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 March 31, 2001                   Number  1-14967
                               --------------                          --------


                                  WICKES INC .
                                 -------------
             (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 April 27, 2001, the Registrant had 8,275,985 shares of Common Stock, par
value $.01 per share outstanding.


<PAGE>2



                          WICKES INC. AND SUBSIDIARIES

                                      INDEX
                                      -----

<TABLE>
<CAPTION>

                                                                                    Page
                                                                                    Number
                                                                                    ------
<S>                                                                                 <C>


PART I.         FINANCIAL INFORMATION

       Item 1.  Financial Statements

           Condensed Consolidated Balance Sheets -- March 31, 2001 (Unaudited)
            and December 30, 2000 and
            March 25, 2000 (Unaudited)                                               3

           Condensed Consolidated Statements of Operations (Unaudited) -- For
            the three months ended March 31, 2001 and
            March 25, 2000                                                           4

           Condensed Consolidated Statements of Cash Flows (Unaudited) -- For
            the three months ended March 31, 2001 and
            March 25, 2000                                                           5

           Notes to Condensed Consolidated
            Financial Statements (Unaudited)                                         6

       Item 2.  Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                            13

       Item 3.  Quantitative and Qualitative Disclosures about
                      Market Risk                                                  22



PART II.        OTHER INFORMATION

       Item 6.  Exhibits and Reports on Form 8-K                                    24

</TABLE>

                                       2

<PAGE>3



                          WICKES INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (in thousands except share data)
<TABLE>
<CAPTION>


                                                                 March 31,       December 30,       March 25,
                                                                   2001              2000             2000
                                                                ----------       ------------       ---------
                    ASSETS                                      (UNAUDITED)                        (UNAUDITED)
<S>                                                             <C>              <C>               <C>

Current assets:
   Cash                                                        $      171        $     243        $      286
   Accounts receivable, less allowance for doubtful
    accounts of $2,924 in 2001, $2,791 in December
    2000 and $4,105 in March 2000                                  80,149           76,659            96,842
   Note receivable from affiliate                                     281              201                 -
   Inventory                                                      134,467          117,910           141,628
   Deferred tax asset                                              10,148            6,692             8,826
   Prepaid expenses                                                 4,017            3,405             3,048
                                                                    -----            -----             -----

     Total current assets                                         229,233          205,110           250,630

   Note receivable from affiliate                                     201              282               458
   Property, plant and equipment, net                              55,184           54,384            51,738
   Trademark (net of accumulated amortization of
     $10,997 in 2001, $10,940 in December 2000 and
     $10,774 in March 2000)                                         6,023            6,079             6,245
   Deferred tax asset                                              12,990           12,990            14,695
   Rental equipment (net of accumulated depreciation
     of $1,734 in 2001, $1,582 in December 2000 and
     $1,128 in March 2000)                                          2,598            2,296             2,023
   Other assets (net of accumulated amortization of
     $12,963 in 2001, $12,440 in December 2000 and
     $11,978 in March 2000)                                        21,016           19,795            18,408
                                                                   ------           ------            ------

     Total assets                                              $  327,245         $300,936          $344,197
                                                               ==========         ========          ========


       LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
   Current maturities of long-term debt                         $   8,687        $   6,339        $        -
   Accounts payable                                                59,958           35,294            66,188
   Accrued liabilities                                             16,256           21,576            20,396
                                                                   ------           ------            ------
     Total current liabilities                                     84,901           63,209            86,584
                                                                   ------           ------            ------

Long-term debt, less current maturities                           211,541          200,403           226,297
Other long-term liabilities                                         3,380            3,428             3,593
Commitments and contingencies (Note 6)

Stockholders' equity:
   Preferred stock (no shares issued)
   Common stock, $0.01 par (shares issued and
     outstanding of 8,273,685 in 2001,  8,271,313
      in December 2000 and 8,245,573 in March 2000)                    83               83                82
   Additional paid-in capital                                      87,103           87,092            86,973
   Accumulated deficit                                            (59,763)         (53,279)          (59,332)
                                                                  -------           -------          -------
   Total stockholders' equity                                      27,423           33,896            27,723
                                                                   ------           ------           -------
   Total liabilities & stockholders' equity                    $  327,245         $300,936        $  344,197
                                                               ==========         ========        ==========

</TABLE>

                                       3

<PAGE>4




                          WICKES INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                 (in thousands except share and per share data)

<TABLE>
<CAPTION>

                                                                                     Three Months Ended
                                                                                     ------------------
                                                                                 March 31,            March 25,
                                                                                  2001                 2000
                                                                                ---------            ---------
<S>                                                                             <C>                 <C>


Net sales                                                                     $    184,826        $    216,446
Cost of sales                                                                      142,895             170,460
                                                                                   -------             -------

     Gross profit                                                                   41,931              45,986
                                                                                    ------              ------

Selling, general and administrative expenses                                        44,630              43,947
Depreciation, goodwill and trademark amortization                                    1,503               1,422
Provision for doubtful accounts                                                        608                 432
Other operating income                                                                (390)               (647)
                                                                                      ----                ----
                                                                                    46,351              45,154
                                                                                    ------              ------

     (Loss) income from operations                                                  (4,420)                832

Interest expense                                                                     5,883               5,740
                                                                                     -----               -----
     Loss before income taxes                                                      (10,303)             (4,908)

Income tax benefit                                                                  (3,819)             (1,709)
                                                                                    ------              ------

     Net loss                                                                 $     (6,484)       $     (3,199)
                                                                               ============        ============

Net loss per common share - basic and diluted                                        (0.78)              (0.39)
                                                                                     =====               =====

Weighted average common shares - for basic and diluted                           8,272,929           8,233,434
                                                                                 ---------           ---------

