were
    operated  by the Company throughout 1995 and 1994.  The sixteen  lumber
    centers  closed on December 29, 1995 were excluded from the  1995  same
    store  figures,  and  two centers that were consolidated  with  another
    Wickes  center,  in  early  1995, were  included  in  1995  same  store
    results.  For 1994 same store data reflects average sales from the  122
    building  centers  and  other facilities  that  were  operated  by  the
    Company  throughout  1994  and 1993.  Prior  years  data  reflects  124
    building  centers and other facilities operated throughout  the  period
    1992 through 1993.
                                   23
<PAGE>  24
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. 28,  Dec. 30,  Dec. 31,
                             1996      1995      1994
                             ----      ----      ----
  <S>                       <C>       <C>       <C>
  Net sales                 100.0%    100.0%    100.0%
  Gross profit               22.3      22.7      23.7
  Selling, general and
   administrative expense    19.1      20.0      19.7
  Depreciation, goodwill and
   trademark amortization      .6        .6        .4
  Provision for 
   doubtful accounts           .1        .7        .3

  Restructuring and
   unusual Items               .1       1.8        .2
  Other operating income      (.8)      (.6)      (.7)
  Income from operations      3.2        .2       3.8
</TABLE>
    The  Company's  operations, as well as those of the  building  material
industry generally, have reflected substantial fluctuations from period  to
period   as   a  consequence  of  various  factors,  including  levels   of
construction  activity,  general regional and  local  economic  conditions,
prices  of commodity wood products, interest rates and the availability  of
credit, all of which are cyclical in nature.  The Company anticipates  that
fluctuations from period to period will continue in the future.  Because  a
substantial percentage of the Company's sales are attributable to  building
professionals, certain of these factors may have a more significant  impact
on the Company than on companies more heavily focused on consumers.

    The  Company's  first quarter and, frequently, its fourth  quarter  are
adversely affected by weather patterns in the Midwest and Northeast,  which
result  in seasonal decreases in levels of construction activity  in  these
areas.   The  extent  of such decreases in activity is a  function  of  the
severity  of winter conditions. While the Company experienced a  relatively
mild first quarter in 1995, severe ice storms in the Northeast in 1994, and
record  setting snow falls throughout the Midwest and Northeast in  January
of 1996, have adversely affected construction activity in the first quarter
of  these years.  The following table contains selected unaudited quarterly

                                   24
<PAGE>  25
financial data for the years ended December 28, 1996, December 30, 1995 and
December 31, 1994.


                            QUARTERLY FINANCIAL DATA
                            ------------------------
                               Three Months Ended
                 (in millions, except per share data and percentages)
                 ----------------------------------------------------
<TABLE>
<CAPTION>
                            Net Sales as                     Net Earnings/
                           a % of Annual  Gross   Net Income  (Loss) per
                Net Sales    Net Sales    Profit    /(Loss)  Common Share
                ---------  -------------  ------  ----------  -------
<S>               <C>           <C>       <C>       <C>       <C>
1996
   March 30       $152.5        18.0%     $34.9     $(6.2)    $(1.00)
   June 29         228.8        27.0       51.2       1.9        .29
   September 28    255.6        30.1       55.5       2.8        .35
   December 28     211.7        24.9       47.9       2.0        .24

1995
   April 1        $191.7        19.7%     $45.6     $(4.6)     $(.75)
   July 1          272.8        28.0       63.9       2.5        .40
   September 30    284.5        29.3       62.9       1.9        .31
   December 30     223.6        23.0       48.4     (15.4)     (2.50)

1994
   March 26       $149.6        15.1%     $37.2     $(8.7)    $(1.43)
   June 25         259.3        26.3       62.0       7.4       1.21
   September 24    284.2        28.8       67.1      10.7       1.75
   December 31     293.8        29.8       67.5      18.7       3.06
</TABLE>
    Net income/(loss) in the fourth quarter of 1995 was negatively affected
by a $17.8 million charge for restructuring and unusual items.  In 1996 and
1994  the  Company  recorded  charges of $0.7  million  and  $2.0  million,
respectively,   as  restructuring  and  unusual  items.    For   additional
information  on  the  restructuring and  unusual  items  charge  see  "1995
Compared  with  1994"  and  Note  3  of  Notes  to  Consolidated  Financial
Statements  included  elsewhere herein.  In additon, in  1996  the  Company
received  insurance premium adjustments from a former insurance carrier  in
the  amount  of  $2.2 million and reversed an accrual of $1.5  million  for
other disputed insurance premiums with this carrier.  Accordingly, Selling,
General and Administrative expenses were reduced by $1.0 million during the
first  three quarters of 1996 and by $2.7 million in the fourth quarter  of
1996.

    The Company has historically generated approximately 15% to 20% of  its
annual revenues during the first quarter of each year, and the Company  has
historically recorded a significant net loss for this quarter.  As a result
of  these seasonal factors, the Company's inventories and receivables reach
peak  levels  during the second and third quarters and are generally  lower
during  the first and fourth quarters, depending on sales volume and lumber
prices.

                                   25
<PAGE>  26
    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.  Those factors include  but
are  not  limited to the seasonal and cyclical factors discussed  above  in
this  Item  7  and elsewhere in this report, the effects of  the  Company's
substantial  leverage  and  competition,  the  success  of  the   Company's
operational  efforts, and the matters discussed in Note 8 of the  Notes  to
Consolidated Financial Statements included elsewhere herein.


1996 Compared with 1995
-----------------------
   Net Sales
   ---------
   Net sales for 1996 decreased $124.1 million, or 12.8%, to $848.5 million
from  $972.6 million in 1995.  Sales for all facilities operated throughout
both  years  ("same  store")  decreased 6.4%.   During  1996,  the  Company
experienced  a  2.1% decrease in same store sales to its  primary  customer
segment,  the professional home builder, and a 3.2% increase in same  store
sales to commercial builders.

    The  reduction  in  the  number  of under-performing  building  centers
pursuant to the restructuring plan committed to in December of 1995 was the
major  cause of the 1996 total sales decline.  Pursuant to this  plan,  the
Company closed or consolidated 16 building centers in December 1995 and two
during  1996.   During 1995, these closed or consolidated building  centers
contributed an aggregate of $86.7 million to total net sales.

    Severe  weather conditions in the first quarter of 1996, together  with
mild  weather  in the first quarter of 1995, and a 17.5% decrease  in  same
store  sales  staff as part of the Company's efforts to  better  align  its
costs to its sales volume, were the major factors contributing to the  1996
same  store sales decline.  The decrease in same store sales occurred  most
heavily during the first nine months of 1996.  For this period, same  store
sales  were  down  8.8%,  while fourth quarter same  store  sales  were  up
slightly from the fourth quarter of 1995.

    Total  housing starts in the United States increased 8.8% in 1996,  and
starts  in  the  Company's  primary markets,  the  Midwest  and  Northeast,
increased approximately 10.6% and 11.2%, respectively.  Nationally,  single
family  housing starts, which generate the majority of the Company's  sales
to  building professionals, experienced an increase of 7.8% in  1996,  from
1.07  million  starts  in 1995 to 1.16 million starts  in  1996.   In  1996
inflation in lumber prices had a negligible effect on sales.
                            
                                   26
<PAGE>  27
   Gross Profit
   ------------
    Gross  profit  decreased $31.3 million to 22.3% of net sales  for  1996
compared  with  22.7% of net sales for 1995.  The primary  reason  for  the
decrease  in gross profit was the reduction in total sales as a  result  of
the  Company's  program  to reduce the number of under-performing  building
centers.

    The  decline  in  gross  profit  as a percent  of  sales  is  primarily
attributed to the Company's continued emphasis on sales to the professional
builder,  resulting  in an increase in the portion of the  Company's  sales
comprised  of  lower margin commodity products, and to a  lesser  extent  a
program  to  reduce  the amount of excess and slow moving  inventory.   The
percent of Company sales attributable to professional builders increased to
84.7%  for  1996  compared with 81.6% in 1995, and  sales  attributable  to
commodity  lumber products increased from 50.6% in 1995 to 52.7%  in  1996.
The  Company  anticipates  that its continued  focus  on  the  professional
builder  will  create  additional pressure on gross  profit  margins.   The
decline  in  gross profit as a percent of sales was partially offset  by  a
decrease in the cost associated with physical inventory count adjustments.

   Selling, General, and Administrative Expense
   --------------------------------------------
   In 1996, Selling, general, and administrative expense ("SG&A") decreased
as  a  percent  of net sales to 19.1% compared with 20.0% of net  sales  in
1995.   In 1996, the Company focused substantial efforts on better aligning
its  SG&A expenses to sales volumes and improving the productivity  of  its
existing sales staff in order to improve profitability.  As a result of the
Company's  1995 Plan and several cost reduction initiatives implemented  in
the  second half of 1995 and early 1996 the Company was able to reduce  its
total  SG&A  expense by 16.6%, which is proportionately  greater  than  the
12.8% total sales decline for the year.

    The  Company  experienced a decrease in salaries,  wages  and  employee
benefits as a percent of sales by 0.5% from 1995 to 1996.  On a same  store
basis,  the number of total employees at the average building center during
1996  was  reduced  approximately  13% from  1995.   In  1996  the  Company
successfully recovered $3.7 million in previous years insurance costs.  The
recoveries associated with workers compensation insurance reduced salaries,
wages  and  employee  benefits by 0.2% of sales, and  the  balance  of  the
recoveries reduced property and casualty insurance, as a percent of  sales,
by  0.2%.   The Company also experienced decreases from 1995 to 1996  as  a
percent of sales in postage, communications, office supplies, and marketing
expenses which were partially offset by increased delivery costs.

