SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                     FORM 10-Q

                    QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934


                                                             Commission File
For the Quarterly Period Ended September 28, 1996            Number  0-22468
                               ------------------                    -------


                              WICKES LUMBER COMPANY
                              ---------------------
                (Exact name of registrant as specified in its charter)


           Delaware                                          36-3554758
           --------                                          ----------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)


706 North Deerpath Drive, Vernon Hills, Illinois                       60061
------------------------------------------------                       -----
(Address of principal executive offices)                           (Zip Code)



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

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, and (2) has been subject to  such
filing requirements for the past 90 days.

                                   Yes   X        No
                                       -----         -----

As  of  November  1, 1996, the Registrant had 7,656,106  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.
               
               
               
                 WICKES LUMBER COMPANY AND SUBSIDIARIES

                                 INDEX
                                 -----

                                                                       Page
                                                                      Number
                                                                     -------
PART I.        FINANCIAL INFORMATION

     Item 1.   Financial Statements

               Condensed Consolidated Balance Sheets
                September 28, 1996 (Unaudited) and
                December 30, 1995                                        3

               Condensed Consolidated Statements of Operations
                For the three months and nine months ended
                September 28, 1996 and September 30, 1995 (Unaudited)    4

               Condensed Consolidated Statements of Cash Flows
                For the nine months ended September 28, 1996
                and September 30, 1995 (Unaudited)                       5

               Notes to Condensed Consolidated
                Financial Statements (Unaudited)                         6

     Item 2    Management's Discussion and Analysis of Financial
                Condition and Results of Operations                      10


PART II.       OTHER INFORMATION

     Item 5.   Other Information                                         18

     Item 6.   Exhibits and Reports on Form 8-K                          18


                                

<TABLE>

                        WICKES LUMBER COMPANY AND SUBSIDIARIES                                 
                        CONDENSED  CONSOLIDATED BALANCE SHEETS                                 
                                     (UNAUDITED)                                              
                          (in thousands except share data)                                    

<CAPTION>
                                                                            
                                                              September      December
                                                                 28,            30,
                     ASSETS                                     1996           1995       
                                                                ----           ----        
<S>                                                         <C>           <C> 
Current assets:                                                             
    Cash                                                    $    2,274    $      87     
    Accounts receivable, less allowance for doubtful                      
       accounts of $5,114 in 1996 and $8,208 in 1995            91,167       81,792     
                      
    Inventory                                                  108,475      110,639     
    Deferred tax asset                                          25,906       25,906     
    Prepaid expenses                                             2,293        1,051     
                                                               -------      -------        
        Total current assets                                   230,115      219,475     
                                                               -------      -------        
Property, plant and equipment, net                              51,582       56,545     
  Trademark (net of accumulated amortization of                             
    $9,996 in 1996 and $9,830 in 1995)                           7,004        7,170     
Deferred tax asset                                                 250          250     
 Other assets (net of accumulated amortization of                            
    $6,025 in 1996 and $4,464 in 1995)                          16,301       19,075     
                                                               -------      -------        
                                                               305,252      302,515     
                                                               =======      =======        
                                                                            
       LIABILITIES & STOCKHOLDERS' EQUITY                                   
                                                                            
Current liabilities:                                                        
    Current maturities of long-term debt                    $      156    $     424     
    Accounts payable                                            54,136       41,457     
    Accrued liabilities                                         35,424       37,972     
                                                               -------      -------        
      Total current liabilities                                 89,716       79,853     
                                                               -------      -------        
                                                                            
Long-term debt, less current maturities                        189,469      205,221     
Other long-term liabilities                                      2,539        2,312     
Commitments and contingencies (Note  5)                                     
                                                                            
Common stockholders' equity:                                                
  Common stock, par value $.01 (8,155,874 and 6,143,473 shares
  issued and outstanding in 1996 and 1995, respectively)            82           61     
 Additional paid-in capital                                     86,600       76,772     
    Accumulated deficit                                        (63,154)     (61,704)     
                                                               -------      -------        
                                                                23,528       15,129     
                                                               -------      -------        
     Total common stockholders' equity                         305,252      302,515     
                                                               =======      =======        
                                                                            
 The  accompanying  notes are an integral part of the Condensed Consolidated Financial Statements.
</TABLE>
                                                                            
                                


<TABLE>
                         WICKES LUMBER COMPANY AND SUBSIDIARIES                                                                  
                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                                                             
                                      (UNAUDITED)                                                                               
                    (in thousands except share and per share data)                                                              
                                                                                                                       
<CAPTION>
                                                                                                                       
                                                                                                                       
                                                                                                                       