</TABLE>

                                       4



<PAGE>5




                          WICKES INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                        Three Months Ended
                                                                                        ------------------
                                                                                     March 31,         March 25,
                                                                                       2001              2000
                                                                                     ---------         ---------
<S>                                                                               <C>                 <C>

Cash flows from operating activities:
   Net loss                                                                       $    (6,484)       $    (3,199)
   Adjustments to reconcile net loss to
     net cash used by operating activities:
   Depreciation expense                                                                 1,799              1,555
   Amortization of trademark                                                               56                 56
   Amortization of goodwill                                                               172                150
   Amortization of deferred financing costs                                               338                352
   Provision for doubtful accounts                                                        608                432
   Loss (gain) on sale of assets and other items                                           19                (32)
   Deferred tax benefit                                                                (3,456)            (1,642)
   Changes in assets and liabilities:
     (Increase) decrease in accounts receivable                                        (4,098)            13,078
     Increase in inventory                                                            (16,557)           (20,923)
     Increase in accounts payable and accrued liabilities                              19,296              7,102
     Increase in prepaids and other assets                                             (2,798)              (229)
                                                                                       ------               ----


NET CASH USED BY OPERATING ACTIVITIES                                                 (11,105)            (3,300)
                                                                                      -------             ------

Cash flows from investing activities:
   Purchases of property, plant and equipment                                          (2,470)            (2,608)
   Proceeds from sales of property, plant and equipment                                    16                 72
                                                                                           --                 --


NET CASH USED BY INVESTING ACTIVITIES                                                  (2,454)            (2,536)
                                                                                       ------             ------

Cash flows from financing activities:
   Decrease in notes receivable                                                             1                 23
   Net borrowings under revolving line of credit                                       13,486              5,555
   Net proceeds from issuance of common stock                                               -                 94
                                                                                           --                 --

NET CASH PROVIDED BY FINANCING ACTIVITIES                                              13,487              5,672
                                                                                       ------              -----

NET DECREASE IN CASH                                                                      (72)              (164)
Cash at beginning of period                                                               243                450
                                                                                          ---                ---

CASH AT END OF PERIOD                                                             $       171        $       286
                                                                                  ===========        ===========

Supplemental schedule of cash flow information:
   Interest paid                                                                  $     3,290        $     2,862
   Income taxes paid                                                              $       215        $       233


</TABLE>

                                       5

<PAGE>6




                          WICKES INC. 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  Inc.  and  its
wholly-owned  subsidiaries  (the "Company").  The Company has determined that it
operates in one  business  segment,  that being the supply and  distribution  of
lumber  and  building  materials  to  contractors,  repair  and  remodelers  and
do-it-yourself homeowners,  principally in the Midwest,  Northeast, and Southern
United States.  All  information  required by SFAS No. 131,  "Disclosures  about
Segments of an Enterprise and Related Information", is included in the Company's
financial statements.

     The  preparation  of financial  statements  in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the  reporting  period.  Actual  results  could differ from the estimates
reported.

     The  condensed   consolidated   financial  statements  should  be  read  in
conjunction  with the  Company's  consolidated  financial  statements  and notes
thereto  included in the Company's  Annual Report on Form 10-K (the "Form 10-K")
for the  fiscal  year  ended  December  30,  2000.  The  condensed  consolidated
financial  statements  reflect  all  adjustments   (consisting  only  of  normal
recurring  adjustments)  which are, in the opinion of management,  necessary for
the fair  statement  of the  results  for the  interim  period.  The  results of
operations for interim periods are not necessarily indicative of results for the
entire year.

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

     The Company  issued 2,372 shares of common stock to members of its board of
directors as  compensation  during the  three-months  ended March 31,  2001.  No
employee stock options were exercised during this period.

     Reclassifications and Eliminations
     ----------------------------------

     Certain  reclassifications  have been made to prior year amounts to conform
to the current presentation. All material intercompany balances and transactions
have been eliminated.

                                       6

<PAGE>7

                          WICKES INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


2.  COMPREHENSIVE INCOME
    --------------------

     The  components of  comprehensive  income (loss) for the three months ended
March 31, 2001 are as follows (in thousands):

<TABLE>
<CAPTION>


                                                                                March 31,          March 25,
                                                                                  2001               2000
                                                                                ---------          ---------
<S>                                                                            <C>                <C>


          Net loss                                                             $  (6,484)         $  (3,199)
          Cumulative effect of a change in accounting
             policy - adoption of SFAS 133, net of tax of $40                        (66)                 -
          Reclassification to earnings during the quarter                             66                  -
                                                                                     ----               ----
          Comprehensive loss                                                   $  (6,484)         $  (3,199)
                                                                                =========          =========

</TABLE>


3.   LONG-TERM DEBT
     --------------

       Long-term debt is comprised of the following at March 31, 2001 (in
thousands):

<TABLE>
<CAPTION>

          <S>                                                                   <C>
          Revolving credit facility:
           Revolving notes                                                      $  106,735
           Term notes                                                               49,537
          Senior subordinated notes                                                 63,956
                                                                                    ------
          Total long-term debt                                                  $  220,228
                                                                                ==========
</TABLE>

     Under the revolving line of credit,  the Company may borrow against certain
levels of accounts  receivable and inventory.  The unused  availability at March
31, 2001 was $30.5  million.  Covenants  under the amended and  restated  credit
agreement  require,  among  other  things,  that  the  Company  maintain  unused
availability  under  the  revolving  line of credit  of at least  $15.0  million
(subject to increase in certain  circumstances)  and maintain  certain levels of
net worth, as defined in the agreement.  In addition,  the agreement  restricts,
among other things,  capital  expenditures,  the incurrence of additional  debt,
asset sales, dividends, investments, and acquisitions.  Furthermore, the amended
and restated credit agreement  considers a change in control,  as defined, as an
event of default.  On May 14, 2001 the Company  amended the credit  agreement to
reduce the level of net worth required as of March 31, 2001. With this amendment
the Company was in compliance with all covenants as of March 31, 2001.

