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 June 29, 2002                      Number 1-14967
                               -------------                             -------

                                   WICKES INC.
                              --------------------
             (Exact name of registrant as specified in its charter)


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


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



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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during  the  preceding  12  months,  and (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    Yes X     No
                                       ---      ---

As of June 29, 2002, the Registrant  had 8,288,845  shares of Common Stock,  par
value $.01 per share outstanding.

<PAGE>2


                          WICKES INC. AND SUBSIDIARIES

                                      INDEX
                                      -----
<TABLE>


                                                                                                           Page
                                                                                                          Number
                                                                                                          ------

<S>                                                                                                      <C>

PART I.         FINANCIAL INFORMATION

       Item 1.  Financial Statements

           Condensed Consolidated Balance Sheets
            June 29, 2002 (Unaudited), December 29, 2001 and
            June 30, 2001 (Unaudited)                                                                         3

           Condensed Consolidated Statements of Operations (Unaudited)-
            For the three months and six months ended
            June 29, 2002 and June 30, 2001                                                                   4

           Condensed Consolidated Statements of Cash Flows (Unaudited)-
            For the six months ended June 29, 2002 and June 30, 2001                                          5

           Notes to Condensed Consolidated
            Financial Statements (Unaudited)                                                                  6

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

       Item 3.  Quantitative and Qualitative Disclosures about
                     Market Risk                                                                             26


PART II.        OTHER INFORMATION

       Item 1.  Legal Proceedings                                                                            27

       Item 2.  Changes in Securities and Use of Proceeds                                                    27

       Item 5.  Other Information                                                                            27

       Item 6.  Exhibits and Reports on Form 8-K                                                             28

</TABLE>

<PAGE>3


                          WICKES INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
               June 29, 2002, December 29, 2001 and June 30, 2001
                        (in thousands except share data)
<TABLE>

                                                                                 June 29,      December 29,      June 30,
                                                                                   2002            2001            2001
                                                                               --------------  -------------   -------------
                         ASSETS                                                 (UNAUDITED)                      (UNAUDITED)
<S>                                                                         <C>             <C>             <C>
Current assets:
    Cash                                                                     $           172 $          198  $          204
    Accounts receivable, less allowance for doubtful
       accounts of $2,152 in June 2002, $2,119 in December 2001,
       and $2,174 in June 2001                                                        88,937         83,369         110,609
    Note receivable from affiliate                                                       425            430             359
    Inventory                                                                         94,150        100,118         131,219
    Deferred tax asset                                                                 8,230          7,474           9,606
    Prepaid expenses and other assets                                                  6,319          5,058           5,577
                                                                               --------------  -------------   -------------
        Total current assets                                                         198,233        196,647         257,574
                                                                               --------------  -------------   -------------

Note receivable from affiliate                                                             -              -             134
Property, plant and equipment, net                                                    53,803         58,690          58,581
Trademark (net of accumulated amortization of $11,163 in June
      2002 and December 2001, $11,052 in June 2001)                                    5,856          5,856           5,968
Deferred tax asset                                                                    16,559         16,559          12,990
Rental equipment (net of accumulated depreciation of $2,115 in June
      2002, $2,186 in December 2001, and $1,945 in June 2001)                          1,695          2,287           2,723
Goodwill (net of accumulated amortization of $2,575 in June                           12,229         12,229          12,550
     2002 and December 2001, $2,404 in June 2001)
Other assets (net of accumulated amortization of $12,629 in June
     2002, $11,881 in December 2001, and $11,082 in June 2001)                         4,781          4,805           7,786

                                                                               --------------  -------------   -------------
        Total assets                                                         $       293,156 $      297,073  $      358,306
                                                                               ==============  =============   =============

               LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
    Current maturities of long-term debt                                     $        10,096 $        9,157  $        8,687
    Accounts payable                                                                  53,932         43,956          63,402
    Accrued liabilities                                                               16,070         20,563          15,771
                                                                               --------------  -------------   -------------
      Total current liabilities                                                       80,098         73,676          87,860
                                                                               --------------  -------------   -------------

Long-term debt, less current maturities                                              184,391        193,253         238,132
Other long-term liabilities                                                            3,267          3,373           3,988

Stockholders' equity:
    Common stock, $0.01 par (8,288,845, 8,281,585,
       8,275,985 shares issued and outstanding, respectively)                             83             83              83
    Other comprehensive loss                                                               -            (93)            (89)
    Additional paid-in capital                                                        87,155         87,134          87,113
    Accumulated deficit                                                              (61,838)       (60,353)        (58,781)
                                                                               --------------  -------------   -------------
     Total stockholders' equity                                                       25,400         26,771          28,326
                                                                               --------------  -------------   -------------
     Total liabilties and stockholders' equity                               $       293,156 $      297,073  $      358,306
                                                                               ==============  =============   =============

</TABLE>

The  accompanying  notes  are an  integral  part of the  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        Six Months Ended
                                                      ------------------        ----------------
                                                    June 29,     June 30,     June 29,     June 30,
                                                      2002         2001         2002         2001
                                                   -----------  -----------  -----------  -----------
<S>                                              <C>          <C>          <C>          <C>

Net sales                                         $   234,610 $    274,093 $    420,434 $    458,919
Cost of sales                                         183,965      215,456      331,404      358,351
                                                  -----------  -----------  -----------  -----------

    Gross profit                                       50,645       58,637       89,030      100,568
                                                   -----------  -----------  -----------  -----------


Selling, general and administrative expenses           42,048       50,239       79,899       94,869
Depreciation, goodwill and trademark amortization       1,328        1,602        2,746        3,105
Provision for doubtful accounts                           180           35          617          643
Store closing costs                                       785            -        1,747            -
Other operating income                                 (1,930)        (723)      (2,495)      (1,113)
                                                   -----------  -----------  -----------  -----------
                                                       42,411       51,153       82,514       97,504
                                                   -----------  -----------  -----------  -----------
    Income from operations                              8,234        7,484        6,516        3,064

