SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549

                                    FORM 10-Q

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


                                                                 Commission File
For the Quarterly Period Ended       September 27, 2003          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


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act) Yes  No X

As of October 31, 2003, the Registrant had 8,307,985 shares of Common Stock, par
value $.01 per share outstanding.


<PAGE>2

<TABLE>


                          WICKES INC. AND SUBSIDIARIES

                                      INDEX

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

PART I.              FINANCIAL INFORMATION

    Item 1.          Financial Statements

             Condensed  Consolidated Balance Sheets (Unaudited)  September 27,
             2003, December 28, 2002, and September 28, 2002 (As Restated)                 3


             Condensed Consolidated Statements of Operations (Unaudited) for the
             three and nine months ended September 27, 2003 and September 28,
             2002 (As Restated)                                                            4


             Condensed Consolidated Statements of Cash Flows (Unaudited) - for
             the nine months ended September 27, 2003 and September 28, 2002 (As
             Restated)                                                                     5


             Notes to Condensed Consolidated Financial Statements (Unaudited)              6


    Item 2.          Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                                  18

    Item 3.          Quantitative and Qualitative Disclosures about
                     Market Risk                                                          32

    Item 4.          Controls and Procedures                                              32

PART II.         OTHER INFORMATION

    Item 1.          Legal Proceedings                                                    33

    Item 2.          Changes in Securities and Use of Proceeds                            33

    Item 6.          Exhibits and Reports on Form 8-K                                     33


</TABLE>


<PAGE>3

                          WICKES INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
          September 27, 2003, December 28, 2002 and September 28, 2002
                        (in thousands except share data)
                                   (UNAUDITED)
<TABLE>

                                                                             September 27,      December 28,      September 28,
                                                                                 2003               2002               2002
                                                                           ----------------   ----------------   ---------------
                                     ASSETS                                                                       (As Restated,
                                                                                                                   see Note 11)

<S>                                                                        <C>                <C>                 <C>

Current assets:
    Cash                                                                   $             28   $             40   $           142
    Accounts receivable, less allowance for doubtful
     accounts of $1,884 in September 2003, $1,919 in December 2002
     and $1,379 in September 2002                                                    57,475             56,094            57,365
    Note receivable from affiliate                                                        -                  -               436
    Inventory, net                                                                   48,998             50,170            60,034
    Deferred tax assets                                                                   -              5,720             5,372
    Prepaid expenses and other assets                                                 8,177              5,619             6,774
    Assets of discontinued operations                                                     -                  -            61,677
                                                                           ----------------   ----------------   ---------------
        Total current assets                                                        114,678            117,643           191,800
                                                                           ----------------   ----------------   ---------------

Property, plant and equipment, net                                                   34,170             37,971            41,182
Trademark                                                                                 -                  -             5,856

Deferred tax assets                                                                       -             13,775            16,344
Rental equipment (net of accumulated depreciation of
     $1,453 in September 2003, $1,475 in December 2002 and
     $1,542 in September 2002)                                                          695              1,021             1,161
Goodwill                                                                                  -                  -            12,229
Other assets (net of accumulated amortization of $6,992 in September
     2003, $5,911 in 2002, and $5,750 in September 2002)                              5,910              3,577             4,192
Assets of discontinued operations                                                         -                  -            11,963
                                                                           ----------------   ----------------   ---------------
        Total assets                                                       $        155,453   $        173,987   $       284,727
                                                                           ================   ================   ===============

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
    Current maturities of long-term debt                                   $         23,373   $         28,107   $        10,800
    Accounts payable                                                                 34,530             23,824            31,807
    Accrued liabilities                                                              12,915             16,256            10,264
    Liabilities of discontinued operations                                                -                  -            29,082
                                                                           ----------------   ----------------   ---------------
      Total current liabilities                                                      70,818             68,187            81,953
                                                                           ----------------   ----------------   ---------------

Long-term debt, less current maturities                                              95,380             67,363           173,100
Other long-term liabilities                                                           2,001              2,407             2,472
Liabilities of discontinued operations                                                    -                  -               670

Stockholders' equity (deficit):
    Common stock, $0.01 par (8,307,984 at September 2003 and December
     2002 and 8,294,171 shares at September 2002 issued and outstanding)                83                  83               83
    Additional paid-in capital                                                      87,173              87,173           87,164
    Accumulated deficit                                                           (100,002)            (51,226)         (60,715)
                                                                           ---------------    ----------------   ---------------
     Total stockholders' equity (deficit)                                          (12,746)             36,030           26,532
                                                                           ---------------    ----------------   ---------------
     Total liabilties and stockholders' equity (deficit)                   $       155,453    $        173,987   $      284,727
                                                                           ===============    ================   ===============
</TABLE>

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




<PAGE>4


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

<TABLE>


                                                                            Three Months Ended             Nine Months Ended
                                                                         September 27, September 28    September 27, September 28,
                                                                             2003         2002             2003         2002
                                                                          -----------   ----------      -----------   -----------
                                                                                      (As Restated,                 (As Restated,
                                                                                       see Note 11)                  see Note 11)

<S>                                                                       <C>           <C>             <C>            <C>

Net sales                                                                $    144,061   $  153,146       $   372,715   $  449,086
Cost of sales                                                                 116,223      120,484           298,659      354,541
                                                                          -----------   ----------       -----------   ----------

    Gross profit                                                               27,838       32,662            74,056       94,545
                                                                          -----------   ----------       -----------   ----------

Selling, general and administrative expenses                                   26,380       32,116            84,737       92,472
Depreciation                                                                    1,061        1,065             2,997        3,320
Provision for doubtful accounts                                                   266          193               704          961
Store closing costs and other charges                                             570          623             5,590        2,370
Other operating income                                                           (760)        (501)           (2,043)      (2,713)
                                                                          -----------   ----------       -----------   ----------
                                                                               27,517       33,496            91,985       96,410
                                                                          -----------   ----------       -----------   ----------
    Income (loss) from continuing operations before interest and taxes            321         (834)          (17,929)      (1,865)

Interest expense                                                                3,536        2,778            10,666        8,484

                                                                          -----------    ---------       -----------   ----------
    Loss from continuing operations before income taxes                        (3,215)      (3,612)          (28,595)     (10,349)

Income tax expense (benefit)                                                      105       (1,390)           19,796       (3,750)
                                                                          -----------   ----------       -----------   ----------

    Loss from continuing operations                                            (3,320)      (2,222)          (48,391)      (6,599)

 Income (loss) from discontinued operations, net of taxes of $2,159 and
   $4,029 for the three and nine months ended in 2002                               -        3,345              (385)       6,237
                                                                          -----------   ----------       -----------   ----------

Net (loss) income                                                        $     (3,320)  $    1,123      $    (48,776) $      (362)
                                                                          ===========   ==========       ===========   ==========

Loss from continuing operations per common share-basic and diluted       $      (0.40)  $    (0.27)     $      (5.82) $     (0.80)
                                                                          ===========   ==========       ===========   ==========

 Income (loss) from discontinued operations per common share-basic       $          -   $     0.41      $     ( 0.05) $      0.75
                                                                          ===========   ==========       ===========   ==========

 Income (loss) from discontinued operations per common share-diluted     $          -   $     0.39      $     ( 0.05) $      0.74
                                                                          ===========   ==========       ===========   ==========

Net (loss) income per common share-basic                                 $      (0.40)  $     0.14      $      (5.87) $     (0.04)
                                                                          ===========   ==========       ===========   ==========

Net (loss) income per common share-diluted                               $      (0.40)  $     0.13      $      (5.87) $     (0.04)
                                                                          ===========   ==========       ===========   ==========

Weighted average common shares-basic                                        8,307,984    8,293,168         8,307,984    8,288,921
                                                                          ===========   ==========       ===========   ==========

Weighted average common shares-diluted                                      8,307,984    8,520,384         8,307,984    8,423,341
                                                                          ===========   ==========       ===========   ==========
</TABLE>

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


<PAGE>5



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

<TABLE>


                                                                          Nine Months Ended
                                                                      September 27,  September 28,
                                                                         2003            2002
                                                                   -------------   -------------
                                                                                   (As Restated,
                                                                                    see Note 11)
<S>                                                                <C>             <C>

Cash flows from operating activities:

    Net loss                                                       $     (48,776)   $       (362)
    Adjustments to reconcile net loss to
       net cash (used in) provided by operating activities:
    Loss (income) from discontinued operations                               385          (6,237)
    Depreciation                                                           3,842           4,272
    Gain on early retirement of debt                                        (879)              -
    Amortization of deferred financing costs                               1,979           1,166
    Provision for doubtful accounts                                          704             961
    Gain on sale of assets and other items                                  (159)         (1,253)
    Deferred income taxes                                                 19,495              25
    Changes in assets and liabilities, net of assets sold
       (Increase) decrease in accounts receivable                        (10,914)          3,061
       Decrease in inventory                                                 971          11,482
       Increase in accounts payable and accrued liabilities                6,959             108
       Increase in prepaids and other assets                              (2,637)         (1,998)
                                                                   -------------   -------------

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                      (29,030)         11,225
                                                                   -------------   -------------

Cash flows from investing activities:
  Purchases of property, plant and equipment                              (2,300)           (893)
  Proceeds from the sale of property, plant and equipment                  2,524           4,249
  Proceeds from sale of business                                           8,829               -
                                                                     -----------   -------------

NET CASH PROVIDED BY INVESTING ACTIVITIES                                  9,053           3,356
                                                                     -----------   -------------

Cash flows from financing activities:
    Net borrowings (repayments) under revolving line of credit            30,205         (10,596)
    Retirements of long-term debt                                         (4,980)              -
    Increase in notes receivable                                               -              (6)
    Term loan repayments                                                  (1,063)         (7,914)
    Debt issuance costs                                                   (4,197)             (6)
                                                                     -----------    ------------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                       19,965         (18,522)
                                                                     -----------    ------------

NET CASH PROVIDED BY DISCONTINUED OPERATIONS                                   -           3,930
                                                                     -----------    ------------

NET DECREASE IN CASH                                                         (12)            (11)
Cash at beginning of period                                                   40             153
                                                                     -----------    ------------

CASH AT END OF PERIOD                                              $          28   $         142
                                                                     ===========    ============

Supplemental schedule of cash flow information:
     Interest paid                                                 $       7,199   $      10,425
     Income taxes paid                                             $         704   $       1,726

</TABLE>

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



<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
consolidated subsidiaries (the "Company").  The condensed consolidated financial
statements  are prepared in  accordance  with  accounting  principles  generally
accepted  in the United  States of America,  which  require  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 those estimates.

     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  28,  2002.  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  presentation  of the  financial  results for the interim  period.  The
results of  operations  for interim  periods are not  necessarily  indicative of
results for the entire year.

