U. S. Securities and Exchange Commission
                             Washington, D. C. 20549


                                  FORM 10 - QSB



        (MARK ONE)

 X   Quarterly Report pursuant to Section 13 or 15(d) of the
----
       Securities Exchange Act of 1934

For the Quarterly Period Ended February 29, 2000 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 NUMBER 0-18091

                               RSI HOLDINGS, INC.
                    --------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             NORTH CAROLINA                     56-1200363
       ---------------------------       -------------------------
    (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)           Identification No.)

                      28 East Court Street, P. O. Box 6847
                        Greenville, South Carolina  29606
                 -----------------------------------------------
                    (Address of principal executive offices)

                                 (864) 271-7171
                 -----------------------------------------------
                (Issuer's telephone number, including area code)


                                 Not Applicable
                 -----------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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
   -----

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Common Stock, $.01 Par Value - 7,907,488 shares outstanding as of April 7, 2000

           Transitional Small Business Disclosure Format (check one):
           Yes        No   X
             -------    -------


<PAGE>

                                      INDEX


                               RSI HOLDINGS, INC.
<TABLE>
<CAPTION>


PART I.  FINANCIAL INFORMATION                                                                     PAGE


Item 1. Financial Statements (Unaudited)
<S>                                                                                                    <C>

     Condensed consolidated statement of net assets in liquidation
     -- February 29, 2000                                                                              1

     Condensed consolidated statement of changes in net assets in liquidation -
     Period from February 1, 2000 through February 29, 2000                                            2

     Condensed consolidated statement of operations - Two and Five months ended
     January 31, 2000 and Three and Six Months ended February 28, 1999                                 3

     Condensed consolidated statement of cash flows - Five Months ended January 31,
     2000 and Six Months ended February 28, 1999                                                       4

     Notes to condensed consolidated financial statements --
     February 29, 2000                                                                                 5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                                           6


PART II. OTHER INFORMATION                                                                            10

Item 1.  Legal Proceedings                                                                            10

Item 2.  Changes in Securities                                                                        10

Item 3.  Default                                                                                      10

Item 4.  Submission of Matters to a Vote of Security Holders                                          10

Item 5.  Other Information                                                                            11

Item 6.  Exhibits and Reports on Form 8-K                                                             11

SIGNATURES                                                                                            12
</TABLE>






<PAGE>


                               RSI Holdings, Inc.
    Condensed Consolidated Statement of Net Assets in Liquidation (Unaudited)
                                February 29, 2000












Assets

     Cash                                                         $    51,000
     Certificate of deposit                                           250,000
     Mortgage notes receivable                                         47,000
     Property and equipment                                            48,000
     Other assets                                                       8,000
                                                                  -----------
                                                                  $   404,000
                                                                  ===========
Liabilities

     Trade accounts payable                                       $    75,000
     Accrued expenses                                                  81,000
     Note payable - bank                                              305,000
     Notes payable to shareholder                                     250,000
     Convertible debt payable to shareholder                          400,000
     Estimated costs during the remaining period of liquidation       463,000
                                                                  -----------
                                                                    1,574,000
                                                                  -----------
Net assets (liabilities) in liquidation                           $(1,170,000)
                                                                  ===========














See accompanying notes.

                                       1
<PAGE>

                               RSI Holdings, Inc.
    Condensed Consolidated Statement of Changes in Net Assets in Liquidation
                                  (Unaudited)
             Period from February 1, 2000 through February 29, 2000










Shareholders' deficit at February 1, 2000                         $   (448,000)

Accruals and costs during period of liquidation:
     Adjustment of property and equipment to estimated net
        realizable value                                               172,000
     Compensation and related expenses                                 146,000
     Interest expense                                                   68,000
     Professional fees                                                  42,000
     Rent                                                              214,000
     Other                                                              80,000
                                                                   -----------
         Total accruals and costs during period of liquidation        (722,000)
                                                                   -----------
Net assets (liabilities) in liquidation at February 29, 2000       $(1,170,000)
                                                                   ===========
















See accompanying notes.