                                       7

<PAGE>8



                          WICKES INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


4.  RECLASSIFICATION OF MANUFACTURING EXPENSES
    ------------------------------------------

     One of the  Company's  strategic  goals is to increase  the sales volume of
manufactured  building  components (framed wall panels,  roof and floor trusses,
and pre-hung  interior and exterior doors) and to continue to increase the sales
of internally manufactured components.  In response to increases,  over time, in
the volume of internally  manufactured building components sold, the Company has
determined  that certain  manufacturing  costs  previously  included in Selling,
General and  Administrative  expense and  Depreciation,  Goodwill and  Trademark
Amortization expense should be classified as Cost of Sales.


     Therefore,   elements  of  costs  directly  associated  with  manufacturing
processes  such as  manufacturing  labor  and  related  benefits,  manufacturing
supplies,  equipment  depreciation,  delivery  expenses and other overhead items
have been  reclassified  for the  current  and  prior  periods  presented.  This
reclassification  had no impact on income  from  operations,  net  income or net
assets.



     The table  presented below  summarizes the impact of this  reclassification
(increase / (decrease) in thousands):

<TABLE>
<CAPTION>

                                                                      Three Months Ended
                                                                      ------------------
                                                                   March 31,       March 25,
                                                                     2001            2000
                                                                   ---------       ---------
<S>                                                                <C>            <C>

           Net sales                                              $        -          $    -
           Cost of sales                                               8,654           8,280

               Gross profit                                           (8,654)         (8,280)
                                                                      ------          ------

           Selling, general and administrative  expenses
                                                                      (8,131)         (7,602)
           Depreciation, goodwill and
           trademark amortization                                       (523)           (339)
                                                                        ----            ----

                                                                      (8,654)         (8,280)
                                                                      ------          ------

               Income from operations                                 $    -          $    -
                                                                      =======         =======

</TABLE>

                                       8

<PAGE>9


5.   INCOME TAX BENEFIT
     ------------------

     The income tax benefit for the three-month  period ended March 31, 2001 was
$3,819,000  compared to $1,709,000  for the  three-month  period ended March 25,
2000.  An  effective  federal  and  state  income  tax rate of 38.8% was used to
calculate  income taxes for the first three months of 2001 and 2000. In addition
to the effective income tax rate, state franchise taxes of $205,000 and $186,000
for the three months ended March 31, 2001 and March 25, 2000, respectively, were
calculated separately and are included in the provision reported.


6.  COMMITMENTS AND CONTINGENCIES
    -----------------------------

     At March 31,  2001,  the  Company  had  accrued  approximately  $69,000 for
remediation of certain environmental and product liability matters,  principally
underground storage tank removal.

     Many of the  sales  and  distribution  facilities  presently  and  formerly
operated by the Company contained  underground petroleum storage tanks. All such
tanks  known to the  Company  located on  facilities  owned or  operated  by the
Company have been filled or removed in accordance with applicable  environmental
laws in effect at the time. As a result of reviews made in  connection  with the
sale or possible  sale of certain  facilities,  the Company has found  petroleum
contamination  of soil and ground water on several of these sites and has taken,
and expects to take, remedial actions with respect thereto.  In addition,  it is
possible that similar  contamination  may exist on properties no longer owned or
operated  by the  Company,  the  remediation  of which the  Company  could under
certain circumstances be held responsible.  Since 1988, the Company has incurred
approximately $2.0 million of costs, net of insurance and regulatory recoveries,
with respect to the filling or removing of underground storage tanks and related
investigatory and remedial actions.  Insignificant amounts of contamination have
been found on excess properties sold over the past five years.

     The Company  previously  had been  identified  as having used two landfills
which are now  Superfund  clean up sites.  Both of these items were  settled for
immaterial amounts.

                                       9

<PAGE>10




                          WICKES INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

     The Company is one of many  defendants  in two class  action suits filed in
August of 1996 by  approximately  200  claimants  for  unspecified  damages as a
result of health  problems  claimed to have been caused by  inhalation of silica
dust, a byproduct of concrete  and mortar mix,  allegedly  generated by a cement
plant with which the Company  has no  connection  other than as a customer.  The
Company has entered into a  cost-sharing  agreement  with its insurers,  and any
liability is not expected to be material.

     The Company is one of many defendants in approximately 341 actions, each of
which seeks  unspecified  damages,  in various  Michigan  state  courts  against
manufacturers and building  material  retailers by individuals who claim to have
suffered injuries from products containing  asbestos.  Each of the plaintiffs in
these  actions  is  represented  by  one  of  two  law  firms.  The  Company  is
aggressively  defending  these  actions and does not believe that these  actions
will have a material adverse effect on the Company.  Since 1993, the Company has
settled 49 similar actions for insignificant  amounts,  and another 246 of these
actions have been dismissed. None of these suits have made it to trial.

     Losses in excess of the $69,000 reserved as of March 31, 2001 are possible,
but an estimate of these amounts cannot be made.

     The  Company  is a  defendant  in a lawsuit  arising  from a 1998  accident
involving an employee truck driver that resulted in personal injuries to a third
party. Plaintiffs seek compensatory damages in an unspecified amount.  Recently,
plaintiffs have amended their complaint to include a claim for punitive  damages
in an  unspecified  amount,  for  which  insurance  coverage  may or may  not be
available.  While the Company  does not believe that any  proceedings  regarding
this  matter  will have a material  adverse  effect on the  Company's  financial
position, annual results of operations or liquidity,  there can be no assurances
of this result.

