SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                           FORM 10-Q

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


                                                  Commission File
For the Quarterly Period Ended June 28, 1997      Number  0-22468
                               -------------              -------


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


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


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



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

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

                                   Yes   X        No
                                       -----          -----
As  of August 1, 1997, the Registrant had 7,670,078 shares of Common Stock,
par  value $.01 per share, and 499,768 shares of Class B Non-Voting  Common
Stock, par value $.01 per share, outstanding.



<Page 2>
                       WICKES INC. AND SUBSIDIARIES


                                   INDEX
                                   -----


                                                                 Page
                                                                Number
                                                                ------

PART  I.    FINANCIAL INFORMATION

   Item 1.    Financial Statements

      Condensed Consolidated Balance Sheets
       June 28, 1997 (Unaudited) and
       December 28, 1996                                           3

      Condensed Consolidated Statements of Operations
       For the three months and six months ended
       June 28, 1997 and June 29, 1996 (Unaudited)                 4

      Condensed Consolidated Statements of Cash Flows
       For the six months ended June 28, 1997 and
       June 29, 1996 (Unaudited)                                   5

      Notes to Condensed Consolidated
       Financial Statements (Unaudited)                            6

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


PART II.    OTHER INFORMATION

   Item  5.   Other Information                                   20

   Item  6.   Exhibits and Reports on Form 8-K                    20

                                     
                                     
                                     
<PAGE 3>                                                             
                                  WICKES INC. AND SUBSIDIARIES  
                             CONDENSED CONSOLIDATED BALANCE SHEETS
                                          (UNAUDITED)
                               (in thousands except share data)
<TABLE>                                                         
<CAPTION>                                                        
                                                                 June 28,       December 28,
                    ASSETS                                         1997            1996
                                                                -----------     -------------
<S>                                                           <C>               <C>
Current assets:                                                    
    Cash                                                       $        78       $     1,933
     Accounts receivable, less allowance for doubtful
      accounts of $3,360 in 1997 and $4,289 in 1996                 95,654            71,210
    Inventory                                                      129,571           100,672
    Deferred tax asset                                              12,338            10,331
    Prepaid expenses                                                 1,875               915
                                                                 ----------       -----------
        Total current assets                                       239,516           185,061
                                                                 ----------       -----------
Property, plant and equipment, net                                  45,375            50,171
Trademark (net of accumulated amortization of                     
    $10,163 in 1997 and $10,052 in 1996)                             6,837             6,948
Deferred tax asset                                                  15,525            15,525
Other assets (net of accumulated amortization of                    
    $7,339 in 1997 and $6,487 in 1996)                              14,100            15,137
                                                                 ----------       -----------                 
                                                               $   321,353       $   272,842
                                                                 ==========       ===========
                                                                   
      LIABILITIES & STOCKHOLDERS' EQUITY                           
                                                                   
Current liabilities:                                               
    Current maturities of long-term debt                       $        80       $       133
    Accounts payable                                                67,713            41,039
    Accrued liabilities                                             25,057            27,118
                                                                -----------       -----------
      Total current liabilities                                     92,850            68,290
                                                                -----------       -----------
                                                                   
Long-term debt, less current maturities                            204,024           176,376
Other long-term liabilities                                          2,797             2,677
Commitments and contingencies (Note 4)                             
                                                                   
Common stockholders' equity:                                       
    Common stock (8,167,002 shares issued and outstanding in 1997
     and 8,159,498 shares issued and outstanding in 1996)               82                82
    Additional paid-in capital                                      86,644            86,613
    Accumulated deficit                                            (65,044)          (61,196)
                                                                -----------       -----------
     Total common stockholders' equity                              21,682            25,499
                                                                -----------       -----------
                                                                   321,353           272,842
                                                                ===========       ===========
</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>                                                                                         
<CAPTION>                                                                                       
                                                                                                
                                                     Three Months Ended                Six Months Ended
                                                     ------------------              --------------------
                                                   June 28,       June 29,          June 28,       June 29,   
                                                     1997           1996              1997           1996  
                                                  ----------     ----------        ----------     ----------
<S>                                             <C>            <C>               <C>            <C>        
Net sales                                        $  237,335     $  228,773        $  396,654     $  381,281  
Cost of sales                                       183,028        177,564           305,400        295,142  
                                                  ----------     ----------        ----------     ----------
    Gross profit                                     54,307         51,209            91,254         86,139  
                                                  ----------     ----------        ----------     ----------

Selling, general and administrative expenses         46,907         41,986            84,689         77,670  
Depreciation, goodwill and trademark amortization     1,229          1,338             2,417          2,770  
Provision for doubtful accounts                        (463)          (474)              583            891  
Other operating income                               (1,634)        (1,647)           (2,478)        (2,535)  
                                                  ----------     ----------        ----------     ----------
                                                     46,039         41,203            85,211         78,796  
                                                  ----------     ----------        ----------     ----------
  Income from operations                              8,268         10,006             6,043          7,343  
                                                                                                
Interest expense                                      5,259          5,466            10,411         11,172  
Equity in loss of affiliated company                    213            872               766          1,930  
                                                  ----------     ----------        ----------     ----------
  Income/(Loss) before income taxes                   2,796          3,668            (5,134)        (5,759)  
                                                                                                
Provision for income taxes                            1,454          1,787            (1,286)        (1,466)  
                                                  ----------     ----------        ----------     ----------
                                                       -
   Net income/(loss)                             $    1,342     $    1,881        $   (3,848)    $   (4,293)  
                                                  ==========     ==========        ==========     ==========
                                                                                                
Income/(Loss) per common share                   $     0.16     $     0.29        $    (0.47)    $    (0.68)  
                                                  ==========     ==========        ==========     ==========
                                                                                                