                                       2
<PAGE>

                               RSI Holdings, Inc.
           Condensed Consolidated Statement of Operations (Unaudited)
                   Two and Five Months ended January 31, 2000
                and Three and Six Months ended February 28, 1999




<TABLE>
<CAPTION>



                                                 Two        Three       Five        Six
                                                Months      Months      Months      Months

                                                 2000        1999        2000        1999
                                               ---------   ---------   ---------   ---------
<S>                                          <C>          <C>          <C>         <C>

Revenues:
     Origination fees                        $ 246,000    $ 205,000    $648,000    $ 443,000
     Gain on sale of loans                      25,000       17,000     105,000       89,000
                                            ----------    ---------   ---------    ---------
         Total revenues                        271,000      222,000     753,000      532,000


Expenses:
     Selling, general and
         administrative                        428,000      516,000   1,187,000      997,000
                                             ---------    ---------   ---------    ---------
         Loss from operations                 (157,000)    (294,000)   (434,000)    (465,000)

Other income (expense):
     Interest income                            39,000       23,000      91,000       52,000
     Gain on sale of real estate                     0            0           0       71,000
     Interest expense                          (18,000)     (14,000)    (51,000)     (25,000)
                                              ---------    ---------   ---------   ---------
     Total other income (expense)               21,000        9,000      40,000       98,000
                                             ---------    ---------   ---------    ---------
Net loss                                     $(136,000)   $(285,000)  $(394,000)   $(367,000)
                                             =========    =========   =========    =========

Net loss per share - basic
     and diluted                             $    (.02)   $   (.04)   $    (.05)   $    (.05)
                                              =========   ========    =========    =========
Weighted average number
     of shares outstanding                    7,907,488  7,903,322    7,905,914    7,903,115
                                              =========  =========    =========    =========

</TABLE>



The Company  changed its accounting  presentation  to the  liquidation  basis of
accounting  from the going  concern basis of  accounting  effective  January 31,
2000.  Fiscal Year 2000 amounts above  include  operations  through  January 31,
2000, the date of change to liquidation  basis of accounting  from going concern
basis.

See accompanying notes.

                                       3
<PAGE>

                               RSI Holdings, Inc.
           Condensed Consolidated Statement of Cash Flows (Unaudited)
    Five Months ended January 31, 2000 and Six Months ended February 28, 1999



<TABLE>
<CAPTION>


                                                                2000                1999
                                                             ----------         -----------
<S>                                                          <C>                <C>

Cash provided by (used in) operating activities              $1,045,000      $  (664,000)

Investing activities
     Proceeds from sale of property                                   0           85,000
     Reduction of certificate of deposit                        250,000                0
     Purchase of equipment                                      (40,000)         (32,000)
                                                             ----------      -----------
Net cash provided by investing activities                       210,000           53,000
                                                             ----------      -----------
Financing activities
     Advances under bank lines of credit                      6,308,000        5,708,000
     Payments on bank line of credit                         (7,319,000)      (5,347,000)
     Borrowings under long-term debt arrangements                     0          250,000
     Payment of deferred compensation                           (25,000)         (29,000)
     Other                                                        1,000            1,000
                                                             ----------      -----------
Net cash (used in) provided by financing activities          (1,035,000)         583,000
                                                             ----------      -----------
Increase (decrease) in cash and cash equivalents                220,000          (28,000)

Cash and cash equivalents at beginning of year
                                                                 23,000           93,000
                                                             ----------      -----------
Cash and cash equivalents at end of period                   $  243,000       $   65,000
                                                             ==========      ===========




</TABLE>













See accompanying notes.

                                       4
<PAGE>

RSI Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note A - Basis of Presentation

As of  January  31,  2000,  RSI  Holdings,  Inc.  (the  "Company")  adopted  the
liquidation basis of accounting. The Company's wholly-owned subsidiary,  HomeAdd
Financial  Corporation  ("HomeAdd")  had sold  more  than 90% of its  loans to a
single  federal bank in  California  during the months from January 1999 through
August 1999.  During fiscal year 2000 this bank reduced the number of loans that
it would buy,  which caused  increased  difficulties  for HomeAdd in selling its
loans.  Although  HomeAdd  sought to replace the bank in  California  with other
purchasers of mortgages and to operate profitably, it was unable to do so.

The Company had experienced significant recurring losses and had working capital
deficiencies.  Because of the increased  difficulties  of HomeAdd in selling its
loans as described above, the Company decided to cease all of HomeAdd's business
operations  effective January 31, 2000. The Company anticipates that no material
assets of the Company will remain after  payment of the  Company's  existing and
contingent liabilities.  Although the Company intends to look for other business
opportunities,  it cannot  determine at this time what, if any,  future business
activities it may engage in.