                                                                                                                       
                                                                Three Months Ended               Nine Months Ended
                                                             ------------------------       --------------------------
                                                               June 29,      July 1,         June 29,         July 1,
                                                                1996          1995            1996             1995
                                                             ---------      ---------       ---------        ---------
<S>                                                       <C>            <C>            <C>              <C>
Net sales                                                 $    484,348   $    557,279   $     636,856    $     748,983
Cost of sales                                                  377,682        430,480         495,260          576,627
                                                             ---------      ---------       ---------        ---------
    Gross profit                                               106,666        126,799         141,596          172,356
                                                             ---------      ---------       ---------        ---------
                                                                                                                       
Selling, general and administrative expenses                    84,935        101,906         121,984          148,795
Depreciation, goodwill and trademark amortization                2,634          3,055           4,066            4,481
Other operating income                                          (3,011)        (3,318)         (3,899)          (4,384)
                                                             ---------      ---------       ---------        ---------
                                                                84,558        101,643         122,151          148,892
                                                             ---------      ---------       ---------        ---------
    Income from operations                                      22,108         25,156          19,445           23,464
Interest expense                                                10,941         12,399          16,647           18,366
Equity in loss of affiliated company                             1,194              -           2,252                -
                                                             ---------      ---------       ---------        ---------
                                                                                                                       
    Income/(loss) before provision for income taxes              9,973         12,757             546            5,098
Provision for income taxes                                       4,152          2,911             899             (132)
Minority interest in subsidiaries                                    -           (141)              -             (159)
                                                             ---------      ---------       ---------        ---------
                                                                                                                       
    Net Income/(loss)                                     $      5,821   $      9,987   $        (353)   $       5,389
                                                             =========      =========       =========        =========
                                                                                                                       
Income/(loss) per common share                            $       0.71   $       1.62   $       (0.05)   $        0.88
                                                             =========      =========       =========        =========
                                                                                                                       
Weighted average common shares outstanding                   8,166,529      6,156,049       6,903,047        6,149,707
                                                             =========      =========       =========        =========
                                                                                                                       
The accompanying notes are an integral part of the the Condensed Consolidated Financial Statements.
</TABLE>
                                
  
  
<TABLE>
  
                                 WICKES LUMBER COMPANY AND SUBSIDIARIES               
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (UNAUDITED)                             
                                            (in thousands)                           

<CAPTION>
                                                       
                                                                        Nine Months Ended
                                                                   --------------------------
                                                                   Sept. 28,         Sept. 30,
                                                                     1996              1995
                                                                   --------          --------
<S>                                                             <C>                <C>                    
Cash flows from operating activities:                      
  Net loss                                                      $   (1,450)        $    (201)
  Adjustments to reconcile net loss to                      
       net cash used in operating activities:
    Depreciation expense                                             3,720             4,095
    Amortization of trademark                                          166               166
    Amortization of goodwill                                           180               220
    Amortization of deferred financing and other intangibles         1,340             1,499
Provision for doubtful accounts                                      1,097             5,590
    Minority interest                                                    -              (159)
    Gain on sale of assets                                            (418)              (96)
    Changes in assets and liabilities (net of effects
      from acquisitions):                                  
        Increase in accounts receivable                            (10,472)          (15,843)
        Decrease in inventory                                        2,164             7,355
        Increase in accounts payable and                    
          accrued liabilities                                       10,444            12,244
        (Increase)/decrease in prepaid expense and other assets         12            (3,073)
                                                                   -------           -------
NET CASH PROVIDED BY OPERATING ACTIVITIES                            6,783            11,797
                                                                   -------           -------
 Cash flows from investing activities:                      
  Purchases of property, plant and equipment                        (2,550)           (6,717)
  Payments for acquisitions                                              -           (11,851)
  Proceeds from sales of property, plant and equipment               4,125               780
                                                                   -------           -------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                  1,575           (17,788)
                                                                   -------           -------
                                                            
Cash flows from financing activities:                       
    Net borrowing (repayment) under revolving line of credit       (15,752)            8,418
    Reductions of notes payable                                       (268)             (547)
    Issuance of common stock                                            21                 -
    Proceeds from issuance of common stock                           9,828               571
                                                                   -------           -------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                 (6,171)            8,442
                                                                   -------           -------
NET INCREASE IN CASH                                                 2,187             2,451 
Cash at beginning of period                                             87             2,037
                                                                   -------           -------
CASH AT END OF PERIOD                                            $   2,274         $   4,488
                                                                   =======           =======
Supplemental schedule of cash flow information:
     Interest paid                                               $  12,549         $  14,449     
     Income taxes paid                                                 661             1,498 
                                              