Weighted average common and common                                                              
  equivalent shares outstanding                   8,176,694      6,383,352         8,175,138      6,271,307
                                                  ==========     ==========        ==========     ==========
</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>                      
<CAPTION>                                                      
                                                                     Six Months Ended   
                                                                     ----------------
                                                               June 28,            June 29,
                                                                 1997                1996
                                                             ------------        ------------
<S>                                                        <C>                 <C>
Cash flows from operating activities:       
  Net loss                                                  $     (3,848)       $     (4,294)
  Adjustments to reconcile net loss to                       
     net cash used in operating activities:
    Equity in loss of affiliated company                             766               1,930
    Depreciation expense                                           2,183               2,622
    Amortization of trademark                                        111                 111
    Amortization of goodwill                                         123                 119
    Amortization of deferred financing costs                         729                 899
    Provision for doubtful accounts                                  583                 891
    Gain on sale of assets                                          (569)               (235)
    Deferred tax benefit                                          (2,007)             (2,217)
    Changes in assets and liabilities:                       
     Increase in accounts receivable                             (25,027)             (6,666)     
     Increase in inventory                                       (28,899)                (33)  
     Increase in accounts payable and accrued liabilities         24,155               7,504
     Increase in other assets                                     (1,541)             (3,059)
                                                             ------------        ------------
NET CASH USED IN OPERATING ACTIVITIES                            (33,241)             (2,428)
                                                             ------------        ------------
 Cash flows from investing activities:                       
  Purchases of property, plant and equipment                      (2,679)             (1,997)
  Proceeds from sales of property, plant and equipment             6,439               3,190
                                                             ------------        ------------
NET CASH PROVIDED BY INVESTING ACTIVITIES                          3,760               1,193
                                                             ------------        ------------
                                                             
Cash flows from financing activities:                        
    Net borrowing (repayment) under revolving line of credit      27,668              (5,780)
    Reductions of notes payable                                      (73)               (324)
    Net proceeds from issuance of common stock                        31               9,834
                                                             ------------        ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                         27,626               3,730
                                                             ------------        ------------
NET (DECREASE) INCREASE IN CASH                                   (1,855)              2,495
Cash at beginning of period                                        1,933                  87
                                                             ------------        ------------
CASH AT END OF PERIOD                                       $         78        $      2,582
                                                             ============        ============
Supplemental schedule of cash flow information:
     Interest paid                                          $      9,869        $     10,345  
     Income taxes paid                                               832                 498
                                                         
</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 balance sheet as of  June  28,  1997,  the
condensed consolidated statements of operations for the three-month and six-
month  periods  ended June 28, 1997 and June 29, 1996,  and  the  condensed
consolidated statements of cash flows for the six-month periods ended  June
28, 1997 and June 29, 1996 have been prepared by the Company without audit.
In  the  opinion of management, all adjustments (which include only  normal
recurring  adjustments) necessary to present fairly the financial position,
results  of operations and cash flows at June 28, 1997 and for all  periods
presented  have been made. The results for the six-month period ended  June
28,  1997  is not necessarily indicative of the results to be expected  for
the full year or for any interim period.

    The year-end condensed consolidated balance sheet data was derived from
audited financial statements, but does not include all disclosures required
by  generally  accepted  accounting principles.   Certain  information  and
footnote disclosures normally included in financial statements prepared  in
accordance  with  generally  accepted  accounting  principles   have   been
condensed  or  omitted.  It is suggested that these condensed  consolidated
financial  statements be read in conjunction with the financial  statements
and  notes thereto included in the Company's Annual Report on Form 10-K for
the  year  ended December 28, 1996, filed with the Securities and  Exchange
Commission.

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

    The Company issued 6,737 shares of Common Stock to members of its board
of  directors  as  compensation, and employee warrants for  767  shares  of
Common  Stock  were also exercised, during the six-months  ended  June  28,
1997.



<PAGE 7>


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

    Long-term  debt  is comprised of the following at  June  28,  1997  (in
thousands):

         Revolving line of credit...............$ 103,981
         Senior subordinated notes..............  100,000
         Other..................................      123
         Less current maturities................      (80)
                                                 ---------
         Total long-term debt...................$ 204,024
                                                 =========

    A  second  amendment and restatement of the Company's revolving  credit
agreement  was  completed  on April 11, 1997.   Among  other  things,  this
amendment  and restatement (i) extended the life of the facility  to  March
2001, (ii) reduced the interest rate premiums over LIBOR and over prime  by
75  basis  points,  (iii)  included provisions for  further  interest  rate
premium  reductions  if  certain  performance  levels  are  achieved,  (iv)
modified certain covenants, and (v) provided for increases in the amount of
capital  expenditures  allowed  by  the agreement  equal  to  the  proceeds
received from the sale of certain excess real estate.

    Under  the  revolving line of credit, the Company  may  borrow  against
certain  levels  of accounts receivable and inventory.  The  unused  amount
available for borrowing at June 28, 1997 was $25.7 million.

    On  June  16,  1997  the  Company entered into an  interest  rate  swap
agreement  which effectively fixed the interest rate at 8.11%  (subject  to
reduction in certain circumstances), for three years, on $40 million of the
Company's  borrowings  under its floating rate revolving  line  of  credit.
This interest rate swap is operative while the LIBOR borrowing rate remains
below 6.7%.


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

    The provision for income taxes for the six-month period ended June  28,
1997 was a $1.3 million benefit, compared to a benefit of $1.5 million  for
the  six-month period ended June 29, 1996.  An effective federal income tax
rate of 39.1% was used to calculate federal income taxes for the first  six
months of 1997, compared with an effective rate of 38.5% for the first  six
months of 1996. In addition to the effective federal tax rate, state income
and  franchise  taxes were calculated separately and are  included  in  the
provision reported.

<PAGE 8>

4.  COMMITMENTS AND CONTINGENCIES
    -----------------------------

    On June 30, 1997 the Company completed the sale leaseback of its 72,000
square  foot  corporate headquarters in Vernon Hills, Illinois.   The  sale
price  was approximately $7.3 million (which was utilized to reduce  debt),
and a gain of approximately $600,000 will be amortized over the life of the
lease.   The Company will be master leasing the entire building, for  a  15
year  term (with options to extend), at market rates and has subleased over
20,000  square feet.  Based on the Company's current borrowing  rate,  this
transaction is expected to have a favorable impact on the Company's  future
net  earnings  with  the  increase in rent expense  (selling,  general  and
administrative expenses) more than offset by reduced interest expense.