As a result of the decision to cease all of HomeAdd's  business  operation,  the
Company  changed its basis of  accounting  for its  financial  statements  as of
January 31, 2000 from the going concern  basis of accounting to the  liquidation
basis of accounting in accordance with generally accepted accounting principles.
Consequently,  assets have been valued at  estimated  net  realizable  value and
liabilities are presented at their estimated settlement amounts, including costs
associated with carrying out the liquidation.  The actual  realization of assets
and  settlement of liabilities  could be higher or lower than amounts  indicated
and are based upon management's estimates as of February 29, 2000.

The  accompanying  unaudited  condensed  consolidated  financial  statements  at
February  29, 2000 have been  prepared in  accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they
do not include all the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all adjustments  including  normal  recurring  accruals  considered
necessary for a fair presentation have been included.  For further  information,
refer to the consolidated financial statements and footnotes thereto included in
the Company's annual report on Form 10-KSB for the year ended August 31, 1999.

Note B - Convertible Note Payable

On February 16, 2000, a shareholder of the Company  loaned the Company  $400,000
in the form of a convertible  note payable  bearing  interest at 8% per year and
due on February 16, 2005. All principal and unpaid interest are convertible into
the  Company's  common  stock at the  conversion  rate of $.075 per share at the
option of the Company or the holder of the convertible note.


                                       5
<PAGE>

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

General

     Special Cautionary Notice Regarding Forward-Looking Statements.

     This Report on Form 10-QSB contains  forward-looking  statements within the
meaning  of  Section  27A of the  Securities  Act and 21E of the  Exchange  Act.
Forward-looking  statements  are indicated by such terms as "expects",  "plans",
"anticipates",  and words to similar effect. Such forward-looking statements are
subject to known and unknown  risks,  uncertainties  and other  factors that may
cause the actual  results,  performance  or  achievements  of the  Company to be
materially different from future results,  performance or achievements expressed
or implied by such  forward-looking  statements.  Important factors ("Cautionary
Statements") that could cause the actual results, performance or achievements of
the Company to differ  materially from the Company's  expectations are disclosed
in this Report on Form 10-QSB.  All written or oral  forward-looking  statements
attributable  to the Company are  expressly  qualified in their  entirety by the
Cautionary Statements.

Results of Operations

     As described in Note A to its unaudited  Condensed  Consolidated  Financial
Statements  included above,  the Company changed its basis of accounting for its
financial  statements  at  January  31,  2000  from the going  concern  basis of
accounting to the  liquidation  basis of accounting in accordance with generally
accepted  accounting  principles.  Consequently,  assets  have  been  valued  at
estimated net realizable  value and liabilities are presented at their estimated
settlement   amounts,   including   costs   associated  with  carrying  out  the
liquidation. The Company anticipates that no material assets of the Company will
remain  after  payment of the  Company's  existing and  contingent  liabilities.
Although the Company intends to look for other business opportunities, it cannot
determine at this time what, if any,  future  business  activities it may engage
in.

     The Company  currently  estimates that the liquidation of HomeAdd's  assets
will be  completed  by December 31,  2000,  and the  estimated  costs during the
remaining  period of  liquidation  is  included  in the  accompanying  condensed
consolidated  statement  of net assets in  liquidation.  These  estimated  costs
during the  liquidation  period  include the rent  obligation  of  approximately
$6,000 per month during the remaining  period of the lease through  August 2002.
The Company  also  recorded a  reduction  of the value of its  equipment  in the
amount of $172,000 to reduce the equipment to its estimated net realizable value
of  approximately  $48,000.  The actual  realization of assets and settlement of
liabilities  could be higher or lower than amounts  indicated and are based upon
management's estimates as of February 29, 2000.

     As   discussed   below  in   "Liquidity   and  Capital   Resources  -  Debt
Arrangements",  Minor H. Mickel (the mother of Buck A. Mickel, the President and
Chief  Executive  Officer of the  Company)  loaned the Company  $400,000  during
February 2000 under the terms of a convertible debt arrangement. Also the Estate
of Buck Mickel,  the former Chairman and Chief Executive  Officer of the Company
(and Buck A.  Mickel's  father),  loaned the  Company  $250,000  during the 1999
fiscal year.  In  addition,  a  corporation  owned by Buck A. Mickel and his two
adult siblings and their mother,  Minor H. Mickel,  has pledged  securities to a
third  bank in  connection  with a  revolving  loan  facility  of  $500,000.  As
discussed below, the $500,000 credit facility requires that the Company maintain
a tangible net worth of at least $1,000 (which was not true at February 29, 2000
and is not currently true), and the facility is payable on demand.  Accordingly,
there is no assurance  that the $500,000  credit  facility  will be available or
that there will be  sufficient  cash  available  to pay the  liabilities  of the
Company.  At  February  29,  2000 the  outstanding  balance  payable  under this
$500,000 credit facility was $305,000.

