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 27, 1999     Number  0-22468
                               --------------             -------

                         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 30, 1999, the Registrant had 8,214,776 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 27, 1999 and December 26, 1998 (unaudited)       3

      Condensed Consolidated Statements of Operations
       For the three months ended March 27, 1999 and
       March 28, 1998 (Unaudited)                             4

      Condensed Consolidated Statements of Cash Flows
       For the three months ended March 27, 1999 and
       March 28, 1998 (Unaudited)                             5

      Notes to Condensed Consolidated
       Financial Statements (Unaudited)                       6

   Item 2. Management's Discussion and Analysis of Financial
            Condition and Results of Operations              11


PART II.  OTHER INFORMATION

   Item 1. Legal Proceedings                                 21

   Item 5. Other Information                                 21

   Item 6. Exhibits and Reports on Form 8-K                  21

</TABLE>

                                     2


<PAGE> 3

                       WICKES INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                (UNAUDITED)
                     (in thousands except share data)
<TABLE>
<CAPTION>
                                                         March 27,    December 26,
                                                           1999            1998
                                                        ----------     ----------
               ASSETS
<S>                                                     <C>            <C>
Current assets:
 Cash                                                    $     65       $     65
 Accounts receivable, less allowance for doubtful
     accounts of $4,524 in 1999 and $4,393 in 1998         86,769         92,926
 Notes receivable                                             863          1,095
 Inventory                                                127,597        103,716
 Deferred tax asset                                        10,582          8,857
 Prepaid expenses                                           3,298          3,652
                                                          -------        -------
  Total current assets                                    229,174        210,311
                                                          -------        -------

 Property, plant and equipment, net                        46,679         45,830
 Trademark (net of accumulated amortization of
  $10,552 in 1999 and $10,496 in 1998)                      6,468          6,523
 Deferred tax asset                                        17,205         17,205
 Rental equipment (net of accumulated depreciation
  of $684 in 1999 and $572 in 1998)                         1,866          1,883
 Other assets (net of accumulated amortization of
  $9,905 in 1999 and $9,502 in 1998)                       12,808         10,998
                                                          -------        -------
    Total assets                                         $314,200       $292,750
                                                          =======        =======

   LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
 Current maturities of long-term debt                    $     10       $     16
 Accounts payable                                          63,429         54,017
 Accrued liabilities                                       18,620         20,142
                                                          -------        -------
 Total current liabilities                                 82,059         74,175
                                                          -------        -------

Long-term debt, less current maturities                   208,751        191,961
Other long-term liabilities                                 2,988          2,952
Commitments and contingencies (Note 4)

Stockholders' equity:
 Preferred stock (no shares issued)
 Common stock (8,210,947 shares issued and
  outstanding in 1999 and 8,207,268 shares                                  
  issued and outstanding in 1998)                              82             82
 Additional paid-in capital                                86,803         86,787
 Accumulated deficit                                      (66,483)       (63,207)
                                                          -------        -------
    Total stockholders' equity                             20,402         23,662
                                                          -------        -------
Total liabilities & stockholders' equity                 $314,200       $292,750
                                                          =======        =======
</TABLE>

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

                                     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 27,     March 28,
                                                           1999          1998
                                                        ---------     ---------
<S>                                                    <C>           <C> 
Net sales                                              $ 191,110     $ 168,746
Cost of sales                                            145,203       127,763
                                                         -------       -------
  Gross profit                                            45,907        40,983
                                                         -------       -------

Selling, general and administrative expenses              44,643        40,595
Depreciation, goodwill and trademark amortization          1,432         1,266
Provision for doubtful accounts                              448         1,333
Restructuring and unusual items                                -         5,431
Other operating income                                      (889)       (2,386)
                                                         -------       -------
                                                          45,634        46,239
                                                         -------       -------

  Income (loss) from operations                              273        (5,256)

Interest expense                                           5,302         5,422
                                                         -------       -------
  Loss before income tax benefit                          (5,029)      (10,678)

Provision for income tax benefit                          (1,753)       (3,879)
                                                         -------       -------

  Net loss                                             $  (3,276)    $  (6,799)
                                                         =======       =======

Basic and diluted loss per common share                $   (0.40)    $   (0.83)
                                                         =======       =======

Weighted average common shares - for basic & diluted   8,210,179     8,181,850
                                                       =========     =========

</TABLE>
                                                     
 The accompanying notes are an integral part of the condensed consolidated
                           financial statements.
                                     