    At  June  28, 1997, the Company had accrued approximately $1.0  million
(included  in  accrued  liabilities at June 28, 1997)  for  remediation  of
certain   environmental   and   product  liability   matters,   principally
underground storage tank removal.

    Many  of the building center facilities presently and formerly operated
by  the Company contained underground petroleum storage tanks.  Other  than
tanks  at one acquired facility, recently installed and in compliance  with
modern standards, all such tanks known to the Company located on facilities
owned  or  operated  by  the  Company have been  filled,  removed,  or  are
scheduled to be removed in accordance with applicable environmental laws in
effect  at  the time.  As a result of reviews made in connection  with  the
sale  or  possible  sale  of  certain facilities,  the  Company  has  found
petroleum contamination of soil and ground water on several of these  sites
and  has taken, and expects to take, remedial actions with respect thereto.
In  addition,  it  is  possible that similar  contamination  may  exist  on
properties  no  longer owned or operated by the Company the remediation  of
which  the  Company could under certain circumstances be held  responsible.
Since  1988,  the Company has incurred approximately $2.0  million  of  net
costs, with respect to the filling or removing of underground storage tanks
and related investigatory and remedial actions.

   The Company is one of many defendants in approximately 110 actions, each
of which seeks unspecified damages, brought since 1993, in various Michigan
state  courts  against  manufacturers and building  material  retailers  by
individuals  who  claim to have suffered injuries from products  containing
asbestos.  Each of the plaintiffs in these actions is represented by one of
two  law  firms.  The Company is aggressively defending these  actions  and
does not believe that these actions will have a material adverse effect  on
the Company.

<PAGE 9>


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

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

   The Company's assessment of the matters described in this note and other
forward-looking statements in this Form 10-Q are made pursuant to the  safe
harbor  provisions of the Private Securities Litigation Reform Act of  1995
("Forward-Looking Information") and are inherently subject to  uncertainty.
The  outcome  of  the matters described in this note may  differ  from  the
Company's  assessment of these matters as a result of a number  of  factors
including  but  not  limited to:  matters unknown to  the  Company  at  the
present time, development of losses materially different from the Company's
experience,  the  Company's ability to prevail against  its  insurers  with
respect to coverage issues to date, the financial ability of those insurers
and  other persons from whom the Company may be entitled to indemnity,  and
the unpredictability of matters in litigation.


5.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
    -----------------------------------------

    Statement  of  Financial Accounting Standards No.  128,  "Earnings  Per
Share,"    revises   the   disclosure  requirements   and   increases   the
comparability  of  EPS data on an international basis  by  simplifying  the
existing  computational guidelines in APB Opinion No. 15. The pronouncement
will  require  the Company to present both basic and diluted  EPS  for  net
income  on  the  face  of the income statement and  is  effective  for  the
Company's  fiscal year ending December 27, 1997.  The Company has  reviewed
the  calculation  and determined the disclosure to be  immaterial  for  the
three and six month periods ending June 28, 1997 and June 29, 1996.

    Statement  of  Financial Accounting Standards No. 129, "Disclosures  of
Information About Capital Structure," establishes standards for  disclosing
information  about  an  entity's  capital structure.   The  new  accounting
principle  is  effective for the Company's fiscal year ending December  27,
1997.   The Company believes that adoption will not have a material  impact
on its financial statements.

<PAGE 10>


    In  June  of  1997,  the  Financial Accounting Standards  Board  issued
Statement No. 130, "Reporting Comprehensive Income" and Statement No.  131,
"Disclosures  about  Segments of an Enterprise  and  Related  Information."
Under  the new reporting and disclosure requirements promulgated  in  these
statements,  the  Company  is required to, and will  adopt  the  provisions
beginning in fiscal 1998.

<PAGE 11>

      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                           RESULTS OF OPERATIONS


    The  following  discussion  should be  read  in  conjunction  with  the
Condensed  Consolidated  Financial Statements and Notes  thereto  contained
elsewhere  herein  and  in  conjunction  with  the  Consolidated  Financial
Statements  and Notes thereto and Management's Discussion and  Analysis  of
Financial  Condition and Results of Operations contained in  the  Company's
Annual Report on Form 10-K for the year ended December 28, 1996.

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

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

<TABLE>
<CAPTION>

                                  Three Months Ended         Six Months Ended
                                  ------------------         ----------------
                                 June 28,    June 29,      June 28,    June 29,     
                                   1997        1996          1997        1996
                                 --------    --------     --------    --------  

<S>                              <C>         <C>          <C>         <C>
Net sales                         100.0%      100.0%       100.0%      100.0%
Gross profit                       22.9%       22.4%        23.0%       22.6%
Selling, general and                                   
 administrative expense            19.8%       18.3%        21.4%       20.4%
Depreciation, goodwill and                                  
 trademark amortization             0.5%        0.6%         0.6%        0.7%
Provision for doubtful accounts    (0.2)%      (0.2)%        0.1%        0.2%
Other operating income             (0.7)%      (0.7)%       (0.6)%      (0.6)%
Income from operations              3.5%        4.4%         1.5%        1.9%

</TABLE>


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

    Net  income  for  the three months ended June 28, 1997  was  $1,342,000
compared with $1,881,000 for the three months ended June 29, 1996.  The net
loss for the six months ended June 28, 1997 was $3,848,000 compared with  a
loss of $4,293,000 for the six months ended June 29, 1996.  The decrease in
net income for the three-month period primarily results from by an increase
in  selling, general and administrative expenses ("SG&A") partially  offset
by  increased sales and gross profit, decreases in interest expense, equity
in  loss of affiliated company and provision for income taxes. The decrease
in  net  income  for  the six-month period primarily  results  from  by  an
increase  in  selling,  general and administrative  expenses  ("SG&A")  and
reduced  income tax benefit partially offset by increased sales  and  gross
profit,  and  decreases in interest expense, equity in loss  of  affiliated
company and depreciation, goodwill and trademark amortization.
                                     

<PAGE 12>
                 
                 Three Months Ended June 28, 1997 Compared
                 with the Three Months Ended June 29, 1996


Net Sales
---------

    Net  sales  for  the second quarter of 1997 increased  3.7%  to  $237.3
million  from  $228.8 million for the second quarter of 1996.   Same  store
sales  increased 3.3% compared with the same period last year.  Same  store
sales  to  the  Company's  primary customers,  residential  and  commercial
builders,  increased 4.4% when compared with the second  quarter  of  1996.
Consumer  same store sales were down 4.8% for the quarter.  As of June  28,
1997  the  Company operated 112 building centers, two more than it operated
at  the  end  of  the  second quarter of 1996. The Company  estimates  that
inflation in lumber prices accounted for approximately $5.1 million of  the
sales  increase for the quarter, compared with the 1996 comparable  period.
The Company believes that showroom remerchandising, sales training, and big
builder  initiatives also contributed to the overall and same  store  sales
increases.