     The Company has determined that it operates in one business  segment,  that
being the supply and distribution of lumber, building materials and manufactured
components to building professionals and do-it-yourself  customers,  principally
in the Midwest,  Northeast, and Southern United States. All information required
by Statement of Financial Accounting Standards ("SFAS") 131,  "Disclosures about
Segments of an Enterprise and Related Information", is included in the Company's
consolidated financial statements.

     Stock Based Compensation
     ------------------------

     SFAS No. 123, "Accounting for Stock-Based  Compensation,"  encourages,  but
does not  require,  companies to  recognize  compensation  expense for grants of
stock,  stock options,  and other equity  instruments to employees  based on the
fair value of such instruments. The pronouncement requires companies that choose
not to adopt the fair value method of  accounting  to disclose the pro forma net
income and earnings per share under the fair value method.  As permitted by SFAS
No.  123,  the  Company  elected  to  continue  the  intrinsic  value  method of
accounting  prescribed  by APB  Opinion  No. 25. As  required,  the  Company has
disclosed  the pro forma net income (loss) and pro forma income (loss) per share
as if the fair value  based  accounting  methods  had been used to  account  for
stock-based compensation cost. In addition, the following table presents the pro
forma  impact (in  thousands,  except  share  data) to the  Company's  financial
statements as if the fair value method had been applied:

<PAGE>7
<TABLE>


                                                  Three Months Ended                Nine Months Ended
                                             September 27,   September 28,   September 27,   September 28,
                                                2003            2002             2003            2002
                                              -----------      ----------      ----------      ----------

<S>                                          <C>               <C>             <C>              <C>

Loss from continuing operations (as                (3,320)         (2,222)        (48,391)         (6,599)
reported)
Add: Stock based compensation cost included

  in determination of compensation expense              -               9               -              30
Deduct: Stock based compensation under the
  fair-value method for all awards, net of
tax                                                    59              33             101              98


Adjusted loss from continuing operations           (3,379)         (2,246)        (48,492)         (6,667)

Weighted average common shares-basic            8,307,984       8,293,168       8,307,984       8,288,921
Weighted average common shares-diluted          8,307,984       8,520,384       8,307,984       8,423,341

(Loss) income from discontinued operations              -           3,345            (385)          6,237

Net (loss)  income (as reported)                   (3,320)          1,123         (48,776)           (362)

Adjusted net (loss) income                         (3,379)          1,099         (48,877)           (430)

Earnings per share:
Basic:
Loss from continuing operations (as
reported)                                           (0.40)          (0.27)          (5.82)          (0.80)

Adjusted loss from continuing operations            (0.41)          (0.27)          (5.84)          (0.80)


Income (loss) from discontinued operations              -            0.41           (0.05)           0.75


Net income (loss)  (as reported)                    (0.40)           0.14           (5.87)          (0.04)

Adjusted net income (loss)                          (0.41)           0.14           (5.88)          (0.05)

Diluted:
Loss from continuing operations (as
reported)                                           (0.40)          (0.27)           (5.82)          (0.80)

Adjusted loss from continuing operations            (0.41)          (0.27)           (5.84)          (0.80)


(Loss) income from discontinued operations              -            0.39            (0.05)           0.74


Net income (loss) (as reported)                     (0.40)           0.13            (5.87)          (0.04)

Adjusted net income (loss)                          (0.41)           0.13            (5.88)          (0.05)

</TABLE>

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

     The Company  issued  5,326 and 12,586  shares of Common Stock to members of
its board of  directors in lieu of cash  compensation  during the three and nine
months  ended  September  28,  2002.  The Company did not issue shares of Common
Stock to members of its board of directors in lieu of cash  compensation  during
the three and nine months ended September 27, 2003.

     Stock Options
     -------------

     The  Company   periodically   grants  stock   options  to  key   personnel.
Compensation cost on these options is measured at the date of grant by comparing
the quoted market price of the Company's  stock to the price the employee has to
pay to acquire the stock.  Any resulting  compensation  cost would be recognized
over the employee's vesting period.

<PAGE>8


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

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


2.   Going Concern
     -------------

     The Company's consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. However, due to our liquidity
condition and continuing  operating losses, there is substantial doubt about the
Company's ability to continue as a going concern.  These financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying  amounts or the amount and  classification  of  liabilities  that
could result should the Company be unable to continue as a going concern.

     The Company does not expect to generate  sufficient cash from operations to
pay the principal amount of the Company's 11 5/8% Senior  Subordinated Notes due
2003 when they mature on December  15,  2003,  and,  therefore,  the Company has
offered to  exchange  the Senior  Subordinated  Note for either (i) cash and 10%
Convertible  Notes  due 2007 or (ii)  10%  Convertible  Notes  due  2007.  If an
insufficient  number of holders of Senior  Subordinated Notes participate in the
exchange  offer,  it is likely the Company will not be able to pay the principal
amount and the accrued and unpaid  interest due on their  maturity date. In that
event,  an event of default will have taken place under the indenture  governing
the Senior  Subordinated  Notes,  the Company's  senior credit  facility and the
indenture  governing the Company's  Senior Secured Notes due 2005,  allowing the
Company's  senior  lenders  to  immediately   accelerate  the  maturity  of  the
indebtedness  under the Company's senior credit  facility,  the Company's Senior
Secured Notes and Senior  Subordinated  Notes. If that were to occur, unless the
Company  were able to obtain  additional  financing  to repay the senior  credit
facility, the Senior Secured Notes and the outstanding Senior Subordinated Notes
(which the Company  believes is highly  unlikely),  the Company may be forced to
petition for relief under the U.S.  Bankruptcy Code, or the Company's  creditors
may file an involuntary petition against the Company.


3.   Discontinued Operations
     -----------------------

     On December  16, 2002 the Company sold  substantially  all of the assets of
its  operations in Wisconsin and Northern  Michigan to Lanoga  Corporation  (the
"Lanoga  Sale")  for a sale  price of  $104.7  million.  These  operations  were
considered  discontinued  operations  under  SFAS No.  144  "Accounting  for the
Impairment or Disposal of Long-lived  Assets".  The standard  requires  separate
presentation of the results of discontinued operations.  As such, the results of
the three and nine month periods ended September 28, 2002 have been reclassified
to conform with this presentation.

<PAGE>9


     In the first nine months of 2003, the Company received  additional proceeds
of $8.8  million  related  to the  settlement  of  amounts  held in escrow as of
December 28, 2002. The remaining  escrow amounts of $1.8 million are expected to
be settled by June 2004.

     The Company is subject to indemnification  claims for certain environmental
issues related to the properties  sold to Lanoga.  As of September 27, 2003, the
Company has recorded  $0.3  million as part of  discontinued  operations  in the
Statement  of  Operations,  which  represents  the  Company's  best  estimate of
exposure related to these claims.

     Sales and income from discontinued operations for the three and nine months
ended September 28, 2002 were as follows:
<TABLE>

                                         Three months ended    Nine months ended
                                            September 28,        September 28,
                                                2002                  2002
                                            ------------         ------------

<S>                                         <C>                  <C>


        Sales                              $      84,138         $    208,632
        Income before income taxes                 5,501               10,265
        Tax provision                              2,156                4,029
        Income from discontinued operations        3,345                6,237

     The Company  allocated  interest  expense of its revolving credit agreement
and  Senior  Subordinated  Notes to  discontinued  operations  based on the cash
proceeds  from the sale of these  operations  required to be used to repay those
obligations.  Interest  expense  allocated to  discontinued  operations was $1.1
million and $3.9 million for the three  months and nine months  ended  September
28, 2002, respectively.

     The major classes of assets and liabilities of discontinued operations were
as follows (in thousands):

                                                        September 28,
                                                             2002
                                                        ------------
        Cash                                            $          9
        Accounts receivable                                   29,434
        Inventory                                             29,712
        Deferred tax assets                                    2,295
        Prepaid expenses and other assets                        227
                                                        ------------
          Total current assets                                61,677
                                                        ------------
        Property, plant and equipment                         11,268
        Deferred tax assets                                      215
        Rental equipment                                         472
        Other assets                                               8
                                                         -----------
          Total assets                                        73,640
                                                         -----------

        Accounts payable                                      20,896
        Accrued liabilities                                    8,186
                                                         -----------
          Total current liabilities                           29,082
        Other long-term liabilities                              670
                                                         -----------
          Total liabilities                                   29,752
                                                         -----------
          Net assets                                    $     43,888
                                                         ===========
</TABLE>

<PAGE>10

<TABLE>


4.   LONG-TERM DEBT
     --------------

       Long-term debt is comprised of the following (in thousands):


                                              September 27,          December 28,         September 28,
                                                    2003                 2002                  2002
                                              ------------           -----------           -----------
<S>                                                  <C>              <C>                   <C>

        Revolving credit facility:
           Revolving notes                    $     36,719           $    20,346           $    86,085
           Term notes                               23,937                11,168                33,859
        Senior subordinated notes                   21,123                63,956                63,956
        Senior secured notes                        36,974                     -                     -

        Less current maturities                    (23,373)             (28,107)               (10,800)


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

        Total long-term debt                  $     95,380           $    67,363           $   173,100
                                               ------------           ----------            ----------

</TABLE>




     Senior Subordinated Debt
     ------------------------

     On February  26,  2003,  the Company  completed  its offer to exchange  its
Senior Secured Notes due 2005 for any and all of its  outstanding 11 5/8% Senior
Subordinated Notes due 2003. The Company accepted for exchange all $42.8 million
of Senior Subordinated Notes validly tendered in exchange for an equal principal
amount of Senior Secured Notes. The tendered notes represented approximately 67%
of the Senior Subordinated Notes outstanding as of February 26, 2003. The Senior
Secured  Notes,  which  bear  interest  at 11 5/8%  per  annum  from the date of
issuance through December 15, 2003 and at 18% per annum thereafter, rank equally
with the Company's senior credit facility but are secured by subordinated  liens
on the Company's owned real estate and equipment.  These liens are junior to the
liens securing  amounts payable under the Company's  senior credit facility (see
"Revolving Credit Facility" below).

     Concurrent with the closing of the exchange offer, the indenture  governing
the  Senior  Subordinated  Notes was  amended  to  remove or modify  many of the
restrictive  covenants.  Those  restrictions  included (but were not limited to)
certain limitations on transactions with affiliates,  dividend payments, changes
in control,  and sales of assets.  In addition,  the Senior Secured Notes permit
the  Company to call the Senior  Secured  Notes,  at its  option,  at  declining
discounts starting at 15%.

     In March 2003,  the  Company  redeemed  outstanding  Senior  Secured  Notes
aggregating $5.9 million face value for $5.0 million. The resulting gain of $0.9
million was recorded in other  operating  income on the  Company's  Statement of
Operations.