                                     
                                     4
                                     
                                     
<PAGE> 5

                       WICKES INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (UNAUDITED)
                              (in thousands)
<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                           ------------------
                                                         March 27,     March 28,
                                                           1999          1998
                                                        ----------    ----------
<S>                                                    <C>           <C>
Cash flows from operating activities:
   Net loss                                            $  (3,276)    $  (6,799)
 Adjustments to reconcile net loss to
        net cash used in operating activities:
 Depreciation expense                                      1,315         1,149
 Amortization of trademark                                    56            56
 Amortization of goodwill                                     61            61
 Amortization of deferred financing costs                    342           538
 Provision for doubtful accounts                             448         1,333
 Gain on sale of assets                                      (29)       (1,399)
 Deferred tax benefit                                     (1,725)       (4,166)
 Changes in assets and liabilities:
  Decrease in accounts receivable                          5,709         5,630
  Decrease in notes receivable                               232         2,138
  Increase in inventory                                  (23,881)      (11,959)
  Increase in accounts payable, accrued liabilities
     and other long term liabilities                       7,926         8,099
  Increase in other assets                                (1,954)         (491)
                                                         -------       -------

NET CASH USED IN OPERATING ACTIVITIES                    (14,776)       (5,810)
                                                         -------       -------
Cash flows from investing activities:
 Purchases of property, plant and equipment               (2,102)         (799)
 Proceeds from sales of property, plant and equipment         78         2,724
                                                         -------       -------

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES       (2,024)        1,925
                                                         -------       -------
Cash flows from financing activities:
 Net borrowings under revolving line of credit            16,790         3,877
 Reductions of note payable                                   (6)          (15)
 Net proceeds from issuance of common stock                   16            16
                                                         -------       -------

NET CASH PROVIDED BY FINANCING ACTIVITIES                 16,800         3,878
                                                         -------       -------

NET DECREASE IN CASH                                           -            (7)
Cash at beginning of period                                   65            79
                                                         -------       -------

CASH AT END OF PERIOD                                  $      65     $      72
                                                         =======       =======
Supplemental schedule of cash flow information:
 Interest paid                                         $   1,794     $   2,159
 Income taxes paid                                     $     217     $      82

</TABLE>

 The accompanying notes are an integral part of the condensed consolidated
                           financial statements.
                                     
                                     5


<PAGE> 6

                        WICKES INC. AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



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
consolidated 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 building professionals  and  do-it-
yourself  customers, primarily in the Midwest, Northeast, and  South.   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  condensed  consolidated balance sheet as of March  27,  1999,  the
condensed   consolidated  statements  of  operations  and   the   condensed
consolidated  statements  of cash flows for the three-month  periods  ended
March 27, 1999 and March 28, 1998 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 March 27, 1999  and  for
all  periods  presented  have been made. The results  for  the  three-month
period  ended March 27, 1999 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 26, 1998, filed with the Securities and  Exchange
Commission.

  Share Data
  ----------
    The Company issued 3,679 shares of Common Stock to members of its board
of directors as compensation during the three-months ended March 27, 1999.


2.  LONG-TERM DEBT
-------------------
    Long-term  debt  is comprised of the following at March  27,  1999  (in
thousands):
<TABLE>
        <S>                                    <C>
         Revolving line of credit              $  108,751
         Senior subordinated notes                100,000
         Other                                         10
         Less current maturities                      (10)
                                                  -------
         Total long-term debt                  $  208,751
                                                  =======

</TABLE>

                                     6


<PAGE> 7                                     

                       WICKES INC. AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     
    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 March 27, 1999 was $33.9 million.

    On  February  17, 1999 the Company entered into a new revolving  credit
agreement  with a group of financial institutions.  The new revolving  line
of  credit  provides for up to $160 million of revolving credit  loans  and
credits.


3.  INCOME TAXES
-----------------
    The  provision for income taxes for the three-month period ended  March
27,  1999  was  a  benefit of $1.8 million compared to a  benefit  of  $3.9
million  for  the  three-month period ended March 28, 1998.   An  effective
federal  and  state income tax rate of 40.5% was used to  calculate  income
taxes  for the first three months of 1999, compared with an effective  rate
of  39.0%  for the first three months of 1998. In addition to the effective
income  tax rate, state franchise taxes were calculated separately and  are
included in the provision reported.