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

    1997  second quarter gross profit increased to $54.3 million from $51.2
million for the second quarter of 1996, a 6.0% increase.  Gross profit as a
percent  of  sales increased to 22.9% for the second quarter of  1997  from
22.4%  in  1996.   The increase in gross profit as a percent  of  sales  is
primarily  attributable  to  improved product costs  and  increased  lumber
prices.   Sales to the professional builder, as a percent of  total  sales,
increased to 85.5% for the second quarter of 1997 from 84.1% for  the  same
period  in 1996.  Lumber and building materials accounted for 89.4% of  the
materials  sold in the second quarter of 1997, compared with 88.4%  of  the
materials sold in the second quarter of 1996.


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

    SG&A  expense increased to 19.8% of net sales in the second quarter  of
1997  compared with 18.3% of net sales in the second quarter of 1996.  Much
of  the  increase  is attributable to increased training, market  expansion
programs, and the Company's decision to remerchandise facilities and invest
in  programs to support sales improvement.  The Company expects to continue
investing  in these long-term sales growth initiatives through the  end  of
1997.

<PAGE 13>


    Increases,  as  a  percent  of sales, in salaries  and  wages,  travel,
professional fees, training costs, and marketing were partially  offset  by
reductions  in  health and casualty insurance costs and  delivery  expense.
Salaries, wages and employee benefits increased, as a percent of sales,  by
0.9%.   As of June 28, 1997, the Company had 4,083 full time and part  time
employees, up 229 from June 29, 1996.


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

    Depreciation,  goodwill and trademark amortization  decreased  to  $1.2
million  for the second quarter of 1997 compared with $1.3 million for  the
same  period  in  1996.  This decrease is primarily  due  to  the  sale  or
disposal of excess facilities, vehicles and equipment during 1996  and  the
first  half  of  1997, and the replacement of owned delivery vehicles  with
new, leased equipment.


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

    Provision  for doubtful accounts remained relatively the same  for  the
second  quarters  of  1997  and 1996, income  of  $0.5  million.  Increased
construction  activity  in  the Northeast and Midwest,  during  the  second
quarter,  results  in improved collections on previously reserved  accounts
and lower delinquency levels.


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

    Other operating income for the second quarter of 1997 was $1.6 million,
or 0.7% of sales.  This was approximately the same as the second quarter of
1996.   During the second quarter of 1997 the Company recorded  a  gain  of
approximately $500,000 on the sale of a previously closed building  center.
In  the second quarter of 1996 the Company recorded a gain of approximately
$500,000 on the difference between insured replacement cost and book value,
as a result of a fire at one of its building centers.


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

    In  the second quarter of 1997 interest expense decreased 3.8% to  $5.3
million  compared with $5.5 million in the second quarter  of  1996.   This
reduction reflects a decrease in the effective borrowing rate on total long
term debt for the second quarter of 21 basis points from the second quarter
of  1996,  primarily due to a reduction in interest rate on  the  Company's
revolving  line of credit, effective April 11, 1997, see "Note 2. Long-Term
Debt"  of  Notes  to  Condensed Consolidated Financial Statements  included
elsewhere  herein.   Approximately  85% of  the  Company's  second  quarter
average borrowings on its revolving credit facility were LIBOR-based.

<PAGE 14>
Equity in Loss of Affiliated Company
------------------------------------

    In  the  second quarter of 1997, the Company recorded a  loss  of  $0.2
million,  under  the equity method, with respect to its investment  in  its
affiliate engaged in operations in Russia.  In the second quarter  of  1996
the  Company  recorded a loss of $0.9 million.  In May of 1997,  additional
third party equity was invested and the Company's ownership decreased  from
46% to 38%.


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

    The  Company recorded income tax expense of $1.5 million for the second
quarter of 1997 compared with expense of $1.8 million in the second quarter
of  1996.   An  effective federal income tax rate  of  39.1%  was  used  to
calculate  federal  income taxes for the second quarter of  1997,  compared
with  an  effective  rate  of 38.5% for the second  quarter  of  1996.   In
addition to the effective federal tax rate used, state income and franchise
taxes were calculated separately and are included in the provision reported
for both years.

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






<PAGE 15>




                  Six Months Ended June 28, 1997 Compared
                  with the Six Months Ended June 29, 1996

Net Sales
---------

    Net  sales for the first half of 1997 increased 4.0% to $396.7  million
from $381.3 million for the first half of 1996.  Same store sales increased
3.8%  compared  with  the same period last year. Same store  sales  to  the
Company's primary customers, residential and commercial builders, increased
5.2%  when compared with the first half of 1996.  Consumer same store sales
were  down  6.8%  for  the first half.  As of June  28,  1997  the  Company
operated 112 building centers, two more than it operated at the end of  the
first  half of 1996.  The Company estimates that inflation in lumber prices
accounted  for  approximately $10.4 million of the sales increase  for  the
first  half of 1997, compared with the 1996 comparable period. The  Company
believes  that  showroom remerchandising, sales training, and  big  builder
initiatives also contributed to the overall and same store sales increases.
Also, weather conditions in the Northeast during the first quarter of  1997
were  more  favorable compared with the record snowfalls  recorded  in  the
first quarter of 1996.