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

                                      10

<PAGE>11

                          WICKES INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


7.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
    -----------------------------------------

     On December 31, 2000,  the Company  adopted SFAS No. 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities," as amended ("SFAS 133"), which
establishes  accounting and reporting  standards for derivative  instruments and
hedging  activities.  This standard  requires that all  derivative  instruments,
including  certain  derivative  instruments  embedded  in  other  contracts,  be
recognized  as assets or  liabilities  in the balance sheet and measured at fair
value. If a derivative is designated as a fair value hedge,  changes in the fair
value of the derivative and the hedged item will be recognized in earnings. If a
derivative is designated as a cash flow hedge,  changes in the fair value of the
derivative will initially be recorded in other comprehensive  income and will be
recognized in the statement of operations when the hedged item affects earnings.
For a derivative that does not qualify as a hedge, changes in fair value will be
recorded in earnings.  As a result of adopting SFAS 133, the Company  recorded a
pre-tax  charge  of  approximately  $0.1  million  as  a  cumulative  transition
adjustment  to other  comprehensive  income for  derivatives  designated in cash
flow-type  hedges  prior to adopting  SFAS 133. At March 31, 2001 the  Company's
interest rate swap did not qualify for hedge  accounting  under SFAS 133,  which
resulted in a $447,000 charge to interest expense for the quarter.  At March 31,
2001  the  Company  had 3  lumber  futures  contracts  outstanding  with a total
contract value of $80,000 and an immaterial net unrealized gain.


8.  EARNINGS PER SHARE
    ------------------

     The Company  calculates  earnings per share in accordance with Statement of
Financial  Accounting  Standards  No.  128.  In  periods  where net  losses  are
incurred,  dilutive common stock  equivalents are not used in the calculation of
diluted  EPS as they would have an  anti-dilutive  effect on EPS.  Common  stock
equivalents  of 166,000  shares for first  quarter  2001 and 290,000  shares for
first quarter 2000 were excluded as they were antidilutive. In addition, options
to purchase  544,000 and 207,000  weighted average shares of common stock during
the first quarter of 2000 and 2001, respectively,  had an exercise price greater
than the average market price.


9.  RELATED PARTY TRANSACTIONS
    --------------------------

     The Company is  approximately  35% owned by Riverside  Group,  Inc. and 13%
owned  by  Stone  Investments,   Inc.  and  its  affiliates   including  Imagine
Investments, Inc.

                                      11

<PAGE>12




                          WICKES INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

     In March 2000, the Company entered into an agreement with Buildscape, Inc.,
an entity  controlled by Riverside Group,  Inc. and Imagine  Investments,  Inc.,
each of which  may be deemed  an  affiliate  of the  Company.  Pursuant  to this
agreement,  the Company and Buildscape,  Inc. are jointly conducting an Internet
distribution program. Buildscape(R) is an Internet service designed for builders
that allows the Company's  customers to buy products and  materials  from Wickes
and other  suppliers.  It provides  real-time  online access to the professional
builders'  specific  Wickes  price list,  bill of materials  and trade  account.
Wickes'  sales  through  the  Buildscape  site  were not  material  in the first
three-months of 2001.

     On December 10, 1999 the Company entered into a joint  marketing  agreement
with   ImproveNet,   Inc.  and   Buildscape,   Inc.   supporting  an  ImproveNet
consumer-oriented  building  and  remodeling  Internet  site.  At March 31, 2001
Buildscape owed the Company $100,000 related to this transaction.

     In February  1998,  the Company sold its internet and  utilities  marketing
operations  to Riverside  Group,  Inc. In  consideration,  the Company  received
Riverside's  $870,000  three-year  unsecured  promissory  note  and  Riverside's
agreement to pay ten percent of future net income of these  operations,  subject
to a maximum  of  $429,000  plus  interest.  The terms of the  transaction  were
approved by a committee of the  disinterested  members of the Company's Board of
Directors.  In March 2000, the Company extended the terms of its note receivable
from  Riverside  Group,  Inc. Under the revised  terms,  all previously  accrued
interest  was paid to the Company by  Riverside  Group,  Inc. on March 31, 2000.
Interest  accruing  thereafter  is  paid  on a  quarterly  basis.  In  addition,
repayment of the  remaining  principal  balance was deferred for one year,  with
quarterly  principal payments  commencing on April 1, 2001. As of March 31, 2001
the  remaining  principal  balance  was  approximately  $469,000,  with  accrued
interest of approximately $12,000.

     In the first three-months of 2001, the Company paid approximately  $133,000
in reimbursements  primarily to affiliates of the Company's chairman,  for costs
related to services provided to the Company during the year by certain employees
of the affiliates and use of a corporate aircraft.



10.  SUBSEQUENT EVENTS
     -----------------

     In April 2001 the Company  acquired  the real estate and other  assets of a
local lumber  distributor in Kenvil,  New Jersey for approximately $1.5 million,
of which  $550,000 was paid in cash and $950,000 in a three-year  purchase money
mortgage.  The purpose of the  acquistion is to relocate an existing  lumber and
distribution center from a nearby leased location. The costs of this acquisition
will be allocated  on the basis of the fair market value of the assets  acquired
and the liabilities assumed.

                                      12

<PAGE>13


                          WICKES INC. AND SUBSIDIARIES

Item 2.  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 fiscal
year ended December 30, 2000.

     This Discussion and Analysis contains  statements which, to the extent that
they  are  not  recitations  of  historical  fact,  constitute  Forward  Looking
Statements  that are made pursuant to the safe harbor  provisions of the Private
Securities  Litigation  Reform  Act  of  1995  and  are  inherently  subject  to
uncertainty.  A number of important  factors could cause the Company's  business
and financial  results and financial  condition to be materially  different from
those stated in the Forward Looking Statements.