Interest expense                                        4,115        5,511        8,491       11,394
                                                   -----------  -----------  -----------  -----------
Income (loss) before taxes                              4,119        1,973       (1,975)      (8,330)

Income tax expense (benefit)                            1,779          991         (490)      (2,828)
                                                   -----------  -----------  -----------  -----------

    Net income (loss)                             $     2,340 $        982 $     (1,485)$     (5,502)
                                                   ===========  ===========  ===========  ===========


Net income (loss) per common share- basic         $      0.28 $       0.12 $      (0.18)$      (0.66)
                                                   ===========  ===========  ===========  ===========

Net income (loss) per common share- diluted       $      0.28 $       0.12 $      (0.18)$      (0.66)
                                                   ===========  ===========  ===========  ===========

Weighted average common shares- basic               8,288,761    8,275,934    8,286,837    8,274,432
                                                   ===========  ===========  ===========  ===========

Weighted average common shares- diluted             8,459,051    8,430,362    8,286,837    8,274,432
                                                   ===========  ===========  ===========  ===========
</TABLE>

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

<PAGE>5




                                         WICKES INC. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (UNAUDITED)
                                              (in thousands)
<TABLE>

                                                                                       Six Months Ended
                                                                                       ----------------
                                                                                 June 29,           June 30,
                                                                                   2002               2001
                                                                               --------------     --------------

<S>                                                                         <C>                <C>

Cash flows from operating activities:
  Net loss                                                                   $        (1,485)   $        (5,502)
  Adjustments to reconcile net loss to
       net cash provided by (used in) operating activities:
    Depreciation expense                                                               3,572              3,650
    Amortization of trademark                                                              -                111
    Amortization of goodwill                                                               -                349
    Amortization of deferred financing costs                                             772                677
    Provision for doubtful accounts                                                      617                643
    (Gain) loss on sale of assets and other items                                     (1,261)                49
    Deferred tax benefit                                                                (756)            (2,859)
    Changes in assets and liabilities:
       (Increase) in accounts receivable                                              (6,185)           (34,566)
       Decrease (increase) in inventory                                                5,661            (13,465)
       Increase in accounts payable and accrued liabilities                            5,470             20,773
       (Increase) in prepaids and other assets                                        (1,824)            (3,326)
                                                                               --------------     --------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                    4,581            (33,466)
                                                                               --------------     --------------

Cash flows from investing activities:
    Purchases of property, plant and equipment                                          (705)            (5,898)
    Proceeds from sales of property, plant and equipment                               4,016                 17
    Payments for acquisitions                                                              -               (759)
    Increase (decrease) in notes receivable                                                5                (10)
                                                                               --------------     --------------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                    3,316             (6,650)

Cash flows from financing activities:
    Net (repayments) borrowings under revolving line of credit                        (5,574)            40,077
    Repayments of term loan                                                           (2,349)                 -

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

NET CASH (USED IN) PROVIDED BY  FINANCING ACTIVITIES                                  (7,923)            40,077
                                                                               --------------     --------------

NET DECREASE IN CASH                                                                     (26)               (39)
Cash at beginning of period                                                              198                243
                                                                               --------------     --------------

CASH AT END OF PERIOD                                                        $           172    $           204
                                                                               ==============     ==============

Supplemental schedule of cash flow information:
     Interest paid                                                           $         8,341    $        10,412
     Income taxes paid                                                       $           469    $           491

Supplemental non-cash operating and investing activities:  The Company
purchased net assets in conjunction with acquisitions made during the
period.  In connection with these acquisitions, assets and liabilities were
assumed as follows:
   Assets acquired                                                           $             -    $         1,789
   Liabilities assumed                                                       $             -    $         1,030
   Cash paid                                                                 $             -    $           759

</TABLE>


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


<PAGE>6


                          WICKES INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED 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 29, 2001. 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") No. 131,  "Disclosures
about  Segments of an Enterprise  and Related  Information",  is included in the
Company's consolidated financial statements.


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

The  Company  issued  7,260  shares of Common  Stock to  members of its board of
directors in lieu of cash compensation during the six months ended June 29, 2002
pursuant to the Company's Director Incentive Plan.


<PAGE>7



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

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

The Company  periodically  grants  stock  options to key  personnel.  Generally,
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.

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

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


2.  IMPLEMENTATION OF NEW ACCOUNTING STANDARDS
    ------------------------------------------

Effective at the  beginning of fiscal  2002,  the Company  adopted SFAS No. 142,
"Goodwill and Other  Intangible  Assets".  Upon  adoption of SFAS 142,  goodwill
amortization ceased. In addition,  the Company has determined that its trademark
life is indefinite and also ceased related amortization. Goodwill is now subject
to fair-value  based  impairment tests performed on an annual basis. The Company
has determined that it has only one reporting unit as defined in accordance with
SFAS No. 142. The fair value of the reporting unit was primarily estimated using
the expected present value of associated  future cash flows and market values of
comparable  businesses,  where available.  The Company determined based upon its
assessment of fair value that no impairment of the Company exists. The Company's
net book value of goodwill is $12.2 million and an annual  impairment  test will
be performed in each year in October.  As required  under SFAS 142 the following
table provides net earnings  (losses) and per share data adjusted for the effect
of amortization of goodwill and other indefinite lived intangible assets.


