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

                                   FORM 10-Q


             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 28, 1997

                                      OR


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

              FOR THE TRANSITION PERIOD FROM        TO
                                            --------  -------
                         Commission File No.  0-27424
                                              -------


                            WILMAR INDUSTRIES, INC.
                            -----------------------
            (Exact name of registrant as specified in its charter)



            New Jersey                             22-2232386
     --------------------------                    ---------------------
     (State of incorporation or                   (I.R.S. Employer
      organization)                                Identification No.)


      303 Harper Drive
      Moorestown, New Jersey                                08057
      ----------------------                       ---------------------
      (Address of principal executive offices)           (Zip Code)


      Registrant's telephone number, including area code: (609) 439-1222

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

The number of shares of the registrant's common stock, no par value, outstanding
as of  April  30, 1997 was  13,055,442.
<PAGE>
 
                        PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statements

WILMAR INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS - (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       
                                                                                                 March 28             December 27,
                                                                                                   1997                   1996
                                                                                              --------------         --------------
<S>                                                                                           <C>                    <C>
ASSETS

CURRENT ASSETS
  Cash                                                                                        $  36,640,829          $  38,228,710
  Cash - restricted                                                                                 728,167                719,185
  Investments                                                                                     3,450,000              3,927,276
  Accounts receivable - trade, net of allowance for doubtful accounts
   of $943,600 in 1997 and $806,300 in 1996.                                                     19,501,032             16,140,693
  Inventory                                                                                      18,047,530             17,669,441
  Prepaid expenses and other current assets                                                       1,121,204                656,588
  Deferred income taxes                                                                             807,000                768,000
                                                                                              --------------         --------------
    Total current assets                                                                         80,295,762             78,109,893

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $2,667,317 in 1997 and 
  $2,486,092 in 1996.                                                                             2,963,289              2,460,748
GOODWILL, net of accumulated amortization of $153,700 in 1997 and $100,755 in 1996                6,464,323              4,932,050
OTHER ASSETS                                                                                      3,082,259              2,806,452
                                                                                              --------------         --------------
TOTAL ASSETS                                                                                  $  92,805,633          $  88,309,143
                                                                                              ==============         ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Notes payable                                                                               $     100,000          $     285,000
  Accounts payable                                                                               10,875,612              8,537,019
  Accrued expenses and other current liabilities                                                  2,624,346              2,053,350
  Income taxes payable                                                                            1,634,200              1,934,160
                                                                                              --------------         --------------
    Total current liabilities                                                                    15,234,158             12,809,529
                                                                                              --------------         --------------

COMMITMENTS AND CONTINGENT LIABILITIES

STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 5,000,000 shares authorized; none issued
Common stock, no par value - 50,000,000 shares authorized;
  13,048,371 shares issued and outstanding in 1997 and 1996                                      96,978,776             96,978,776
Retained earnings (accumulated deficit)                                                         (19,407,301)           (21,479,162)
                                                                                              --------------         --------------
    Total stockholders' equity                                                                   77,571,475             75,499,614
                                                                                              --------------         --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                    $  92,805,633          $  88,309,143
                                                                                              ==============         ==============
</TABLE> 

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
<PAGE>
 
WILMAR INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME-(Unaudited)
--------------------------------------------------------------------------------

<TABLE> 
<CAPTION> 
                                                      Three Months    Three Months
                                                         Ended           Ended
                                                       March 28,       March 29,
                                                          1997            1996
                                                      -------------   -------------
<S>                                                   <C>             <C>
NET SALES                                             $ 33,209,175    $ 19,308,559
COST OF SALES                                           23,214,155      13,372,953
                                                      -------------   -------------
    Gross profit                                         9,995,020       5,935,606

OPERATING EXPENSES:
  Operating and selling expenses                         4,741,041       2,987,245
  Corporate general and administrative expenses          2,332,388       1,242,045
                                                      -------------   -------------
                                                         7,073,429       4,229,290
                                                      -------------   -------------

    Operating income                                     2,921,591       1,706,316

INTEREST (INCOME) EXPENSE, NET                            (381,970)         80,704
                                                      -------------   -------------

    Income before income taxes                           3,303,561       1,625,612

PROVISION FOR INCOME TAXES                               1,231,700         666,000
                                                      -------------   -------------

    Net income                                        $  2,071,861    $    959,612
                                                      =============   =============

  Net income per share                                $       0.16    $       0.10
                                                      =============   =============

  Weighted average shares outstanding                   13,318,662       9,946,286
                                                      =============   =============
</TABLE> 



 The accompanying notes are an integral part of these condensed consolidated 
                             financial statements.