     The Company  continues to carry Senior  Subordinated  Notes due in December
2003 of approximately $21.1 million.  (See Note 10 for discussion  regarding the
Company's current offer to exchange the remaining $21.1 million of notes).

<PAGE>11


     Revolving Credit Facility
     -------------------------

     Concurrent with the exchange offer,  which closed on February 26, 2003, the
Company  completed a  refinancing  of its Fleet Credit  Agreement and term notes
existing under the prior Amended and Restated  Credit  Agreement  dated December
13, 2000 and entered into the new Merrill  Credit  Agreement  dated February 26,
2003. The total  commitment  was reduced from the original  $251.7 million ($200
million  revolving  line of credit  and  $51.7  million  of term  notes) to $125
million ($100 million  revolving  line of credit and $25 million of term notes).
The  commitment on the  revolving  line was reduced again on May 31, 2003 to $85
million. The Merrill Credit Agreement expires on February 26, 2007, and the term
notes are now due February 26, 2007.

     As of December 28, 2002 there was $31.5 million outstanding under the Fleet
Credit  Agreement of which $20.3 million was revolving  credit and $11.2 million
was term notes.  As a result of  amendments  during the third  quarter of fiscal
2003,  the  spread  range on  prime  rate  borrowings  under  the new  agreement
temporarily  increased to 1.5% to 2.25% over prime for revolving loans and 2.25%
to 3.0% over prime  under the term  notes.  These rate ranges are up by 25 basis
points from rates negotiated in the original agreement on February 26, 2003. The
spread for LIBOR based  borrowing  increased  by the same 25 basis  points,  and
ranges from 2.75% to 3.5% over LIBOR for revolving  loans and 3.5% to 4.25% over
LIBOR for term notes. These increases were the result of a default caused by the
Company's failure to meet required minimum EBITDA levels.

     On  August  15,  2003,  the  lenders  agreed to waive  the  default  of the
Company's  minimum EBITDA  requirement and amend the levels of EBITDA as defined
within the Credit  Agreement  (Fourth  Amendment).  In addition,  it amended the
original credit agreement to include a $1.5 million  prepayment of the term loan
by September  30,  2003,  less any  prepayment  from the proceeds of the sale of
certain real estate. Also, it increased interest rate spreads by 25 basis points
and amended the original  credit  agreement to state that without  prior written
consent of required  lenders,  in no event will the  proceeds  of the  revolving
loans  be  used  to  consummate   (i)  any  redemption  or  purchase  of  Senior
Subordinated  Notes due 2003 or (ii) any  voluntary  redemption  or  purchase of
Senior  Secured Notes due 2005. In connection  with such waiver and  amendments,
the Company paid to the lenders a fee of $100,000.

     As of September 27, 2003, the Company met the minimum EBITDA levels and the
interest  rate ranges from the original  agreement  entered into on February 26,
2003 have been  restored,  effective  September 28, 2003.  However,  an event of
default could again increase each of the Company's prime and LIBOR margins by 25
basis points.  The spread over the prime or LIBOR rates is determined based upon
the Company's  Fixed Charge  Coverage Ratio, as defined under the Merrill Credit
Agreement.  The  Company's  base rate,  6.00% at September  27,  2003,  5.00% at
December 28, 2002 and 5.50% at September 28, 2002,  included an interest  spread
over  prime of  2.00%,  0.75%  and  0.75%,  respectively.  The  Company's  LIBOR
borrowing  rate,  4.37% at September  27,  2003,  4.13% at December 28, 2002 and
4.57% at September  28, 2002,  included an interest  spread over LIBOR of 3.25%,
2.75% and 2.75%, respectively.  The Company's weighted average interest rates on
revolver loans were 6.57% and 6.11% for the nine months ended September 27, 2003
and September 28, 2002, respectively.

<PAGE>12


     The Merrill Credit Agreement  limits the level of capital  expenditures for
each annual period,  while allowing for reinvestment of proceeds on asset sales.
The  Company is also  subject to certain  minimum  levels of EBITDA,  as defined
within  the  Credit  Agreement.  Availability  is  generally  limited  to 85% of
eligible accounts  receivable and 60% of eligible  inventory.  For the remaining
term  of the  Credit  Agreement,  minimum  availability  is  required  to be $15
million.

     Under the Merrill  Credit  Agreement,  a commitment  fee of .375% to .5% is
payable on the unused  revolving  credit amount.  Ranges of commitment  fees are
determined based upon the aforementioned Fixed Charge Coverage Ratio, as defined
under the Merrill  Credit  Agreement.  As of December 28, 2002 and September 28,
2003, the Company was in compliance with all of its then existing covenants.

     On  August  27,  2003 the  Merrill  Credit  Agreement  was  amended  (Fifth
Amendment)  whereby  the  lenders  agreed to (i) remove the  Availability  Block
Adjustment Date and Availability  Block Table, as defined,  resulting in a fixed
availability  block,  (ii)  extend the due date to  September  30,  2003 for the
delivery of Deposit Account  Control  Agreements with respect to certain deposit
accounts  maintained  by the  Company,  (iii)  reduce each prime rate margin and
LIBOR margin  percentage  by 25 basis points  provided that EBITDA for the third
quarter  ended  September  27,  2003 and each  month  thereafter  is equal to or
greater than the amount set forth in the amendment.  After any such decrease the
first  time that  EBITDA  for any  subsequent  period set forth is less than the
amount set forth for each such  period,  effective  immediately  each prime rate
margin and LIBOR margin percentage will increase by 25 basis points.

     As of  September  27, 2003 there was $60.7  million  outstanding  under the
Merrill Credit  Agreement of which $36.7 million was revolving  credit and $23.9
million was term notes. The Company's unused availability was $27.1 million and,
under the Merrill Credit Agreement as amended,  minimum availability is required
to be $15.0  million.  Therefore,  the  Company  held  $12.1  million  of excess
availability  as of September  27, 2003 after all  reserves  and  minimums  were
deducted.

     On  September  30, 2003 the Merrill  Credit  Agreement  was amended  (Sixth
Amendment)   whereby  the  lenders   agreed  (i)  that  the  Company   submitted
substantially  all (as determined by the Agent) of the Deposit  Account  Control
Agreements  and (ii) when the Company  made the  required  $1,500,000  Term Loan
Prepayment on September  30, 2003,  the net cash proceeds of the sale of certain
real estate  would then be applied to the Senior  Secured  Note,  as  previously
defined, with the remaining amounts applied to the Revolving Loan.

<PAGE>13

     Aggregate Maturities
     --------------------

     The Senior Subordinated Notes totaling $21.1 million mature on December 15,
2003.  The Senior  Secured Notes totaling $37.0 million mature on July 29, 2005.
The term portion of the revolving credit facility requires  quarterly  principal
payments  totaling  approximately  $0.4 million in fiscal 2003,  $2.6 million in
fiscal 2004,  $3.4 million in fiscal 2005, $3.5 million in fiscal 2006 and $14.0
in fiscal 2007.



5.   INCOME TAXES
     ------------

     Due to the  determination  in the  second  quarter  of 2003 that  there was
substantial  doubt  related  to the  Company's  ability to  continue  as a going
concern,  the Company  recorded a $29.6 million  charge to establish a valuation
allowance  for  its  net  deferred  tax  assets  including  net  operating  loss
carryforwards.

     The Company will maintain a full  valuation  allowance for its net deferred
tax  assets and net  operating  loss  carryforwards  until  sufficient  positive
evidence exists to support reversal of the valuation allowance. Until such time,
except for state and local  provisions,  the Company  will have no reported  tax
provision, net of valuation allowance adjustments.

     The  Company's  effective  tax  rate  from  continuing  operations  for the
three-month  period ended September 28, 2002 was 38.5% which includes  franchise
taxes and non-deductible items of $0.1 million.

     Income tax benefit from continuing operations was $3.8 million for the nine
month period  ended  September  28, 2002,  which  included  franchise  taxes and
non-deductible  items of $0.3  million.  The  Company's  effective tax rate from
continuing  operations  for the nine-month  period ended  September 28, 2002 was
36.2%.

     On July 22, 2003, an ownership change occurred as per Internal Revenue Code
Section 382. A change in control,  for tax  purposes,  could limit the Company's
ability to utilize its net operating loss carryforwards.


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

     At September  27, 2003 the Company had accrued  approximately  $475,000 for
remediation of certain environmental and product liability matters.

     Many of the  sales  and  distribution  facilities  presently  and  formerly
operated  by the Company at one time  contained  underground  petroleum  storage
tanks.  All such tanks known to the Company and 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  $2.3  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
six years.

<PAGE>14


     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 713 actions, each of
which seeks  unspecified  damages,  primarily in Michigan  state courts  against
manufacturers and building  material  retailers by individuals who claim to have
suffered injuries from products containing asbestos. 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 535
similar actions for insignificant amounts, and another 367 of these actions have
been dismissed. None of these suits have made it to trial.

     Losses in excess of the  $475,000  reserved  as of  September  27, 2003 are
possible, but a reasonable estimate of these amounts cannot be made.

     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 such assurance of this result.


7.   EARNINGS PER SHARE
     ------------------

     The Company  calculates  earnings per share in accordance with SFAS 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. For the three-month  period ended September 27, 2003 common stock
equivalents  of 1,083 were  excluded in  calculating  diluted  weighted  average
shares outstanding as they were anti-dilutive.  For the three-month period ended
September  28,  2002  common  stock  equivalents  of 227,216  were  included  in
calculating  diluted  weighted  average shares  outstanding.  For the nine-month
periods ended September 27, 2003 and September 28, 2002 common stock equivalents
of  606  and  134,068   shares,   respectively   were   excluded  as  they  were
anti-dilutive.  In addition,  options to purchase  185,915 and 523,565  weighted
average  shares of common stock at September  27, 2003 and  September  28, 2002,
respectively, had an exercise price greater than the average market price.

<PAGE>15



8.   RELATED PARTY TRANSACTIONS
     --------------------------

     At March 29, 2003, approximately 34% of the Company's outstanding shares of
common stock were owned by Riverside Group, Inc. and approximately 13% was owned
by Imagine Investments, Inc. and its parent, Stone Investments, Inc. On April 4,
2003, Imagine Investments,  Inc. acquired 2,797,743 common shares of Wickes Inc.
previously  owned  by  Riverside  Group,  Inc.  and an  option  to  purchase  an
additional 53,700 shares.  As of this date,  Imagine  Investments,  Inc. and its
affiliates  beneficially owned approximately 47.3% of the Company's  outstanding
common stock.

     At September 27, 2002, the Company held a promissory note from Riverside of
$436,000 including accrued interest. As of December 28, 2002 the Company had not
received payment for the principal and accrued interest,  and therefore provided
a reserve for the outstanding balance.