4.  COMMITMENTS AND CONTINGENCIES
---------------------------------
    At  March  27,  1999,  the Company had accrued  approximately  $152,000
(included  in  accrued liabilities at March 27, 1999)  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
four years.  The Company has currently reserved $60,000 for estimated clean-
up costs at 15 of its locations.


                                     7

<PAGE> 8

                       WICKES INC. AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

    The Company has been identified as having used two landfills which  are
now Superfund clean-up sites, for which it has been requested to reimburse
a  portion  of  the clean-up costs.  Based on the amounts claimed  and  the
Company's  prior  experience,  the Company has  established  a  reserve  of
$45,000 for these matters.

    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 expected to be minimal.

    The Company is one of many defendants in approximately 100 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 16 similar actions for  insignificant
amounts, and another 186 of these actions have been dismissed.  As of April
30, 1999 none of these suits have made it to trial.

    Losses  in  excess of the $152,000 reserved as of March  27,  1999  are
possible but an estimate of these amounts cannot be made.

    On  November  3, 1995, a complaint styled Morris Wolfson v.  J.  Steven
                                              -----------------------------
Wilson, Kenneth M. Kirschner, Albert Ernest, Jr., Claudia B. Slacik, Jon F.
---------------------------------------------------------------------------
Hanson, Robert E. Mulcahy, Frederick H. Schultz, Wickes Lumber Company  and
---------------------------------------------------------------------------
Riverside  Group, Inc. was filed in the Court of Chancery of the  State  of
----------------------
Delaware  in and for New Castle County (C.A. No. 14678).  As amended,  this
complaint alleged, among other things, that the sale by the Company in 1996
of 2 million newly-issued shares of the Company's Common Stock to Riverside
Group,  Inc., the Company's largest stockholder, was unfair and constituted
a  waste of assets and that the Company's directors in connection with  the
transaction breached their fiduciary duties.  In March 1999, by stipulation
among the parties, this complaint was dismissed without prejudice.

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

    The Company's assessment of the matters described in this note and other
forward-looking statements in this Form 10-Q are made pursuant to the safe

                                     8
                                     
<PAGE> 9

                       WICKES INC. AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

harbor  provisions of the Private Securities Litigation Reform Act of  1995
("Forward-Looking Information") and are inherently subject to  uncertainty.
The  outcome  of  the matters 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,  the  Company's ability to prevail against  its  insurers  with
respect to coverage issues to date, the financial ability of those insurers
and  other persons from whom the Company may be entitled to indemnity,  and
the unpredictability of matters in litigation.


5.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
---------------------------------------------
    Statement  of  Financial Accounting Standards No. 133, "Accounting  for
Derivative Instruments and Hedging Activities," standardizes the accounting
for  derivative instruments by requiring that all derivatives be recognized
as  assets  and liabilities and measured at fair value.  The  statement  is
effective  for  fiscal years beginning after June 15,  1999.   The  Company
believes adoption of the statement will not have a material effect  on  its
financial statements.


6.  EARNINGS PER SHARE
----------------------
    The  Company calculates earnings per share in accordance with Statement
of   Financial  Accounting  Standards  No.  128.   The  following  is   the
reconciliation of the numerators and denominators of the basic and  diluted
earnings per share:
<TABLE>
<CAPTION>
                                            Three Months Ended
                                            ------------------
                                           March 27,    March 28,
                                             1999         1998
                                          ----------   ----------
<S>                                      <C>          <C>                             
Numerators:
  Net loss - for basic and
     diluted EPS                         $(3,276,000) $(6,799,000)
                                          ----------   ----------
Denominators:
  Weighted average common
     shares - for basic EPS                8,210,179    8,181,850
     Common share from warrants                    -        5,375
     Common shares from options               65,933            -
                                          ----------   ----------
  Weighted average common
     shares - for diluted EPS              8,276,112    8,187,225

</TABLE>

                                     9


<PAGE> 10

                       WICKES INC. AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In  periods where net losses are incurred, diluted weighted average  common
shares  are not used in the calculation of diluted EPS as it would have  an
anti-dilutive effect on EPS.  In addition, options to purchase 379,732  and
668,283 weighted average shares of common stock during the first quarter of
1999  and 1998, respectively,  were not included in the diluted EPS as  the
options' exercise prices were greater than the average market price.