                                                           
         Supplemental schedule of non-cash investing and financing activities:
           The Company purchased assets in conjunction with acquisitions made during the
           period.  In connection with these acquisitions, liabilities were assumed as follows:
                                                           
    Fair value of assets acquired                                $       -         $  16,984
    Cash paid                                                            -            11,851
                                                                   -------           -------
      Liabilities assumed                                        $       -         $   5,133
                                                                   =======           =======
                                                           
  The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
</TABLE>
                   
                   
                   



                   WICKES LUMBER COMPANY AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

  Basis of Financial Statement Presentation
  -----------------------------------------

   The condensed consolidated financial statements present the results of
operations, financial position, and cash flows of Wickes Lumber Company and
all its wholly-owned and majority-owned subsidiaries (the "Company"),
except for Riverside International Corporation ("RIC"), the investment in
which is accounted for in 1996 under the equity method.  In the first three
quarters of 1995, RIC was reported on a consolidated basis.  See note 4.
Riverside International Corporation.

   The condensed consolidated balance sheet as of September 28, 1996, the
condensed consolidated statements of operations for the three-month and
nine-month periods ended September 28, 1996 and September 30, 1995, and the
condensed consolidated statements of cash flows for the nine-month period
ended September 28, 1996 and September 30, 1995 have been prepared by the
Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at September 28,
1996 and for all periods presented have been made. The results for the nine-
month periods ended September 28, 1996 and September 30, 1995 are not
necessarily indicative of the results to be expected for the full year or
for any interim period.

   The year-end condensed consolidated balance sheet data was derived from
audited financial statements, but does not include all disclosures required
by generally accepted accounting principles.  Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted.  It is suggested that these condensed consolidated
financial statements be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for
the year ended December 30, 1995, as amended by Amendments No. 1 and 2 (the
"1995 Form 10-K"), filed with the Securities and Exchange Commission.


  Share Data
  ----------

   On June 20, 1996 the Company sold 2,000,000 newly-issued shares of
Common Stock to Riverside Group, Inc.  This event was disclosed in a Form 8-
K , filed on June 27, 1996 and amended on Form 8-K/A filed on July 24,
1996.  The Company also issued 8,566 shares of Common Stock to members of
its board of directors as compensation during the nine-months ended
September 28, 1996.  In addition, warrants held by present and former
management employees of the Company were exercised for 3,835 shares of
Common Stock during this same period.


2.   LONG-TERM DEBT
     --------------

   Long-term debt is comprised of the following at September 28, 1996 (in
thousands):
<TABLE>
         <S>                                   <C>
         Revolving line of credit              $   89,380
         Senior subordinated notes                100,000
         Other                                        245
         Less current maturities                     (156)
                                                  -------
         Total long-term debt                  $  189,469
                                                  =======
</TABLE>
   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 and (iii) modified
certain covenants, including changes to accommodate the Company's fourth
quarter 1995 restructuring charge.

   Under the revolving line of credit, the Company may borrow against
certain levels of accounts receivable and inventory.  The unused amount
available for borrowing, at September 28, 1996 was $35.6 million.


3.   INCOME TAXES
     ------------

  The provision for income taxes for the nine-month period ended September
28, 1996 was $.9 million, compared to a benefit of $.1 million for the nine-
month period ended September 30, 1995.  An effective federal income tax
rate of 38.5% was used to calculate federal income taxes for the first nine
months of 1996, compared with an effective rate of 39.7% for the first nine
months of 1995.  In addition to the effective federal tax rate used for
1996, state income and franchise taxes were calculated separately and are
included in the provision reported.


4.   RIVERSIDE INTERNATIONAL CORPORATION
     -----------------------------------

   On February 21, 1996, the Company and RIC entered into an agreement with
two investment funds.  Pursuant to this agreement, the two investment funds
each invested $5 million in RIC and each received a 25% equity interest,
with the Company retaining an interest slightly less than 50% and
management receiving the balance of the equity.

   $6 million of the total $10 million invested in RIC by the two
investment funds was advanced as loans to RIC during the first two quarters
of 1996 pending satisfaction of certain conditions.  On October 1, 1996,
(i) RIC contributed all of its assets and liabilities to a newly-formed
limited liability company, Riverside International, L.L.C. and (ii) the two
investment funds completed the transaction by investing an additional $4
million in total in Riverside International, L.L.C. and by converting their
loans to equity in Riverside International, L.L.C.  As a result of this
transaction, RIC remains a more than 90% owned subsidiary of the Company,
and Riverside International, L.L.C. is owned 50% by RIC and 50% by the two
investment funds.