     For  the  nine  months  ended   September   27,  2003,   the  Company  paid
approximately  $420,000,  compared to approximately $915,000 for the nine months
ended  September  28, 2002,  in  reimbursements  to  affiliates of the Company's
former  Chairman  of the Board and  President  primarily  for use of a corporate
aircraft as well as office space and office support services.


9.   STORE CLOSINGS
     --------------

     Pursuant  to  certain   initiatives  to  improve   performance  and  reduce
under-performing  assets, the Company has closed or consolidated seven locations
during  the  first  nine  months  of  2003.   The  Company   incurred  costs  of
approximately  $3.4  million  related  to  severance  benefits  paid  to  senior
executives and an additional 57 headquarters and 43 field personnel. In addition
the Company has incurred $2.2 million in property and other  carrying costs that
primarily include insurance,  maintenance,  repair and lease commitments related
to these  facilities.  All charges  related to the 2003 store  closing costs are
anticipated  to be paid in subsequent  periods.  During the first nine months of
2002 the Company sold seven  locations,  consolidated  one location,  and closed
two. Employee  severance costs for 268 employees and property and other carrying
costs  incurred  during the first nine months of 2002 were $1.4 million and $0.9
million  respectively.  All charges related to the 2002 store closing costs were
paid in  subsequent  periods.  The following is a summary of the activity in the
reserve  balances  from  December 29, 2001 through  September  28, 2002 and from
December 28, 2002 through September 27, 2003 (in thousands):

<PAGE>16

<TABLE>



                                                   Employee       Property and
                                                  Separation     Other Carrying
                                                    Costs            Costs           Total
                                                    -----            -----           -----

<S>                                               <C>          <C>                 <C>

       Accrual balance at December 28, 2002        $  385           $   15          $   40
       1st Qtr Store closing and other costs          610              701           1,311
       1st Qtr Related payments                      (848)            (671)         (1,519)
                                                    -----            -----           -----
       Accrual balance at March 29, 2003           $  147           $   45          $  192
       2nd Qtr Store closing and other costs        2,643            1,066           3,709
       2nd Qtr Related payments                    (2,446)          (1,039)         (3,485)
                                                    -----            -----           -----
       Accrual balance at June 28, 2003            $  344           $   72          $  416
       3rd Qtr store closing and other costs           94              476             570
       3rd Qtr related payments                       (94)            (510)           (604)
                                                    -----            -----           -----
       Accrual balance at September 27, 2003       $  344           $   38          $  382

       Accrual balance at December 29, 2001           139              286             425
       1st Qtr Store closing and other costs          763              199             962
       1st Qtr Related payments                      (827)            (363)         (1,190)
                                                    -----             -----          -----
       Accrual balance at March 30, 2002           $   75           $  122          $  197
       2nd Qtr Store closing and other costs          252              533             785
       2nd Qtr Related payments                      (327)            (583)           (910)
                                                    -----            -----           -----
       Accrual balance at June 29, 2002            $    0           $   72          $   72
       3rd Qtr store closing and other costs          267              356             623
       3rd Qtr related payments                      (267)            (396)           (663)
                                                    -----            -----           -----
       Accrual balance at September 28, 2002       $    0           $   32          $   32

</TABLE>

     The costs incurred to liquidate the inventory have been included in cost of
sales on the  Company's  financial  statements.  The costs of reserving  for bad
debt, write-offs and subsequent collections,  has been included in provision for
doubtful accounts. All other costs are included in store closing costs.


10.  SUBSEQUENT EVENT
     ----------------

Exchange Offer
--------------

     On November 4, 2003 the Company  commenced an offer to exchange  either (i)
cash and 10% Convertible  Notes due 2007 or (ii) 10% Convertible  Notes due 2007
for all $21.1 million  outstanding 11 5/8 % Senior  Subordinated Notes due 2003.
In the  exchange  offer  the  Company  refers  to its  existing  11 5/8 % Senior
Subordinated  Notes due 2003 as the existing  notes,  and to its 10% Convertible
Notes due 2007 as the new notes.  The Company also has Senior  Secured Notes due
2005, as discussed in Note 4, to the financial statements.

<PAGE>17


     If an insufficient  number of holders of existing notes  participate in the
exchange  offer,  it is  likely  that  the  Company  will be  unable  to pay the
principal and interest on the existing notes at their  maturity.  In that event,
an event of default will have  occurred on the Company's  obligations  under the
indenture  governing  the  existing  notes,  as well as under  all of its  other
indebtedness, including its senior credit facility, its Senior Secured Notes due
2005 and, if the exchange  offer is  completed,  the new notes.  Therefore,  the
principal  and accrued  interest on the existing  notes and other  indebtedness,
including the senior credit facility,  senior secured notes due 2005 and, if the
exchange  offer is  completed,  the new  notes,  may be  accelerated  and become
immediately  due and payable.  If, as is currently  anticipated,  the Company is
then unable to obtain immediate  financing to pay such amounts,  the Company may
seek to file a voluntary  petition,  or may have an  involuntary  petition filed
against it by its  creditors  in a  bankruptcy  court under the U.S.  Bankruptcy
Code.


11.  RESTATEMENT
     -----------

     The Company is in the process of restating  its Annual  Report on Form 10-K
for the year ended December 28, 2002 and its Quarterly  Reports on Form 10-Q for
the  quarters  ended  March  29,  2003 and June 28,  2003,  to  restate  certain
interest,  employee  benefits,  depreciation and manufacturing  related expenses
that were not properly classified,  and were found subsequent to the issuance of
the Company's  consolidated  financial  statements for those  periods.  The Form
10-K/A and Forms 10-Q/A will be filed as soon as practicable.

     The financial  statements  relating to the period ended  September 28, 2002
included in this Form 10-Q differ from those  previously  published in the prior
year.  These  differences  result from the  treatment of certain  operations  as
discontinued   operations,   as  more  fully   described   in  Note  3  and  the
reclassification  of items described  above.  The following table reconciles the
amounts originally  reported in the Company's  financial  statements included in
Form 10-Q for the period  ended  September  28, 2002 to the  amounts  which were
restated to give affect to the  presentation of  discontinued  operations to the
amounts restated to reflect the proper  classification of the items mentioned in
the preceding paragraph.


<TABLE>



                                                                                             Revisions to reflect
                                                                                                 discontinued
                                                                            As previously         operations
                                                                              reported           presentation         As Restated
                                                                            -------------    --------------------    -----------
<S>                                                                         <C>                <C>                   <C>

Statment of Operations Data
---------------------------
  (in thousands, except per share data)

  September 28, 2002
  Nine months ended
Loss from continuing operations                                                   -                (4,910)             (6,599)
Discontinued operations                                                           -                 4,548               6,237
Net loss                                                                        (362)                (362)               (362)

  September 28, 2002
  Three months ended
Loss from continuing operations                                                   -                (3,095)             (2,222)
Discontinued operations                                                           -                 4,218               3,345
Net income                                                                     1,123                1,123               1,123

Per share data:
---------------

  September 28, 2002
  Nine months ended
Loss from continuing operations per common share-basic and diluted                -                 (0.59)              (0.80)
Income from discontinued operations per common share-basic                        -                  0.55                0.75
Income from discontinued operations per common share-diluted                      -                  0.54                0.74
Net loss per common share-basic                                                (0.04)               (0.04)              (0.04)
Net loss per common share-diluted                                              (0.04)               (0.04)              (0.04)

  September 28, 2002
  Three months ended
Loss from continuing operations-basic and diluted                                 -                 (0.37)              (0.37)
Income from discontinued operations-basic                                         -                  0.51                0.41
Income from discontinued operations-diluted                                       -                  0.50                0.39
Net income per common share-basic                                               0.14                 0.14                0.14
Net income per common share-diluted                                             0.13                 0.13                0.13
</TABLE>

<TABLE>

Balance sheet data:
  (in thousands)
As of September 28, 2002
                                                As previously
                                                 reported           As Restated
                                               --------------       -----------
<S>                                             <C>                   <C>

Assets of discontinued operations                      -               61,677
Total current assets                             191,800              191,800
Total assets of discontinued operations                -               11,963
Total assets                                     284,727              284,727

Liabilities of discontinued operations                 -               29,082
Total current liabilities                         81,953               81,953
Liabilities of discontinued operations                 -                  670

Total stockholders equity                         26,532               26,532
</TABLE>

<PAGE>18



                          WICKES INC. AND SUBSIDIARIES

Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The Company is in the process of restating  its Annual  Report on Form 10-K
for the year ended December 28, 2002 and its Quarterly  Reports on Form 10-Q for
the  quarters  ended  March  30,  2003 and June 28,  2003,  to  restate  certain
interest,  employee  benefits,  depreciation and manufacturing  related expenses
that were not properly classified,  and were found subsequent to the issuance of
the Company's  consolidated  financial  statements for those  periods.  The Form
10-K/A and Forms 10-Q/A will be filed as soon as practicable.

     The financial  statements  relating to the period ended  September 28, 2002
included in this Form 10-Q differ from those  previously  published in the prior
year.  These  differences  result from the  treatment of certain  operations  as
discontinued   operations,   as  more  fully   described   in  Note  3  and  the
reclassification  of items described  above.  The following table reconciles the
amounts originally  reported in the Company's  financial  statements included in
Form 10-Q for the period  ended  September  28, 2002 to the  amounts  which were
restated to give affect to the  presentation of  discontinued  operations to the
amounts restated to reflect the proper  classification of the items mentioned in
the preceding paragraph.

<TABLE>



                                                                                             Revisions to reflect
                                                                                                 discontinued
                                                                            As previously         operations
                                                                              reported           presentation         As Restated
                                                                            -------------    --------------------    -----------
<S>                                                                         <C>                <C>                   <C>

Statment of Operations Data
---------------------------
  (in thousands, except per share data)

  September 28, 2002
  Nine months ended
Loss from continuing operations                                                   -                (4,910)             (6,599)
Discontinued operations                                                           -                 4,548               6,237
Net loss                                                                        (362)                (362)               (362)

  September 28, 2002
  Three months ended
Loss from continuing operations                                                   -                (3,095)             (2,222)
Discontinued operations                                                           -                 4,218               3,345
Net income                                                                     1,123                1,123               1,123

Per share data:
---------------

  September 28, 2002
  Nine months ended
Loss from continuing operations per common share-basic and diluted                -                 (0.59)              (0.80)
Income from discontinued operations per common share-basic                        -                  0.55                0.75
Income from discontinued operations per common share-diluted                      -                  0.54                0.74
Net loss per common share-basic                                                (0.04)               (0.04)              (0.04)
Net loss per common share-diluted                                              (0.04)               (0.04)              (0.04)

  September 28, 2002
  Three months ended
Loss from continuing operations-basic and diluted                                 -                 (0.37)              (0.37)
Income from discontinued operations-basic                                         -                  0.51                0.41
Income from discontinued operations-diluted                                       -                  0.50                0.39
Net income per common share-basic                                               0.14                 0.14                0.14
Net income per common share-diluted                                             0.13                 0.13                0.13
</TABLE>

<TABLE>

Balance sheet data:
  (in thousands)
As of September 28, 2002
                                                As previously
                                                 reported           As Restated
                                               --------------       -----------
<S>                                             <C>                   <C>

Assets of discontinued operations                      -               61,677
Total current assets                             191,800              191,800
Total assets of discontinued operations                -               11,963
Total assets                                     284,727              284,727

Liabilities of discontinued operations                 -               29,082
Total current liabilities                         81,953               81,953
Liabilities of discontinued operations                 -                  670

Total stockholders equity                         26,532               26,532
</TABLE>


     The financial  statements  included herein as of and for the three and nine
month periods ended September 28, 2002, reflect the proper classifications.  For
the three  month  period  ended  September  28,  2002,  the  restated  loss from
continuing  operations  was $2.2 million  compared to $3.1 million as previously
reported  in the  Unaudited  Quarterly  Financial  Data  Table  included  in the
Company's  Annual Report on Form 10-K for the year ended  December 28, 2002. The
restatement did not affect net income or earnings per share.