    In  addition  to  the reductions in SG&A directly related  to  building
center  closings, other cost reduction initiatives included a reduction  in
vehicles  and other equipment at continuing operations and various programs
to reduce costs associated with the corporate headquarters in Vernon Hills,
Illinois.

                                   27
<PAGE>  28
   Depreciation, Goodwill and Trademark Amortization
   -------------------------------------------------
    Depreciation, goodwill and trademark amortization costs decreased  $0.5
million  in 1996 compared with 1995.  The primary reasons for this decrease
were  a  program  initiated  in early 1996 to reduce  excess  vehicles  and
equipment  and the closing and sale of facilities in conjunction  with  the
1995 Plan.

   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 $1.1 million or 0.1% of sales for 1996  from
$6.5  million  or  0.7%  of  sales for 1995.   Much  of  this  decrease  is
attributable to improved credit policies at centers acquired since 1994 and
a  more  selective  customer base.  In addition, the Company  significantly
increased  its efforts to collect previously reserved accounts  receivable.
The  provision  attributable  to  the Gerrity  Lumber  acquisition  centers
improved  significantly  from  1995 to 1996.   Historically  the  Company's
provision for doubtful accounts averages approximately 0.3% of sales.

   Restructuring and Unusual Items
   -------------------------------
    After  extensive  review  of the 1995 Plan,  and  changes  in  business
conditions  in certain markets in which the Company operates,  the  Company
made  adjustments  to  the  1995 Plan and incurred  other  one  time  costs
resulting  in  a  net $0.7 million charge to results of operations  in  the
fourth  quarter  of  1996  for  restructuring  and  unusual  items.   These
adjustments  included  (i)  the determination that  three  of  the  centers
identified  in the 1995 Plan for closure will remain open, resulting  in  a
$1.5  million  credit to restructuring expense, (ii) the extension  of  the
1995  plan  to include the closing (substantially completed by the  end  of
1996) of two building centers not previously included, resulting in a  $1.3
million  charge for the write down of assets and liabilities to  their  net
realizable  value  and  a  $0.1  million charge  for  severance  and  post-
employment  benefits,  (iii) a $1.1 million charge for  impairment  in  the
carrying value of real estate held for sale at closed centers, and  (iv)  a
$0.3 million credit with respect to the resolution of a claim at below  the
reserved amount.

   Other Operating Income
   ----------------------
    Other  operating  income increased to $6.8 million in  1996  from  $5.8
million  in  1995.   The increase was the result of an  increase  in  gains
reported on the sale of closed facilities, excess vehicles and equipment of
approximately  $1.9  million when compared with  1995.   The  Company  also
reported  a  $0.6  million  gain as the result of  the  difference  between
insured  replacement cost and book value as a result of a  fire  and  storm
damage  at  several of the Company's building centers.   These  gains  were
partially  offset  by  decreases in services  charges  for  overdue  credit
accounts of approximately $0.9 million and closed center rental income  and
other miscellaneous revenues of $0.7 million.

                                   28
<PAGE>  29
   Interest Expense
   ----------------
    Interest expense decreased to $21.8 million in 1996 from $24.4  million
in 1995.  This decrease was the result of a decrease in average outstanding
debt  under  the  Company's  revolving line  of  credit  of  $26.8  million
partially offset by an increase in the overall effective borrowing rate  of
22  basis  points.   The  decrease  in average  outstanding  debt  was  due
primarily  to  cash  provided by operations,  proceeds  from  the  sale  of
additional  common  stock  (See Note 9 of Notes to  Consolidated  Financial
Statements  included elsewhere herein) and the proceeds from  the  sale  of
excess real estate and vehicles.

   Equity in Loss of Affiliated Company
   ------------------------------------
     During   1996,  the  Company's  equity  in  the  losses  of  Riverside
International LLC was $3.2 million compared with equity in losses  of  $3.5
million  during  1995.  See "Item 1.  Business - International  Operations"
and  Notes 2 and 13 of Notes to Consolidated Financial Statements  included
elsewhere herein.

   Provision for Income Taxes
   --------------------------
   In 1996, the Company recorded current income tax expense of $1.0 million
compared  with $1.4 million in 1995.  The 1996 and 1995 current income  tax
provisions consist of state and local tax liabilities.

    A deferred tax expense of $0.3 million was also recorded in 1996.  This
expense  results from temporary differences in the recognition  of  certain
items of revenue and expense for tax and financial reporting purposes.   In
1995 a deferred tax benefit of $11.8 million was recorded primarily due  to
the  recording  of a deferred tax asset as a result of the  operating  loss
experienced  during  1995,  in accordance with  FAS  109.   Management  has
determined,  based  on  the Company's positive earnings  growth  from  1992
through 1994 and its expectations for the future, that operating income  of
the  Company  will  more likely than not be sufficient to  recognize  fully
these  net  deferred  tax  assets.  See Note 11 of  Notes  to  Consolidated
Financial Statements included elsewhere herein.

   Net Income
   ----------
    Net  income was $0.5 million in 1996, compared with a net loss of $15.6
million  in  1995, an improvement of $16.1 million.  The primary components
of this improvement include a decrease in SG&A expense of $32.3 million,  a
decrease  in  restructuring and unusual items expense of $17.1  million,  a
decrease in provision for doubtful accounts of $5.4 million, a decrease  in
interest expense of $2.6 million, and an increase in other income  of  $1.0
million.   These improvements were partially offset by a decrease in  gross
profit  of $31.3 million and an increase in the provision for income  taxes
of $11.8 million.

                                   29
<PAGE>  30
1995 Compared with 1994
-----------------------
   Net Sales
   ---------
    Net  sales for 1995 decreased $14.3 million, or 1.4%, to $972.6 million
from  $986.9 million in 1994.  The 1994 fiscal year consisted of  53  weeks
compared  with 52 weeks in 1995.  After adjusting for this additional  week
of  sales in 1994, the Company experienced only a $.3 million sales decline
from  1994.   Sales  for  all  facilities operated  throughout  both  years
decreased  3.8%.   After  adjusting for the additional  week  in  1994  the
decrease was 2.1%.

    In 1995, deflation in lumber prices amounted to approximately 18% as  a
result  of increased production in Canadian mills, generated by demand  for
wood  pulp,  and a decrease in demand for construction lumber in  both  the
United  States  and foreign markets. The Company estimates the  decline  in
wood  prices  accounted  for  $45  million  in  lost  sales  for  1995,  or
approximately  a 4.6% decline.  A decline in housing starts in  the  United
States  also  adversely affected sales.  U.S. Bureau  of  the  Census  data
indicated a nation-wide decline of approximately 7.5% and declines  in  the
Company's  primary  markets,  the Midwest and Northeast,  of  approximately
12.1%  and  15.1%, respectively.  Nationally, single family housing  starts
experienced a larger decline of 10.8% in 1995, from 1.20 million starts  in
1994  to  1.07 million starts in 1995.  While the Company added  seven  new
building  centers through acquisition and expansion during  1995,  it  also
closed or consolidated 27 other building centers (sixteen of these occurred
on December 29, 1995).

   The Company experienced a 6.2% increase in sales to its primary customer
segment,  the professional home builder, and a 45.8% increase in  sales  to
commercial builders.

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

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

                                   30
<PAGE>  31
   Selling, General, and Administrative Expense
   --------------------------------------------
   In 1995, SG&A increased as a percent of net sales to 20.0% compared with
19.7%  of  net sales in 1994.  While new residential construction  activity
slowed during 1995, expenses were not adjusted quickly enough to match  the
rate  of the decline in residential construction.  The deflation in  lumber
prices  also affected SG&A as a percent of sales as certain costs  tend  to
increase from year to year, such as delivery, rent and utilities,  and  are
relatively unaffected by lumber deflation.

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

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

   Provision for Doubtful Accounts
   -------------------------------
    In  1995, the Company's provision for doubtful accounts increased as  a
percentage  of net sales to 0.7% compared with 0.3% in 1994.  Approximately
$3.1  million of the $4.0 million increase is attributable to  the  Gerrity
Lumber centers.  During the integration of the Gerrity Lumber centers these
centers  experienced  significant credit losses as they  converted  to  the
Company's more controlled credit policies.

   Restructuring and Unusual Items
   -------------------------------
    During  the  fourth quarter of 1995 the Company committed to  the  1995
Plan, which included a reduction in the number of under-performing building
centers  and the corresponding overhead to support these building  centers,
and  the  strengthening  of the Company's capital structure.   The  Company
recorded a $17.8 million charge relating to the 1995 Plan and other unusual
items.   See  "Item  1.  Business - Background" and  Note  3  of  Notes  to
Consolidated Financial Statements included elsewhere herein.

   Other Operating Income
   ----------------------
    Other  operating  income decreased to $5.8 million in  1995  from  $6.8
million  in  1994.  The primary reasons for this decline were  two  unusual
gains  recorded in 1994, a $1.2 million gain on the sale of  the  Company's
private  label credit card portfolio and a $0.7 million gain as the  result

                                   31
<PAGE>  32
of  the  difference between insured replacement cost and book value as  the
result  of  storm related damage to one of the Company's building  centers.
Service  charges for overdue credit accounts increased to $3.0  million  in
1995  compared with $2.5 million in 1994.  The Company also experienced  an
increase  in rental income, interest earned, and miscellaneous revenues  of
$0.5 in 1995 compared with 1994.

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

   Equity in Loss of Affiliated Company
   ------------------------------------
     During   1995,  the  Company's  equity  in  the  losses  of  Riverside
International LLC operations was $3.5 million.  During 1994, the results of
the Riverside International LLC operations were consolidated with those  of
the Company and contributed a loss of approximately $0.4 million (pre-tax).
See  "Item 1.  Business - International Operations" and Notes 2 and  13  of
Notes to Consolidated Financial Statements included elsewhere herein.