7.  RESTRUCTURING
-----------------
    During the first quarter of 1998 the Company implemented a restructuring
plan  which  resulted in the closing or consolidation of  eight  sales  and
distribution and two manufacturing facilities in February, the sale of  two
sales  and  distribution  facilities in March, and  further  reductions  in
headquarters staffing.  As a result of the 1998 Plan, the Company  recorded
a  restructuring  charge of $5.4 million in the first  quarter.   The  $5.4
million charge included $3.7 million in estimated losses on the disposition
of  closed  facility assets and liabilities, $2.0 million in severance  and
postemployment benefits related to the 1998 plan, and a benefit of $300,000
for adjustments to prior years' restructuring accruals.


8.  SUBSEQUENT EVENTS
----------------------
    On  March  29,  1999, the Company announced the acquisition  of  Porter
Building  Products, a building components manufacturer  based  in  Delaware
with  1998  reported  sales  of $10.8 million.   Porter  Building  Products
produces  roof trusses, floor trusses, and wall panels and has  served  the
builders  in  the Delaware, eastern Pennsylvania, southern New  Jersey  and
northern Maryland markets for more than 20 years.

                      
                                    10


<PAGE> 11

       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 26, 1998.

                           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>
<cation>
                                  Three Months Ended
                                  ------------------
                                March 27,     March 28,
                                  1999          1998
<S>                             <C>           <C>                                            
Net sales                        100.0%        100.0%
Gross profit                      24.0%         24.3%
Selling, general and                     
  Administrative expense          23.4%         24.1%
Depreciation, goodwill and               
  Trademark amortization           0.8%          0.7%
Provision for doubtful             0.2%          0.8%
accounts
Restructuring and unusual items      -           3.2%
Other operating income            (0.5)%        (1.4)%
Income from operations             0.1%         (3.1)%

</TABLE>

Net Earnings
------------
   The Company's first quarter has historically 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  1999 were  relatively  close  to  seasonal
averages,  whereas  in  the  first quarter of 1998  the  Company's  largest
region, the Midwest, experienced a very mild winter.  The first quarter  of
1999  had  favorable economic conditions for the building materials  supply
industry, single family housing starts were up 14.2% over the first quarter
of 1998.

                                    11


<PAGE> 12

    Net  loss  for  the  three months ended March 27, 1999  was  $3,276,000
compared  with  a loss of $6,799,000 for the three months ended  March  28,
1998.  The reduction in the net loss is primarily the result of there being
no  charge for restructuring and unusual items during the first quarter  of
1999,  increased  sales and gross profit, and reductions in  provision  for
doubtful  accounts  and  interest expense.  The positive  impact  of  these
changes  were  partially  offset  by  increases  in  selling,  general  and
administrative ("SG&A") expense and depreciation and a reduction  in  other
operating income.


                Three Months Ended March 27, 1999 Compared
                ------------------------------------------
                with the Three Months Ended March 28, 1998
                ------------------------------------------

Net Sales
---------
    Net  sales  for  the first quarter of 1999 increased  13.3%  to  $191.1
million  from  $168.7 million for the first quarter of  1998.   Same  store
sales  increased 15.1% compared with the same period last year. Same  store
sales  to  the  Company's primary customers, building  professionals,  also
increased  16.5%  when compared with the first quarter of  1998.   Consumer
same  store sales decreased by 3.1% for the quarter.  As of March 27,  1999
the Company operated 101 sales and distribution facilities, the same number
it   operated  at  the  end  of  the  first  quarter  of  1998.   Sales  of
approximately $4.0 million were recorded, in January of 1998,  for  the  10
sales and distribution facilities that were sold or closed during the first
quarter  of  1998.  The Company estimates that deflation in  lumber  prices
reduced total sales for the quarter by approximately $1.3 million, compared
with the 1998 comparable period.