     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 Annual Consolidated  Financial  Statements and Notes
thereto and  Management's  Discussion  and Analysis of Financial  Condition  and
Results of Operations.

     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 the Notes to the Consolidated
Financial Statements.

     The Company's consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. However, due to our liquidity
condition and continuing  operating losses, there is substantial doubt about the
Company's ability to continue as a going concern.  These financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying  amounts or the amount and  classification  of  liabilities  that
could result should the Company be unable to continue as a going concern.

<PAGE>19


     The Company does not expect to generate  sufficient cash from operations to
pay the principal amount of the Company's 11 5/8% Senior  Subordinated Notes due
2003 when they mature on December  15,  2003,  and,  therefore,  the Company has
offered to  exchange  the Senior  Subordinated  Note for either (i) cash and 10%
Convertible  Notes  due 2007 or (ii)  10%  Convertible  Notes  due  2007.  If an
insufficient  number of holders of Senior  Subordinated Notes participate in the
exchange  offer,  it is likely the Company will not be able to pay the principal
amount and the accrued and unpaid  interest due on their  maturity date. In that
event,  an event of default will have taken place under the indenture  governing
the Senior  Subordinated  Notes,  the Company's  senior credit  facility and the
indenture  governing the Company's  Senior Secured Notes due 2005,  allowing the
Company's  senior  lenders  to  immediately   accelerate  the  maturity  of  the
indebtedness under the Company's senior credit facility and the Company's Senior
Secured Notes and the Senior  Subordinated  Notes. If that were to occur, unless
the Company were able to obtain additional  financing to repay the senior credit
facility, the Senior Secured Notes and the outstanding Senior Subordinated Notes
(which the Company  believes is highly  unlikely),  the Company may be forced to
petition for relief under the U.S.  Bankruptcy Code, or the Company's  creditors
may file an involuntary petition against the Company.


                                  INTRODUCTION

     Wickes Inc. and its consolidated  subsidiaries  ("Wickes" or the "Company")
is a leading supplier of lumber,  building  materials and manufactured  building
components  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 September 27, 2003, the Company
operated 52 sales and  distribution  facilities  and 11 component  manufacturing
facilities in 19 states in the Midwest, Northeast, and South.

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

     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:
large  metropolitan  markets,  smaller rural markets,  and Wickes Direct.  These
channels  are  supported  by  the  Company's   network  of  building   component
manufacturing  facilities. In large metropolitan markets, the Company serves the
national,  regional, and large local builder with a total solutions approach and
specialized services. In smaller rural 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 11  component  manufacturing  facilities  that  produce
value-added, wood framed wall panels, roof and floor truss systems, and pre-hung
interior and exterior doors.

<PAGE>20


                              RESULTS OF OPERATIONS

     In fiscal 2002,  the Company sold 31  distribution  centers and 4 component
plants to Lanoga Corporation (the "Lanoga Sale"). The operations included in the
transaction were treated as discontinued operations in accordance with Statement
of Financial  Accounting  Standards No. 144  "Accounting  for the  Impairment or
Disposal  of  Long-lived  Assets."  The  results of these  operations  have been
reclassified  as  discontinued  operations for the three and nine-month  periods
ended September 27, 2002.

     The following table sets forth, for the periods  indicated,  the percentage
relationship  to  net  sales  of  certain  expense  and  income  items.  Certain
reclassifications have been made to prior year amounts to conform to the current
presentation.  All material  intercompany  balances and  transactions  have been
eliminated.  The table below,  and the  subsequent  discussion of the results of
operations,  has been  adjusted  to exclude  those  operations  reclassified  as
discontinued  operations  that were part of the  Lanoga  Sale.  (See  additional
discussion in Note 3 to the condensed consolidated financial statements.)

<TABLE>



                                     Three Months Ended                 Nine Months Ended
                                September 27,  September 28,         September 27,  September 28,
                                      2003         2002                   2003         2002
                                   ---------      ---------             ---------      ---------
<S>                               <C>             <C>                    <C>             <C>

Net sales                              100.0%         100.0%                100.0%         100.0%

Gross profit                            19.3%          21.3%                 19.9%          21.1%
Selling, general and
  administrative expense                18.3%          21.0%                 22.7%          20.6%
Depreciation
                                         0.7%           0.7%                  0.8%           0.7%
Provision for doubtful accounts          0.2%           0.1%                  0.2%           0.2%
Store closing costs                      0.4%           0.4%                  1.5%           0.5%
Other operating income                  (0.5)%         (0.3)%                (0.5)%         (0.6)%
 Income (loss) from operations
before interest and taxes                0.2%          (0.5)%                (4.8)%         (0.4)%

</TABLE>


     The Company's  results of operations  are  historically  affected by, among
other  factors,  interest  rates,  lumber  prices,  housing  starts and  weather
conditions. In general, this year's weather conditions were comparable with last
year with the  exception  of late season snow storms this year which the Company
believes  postponed sales activity in the first quarter and severely damaged one
of the Company's  component  facilities.  The Company's weighted average rate of
interest on revolver  loans  increased  to 6.57% during the first nine months of
2003  compared  to 6.11% for the same  period  last year.  The first nine months
results were  negatively  affected by lower commodity  lumber prices,  down 3.1%
from last year.  Housing starts nationally were up 5.4% in the first nine months
of 2003, however in the Company's primary markets,  the Northeast,  Midwest, and
South,  starts were down 1.7%, up 5.1% and up 3.0%,  from housing  starts in the
first nine months of 2002, respectively.

     Losses from  continuing  operations for the nine months ended September 27,
2003 and September 28, 2002 were $48.4 million and $6.6 million, respectively.

<PAGE>21


                 Three Months Ended September 27, 2003 Compared
                 with the Three Months Ended September 28, 2002

     The following  discussion is based on the results of continuing  operations
of the Company.  The Lanoga Sale,  which is treated as discontinued  operations,
has been excluded  from prior year's  results.  (See Note 3 to the  consolidated
financial statements.)

Net Sales
---------

     Net sales for the third quarter of 2003  decreased  5.9%, to $144.1 million
compared to $153.1  million for the third  quarter of 2002.  The sales  decrease
primarily was  attributable to a combination of a $17.0 million decline in sales
from closed locations (excluding  discontinued  operations)  partially offset by
increases  in same  store  sales.  The  Company  experienced  same  store  sales
increases of 1.4%, 5.6% and 12.0% in July,  August and September,  respectively,
and a 5.9% overall same store sales  increase for the third quarter 2003.  Total
sales to building  professionals  represented  92.3% of total sales in the third
quarter of 2003,  compared with 92.4% in 2002. Third quarter 2003 housing starts
in the Company's  primary markets,  the Northeast,  Midwest,  and South, were up
5.3%, up 12.7% and up 11.6%,  from housing  starts in the third quarter of 2002,
respectively.  The Company estimates that the effect of lumber inflation for the
third  quarter of 2003  increased  total  sales by  approximately  $1.5  million
compared with the same period last year. Lumber and building materials accounted
for 87.4% of total  sales in the third  quarter of 2003  compared  with 84.5% in
2002.

     Products  that  exhibited  the  greatest  change in sales  dollars  for the
quarter  ended  September  27, 2003  versus the  comparable  prior year  period,
including sales at closed stores were: lumber and plywood (up 4.8%),  insulation
(down 15.0%), kitchen & bath hardlines (down 10.5%), and specialty wood products
(down 13.0%).

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

     Gross profit  decreased to $27.8  million in the third quarter of 2003 from
$32.7  million in the third  quarter of 2002, a $4.8 million or 14.8%  decrease.
Gross profit as a  percentage  of sales  declined to 19.3% in the third  quarter
compared to a gross profit percentage of 21.3% in the third quarter of 2002. The
Company  believes that the decrease in gross profit dollars  resulted  primarily
from  the  reduction  in sales  as  discussed  above,  recent  significant  cost
increases in commodity prices that causes a compression of margins and increased
costs of  internally  manufactured  products.  The Company  estimates  commodity
lumber  costs in the third  quarter 2003 rose  approximately  43% over the third
quarter of 2002.

<PAGE>22


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

     SG&A expense decreased  approximately  $5.7 million to $26.4 million in the
third  quarter of 2003 from $32.1  million  in the third  quarter of 2002.  As a
percentage of sales,  SG&A  decreased to 18.3% of net sales in the third quarter
of 2003  compared  with  21.0% of net sales in the third  quarter  of 2002.  The
decrease as a percentage of sales primarily is due to the reductions in overhead
costs that were completed  late in the second quarter to re-align  overhead with
the  reduction in the number of  locations.  Reductions in labor costs and other
overhead  costs were partially  offset by the Company's  move from  co-operative
marketing and cost recovery  programs to purchase based rebate programs in 2003.
The Company experienced a $4.5 million reduction in salaries, wages and benefits
over the third quarter of 2002, a 16.7% decrease.

Depreciation
------------

     Depreciation  was relatively  flat at  approximately  $1.1 million from the
third quarter of 2003 to the third quarter 2002.

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

     The provision for doubtful accounts was  approximately  $0.3 million in the
third  quarter  of 2003  compared  to  approximately  $0.2  million in the third
quarter of 2002.  The  Company  continues  to strive to improve  its  collection
efforts and reduce credit exposure and bad debts.