     Among the factors that could cause actual results to differ  materially are
the following:  effects of seasonality and cyclicality;  effects of competition;
interest rates and the Company's ability to service and comply with the terms of
its debt; lumber prices; the success of the Company's  operational  initiatives;
and the  outcome  of the  contingencies  discussed  in  Note 6 of the  Company's
Consolidated Financial Statements included elsewhere herein.

                                  INTRODUCTION
                                  ------------

     Wickes  Inc.  ("Wickes"  or  the  "Company")  is  a  leading  supplier  and
manufacturer of building  materials in the United States.  The Company sells its
products  and  services   primarily  to  residential  and  commercial   building
professionals,  repair  and  remodeling  contractors  and,  to a lesser  extent,
project do-it-yourself consumers involved in major home improvement projects. At
March 31, 2001, the Company operated 101 sales and distribution facilities in 23
states in the Midwest,  Northeast,  and South. In addition, the Company operated
27  component  manufacturing  facilities,  9 of which are  located  in sales and
distribution  facilities,  that produce and  distribute  roof and floor trusses,
framed wall panels, and pre-hung door units.

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

                                      13

<PAGE>14

     The Company focuses on the professional  builder and contractor market. The
Company  targets five customer  groups:  the production or volume  builder;  the
custom  builder;  the tradesman;  the repair and  remodeler;  and the commercial
developer.  Its marketing  approach  encompasses three channels of distribution:
Major  Markets,  Conventional  Markets,  and Wickes  Direct.  These channels are
supported  by  the  Company's  network  of  building  components   manufacturing
operations.  In Major Markets,  the Company serves the national,  regional,  and
large  local  builder in larger  markets  with a total  solutions  approach  and
specialized  services. In Conventional Markets, the Company provides the smaller
building  professional  in  less-populous  markets  with  tailored  products and
services.  Wickes  Direct  provides  materials  flow  and  logistics  management
services to commercial customers. The Company also serves building professionals
through  its  network of 27  component  manufacturing  facilities  that  produce
value-added, wood framed wall panels, roof and floor truss systems, and pre-hung
interior and exterior doors.

                              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 sales and distribution and component manufacturing
facilities  operated by the Company,  including  those closed or sold during the
period.

<TABLE>
<CAPTION>

                                                          Three Months Ended
                                                          ------------------
                                                        March 31,            March 25,
                                                          2001                  2000
                                                        ---------            ---------
<S>                                                     <C>                  <C>

Net sales                                                100.0%                100.0%
Gross profit                                              22.7%                 21.2%
Selling, general and
  Administrative expense                                  24.1%                 20.3%
Depreciation, goodwill and
  Trademark amortization                                   0.8%                  0.7%
Provision for doubtful accounts                            0.3%                  0.2%
Restructuring and unusual items                             --                    --
Other operating income                                    (0.2)%                (0.3)%
(Loss) / income from operations                           (2.4)%                 0.4%

</TABLE>

                                      14


<PAGE>15




     The Company's  first quarter  historically  has been adversely  affected by
seasonal  decreases  in  building  construction  activity in the  Northeast  and
Midwest resulting from winter weather conditions.  Weather conditions during the
first  quarter of 2001 were  comparable  to those of the first  quarter of 2000.
However,  the first quarter this year was affected by deflated  commodity lumber
prices and a decline in housing  starts  compared to last year's first  quarter,
resulting  in a decline in net  sales.  The  Company  experienced  increases  in
selling,  general and  administrative  ("SG&A") expense,  depreciation  expense,
provision  for doubtful  accounts and a decrease in other  income.  In addition,
interest  expense  increased due to new accounting rules that required a decline
in value of an interest rate swap to be charged to interest expense.

     Net loss for the three months ended March 31, 2001 was $6,484,000  compared
with a loss of $3,199,000 for the three months ended March 25, 2000.


                   Three Months Ended March 31, 2001 Compared
                   ------------------------------------------
                   with the Three Months Ended March 25, 2000
                   ------------------------------------------

Net Sales
---------

     Net sales for the first quarter of 2001  decreased  14.6% to $184.8 million
from $216.4  million for the first quarter of 2000.  Same store sales  decreased
15.2% compared with the same period last year. Same store sales to the Company's
primary customers, building professionals,  decreased 15.1% and same store sales
to consumers  decreased 16.5% when compared with the first quarter of 2000. Same
store sales in the  Company's  fourteen  target major markets  decreased  16.3%,
while same store sales in the Company's  fifteen  conventional  market  building
centers decreased 16.0%. As of March 31, 2001 the Company operated 101 sales and
distribution  facilities,  the same  number it  operated at the end of the first
quarter of 2000.

     The  Company  believes  that the sales  decrease  resulted  primarily  from
commodity  lumber  deflation  and a  decline  in  housing  starts.  The  Company
estimates that deflation in commodity lumber prices (including dimension lumber,
plywood and other wood panel products, and gypsum) decreased total sales for the
quarter by approximately $18.0 million when compared with commodity lumber price
levels experienced during the first quarter of 2000.  Nationally,  single family
housing  starts  were  4.1%  lower  in the  first  quarter  of 2001  than in the
comparable  period of 2000, and in the Company's primary  geographical  markets,
the  Midwest,  Northeast  and South,  housing  starts were 3.4%,  10.0% and 5.6%
lower, respectively.

                                      15

<PAGE>16




     Sales to building professionals as a percentage of sales decreased to 90.1%
in the first quarter of 2001  compared  with 90.7% in 2000.  Lumber and building
materials  accounted for 84.2% of sales in the first  quarter of 2001,  compared
with 85.9% for the first quarter of 2000.