<PAGE>8


                                          WICKES INC. AND SUBSIDIARIES
                                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                  (UNAUDITED)
<TABLE>

                                                    Three Months Ended                      Six Months Ended
                                                    ------------------                      ----------------
                                                 June 29,          June 30,              June 29,           June 30,
                                                  2002              2001                  2002               2001
                                                  ----              ----                  ----               ----
<S>                                           <C>              <C>                   <C>               <C>

      Reported net income (loss)              $     2,340      $        982          $     (1,485)     $    (5,502)

      Goodwill amortization                                             177                                    349
      Trademark amortization                                             56                                    111
                                                 ---------        ----------            -----------       ----------

      Adjusted net income (loss)                    2,340             1,215                (1,485)          (5,042)
                                                 ---------        ----------            -----------       ----------

      Net income (loss) per
       common share -
         Basic and diluted:
         Reported net income (loss)           $      0.28      $       0.12          $      (0.18)     $     (0.66)

         Goodwill amortization                          -              0.02                      -             0.04
         Trademark amortization                         -              0.01                      -             0.01
                                                 ---------        ----------            -----------       ----------

          Adjusted net income (loss)
              Basic                           $      0.28      $       0.15          $      (0.18)     $     (0.61)
              Diluted                         $      0.28      $       0.14          $      (0.18)     $     (0.61)


</TABLE>


In August 2001, the Financial  Accounting  Standards  Board issued SFAS No. 144,
"Accounting  for the  Impairment  or Disposal of  Long-Lived  Assets."  SFAS 144
resolves certain implementation issues related to SFAS No. 121 and establishes a
single  accounting  model for long-lived  assets to be disposed of by sale. SFAS
144 was adopted by the Company at the beginning of 2002.


3.  COMPREHENSIVE INCOME (LOSS)
    ---------------------------

The components of comprehensive income (loss) are as follows (in thousands):
<TABLE>

                                                      Three Months Ended                       Six Months Ended
                                                      ------------------                       ----------------
                                                     June 29,          June 30,            June 29,          June 30,
                                                       2002              2001                2002              2001
                                                       ----              ----                ----              ----
<S>                                        <C>                 <C>                 <C>               <C>

      Reported net income (loss)            $          2,340    $         982       $      (1,485)    $     (5,502)

      Effect of adoption of
      SFAS 133, net of tax of $40                                                                              (66)

      Change in fair value of
       Interest rate swap                                                 (89)                                 (89)

      Reclassifications to earnings                                                                             66
                                                 ------------      ------------        ------------      -----------
      Comprehensive income (loss)           $          2,340    $         893       $      (1,485)    $     (5,591)
                                                 ------------      ------------        ------------      -----------
</TABLE>

<PAGE>9

                          WICKES INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)
<TABLE>


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

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

                                                  June 29,             June 30,
                                                     2002                 2001
                                                    -----                -----
        <S>                                      <C>                   <C>
        Revolving credit facility:
           Revolving notes                    $       94,324        $    133,326
           Term notes                                 36,207              49,537
        Senior subordinated notes                     63,956              63,956
        Less current maturities                      (10,096)            (8,687)

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

        Total long-term debt                  $      184,391        $    238,132
                                                ------------          ----------
</TABLE>

Under the Company's  revolving credit agreement,  the Company may borrow against
certain levels of accounts  receivable and inventory.  Unused availability under
the revolving credit  agreement at June 29, 2002 was $29.7 million.  The Company
was in compliance with all covenants as of June 29, 2002.



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

The  provision for income taxes for the  three-month  period ended June 29, 2002
was $1.8  million,  compared  to $1.0  million  for the same period in the prior
year.  An  effective  federal  and  state  income  tax rate of 39.1% was used to
calculate  income taxes for the three-month  period ended June 29, 2002 compared
to 38.1% for the same period in the prior year.  The  calculated tax rate in the
financial  statements  of 43.2% for the  three-month  period ended June 29, 2002
compared  to 50.2%  for the same  period  in the prior  year,  differs  from the
effective  federal and state income tax rate due to state  franchise taxes being
calculated  separately.   State  franchise  taxes  were  $0.2  million  for  the
three-month  period  ended June 29, 2002  compared to $0.3  million for the same
period in the prior year.



<PAGE>10

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


The provision for income taxes for the six-month  period ended June 29, 2002 was
a benefit of $0.5  million  compared  to a benefit of $2.8  million for the same
period in the prior year.  An  effective  federal  and state  income tax rate of
39.2% was used to calculate income taxes for the six-month period ended June 29,
2002 compared to 38.7% for the same period in the prior year. The calculated tax
rate in the financial  statements  of 24.8% for the six-month  period ended June
29, 2002  compared to 34.0% for the same period in the prior year,  differs from
the  effective  federal and state income tax rate due to state  franchise  taxes
being  calculated  separately.  State  franchise taxes were $0.4 million for the
six-month  period  ended June 29,  2002  compared  to $0.5  million for the same
period in the prior year.


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

At June 29, 2002, the Company had approximately $132,000 accrued 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 $2.0 million of costs, net of insurance and regulatory recoveries,
with respect to the filling or removing of underground storage tanks and related
investigatory and remedial actions.  Insignificant amounts of contamination have
been found on excess properties sold over the past five years.

The Company 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.

<PAGE>11



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


The Company is one of many  defendants  in  approximately  434 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 50
similar actions for insignificant amounts, and another 253 of these actions have
been dismissed. None of these suits have made it to trial.

Losses in excess of the $132,000 reserved as of June 29, 2002 are possible,  but
an 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.


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

The Company  calculates  earnings per share in accordance  with SFAS No. 128. In
periods where net losses are incurred, dilutive common stock equivalents are not
used in the  calculation  of diluted  EPS as they  would  have an  anti-dilutive
effect on EPS. For the six-month  periods ended June 29, 2002 and June 30, 2001,
common  stock  equivalents  of 116,000 and 154,000  shares,  respectively,  were
excluded as they were  anti-dilutive.  In addition,  options to purchase 440,000
and 589,000  weighted  average  shares of common stock at June 29, 2002 and June
30, 2001,  respectively,  had an exercise  price greater than the average market
price.