    The Company believes that the sales increase results primarily from its
recent   investments  in  its  target  major  market  and   re-merchandised
conventional market sales and distribution facilities, as well as favorable
economic conditions.  Same store sales increased 16% in the Company's  nine
target  major markets, while same store sales increased 14.4% in the eleven
conventional market building centers the Company remerchandised during 1997
and  1998.  Single family housing starts were 14.2% higher, nationally,  in
the  first quarter of 1999 than in the comparable period of 1998.   In  the
Company's  primary geographical market, the Midwest, single family  housing
starts were 10.7% higher.


                                    12


<PAGE> 13

Gross Profit
------------
    1999  first quarter gross profit increased to $45.9 million from  $41.0
million for the first quarter of 1998, a 12.0% increase.  Gross profit as a
percentage of sales decreased to 24.0% for the first quarter of  1999  from
24.3%  in  1998.  The decrease in gross profit as a percentage of sales  is
primarily   attributable  to  increased  percent  of  sales   to   building
professionals, rising lumber prices and the expansion of the the  Company's
installed sales programs,  partially offset by increased margins on internally
manufactured products.   Sales  to  building professionals  as  a  percentage
of  sales increased to 91.6% in the first quarter of 1999 compared with 89.6%
in 1998.  Lumber and building materials accounted for 88.1% of sales in the
first quarter of 1999, compared with 87.4% for the first quarter of 1998.


Selling, General and Administrative Expense
-------------------------------------------
    SG&A  expense decreased to 23.4% of net sales in the first  quarter  of
1999  compared with 24.1% of net sales in the first quarter of 1998.   Much
of  the  decrease  is attributable to operating leverage  achieved  through
increased sales volume, expense reductions achieved as a result of the 1998
first  quarter restructuring and reduced spending on major market expansion
programs in 1999.

    Decreases  as  a percentage of sales in salaries, wages  and  benefits,
employee  relocation and equipment rental expense were partially offset  by
increases   in  professional  fees,  marketing  and  maintenance   expense.
Salaries, wages and employee benefits decreased as a percentage of sales by
0.6%.  As of March 27, 1999, the Company had 3,907 full time and part  time
employees, an increase of 10.1% from March 28, 1998.


Depreciation, Goodwill and Trademark Amortization
-------------------------------------------------
    Depreciation,  goodwill and trademark amortization  increased  to  $1.4
million  for the first quarter of 1999 compared with $1.3 million  for  the
same period in 1998.  This increase is primarily due to depreciation on two
component manufacturing facilities acquired since the first quarter of 1998
as  well  as  capital additions as a result of the Company's  major  market
program.


Provision for Doubtful Accounts
-------------------------------
    The  provision for doubtful accounts decreased to $0.4 million for  the
first quarter of 1999 from $1.3 million in the first quarter of 1998.   The
primary  reasons  for  the  decrease  are  improved  delinquency  on   1999
outstanding accounts and increased expense in the first quarter of 1998  as
a result of the delinquency of a major account.


                                    13
                                     
<PAGE> 14

Restructuring and Unusual Items
-------------------------------
    In  February of 1998, the Company announced and completed  a  plan  for
additional   restructuring  activities,  which  included  the  closing   or
consolidation  of  eight  building centers and two component  manufacturing
facilities  in  February, the sale of two additional  building  centers  in
March,  and  further  reductions  in headquarters  staffing.   The  Company
recorded  a  restructuring  charge of $5.4  million,  which  included  $3.7
million  in  anticipated losses on the disposition of closed center  assets
and  liabilities,  $2.0 million in severance and post  employment  benefits
related  to  the  1998 Plan, and a benefit of $300,000 for  adjustments  to
prior  years'  restructuring accruals.  No restructuring or  unusual  items
were recorded in the first quarter of 1999.


Other Operating Income
----------------------
    Other  operating income for the first quarter of 1999 was $0.9  million
compared with $2.4 million for the first quarter of 1998.  During the first
quarter  of  1999  the  Company did not sell any  excess  real  estate  and
recorded  gains  of only $29,000 on the sale of excess equipment.   In  the
first  quarter  of  1998, the Company recorded gains of approximately  $1.4
million  on  the  sale of its two Iowa centers, two other  closed  building
centers, and excess equipment.  The Company also recorded less income as  a
result of service charges collected on delinquent accounts receivable as  a
result of improved delinquency in the first quarter of 1999.