   Provision for Income Taxes
   --------------------------
   In 1995, the Company recorded current income tax expense of $1.4 million
compared with $1.7 million in 1994.  The 1995 income tax provision consists
of  state  and  local  tax  liabilities.  The  1994  income  tax  provision
consisted of $1.4 million for state and local liabilities and $0.3  million
for  the alternative minimum federal income tax liability.  A deferred  tax
benefit  of  $11.8  million was also recorded in  1995.   This  benefit  is
primarily due to the recording of a deferred tax asset as a result  of  the
operating  loss experienced during 1995, in accordance with FAS  109.   See
Note  11  of Notes to Consolidated Financial Statements included  elsewhere
herein.

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

                                   32
<PAGE>  33
Statements of Financial Accounting Standards
--------------------------------------------
   Recently Issued Accounting Pronouncements
   -----------------------------------------
   Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment  of Long-Lived Assets and for Long-Lived Assets to  be  Disposed
Of,"  requires that long-lived assets and certain identifiable  intangibles
to be held and used by an entity be reviewed for impairment whenever events
or  changes in circumstances indicate that the carrying amount of an  asset
may  not be recoverable.  Impairment is evaluated by comparing future  cash
flows  (undiscounted and without interest charges) expected to result  from
the  use or sale of the asset and its eventual disposition, to the carrying
amount  of  the  asset.  This accounting principle was  effective  for  the
Company's fiscal year ending December 28, 1996.  There was no impairment of
the  Company's long-lived and intangible assets other than assets held  for
sale.   See  Note 5 of Notes to Consolidated Financial Statements  included
elsewhere herein.

    Statement  of  Financial Accounting Standards No. 123, "Accounting  for
Stock-Based  Compensation," encourages, but does not require, companies  to
recognize  compensation  expense for grants of stock,  stock  options,  and
other  equity  instruments to employees based on new fair value  accounting
rules.   Although expense recognition for employee stock based compensation
is  not mandatory, the pronouncement requires companies that choose not  to
adopt  the new fair value accounting, to disclose the pro-forma net  income
and earnings per share under the new method.  This new accounting principle
was  effective for the Company's fiscal year ending December 28, 1996,  and
did not have a material impact on its financial position as the Company did
not  adopt  the  new  fair  value accounting, but instead  implemented  the
disclosure  requirements.   See Note 9 of Notes to  Consolidated  Financial
Statements included elsewhere herein.

    Statement  of  Financial Accounting Standard No. 125,  "Accounting  for
Transfers   and  Servicing  of  Financial  Assets  and  Extinguishment   of
Liabilities",    addresses    accounting   for    transactions    including
securitizations,   transfers  of  securities  with   recourse,   repurchase
agreements,   securities-lending  arrangements,  pledges   of   collateral,
financial  assets  subject  to  prepayment risk,  servicing   of  financial
assets,  and  extinguishment of liabilities. The Company did not  have  any
transaction during 1996 addressed by this statement.

    Statement  of  Financial Accounting Standards No.  128,  "Earnings  Per
Share,"    revises   the   disclosure  requirements   and   increases   the
comparability  of  EPS data on an international basis  by  simplifying  the
existing computational guidelines in APB Opinion No. 15.  The pronouncement
will  require  dual presentation of basic and diluted EPS on the  Company's
Statement  of Operations and is effective the Company's fiscal year  ending
December  27,   1997.  The Company believes that adoption will  not  have a
material impact on its financial statements.

                                   33
<PAGE>  34
    Statement  of  Financial Accounting Standards No. 129, "Disclosures  of
Information About Capital Structure,"  establishes standards for disclosing
information  about  an  entity's  capital structure.   The  new  accounting
principle  is  effective for the Company's fiscal year ending December  27,
1997.   The Company believes that adoption will not have a material  impact
on its financial statements.


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

    In  1996, net cash provided by operating activities amounted  to  $18.7
million.    This  compares  favorably  with  cash  provided  by   operating
activities  of  $15.9  million in 1995 and  $1.3  million  in  1994.   This
increase  is  primarily the result of decreases in accounts receivable  and
inventory  as well as earnings after adjustment for non-cash  expenses.   A
decrease in accounts payable and accrued liabilities partially offset these
increases.   These  funds were used primarily to reduce the  Company's  net
borrowings under its revolving credit facility.

    Management's  focus  on  improving the balance  sheet  included  making
significant   improvements  in  the  use  of  working  capital.    Accounts
receivable at the end of 1996 were $10.6 million, or 12.9%, lower  than  at
year-end  1995.  Building centers that were closed at the end  of  December
1995  and  during  1996  account for approximately  $6.3  million  of  this
reduction.  The  remainder is attributed to improved collection  practices,
especially at building centers that were acquired during 1994, a  reduction
in  the  number  of accounts with extended terms and improved  delinquency.
Inventory at the end of 1996 was $10.0 million, or 9.0%, lower than at year-
end  1995.  The primary reason for the decrease in inventory is the closing
of 18 building centers since December of 1995.  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.

    On  June 20, 1996, the Company sold to Riverside Group, Inc. 2  million
newly-issued shares of the Company's common stock for $10 million in  cash.
In  accordance  with  the  terms of the revolving  credit  agreement,  upon
completion  of this transaction $12 million in real estate was released  as
collateral required under this agreement.  These funds were used to  reduce
the Company's borrowings under its revolving credit facility.

    The  Company maintained excess availability under its revolving  credit
facility   throughout  1996.   The  Company's  receivables  and   inventory
typically  increase in the second and third quarters of  the  year  due  to
higher sales in the peak building season.  In the first and second quarters
of  each  year, the Company typically reaches its peak utilization  of  its
revolving credit facility because of the inventory build-up needed for  the

                                   34
<PAGE>  35
peak  building season.  At all times during 1996 the Company  was  in  full
compliance  with all of the requirements contained in its revolving  credit
agreement. Availability under the revolving credit facility is limited,  in
the aggregate, to the lesser of $130 million and a "borrowing base amount,"
which is the sum of (i) between 80% and 85% of eligible accounts receivable
plus (ii) between 50% and 60% of eligible inventory.  At March 1, 1997, the
Company had outstanding borrowings of $79.1 million and unused availability
of $27.7  million under its revolving credit facility.   A second amendment
and  restatement  of the revolving  credit agreement,  which  would include
among other things (i) extension of the life of the  facility  until  March
2001,  (ii)  75 basis  point reductions  in the interest rate premiums over
LIBOR and over prime, (iii)  modifications to  certain financial covenants,
and  (iv)  a  provision for  further  interest  rate  premium reductions if
certain performance levels are achieved,  is  expected  to  be completed in
March or early April 1997.  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.

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

   The Company's capital expenditures consist primarily of the construction
of  storage  facilities, the remodeling of building centers  and  component
manufacturing  facilities,  and the purchase of  equipment  and  management
information  systems.   The  Company  may  also  from  time  to  time  make
expenditures to establish Limited SKU Facilities or to establish or acquire
operations  to expand or complement its existing operations.   The  Company
made $2.9 million in capital expenditures in 1996.  The Company expects  to
spend  between  $4 million and $6 million in 1997.  These expenditures  are
expected  to  be  funded  by the Company's borrowings  and  its  internally
generated  cash  flow.   At  December 28,  1996,  there  were  no  material
commitments for future capital expenditures.

Net Operating Loss Carryforwards
--------------------------------
    At  December  28,  1996, the Company and its subsidiaries  had  federal
income  tax net operating loss carryforwards ("NOLs") of approximately  $41
million.  The NOLs will expire in the years 2004 to 2011, if not previously
utilized.  The Company's ability to use certain of the NOLs carried forward
will  be  subject to the limitations of Section 382 of the Internal Revenue
Code.   See Note 11 of Notes to Consolidated Financial Statements  included
elsewhere herein.

                                   35
<PAGE> 36
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.
        ------------------------------------
     None.

                                   36
<PAGE>  37 
                            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 20, 1997.


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 20, 1997.


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 20, 1997.


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 20, 1997.

                                  37
<PAGE>  38
                            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.
                                                            --------
Report of Independent Accountants                              F-1

Consolidated balance sheets as of December 28, 1996
 and December 30, 1995                                         F-2

Consolidated statements of operations for the years ended 
 December 28, 1996, December 30, 1995 and December 31, 1994    F-3

Consolidated statements of changes in common stockholders' 
 equity for the years  ended December 28, 1996, 
 December 30, 1995 and December  31,  1994                     F-4

Consolidated statements of cash flows for the years ended 
 December 28, 1996, December 30, 1995 and December 31,1994     F-5

Notes to consolidated financial statements                     F-6


(2)   Financial Statement Schedules:

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


(3)   Exhibits

See Exhibit Index included elsewhere herein.


(b) Reports on Form 8-K

None

                                  38
<PAGE>  39
                           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 LUMBER COMPANY


  Date:  March 26, 1997            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     March 26, 1997
--------------------       Officer (Principal Executive 
J. Steven Wilson           Officer), Director

/s/ Albert Ernest, Jr.     Director                         March 26, 1997
----------------------
Albert Ernest, Jr.