8.  RELATED PARTY TRANSACTIONS
    --------------------------
Approximately 34% of the Company's  outstanding  shares of common stock is owned
by Riverside Group, Inc. and approximately 13% is owned by Imagine  Investments,
Inc. and its parent, Stone Investments, Inc.


<PAGE>12

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


In February 2002, the Company  entered into an agreement with Cybermax,  Inc., a
wholly-owned  subsidiary  of  Riverside  Group,  Inc.  The  agreement  calls for
Cybermax to design,  develop  and  support a web based  system that will aid the
Company in  marketing  and selling  product.  For the six months  ended June 29,
2002, the Company paid approximately $59,000 to Cybermax, Inc.

In March 2000, the Company entered into an agreement with  Buildscape,  Inc., an
entity then affiliated with Riverside Group, Inc. and Imagine Investments,  Inc.
Pursuant  to this  agreement,  the  Company  and  Buildscape,  Inc.  are jointly
conducting an Internet distribution  program.  Buildscape is an Internet service
designed for builders  that allows the  Company's  customers to buy products and
materials from Wickes and other suppliers.  It provides  real-time online access
to the professional  builders' specific Wickes price list, bill of materials and
trade account.  Wickes paid Buildscape approximately $104,000 in the six months
ended June 29, 2002. In July 2002, Dow Chemical  Company acquired 100% ownership
of  Buildscape,  Inc.  The Company  will  continue to use the  Buildscape,  Inc.
internet distribution program to sell products to its customers.

In  February  1998,  as  part  of  the  determination  made  by the  Company  to
discontinue or sell non-core  programs,  the Company sold certain  operations to
Riverside  Group,  Inc. In exchange  for these  assets,  the Company  received a
three-year  $870,000  unsecured  promissory note and 10% of future net income of
these  operations  (subject to a maximum of $429,000  plus  interest).  In March
2000,  the Company  extended  the terms of its note  receivable  from  Riverside
Group, Inc. Under the revised terms, all previously accrued interest was paid to
the  Company by  Riverside  Group,  Inc.  on March 31,  2000.  Repayment  of the
remaining  principal balance was deferred for one year, with quarterly principal
payments  commencing  on April 1, 2001 and ending June 30, 2002. On December 28,
2001 the Company amended the terms of its note receivable with Riverside  Group,
Inc. in an agreement that extended the payment of principal and interest, due in
full, on December 28, 2002. As of June 29, 2002 the remaining  principal balance
was approximately $402,000, with accrued interest of approximately $23,000.

For the six months ended June 29, 2002, the Company paid approximately  $547,000
in reimbursements to affiliates of the Company's Chairman primarily for use of a
corporate aircraft as well as office space and office support services.


<PAGE>13

                          WICKES INC. AND SUBSIDIARIES


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

The  following  discussion  should  be read in  conjunction  with the  Condensed
Consolidated  Financial  Statements and Notes thereto contained elsewhere herein
and in conjunction with the Consolidated  Financial Statements and Notes thereto
and Management's  Discussion and Analysis of Financial  Condition and Results of
Operations  contained in the Company's Annual Report on Form 10-K for the fiscal
year ended December 29, 2001.

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

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


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

Wickes Inc. 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 June 29,  2002,  the Company
operated 91 sales and  distribution  facilities  and 24 component  manufacturing
facilities in 22 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.



<PAGE>14

The Company  focuses on the  professional  builder and  contractor  market.  The
Company  targets five customer  groups:  the production or volume  builder;  the
custom  builder;  the tradesman;  the repair and  remodeler;  and the commercial
developer.  Its marketing  approach  encompasses three channels of distribution:
Major  Markets,  Conventional  Markets,  and Wickes  Direct.  These channels are
supported  by  the  Company's  network  of  building   component   manufacturing
facilities.  In Major Markets,  the Company serves the national,  regional,  and
large  local  builder in larger  markets  with a total  solutions  approach  and
specialized  services. In Conventional Markets, the Company provides the smaller
building  professional  in  less-populous  markets  with  tailored  products and
services.  Wickes  Direct  provides  materials  flow  and  logistics  management
services to commercial customers. The Company also serves building professionals
through  its  network of 24  component  manufacturing  facilities  that  produce
value-added, wood framed wall panels, roof and floor truss systems, and pre-hung
interior and exterior doors.


                              RESULTS OF OPERATIONS
                              ---------------------

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

<TABLE>

                                           Three Months Ended               Six Months Ended
                                           ------------------               ----------------

                                        June 29,       June 30,           June 29,        June 30,
                                         2002            2001               2002            2001
                                         ----            ----               ----            ----
<S>                                    <C>            <C>               <C>             <C>
Net sales                               100.0%          100.0%           100.0%           100.0%
Gross profit                             21.6%           21.4%            21.2%            21.9%
Selling, general and
  administrative expense                 17.9%           18.3%            19.0%            20.7%
Depreciation, goodwill and
  trademark amortization                  0.6%            0.6%             0.7%             0.7%
Provision for doubtful accounts           0.1%            0.0%             0.2%             0.1%
Store closing costs                       0.3%            -                0.4%             -
Other operating income                   (0.8)%          (0.3)%           (0.6)%           (0.2)%
Income from operations                    3.5%            2.7%             1.6%             0.7%

</TABLE>

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


<PAGE>15


The Company's  results of operations are  historically  affected by, among other
factors, weather conditions,  interest rates, lumber prices, and housing starts.
Weather  conditions in the Company's  markets were generally warmer than average
temperatures and below normal  precipitation in the first quarter. In the second
quarter  of  2002,   generally  average   temperatures  but  much  above  normal
precipitation were experienced. The Company's average rate of interest decreased
to 7.66%  during the second  quarter  compared to 9.01% for the same period last
year.  The  year-to-date  weighted-average  interest  rate  decreased  to  8.18%
compared  to 9.32%  for the same  period  last  year.  The  second  quarter  and
year-to-date  results were affected by lower commodity lumber prices, down 14.2%
and 3.2%, respectively,  from last year. Housing starts in the Company's primary
market,  the  Midwest,  were down 2.2% from the first  half of 2001.  During the
first six months of 2002, the Company experienced reductions in selling, general
and administrative  ("SG&A") expense and gains on the sale of assets as a direct
result  of a plan to  reduce  certain  overhead  programs  and  under-performing
assets.