   As of September 28, 1996, RIC has controlling interests in two companies
engaged in lumber-related businesses in Russia.  The investment in RIC is
recorded under the equity method.


5. COMMITMENTS AND CONTINGENCIES
   -----------------------------

   At September 28, 1996, the Company had accrued approximately $1.0
million (included in accrued liabilities at September 28, 1996) for
remediation of certain environmental and product liability matters,
principally underground storage tank removal.
                                     
   Many of the building center facilities presently and formerly operated
by the Company and its predecessor contained underground petroleum storage
tanks.  All such tanks known to the Company located on facilities owned or
operated by the Company have been filled, removed, or are scheduled to be
removed in accordance with applicable environmental laws in effect at the
time.  As a result of reviews made in connection with the sale or possible
sale of certain facilities, the Company has found petroleum contamination
of soil and ground water on several of these sites and has taken, and
expects to take, remedial actions with respect thereto.  In addition, it is
possible that similar contamination may exist on properties no longer owned
or operated by the Company the remediation of which the Company could under
certain circumstances be held responsible.  Since 1988, the Company has
incurred approximately $2.1 million of costs, net of recoveries, with
respect to the filling or removing of underground storage tanks and related
investigatory and remedial actions.

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

   At September 28, 1996, the Company's investment in RIC was $2.3 million.
This  investment  entails significant inherent  risks,  including
expropriation, legal, currency, crime, management, labor, weather and other
operational risks.

   The Company is one of many defendants in approximately 140 actions, each
of which seeks unspecified damages, brought since 1993, various Michigan
state courts against manufacturers and building material retailers by
individuals who claim to have suffered injuries from products containing
asbestos.  All of the plaintiffs in these actions are represented by the
same counsel.  The Company is aggressively defending these actions and does
not believe that these actions will have a material adverse effect on the
Company.

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

   In the opinion of management, the potential liability in excess of
amounts accrued for the above matters would not materially affect its
financial condition or results of operations. The Company's assessment of
the contingencies described in this note and other forward-looking 
statements in this Form 10-Q are made pursuant to the safe harbor 
provisions of the Private Securities Litigation Reform Act of 1995 
("Forward-Looking Information") and is inherently subject to uncertainty.  
The outcome of the contingencies described 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 to date and the unpredictability of matters in 
litigation.
      
      
      
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      ---------------------------------------------------------------        
                          RESULTS OF OPERATIONS
                          ---------------------


   The following discussion should be read in conjunction with the
Condensed Consolidated Financial Statements and Notes thereto contained
elsewhere herein and in conjunction with the Consolidated Financial
Statements and Notes thereto and Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in the Company's
Annual Report on Form 10-K for the year ended December 30, 1995, as amended
by Amendments No. 1 and 2.


                           RESULTS OF OPERATIONS

   The following table sets forth, for the periods indicated, the
percentage relationship to net sales of certain expense and income items.
This information includes the results from all building centers and
component manufacturing facilities operated by the Company, including those
subsequently closed or sold.
<TABLE>

                                      Three Months Ended             Nine Months Ended
                                      ------------------             -----------------

                                   September      September       September      September 
                                   28, 1996       30, 1995        28, 1996       30, 1995   
                                   ---------      ---------       ---------      ---------
<S>                                <C>            <C>             <C>            <C>             
Net sales                           100.0%         100.0%          100.0%         100.0%                          
Gross profit                         21.7%          22.1%           22.2%          23.0%
Selling, general and                                     
 administrative expense              17.3%          18.2%           19.1%          19.9%
Depreciation, goodwill and                                  
 trademark amortization               0.5%           0.6%            0.6%           0.6%
Provision for doubtful accounts       0.1%           0.5%            0.2%           0.7%
Other operating income               (0.5)%         (0.5)%          (0.6)%         (0.6)%
Income from operations                4.3%           3.3%            2.9%           2.4%
                                                         
</TABLE>


Net Earnings
------------

    Net  income(loss) was $2,843,000 and $(1,450,000) for the three  months
and  nine  months  ended  September 28, 1996, respectively,  compared  with
$1,927,000  and  $(201,000)  for the three months  and  nine  months  ended
September  30,  1995.   The increase for the three-month  period  primarily
results  from  lower selling, general and administrative expenses  ("SG&A")
and  a  reduction in the provision for doubtful accounts, which  more  than
offsets the decrease in sales and gross profit.