/s/ Kenneth M. Kirschner   Director                         March 26, 1997
------------------------
Kenneth M. Kirschner


/s/ William H. Luers       Director                         March 26, 1997
--------------------
William H. Luers


/s/ Robert E. Mulcahy III  Director                         March 26, 1997
-------------------------
Robert E. Mulcahy III


/s/ Frederick H. Schultz   Director                         March 26, 1997
------------------------
Frederick H. Schultz


/s/ Claudia B. Slacik      Director                         March 26, 1997
---------------------
Claudia B. Slacik


/s/ George A. Bajalia      Senior Vice President and        March 26, 1997
---------------------      Chief Financial Officer
George A. Bajalia          (Principal Financial and 
                           Accounting Officer)

                                   39
<PAGE>  F-1
Report of Independent Accountants
---------------------------------
To The Stockholders and Board of Directors
Wickes Lumber Company and Subsidiaries

    We  have audited the accompanying consolidated balance sheets of Wickes
Lumber Company and Subsidiaries (the "Company") as of December 28, 1996 and
December  30, 1995, and the related consolidated statements of  operations,
changes  in common stockholders' equity and cash flows for the years  ended
December  28, 1996 and December 30, 1995, and December 31, 1994.   We  have
also  audited the financial statement schedule of valuation and  qualifying
accounts.  These financial statements and financial statement schedule  are
the  responsibility of the Company's management.  Our responsibility is  to
express  an  opinion  on  these  financial statements  and  this  financial
statement schedule based on our audits.

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

    In our opinion, the consolidated financial statements referred to above
present  fairly,  in  all  material respects,  the  consolidated  financial
position of Wickes Lumber Company and Subsidiaries as of December 28,  1996
and December 30, 1995, and the consolidated results of their operations and
cash  flows for the years ended December 28, 1996, December 30,  1995,  and
December  31,  1994,  in  conformity  with  generally  accepted  accounting
principles.  In addition, in our opinion, the financial statement  schedule
referred  to  above,  when considered in relation to  the  basic  financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be included therein.



                                /s/ Coopers & Lybrand L.L.P.
                                ----------------------------

Chicago, Illinois

February 20, 1997


                                     F-1
<PAGE>  F-2
                        WICKES LUMBER COMPANY AND SUBSIDIARIES 
                              CONSOLIDATED BALANCE SHEETS             
                       December 28, 1996 and December 30, 1995            
                           (in thousands except share data)            
                                                               
<TABLE>
<CAPTION>
                                                                                                 
                                ASSETS                                           1996            1995
                                                                               --------        --------
<S>                                                                        <C>             <C>
Current assets:                                                                                        
    Cash                                                                   $      1,933    $         87
    Accounts receivable, less allowance for doubtful                                                   
      accounts of $4,289 in 1996 and $8,208 in 1995                              71,210          81,792
    Inventory                                                                   100,672         110,639
    Deferred tax asset                                                           10,331          15,237
    Prepaid expenses                                                                915           1,051
                                                                               --------        --------
        Total current assets                                                    185,061         208,806
                                                                               --------        --------
Property, plant and equipment, net                                               50,171          56,545
Trademark (net of accumulated amortization of                                                          
    $10,052 in 1996 and $9,830 in 1995)                                           6,948           7,170
Deferred tax asset                                                               15,525          10,919
Other assets (net of accumulated amortization of                                                       
    $6,487 in 1996 and $4,464 in 1995)                                           15,137          19,075
                                                                               --------        --------
                                                                           $    272,842    $    302,515
                                                                               ========        ========
                                                                                                       
                  LIABILITIES & STOCKHOLDERS' EQUITY                                                   
                                                                                                       
Current liabilities:                                                                                   
    Current maturities of long-term debt                                   $        133    $        424
    Accounts payable                                                             41,039          41,457
    Accrued liabilities                                                          27,118          37,972
                                                                               --------        --------
      Total current liabilities                                                  68,290          79,853
                                                                               --------        --------
                                                                                                       
Long-term debt, less current maturities                                         176,376         205,221
Other long-term liabilities                                                       2,677           2,312
Commitments and contingencies (Note 8)                                                                 
                                                                                                       
Common stockholders' equity:                                                                           
    Common stock (8,159,498 shares issued and outstanding in 1996                                   
       and 6,143,473 shares issued and outstanding in 1995)                          82              61
    Additional paid-in capital                                                   86,613          76,772
    Accumulated deficit                                                         (61,196)        (61,704)
                                                                               --------        --------
                                                                                 25,499          15,129
                                                                               --------        --------
     Total common stockholders' equity                                     $    272,842    $    302,515
                                                                               ========        ========
</TABLE>
                                                                    

The accompanying notes are an integral part of the consolidated
                          financial statements.
                                     F-2
<PAGE>  F-3
                       WICKES LUMBER COMPANY AND SUBSIDIARIES         
                        CONSOLIDATED STATEMENTS OF OPERATIONS       
          For the Years Ended December 28, 1996, December 30, 1995, and  
                                December 31,1994
                   (in thousands except share and per share data) 
<TABLE>
<CAPTION>
                                                                                                               
          
                                                                                                               
                                                                                                               
                                                                                                               
                                                                         1996            1995            1994
                                                                      ---------       ---------       ---------
<S>                                                                <C>             <C>             <C>
                                                                                                               
Net sales                                                          $    848,535    $    972,612    $    986,872
Cost of sales                                                           659,072         751,800         753,041
                                                                      ---------       ---------       ---------
    Gross profit                                                        189,463         220,812         233,831
                                                                      ---------       ---------       ---------
                                                                                                               
Selling, general and administrative expenses                            162,329         194,629         194,586
Depreciation, goodwill and trademark amortization                         5,367           5,882           4,543
Provision for doubtful accounts                                           1,067           6,482           2,457
Restructuring and unusual items                                             745          17,798           2,000
Other operating income                                                   (6,796)         (5,831)         (6,772)
                                                                      ---------       ---------       ---------
                                                                        162,712         218,960         196,814
                                                                      ---------       ---------       ---------
    Income from operations                                               26,751           1,852          37,017
                                                                                                               
Interest expense                                                         21,750          24,351          21,663
Equity in loss of affiliated company                                      3,183           3,543               -
                                                                      ---------       ---------       ---------
    Income (loss) before income taxes                                     1,818         (26,042)         15,354
                                                                                                               
Provision (benefit) for income taxes:                                                                           
  Current                                                                 1,010           1,353           1,660
  Deferred                                                                  300         (11,796)        (14,360)
                                                                      ---------       ---------       ---------
    Net income (loss)                                              $        508    $    (15,599)   $     28,054
                                                                      =========       =========       =========
                                                                                                               
    Earnings (loss) per common share                               $       0.07    $      (2.54)   $       4.59
                                                                      =========       =========       =========
                                                                                                               
Weighted average common and common                                                                             
  equivalent shares outstanding                                       7,219,754       6,151,771       6,106,279
                                                                      =========       =========       =========
</TABLE>
                                                                       
                                                             
The accompanying notes are an integral part of the consolidated
                            financial statements.
                                     F-3
<PAGE>  F-4
                     WICKES LUMBER COMPANY AND SUBSIDIARIES       
        CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' EQUITY 
          For the Years Ended December 31, 1994, December 30, 1995 and
                              December 28, 1996
                                (in thousands)
<TABLE>
<CAPTION>
                                                                                                                 
                                                                                                        Total
                                                                         Additional                    Common
                                                              Common       Paid-in     Accumulated  Stockholders'
                                                               Stock       Capital       Deficit       Equity
                                                            --------      --------      --------      --------
<S>                                                       <C>           <C>          <C>            <C>
Balance at December 25, 1993                              $       61    $   75,916   $   (74,159)   $    1,818

Net income                                                         -             -        28,054        28,054
Issuance of common stock, net                                      -           274             -           274
                                                            --------      --------      --------      --------  
Balance at December 31, 1994                                      61        76,190       (46,105)       30,146

Net income                                                         -             -       (15,599)      (15,599)
Issuance of common stock, net                                      -           582             -           582
                                                            --------      --------      --------      --------
Balance at December 30, 1995                                      61        76,772       (61,704)       15,129

Net income                                                         -             -           508           508
Issuance of common stock, net                                     21         9,841             -         9,862
                                                            --------      --------      --------      -------- 
Balance at December 28, 1996                              $       82    $   86,613    $  (61,196)   $   25,499
                                                            ========      ========      ========      ========
</TABLE>

The accompanying notes are an integral part of the consolidated
                             financial statements.
                                     F-4
<PAGE>  F-5
                  WICKES LUMBER COMPANY AND SUBSIDIARIES  
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the Years Ended December 28, 1996, December 30, 1995,
                          and December 31, 1994
                             (in thousands)                       
<TABLE>
<CAPTION>
                                                                                                  
                                                                          1996        1995        1994
                                                                       --------    --------    --------
<S>                                                                  <C>         <C>         <C>
Cash flows from operating activities:                                                                  
  Net income / (loss)                                                $      508  $  (15,599) $   28,054
  Adjustments to reconcile net income / (loss) to                                                      
     net cash provided by (used in) operating activities:                                            
    Equity in loss of affiliated company                                  3,183       3,543           -
    Depreciation expense                                                  4,904       5,391       4,277
    Amortization of trademark                                               222         222         222
    Amortization of goodwill                                                242         270          44
    Amortization of deferred financing costs                              1,781       2,085       1,781
    Provision for doubtful accounts                                       1,067       6,482       2,457
    Gain on sale of assets                                                 (940)        (71)       (238)
    Deferred tax provision/(benefit)                                        300     (11,795)    (14,360)
    Changes in assets and liabilities (net of effects                                                  
      from acquisitions):                                                                              
       Decrease (increase) in accounts receivable                         9,515       9,355     (15,673)
       Decrease (increase) in inventory                                   9,967      20,697         (98)
       (Decrease) increase in accounts payable and accrued liabilities  (10,907)      2,377      (4,896)
       Increase in other assets                                          (1,132)     (7,095)       (239)
                                                                       --------    --------    --------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                18,710      15,862       1,331
                                                                       --------    --------    --------
 Cash flows from investing activities:                                                                 
  Purchases of property, plant and equipment                             (2,893)     (4,111)     (5,947)
  Payments for acquisitions                                                   -      (8,686)    (36,515)
  Proceeds from sales of property, plant and equipment                    5,303       2,520         685
                                                                       --------    --------    --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                       2,410     (10,277)    (41,777)
                                                                       --------    --------    --------
                                                                                                       