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

    Gross profit for the first half of 1997 increased to $91.3 million from
$86.1 million for the first half of 1996, a 5.9% increase.  Gross profit as
a percent of sales increased to 23.0% for the first half of 1997 from 22.6%
in  1996.   The increase in gross profit as a percent of sales is primarily
attributable to improved product costs and increased lumber prices.   Sales
to  the  professional  builder, as a percent of total sales,  increased  to
87.2%  for the first half of 1997 from 85.3% for the same period  in  1996.
Lumber and building materials accounted for 88.6% of the materials sold  in
the  first half of 1997, compared with 87.2% of the materials sold  in  the
first half of 1996.


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

    SG&A expense increased to 21.4% of net sales in the first half of  1997
compared  with 20.4% of net sales in the first half of 1996.  Much  of  the
increase  is attributable to increased training, market expansion programs,
and  the  Company's  decision to remerchandise  facilities  and  invest  in
programs  to  support sales improvement.  The Company expects  to  continue
investing  in these long-term sales growth initiatives through the  end  of
1997.

     Increases,  as a percent  of sales,  in salaries  and  wages,  travel,
professional fees, training costs, and marketing were partially  offset  by
reductions  in  health and casualty insurance costs and  delivery  expense.
Total salaries and wages increased, as a percent of sales, by 0.7%.

<PAGE 16>

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

    Depreciation,  goodwill and trademark amortization  decreased  to  $2.4
million for the first half of 1997 compared with $2.8 million for the  same
period in 1996.  This decrease is primarily due to the sale or disposal  of
excess facilities, vehicles and equipment during 1996 and the first half of
1997,  and  the  replacement of owned delivery vehicles  with  new,  leased
equipment.


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

    Provision for doubtful accounts decreased to $0.6 million or 0.1  %  of
sales  for  the first half of 1997 compared with $0.9 million  or  0.2%  of
sales  for the same period in 1996.  This decrease is the result of a  more
selective  customer base and improved credit policies at  centers  acquired
since  1994,  and  increased  efforts  in  collecting  previously  reserved
accounts receivable.


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

    Other operating income for the first half of 1997 was $2.5 million,  or
0.6%  of sales. This was approximately the same as the first half of  1996.
During  the first half of 1997 the Company recorded a gain of approximately
$500,000 on the sale of a previously closed building center.  In the  first
half  of 1996 the Company recorded a gain of approximately $500,000 on  the
difference between insured replacement cost and book value, as a result  of
a fire at one of its building centers.


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

    In  the  first  half of 1997 interest expense decreased 6.8%  to  $10.4
million  compared  with  $11.2 million in the first  half  of  1996.   This
reduction  reflects a $10.4 million decrease in average borrowings  on  the
Company's revolving credit facility resulting primarily from the closing of
building  centers since December 1995 and the $9.8 million in net  proceeds
from the Company's issuance of 2 million shares of its common stock in June
1996.   The effective borrowing rate on total long term debt for the  first
half in 1997 was relatively the same as the first half of 1996.  Approximately
87% of  the  Company's  first half average borrowings on its  revolving  
credit facility were LIBOR-based.

<PAGE 17>

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

    In the first half of 1997, the Company recorded a loss of $0.8 million,
under  the  equity method, with respect to its investment in its  affiliate
engaged  in  operations in Russia.  In the first half of 1996  the  Company
recorded  a  loss of $1.9 million.  In May of 1997, additional third  party
equity was invested and the Company's ownership decreased from 46% to 38%.


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

   The Company recorded an income tax benefit of $1.3 million for the first
half  of 1997 compared with a benefit of $1.5 million in the first half  of
1996.   An effective federal income tax rate of 39.1% was used to calculate
federal income taxes for the first half of 1997, compared with an effective
rate  of  38.5%  for the first half of 1996.  In addition to the  effective
federal  tax  rate used, state income and franchise taxes  were  calculated
separately and are included in the benefit reported for both years.

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

<PAGE 18>

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


    The  Company's principal sources of working capital and  liquidity  are
earnings and borrowings under its revolving credit facility.  The Company's
primary  need  for capital resources is to finance inventory  and  accounts
receivable.

    The  first half of the year historically generates negative cash  flows
from  operating  activities.   With the peak building  season  historically
occurring   in  the  second  and  third  quarters,  the  Company   normally
experiences  increases  in  its accounts receivable  and  inventory  levels
during  the first quarter to meet the anticipated increase in sales in
the  second quarter as a result of increased sales activity.  In the  first
half  of  1997  net  cash used in operating activities  amounted  to  $33.2
million.

    The  Company's  accounts receivable balance at the end  of  the  second
quarter  of  1997 increased $8.1 million when compared to the  end  of  the
second quarter of 1996, an increase of 9.2%.  Approximately $7.4 million of
this  increase  is attributable to increased credit sales  during  June  of
1997, when compared with June of 1996.

    Inventory  at the end of the first half of 1997 was $18.9  million,  or
17.1%, higher than at the end of the first half of 1996.  This increase  is
largely  attributable  to special buys on commodity building  materials  to
support  new programs and the start-up of five new building centers.   Most
of  the  special  buys  on commodity building materials  included  extended
accounts  payable terms and the Company has also negotiated extended  terms
on many of its regular purchases.  These efforts are the primary reason for
the 27.1% increase in accounts payable.

   For information concerning the sale leaseback of the Company's 72,000
square foot corporate headquarters in Vernon Hills, Illinois, completed
June 30, 1997, see "Note 4. Commitments and Contingencies" of Notes to
Condensed Consolidated Financial Statements included elsewhere herein.

   The Company's capital expenditures consist primarily of the construction
of  storage facilities, the remodeling and reformatting of building centers
and  component  manufacturing facilities, and  the  purchase  of  vehicles,
equipment  and management information systems.  In the first half  of  1997
the  Company  spent  $2.7  million on capital  expenditures.   The  Company
expects  to  spend approximately $6.0 million to $8.0 million  for  all  of
1997.  Under  the  Company's bank revolving credit agreement,  as  amended,
capital  expenditures  during 1997 are limited to  $6.0  million  plus  the
proceeds  from the sale of certain excess real estate plus the  portion  of
1996's  capital expenditures that were not spent.  The Company  expects  to
fund  capital expenditures through borrowings and its internally  generated
cash flow.