Interest Expense
----------------
    In the first quarter of 1999 interest expense decreased to $5.3 million
from  $5.4  million  during the first quarter of 1998, resulting  primarily
from a decrease in the effective borrowing rate on total long term debt  of
approximately 24 basis points, partially offset by an increase  in  average
total  long term debt of approximately $7.9 million.  The decrease  in  the
effective  borrowing rate is primarily due to a reduction in interest  rate
on  the Company's revolving line of credit as a result of decreases in  the
average prime and LIBOR rates as well as a 25 basis point reduction in  the
Company's  borrowing spreads,  effective  with the  Company's new revolving
credit agreement in February of 1999.  Approximately 87% of the Company's
first quarter  average  borrowings on its revolving credit facility  were
LIBOR-based.

                                    14

<PAGE> 15

Provision for Income Tax Benefit
--------------------------------
   The Company recorded an income tax benefit of $1.8 million for the first
quarter  of  1999  compared with a benefit of $3.9  million  in  the  first
quarter  of 1998.  An effective federal and state income tax rate of  40.5%
was  used to calculate income taxes for the first quarter of 1999, compared
with an effective rate of 39.0% for the first quarter of 1998.  In addition
to  the  effective income tax rate, state franchise taxes  were  calculated
separately and are included in the provision reported for both years.

   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, 1997,  and  1998
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  made  pursuant to the safe harbor provisions  of  the  Private
Securities  Litigation  Reform Act of 1995 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.


Recently Issued Accounting Pronouncements
-----------------------------------------
    Statement  of  Financial Accounting Standards No. 133, "Accounting  for
Derivative Instruments and Hedging Activities," standardizes the accounting
for  derivative instruments by requiring that all derivatives be recognized
as  assets  and liabilities and measured at fair value.  The  statement  is
effective  for  fiscal years beginning after June 15,  1999.   The  Company
believes adoption of the statement will not have a material effect  on  its
financial statements.


Year 2000
---------
    The  Year  2000  problem relates to the inability of  certain  computer
programs and computer hardware to properly handle dates after December  31,
1999.   As  a  result  businesses may be at risk  for  miscalculations  and
systems failures.

    In response to the Year 2000 issue, the Company initiated a project  in
early  1997  to  identify, evaluate and implement changes to  its  existing
computerized business systems.  An inventory was developed of all items  of
concern  including vehicles, manufacturing equipment, and security, heating
and  electrical  systems.   Upon completion of the  inventory  a  plan  was
developed  to  evaluate  the  importance  of  each  item,  the  remediation
necessary to  make  the  item  compliant (either modification  or  replacement),
the resources  necessary  to complete the remediation, and  a  time  frame  for
completion.   The  plan  was  then  reviewed  by  an  outside   party   for
completeness.  The plan also includes the steps the Company  is  taking  to
ensure  it  is not at risk for problems that may occur at its suppliers  or
customers.  The  Company has surveyed its customers, suppliers,  and  other
service  providers  to  determine whether they  are  actively  involved  in

                                     15

<PAGE> 16
         
projects  to ensure that their products and business systems will  be  Year
2000  compliant.   Management is currently reviewing  their  responses  and
evaluating alternatives for those that are not sufficiently addressing  the
Year 2000 issue.

    The  Company is addressing its software, hardware, and equipment issues
through a combination of modifications to existing programs and conversions
to  Year 2000 compliant software and equipment.  The Company believes  that
it   is   currently  90%  complete  with  hardware  and  equipment  related
remediation   or  replacement  efforts,  and  70%  complete   in   software
remediation or replacement.  The Company's plan is to be totally  compliant
by  September of 1999.  Certain systems, which have critical dates prior to
September,  are  scheduled  for  earlier  completion  dates  or  have  been
completed.   At  the present time the remediation process is proceeding  as
planned and there are no significant delays expected.

    The estimated total cost of the project is expected to be $2.7 million.
$500,000 of this cost is for the replacement of systems and equipment which
was accelerated due to the Year 2000 problem, and which will be capitalized
over  the systems estimated useful life.  Through March of 1999 the Company
has expended a total of $1.3 million on Year 2000 remediation.