Cash flows from financing activities:                                                                  
  Net (repayment) borrowing under revolving line of credit              (28,708)     (5,760)     43,462
  Reductions of notes payable                                              (428)     (2,357)       (556)
  Net proceeds from issuance of common stock                              9,862         582         274
  Payment of transaction costs of the                                                                
        Recapitalization Plan                                                 -           -        (700)
                                                                       --------    --------    --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                     (19,274)     (7,535)     42,480
                                                                       --------    --------    --------
NET INCREASE (DECREASE) IN CASH                                           1,846      (1,950)      2,034
Cash at beginning of period                                                  87       2,037           3
                                                                       --------    --------    --------
CASH AT END OF PERIOD                                                $    1,933  $       87  $    2,037
                                                                       ========    ========    ========
Supplemental schedule of cash flow information:                                                        
  Interest paid                                                      $   20,372  $   22,823  $   18,777
  Income taxes paid                                                       1,518       1,987       1,536
Supplemental schedule of non-cash investing and financing activities:
  The Company purchased capital stock and assets in conjuction with                                    
     acquisitions made during the period.  In connection with these                                    
     acquitions, liabilties were assumed as follows:                                                                   
      Fair value of assets acquired                                  $        -  $   12,387  $   41,736
      Cash paid                                                               -      (8,686)    (36,515)
                                                                       --------    --------    --------
                                                                                                  
      Liabilities assumed                                            $        -  $    3,700  $    5,221
                                                                       ========    ========    ========
</TABLE>
                                                                
The accompanying notes are an integral part of the consolidated
                             financial statements.
                                     F-5
<PAGE>  F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  Description of Business
---------------------------
Wickes  Lumber  Company,  through  its building  centers,  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  Lumber  Company's
wholly-owned and majority-owned subsidiaries are: Lumber Trademark  Company
("LTC"),  a holding company for the "Flying W" trademark and GLC  Division,
Inc. ("GLC"), which operates the Gerrity Lumber business.


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

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

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

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

Reclassifications
-----------------
Certain  reclassifications  have been made  to  the  1995  presentation  to
conform   with   the  1996  presentation.   A  reclassification   to   more
appropriately  classify deferred tax assets between current and  long  term
was made to the 1995 balance sheet.


                                     F-6
<PAGE>  F-7
Property, Plant, and Equipment
------------------------------
Property, plant, and equipment are stated at cost and are depreciated under
the  straight-line method. Estimated lives used range from 15 to  39  years
for  buildings  and improvements and leasehold improvements. Machinery  and
equipment  lives range from 3 to 6 years. Expenditures for maintenance  and
repairs  are  charged  to operations as incurred.  Gains  and  losses  from
dispositions  of  property,  plant,  and  equipment  are  included  in  the
Company's results of operations as other operating income.

Other Assets
------------
Other  assets  consist primarily of deferred financing costs  and  goodwill
which  are  being amortized on the straight line method, goodwill primarily
over  35 years and deferred financing costs over the expected terms of  the
related debt agreements.  At each balance sheet date, the Company evaluates
the realizability of goodwill based upon expectations of nondiscounted cash
flows  and operating income for each subsidiary having a material  goodwill
balance. Based upon its most recent analysis, the Company believes that  no
impairment of goodwill exists at December 28, 1996.

The  Company's  investment in an international operation is 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.

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.

Accounts Payable
----------------
The  Company  includes outstanding checks in excess of in-transit  cash  in
accounts  payable. There were no outstanding checks in excess of in-transit
cash at December 28, 1996 and $1,672,000 at December 31, 1995.

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

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

                                     F-7
<PAGE>  F-8
Income Taxes
------------
The  Company  accounts  for income taxes in accordance  with  Statement  of
Financial Accounting Standards No. 109, "Accounting for Income Taxes."  Tax
provisions  and credits are recorded at statutory rates for  taxable  items
included  in  the consolidated statements of operations regardless  of  the
period for which such items are reported for tax purposes.  Deferred income
taxes  are recognized for temporary differences between financial statement
and  income  tax  bases  of assets and liabilities  for  which  income  tax
benefits will be realized in future years.  Deferred tax assets are reduced
by  a  valuation  allowance when the Company cannot make the  determination
that  it is more likely than not that some portion of the related tax asset
will be realized.

Computation of Earnings Per Common Share
----------------------------------------
Earnings  per  common share is based upon the weighted  average  number  of
shares  of  common stock outstanding and, where dilutive, common equivalent
shares  (using the treasury stock method). Common equivalent shares consist
of  common  stock warrants and common stock options.  Dilution relating  to
common stock options was not material.

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

Significant  estimates  made  by the Company include  accrued  compensation
liability  and  medical claims, accrued postemployment  and  postretirement
benefits,  accrued restructuring charges, accrued environmental liabilities
and  valuation allowances for accounts receivable, inventory  and  deferred
tax  assets.  Accrued compensation liability and medical claims involve the
determination  of reserves for incurred but not reported  claims.   Accrued
postemployment  and postretirement benefits involve the  use  of  actuarial
assumptions, including selection of discount rates (see Note 10).   Accrued
restructuring charges involve an estimation of what the market  will  bring
and  specific costs incurred relating to the liquidation of certain Company
assets  using actual historical results (see Note 3). Accrued environmental
costs  involve  estimated  remediation costs probable  at  facilities  with
underground   storage  tanks  removed.   Determination  of  the   valuation
allowances  for  accounts  receivable  and  inventory  involve  assumptions
related  to current market conditions and historical market trends.   While
the valuation allowance for the deferred tax assets considers estimates  of
projected taxable income (see Note 11), it is reasonably possible that  the
company's estimates for such items could change in the near term.

Impairment of Long-Lived Assets
-------------------------------
In 1996 the company adopted Statement of Financial Accounting Standards 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 to be held and used by an  entity  be
reviewed  for  impairment  whenever  events  or  changes  in  circumstances
indicate  that  the  carrying amount of an asset may  not  be  recoverable.
There  was no impairment of the Company's long-lived and intangible  assets
other  than  assets  held for sale.  The Company has historically  reviewed
excess property held for sale and when appropriate recorded these assets at
the lower of their carrying amount or net realizable value (see Note 5).

                                     F-8
<PAGE>  F-9
Stock-Based Compensation
------------------------
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based  Compensation,"  encourages,  but  does  not  require  companies   to
recognize  compensation  expense for grants of stock,  stock  options,  and
other  equity  instruments to employees based on new fair value  accounting
rules.   Although expense recognition for employee stock based compensation
is  not mandatory, the pronouncement requires companies that choose not  to
adopt  the  new fair value accounting to disclose the pro-forma net  income
and  earnings per share under the new method.  The company elected  not  to
adopt  Statement of Financial Accounting Standards No. 123, but to continue
to  apply  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 in this Statement have been used to  account  for
stock-based compensation cost (see Note 9).

Recently Issued Accounting Pronouncements
-----------------------------------------
Transfers  and  Servicing  of  Financial Assets.   Statement  of  Financial
Accounting  Standard No. 125, "Accounting for Transfers  and  Servicing  of
Financial  Assets and Extinguishment of Liabilities", addresses  accounting
for  transactions including securitizations, transfers of  securities  with
recourse,  repurchase agreements, securities-lending arrangements,  pledges
of  collateral, financial assets subject to prepayment risk, servicing   of
financial assets, and extinguishment of liabilities.  The Company  did  not
have any transaction during 1996 addressed by this statement.

Earnings  Per Share.  Statement of Financial Accounting Standards No.  128,
"Earnings  Per  Share,"  revises the disclosure requirements and  increases
the  comparability of EPS data on an international basis by simplifying the
existing  computational guidelines in APB Opinion No. 15. The pronouncement
will  require  dual presentation of basic and diluted EPS on the  Company's
Statement  of  Operations and is effective for the  Company's  fiscal  year
ending December 27, 1997.  The Company believes that adoption will not have
a material impact on its financial statements.

Disclosure of Information About Capital Structure.  Statement of  Financial
Accounting  Standards  No. 129, "Disclosures of Information  About  Capital
Structure,"  establishes  standards for  disclosing  information  about  an
entity's capital structure.  The new accounting principle is effective  for
the  Company's fiscal year ending December 27, 1997.  The Company  believes
that adoption will not have a material impact on its financial statements.


3.   Restructuring and Unusual Charges
--------------------------------------
During  the  fourth  quarter of 1995, the Company committed  to  and  began
implementing a restructuring plan ("1995 Plan") to improve return on assets
by  closing or consolidating under-performing operating centers, decreasing
the   corresponding  overhead  to  support  these  building  centers,   and
initiating  actions  to strengthen its capital structure.   The  costs  for
closing these building centers were based on management estimates of  costs
to  exit these markets and actual historical experience.  Included in  1995
results of operations is a $17.8 million charge, including $12.6 million in
anticipated  losses  on  the  disposition  of  closed  center  assets   and
liabilities  and  $2.2  million in severance and  postemployment  benefits,
relating to the 1995 Plan and other one time costs.

                                     F-9
<PAGE>  F-10
The  major  components of this charge include the write-down of  assets  to
their  net  realizable value, liabilities associated with  closed  building
centers  held  for  sale,  postemployment  benefits  to  qualified   former
employees as a result of the center closings, and other charges related  to
the strengthening of the Company's capital structure.  Also included was  a
charge for unusual employment related claims expensed in the fourth quarter
of 1995.

During  1996,  the Company continued executing the 1995 Plan,  through  the
consolidation and closing of 18 building centers and the improvement of its
overall  capital  structure through the issuance  of  new  shares  and  the
modification of its bank revolving credit agreement (see Notes  7  and  9).
Management anticipates completion of the 1995 Plan by the end of 1997.