              Three Months Ended September 28, 1996 Compared
              ----------------------------------------------
              with the Three Months Ended September 30, 1995
              ----------------------------------------------


Net Sales
---------

    Net  sales  for  the third quarter of 1996 decreased  10.2%  to  $255.6
million from $284.5 million for the third quarter of 1995. Same store sales
declined  4.3%  compared  with  the same period  last  year.   The  Company
believes that the decrease in same store sales is primarily attributable to
a  slowdown  in  residential construction and an 18.8% reduction  in  sales
staff.  The Company estimates that inflation in lumber prices accounted for
an  increase in total sales of approximately $8.2 million for the  quarter,
compared  with  the  1995  comparable period.   Same  store  sales  to  the
Company's primary customers, residential and commercial builders,  declined
only  0.3%  when  compared with the third quarter of 1995.   The  Company's
program to reduce the number of under-performing building centers was  also
a  major cause of the 1996 sales decline compared with 1995.  As of October
28,  1996 the Company operated 110 building centers, 14 fewer than  at  the
end of the third quarter of 1995.


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

    1996  third quarter gross profit decreased to $55.5 million from  $62.9
million for the third quarter of 1995, a 11.8% decrease.  Gross profit as a
percent  of  sales decreased to 21.7% for the third quarter  of  1996  from
22.1%  in  1995.   The  decline in gross profit as a percent  of  sales  is
primarily attributable 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.  Sales to the
professional builder, as a percent of total sales, increased to  83.1%  for
the third quarter of 1996 from 81.0% for the same period in 1995.


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

    SG&A  expense decreased to 17.3% of net sales in the third  quarter  of
1996  compared with 18.2% of net sales in the third quarter of  1995.   The
Company  was  able  to reduce its total SG&A expense  by  14.9%,  which  is
proportionately greater than the 10.2% sales decline for the third quarter,
as  a  result  of  center  closings and several cost reduction  initiatives
implemented since mid-1994.

    Total salaries, wages and employee benefits decreased, as a percent  of
sales, by 0.6%.  As of September 28, 1996, the Company had 3,876 full  time
and  part  time  employees, down 13.0% from September 1995.   In  addition,
during  the third quarter the Company recognized approximately $700,000  in
recoveries  from  its  casualty  insurance  carrier  for  positive   claims
experience prior to 1994.


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

    Depreciation,  goodwill and trademark amortization  decreased  to  $1.3
million  for the third quarter of 1996 compared with $1.6 million  for  the
same  period  in  1995.  This decrease is primarily  due  to  the  sale  or
disposal of excess facilities and equipment since June of 1995.


Provision for Doubtful Accounts
-------------------------------

    Provision for doubtful accounts decreased to $0.3 million or 0.1  %  of
sales  for the third quarter of 1996 compared with $1.6 million or 0.5%  of
sales  for the same period in 1995.  This decrease is the result of a  more
selective  customer base and improved credit policies at  centers  acquired
since 1994 and increased efforts in collecting previously reserved accounts
receivable.


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

    Other  operating  income for the third quarter 1996 was  $1.4  million.
This  was  relatively unchanged, as a percent of sales, when compared  with
the $1.5 million recorded for the same period in 1995.


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

    In  the third quarter of 1996 interest expense decreased 11.8% to  $5.5
million  from  $6.2 million in the third quarter of 1995.   This  reduction
reflects  a  $30.9 million decrease in average borrowings on the  Company's
revolving credit facility resulting primarily from the closing of  building
centers  in  December  1995  and $9.8 million  in  net  proceeds  from  the
Company's  issuance of 2 million shares of its common stock in  June  1996.
The  effective borrowing rate on total long term debt for the third quarter
increased  46  basis points from the third quarter of 1995.   Approximately
96%  of  the  Company's third quarter average borrowings on  its  revolving
credit facility were LIBOR-based.


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

    In  the  third  quarter of 1996, the Company recorded a  loss  of  $0.3
million,  under  the equity method, with respect to its investment  in  its
affiliate  engaged in operations in Russia.  In the third quarter  of  1995
the  Company recorded a loss of $0.7 million, on a consolidated basis, with
respect  to this affiliate.  See Note 4 of "Notes to Condensed Consolidated
Financial Statements" included elsewhere herein.


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

   The Company recorded an income tax expense of $2.4 million for the third
quarter  of 1996 compared with $1.3 million in the third quarter  of  1995.
An effective federal income tax rate of 38.5% was used to calculate federal
income taxes for the third quarter of 1996, compared with an effective rate
of  39.7%  for  the  third quarter of 1995.  In addition to  the  effective
federal  tax  rate used, state income and franchise taxes  were  calculated
separately and are included in the expense reported for 1996.