                                       6
<PAGE>

     The Company  conducted  its consumer  loan business  through  HomeAdd.  The
Company  had no other  business  operations.  The  following  discussion  of the
results of operations  during the two and five months  ended January 31, 2000 as
compared to the three and six months ended February 28, 1999  primarily  relates
to the consumer loan business.  This business was commenced  during  December of
1996 and was  discontinued  on January 31, 2000.  The goal of the Company was to
increase the loan volume of business in the United States to a profitable level.
The  Company  was not  successful  in  increasing  its loan  volume  to meet its
profitability goals and decided to discontinue its business as described above.

     Revenues  were  $271,000 and $753,000  during the two and five months ended
January 31,  2000 as compared to $222,000 and $532,000  during the three and six
months ended February 28, 1999. Revenues consisted primarily of loan origination
fees and gain from the sale of the loans made.  Revenues  during the fiscal 2000
periods were earned  during the two and five months ended January 31, 2000 prior
to  discontinuing  the business of HomeAdd.  The increase in quarterly  revenues
during  fiscal 2000 as compared to fiscal 1999 is the result of the  increase in
loans  originated.  The Company  experienced a decrease in rates of  origination
fees as well as the rate of gain from the sale of loans made  during the two and
five months ended January 31,  2000 as compared to the comparable  three and six
months of the preceding year.

     Selling,  general and  administrative  expenses  were $428,000 and $759,000
during the two and five months  ended  January 31,  2000 as compared to $516,000
and $1,187,000  during the three and six months ended  February 28, 1999.  These
expenses include expenses  incurred by HomeAdd of $386,000 and $1,057,000 during
the two and five months  ended   January 31,  2000 as  compared to $401,000  and
$795,000, respectively, during the three and six months ended February 28, 1999.
HomeAdd expenses during the fiscal 2000 periods were incurred during the two and
five  months  ended  January  31, 2000 prior to  discontinuing  the  business of
HomeAdd.  The HomeAdd expenses primarily related to advertising,  salaries,  and
various   administrative   expenses  of  HomeAdd.   The  remaining  general  and
administrative expenses primarily consisted of salaries,  legal, audit and other
administrative  expenses  incurred  by the  Company.  The  monthly  increase  in
expenses of fiscal 2000 as compared to fiscal 1999 was  primarily  the result of
HomeAdd's  attempt to increase the volume of its loan originations by increasing
the volume of its  advertising  and the  additional  personnel and various other
related administrative expenses.

     During the two and  five  months  ended  January 31, 2000 and  February 28,
1999,  net  deferred  tax  benefits  were not  recorded  relating  to  temporary
differences  since the  Company is not  assured  that the  resulting  additional
deferred tax assets will be realized.



                                       7
<PAGE>

     HomeAdd offered high  loan-to-value debt consolidation and home improvement
loans  ("HLTV  Loans")  to  certain  qualified  borrowers  that  permit the loan
proceeds  to be used for debt  consolidation  and home  improvements.  Under the
terms of these HLTV loans,  HomeAdd  made loans  secured by second  mortgages in
which the total loans  outstanding  on the  property  could be up to 125% of the
estimated fair value of the real property.  A qualified borrower was required to
be a homeowner with  acceptable  levels of income and have an acceptable  credit
history.  Substantially  all of the loan  volume  during the two and five months
ended January 31, 2000 consisted of HLTV Loans.

     HomeAdd was authorized to operate under the laws of South  Carolina,  North
Carolina, Georgia, Kentucky,  Connecticut,  Delaware,  Maryland,  Massachusetts,
Tennessee,  Minnesota, Missouri, Oregon, Utah, Wisconsin and Florida. HomeAdd is
now attempting to withdraw from all of those states other than South Carolina.

     The  Company  sold  substantially  all  of the  loans  it  originated  on a
non-recourse  basis in the secondary market.  The non-recourse  basis means that
the  Company  represents  that  loans  were  properly  documented  and  made  in
accordance with applicable lending criteria, but that the purchaser of the loans
assumes the full credit risk.  During the five months  ended  January  31, 2000,
the Company made loans  aggregating  $9,302,000 as compared to loans aggregating
$5,729,000  during the six months ended  February 28, 1999.  The mortgage  loans
held for sale at February 29, 2000 were subsequently sold.