After extensive review of the 1995 Plan, and changes in business conditions
in  certain  markets  in  which  the Company  operates,  the  Company  made
adjustments to the 1995 Plan and incurred other one time costs resulting in
a net $0.7 million charge to results of operations in the fourth quarter of
1996  for restructuring and unusual items.  These adjustments included  (i)
the determination that three of the centers identified in the 1995 Plan for
closure   will  remain  open,  resulting  in  a  $1.5  million  credit   to
restructuring expense, (ii) the extension of the 1995 plan to  include  the
closing  (substantially  completed by the end  of  1996)  of  two  building
centers not previously included, resulting in a $1.3 million charge for the
write  down of assets and liabilities to their net realizable value  and  a
$0.1  million  charge for severance and post-employment benefits,  (iii)  a
$1.1  million  charge for impairment in the carrying value of  real  estate
held  for  sale  at  closed centers, and (iv) a $0.3  million  credit  with
respect to the resolution of a claim at below the reserved amount.


4.  Acquisitions
----------------
All  acquisitions have been accounted for as purchases; operations  of  the
companies  and  businesses acquired have been included in the  accompanying
consolidated   financial  statements  from  their   respective   dates   of
acquisition.  The excess of the purchase price over fair value of  the  net
assets  acquired  is included in goodwill.  The fair market  value  of  the
assets  acquired in 1995 was approximately $12.4 million.  The Company  had
no acquisitions in 1996.

During 1995 the Company acquired five building material centers for a total
cost of $11.8 million, $8.1 million in cash and $3.7 million in liabilities
assumed.   An  additional $0.6 million was recorded for  the  1994  Gerrity
acquisition.  The cost of the acquisitions have been allocated on the basis
of  the  fair  market  value  of the assets acquired  and  the  liabilities
assumed.   This  allocation resulted in goodwill for one  of  the  acquired
businesses   which is being amortized over a 30 year period on  a  straight
line basis.
                                     
In  August 1994, the Company acquired all of the net assets of two building
material centers for approximately the fair market value of the assets  and
liabilities  assumed.   In  addition,  the  Company  acquired  all  of  the
outstanding  Class  B common stock of Riverside International  Corporation,
from  an affiliated entity. The cost of this acquisition has been allocated
on  the  basis  of  the  estimated fair value of the  assets  acquired  and
liabilities  assumed.   In October 1994, the Company acquired  the  Gerrity
Lumber  business  from  the Gerrity Company, Inc.   The  acquired  business
consisted  of  the  operating assets of eight lumber and building  material
centers of which three include component manufacturing plants. The purchase
price has been adjusted in accordance with a post-acquisition audit of  the
acquired  assets, resulting in an increase in goodwill.  Goodwill is  being
amortized over 35 years on a straight line basis.

                                     F-10
<PAGE>  F-11
5.  Property, Plant, and Equipment
----------------------------------
Property, plant, and equipment is summarized as follows:
<TABLE>
<CAPTION>
                                           December 28,      December 30,
                                               1996              1995
                                              -----              -----
                                                   (in thousands)
     <S>                                    <C>                <C>
     Land and improvements                  $12,391            $15,888
     Buildings                               25,169             32,242
     Machinery and equipment                 26,068             26,495
     Leasehold improvements                   2,701              2,715
     Construction in progress                    90                226
                                            -------            -------
     Gross property, plant, and equipment    66,419             77,566
     Less: accumulated depreciation          27,322             25,932
                                            -------            -------
     Property, plant, and equipment
        in use, net                          39,097             51,634
     Assets held for sale, net               11,074              4,911
                                            -------            -------
     Property, plant, and equipment, net    $50,171            $56,545
                                            =======            =======
</TABLE>
The  company  reviews assets held for sale in accordance with Statement  of
Financial  Accounting Standards No. 121.  In 1996 the  Company  recorded  a
loss  of $1.1 million to report land, land improvements and buildings  held
for  sale  at their net realizable value.  This charge is reflected,  under
`Restructuring  and  unusual  items'  on  the  Consolidated  Statement   of
Operations.


6.  Accrued Liabilities
-----------------------
Accrued liabilities consist of the following:
<TABLE>
<CAPTION>
                                           December 28,      December 30,
                                               1996              1995
                                              -----             -----
                                                   (in thousands)
     <S>                                    <C>                <C>
     Accrued payroll                        $ 6,564            $6,934
     Accrued interest                         1,142             1,546
     Accrued liability insurance              4,572             4,970
     Accrued restructuring charges            6,199            14,871
     Other                                    8,641             9,651
                                            -------           -------
     Total accrued liabilities              $27,118           $37,972
                                            =======           =======
</TABLE>
In  1996  the Company received insurance premium adjustments from a  former
insurance carrier in the amount of $2.2 million and reversed an accrual  of
$1.5  million  for  other  disputed insurance premiums  with  this carrier.
Accordingly, Selling, general and administrative expenses were  reduced  by
$1.0 million during the first three quarters of 1996 and by $2.7 million in
the fourth quarter of 1996.

                                     F-11
<PAGE>  F-12
7.  Long-Term Debt
------------------
Long-term debt obligations are summarized as follows:
<TABLE>
<CAPTION>
                                         December 28,        December 30,       
                                             1996                1995
                                            -----               -----
                                                  (in thousands)
     <S>                                  <C>               <C>
     Revolving line of credit, interest 
     payable at 1.5% above prime or 3.0% 
     over LIBOR, principal due 
     January 22, 1998                     $76,313            $105,021

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

     Other                                    196                 624
                                         --------            --------
     Total long-term debt                 176,509             205,645
     Less current maturities                 (133)               (424)
                                         --------            --------
     Total long-term debt less current 
     maturities                          $176,376            $205,221
                                         ========            ========
</TABLE>
Revolving Line of Credit
------------------------
Under  the  revolving line of credit, which expires in  January  1998,  the
Company  may  borrow  against  certain levels of  accounts  receivable  and
inventory,  up to a maximum credit limit of $130,000,000.  At December  28,
1996, the amount available for borrowing was $27,676,000.  A commitment fee
of  1/2  of  1%  is  payable on the unused portion of the commitment.   The
weighted-average interest rate for the years ending December 28,  1996  and
December 30, 1995 was approximately 9.0% and 8.8%, respectively.

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

The revolving credit agreement was amended and restated in its entirety  on
March  12,  1996.  Among other things, the amendment  and  restatement  (i)
extended  the term of the facility 15 months to January 1998, (ii)  reduced
the  maximum  borrowing limit $15 million to $130 million,  (iii)  modified
certain  covenants, including changes to accommodate the  Company's  fourth
quarter 1995 restructuring charge, (iv) required the temporary addition  of
approximately  $12 million of real estate collateral and (v)  required  the
completion  by July 31, 1996 of the receipt from Riverside Group,  Inc.  of
$10 million from the sale of equity securities of the Company.  The sale of
securities  to  Riverside Group, Inc. was completed on June  20,  1996  and
required real estate collateral was released.

                                     F-12
<PAGE>  F-13
Senior Subordinated Notes
-------------------------
On October 22, 1993, the Company issued $100,000,000 in principal amount of
10-year unsecured senior subordinated notes.  Interest on the notes is  11-
5/8%,   payable  semi-annually.   Covenants  under  the  related  indenture
restrict  among other things, the payment of dividends, the  prepayment  of
certain debt, the incurrence of additional debt if certain financial ratios
are not met, and the sale of certain assets unless the proceeds are applied
to  the  notes.   In  addition, the notes require that, upon  a  change  in
control  of  the Company, the Company must offer to purchase the  notes  at
101% of the principal thereof, plus accrued interest.

Aggregate Maturities
--------------------
The  aggregate amounts of long-term debt maturities by fiscal year  are  as
follows:
<TABLE>
<CAPTION>
               Year                       Amount
               ----                       ------
                                      (in thousands)
               <S>                     <C>
               1997                    $    133
               1998                      76,360
               1999                          16
               2000                           0
               2001                           0
               Thereafter               100,000
</TABLE>

8.  Commitments and Contingencies
---------------------------------
At  December 28, 1996, the Company had accrued approximately $1,003,000 for
remediation  of  certain  environmental  and  product  liability   matters,
principally underground storage tank removal.

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

The Company is one of many defendants in approximately 110 actions, each of
which  seeks unspecified damages, brought in 1993, 1994 and 1995 in various
Michigan state courts against manufacturers and building material retailers
by individuals who claim to have suffered injuries from products containing
asbestos.  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.

                                     F-13
<PAGE>  F-14
On  November  3,  1995,  a  complaint was filed against  the  Company,  its
directors and Riverside Group, Inc. seeking to enjoin or to obtain  damages
with  respect  to  the Company's agreement to issue 2,000,000  newly-issued
shares  of common stock to Riverside Group, Inc. for $10 million (see  Note
9).

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

The  Company's assessment of the matters described in this note  and  other
forward-looking statements ("Forward-Looking Statements")  in  these  notes
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 in this note 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.

Leases
------
The  Company has entered into operating leases for retail space,  equipment
and  other  items.  These leases provide for minimum  rents.  These  leases
generally  include options to renew for additional periods.  Total  minimum
rents  under  all  operating  leases  were  $10,076,000,  $10,501,000,  and
$8,086,000  for the years ended December 28, 1996, December 30,  1995,  and
December 31, 1994, respectively.

Future  minimum  commitments  for noncancelable  operating  leases  are  as
follows:
<TABLE>
<CAPTION>
               Year                       Amount
               ----                      -------
                                      (in thousands)
               <S>                      <C>
               1997                     $  6,667
               1998                        3,975
               1999                        2,883
               2000                          992
               2001                          404
               Thereafter                  1,889
                                         -------
                 Subtotal                 16,810
               Less: Sublease income        (929)
                                         -------
               Total                     $15,881
                                         =======
</TABLE>

9.   Stockholders' Equity
-------------------------
Preferred Stock
---------------
As  of  December  28, 1996 the Company had authorized 3,000,000  shares  of
preferred stock, none of which is issued or outstanding.