   The Company continues to review future earnings projections to determine
that  there is sufficient support for its deferred tax assets and valuation
allowance.   In  spite  of  the  losses incurred  during  1995,  management
believes that it is more likely than not that the Company will receive full
benefit  of  its  deferred tax asset and that the  valuation  allowance  is
properly  stated.  This assessment constitutes Forward-Looking  Information
and  is  inherently subject to uncertainty and dependent upon the Company's
future profitability, which in turn depends upon a number of important risk
factors  including but not limited to:  the effectiveness of the  Company's
operational efforts, cyclicality and seasonality of the Company's business,
the effects of the Company's substantial leverage and competition.
                                     
                                     

               Nine Months Ended September 28, 1996 Compared
               ---------------------------------------------
               with the Nine Months Ended September 30, 1995
               ---------------------------------------------


Net Sales
---------

    Net  sales for the first nine months of 1996 decreased 15.0% to  $636.9
million from $749.0 million for the first nine months of 1995.  Same  store
sales  declined 8.8% compared with the same period last year.  The  Company
believes that the decrease in same store sales is primarily attributable to
a  slowdown in residential construction, severe weather conditions  in  the
first quarter, and a 18.9% decrease in same store sales staff.  The Company
estimates  that  deflation in lumber prices, which adversely  affected  the
Company during the first half of 1996, had a negligible effect on sales for
the   nine-month  period.   Same  store  sales  to  the  Company's  primary
customers,  residential and commercial builders, declined  only  2.2%  when
compared  with  the  first nine months of 1995.  The Company's  program  to
reduce  the  number of under-performing building centers was also  a  major
cause of the 1996 sales decline compared with 1995.  As of October 28, 1996
the  Company operated 110 building centers, 14 fewer than at the end of the
third quarter of 1995.


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

    1996  nine months gross profit decreased to $141.6 million from  $172.4
million for the nine months of 1995, a 17.8% decrease.  Gross profit  as  a
percent  of sales decreased to 22.2% of sales for the first nine months  of
1996 from 23.0% in 1995.  The decline in gross profit as a percent of sales
is  primarily attributable 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.   During the first nine months of 1996, the percent  of  Company
sales  attributable to professional builders increased to 84.4% from  80.9%
in the first nine months of 1995.


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

   SG&A expense decreased to 19.1% of net sales in the first nine months of
1996  compared  with 19.9% of net sales in the first nine months  of  1995.
The  Company was able to reduce its total SG&A expense by 18.0%,  which  is
proportionately greater than the 15.0% total sales decline  for  the  first
nine  months,  as  a result of center closings and several  cost  reduction
initiatives implemented since mid 1994.

    Total salaries, wages and employee benefits decreased, as a percent  of
sales,  by  0.6%.  In addition, during the first nine months  of  1996  the
Company  recognized  approximately $1.0  million  in  recoveries  from  its
casualty insurance carrier for positive claims experience prior to 1994.


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

    Depreciation,  goodwill and trademark amortization  decreased  to  $4.1
million  in  the first nine months of 1996 from $4.5 million in  the  first
half  of  1995.  This decrease is primarily due to the sale or disposal  of
excess facilities and equipment since January of 1995.


Provision for Doubtful Accounts
-------------------------------

    Provision for doubtful accounts decreased to $1.1 million or 0.2  %  of
sales  for the first nine months of 1996 from $5.6 million or 0.7% of sales
in  the  first nine months of 1995.  This decrease is the result of a  more
selective  customer base and improved credit policies at  centers  acquired
since 1994 and increased efforts in collecting previously reserved accounts
receivable.   The  improved collection efforts in 1996 are more  consistent
with the Companies historical credit collection performance.


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

    Other  operating  income for the first nine months  of  1996  was  $3.9
million.   This  was  relatively unchanged, as a  percent  of  sales,  when
compared with the $4.4 million recorded for the same period in 1995.


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

    In  the  first nine months of 1996 interest expense decreased  9.4%  to
$16.6  million from $18.4 million in the first nine months of  1995.   This
reduction  reflects a $25.1 million decrease in average borrowings  on  the
Company's revolving credit facility resulting primarily from the closing of
building centers in December 1995 and $9.8 million in net proceeds from the
Company's  issuance of 2 million shares of its common stock in  June  1996.
The  effective  borrowing rate on total long term debt for the  first  nine
months  increased  30  basis points from the first  nine  months  of  1995.
Approximately 94% of the Company's 1996 year-to-date average borrowings  on
its revolving credit facility were LIBOR-based.