<PAGE 19>

    In  January,  the  Company began distribution  operations  in  start-up
building  center  facilities  in  Aurora, Illinois  and  Colorado  Springs,
Colorado.   In April, the Company also began building center operations  in
Denton,  North  Carolina and a second facility in Pensacola,  Florida.   In
June  the  Company opened a door and wall panel manufacturing  facility  in
Denver,  Colorado.  A new building center will be opened in  early  August,
also  in  Denver,  Colorado.   The  Pensacola  facility  is  located  in  a
previously  closed facility which is owned by the Company.   The  remaining
five  facilities are leased.  The following table reconciles the number  of
building  centers and component manufacturing facilities  operated  by  the
Company, through June 28, 1997:

                                                Component
                                   Building   Manufacturing
                                   Centers      Facilities
                                   --------   -------------
As of December 28, 1996              108            12
   Expansion                           4             1
   Consolidation                       -            (1)
                                     ---            ---
As of June 28, 1997                  112            12


    The Company maintained excess availability under its revolving line  of
credit throughout the first half of 1997.  At the end of the first half  of
1997  total borrowings under the revolving line of credit were $4.7 million
higher  than  at the end of the first half of 1996.  Net cash  provided  by
operating activities during the first nine months of 1995 amounted to $12.1
million    Under  the current terms of the Company's bank revolving  credit
agreement  the  Company believes that it will continue to  have  sufficient
funds  available  for its anticipated operations and capital  expenditures.
At  June  28,  1997,  $104.0 million was outstanding  under  the  Company's
revolving  line  of  credit, and the unused availability was  approximately
$25.7  million.  The Company's assessment of its future funds  availability
constitutes  Forward-Looking  Information  and  is  inherently  subject  to
uncertainty resulting from, among other things, the factors discussed under
"Results of Operations - Provision for Income Taxes".

    For  a  description of the April 11, 1997 amendment  to  the  Company's
revolving  line of credit agreement, that, among other things, reduces  the
Company's  effective  interest  rate, provides  for  additional  reductions
should certain goals be achieved, extends the length of the agreement,  and
modifies  or eliminates certain covenants, see "Note 2. Long-Term Debt"  of
Notes  to  Condensed  Consolidated Financial Statements included  elsewhere
herein.

<PAGE 20>

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


Item 5.   Other Information

      On  April  9, 1997, the Board of Directors of the Company approved  a
proposal to amend the Company's Second Amended and Restated Certificate  of
Incorporation to change the Company's name to "Wickes Inc."  This  proposal
was  submitted  and approved by the Company's shareholders  at  the  Annual
Meeting  held on May 20, 1997.  The name change was effective  on  June  9,
1997  upon  the filing of a certificate of amendment with the Secretary  of
State of the State of Delaware.


Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits

          3.1  Second Amendment to Second Amended and  Restated
               Certificate of Incorporation of Wickes Lumber Company.

          4.1  First  Amendment to Second Amended and  Restated
               Credit  Agreement dated July 14, 1997, among the Registrant,
               as  Borrower,  each of the financial institutions  signatory
               thereto,  BT Commercial Corporation, as Agent, Nations  Bank
               of  Georgia  N.A.  as Syndication Agent, and  Bankers  Trust
               Company, as Issuing Bank.

          11.1 Statement regarding computation of earnings per share.

          27.1 Financial data schedule (SEC use only).

     (b)  Reports on Form 8-K

          The  Company filed a Current Report on Form 8-K dated June 19, 1997 
          reporting the Company's name change under Item 5. Other Events.

<PAGE 21>

                           SIGNATURES

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

                              WICKES INC.




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



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


Date:  August 8, 1997



                                     
              SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
           CERTIFICATE OF INCORPORATION OF WICKES LUMBER COMPANY
                                     

      Wickes Lumber Company, a corporation organized and existing under and
by virtue of the Delaware General Corporation Law (the "Corporation"), DOES
HEREBY CERTIFY:

     FIRST:  That by Unanimous Written Consent of the Board of Directors of
the  Corporation dated and effective April 9, 1997, a resolution  was  duly
adopted  proposing  amendment of the Certificate of  Incorporation  of  the
Corporation,  declaring such amendment advisable and  directing  that  such
amendment  be submitted for approval by the stockholders of the Corporation
pursuant to Section 242 of the Delaware General Corporation Law.

     SECOND: That such amendment is set forth below:

     "ARTICLE  FIRST  of  the  Second Amended and Restated  Certificate  of
     Incorporation  of the Corporation is hereby amended  by  striking  the
     current  ARTICLE FIRST in its entirety and by substituting in lieu  of
     said Article the following new Article:

                                   FIRST

          The name of the Corporation is Wickes Inc."

      THIRD:  That said amendment was duly adopted by the stockholders  and
directors  of the Corporation in accordance with the provisions of  Section
242 of the Delaware General Corporation Law.

      IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed  by Kenneth M. Kirschner, its Vice Chairman, this 9th day  of  June,
1997.




                              By:  /s/  Kenneth M. Kirschner
                                   -------------------------
                                   Kenneth M. Kirschner
                                   Vice Chairman







              FIRST AMENDMENT TO CREDIT AGREEMENT
              -----------------------------------

          FIRST AMENDMENT TO CREDIT AGREEMENT (this "Agreement"), dated as
of July 14, 1997, among WICKES LUMBER COMPANY (the "Borrower"), the
financial institutions executing this Agreement on the signature pages
hereto (the "Majority Lenders") and BT COMMERCIAL CORPORATION, as agent
(the "Agent") under the Credit Agreement (defined below).  Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them
in the Credit Agreement.