Net income for the second  quarters  ended June 29,  2002 and June 30, 2001 were
$2.3 million and $1.0 million, respectively. Net losses for the six-months ended
June  29,  2002  and  June  30,  2001  were  $1.5  million  and  $5.5   million,
respectively.


                    Three Months Ended June 29, 2002 Compared
                    with the Three Months Ended June 30, 2001
                    -----------------------------------------


Net Sales
---------

Net sales for the second  quarter of 2002  decreased  14.4%,  to $234.6  million
compared to $274.1 million for the second  quarter of 2001. The Company  closed,
consolidated  or sold a total of eight  locations  this year.  Same store  sales
decreased  7.3% from the comparable  period last year. To the Company's  primary
building professional customers: same store sales increased 0.3% to the new home
builder,  decreased 25.3% to the commercial developer, and decreased 9.2% to the
repair and  remodeler.  The new home  builder  represents  66.4% of total  sales
compared to 62.6% last year.  Total sales to  building  professionals  represent
91.2% of total  sales  compared  to 90.8% last year.  As of June 29,  2002,  the
Company  operated 91 sales and distribution  facilities,  compared to 100 at the
end of the second quarter of 2001.



<PAGE>16

The Company  believes  that sales  decreases for the three months ended June 29,
2002  primarily  resulted  from the decline in the number of  locations,  lumber
deflation and a decline in housing starts. In the Company's primary market,  the
Midwest,  housing  starts were down 2.2% in the second  quarter of 2002 compared
with 2001.  The Company  estimates  that the effect of lumber  deflation for the
second  quarter of 2002  decreased  total sales by  approximately  $13.0 million
compared with the same period last year. Lumber and building materials accounted
for 84.5% of total sales in the second  quarter of 2002  compared  with 85.6% in
2001.

Products  that  exhibited  the greatest  change in sales  dollars for the period
ended June 29, 2002 versus the  comparable  prior year period  were:  lumber and
plywood (down 24.0%), trusses and engineered wood products (down 10.5%), treated
wood (down 17.7%),  roofing and roofing material (down 13.5%) and specialty wood
products (down 20.2%).


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

Gross profit decreased to $50.6 million in the second quarter of 2002 from $58.6
million  in the second  quarter of 2001,  a 13.6%  decrease.  Gross  profit as a
percentage of sales increased in the second quarter 2002 to 21.6% from 21.4% for
the second  quarter of 2001.  The Company  believes  that the  increase in gross
profit as a percentage  of sales is the result of increased  sales of internally
manufactured components. In the second quarter of 2002, the Company's production
of  building  components  increased  to  approximately  62% of  total  sales  of
manufactured  components from  approximately  60% in the second quarter of 2001.
The  Company  believes  that the  decrease  in  gross  profit  dollars  resulted
primarily from the reduction in the number of  facilities,  and lower margins on
lumber products (down 70 basis points).  Using "Random Length Price Indices" and
other  commodity  price  measurements,  the Company  estimates that deflation in
commodity lumber prices decreased gross profit for the second quarter of 2002 by
approximately  $2.4 million when  compared  with  commodity  lumber price levels
experienced during the second quarter of 2001.



<PAGE>17

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

SG&A  expense  decreased  to 17.9% of net sales in the  second  quarter  of 2002
compared  with 18.3% of net sales in the second  quarter of 2001.  SG&A  dollars
decreased to $42.0  million in the second  quarter of 2002 from $50.2 million in
the second  quarter of 2001,  a decrease  of $8.2  million.  Reductions  in SG&A
expenses  are due to decreases  in salaries  (down 15%),  decreases in marketing
expenses  (down  42%),  and  decreased   delivery  expenses  (down  16%).  These
reductions  are the result of both a reduction  in the number of  facilities  as
well as the Company's initiatives to reduce SG&A costs.


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

Depreciation,  goodwill and trademark amortization decreased to $1.3 million for
the second quarter of 2002 compared to $1.6 million for the same period in 2001.
The decrease in  depreciation,  goodwill and  amortization  is primarily  due to
implementation of SFAS 142.


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

The provision for doubtful  accounts was $180,000 in the second quarter of 2002,
compared with $35,000 in the second quarter of 2001.


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

During the second  quarter of 2002,  the Company  sold two of its  distributions
centers.  Store closing costs associated with these activities typically include
employee  termination  costs,  non-cancelable  lease  obligations and other exit
costs incurred as a direct result of closing or selling facilities.  These store
closing costs for the second quarter of 2002 were  $785,000.  In addition to the
costs above,  the Company  also  incurred  charges  related to the write down of
inventory and receivables to their net realizable value. These charges have been
recorded in cost of sales and provision for doubtful  accounts.  The Company has
accrued in current liabilities  approximately $72,000 for estimated future costs
associated with these closings.


<PAGE>18


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

Other operating  income for the second quarter of 2002 was $1.9 million compared
with $0.7 million for the second quarter 2001.  Other operating income primarily
includes the sale or disposal of property, plant and equipment,  service charges
assessed customers on past due accounts receivable,  and casualty gains/losses.
The increase in operating income primarily is due to the sale of two centers and
their related  assets,  which resulted in $0.9 million gain. No properties  were
sold in the second quarter of 2001.


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

In the second quarter of 2002,  interest expense  decreased to $4.1 million from
$5.5 million during the second  quarter of 2001.  The Company's  average rate of
interest  decreased to 7.66% during the second quarter compared to 9.01% for the
same period last year.