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

    In  the first nine months of 1996, the Company recorded a loss of  $2.3
million,  under  the equity method, with respect to its investment  in  its
affiliate  engaged in operations in Russia.  In the first  nine  months  of
1995  the Company recorded a loss of $1.5 million, on a consolidated basis,
with  respect  to  this  affiliate.  See Note  4  of  "Notes  to  Condensed
Consolidated Financial Statements" included elsewhere herein.


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

   The Company recorded an income tax expense of $0.9 million for the first
nine  months of 1996 compared with a benefit of $0.1 million in  the  first
nine months of 1995. An effective federal income tax rate of 38.5% was used
to  calculate  federal  income taxes for the first nine  months   of  1996,
compared with an effective rate of 39.7% for the first nine months of 1995.
In  addition  to  the  effective federal tax rate used,  state  income  and
franchise taxes were calculated separately and are included in the  expense
reported for 1996.

   The Company continues to review future earnings projections to determine
that  there is sufficient support for its deferred tax assets and valuation
allowance.   In  spite  of  the  losses incurred  during  1995,  management
believes that it is more likely than not that the Company will receive full
benefit  of  its  deferred tax asset and that the  valuation  allowance  is
properly  stated.  This assessment constitutes Forward-Looking  Information
and  is  inherently subject to uncertainty as the result of factors,  among
others,  described  under  the discussion above of  "Provision  for  Income
Taxes" for the third quarter.
                      
                      
                      
                      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  the nine-month period of each of 1996 and 1995 the Company has been
able  to generate positive net cash provided by operating activities,  $6.8
million  and  $11.8  million respectively.  With the peak  building  season
historically  occurring  in  the second and  third  quarters,  the  Company
normally  experiences  increases in its accounts receivable  and  inventory
levels  during the first quarter to meet the anticipated increase in  sales
and  in the second quarter as a result of increased sales activity.  In the
first  three  months  of  1996, however, operating activities  generated  a
positive  cash  flow  as  the Company made significant  reductions  in  its
working capital, primarily as a result of building center closings begun in
late  December, 1995 as part of the Company's restructuring plan. The third
quarter traditionally provides cash through operating income and reductions
in inventory as the Company begins its seasonal adjustments, this held true
for 1996.

    The  Company's  accounts receivable balance at the  end  of  the  third
quarter  of 1996 decreased $16.7 million when compared to the third quarter
of  1995, a decrease of 15.5%.  Approximately $7.0 million of this decrease
is  attributable  to  accounts receivable from  building  material  centers
closed  in  1995.  The remainder of the decrease is primarily a  result  of
reduced sales for 1996 when compared with 1995 and improved collections  at
recently acquired building centers.

    Inventory at the end of the third quarter of 1996 was $15.5 million, or
12.5%,  lower  than at the end of the third quarter of 1995.  Approximately
$10.8 million of this reduction is attributable to inventory disposed  from
building centers closed in 1995.  The Company's inventory control processes
are primarily responsible for the remainder of the inventory reduction.

    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 Company's revolving credit  agreement,
upon  completion  of this transaction certain real estate was  released  as
collateral required under this agreement.

   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  vehicles,  equipment  and
management  information  systems.  In the first nine  months  of  1996  the
Company spent $2.6 million on capital expenditures.  The Company expects to
spend  approximately $4 million for all of 1996. Under the  Company's  bank
revolving  credit agreement, as amended, capital expenditures  during  1996
are  limited  to $6 million plus any portion of 1995's capital expenditures
that  were  not  spent.   The Company expects to fund capital  expenditures
through borrowings and its internally generated cash flow.

    During  1996 the Company has not completed any acquisitions of building
centers  or  component  manufacturing facilities.  In  April  of  1996  the
Company  began operating a new component manufacturing facility in  Elwood,
IN.   The operation manufactures trusses and wall panels for several of the
Company's Indiana and Ohio centers.  The facility is located on the site of
a  former  Wickes Lumber building center.  In November of 1996 the  Company
announced  its  plans  to  consolidate the  operations  of  two  additional
building centers with other nearby Wickes centers.

    Through  the  first nine months of 1996 the Company has also  generated
$4.1  million  primarily  from the sale of real  estate  for  three  closed
building centers and the sale of approximately 350 excess delivery vehicles
and forklifts.