Store Closing Costs
-------------------

     Pursuant  to  certain   initiatives  to  improve   performance  and  reduce
under-performing  assets, the Company  consolidated seven sales and distribution
centers  during the first quarter of 2003.  There were no closings in the second
or third  quarter of 2003.  However  the Company  did incur  severance  costs of
approximately  $0.1 million  related to severance  benefits  paid certain  field
personnel  in a plan to  re-align  overhead  costs with the number of  remaining
locations.  In  addition,  the Company  incurred  approximately  $0.5 million in
property and other carrying costs that primarily include insurance,  maintenance
/ repair and lease  commitments.  All charges  related to the 2003 store closing
costs are anticipated to be paid in subsequent periods. During the third quarter
of 2002, the Company closed and  consolidated  one  distribution  center and one
component  plant into  nearby  locations.  These store  closing  costs were $0.6
million.  In addition to these costs,  the Company also incurred charges related
to the write down of inventory and  receivables to their net  realizable  value.
All  charges  related to the 2002 store  closing  costs were paid in  subsequent
periods. The following is a summary of the activity in the reserve balances from
June 28, 2003 through September 27, 2003 and June 29, 2002 through September 28,
2002 (in thousands):

<PAGE>23
<TABLE>


                                                   Employee     Property and
                                                  Separation   Other Carrying
                                                    Costs           Costs           Total
                                                    -----           -----           -----
<S>                                                <C>            <C>             <C>


       Accrual balance at June 28, 2003            $  344          $   72          $  416
       3rd  Qtr Store closing and other costs          94             476             570
       3rd  Qtr Related payments                      (94)           (510)           (604)
                                                    -----           -----           -----
       Accrual balance at September 27, 2003       $  344          $   38          $  382

       Accrual balance at June 29, 2002            $    0          $   72          $   72
       3rd  Qtr Store closing and other costs         267             356             623
       3rd  Qtr Related payments                     (267)           (396)           (663)
                                                    -----            -----          -----
       Accrual balance at September 28, 2002       $    0          $   32          $   32
</TABLE>


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

     Other  operating  income  for the third  quarter of 2003 was income of $0.8
million  compared with income of $0.5 million for the third quarter 2002.  Other
operating  income primarily  includes the sales or disposals of property,  plant
and  equipment,   service  charges  assessed  customers  on  past  due  accounts
receivables, and casualty gains/losses.

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

     In the third quarter of 2003,  interest  expense  increased to $3.5 million
from $2.8  million  during the third  quarter of 2002.  The  Company's  weighted
average rate of interest on all debt  increased to 9.6% for the third quarter of
2003  compared  to 7.5% for the same  period  last year.  Interest  expense  was
affected by an  increase in the  effective  interest  rate from the  exchange of
$42.8  million of the Company's  senior  subordinated  notes for senior  secured
notes.  The Company's  average debt levels decreased by 36.1% from third quarter
2002 to third quarter 2003.  This decrease in outstanding  debt primarily is due
to the use of  proceeds  from the Lanoga Sale to pay down the  revolving  credit
facility.

Income Taxes
------------

     Due to the  determination  in the  second  quarter  of 2003 that  there was
substantial  doubt  related  to the  Company's  ability to  continue  as a going
concern,  the Company  recorded a $29.6 million  charge to establish a valuation
allowance  for  its  net  deferred  tax  assets  including  net  operating  loss
carryforwards during the second quarter of 2003.

     The Company will maintain a full  valuation  allowance for its net deferred
tax  assets and net  operating  loss  carryforwards  until  sufficient  positive
evidence exists to support reversal of the valuation allowance. Until such time,
except for state and local  provisions,  the Company  will have no reported  tax
provision, net of valuation allowance adjustments.

     The  Company's  effective  tax  rate  from  continuing  operations  for the
three-month  period ended September 28, 2002 was 38.5% which includes  franchise
taxes and non-deductible items of $0.1 million.

     On July 22, 2003, an ownership change occurred as per Internal Revenue Code
Section 382. A change in control,  for tax  purposes,  could limit the Company's
ability to utilize its net operating loss carryforwards.

<PAGE>24





                  Nine Months Ended September 27, 2003 Compared
                  with the Nine Months Ended September 28, 2002


     The following  discussion is based on the results of continuing  operations
of the Company.  The Lanoga Sale,  which is treated as discontinued  operations,
has been  excluded  from  prior  year's  results.  (See Note 3 to the  condensed
consolidated financial statements.)

Net Sales
---------

     Net sales for the first nine months of 2003  decreased  $76.4  million,  or
17.0%,  to $372.7  million from $449.1 million in the first nine months of 2002.
The sales  decrease  primarily was  attributable  to a $61.1 million  decline in
sales from  closed  locations  (excluding  discontinued  operations)  and a 5.1%
decline in same store sales. For the nine months of 2003,  housing starts in the
Company's primary markets, the Northeast, Midwest, and South, were down 1.7%, up
5.1%  and up 3.0%,  from  housing  starts  in the  first  nine  months  of 2002,
respectively.  Total sales to building professionals  represented 93.3% of total
sales, compared to 93.1% for the same period last year.

     The  Company  believes  that  sales  decreases  for the nine  months  ended
September 27, 2003 primarily resulted from a decline in the number of locations,
late season snow storms in the first quarter,  uncertain economic conditions and
internal  reorganizations which affected the productivity of the Company's sales
force in the first and second quarter of 2003.

     Products that  exhibited the greatest  change in sales dollars for the nine
months ended  September 27, 2003 versus the  comparable  prior year period were:
lumber and plywood  (down 17.0%),  doors and windows  (down 11.1%),  trusses and
engineered wood products (down 9.1%) and roofing (down 19.6%).

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

     Gross profit decreased $20.4 million to $74.1 million or 19.9% of net sales
for 2003 compared with $94.5 million or 21.1% of net sales for 2002. The Company
believes  that the  decrease in gross profit  dollars  ($9.3  million)  resulted
primarily from the reduction in sales as discussed  above,  the third  quarter's
significant  cost  increases in commodity  prices that caused a  compression  of
margins, as well as increased cost of sales of internally manufactured products.

<PAGE>25


     During the first nine months of 2003,  the Company  closed or  consolidated
seven  facilities  and  recorded a charge to gross  profit of $0.5  million  for
inventory  liquidation  costs.  Of the Company's  major product lines,  building
materials  accounted for  approximately  35.4% of total Company  sales,  up from
33.8% last year,  however,  gross margin percentage for these products decreased
to 21.2% from 21.6% last year.

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

     SG&A  expense  decreased  $7.7  million  or 8.4% to $84.7  million  in 2003
compared  with  $92.5  million  in 2002.  As a  percentage  of net  sales,  SG&A
increased to 22.7% in the first nine months of 2003,  compared with 20.6% of net
sales in the first nine months of 2002.  The increase as a  percentage  of sales
primarily  is due to the  decrease  in sales  as well as  overhead  costs  which
remained high until reductions were completed late in the second quarter of 2003
to re-align overhead with the reduction in locations.  The Company experienced a
$10.9  million  reduction  in salaries,  wages and benefits  over the first nine
months of 2002, a 13.9% decrease. As a percentage of sales,  however,  salaries,
wages and benefits increased by 70 basis points. In addition,  the Company moved
from co-operative  marketing and cost recovery programs to purchase based rebate
programs in 2003 and has accrued for certain anticipated litigation costs.

Depreciation
------------

     Depreciation costs decreased  approximately $0.3 million to $3.0 million or
0.8% of sales in the first nine months of 2003,  compared  with $3.3  million or
0.7% of sales in the first nine months of 2002.

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

     Provision for doubtful accounts  decreased to approximately $0.7 million or
0.2% of sales in the first nine months of 2003 from  approximately  $1.0 million
or 0.2% of sales for the first nine months of 2002.

Store Closing Costs and Other Charges
-------------------------------------

     Pursuant  to  certain   initiatives  to  improve   performance  and  reduce
under-performing  assets, the Company has closed or consolidated seven locations
during  the  first  nine  months  of  2003.   The  Company   incurred  costs  of
approximately  $3.4  million  related  to  severance  benefits  paid  to  senior
executives and an additional 57 headquarters and 49 field personnel. In addition
the Company has incurred $2.2 million in property and other  carrying costs that
primarily include  insurance,  maintenance / repair and lease  commitments.  All
charges  related to the 2003 store closing costs are  anticipated  to be paid in
subsequent  periods.  During the first nine months of 2002 the  Company  closed,
consolidated, or sold eight distribution centers and two component plants. These
store  closing costs were $2.4  million.  All charges  related to the 2002 store
closing costs were paid in subsequent periods. The following is a summary of the
activity in the reserve  balances from  December 28, 2002 through  September 27,
2003 and from December 29, 2001 through September 28, 2002 (in thousands):

<PAGE>26

<TABLE>



                                                   Employee     Property and
                                                  Separation   Other Carrying
                                                    Costs           Costs           Total
                                                    -----           -----           -----

<S>                                               <C>           <C>                 <C>

       Accrual balance at December 28, 2002       $   385          $   15          $  400
       1st Qtr Store closing and other costs          610             701           1,311
       1st Qtr Related payments                      (848)           (671)         (1,519)
                                                    -----           -----           -----
       Accrual balance at March 29, 2003          $   147          $   45          $  192
       2nd Qtr Store closing and other costs        2,643            1,066          3,709
       2nd Qtr Related payments                    (2,446)          (1,039)        (3,485)
                                                    -----            -----          -----
       Accrual balance at June 28, 2003           $   344          $    72         $  416
       3rd Qtr store closing and other costs           94              476            570
       3rd Qtr related payments                       (94)            (510)          (604)
                                                    -----            -----          -----
       Accrual balance at September 27, 2003      $   344          $    38         $  382

       Accrual balance at December 29, 2001           139              286            425
       1st Qtr Store closing and other costs          763              199            962
       1st Qtr Related payments                      (827)            (363)        (1,190)
                                                    -----            -----          -----
       Accrual balance at March 30, 2002          $    75          $   122         $  197
       2nd Qtr Store closing and other costs          252              533            785
       2nd Qtr Related payments                      (327)            (583)          (910)
                                                    -----            -----          -----
       Accrual balance at June 29, 2002           $     0          $    72         $   72
       3rd Qtr store closing and other costs          267              356            623
       3rd Qtr related payments                      (267)            (396)          (663)
                                                    -----            -----          -----
       Accrual balance at September 28, 2002      $     0          $    32         $   32

</TABLE>



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

     Other operating income decreased to approximately $2.0 million in the first
nine  months of 2003,  compared  with $2.7  million in the first nine  months of
2002. Other operating income primarily includes gains on the early retirement of
debt,  gains and losses  related to the sale or disposal of property,  plant and
equipment,  service charges assessed customers on past due accounts  receivable,
and  casualty  losses.  During the first nine months of 2002,  the Company  sold
seven facilities for a net gain of $1.3 million,  while in the first nine months
of 2003 the Company recorded a $0.9 million gain on the early retirement of debt
partially  offset by write-down of certain plant property and equipment to their
net realizable value.