The Company's second quarter average debt levels decreased  significantly,  down
$37.8 million or 16.2% over the comparable period in 2001. The Company continues
to maximize its use of LIBOR contracts to minimize its overall interest expense.
In the second  quarter of 2002,  approximately  91.6% of the  Company's  average
borrowing on its  revolving  credit  facility was  LIBOR-based  as compared with
95.0% during the second quarter of 2001.


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

The Company  recorded  income tax expense of $1.8 million for the second quarter
of 2002 compared with expense of $1.0 million in the second  quarter of 2001. An
effective  federal  and state  income  tax rate of 39.1%  was used to  calculate
income taxes for the second quarter of 2002,  compared with an effective rate of
38.1% for the second  quarter of 2001.  The calculated tax rate in the financial
statements  of 43.2% for the second  quarter of 2002  compared  to 50.2% for the
second quarter of 2001,  differs from the effective federal and state income tax
rate due to state franchise taxes being calculated  separately.  State franchise
taxes were $0.2  million  and $0.3  million  for the second  quarter of 2002 and
2001, respectively.

The Company  continues to review future  earnings  projections to determine that
there is sufficient support for its deferred tax assets and valuation allowance.
Management  believes  that it is more  likely  than not that  the  Company  will
receive  full  benefit  of its net  deferred  tax asset  and that the  valuation
allowance is properly stated.

<PAGE>19


This assessment  constitutes  Forward-Looking  Information  made pursuant to the
safe harbor provisions of the Private  Securities  Litigation Reform Act of 1995
and is inherently subject to uncertainty and dependent upon the Company's future
profitability,  which in turn depends  upon a number of  important  risk factors
including but not limited to: the  effectiveness  of the  Company's  operational
efforts,  cyclicality and seasonality of the Company's business,  the effects of
the Company's substantial leverage, and competition.



                     Six Months Ended June 29, 2002 Compared
                     with the Six Months Ended June 30, 2001
                     ---------------------------------------


Net Sales
---------

Net sales for the first six months of 2002 decreased 8.4% to $420.4 million from
$458.9  million  for the first six months of 2001.  Since the  beginning  of the
year, the Company has closed,  consolidated or sold a total of eight  locations.
Same store sales  decreased  2.2% from the  comparable  period last year. To the
Company's primary building  professional  customers:  same store sales increased
4.1% to the new home builder,  decreased 13.8% to the commercial developer,  and
decreased  3.5% to the repair and  remodeler.  The new home  builder  represents
65.9% of total sales compared to 63.1% last year.  Total sales to these building
professionals  represent 91.9% of total sales compared to 91.6% last year. As of
June 29,  2002,  the  Company  operated  91 sales and  distribution  facilities,
compared to 100 at June 30, 2001.

The Company  believes  that same store sales  decrease  for the six months ended
June 29,  2002  primarily  results  from  lumber  deflation  and  housing  start
declines.  The Company estimates that the net effect of lumber deflation for the
first six months of 2002  decreased  total sales by  approximately  $7.3 million
compared with the same period last year. Lumber and building materials accounted
for 84.0% of total sales this year compared with 85.0% last year. Housing starts
in the first six months of 2002  compared to 2001 were down 2.2% in the Midwest,
the Company's primary market.

Products that  exhibited the greatest  change in sales dollars for the first six
months of 2002 versus the comparable  period in the prior year were:  lumber and
plywood (down 17.7%),  truss and engineered  wood products (down 6.9%),  roofing
and roofing  materials  (down  10.6%),  specialty  wood  products  (down 15.2%),
kitchen and bath (up 11.0%) and windows and doors (up 3.2%).


<PAGE>20


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

Gross profit for the first six months of 2002  decreased  to $89.0  million from
$100.6 million for the first six months of 2001, an 11.5% decrease. Gross profit
as a  percentage  of sales  decreased  to 21.2% for the first six months of 2002
from 21.9% in 2001.  The Company  believes  that the  decrease  in gross  profit
dollars resulted  primarily from the reduction in the number of facilities,  and
lower margins on lumber products (down 80 basis points).  The Company  estimates
that deflation in commodity  lumber prices  decreased gross profit for the first
six months of 2002 by  approximately  $1.3  million  when  compared  with lumber
commodity  price  levels  experienced  during the first six  months of 2001.  In
addition,  a  change  in the  nature  of the  Company's  co-operative  marketing
programs with its vendors from  primarily  purchase  based programs to primarily
co-operative marketing and cost recovery programs also resulted in lowering both
gross profit and selling, general and administrative expense.


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

SG&A  expense  decreased  to 19.0% of net sales in the first six  months of 2002
compared  with 20.7% of net sales in the first six months of 2001.  SG&A dollars
decreased to $79.9 million in the first six months of 2002 from $94.9 million in
the first six months of 2001, a decrease of $15.0  million or 15.8%.  Reductions
in SG&A  expense are due to  decreases in salaries  (down  14.5%),  decreases in
marketing  expenses (down 41.5%) and decreased  delivery  expenses (down 16.1%).
These  decreases  are the result of both a reduction in the number of facilities
as well as the  Company's  initiatives  to reduce  SG&A  costs.  Decreases  were
partially  offset by increases in employee  benefits (up 25%) primarily from the
rising cost of insurance.


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

Year to date 2002,  depreciation,  goodwill and trademark  amortization  is $2.7
million  compared  to $3.1  million  for 2001.  The  decrease  in  depreciation,
goodwill and amortization is primarily due to implementation of SFAS 142.

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

The provision for doubtful accounts was approximately  $0.6 million,  or 0.1% of
net sales for the first six months of 2002  similar to the amount and percent of
net sales reported for the first six months of 2001.