    The Company maintained excess availability under its revolving line  of
credit, throughout the first nine months of 1996.  In the first nine months
of  1996,  the Company utilized funds from the sale of 2 million shares  of
newly-issued  common  stock, cash generated by  operating  activities,  and
proceeds  from the sale of excess property, plant and equipment  to  reduce
the  Company's net borrowings under its revolving line of credit.   At  the
end  of the third quarter of 1996 total borrowings under the revolving line
of  credit were $29.5 million lower than at the end of the third quarter of
1995.   Net  cash  provided by operating activities during the  first  nine
months  of 1995 amounted to $12.1 million   Under the current terms of  the
Company's bank revolving credit agreement the Company believes that it will
continue  to have sufficient funds available for its anticipated operations
and   capital  expenditures.   At  October  26,  1996,  $83.4  million  was
outstanding  under the Company's revolving line of credit, and  the  unused
availability was approximately $37.6 million.  The Company's assessment  of
its  future funds availability constitutes Forward-Looking Information  and
is  inherently  subject to uncertainty resulting from, among other  things,
the  factors discussed under "Results of Operations - Provision for  Income
Taxes"  as  well as the Company's ability to renew or replace its revolving
credit facility upon its scheduled expiration.

                            
                            
                            
                                   PART II
                             OTHER INFORMATION


Item 5.   Other Information
          -----------------

   On February 21, 1996, the Company and RIC entered into an agreement with
two investment funds.  Pursuant to this agreement, the two investment funds
each  invested  $5 million in RIC and each received a 25% equity  interest,
with  the  Company  retaining  an  interest  slightly  less  than  50%  and
management receiving the balance of the equity.

    $6  million  of  the  total $10 million invested  in  RIC  by  the  two
investment funds was advanced as loans to RIC during the first two quarters
of  1996  pending satisfaction of certain conditions.  On October 1,  1996,
(i)  RIC  contributed all of its assets and liabilities to  a  newly-formed
limited liability company, Riverside International, L.L.C. and (ii) the two
investment  funds completed the transaction by investing an  additional  $4
million in total in Riverside International, L.L.C. and by converting their
loans  to  equity in Riverside International, L.L.C.  As a result  of  this
transaction,  RIC remains a more than 90% owned subsidiary of the  Company,
and  Riverside International, L.L.C. is owned 50% by RIC and 50% by the two
investment funds.

   As of September 28, 1996, RIC has controlling interests in two companies
engaged in lumber-related businesses in Russia.  The investment in  RIC  is
recorded under the equity method.



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

     (a)  Exhibits

          11.01     Statement regarding computation of earnings per share.

          27.1      Financial data schedule (SEC use only).

     (b)  Reports on Form 8-K

          None
                           
                           
                           
                           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




                         By:  /s/ J. Steven Wilson
                              --------------------
                              J. Steven Wilson
                              Chairman and Chief Executive
                              Officer



                         By:  /s/ George A. Bajalia
                              ---------------------
                              George A. Bajalia
                              Senior Vice President and Chief
                              Financial Officer


Date:  November 11, 1996

<TABLE>
                        COMPUTATION OF EARNINGS PER SHARE 
                      AND EQUIVALENT SHARES OF COMMON STOCK
                                   (Unaudited)                                                               
                 (thousands except share and per share amounts)
                                                                          
<CAPTION>
                                                                          
                                                                          

                                                              Three Months Ended              Nine Months Ended          
                                                          --------------------------      -------------------------
                                                          Sept. 28,        Sept. 30,      Sept. 28,       Sept. 30,
                                                            1996             1995           1996            1995 
                                                          ---------        ---------      ---------       ---------   
<S>                                                       <C>              <C>            <C>             <C>        
Average Shares Outstanding             
   1.  Weighted average number of shares of
       common stock outstanding during the
       period                                             8,155,390        6,140,794      6,890,919       6,133,174
                                                                          
   2.  Net additional common equivalent shares                               
       assuming exercise of common stock                                      
       warrants as computed under the treasury
       stock method                                          11,139           16,125         12,128          16,533
                                                          ---------        ---------      ---------       ---------     
   3.  Weighted average number of shares and
       equivalent shares of common stock     
       outstanding during the period                      8,166,529        6,156,919      6,903,047       6,149,707
                                                          =========        =========      =========       =========

Income (Loss)                                                             
   4.  Net income (loss) available for common stock       $   2,843        $   1,927      $  (1,450)      $    (201)
                                                          =========        =========      =========       =========   
                                     
Per Share Amounts                                                         
   5.  Earnings (loss)                                    $    0.35         $   0.31      $   (0.21)      $   (0.03)
                                                          =========         =========     =========       =========           
                                                                          
                                     
                                         
                                                                          
                                                                          
   Earnings (loss)  per share is computed by dividing net income (loss) available for common stock,
by weighted average number of shares of common stock and common stock equivalents (warrants),
unless anti-dilutive, outstanding during the periods.
</TABLE>