   If  modifications and conversions, by the Company and those it  conducts
business  with,  are not made in a timely manner, the Year 2000  issue  may
have  a  material  adverse  effect  on the  Company's  business,  financial
condition, and results of operations.  The Company's greatest risk at  this
time  is  with its store operating and accounts receivable systems and  its
inventory  suppliers.   If  the store operating  system  has  problems  the
Company  could experience disruption in its basic distribution  operations.
A  problem  with the Company's accounts receivable system could cause  some
short  term  working  capital and cash flow problems  until  the  issue  is
resolved.   While  the Company has extended efforts to  receive  assurances
that  its  product  suppliers  are adequately addressing  this  issue,  the
Company  expects there will be some minimal interruptions in  replenishment
from  some  suppliers,  but  these  should  be  addressed  quickly  through
alternative sources.

   The  Company  has  evaluated each problem area for  various  contingency
responses to mitigate any disruption should remediation be incomplete.   At
present senior management is reviewing critical items to ensure there is at
least  one  workable  alternative to each of its  key  processes  including
inventory  replenishment,  sales  and  accounts  receivable,  payroll,  and
manufacturing  and  delivery  equipment.   Milestones  for  completion   of
critical systems are being closely monitored to minimize the chances of a Year
2000 failure in the key processes.  In addition, a plan is being developed  to
produce  backup documents and reports, of critical information, at December
31, 1999 and for process and system testing to occur on January 1 and 2, to
identify and address any unforeseen issues prior to the opening of business
on January 3.

                                     16

<PAGE> 17

   The  most reasonably likely worst case scenario for a Year 2000  failure
would  involve a brief interruption of the Company's primary field  systems
application.  Given the high level of in-house expertise in the development
and  maintenance of this system, the expectation is that any  such  failure
would  involve  at worst a several day delay in processing.    The  Company
has,  and  will continue to spend a great deal of resources to ensure  that
this  system is compliant and will not be impacted by a Year 2000  failure.
As  a  contingency for a failure scenario, though, the Company has arranged
for  the  printing of key documents (sales orders scheduled  for  the  next
week,  special  orders  placed with suppliers, pricing  masters,  etc.)  on
December 31, at each location, which would allow the operations to continue
to operate, on a manual basis, for at least two weeks before there would be
a  serious  impairment  to  the business.  In  addition,  key  systems  and
operating  staff will be brought in on January 1 and 2, days on  which  the
operating facilities are scheduled to be closed, to perform system  testing
of  the  field  applications and check operating equipment,  utilities  and
other systems. The Company can and has applied program changes to all sales
and distribution facilities in a matter of hours.


                                    17


<PAGE> 18

                      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 1999 net  cash  used  in  operating
activities was $14.8 million, $9.0 million more than the $5.8 million  used
in  the  first  quarter  of  1998.  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  1999 increased $11.9 million when compared to the end  of  the
first  quarter of 1998, an increase of 16.0%.  This increase is the  result
of  increased credit sales in March of 1999, when compared with March 1998,
of  approximately  $17.3  million partially offset  by  approximately  $3.9
million in insurance and real estate escrow receivables at the end  of  the
first quarter of 1998, that have since been collected.

    Inventory at the end of the first quarter of 1999 was $12.9 million, or
11.3%,  higher than at the end of the first quarter of 1998.  This increase
is  largely  attributable to the additional inventory necessary to  support
the  13.3%  increase in first quarter sales.  Roofing, plywood, insulation,
and  doors  and  windows  account  for $7.9  million  of  the  increase  in
inventory.   Accounts  payable at the end of  the  first  quarter  of  1999
increased  approximately $14.4 million, or 29.4% from the first quarter  of
1998.   The  increase is primarily attributable to the  increase  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 may also from time to time  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  1999 the Company spent $2.1 million on capital expenditures  as
compared to $0.8 million for the same period in 1998.  The Company  expects
to  spend  approximately $7.0 million for all of 1999.  Under the Company's
new  bank revolving credit agreement, capital expenditures during 1999  are
limited  to  $8.5  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.