<PAGE>21


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

During the first six months of 2002, the Company closed,  consolidated,  or sold
seven  distributions  centers  and one  component  plant.  Store  closing  costs
associated with these activities  typically include employee  termination costs,
non-cancelable  lease  obligations  and other  exit costs  incurred  as a direct
result of closing facilities. These store closing costs for the first six months
of 2002 were $1.7  million.  In addition to the costs  above,  the Company  also
incurred charges related to the write down of inventory and receivables to their
net  realizable  value.  These  charges have been  recorded in cost of sales and
provision for doubtful accounts.  The Company has accrued in current liabilities
approximately $72,000 for estimated future costs associated with these closings.


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

Other  operating  income  for the  first  six  months  of 2002 was $2.5  million
compared  with $1.1  million for the first six months of 2001.  Other  operating
income primarily includes the sale or disposal of property, plant and equipment,
service  charges  assessed  customers  on past  due  accounts  receivables,  and
casualty gains/losses.  The increase in operating income primarily is due to the
sale of seven  facilities  during the first six months of 2002 for a net gain of
$1.3  million,  while  there were no  facilities  sold during the same period in
2001.


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

In the first six months of 2002, interest expense decreased to $8.5 million from
$11.4 million during the first six months of 2001. Interest expense in the first
six months of 2001 included a charge of  approximately  $365,000 for the decline
in the fair  value of an  interest  rate  swap  that did not  qualify  for hedge
accounting under SFAS No. 133. The Company  benefited from a favorable change in
the swap value and recorded a $116,000  credit to interest  expense in the first
six months of 2002. The interest rate swap agreement expired in February 2002.

The Company's  year-to-date  weighted-average  interest rate  decreased to 8.18%
compared to 9.32% last year. Average debt levels decreased  significantly,  down
$30.3 million or 13.7% over the comparable period in 2001. The Company continues
to maximize its use of LIBOR contracts to minimize its overall interest expense.
In the first six months of 2002,  approximately  90.5% of the Company's  average
borrowing on its  revolving  credit  facility was  LIBOR-based  as compared with
95.3% during the first six months of 2001.


<PAGE>22


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

The Company  recorded  an income tax  benefit of $0.5  million for the first six
months of 2002  compared  with a benefit of $2.8  million for the same period in
the prior year. An effective federal and state income tax rate of 39.2% was used
to calculate  income  taxes for the first six months of 2002,  compared to 38.7%
for the same period in the prior year.  The calculated tax rate in the financial
statements  of 24.8% for the first  six-months of 2002 compared to 34.0% for the
same  period in the prior  year,  differs  due to state  franchise  taxes  being
calculated separately.  State franchise taxes were $0.4 million and $0.5 million
for the first six months of 2002 and 2001, respectively.

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


                         LIQUIDITY AND CAPITAL RESOURCES
                         -------------------------------


The Company's  principal  sources of working  capital and liquidity are earnings
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 under
"Results of Operations - Provision for Income  Taxes".  The Company  anticipates
that funds  provided by operations  and under this facility will be adequate for
the Company's future needs. The Company's  primary need for capital resources is
to finance inventory,  accounts  receivable,  improvements to plant property and
equipment and insurance reserves.


<PAGE>23


During the first six months of 2002,  net cash provided by operating  activities
was $4.6 million  compared  with net cash used in operating  activities of $33.5
for the first six months of 2001.  The first six months of the Company's  fiscal
year historically  generates negative cash flows from operating activities.  The
improvement  made this  year was the  result of the  Company's  plan to  improve
performance  through a reduction in facilities and  improvements in managing its
inventory and accounts receivables.

The  Company's  accounts  receivable  balance at June 29, 2002  decreased  $21.6
million or 19.6% when  compared to the balance at June 30, 2001.  This  decrease
primarily  is the result of a reduction  in the number of  operating  facilities
from 100 to 91, a 7.9%  reduction  in  credit  sales,  and  improved  collection
efforts.

The  Company's  inventory  balance at June 29, 2002  decreased  $37.1 million or
28.2% when compared to the balance at June 30, 2001. This decrease  primarily is
related  to the  Company's  goal to  improve  inventory  management,  increasing
turnover  for the first six  months of 2002 to 6.5 from 5.6 for the same  period
last year. As mentioned above, the number of operating  facilities declined from
100 to 91 between June 30, 2001 and June 29, 2002.  Accounts payable at June 29,
2002 decreased approximately $9.5 million from June 30, 2001.

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 six months of 2002, the Company spent approximately
$705,000 on capital  expenditures,  compared to $5.9 million for the same period
in  2001.  Under  the  Company's  bank  revolving  credit   agreement,   capital
expenditures  during 2002 are currently limited to $7.0 million.  In addition to
capital  expenditures,  this revolving  credit  agreement  allows the Company to
spend up to $30 million, subject to certain restrictions,  for acquisitions. The
Company  expects  to  fund  capital  expenditures  through  borrowings  and  its
internally generated cash flow.


<PAGE>24


The Company maintained excess  availability under its revolving credit agreement
throughout 2002. 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 June 29, 2002,  the
Company had outstanding borrowings under its revolving credit agreement of $94.3
million, the minimum  availability  requirement was $25.0 million and the unused
availability was $29.7 million.

The Company's revolving credit agreement and the trust indenture relating to the
Company's  11-5/8%  Senior  Subordinated  Notes  contain  certain  covenants and
restrictions.  Generally,  the agreement and the trust indenture restrict, among
other things,  capital expenditures,  the incurrence of additional debt, certain
asset sales, dividends, investments, acquisitions and other restricted payments.
Furthermore,  the  agreement  considers a change in control,  as defined,  as an
event of  default.  In  addition,  upon a change in control of the  Company,  as
defined in the trust  indenture,  the Company must offer to purchase the 11-5/8%
Senior  Subordinated  Notes  at  101% of the  principal  thereof,  plus  accrued
interest.