<PAGE>
 
WILMAR INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY-(Unaudited)
--------------------------------------------------------------------------------


<TABLE> 
<CAPTION> 
                                                                                            Retained           Total
                                                                                            Earnings       Stockholders'
                                                             Common          Stock        (Accumulated         Equity
                                                             Shares          Amount         Deficit)         (Deficit)
                                                           -----------    -------------  --------------    --------------
<S>                                                        <C>            <C>            <C>               <C>
BALANCE, DECEMBER 29, 1995                                  5,320,000     $    124,231   $ (27,186,322)    $ (27,062,091)

  Accretion of Mandatorily Redeemable
    Preferred Stock                                                                           (155,932)         (155,932)
  Conversion of Series B Preferred Stock                      454,545        5,000,000                         5,000,000
  Issuance of Common Stock - Initial Public Offering        4,600,000       46,152,891                        46,152,891
  Issuance of Common Stock - HMA Acquisition                   63,980        1,522,000                         1,522,000
  Issuance of Common Stock - Secondary Offering             2,565,500       43,179,654                        43,179,654
  Issuance of Common Stock - Aaron Acquisition                 44,346        1,000,000                         1,000,000
  Net income                                                                                 5,863,092         5,863,092
                                                           -----------    -------------  --------------    --------------

BALANCE, DECEMBER 27, 1996                                 13,048,371     $ 96,978,776   $ (21,479,162)    $  75,499,614

  Net income                                                                                 2,071,861         2,071,861
                                                           -----------    -------------  --------------    --------------

BALANCE, MARCH 28, 1997                                    13,048,371     $ 96,978,776   $ (19,407,301)    $  77,571,475
                                                           ===========    =============  ==============    ==============
</TABLE> 

 The accompanying notes are an integral part of these condensed consolidated 
                             financial statements.
<PAGE>
 
WILMAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS - (Unaudited)
--------------------------------------------------------------------------------

<TABLE> 
<CAPTION>
                                                                                 Three Months                      Three Months
                                                                                    Ended                              Ended
                                                                                March 28, 1997                    March 29, 1996
                                                                               ----------------                  ----------------
<S>                                                                            <C>                               <C>
OPERATING ACTIVITIES:
  Net income:                                                                  $     2,071,861                   $       959,612 
  Adjustments to reconcile net income to net cash provided by
   (used in) operating activities:
    Depreciation and amortization                                                      288,572                           112,144
    Deferred income taxes                                                              (39,000)                          (78,000)
    Changes in assets and liabilities, net of effects of acquisition:
      Accounts receivable                                                           (1,835,662)                         (629,409)
      Inventory                                                                        193,308                          (278,725)
      Prepaid expenses and other current assets                                        (13,598)                         (265,728)
      Other assets                                                                    (330,209)                          202,792
      Accounts payable                                                               2,338,593                        (1,375,620)
      Accrued expenses and other current liabilities                                   470,996                           234,698
      Accrued interest                                                                                                  (212,823)
      Income taxes payable                                                            (299,960)                          (71,900)
                                                                               ----------------                  ----------------
        Net cash provided by (used in) operating activities                          2,844,901                        (1,402,959)
                                                                               ----------------                  ----------------

INVESTING ACTIVITIES:

  Purchase of property and equipment                                                  (661,603)                         (133,963)
  Proceeds from sale (purchase) of short-term investments                              477,276                        (1,765,035)
  Acquisition of business, including escrow                                         (3,988,455)       
                                                                               ----------------                  ----------------
      Net cash used in investing activities                                         (4,172,782)                       (1,898,998)
                                                                               ----------------                  ----------------

FINANCING ACTIVITIES:
  Net repayment of demand notes payable - Bank                                                                        (9,922,510)
  Repayment of note payable                                                           (260,000)
  Principal payments on long-term debt:
    Banks                                                                                                             (1,499,999)
    Related parties                                                                                                   (2,940,922)
  Repurchase of Series A Preferred Stock, plus accrued dividends                                                     (13,870,928)
  Repurchase of Series B Preferred Stock, plus accrued dividends                                                      (6,343,425)
  Repayment of subordinated debentures                                                                                (4,000,000)
  Net proceeds from issuance of Common Stock - initial public offering                                                46,165,181
                                                                               ----------------                  ----------------
      Net cash (used in) provided by financing activities                             (260,000)                        7,587,397
                                                                               ----------------                  ----------------
NET (DECREASE) INCREASE IN CASH                                                     (1,587,881)                        4,285,440
CASH, BEGINNING OF PERIOD                                                           38,228,710                            25,043
                                                                               ----------------                  ----------------
CASH, END OF PERIOD                                                            $    36,640,829                   $     4,310,483
                                                                               ================                  ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid during the period for:
    Interest                                                                   $         5,652                   $       344,599
                                                                               ================                  ================
    Income taxes                                                               $     1,550,600                   $       815,900
                                                                               ================                  ================