                      W I T N E S S E T H
                      - - - - - - - - - -

          WHEREAS, the Borrower, the Majority Lenders (and any other
Lenders), NATIONSBANK OF GEORGIA, N.A., as Syndication Agent, the Agent and
Bankers Trust Company, as Issuing Bank, are parties to that certain Second
Amended and Restated Credit Agreement dated as of April 11, 1997, as
amended (the "Credit Agreement");

          WHEREAS, the Borrower desires to enter into Interest Rate
Agreements with certain Lenders and/or Affiliates of certain Lenders (such
Affiliates, the "IRA Lenders") in order to protect itself against
fluctuations in interest rates and to secure its obligations under such
Interest Rate Agreements with the Collateral (such agreements, "Secured
Interest Rate Agreements"); and

          WHEREAS, the Majority Lenders and the Agent are willing to amend
the Credit Agreement to allow for Secured Interest Rate Agreements, subject
to the terms and conditions set forth herein.

          NOW, THEREFORE, the parties hereto do hereby agree as follows:

          1.  Amendments.  The Credit Agreement is hereby amended as
              ----------
follows:

          (a) The definition of "Obligations" in Section 1.1 of the Credit
     Agreement is hereby amended by adding the phrase ", any repayment
     obligation of the Borrower to any Lender in connection with any
     Secured Interest Rate Agreement (whether such obligation arises under
     Section 7.16 hereof, the agreement governing such Secured Interest
     Rate Agreement or otherwise)" immediately following the word
     "Expenses" on the twelfth line thereof.

          (b) The following definition is hereby inserted in Section 1.1 of
     the Credit Agreement in the appropriate alphabetical order:

               "Secured Interest Rate Agreement shall mean an Interest
                -------------------------------
          Rate Agreement (i) between the Borrower and (A) any Lender
          or (B) any Affiliate of a Lender; provided that, in the case
          of this clause (B), the applicable Lender has agreed to
          indemnify such Affiliate from any losses incurred due to the
          failure of the Borrower to pay any amounts owed to such
          Affiliate in connection with such Interest Rate Agreement,
          and (ii) that, in the Permitted Discretion of the Agent, is
          intended to protect the Borrower from fluctuations in
          interest rates and is otherwise satisfactory to the Agent.
          In no event shall the Borrower's aggregate potential
          exposure, as determined by the Agent in its sole discretion,
          to its counterparties under all Secured Interest Rate
          Agreements be greater than $5,000,000 at any time."

          (c) Section 2.1 of the Credit Agreement is hereby amended by (i)
     adding the phrase "(including, without limitation, with respect to
     Secured Interest Rate Agreements as provided in this Section 2.1)"
     immediately following the phrase "the aggregate amount of reserves" in
     paragraph (C) thereof and (ii) adding the following sentence as the
     last sentence thereof:

               "The Agent shall establish reserves against the Borrower's
          potential exposure, as determined in the Permitted Discretion of
          the Agent, to its counterparties under all Secured Interest Rate
          Agreements."

          (d) Section 2.10 of the Credit Agreement is hereby amended by
     adding the phrase "Secured Interest Rate Agreement or any" immediately
     following the phrase "Syndication Agent or the Lenders under any" on
     the thirteenth line thereof.

          (e) Article 7 of the Credit Agreement is hereby amended by adding
     the following Section 7.16:

               "7.16  Secured Interest Rate Agreements.  To the extent any
                      --------------------------------
          Lender reimburses any of its Affiliates for the failure of the
          Borrower to pay any amounts owed to such Affiliate in connection
          with any Secured Interest Rate Agreement, the Borrower shall
          promptly pay to such Lender such reimbursed amount and such
          reimbursed amount shall be an "Obligation" of the Borrower
          hereunder until paid in full.

          (f) Section 8.8(a) of the Credit Agreement is hereby amended by
     replacing the word "Lenders" with the word "Agent".

          (g) Article 10 of the Credit Agreement is hereby amended by
     adding the following Section 10.14:

               "10.14  No Liability for Interest Rate Agreements or Lumber
                       ---------------------------------------------------
          Hedging Agreements.  In no event shall the Agent have any
          ------------------
          liability to the Borrower or any Lender for any losses incurred
          under or in connection with any Interest Rate Agreement or Lumber
          Hedging Agreement."

          (h) Article 11 of the Credit Agreement is hereby amended by
     adding the following Section 11.20:

               "11.20  Secured Interest Rate Agreements.  Each Lender
                       --------------------------------
          agrees that, to the extent that the Borrower's potential
          exposure, as determined by the Agent in its sole discretion, to
          its counterparties under all Secured Interest Rate Agreements at
          any time exceeds $5,000,000, (a) it will either (i) unwind or
          modify its Secured Interest Rate Agreements with the Borrower, if
          any (or, if applicable, cause its Affiliates to do so), so as to
          reduce the Borrower's potential exposure under all such Secured
          Interest Rate Agreements to not more than $5,000,000 or (ii)
          declare to the Agent in writing that such Secured Interest Rate
          Agreement is no longer a "Secured Interest Rate Agreement"
          hereunder and, thus, not entitled to the benefits of the
          Collateral, and (b) until such time as the Borrower's potential
          exposure has been so reduced, the Obligations of the Borrower to
          the Lenders under such Secured Interest Rate Agreements that are
          secured under the Collateral Documents shall be limited in the
          aggregate to a maximum of $5,000,000, allocated pro rata among
                                                          --------
          such Secured Interest Rate Agreements.

          2.   Conditions Precedent.  The amendments contained in Section 1
               --------------------
     above is subject to, and contingent upon, satisfaction of each of 
     the following conditions:

          (a) the Agent shall have received duly executed counterparts
          hereof signed by the Borrower, the Agent and the Majority Lenders;

          (b) all representations and warranties of the Borrower contained
          herein shall be true and correct in all material respects as of the
          date hereof; and

          (c) the Agent shall have received a certificate of an officer of
     the Borrower satisfactory to the Agent certifying that attached to the
     certificate is a true and correct copy of the resolutions adopted by
     the board of directors of the Borrower authorizing the Borrower to
     enter into Secured Interest Rate Agreements from time to time in the
     discretion of the officers of the Borrower set forth therein.