     Products that  exhibited the greatest  percentage  decrease for the quarter
ended March 31, 2001 versus the comparable period in the prior year were drywall
(40.0%), lumber and plywood (27.7%), treated wood (20.7%) and mouldings (12.2%).


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

     Gross profit  decreased to $41.9  million in the first quarter of 2001 from
$45.9 million in the first quarter of 2000, an 8.8% decrease.  Gross profit as a
percentage of sales  increased to 22.7% for the first quarter of 2001 from 21.2%
in 2000. The Company believes that the decrease in gross profit dollars resulted
primarily  from  decreased  net sales due to lumber  deflation  and a decline in
housing  starts.  The Company  estimates  that  deflation  in  commodity  prices
decreased  gross  profit for the  quarter by  approximately  $3.8  million  when
compared with  commodity  price levels  experienced  during the first quarter of
2000.

     The  increase in gross  profit as a  percentage  of net sales  primarily is
attributable to expansion of the Company's internally manufactured products such
as roof trusses,  wall panels and pre-hung  doors,  which generate higher profit
margins.  In the first  quarter of 2001,  the Company  increased  production  of
building  components  to  approximately  62%  of  total  sales  of  manufactured
components from approximately 59% in the first quarter of 2000.


Selling, General and Administrative Expense ("S,G & A")
-------------------------------------------------------

     S,G & A  increased  to 24.1%  of net  sales in the  first  quarter  of 2001
compared to 20.3% in the first quarter of 2000. Much of this percentage increase
is related to the decline in net sales. S,G & A dollars  increased $0.7 million,
which was primarily attributable to increases in telecommunications,  motor fuel
and utility  expenditures,  offset by a decline in salaries,  wages and benefits
and administrative expenses.


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

     Depreciation, goodwill and trademark amortization increased to $1.5 million
for the first  quarter of 2001 compared with $1.4 million for the same period in
2000.  The increase in  depreciation  primarily is due to equipment and building
expenditures  related to the Company's  strategic goal to increase the volume of
internally manufactured building components.

                                      16

<PAGE>17




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

     The provision for doubtful accounts was approximately  $608,000, or 0.3% of
net sales for the first quarter of 2001 which  increased  slightly when compared
to approximately $432,000, or 0.2% of net sales in the first quarter of 2000.


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

     Other  operating  income  for the first  quarter  of 2001 was $0.4  million
compared  with $0.6  million  for the first  quarter  of 2000.  During the first
quarter of 2001 the Company recorded a gain of $0.1 million on the settlement of
a casualty claim. There were no large claims in 2000.


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

     Interest  expense  increased  in the first  quarter of 2001 to $5.9 million
from $5.7  million  during the first  quarter of 2000.  The increase is due to a
$447,000 decline in the fair value of an interest rate swap that did not qualify
for hedge  accounting under SFAS 133, and was charged to interest expense in the
first quarter.  Excluding the interest rate hedge  adjustment,  interest expense
decreased $0.3 million over the first quarter last year. The decrease  primarily
results  from a decrease in the  average  outstanding  borrowings  for the first
quarter of 2001 compared with the first  quarter of 2000.  Approximately  67% of
the Company's first quarter average  borrowings on its revolving credit facility
were LIBOR-based, compared to 73% in 2000.


Income Tax Benefit
------------------

     The Company  recorded  an income tax benefit of $3.8  million for the first
quarter of 2001  compared with a benefit of $1.7 million in the first quarter of
2000.  An  effective  federal  and  state  income  tax rate of 38.8% was used to
calculate  income taxes for the first  quarter of 2001 and 2000.  In addition to
the effective  income tax rate,  state  franchise taxes of $205,000 and $186,000
for the three months ended March 31, 2001 and March 25, 2000, respectively, were
calculated separately and are included in the provision reported.

     The Company  continues to review future  earnings  projections to determine
that there is  sufficient  support  for its  deferred  tax assets and  valuation
allowance.  Management believes that it is more likely than not that the Company
will receive full benefit of its net deferred tax asset,  and that the valuation
allowance  is  properly  stated.  This  assessment  constitutes  Forward-Looking
Information  made  pursuant  to  the  safe  harbor  provisions  of  the  Private
Securities   Litigation  Reform  Act  of  1995  and  is  inherently  subject  to


                                      17
<PAGE>18



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.


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


     On December 31, 2000,  the Company  adopted SFAS No. 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities," as amended ("SFAS 133"), which
establishes  accounting and reporting  standards for derivative  instruments and
hedging  activities.  This standard  requires that all  derivative  instruments,
including  certain  derivative  instruments  embedded  in  other  contracts,  be
recognized  as assets or  liabilities  in the balance sheet and measured at fair
value. If a derivative is designated as a fair value hedge,  changes in the fair
value of the derivative and the hedged item will be recognized in earnings. If a
derivative is designated as a cash flow hedge,  changes in the fair value of the
derivative will initially be recorded in other comprehensive  income and will be
recognized in the statement of operations when the hedged item affects earnings.
For a derivative that does not qualify as a hedge, changes in fair value will be
recorded in earnings.  As a result of adopting SFAS 133, the Company  recorded a
pre-tax  charge  of  approximately  $0.1  million  as  a  cumulative  transition
adjustment  to other  comprehensive  income for  derivatives  designated in cash
flow-type  hedges  prior to adopting  SFAS 133. At March 31, 2001 the  Company's
interest rate swap did not qualify for hedge  accounting  under SFAS 133,  which
resulted in a $447,000 charge to interest expense for the quarter.  At March 31,
2001  the  Company  had 3  lumber  futures  contracts  outstanding  with a total
contract value of $80,000 and an immaterial net unrealized gain.


                                      18


<PAGE>19




                         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.