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCIAL ACTIVITIES
  Accretion of mandatorily redeemable Series A Senior and
   Series B Junior Preferred Stock redemption values                                                             $       155,932
  Conversion of Series B Junior Preferred stock into
    454,545 shares of Common Stock                                                                               $     5,000,000

  Issuance of Note in connection with the purchase of:
    Pier-Angeli                                                                $        75,000


</TABLE> 

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
<PAGE>
 
                             WILMAR INDUSTRIES, INC.

           NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation
------------------------------


The condensed consolidated financial statements include the accounts of Wilmar
Industries, Inc. ("Wilmar" or the "Company") and its subsidiaries.  Material
inter-company balances and transactions have been eliminated.

These financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10-01 of Regulation S-X.  Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.  In the
opinion of management, such interim statements reflect all adjustments
(consisting of normal recurring adjustments) necessary to present fairly the
financial position and the results of operations and cash flows for the interim
periods presented.  The results of operations for these interim periods are not
necessarily indicative of the results to be expected for the full year ending
December 26, 1997.  These financial statements should be read in conjunction
with the audited consolidated financial statements and footnotes included in the
Company's Form 10-K for the year ended December 27, 1996.

Note 2 - Accounting Policies
----------------------------

Earnings Per Share - On February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standard (SFAS) No. 128, "Earnings Per
Share". This pronouncement will be effective for financial statement for both
interim and annual periods ending December 15, 1997. The Company anticipates
that this statement will not have a material impact on the it's financial
statements.

Note 3 - Acquisition
--------------------

In January 1997, the Company acquired certain assets of  Pier-Angeli Group, Inc.
("Pier-Angeli"), a distributor of plumbing and electrical supplies primarily to
the multi-family industry or apartment housing market.  The total purchase price
of the acquisition was approximately $4 million, including costs of acquisition.
Goodwill and other intangibles recorded in connection with this acquisition
totaled approximately $2 million, and will be amortized on a straight-line basis
over 3 to 30 years.

Note 4 - Income Taxes
---------------------

The Company provides for income taxes based upon Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes", which
requires an asset and liability approach to financial accounting and reporting
for income taxes.

Note 5 - Computation of Net Income Per Share
--------------------------------------------

Net income per share represents net income divided by the weighted average
number of shares of Common Stock and Common Stock equivalents outstanding during
the period plus the number of shares of Common Stock required to be sold at the
assumed initial public offering price to raise sufficient proceeds to redeem the
mandatorily redeemable Preferred Stock (including accrued but unpaid dividends
thereon). Net income is not reduced by the provision for accretion of Preferred
Stock redemption values of $155,932 for the three months ended March 29, 1996
because the calculation assumes the related Common Stock was outstanding in lieu
of the Preferred Stock.
<PAGE>
 
                            WILMAR INDUSTRIES, INC.

     NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued

Common Stock equivalents include shares from the exercise of stock options
(using the treasury stock method).  Pursuant to the rules of the Securities and
Exchange Commission, common stock issued and stock options granted at prices
lower than the assumed initial public offering price within a one year period
prior to an initial public offering are included in the calculation (using the
treasury stock method and the assumed initial public offering price) as if they
were outstanding for all periods presented.

Note 6 - Contingencies
----------------------

The Company is involved in various legal proceedings in the ordinary course of
its business, which are not anticipated to have a material adverse effect on the
Company's results of operations or financial position.
<PAGE>
 
                            WILMAR INDUSTRIES, INC.

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

This document contains certain forward-looking statements that are subject to
risks and uncertainties.  Forwarding-looking statements include certain
information relating to future growth plans, the anticipated costs associated
with those plans, the Company's liability and capital resources, as well as
information contained elsewhere in this report where statements are preceded by,
followed by or include the words "believes," "expects," "anticipates" or similar
expressions.  For such statements the Company claims the protection of the safe
harbor for forward-looking statements contained in the private Securities
Litigation Reform Act of 1995.  Actual events or results may differ materially
from those discussed in forward-looking statements as a result of various
factors, including without limitation, general market conditions, increased
competition, and factors discussed elsewhere in this report and in the documents
incorporated herein by reference.  The following discussion should be read in
conjunction with the interim financial statements and the notes thereto
contained elsewhere in this report on Form 10-Q.