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

     Interest  expense  increased  to $10.7  million in the first nine months of
2003 from $8.5  million in the first nine  months of 2002.  Interest  expense in
2003  includes a charge  for the  write-off  of a portion  of debt  issue  costs
related  to  the  Fleet  Credit   Agreement  of  $0.5  million.   The  Company's
weighted-average  interest rate on all outstanding borrowings increased to 10.3%
during  this  period,  compared  to 8.0% for the  comparable  period  last year.
Interest  expense was affected by the increase in the  effective  interest  rate
from the exchange of $42.8 million of the Company's  senior  subordinated  notes
for  senior  secured  notes.  See  additional   discussion  at  Note  4  to  the
consolidated  financial  statements  and  in  Liquidity  and  Capital  Resources
included in Managements  Discussion and Analysis. In 2003, the Company's average
debt levels decreased by 41.1% from the first nine months of 2002. This decrease
in outstanding debt primarily is due to the use of proceeds from the Lanoga Sale
to pay down the revolving credit facility.

<PAGE>27

Income Taxes
------------

     Due to the  determination  in the  second  quarter  of 2003 that  there was
substantial  doubt  related  to the  Company's  ability to  continue  as a going
concern,  the Company  recorded a $29.6 million  charge to establish a valuation
allowance  for  its  net  deferred  tax  assets  including  net  operating  loss
carryforwards during the second quarter of 2003

     The Company will maintain a full  valuation  allowance for its net deferred
tax  assets and net  operating  loss  carryforwards  until  sufficient  positive
evidence exists to support reversal of the valuation allowance. Until such time,
except for state and local  provisions,  the Company  will have no reported  tax
provision, net of valuation allowance adjustments.

     Income tax benefit  from  continuing  operations  was $3.8  million for the
first nine months of 2002,  which included  franchise  taxes and  non-deductible
items  of $0.3  million.  The  Company's  effective  tax  rate  from  continuing
operations for the nine-month period ended September 28, 2002 was 36.2%.

     On July 22, 2003, an ownership change occurred as per Internal Revenue Code
Section 382. A change in control,  for tax  purposes,  could limit the Company's
ability to utilize its net operating loss carryforwards.



                         LIQUIDITY AND CAPITAL RESOURCES

     The Company's consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. However, due to our liquidity
condition and continuing  operating losses, there is substantial doubt about the
Company's ability to continue as a going concern.  These financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying  amounts or the amount and  classification  of  liabilities  that
could result should the Company be unable to continue as a going concern.

     The Company does not expect to generate  sufficient cash from operations to
pay the principal amount of the Company's 11 5/8% Senior  Subordinated Notes due
2003 when they mature on December  15,  2003,  and,  therefore,  the Company has
offered to  exchange  the Senior  Subordinated  Note for either (i) cash and 10%
Convertible  Notes  due 2007 or (ii)  10%  Convertible  Notes  due  2007.  If an
insufficient  number of holders of Senior  Subordinated Notes participate in the
exchange  offer,  it is likely the Company will not be able to pay the principal
amount and the accrued and unpaid  interest due on their  maturity date. In that
event,  an event of default will have taken place under the indenture  governing
the Senior  Subordinated  Notes,  the Company's  senior credit  facility and the
indenture  governing the Company's  Senior Secured Notes due 2005,  allowing the
Company's  senior  lenders  to  immediately   accelerate  the  maturity  of  the
indebtedness under the Company's senior credit facility and the Company's Senior
Secured Notes and the Senior  Subordinated  Notes. If that were to occur, unless
the Company were able to obtain additional  financing to repay the senior credit
facility, the Senior Secured Notes and the outstanding Senior Subordinated Notes
(which the Company  believes is highly  unlikely),  the Company may be forced to
petition for relief under the U.S.  Bankruptcy Code, or the Company's  creditors
may file an involuntary petition against the Company.

     The Company's principal sources of working capital and liquidity are income
from  operations  and  borrowings  under  its  credit  facility.  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 in Item 2: Management's  Discussion and Analysis.
The Company's  primary need for capital  resources is to make scheduled debt and
interest  payments,  finance  inventory,  accounts  receivable,  improvements to
plant, property and equipment, and insurance reserves.

     During the first nine months of 2003, net cash used in operating activities
was $29.0 million  compared  with net cash  provided by operating  activities of
$11.2 for the first nine months of 2002.  The increase in cash used in operating
activities  primarily  is due to net  losses for the  period  and  increases  in
accounts  receivable  and prepaids  and other  assets from  December 28, 2002 to
September 27, 2003.

     The Company's  accounts  receivable  balance from continuing  operations of
$57.5 million was relatively flat compared to the balance at September 28, 2002,
and increased  $1.4 million from December 28, 2002. For the first nine months of
2003, accounts receivable turnover decreased slightly to 9.1 from 9.2 during the
same period last year.

<PAGE>28


     The  Company's  inventory  balance of $49.0  million at September  27, 2003
decreased  $11.0  million or 18.3% when compared to the balance at September 28,
2002 and  decreased  $1.2 million from  December  28, 2002.  Inventory  turnover
improved to 7.4 for the nine months  ended  September  27, 2003 from 7.0 for the
nine months ended September 28, 2002.  Accounts payable and accrued  liabilities
of $34.5 million and 12.9 million, respectively, at September 27, 2003 increased
approximately $5.3 million and $7.4 million from September 28, 2002 and December
28, 2002, respectively.

     The Company's capital expenditures consist primarily of the construction of
product  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 nine months of 2003, the Company spent approximately
$2.3  million on capital  expenditures,  compared  to $0.9  million for the same
period in 2002. Under the Merrill Credit Agreement,  capital expenditures during
2003 are currently limited to $6.0 million.  The Company expects to fund capital
expenditures through borrowings and its internally generated cash flow.

     At  September  27,  2003 the  Company  operated  52 sales and  distribution
centers and 11 component  manufacturing  facilities  compared  with 90 sales and
distribution facilities and 22 component  manufacturing  facilities at September
28, 2002. The reduction in facilities is due to the Lanoga Sale as well as other
facility  sales and  consolidations  that took  place  during  this  period.  At
September  28, 2003,  there were no material  commitments  to third  parties for
future capital expenditures.

     The  Company  maintained  excess  availability  under  the  Merrill  Credit
Agreement  throughout the first nine months of 2003.  The Company's  receivables
and inventory  typically  increase in the second and third  quarters of the year
due to higher sales in the peak  building  season.  In these same  periods,  the
Company typically reaches its peak utilization of its revolving credit agreement
because of the increased  inventory and receivables needed for the peak building
season. At September 27, 2003, the Company had outstanding  borrowings under the
Merrill Credit Agreement of $60.7 million, the minimum availability  requirement
was $15.0 million and the unused availability was $27.1 million.  Therefore,  as
of September  27, 2003 after all reserves  and  minimums,  the Company had $12.1
million of excess availability.

<PAGE>29


Senior Subordinated Debt
------------------------

     On February  26,  2003,  the Company  completed  its offer to exchange  its
Senior Secured Notes due 2005 for any and all of its  outstanding 11 5/8% Senior
Subordinated  Notes due 2003.  The Company  accepted  for the exchange all $42.8
million of Senior  Subordinated  Notes validly tendered in exchange for an equal
principal  amount  of Senior  Secured  Notes.  The  tendered  notes  represented
approximately  67% of the Senior  Subordinated  Notes outstanding as of February
26, 2003.  The Senior  Secured  Notes,  which bear interest at 11 5/8% per annum
from  the date of  issuance  through  December  15,  2003  and at 18% per  annum
thereafter, are secured by subordinated liens on the Company's owned real estate
and  equipment.  These liens are junior to the liens  securing  amounts  payable
under the Company's senior credit facility.

     Concurrent with the closing of the exchange offer, the indenture  governing
the  Senior  Subordinated  Notes was  amended  to  remove or modify  many of the
restrictive  covenants.  Those  restrictions  included (but were not limited to)
certain limitations on transactions with affiliates,  dividend payments, changes
in control,  and sales of assets.  In addition,  the Senior Secured Notes permit
the  Company to call the Senior  Secured  Notes,  at its  option,  at  declining
discounts starting at 15%.

     In March 2003,  the  Company  redeemed  outstanding  Senior  Secured  Notes
aggregating $5.9 million face value for $5.0 million. The resulting gain of $0.9
million was recorded in other  operating  income on the  Company's  Statement of
Operations.

     The Company  continues to carry Senior  Subordinated  Notes due in December
2003 of approximately $21.1 million.  (See Note 10 for discussion  regarding the
Company's current offer to exchange the remaining $21.1 million of these notes).

Revolving Credit Facility
-------------------------

     Concurrent with the exchange offer,  which closed on February 26, 2003, the
Company  completed a  refinancing  of its Fleet Credit  Agreement and term notes
existing under the prior Amended and Restated  Credit  Agreement  dated December
13, 2000 and entered into the new Merrill  Credit  Agreement  dated February 26,
2003. The total  commitment  was reduced from the original  $251.7 million ($200
million  revolving  line of credit  and  $51.7  million  of term  notes) to $125
million ($100 million  revolving  line of credit and $25 million of term notes).
The  commitment on the  revolving  line was reduced again on May 31, 2003 to $85
million. The Merrill Credit Agreement expires on February 26, 2007, and the term
notes are now due February 26, 2007.

     As of December 28, 2002 there was $31.5 million outstanding under the Fleet
Credit  Agreement of which $20.3 million was revolving  credit and $11.2 million
was term notes.  As a result of  amendments  during the third  quarter of fiscal
2003,  the  spread  range on  prime  rate  borrowings  under  the new  agreement
temporarily  increased to 1.5% to 2.25% over prime for revolving loans and 2.25%
to 3.0% over prime  under the term  notes.  These rate ranges are up by 25 basis
points from rates negotiated in the original  agreement on February 26, 2003.The
spread for LIBOR based  borrowing  increased  by the same 25 basis  points,  now
ranging from 2.75% to 3.5% over LIBOR for revolving loans and 3.5% to 4.25% over
LIBOR for term notes. These increases were the result of a default caused by the
Company's failure to meet required minimum EBITDA levels.
<PAGE>30

     On  August  15,  2003,  the  lenders  agreed to waive  the  default  of the
Company's  minimum EBITDA  requirement and amend the levels of EBITDA as defined
within the Credit  Agreement  (Fourth  Amendment).  In addition,  it amended the
original  credit  agreement to include a prepayment of term loan of $1.5 million
by September  30,  2003,  less any  prepayment  from the proceeds of the sale of
certain real estate. Also, it increased interest rate spreads by 25 basis points
and amended the original  credit  agreement to state that without  prior written
consent of required  lenders,  in no event will the  proceeds  of the  revolving
loans  be  used  to  consummate   (i)  any  redemption  or  purchase  of  Senior
Subordinated  Notes due 2003 or (ii) any  voluntary  redemption  or  purchase of
Senior  Secured Notes due 2005. In connection  with such waiver and  amendments,
the Company paid to the lenders a fee of $100,000.