                                     F-14
<PAGE>  F-15
Common Stock
------------
The  Company has two classes of common stock:  Common Stock, par value $.01
per  share, and Class B Non-Voting Common Stock, par value $.01 per  share.
At  December  28,  1996  there  were  20,000,000  shares  of  Common  Stock
authorized  and  7,659,730 shares issued and outstanding,  and  there  were
1,200,000 shares of Class B Non-Voting Common authorized and 499,768 shares
issued  and outstanding.  In addition, at December 28, 1996, 910,000 shares
of  Common  Stock were reserved for issuance under the Company's 1993  Long
Term  Incentive  Plan  and 1993 Director Incentive  Plan.   Another  10,750
shares  of  Common  Stock  were  reserved for  issuance  under  outstanding
warrants.   Class  B  Non-Voting Common Stock is  generally  equivalent  to
Common Stock, except that shares of Class B Non-Voting Common Stock may not
be  voted  except  on  certain  matters  regarding  merger,  consolidation,
recapitalization  and  reorganization, and as otherwise  provided  by  law.
Class B Non-Voting Common Stock is convertible into Common Stock on a share-
for-share basis in certain circumstances.

Private Sale of Common Stock
----------------------------
On  June 20, 1996, pursuant to a stock purchase agreement dated January 11,
1996, the Company sold 2,000,000 newly-issued shares of its Common Stock to
Riverside  Group, Inc., the Company's largest stockholder, for $10  million
in  cash.  Prior to the sale the terms of the stock purchase agreement were
reviewed  and  recommended to the boards of directors of both companies  by
committees comprised of the independent directors of each company.

Warrants
--------
The  Company  has outstanding warrants for 10,750 shares of  Common  Stock,
exercisable through April 29, 1998, at a nominal exercise price.

Stock Compensation Plans
------------------------
As of December 28, 1996, the Company has two stock-based compensation plans
(both fixed option plans), which are described below.  Under the 1993 Long-
Term Incentive plan, 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  for up to 75,000 shares of Common Stock.  For 1996  grants,  the
exercise price generally equals the market price at the date of grant.  For
grants  prior to 1996, the exercise price generally equals the  greater  of
$15  or  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 are based on graded calendar year
schedules, which can vary by officer.

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   FASB
Statement  123, the Company's net income and earnings per share would  have
been reduced to the pro forma amounts indicated as follows:

                                     F-15
<PAGE>  F-16
<TABLE>
<CAPTION>
                                    December 28,   December 30,
                                        1996           1995
                                       -----           -----
     <S>                                <C>         <C>
     Net Income (loss)   As reported    $508        ($15,599)
                         Pro forma      $321        ($15,920)
            
     Earnings (loss)
     per share           As reported    $.07          ($2.54)
                         Pro forma      $.04          ($2.59)
</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 1995 and 1996, respectively:  dividend yield
of 0% for all years; expected volatility of 40% and 42%; risk-free interest
rates of 7.7% and 6.2%; and expected lives of 6.1 and 6.5 years.

A  summary  of the status of the Company's fixed stock option plans  as  of
December 28, 1996 and December 30, 1995 and changes during the years  ended
on those dates is presented below:
<TABLE>
<CAPTION>
                              December 28,      December 30,  
                                  1996              1995      
                            ---------------    ---------------
                                   Weighted-          Weighted-
                                    Average            Average
                            Shares  Exercise   Shares  Exercise
    Fixed Options            (000)   Price     (000)   Price
    -------------          -------  --------  -------  -------
    <S>                    <C>       <C>     <C>        <C>
    Outstanding beginning   
     of year                446,689  $15.32   281,049   $15.69
    Granted                 261,371   $4.59   193,167   $14.90
    Exercised                    0     n/a         0      n/a
    Forfeited-nonvested     (58,985) $13.29   (19,983)  $15.98
    Forfeited-exercisable   (36,815) $15.33    (7,547)  $16.50
    Expired                      0     n/a         0      n/a
                            -------           -------  
    Outstanding end of      
     year                   612,257  $10.93   446,686   $15.32 
    Options exercisable at  
     year-end               145,525  $15.60   106,662   $15.53
                                                     
    Weighted-average fair                          
    value of options granted 
    during the year where:
     Exercise price equals    
      market price           $2.40             $6.94
     Exercise price exceeds     
      market price            n/a              $6.26
     Exercise price is less    
      than market price       n/a              n/a 
</TABLE>
The following table summarizes information about fixed stock options
outstanding at December 28, 1996:
<TABLE>
<CAPTION>
                            Options Outstanding          Options Exercisable
                    ---------------------------------    -------------------
                                 Weighted-                      
                     Number       Average    Weighted-   Number      Weighted-
      Range of     Outstanding   Remaining    Average   Exercisable   Average
      Exercise        at        Contractual  Exercise       at       Exercise
       Prices       12/28/96       Life       Price      12/28/96     Price
    -------------  -----------  -----------  ---------  -----------  ---------
    <S>              <C>         <C>         <C>          <C>          <C>
    $4.52-$10.95     255,171     9.8 years     $4.69        1,333      $10.95
    $15-$23.25       357,086     7.8 years    $15.39      144,192      $15.65
    -------------  -----------  -----------  --------   -----------  ---------
    $4.52-$23.25     612,257     8.6 years    $10.93      145,525      $15.60
</TABLE>
                                     F-16
<PAGE>  F-17
10.  Employee Benefit Plans
---------------------------
401(k) Plan
-----------
The   Company   sponsors  a  defined  contribution  401(k)  plan   covering
substantially  all  of its full-time employees. Additionally,  the  Company
provides  matching contributions up to a maximum of 2.5%  of  participating
employees' salaries and wages. Total expenses under the plan for the  years
ended  December  28, 1996, December 30, 1995, and December  31,  1994  were
$1,392,000, $1,700,000, and $2,625,000, respectively.

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

The plan's funded status is as follows:
<TABLE>
<CAPTION>
                                                     December 28,  December 30,
                                                         1996          1995
                                                         ----          ----
                                                           (in thousands)
  <S>                                                 <C>           <C>
  Accumulated postretirement benefit obligation-
    Retirees and their dependents                     $ 1,259       $   934
    Active employees fully eligible to retire
         and receive benefits                             682           531
    Active employees not fully eligible                 1,349         1,292
                                                       ------        ------
  Total accumulated postretirement benefit obligations  3,290         2,757
  Plan's assets at fair value                             -0-           -0-
                                                       ------        ------
  Accumulated postretirement benefit obligation in
      excess of plan's assets                           3,290         2,757
  Unrecognized net loss                                  (613)         (445)
                                                       ------        ------
  Accrued postretirement health care cost             $ 2,677        $2,312
                                                       ======        ======
</TABLE>
Actuarial assumptions used were as follows:
<TABLE>
<CAPTION>
                                                     December 28,  December 30,
                                                         1996          1995
                                                         ----          ----
                                                           (in thousands)
  <S>                                              <C>            <C>
  Projected health care costs trend rate                 6.0%          6.0%
  Ultimate trend rate                                    6.0%          6.0%
  Year ultimate trend rate achieved                      n/a           n/a
  Effect of a 1% point increase in the health care
     cost trend rate on the postretirement benefit
     obligation                                     $     77      $     63
  Effect of a 1% point increase in the health care
     cost trend rate on the aggregate of service and
     interest cost                                  $     21      $     18
  Discount rate                                         7.75%         7.25%
</TABLE>
                                     F-17
<PAGE>  F-18

Postemployment Benefits
-----------------------
The Company provides certain postemployment benefits to qualified former or
inactive  employees  who are not retirees.  These benefits  include  salary
continuance,  severance, and healthcare.  Salary continuance and  severance
pay  is based on normal straight-line compensation and is calculated  based
on  years  of  service.  Additional severance pay is  granted  to  eligible
employees  who are 40 years of age or older and have been employed  by  the
Company  five  or  more years. The Company accrues the  estimated  cost  of
benefits provided to former or inactive employees who have not yet  retired
over  the  employees' service period or as an expense at the  date  of  the
event  triggering the benefit.  The Company incurred postemployment benefit
income  of  $31,000 for the year ended December 28, 1996,  and  expense  of
$160,000 (exclusive of amounts included in its restructuring liability, see
Note  3)  and $2,000,000 for the years ended December 30, 1995 and December
31, 1994, respectively.


11.  Income Taxes
-----------------
The  Company  and its subsidiaries file a consolidated Federal  income  tax
return.   As  of December 28, 1996 the Company has U.S. net operating  loss
carryforwards  available  to  offset income of  approximately  $41  million
expiring  in  the years 2004 through 2011; and $.9 million of capital  loss
carryforwards which expire in 1997 unless utilized.

On  October  22, 1993, the Company completed a recapitalization plan  which
created  an  ownership change as defined by Section  382  of  the  Internal
Revenue  Code  of  1996.   As  a  result  of  this,  certain  of  the  loss
carryforwards  of  the  company are limited  to  an  annual  limitation  of
approximately $2.6 million a year.

An  additional  loss carryforward of $19.1 million was generated  in  1996.
This loss was largely due to the utilization of deferred tax assets set  up
in  1995.   Major components included the use of the restructuring reserve,
bad  debt  reserve, intangible asset amortization and utilization of  prior
year  capital loss carryovers.  The loss created in 1996 will be  available
without  limitations, to offset taxable income in future periods  and  will
expire in 2011.