Liquidity and Capital Resources

     Anticipated Liquidity Requirements

     Certain of the Company's  shareholders  have advanced  funds and guaranteed
debt  under  the debt  arrangements  as  discussed  below  under  "Cash and Cash
Equivalents"  and "Debt  Arrangements".  At February  29,  2000,  the  Company's
liabilities,   including   estimated  costs  during  the  remaining   period  of
liquidation,  exceeded the net realizable value of its assets by $1,170,000. The
Company has no assurance that its debt  arrangements and the  arrangements  with
certain of its shareholders will be available to allow it to pay its liabilities
during its liquidation period.

     Cash and Cash Equivalents

     The  Company had cash and cash  equivalents  in the amount of $51,000 as of
February 29, 2000.

     Certificate of Deposit

     As described in the Company's  Form 10-KSB as of August 31, 1999,  the bank
that provided the Company's  $1,500,000  warehouse line of credit  required that
HomeAdd's tangible net worth include certain specified assets with a maturity of
five  years  or  less  in the  amount  of  $250,000.  In  compliance  with  this
requirement  the Company  pledged a certificate  of deposit with a face value of
$250,000  to the bank.  This  warehouse  line of credit was  satisfied  from the
proceeds from the sale of HomeAdd's  loans and during February 2000 the note was
satisfied and the collateral in the form of the $250,000  certificate of deposit
was released.


                                       8
<PAGE>

     Debt Arrangements

     HomeAdd  financed loans to its customers with  borrowings  from a warehouse
line of credit with a bank in the amount of  $1,500,000.  This warehouse line of
credit was satisfied prior to February 29, 2000.

     The Company has the  following  debt  arrangements.  None of the  Company's
assets have been pledged under these debt arrangements.

     During  February  2000,  Minor H.  Mickel,  the  mother of Buck A.  Mickel,
President  and Chief  Executive  Officer  of the  Company,  loaned  the  Company
$400,000 under the terms of an 8% convertible note payable on February 16, 2005.
All principal and unpaid interest is convertible into the Company's common stock
at the conversion rate of $.075 per share at the option of either the Company or
the holder of the convertible note.

     The Company used the proceeds of the $400,000  convertible  note in part to
pay off the Company's  working  capital line of credit with a bank in the amount
of $150,000 and its $75,000 working capital line of credit with another bank.

     In addition,  the Company has a $500,000 loan agreement  with a bank.  This
credit  facility  bears  interest  at the prime  rate of the  bank.  The loan is
payable on demand of the bank or in any event on June 15,  2000.  A  corporation
that is owned by the President and Chief Executive  Officer,  his mother and his
two adult  siblings has guaranteed  payment of the loan and has pledged  certain
securities  as  collateral to the loan.  Under the terms of the  agreement,  RSI
Holdings,  Inc. is required to maintain  tangible net worth of at least  $1,000.
The  Company  does not have any  tangible  net worth.  The bank has waived  this
violation of its loan agreement at February 29, 2000.

     During  the year ended  August 31,  1999,  the Estate of Buck  Mickel,  the
former Chairman of the Board and Chief Executive Officer of the Company,  loaned
the  Company  $250,000  bearing  interest  at 8.5% per year  payable  quarterly.
Proceeds  from the loan were  used for  working  capital  and the  principal  is
payable ten years from the date of the loan.

     As  previously  discussed,  the Company  plans to  liquidate  the assets of
HomeAdd and use the proceeds to pay the  liabilities  of HomeAdd.  The remaining
cash, if any, will be used to pay liabilities of the Company,  although there is
no assurance  that these  proceeds  will be  sufficient  to pay HomeAdd's or the
Company's liabilities.


                                       9
<PAGE>

PART II.  Other information

ITEM 1.  LEGAL PROCEEDINGS*

ITEM 2.   CHANGES IN SECURITIES*

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES*

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

The  following  summarizes  the votes at the  Annual  Meeting  of the  Company's
shareholders held on January 27, 2000.