A  commitment  fee of 0.38% is  payable on the  unused  amount of the  revolving
credit agreement. Interest on amounts outstanding under the amended and restated
credit agreement bear interest at a spread of 0.75% above the base rate of Fleet
National Bank (5.50% at June 29, 2002) or 2.75% above the applicable  LIBOR rate
(4.58% at June 29,  2002).  Depending  upon the Company's  rolling  four-quarter
interest coverage ratio and unused availability, as defined, amounts outstanding
will bear  interest  at a spread  above the base rate from 0.0% to 0.75% or from
2.00% to 2.75% above the  applicable  LIBOR rate. At June 29, 2002,  the Company
had  designated  $11.3  million  and  $83.0  million  as  base  rate  and  LIBOR
borrowings,  respectively.  Amounts outstanding at June 29, 2002 under the $36.2
million  term  loan  portion  bear  interest  at a  spread  of 3.00%  above  the
applicable LIBOR rate. All interest is payable monthly.

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


<PAGE>25


Substantially all of the Company's  accounts  receivable,  inventory and general
intangibles are pledged as collateral under the revolving credit  agreement.  In
addition,  substantially  all of the  Company's  owned real  estate  assets were
provided as additional  collateral in connection with the term loan entered into
in  December  2000.  Availability  is  limited  to  85.0% of  eligible  accounts
receivable plus 60.0% of eligible  inventory,  with these percentages subject to
change at the permitted discretion of the agent for the lenders.

The  Company's  weighted-average  interest rate on all  outstanding  borrowings,
excluding  amortization  of debt issue costs,  for the six months ended June 29,
2002 and June 30, 2001 was approximately 8.18% and 9.32%, respectively.


<PAGE>26


                          WICKES INC. AND SUBSIDIARIES


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


For information of the Company's Quantitative and Qualitative  Disclosures About
Market Risk,  please see the Company's Annual Report on Form 10-K for the fiscal
year  ended  December  29,  2001.  There  have been no  material  changes in the
Company's  quantitative or qualitative  exposure to market risk since the end of
fiscal 2001.


<PAGE>27


                                     PART II
                                OTHER INFORMATION


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

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

     (a)      None
     (b)      None
     (c)      Under the Company's  Director  Incentive Plan,  directors may make
              an annual irrevocable  election to receive up to 100% of the
              annual retainer and committee fees,  payable  quarterly,  in the
              form of stock.  On April 2, 2002, the Company issued an  aggregate
              of 3,818 shares of common stock in lieu of $10,374 of such fees in
              reliance upon the exemption  afforded by Section 4(2) of the
              Securities Act of 1933, as amended.
     (d)      None


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

During the quarter,  the Company  received notice from Nasdaq that the Company's
common stock has not maintained the minimum market value of publicly held shares
("MVPHS").  Therefore,  in accordance  with  Marketplace  Rule  4450(e)(1),  the
Company will be provided 90 calendar  days,  or until  September  23,  2002,  to
regain  compliance.  If, at anytime before  September 23, 2002, the MVPHS of the
Company's  common stock is $5,000,000 or greater for a minimum of 10 consecutive
trading days, Nasdaq will provide written notification that the Company complies
with the Rule. If compliance  with this Rule cannot be demonstrated by September
23, 2002, Nasdaq will provide written notification that the Company's securities
will be delisted. At that time, the Company may appeal Nasdaq determination to a
Listing Qualifications Panel.

The Company may apply to transfer its securities to The Nasdaq SmallCap  Market.
To transfer,  the Company must satisfy the continued inclusion  requirements for
that  market.  If the  Company  submits  a  transfer  application  and  pays the
application  listing fees by September 23, 2002, the initiation of the delisting
proceedings will be stayed pending Nasdaq's review of the application. If Nasdaq
does not approve the Company's transfer application, Nasdaq will provide written
notification that its securities will be delisted.

The Company believes that the publically held shares  currently  outstanding are
2,586,795,  and that a market price of at least $1.93 per share for a minimum of
10 consecutive trading days is required to maintain compliance.


<PAGE>28


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

      (a)     Exhibits

         Exhibit 99.1  Certification of Chief Executive Officer
         Exhibit 99.2  Certification of Chief Financial Officer


      (b)     Reports on Form 8-K
              None



<PAGE>29


                                   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/ J. Steven Wilson
                                           --------------------
                                           J. Steven Wilson
                                           Chairman and Chief Executive Officer



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


Date:  August 13, 2002





<PAGE>30


                                                                   Exhibit 99.1


                                  CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350,
           AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
           -----------------------------------------------------------


I, J. Steven Wilson,  Chief Executive Officer of Wickes Inc. (the  "Registrant")
hereby certify,  pursuant to 18 U.S.C.  S~1350, as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the  Quarterly  Report on Form 10-Q for the period  ending  June 29, 2002 as
filed  with/submitted  to the  U.S.  Securities  and  Exchange  Commission  (the
"Report"),  fully  complies  with  the  requirements  of  Section  13(a)  of the
Securities Exchange Act of 1934, as amended; and

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


Dated:  August 13, 2002


                                                /s/ J. Steven Wilson
                                                --------------------
                                                J. Steven Wilson,
                                                Chief Executive Officer
                                                Wickes Inc.







<PAGE>31

                                                                   Exhibit 99.2


                                 CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350,
           AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
           -----------------------------------------------------------


I, James A. Hopwood,  Chief Financial Officer of Wickes Inc. (the  "Registrant")
hereby certify,  pursuant to 18 U.S.C.  S~1350, as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the  Quarterly  Report on Form 10-Q for the period  ending  June 29, 2002 as
filed  with/submitted  to the  U.S.  Securities  and  Exchange  Commission  (the
"Report"),  fully  complies  with  the  requirements  of  Section  13(a)  of the
Securities Exchange Act of 1934, as amended; and

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


Dated:  August 13, 2002


                                                     /s/ James A. Hopwood
                                                     --------------------
                                                     James A. Hopwood,
                                                     Chief Financial Officer
                                                     Wickes Inc.