     During the first three months of 2001 net cash used by operating activities
was $11.1  million,  $7.8  million  more than the $3.3 million used in the first
quarter of 2000. The first three months of the year  historically have generated
negative cash flows from  operating  activities.  With the peak building  season
historically  occurring in the second and third quarters,  the Company  normally
experiences  increases in its inventory  levels during the first quarter to meet
the anticipated increase in sales.

     The Company's  accounts  receivable balance at the end of the first quarter
of 2001 decreased $16.7 million when compared to the end of the first quarter of
2000, a decrease of 17.2%. This decrease is the result of decreased sales in the
first  quarter  of 2001,  when  compared  with the  first  quarter  of 2000,  of
approximately 14.6%.

     Inventory  at the end of the first  quarter  of 2001 was $7.2  million,  or
5.0%,  lower than at the end of the first  quarter  of 2000.  This  decrease  is
largely attributable to the 14.6% decrease in first quarter sales. Categories of
inventory which experienced the most significant  decrease in the current period
verses the prior year's  period,  with their  related  amount of decreases  were
lumber  and  plywood  ($7.5  million)  and  drywall  ($2.6  million);  offset by
increases  in vinyl siding ($2.0  million).  Accounts  payable at the end of the
first quarter of 2001  decreased  approximately  $6.2 million,  or 9.4% from the
first quarter of 2000. The decrease primarily is attributable to the decrease in
total inventory.

     The Company's capital expenditures consist primarily of the construction of
storage  facilities,  the remodeling and  reformatting of sales and distribution
facilities and component manufacturing facilities, and the purchase of vehicles,
equipment  and  management   information  systems  for  both  existing  and  new
operations.  The Company  also may make  expenditures  to  establish  or acquire
operations to expand or complement  its existing  operations,  especially in its
major markets.  In the first three months of 2001 the Company spent $2.5 million
on capital expenditures as compared to $2.6 million for the same period in 2000.
In April 2001 the Company  acquired  the real estate and other assets of a local
lumber  distributor in Kenvil,  New Jersey for  approximately  $1.5 million,  of
which  $550,000  was paid in cash and $950,000 in a  three-year  purchase  money
mortgage.  The purpose of the  acquistion is to relocate an existing  lumber and
distribution  center from a nearby leased  location.  Under the  Company's  bank
revolving  credit  agreement,  capital  expenditures  during 2001 are  currently
limited to $9.0 million.  In addition to capital  expenditures,  this  revolving
credit  agreement  allows  the  Company to spend up to $30  million,  subject to
certain  restrictions,  for  acquisitions.  The Company  expects to fund capital
expenditures through borrowings and its internally generated cash flow.

                                      19
<PAGE>20
     The Company  maintained  excess  availability  under its revolving  line of
credit  throughout  the  first  three  months  of 2001.  At the end of the first
quarter total  borrowings  under the revolving line of credit were $19.6 million
lower than at the end of the first  quarter of 2000.  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 March 31, 2001,  $106.7 million was outstanding under
the  Company's  revolving  line of  credit,  and  the  unused  availability  was
approximately  $30.5 million.  Covenants  under the amended and restated  credit
agreement  require,  among  other  things,  that  the  Company  maintain  unused
availability  under  the  revolving  line of credit  of at least  $15.0  million
(subject to increase in certain  circumstances)  and maintain  certain levels of
net worth, as defined in the agreement.  In addition,  the agreement  restricts,
among other things,  capital  expenditures,  the incurrence of additional  debt,
asset sales, dividends, investments, and acquisitions.  Furthermore, the amended
and restated credit agreement  considers a change in control,  as defined, as an
event of default.  On May 14, 2001 the Company  amended the credit  agreement to
reduce  the  level of net  worth  required  on March  31,  2001.  The  Company's
assessment  of  its  future  funds  availability   constitutes   Forward-Looking
Information  made pursuant to the Private  Securities  Litigation  Reform Act of
1995 and is  inherently  subject to  uncertainty  resulting  from,  among  other
things,  the factors  discussed  under  "Results of  Operations - Provision  for
Income Tax Benefit".


     On  November  21, 2000 the  Company  commenced a cash tender  offer for its
outstanding  11-5/8%  Senior  Subordinated  Notes  due  2003,  at a  substantial
discount from face value. The offer expired on December 20, 2000 and on December
26,  2000,   the  Company   redeemed   $36.0  million  of  notes  tendered  (the
"Redemption").

     To provide the funds  necessary  to complete  the  Redemption,  the Company
entered into an amended and restated  credit  agreement  with its existing  bank
group on December 13, 2000.  The amended and restated  credit  agreement,  among
other things,  increased the total  commitment  to $251.7  million,  removed the
seasonal  reduction in borrowing  capacity  provided for in the previous  credit
agreement,  increased both the base rate and LIBOR based borrowing spreads,  and
extended the final maturity of the revolving  credit agreement to June 30, 2005.
A portion of the credit  facility  was  provided as a one-time  term loan in the
principal  amount of $51.7 million that requires  quarterly  principal  payments
beginning on March 31, 2001.  The term loan  contains  provisions  for mandatory
principal  prepayments in the event that the Company receives cash in connection
with certain transactions, as defined.

     A  commitment  fee of 0.38% is payable on the unused  amount of the amended
and restated revolving line of credit. Interest on amounts outstanding under the
amended and restated revolving line of credit bear interest at a spread of 0.75%
above the base rate of Fleet  National  Bank (8.50% at March 31,  2001) or 2.50%
above the  applicable  LIBOR rate (5.13% at March 31, 2001).  Depending upon the
Company's rolling four-quarter  interest coverage ratio and unused availability,

                                      20

<PAGE>21

as defined,  amounts  outstanding  will bear interest at a spread above the base
rate from 0.0% to 0.75% or from 2.00% to 2.75% above the applicable  LIBOR rate.
At March 31, 2001, the Company had designated $6.7 million and $100.0 million as
base rate and LIBOR borrowings,  respectively.  The amount outstanding under the
term loan portion,  $49.5 million, bears interest at a spread of 3.00% above the
applicable LIBOR rate. All interest is payable monthly.