Results of Operations

Three Months Ended March 28, 1997 Compared to Three Months Ended March 29, 1996

Net Sales.  Net sales increased by  $13.9 million, or 72.0%, to $33.2 million
for the three months ended March 28, 1997 from $19.3 million for the
corresponding period in 1996.  This increase was primarily attributable to the
acquisitions of Mile High Maintenance Supply, Inc. ("Mile High"), HMA
Enterprises, Inc. ("HMA"), and certain assets of Sun Valley Maintenance Supply,
Inc. ("Sun Valley"), Aaron Distributing, Inc. ("Aaron"), and Pier-Angeli Group,
Inc. ("Pier-Angeli"), which occurred in May 1996, July 1996, May 1996, November
1996 and January 1997, respectively.  In addition, the maturation of the
existing sales force, the Company's telesales effort, increased sales to
national accounts and a substantial investment in "line-hauling" (the use of
third party trucks to ship multiple orders from a distribution center to other
markets overnight followed by next day local delivery), also contributed
significantly to the Company's growth.  The Company's sales force at the end of
the first quarter of 1997 was 152, an increase of 66 when compared with the
corresponding quarter of 1996. Sales attributable to the existing sales force
(salesman employed for all of both periods) increased 23.0%. Price increases
during both periods were modest and made only on selected items.  During the
three months ended March 28, 1997, Wilmar generated approximately $1.0 million
in net sales to new end markets as a result of the Company's decision to target
customers outside its core apartment housing market beginning in the first
quarter of 1995.

Gross Profit.  Cost of sales includes merchandise, freight, distribution center
occupancy and delivery costs.  As a percentage of net sales, gross profit was
30.1 % for the three months ended March 28, 1997 compared to 30.7 % for the
corresponding period in 1996.  This expected decrease in the gross margin
resulted from the acquisition of HMA, whose historic gross margins have been
lower due to increased competition in the Texas market as well as a higher
volume of less profitable HVAC equipment and major appliance sales.  Increased
delivery expenses associated with "line-hauling" to new markets, as well as
higher relative occupancy costs relating to the operation of the Company's new
distribution centers in Chicago, Dallas and Charlotte also contributed to the
decrease in gross margin when compared with the first three months of 1996.

Operating and Selling Expenses.  Operating and selling expenses consist of labor
and other costs associated with operating a distribution center as well as
selling expenses and commissions.  Operating and selling expenses increased by
$1.7 million, or  58.7% , to $4.7 million for the three months ended March 28,
1997 from $3.0 million for the corresponding period in  1996.  As a percentage
of net sales, these expenses represented 14.3% for the three months ended March
28, 1997 compared to 15.5% for the corresponding period in 1996. The decrease
resulted primarily from the acquisition of HMA, which operates three mature
distribution centers and employs a mature sales force. Historically, the
Company's operating and selling expenses as a percentage of sales have been
higher than HMA's due to the Company's investment in new distribution centers as
well as the rapid expansion of the sales force.
<PAGE>
 
                            WILMAR INDUSTRIES, INC.


Item 2 -  Management's Discussion and Analysis of Financial Condition and
Results of Operations, Continued

Results of Operations

Three Months Ended March 28, 1997 Compared to Three Months Ended March 29, 1996

Corporate General and Administrative Expenses.  Corporate general and
administrative expenses increased by $1.1 million, or 87.8%, to $2.3 million for
the three months ended March 28, 1997 from $1.2 million for the corresponding
period in 1996. This increase is primarily the result of the enhanced staffing
required to manage a larger volume of business and an increase in amortization
expense attributable to the acquisitions completed since the first quarter of
1996. As a percentage of net sales, these expenses represented 7.0% for the
three months ended March 28, 1997 compared to 6.4% for the corresponding period
in 1996.  The Company expenses all distribution center pre-opening costs when
incurred.  During the first three months of 1997, the Company incurred
approximately $128,000 in expenses related to the assimilation of Aaron and
Pier-Angeli and pre-opening expenses for its new Chicago, Dallas and Charlotte
distribution center, (the "Assimilation and pre-opening expenses").   Excluding
these expenses, corporate general and administrative expenses, as a percentage
of net sales, would have been 6.6% for the three months ended March 28, 1997.


Operating Income.  Operating income increased by $1.2 million, or 71.2%, to $2.9
million for the three months ended March 28, 1997 from $1.7 million for the
corresponding period in 1996.  As a percentage of net sales, operating income
was 8.8% for the three months ended March 28, 1997 and the corresponding period
in 1996.  Excluding the assimilation and pre-opening expenses, operating income
would have increased by $1.3 million, or 78.7% for the three months ended March
28, 1997.  As a percentage of net sales, operating income (excluding the
assimilation and pre-opening expenses) would have been 9.2% for the first three
months of 1997.