                                                                       Broker
      Matter           For      Against     Withheld    Abstentions   Nonvotes
      ------           ---      -------     ---------   -----------   --------
Election of
Directors
Buck A. Mickel       6,460,344      N/A      12,675         N/A             0
C. C. Guy            6,460,344      N/A      12,675         N/A             0
Charles M. Bolt      6,460,344      N/A      12,675         N/A             0

(Two additional nominees, Charles C. Mickel and Joe F. Ogburn, declined to serve
as directors of the Company.)

Ratification of
proposal to amend
stock option plan
from 1,250,000 to
1,750,000 shares     5,006,537    27,923      N/A         117,715      1,320,844

Ratification of
Appointment of
Elliott, Davis &
Company L.L.P.
for fiscal 2000      6,370,183    1,821       N/A          101,015            0


                                       10
<PAGE>

ITEM 5.  OTHER INFORMATION*

*Items  1, 2, 3,  and 5 are not  presented  as they  are not  applicable  or the
information  required  thereunder  is  substantially  the  same  as  information
previously reported.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Listing of Exhibits

3.1       Articles  of  Incorporation   of  RSI  Holdings,   Inc.,  as  amended:
          Incorporated by reference to Exhibit 3.2 and 3.2.2 to the Registration
          Statement on Form S-4 of RSI  Corporation and Porter  Brothers,  Inc.,
          File No. 33-30247 (the "Form S-4").

3.1.1     Articles of  Amendment  and  Certificate  of  Reduction  of Capital of
          Porter Brothers, Inc.: Incorporated by reference to Exhibit 4.1 to the
          Form 8-K of the  Registrant  filed with the  Securities  and  Exchange
          Commission on November 28, 1989, File No. 0-7067.

3.2.1     By-laws of RSI Holdings,  Inc., as amended:  Incorporated by reference
          to Exhibit 3.1.1 to the Form S-4.

3.2.2     Amendments to By-laws:  Incorporated  by reference to Exhibit 3.2.2 to
          the Form  10-KSB  of the  Registrant  filed  with the  Securities  and
          Exchange  Commission  for the fiscal year ended August 31, 1996,  File
          No. 0-18091.

4.1       See Exhibits 3.1, 3.1.1, 3.2.1 and 3.2.2.

4.1.1     Specimen  of  Certificate  for  RSI  Holdings,   Inc.,  common  stock:
          Incorporated by reference to Exhibit 4.1.2 to the Form S-4.

10.1      Convertible note issued by the Company payable to Minor H. Mickel.

27        Financial Data Schedule (electronic filing only)

          (b)  Reports on Form 8-K

     Registrant filed a Current Report on Form 8-K, Dated February 7, 2000, with
respect to decision by the Company to cease all of HomeAdd's business operations
as soon as possible.


                                       11
<PAGE>

                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.




                                          RSI HOLDINGS, INC.
                                       --------------------------



 April 14, 2000                          /s/ Joe F. Ogburn
------------------------                 -----------------------
      (Date)                                 Joe F. Ogburn,
                                             Vice President and Treasurer
                                            (Principal Accounting Officer)



                                       12
<PAGE>


                                INDEX OF EXHIBITS

3.1       Articles  of  Incorporation   of  RSI  Holdings,   Inc.,  as  amended:
          Incorporated by reference to Exhibit 3.2 and 3.2.2 to the Registration
          Statement on Form S-4 of RSI  Corporation and Porter  Brothers,  Inc.,
          File No. 33-30247 (the "Form S-4").

3.1.1     Articles of  Amendment  and  Certificate  of  Reduction  of Capital of
          Porter Brothers, Inc.: Incorporated by reference to Exhibit 4.1 to the
          Form 8-K of the  Registrant  filed with the  Securities  and  Exchange
          Commission on November 28, 1989, File No. 0-7067.

3.2.1     By-laws of RSI Holdings,  Inc., as amended:  Incorporated by reference
          to Exhibit 3.1.1 to the Form S-4.

3.2.2     Amendments to By-laws:  Incorporated  by reference to Exhibit 3.2.2 to
          the Form  10-KSB  of the  Registrant  filed  with the  Securities  and
          Exchange  Commission  for the fiscal year ended August 31, 1996,  File
          No. 0-18091.

4.1       See Exhibits 3.1, 3.1.1, 3.2.1 and 3.2.2.

4.1.1     Specimen  of  Certificate  for  RSI  Holdings,   Inc.,  common  stock:
          Incorporated by reference to Exhibit 4.1.2 to the Form S-4.

10.1      Convertible Note issued by the Company payable to Minor H. Mickel.

27        Financial Data Schedule (electronic filing only)




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