     As of September 27, 2003, the Company met the minimum EBITDA levels and the
interest  rate ranges from the original  agreement  entered into on February 26,
2003 have been  restored,  effective  September 28, 2003.  However,  an event of
default could increase each of the Company's prime and LIBOR margins by 25 basis
points.  The spread over the prime or LIBOR rates is  determined  based upon the
Company's  Fixed Charge  Coverage  Ratio,  as defined  under the Merrill  Credit
Agreement.  The  Company's  base rate,  6.00% at September  27,  2003,  5.00% at
December 28, 2002 and 5.50% at September 28, 2002,  included an interest  spread
over  prime of  2.00%,  0.75%  and  0.75%,  respectively.  The  Company's  LIBOR
borrowing  rate,  4.37% at September  27,  2003,  4.13% at December 28, 2002 and
4.57% at September  28, 2002,  included an interest  spread over LIBOR of 3.25%,
2.75% and 2.75%, respectively.  The Company's weighted average interest rates on
revolver loans were 6.57% and 6.11% for the nine months ended September 27, 2003
and September 28, 2002, respectively.

     The Merrill Credit Agreement  limits the level of capital  expenditures for
each annual period,  while allowing for reinvestment of proceeds on asset sales.
The  Company is also  subject to certain  minimum  levels of EBITDA,  as defined
within  the  Credit  Agreement.  Availability  is  generally  limited  to 85% of
eligible accounts  receivable and 60% of eligible  inventory.  For the remaining
term of the Merrill Credit Agreement, minimum availability is required to be $15
million.

     Under the Merrill  Credit  Agreement,  a commitment  fee of .375% to .5% is
payable on the unused  revolving  credit amount.  Ranges of commitment  fees are
determined based upon the aforementioned Fixed Charge Coverage Ratio, as defined
under the Credit Agreement.  As of December 28, 2002 and September 28, 2003, the
Company was in compliance with all of its then existing covenants.

     On  August  27,  2003 the  Merrill  Credit  Agreement  was  amended  (Fifth
Amendment)  whereby  the  lenders  agreed to (i) remove the  Availability  Block
Adjustment Date and Availability  Block Table, as defined,  resulting in a fixed
availability  block,  (ii)  extend the due date to  September  30,  2003 for the
delivery of Deposit Account  Control  Agreements with respect to certain deposit
accounts  maintained  by the  Company,  (iii)  reduce each prime rate margin and
LIBOR margin  percentage  by 25 basis points  provided that EBITDA for the third
quarter  ended  September  27,  2003 and each month  thereafter,  is equal to or
greater than the amount set forth in the amendment. After any such decrease, the
first  time that  EBITDA  for any  subsequent  period set forth is less than the
amount set forth for each such  period,  effective  immediately  each prime rate
margin and LIBOR margin percentage will increase by 25 basis points.

<PAGE>31


     As of  September  27, 2003 there was $60.7  million  outstanding  under the
Merrill Credit  Agreement of which $36.7 million was revolving  credit and $23.9
million was term notes. The Company's unused availability was $27.1 million and,
under the Merrill Agreement as amended,  minimum  availability is required to be
$15.0 million.  Therefore, the Company held $12.1 million of excess availability
as of September 27, 2003 after all reserves and minimums were deducted.

     On  September  30, 2003 the Merrill  Credit  Agreement  was amended  (Sixth
Amendment)   whereby  the  lenders   agreed  (i)  that  the  Company   submitted
substantially  all (as determined by the Agent) of the Deposit  Account  Control
Agreements  and (ii) when the Company  made the  required  $1,500,000  Term Loan
Prepayment on September  30, 2003,  the net cash proceeds of the sale of certain
real estate  would then be applied to the Senior  Secured  Note,  as  previously
defined, with the remaining amounts applied to the Revolving Loan.


Net Operating Loss Carryforwards
--------------------------------

     Though fully provided for, the Company has net operating loss carryforwards
available to offset future taxable income of  approximately  $22.4 million as of
December  28, 2002  expiring in the years 2011  through  2021 (see Note 5 to the
financial  statements  and discussion in Item 2). On July 22, 2003, an ownership
change occurred as per Internal Revenue Code Section 382. A change in control of
the Company, for tax purposes,  may limit the Company's ability to utilize these
carry-forwards.

<PAGE>32





                          WICKES INC. AND SUBSIDIARIES

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There  have been no  material  changes  in the  Company's  quantitative  or
qualitative exposure to market risk since the end of fiscal 2002.


Item 4. CONTROLS AND PROCEDURES

     The Company has performed an evaluation  under the supervision and with the
participation of management,  including the Chief Executive  Officer ("CEO") and
Chief  Financial  Officer  ("CFO"),  of  the  effectiveness  of the  design  and
operation of the disclosure  controls and procedures.  Based on that evaluation,
the CEO and CFO  concluded  that the  disclosure  controls and  procedures  were
effective as of September 27, 2003.  There have been no  significant  changes in
the internal controls or other factors that could significantly  affect internal
controls subsequent to September 27, 2003, except as follows:

     As more fully described in Note 11 to the condensed  consolidated financial
statements,  subsequent to the issuance of its financial statements for the year
ended December 28, 2002, the Company determined that certain interest,  employee
benefits and manufacturing related expenses related to a discontinued  operation
incurred during fiscal years 2002, 2001, and 2000 were not properly  classified.
It  should  be  noted  that  these  misclassifications  relate  to  a  one-time,
non-recurring transaction.  The Company recently implemented additional internal
controls and procedures  designed to better monitor unique transactions on an as
needed basis and the Company is considering  the  establishment  of a disclosure
committee  to further  improve its internal  control  processes  and  procedures
around financial reporting and public disclosures.


<PAGE>33




                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings
         -----------------

Item 2.  Changes in Securities and Use of Proceeds
         -----------------------------------------

     (a) None
     (b) None
     (c) None
     (d) None


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

  (a)    4.1(n) Waiver and Fifth Amendment to Credit Agreement,  dated April 4,
         2003 among  Registrant  and Merrill  Lynch Capital as Lender and Agent
         for each Lender.

         4.1(o) Waiver and Sixth Amendment to Credit Agreement,  dated April 4,
         2003 among  Registrant  and Merrill  Lynch Capital as Lender and Agent
         for  each  Lender.

         10.7 Agreement dated October 1, 2003 with Imagine Investments, Inc.

         31.1  Certification of Chief Executive Officer Pursuant to Section 302
         of  the  Sarbanes-Oxley  act  of  2002

         31.2  Certification of Chief Financial Officer Pursuant to Section 302
         of the Sarbanes-Oxley act of 2002

         32  Certifications  of Chief  Executive  Officer  and Chief  Financial
         Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


     (b)  Reports on Form 8-K

          A Current  Report on Form 8-K dated  August 15,  2003 was filed  under
          Item 7 disclosing  that the Company issued a press release  announcing
          its  2003  second  quarter  earnings.  A copy  of the  press  release,
          including unaudited financial information released as a part thereof.

          A Current  Report on Form 8-K dated  August 22,  2003 was filed  under
          Item 5 disclosing  that the Company  received a letter from the NASDAQ
          stating that, based on the Company's Quarterly Report on Form 10-Q for
          the quarter  ended June 28,  2003,  the  Company  does not comply with
          Marketplace  Rule 4310 (c) (2) (B).  Therefore the Staff of the NASDAQ
          is reviewing the Company's  eligibility  for continued  listing on the
          NASDAQ SmallCap market.

          A Current Report on Form 8-K dated  September 12, 2003 was filed under
          Item 5 disclosing  that the Company issued a press release  announcing
          the delisting of its common stock from the NASDAQ  SmallCap  Market at
          the opening of business  on  September  23, 2003 due to its failure to
          comply with the minimum requirements for continued listing.

<PAGE>34


          A Current  Report on Form 8-K dated  October  3, 2003 was filed  under
          Item 5 disclosing  that the Company issued a press release  announcing
          that Imagine Investments,  Inc. has agreed to provide $10.5 million of
          financing  to enable the Company to make a cash  tender  offer for its
          Senior Subordinated Notes due December 15, 2003.



<PAGE>35



                                   SIGNATURES

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

                                   WICKES INC.




                          By:      /s/ James J. O'Grady
                                   --------------------
                                   James J.  O'Grady
                                   President and Chief Executive Officer



                          By:      /s/ James A. Hopwood
                                   --------------------
                                   James A. Hopwood
                                   Senior Vice President and
                                   Chief Financial Officer


Date:  November 17, 2003




<PAGE>36


                                                                    Exhibit 31.1
                            SECTION 302 CERTIFICATION

I, James J. O'Grady, certify that:


1. I have reviewed this quarterly report on Form 10-Q of Wickes Inc.;


2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this quarterly report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;


4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


a) Designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this report is being prepared;


b) Evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and


c) Disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected,  or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and


5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):


a) All  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and


b) Any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: November  17, 2003            Signature: /s/ James J. O'Grady
      ------------------                       --------------------
                                               President and
                                               Chief Executive Officer

<PAGE>37


                                                                    Exhibit 31.2
                            SECTION 302 CERTIFICATION

I, James Hopwood, certify that:


1. I have reviewed this quarterly report on Form 10-Q of Wickes Inc.;


2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this quarterly report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;


4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


a) Designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this report is being prepared;


b) Evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures and presented in this report our conclusions  about the effectiveness
of the disclosure  controls and procedures,  as of the end of the period covered
by this report based on such evaluation; and


c) Disclosed in this report any change in the registrant's internal control over
financial  reporting that occurred  during the  registrant's  most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected,  or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and


5. The registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):


a) All  significant  deficiencies  and  material  weaknesses  in the  design  or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and


b) Any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: November 17, 2003             Signature: /s/ James A. Hopwood
      -----------------                        --------------------
                                               Senior Vice President and
                                               Chief Financial Officer

<PAGE>38










                                                                      Exhibit 32




                           CERTIFICATIONS PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

In connection  with the Quarterly  Report of Wickes Inc, a Delaware  corporation
(the "Company"), on Form 10-Q for the quarter ended September 27, 2003, as filed
with the Securities and Exchange  Commission (the "Report"),  James J. O'Grady ,
President  and Chief  Executive  Officer of the  Company  and James A.  Hopwood,
Senior Vice President and Chief Financial Officer of the Company,  respectively,
do each hereby certify,  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of 2002
(18 U.S.C. ss. 1350), that to his knowledge:

     (1) The Report fully  complies  with the  requirements  of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.

/s/ James J. O'Grady
--------------------

James J. O'Grady
President and Chief Executive Officer

November 17, 2003

/s/ James A. Hopwood
--------------------

James A. Hopwood
Senior Vice President and Chief Financial Officer

November 17, 2003