                                    18
                                     

<PAGE> 19

    In  January of 1999, the Company acquired the assets of a   wall  panel
manufacturer located in Cookeville, Tennessee and at the end of  March  the
Company acquired the assets of Porter Building Products, a manufacturer  of
trusses  and  wall panels, located in Bear, Delaware.  At May 1,  1999  the
Company  operated  101  sales and distribution  centers  and  14  component
manufacturing   facilities  compared  with  101  sales   and   distribution
facilities and 10 component manufacturing facilities at May 1,  1998.   The
following  table reconciles the number of sales and distribution facilities
and component manufacturing facilities operated by the Company, through May
1, 1999:

                                  Sales and       Component
                                 Distribution   Manufacturing
                                  Facilities      Facilities
                                  ----------      ----------
As of December 26, 1998              101              12

   Expansion                           -               -
   Acquisition                         -               2
   Closings                            -               -
   Consolidation                       -               -
                                    ----            ----
As of May 1, 1999                    101              14
                                    ====            ====

    The Company maintained excess availability under its revolving line  of
credit throughout the first three months of 1999.  At the end of the  first
quarter  total  borrowings under the revolving line of  credit  were  $11.8
million  higher  than at the end of the first quarter of 1998.   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 27, 1999, $108.8
million  was outstanding under the Company's revolving line of credit,  and
the  unused  availability was approximately $33.9 million.   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  February  17, 1999 the Company entered into a new revolving  credit
agreement  and  repaid  all  indebtedness  under  and  terminated  its  old
revolving  credit agreement.  Among other things, the changes  between  the
old  agreement and this new agreement include (i) an initial 25 basis point
reduction  in  the Company's LIBOR and prime borrowing rates to  200  basis
points  over  LIBOR and 50 basis points over prime, and further  provisions
for additional decreases in the borrowing rate if certain interest coverage
levels are achieved, (ii) an increase in the maximum credit line from  $130
million  to $160 million, (iii) a decrease in the unused line fee  from  50
basis  points  to  25 basis points, (iv) elimination of  the  fixed  charge
coverage requirement, (v) extension of the term of the agreement to June of
2003, (vi) increases, subject to the permitted discretion of the agent  for
the lenders,  in the percent of eligible accounts receivable to 85% from a



                                    19


<PAGE> 20

range between 80% and 85% and the percent of eligible inventory to 60% from
a range between 50% and 60%.  Covenants under the new agreement do require,
among other things, that the Company maintain unused availability under the
new  revolving line of credit of at least $15 million (subject to  increase
in  certain circumstances) and maintain certain levels of tangible  capital
funds.

    In  conjunction  with the new revolving credit agreement,  the  Company
terminated its interest rate swap agreement and entered into a new interest
rate swap agreement. This new agreement effectively fixed the interest rate
at  7.75%, reduced  from 8.11%  under  the  old agreement, for three years,
on $40  million  of  the Company's  borrowings  under its floating rate
revolving  line  of  credit.  Unlike  the prior agreement, this interest rate
swap has no provisions for termination based on changes in the 30-day LIBOR
borrowing rate.



                                    20
                                     
         

<PAGE> 21

                            PART II
                       OTHER INFORMATION


Item 1.   Legal Proceedings
---------------------------
      In  March  1999, by stipulation among the parties, the action  styled
Morris  Wolfson  v. J. Steven Wilson, Kenneth M. Kirschner, Albert  Ernest,
---------------------------------------------------------------------------
Jr.,  Claudia  B.  Slacik, Jon F. Hanson, Robert E. Mulcahy,  Frederick  H.
---------------------------------------------------------------------------
Schultz,  Wickes  Lumber Company and Riverside Group,  Inc.  was  dismissed
-----------------------------------------------------------
without prejudice.



Item 5.   Other Information
---------------------------
      On  March  29, 1999, the Company announced the acquisition of  Porter
Building  Products, a building components manufacturer  based  in  Delaware
with  1998  reported  sales  of $10.8 million.   Porter  Building  Products
produces  roof trusses, floor trusses, and wall panels and has  served  the
builders  in  the Delaware, eastern Pennsylvania, southern New  Jersey  and
northern Maryland markets for more than 20 years.


Item 6.   Exhibits and Reports on Form 8-K
------------------------------------------
     (a)  Exhibits

          27.1 Financial data schedule (SEC use only).

     (b)  Reports on Form 8-K

          None.


                                    21



<PAGE> 22

                           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
                              (Principal Executive and Financial Officer)



                         By:  /s/ John M. Lawrence
                              --------------------
                              John M. Lawrence
                              Controller and Principal Accounting
                              Officer


Date:  May 10, 1999





                                    22