Interest (Income) Expense, Net.  Net interest expense decreased by $463,000 to
$382,000 of net interest income for the three months ended March 28, 1997 from 
$81,000 of net interest expenses for the corresponding period in 1996 as a
result of the reduction in debt made from the proceeds of the initial public
offering and the investment income from the proceeds of the secondary offering
completed in July 1996.



Liquidity and Capital Resources

Wilmar's primary source of liquidity has been cash flow from operations,
supplemented by borrowings under its revolving bank line of credit to support
increases in accounts receivable and inventory, net of accounts payable.  Since
its initial public offering in January 1996, additional liquidity has been
provided through the proceeds of the sale of its securities.

In January 1996, the Company completed an initial public offering of 4,600,000
shares of its common stock for $11.00 per share resulting in net proceeds (after
deducting underwriters' discounts and issuance costs) of $47,058,000.

In July 1996, the Company completed a secondary public offering of 4,335,500
shares of common stock (of which the Company issued 2,565,500 shares) for
$17.875 per share resulting in net proceeds to the Company (after deducting
underwriters' discounts and issuance costs) of $43,575,000.
<PAGE>
 
                            WILMAR INDUSTRIES, INC.


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations, Continued

Liquidity and Capital Resources


Cash provided by operating activities was $2.8 million during the three months
ended March 28, 1997 compared to $1.4 million of cash used in operating
activities during the corresponding period in 1996.  Cash provided by operating
activities during the three months ended March 28, 1997 consisted of $2.1
million of net income before adding back depreciation and amortization and other
non-cash charges, increased  $700,000 by changes in operating assets and
liabilities primarily resulting from a $2.3 million increase in accounts payable
offset by an increase in the accounts receivable of $1.8 million, consistent
with its higher volume of business.
 
Cash used in investing activities during the three months ended March 28, 1997
was $4.2 million, consisting of $4.0 million related to the acquisition of Pier-
Angeli, $477,000 in proceeds from the sale of short-term investments, and
$661,000 for the purchase of property and equipment.  Cash used in financing
activities during the first quarter of 1997 was $260,000, consisting of the
repayment of a note payable.

Capital expenditures were $661,000 for the three months ended March 28, 1997
compared to $134,000 for the corresponding period in 1996. The Company spent
approximately $321,000 in the first quarter to equip its new Philadelphia,
Dallas and Charlotte distribution centers. A typical distribution center
requires a capital investment of approximately $150,000 to $200,000 for
equipment and leasehold improvements and an initial commitment of approximately
$250,000 for working capital (net of accounts payable attributable to new
inventory). The Company typically incurs expenses of approximately $60,000
before a new distribution center becomes operational. The Company intends to
finance its future capital expenditures with cash flow from operations and
possibly with a portion of the previous public offerings, term debt or capital
leases.

Wilmar's credit facility consists of a $10.0 million unsecured bank line of
credit.  This line of credit had a zero balance as of March 28, 1997.  In April
1997, the Company renewed its existing $10.0 million unsecured bank line of
credit, which bears interest at three quarter percent below the bank's prime
rate. The renewed credit facility will expire in June 1998. The Company believes
it could increase the amount of this credit facility if needed, although there
can be no assurance that it could do so on equally or more favorable terms.

The Company believes that its existing cash balances, supplemented by borrowings
under the revolving line of credit, are adequate to meet planned operating and
capital expenditure needs at least through 1997.  However, if the Company were
to make any significant acquisitions for cash, it may be necessary for the
Company to obtain additional debt or equity financing.
<PAGE>
 
                            WILMAR INDUSTRIES, INC.

PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings

  Not applicable.

Item 2.  Changes in Securities

  Not applicable.
 
Item 3.  Defaults Upon Senior Securities

  Not applicable.

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

  Not applicable.

Item 5.  Other Information

  Not applicable.


Item 6.  Exhibits and Reports on Form 8-K

  (a)  Exhibits
       --------

  11*  Computation of Earnings Per Share

  27*  Financial Data Schedule

___________________
*  Filed herewith


  (b) Reports on Form 8-K
      -------------------
  The Company did not file a Form 8-K during the quarter ended March 28, 1997.
<PAGE>
 
                                   SIGNATURE



      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      WILMAR INDUSTRIES, INC.



                                      By:  /s/ Michael T. Toomey
                                         ---------------------------------------
                                           Michael T. Toomey
                                           Chief Financial Officer and Treasurer
                                          (Duly authorized officer and
                                              Principal financial officer)


Date:   May 12, 1997