          3.   Representations and Warranties.  (a) The Borrower hereby
               ------------------------------
     represents and warrants to the Agent, the Syndication Agent and the 
     Lenders as follows:

               (i) As of the date hereof, the representations and
     warranties contained in the Credit Agreement and the other Credit
     Documents are true and correct in all material respects after giving
     effect to this Agreement as though made on and as of such date, except
     to the extent that such representations and warranties expressly
     relate solely to an earlier date (in which case such representations
     and warranties shall have been true and correct on and as of such
     earlier date);

               (ii) after giving effect to this Agreement, no event has
     occurred and is continuing, or would result from this Agreement, which
     constitutes a Default or an Event of Default;

               (iii) the Borrower has the corporate power and authority to
     execute, deliver and perform the terms and provisions of this
     Agreement and the transactions contemplated hereby, and has taken or
     caused to be taken all necessary actions to authorize the execution,
     delivery and performance of this Agreement and the transactions
     contemplated hereby;

               (iv) except for those that have been obtained, no consent of
     any other Person and no action of or filing with any Governmental
     Authority is required to authorize, or is otherwise required in
     connection with, the execution, delivery and performance of the
     transactions contemplated hereby;

               (v) this Agreement has been duly executed and delivered on
     behalf of the Borrower and constitutes the legal, valid and binding
     obligation of the Borrower, enforceable in accordance with its terms;
     and

               (vi) the execution, delivery and performance of this
     Agreement will not violate any law, statute or regulation, or any
     order or decree of any Governmental Authority, or conflict with, or
     result in the breach of, or constitute a default under, any Material
     Contract (including, without limitation, the Indenture (including
     Section 4.12 thereof)).

          4.   Effect of Agreement.  Except as specifically provided
               -------------------
     herein, this Agreement does not in any way affect or impair the terms,
     conditions and other provisions of the Credit Agreement or the other Credit
     Documents, and all terms, conditions and other provisions of such documents
     shall remain in full force and effect.  Any waivers herein are limited to
     the specific provisions described and shall not be deemed to (i) be a
     waiver of any other term or condition of the Credit Agreement or any other
     Credit Document or (ii) prejudice any rights not specifically waived herein
     which the Agent or any Lender may now have or may have in the future under
     the Credit Agreement or any Credit Document.  This Agreement is a "Credit
     Document," as such term is defined in the Credit Agreement.

          5.   Counterparts.  This Agreement may be executed in any number
               ------------
     of counterparts, each of which shall be deemed an original, and all of
     which taken together shall be deemed to constitute one and the same
     instrument.

          6.   Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
               -------------
     CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
     GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF.

          7.   Headings.  Section headings are included herein for
               --------
     convenience of reference only and shall not constitute a part of this
     Agreement for any other purpose.

                    [SIGNATURE PAGES FOLLOW]



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed and delivered by their proper and authorized officers as of
the date first set forth above.

                         BORROWER:
                         --------

                         WICKES LUMBER COMPANY,
                           a Delaware corporation


                         By: /s/ Kenneth M. Kirschner
                            -----------------------------------------
                            Title:  Vice Chairman



                         AGENT:
                         -----

                         BT COMMERCIAL CORPORATION,
                          As Agent


                         By: /s/ Bruce W. Addison
                            -----------------------------------------
                            Title:  Vice President


                         MAJORITY LENDERS:
                         ----------------

                         BT COMMERCIAL CORPORATION


                         By: /s/ Bruce W. Addison
                            -----------------------------------------
                            Title:  Vice President


                         NATIONSBANK OF GEORGIA, N.A.


                         By: /s/ Robert Walker
                            -----------------------------------------  
                              Title:  Vice President


                         LASALLE NATIONAL BANK


                         By: /s/ Christopher G. Clifford
                            -----------------------------------------
                              Title:  Senior Vice President

                         
                         BANKAMERICA BUSINESS CREDIT, INC.


                         By: /s/ Patrick J. Wilson
                            -----------------------------------------
                              Title:  Vice President


                         THE FIRST NATIONAL BANK OF BOSTON


                         By: /s/ Mark J. Forti
                            -----------------------------------------
                              Title:  Vice President


                         BTM CAPITAL CORPORATION


                         By: /s/ William R. York, Jr.
                            -----------------------------------------
                              Title:  Senior Vice President


                         THE CIT GROUP/BUSINESS CREDIT, INC.


                         By: /s/ Uri Tooch
                            -----------------------------------------
                              Title:  Assistant Vice President






                                     
                     
   
EXHIBIT 11.1
                                      COMPUTATION OF EARNINGS PER SHARE
                                    AND EQUIVALENT SHARES OF COMMON STOCK
                                                 (Unaudited)
                               (thousands except share and per share amounts)

<TABLE>
<CAPTION>


                                                            Three Months Ended            Six Months Ended
                                                            ------------------            ----------------
                                                          June 28,      June 29,       June 28,      June 29,
                                                            1997          1996           1997          1996
                                                        -----------   -----------    -----------   -----------
<S>                                                  <C>            <C>             <C>           <C>                  
Average Shares Outstanding                                         
1.  Weighted average number of shares of                                  
   common stock outstanding during the                                                                    
   period.............................................   8,166,500     6,371,310      8,164,665     6,258,265
   
2.  Net additional common equivalent shares
   assuming exercise of common stock                                           
   warrants as computed under the treasury
   stock method.......................................      10,194        12,042         10,473        13,042
                                                        -----------   -----------    -----------   -----------
 
3.  Weighted average number of shares and
   equivalent shares of common stock                                            
   outstanding during the period......................   8,176,694     6,383,352      8,175,138     6,271,307
                                                        ===========   ===========    ===========   ===========
Income (Loss)                                                                  
4.  Net income (loss) available for common stock...... $     1,342   $     1,881    $    (3,848)  $    (4,293)
   
                                                        ===========   ===========    ===========   ===========
Per Share Amounts                                                              
5.  Earnings (loss)................................... $      0.16   $      0.29    $     (0.47)  $     (0.68)
                                                        ===========   ===========    ===========   ===========
                                                                               
                                                                               
</TABLE>
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
Earnings (loss)  per share is computed by dividing net income (loss) 
available for common stock, by weighted average number of shares of 
common stock and common stock equivalents (warrants), unless anti-dilutive, 
outstanding during the periods.