     The  Company  has  entered  into  an  interest  rate  swap  agreement  that
effectively fixes the Company's borrowing cost at 5.75% plus the Company's LIBOR
borrowing spread on $40.0 million of the Company's  amended and restated line of
credit borrowings. The interest rate swap agreement expires in February 2002.


     Substantially  all of the  Company's  accounts  receivable,  inventory  and
general  intangibles  are pledged as  collateral  for the  amended and  restated
revolving line of credit. In addition,  substantially all of the Company's owned
real estate assets were provided as additional collateral in connection with the
term loan. Availability is limited to 85.0% of eligible accounts receivable plus
60.0% of eligible  inventory,  with these  percentages  subject to change at the
permitted discretion of the agent for the lenders.


                                      21


<PAGE>22



                          WICKES INC. AND SUBSIDIARIES

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------   ----------------------------------------------------------


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

Interest Rate Risk
------------------

     On  December  13,  2000 the Company  entered  into an amended and  restated
credit  agreement with its existing bank group to provide the funds necessary to
complete  the   redemption  of  a  portion  of  the  Company's   11-5/8%  Senior
Subordinated  Notes due 2003. The amended and restated credit  agreement,  among
other things,  increased the total  commitment  to $251.7  million,  removed the
seasonal  reduction in borrowing  capacity  provided for in the previous  credit
agreement,  increased both the base rate and LIBOR based borrowing spreads,  and
extended the final maturity of the revolving  credit agreement to June 30, 2005.
A portion of the credit  facility  was  provided as a one-time  term loan in the
principal  amount of $51.7 million that requires  quarterly  principal  payments
beginning on March 31, 2001.  Interest on amounts  outstanding under the amended
and restated  revolving  line of credit bear interest at a spread of 0.75% above
the base rate of Fleet  National  (8.50% at March 31,  2001) or 2.50%  above the
applicable  LIBOR rate (5.13% at March 31, 2001).  Depending  upon the Company's
rolling  four-quarter  interest  coverage  ratio  and  unused  availability,  as
defined,  amounts outstanding will bear interest at a spread above the base rate
from 0.0% to 0.75% or from 2.00% to 2.75% above the  applicable  LIBOR rate.  At
March 31, 2001,  the Company had  designated  $6.7 million and $100.0 million as
base rate and LIBOR borrowings,  respectively.  The amount outstanding under the
term loan portion,  $49.5 million, bears interest at a spread of 3.00% above the
applicable LIBOR rate.

     The  Company  has  entered  into  an  interest  rate  swap  agreement  that
effectively fixes the Company's borrowing cost at 5.75% plus the Company's LIBOR
borrowing  spread on $40.0  million of the  Company's  term loan  portion of its
borrowings. The interest rate swap agreement expires in February 2002.

     Based on the  Company's  average  borrowings  under  its  revolving  credit
agreements  during  2001,  including  amounts  outstanding  under  the term loan
portion  and net of the impact of the  interest  rate swap  agreement  described
above,  a  hypothetical  25 basis point  movement in the base rate or LIBOR rate
would  result in an  approximate  $269,000  annualized  increase  or decrease in
interest expense.

     The fair value of the  Company's  outstanding  11 5/8% Senior  Subordinated
Notes was $40.9 million at March 31, 2001 and $38.3  million  December 30, 2000.
Assuming a hypothetical 100 basis point decrease in the yield to maturity of the
outstanding notes at March 31, 2001, the fair value of the fixed rate debt would
have increased by $0.7 million.

                                      22
<PAGE>23



Commodity Price Risk
--------------------

     The Company enters into lumber futures  contracts as a hedge against future
lumber  price  fluctuations.  All futures  contracts  are  purchased  to protect
long-term  pricing  commitments on specific  future  customer  purchases.  While
lumber futures  contracts are entered on a risk management  basis, the Company's
hedge  positions  could show a net gain or loss  depending on prevailing  market
conditions.  At December  30, 2000 the Company had 41 lumber  futures  contracts
outstanding with a total contract value of $839,000 and a net unrealized loss of
$106,000.  At  March  31,  2001  the  Company  had 3  lumber  futures  contracts
outstanding  with a total  contract  value  of  $80,000  and an  immaterial  net
unrealized gain. These contracts all mature in July 2001.

     For additional  discussion,  reference is made to information  contained in
Item 7A,  Quantitative and Qualitative  Disclosures  About Market Risk, filed as
part of the Company's Form 10-K as of December 30, 2000.


                                      23

<PAGE>24


                                     PART II
                                     -------
                                OTHER INFORMATION
                                -----------------


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

          (a)  Exhibits

               4.1 First Amendment to the Amended and Restated Credit  Agreement
               dated  December  13,  2000  among the  Registrant,  Fleet  Retail
               Financial  Inc,  and Bank of  America,  N.A.  as  agents  and the
               lenders set forth therein.


          (b)  Reports on Form 8-K

               The  Company  filed a current  report on Form 8-K on  February 6,
               2001  reporting  the  results of a tender  offer for its 11 -5/8%
               Senior Subordinated Notes due 2003.


                                      24
<PAGE>25



                                   SIGNATURES

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

                                        WICKES INC.




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



                               By:      /s/ James A. Hopwood
                                        --------------------
                                        James A. Hopwood
                                        Chief Financial Officer


Date:  May 15, 2001






















                                       25