Income  tax  provision  for  1996 consists of  both  current  and  deferred
amounts.  The components of the income tax provision are as follows:
<TABLE>
<CAPTION>
                                      December 28,  December 30,  December 31,
                                          1996          1995          1994
                                          ----          ----          ----
                                                  (in thousands)
   <S>                                  <C>         <C>          <C>
   Taxes currently payable:
     State income tax                   $1,010      $  1,353        $1,350
     Federal income tax                      -             -           310
   Deferred expense/ (benefit)             300       (11,796)      (14,360)
                                        ------        ------        ------
   Total income tax expense/ (benefit)  $1,310      $(10,443)     $(12,700)
                                        ======        ======        ======
</TABLE>

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 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. Management has  determined,
based on the Company's positive earnings growth from 1992 through 1994  and

                                     F-18

<PAGE>  F-19
its  expectations for the future, that operating income of the Company will
more likely than not be sufficient  to  recognize fully  its  net  deferred 
tax assets.  The components of the deferred  tax  assets and liabilities at 
December 28,  1996, December 30, 1995 and  December 31, 1994, respectively,
are as follows:
<TABLE>
<CAPTION>
                                   December 28,  December 30,  December 31,
                                       1996          1995          1994
                                       ----          ----          ----
                                                (in thousands)
   <S>                              <C>           <C>           <C>
   Deferred income tax assets:      
   Trade accounts receivable         $1,676        $3,193        $1,816
   Inventories                        1,954         2,446         3,252
   Accrued personnel cost             1,936         1,850         2,153
   Other accrued liabilities          6,911        12,042         8,718
   Net operating loss                16,556         9,856         5,640
   Other                              2,342         1,399         2,003
                                     ------        ------        ------
   Gross deferred income tax assets  31,375        30,786        23,582
   Less: valuation allowance         (1,493)       (1,350)       (3,421)
                                     ------        ------        ------
   Total deferred income tax assets  29,882        29,436        20,161
                                     ======        ======        ======
   Deferred income tax liabilities:
   Property, plant and equipment      1,962         1,906         5,094
   Goodwill and trademark             2,052         1,348           690
   Other accrued income items            13            26            17
                                     ------        ------        ------
   Total deferred income tax 
    liabilities                       4,027         3,280         5,801
                                     ------        ------        ------

   Net deferred tax assets          $25,855       $26,156       $14,360
                                     ======        ======        ======
</TABLE>

The  deferred  tax  expense  recorded in  the  current  year  results  from
temporary  differences in the recognition of certain items of  revenue  and
expense  for  tax and financial reporting purposes.  The sources  of  these
differences and the tax effect of each were as follows:
<TABLE>
<CAPTION>

                                   December 28,  December 30,  December 31,
                                       1996          1995          1994
                                       ----          ----          ----
                                                (in thousands)
   <S>                              <C>            <C>         <C>
   Change in bad debt reserve       $(1,517)        $1,377         $631
   Differences in tax and 
    book inventory                     (491)          (806)         (47)
   Settlement of deferred 
    compensation                         86           (303)         309
   Change in accrued liabilities     (5,130)         3,324        2,548
   (Utilization)/creation  of NOL     6,700          4,216       (7,474)
   AMT credit and capital loss 
    carryover                           942           (604)         993
   Differences in tax and book 
    asset basis                         (56)         3,188       (2,909)
   Differences in book and tax 
    intangibles                        (704)          (658)        (690)
   Extinguishment of debt                 -              -            -
   Change in accrued income items        13             (9)          34
   (Increase)/decrease in valuation 
    allowance                          (143)         2,071       20,965
                                     ------         ------       ------
   Deferred tax benefit/ (expense)    $(300)       $11,796      $14,360
                                     ======         ======       ======
</TABLE>
                                     F-19
<PAGE>  F-20

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 28,  December 30,  December 31,
                                       1996          1995          1994
                                       ----          ----          ----
                                                (in thousands)
   <S>                               <C>         <C>           <C>
   Taxes (benefit) computed at U.S. 
    statutory tax rate                 $637       $(9,115)       $5,220
   State and local taxes                656           894           891
   Alternative minimum tax 
    differential                          -             -           310
   Current and deferred benefit of 
    capital loss utilized                 -             -            (2)
   Current benefit of deferred 
    tax asset                             -             -       (14,360)
   Other                               (126)         (151)          148
   Change in valuation allowance        143        (2,071)            -
   Current and deferred benefit of 
    NOL carried forward (utilized)        -             -        (4,907)
                                     ------         ------       ------
   Total tax provision               $1,310       $(10,443)    $(12,700)
                                     ======         ======       ======
</TABLE>

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

Long-Term Debt
--------------
The  fair value of the Company's long-term debt is estimated based  on  the
quoted market prices for the same or similar issues or on the current rates
offered  to  the  Company for debt of the same remaining  maturities.   The
estimated  fair  values of the Company's material financial instruments  at
December 28, 1996 and December 30, 1995 are as follows:
<TABLE>
<CAPTION>
                                            Fair             Carrying
                                            Value             Value
                                            -----             -----
                                                 (in thousands)
   <S>                                   <C>               <C>
   1996 Financial Liabilities:
   Long-term Debt
    Revolver                              $76,313           $76,313
    Senior Subordinated Notes              77,000           100,000

   1995 Financial Liabilities:
   Long-term Debt
    Revolver                             $105,021          $105,021
    Senior Subordinated Notes              68,000           100,000
</TABLE>
                                     F-20
<PAGE> F-21

13.   Related Party Transactions
--------------------------------
On  July 31, 1994, the Company acquired Riverside International Corporation
("RIC"), from Riverside Group, Inc., the Company's largest stockholder, for
$895,000.   The acquisition was accounted for as a purchase.   In  December
1995,  voting  rights  to 66 2/3% of RIC's voting stock  were  assigned  to
Riverside Group, Inc.

In  1996, the Company paid approximately $612,000 in reimbursements  to  an
affiliate of the Company's chairman and to third parties for costs  related
to services provided to the Company during 1996 by certain employees of the
affiliated company and use of a corporate aircraft.  Total payments in 1995
and  1994  for  similar services were approximately $613,000 and  $810,000,
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 has committed  to
reimbursing  this affiliate for certain start-up expenses.   In  1996  this
reimbursement amounted to approximately $365,000.  This reimbursement  will
continue through 1997.

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

A  certain  director and executive officer of the Company, is a shareholder
of  the law firm that is general counsel to the Company.  The Company  paid
this  firm $430,000, $394,000, and $623,000 for legal services provided  to
the Company during 1996, 1995, and 1994, respectively.

For  a  description  of the sale of 2,000,000 newly-issued  shares  by  the
Company to Riverside Group, Inc., see Note 9.

                                     F-21
<PAGE>  S-1
                                         
                      WICKES LUMBER COMPANY AND SUBSIDIARIES
                   Schedule VIII-Valuation and Qualifying Accounts
               For the Years Ended December 28, 1996, December 30, 1995,
                                 and December 31, 1994
                                 (dollars in thousands)
<TABLE>
<CAPTION>
                             
                                                                               
                                                                               
                                                                               
           Col. A              Col. B             Col. C                    Col. D       Col. E
                                                 Additions                          
                                            (1)             (2)                    
                             Balance at  Charged to                                    Balance at
                             Beginning    Costs and      Charged to                      End of
        Description          of Period   Expenses(a)  Other accounts(b)  Deduction(c)    Period
        -----------          ---------   -----------  -----------------  ------------  ----------
<S>                            <C>          <C>              <C>            <C>          <C>
1996:                                                                          
Allowance for doubtful         
accounts                       $8,208       $1,067              -           $4,986       $4,289
                                                                           
1995:                                                                      
Allowance for doubtful         
accounts                       $4,657       $6,482              -           $2,931       $8,208
                                                                           
1994:                                                                      
Allowance for doubtful                         
accounts                       $3,039       $2,457            $634          $1,473       $4,657 
                                                                           
</TABLE>
(a)  Net of reserved and collected accounts.
(b)  Bad debt allowance related to acquisitions and recorded as a reduction
     to the purchase price.
(c)  Reserved accounts written-off.

                                     S-1
<PAGE>  38
                               Exhibit Index
                               -------------
<TABLE>
<CAPTION>
Exhibit
Number      Description
-------     -----------
<C>       <S>
3.1(a)*   Amended and Restated Certificate of Incorporation of the Registrant
          (incorporated  by  reference to Exhibit 3.1 to  the  Registrant's
          Registration Statement on Form S-1 (the "Form S-1"),  Commission
          File No. 2-67334).
   
   (b)*   First Amendment to Second Amended and Restated Certificate of 
          Incorporation (incorporated by reference to Exhibit 3.01 to the
          Registrant's Quarterly Report on Form 10-Q (the "June  1994  Form
          10-Q") for the period ended June 25, 1994).

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

4.1*      Credit Agreement  dated  March  12,  1996,  among  the  Registrant,   
          as borrower,  each  of the financial institutions signatory  thereto
          (the  "Lenders"),  BT Commercial Corporation, as  Agent  for  the
          Lenders, and Bankers Trust Company, as issuing Bank (incorporated
          by reference to Exhibit 4.1 to the 1995 Form 10-K).

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

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

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

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

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


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

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

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

    (b)** Amendment  No. 1.

    (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).

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

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

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

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

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


10.16*    Mortgage Lending Agreement between Wickes Lumber Company, Inc. and 
          Wickes Mortgage Lending, Inc. dated as of June 30, 1996 (incorporated
          by reference  to Exhibit 10.01 to the Registrant's Quarterly  Report
          on Form 10-Q for the period ended June 29, 1996).

11.1**    Statement regarding Computation of Per Share Earnings.

21.1**    List of Subsidiaries of the Registrant.

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

27.1**    Financial data schedule (SEC use only).
</TABLE>
*  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.