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       March 29, 2003              Number  1-14967
                                  ----------------------        ----------------



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


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


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



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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during  the  preceding  12  months,  and (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X  No
                                      ---   ---


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

As of March 29, 2003, the Registrant had 8,307,984 shares of Common Stock, par
value $.01 per share outstanding.


<PAGE>2


<TABLE>


                          WICKES INC. AND SUBSIDIARIES

                                      INDEX
                                      -----


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

PART I.         FINANCIAL INFORMATION

     Item 1.    Financial Statements

          Condensed  Consolidated  Balance  Sheets  (Unaudited)  March 29, 2003,
          December 28, 2002, and March 30, 2002                                                       3

          Condensed  Consolidated  Statements of Operations  (Unaudited) for the
          three months ended March 29, 2003 and March 30, 2002                                        4


          Condensed Consolidated  Statements of Cash Flows (Unaudited) - for the
          three months ended March 29, 2003 and March 30, 2002                                        5

          Notes to Condensed Consolidated Financial Statements (Unaudited)                            6

     Item 2.    Management's Discussion and Analysis of Financial
                Condition and Results of Operations                                                  16

     Item 3.    Quantitative and Qualitative Disclosures about
                Market Risk                                                                          26

     Item 4.    Controls and Procedures                                                              26

PART II.        OTHER INFORMATION

    Item 1.     Legal Proceedings                                                                    27

    Item 2.     Changes in Securities and Use of Proceeds                                            27

    Item 6.     Exhibits and Reports on Form 8-K                                                     27

</TABLE>



<PAGE>3



                          WICKES INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
              March 29, 2003, December 28, 2002 and March 30, 2002
                        (in thousands except share data)
                                   (UNAUDITED)
<TABLE>

                                                                            March 29,     December 28,     March 30,
                                                                              2003           2002            2002
                                                                         -------------  --------------  -------------
                               ASSETS
<S>                                                                    <C>             <C>             <C>

Current assets:
    Cash                                                                 $         37   $           40  $          68
    Accounts receivable, less allowance for doubtful
       accounts of $1,975 in March 2003, $1,919 in December 2002
       and $1,384 in March 2002                                                43,910           56,094         55,333
    Note receivable from affiliate                                                  -                -            415
    Inventory, net                                                             59,746           50,170         73,334
    Deferred tax assets                                                        10,607            5,720          6,546
    Prepaid expenses and other assets                                           5,853            5,619          4,975
    Assets of discontinued operations                                               -                -         56,066
                                                                        -------------   --------------  -------------
        Total current assets                                                  120,153          117,643        196,737
                                                                        -------------   --------------  -------------

Property, plant and equipment, net                                             36,196           37,971         44,286
Trademark                                                                           -                -          5,856
Deferred tax assets                                                            13,775           13,775         16,344
Rental equipment (net of accumulated depreciation of $1,428 in March
      2003, $1,475 in December 2002 and $1,867 in March 2002)                     847            1,021          1,591
Goodwill                                                                            -                -         12,229
Other assets (net of accumulated amortization of $14,412 in March
     2003, $13,320 in 2002, and $12,268 in March 2002)                          6,173            3,577          5,161
Assets of discontinued operations                                                   -                -         12,206
                                                                        -------------   --------------  -------------
        Total assets                                                   $      177,144 $        173,987 $      294,410
                                                                        =============   ==============  =============

                 LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
    Current maturities of long-term debt                              $        22,632 $         28,107 $        9,392
    Accounts payable                                                           28,629           23,824         37,553
    Accrued liabilities                                                        10,753           16,256         16,033
    Liabilities of discontinued operations                                          -                -         20,012
                                                                        -------------   --------------  -------------
      Total current liabilities                                                62,014           68,187         82,990
                                                                        -------------   --------------  -------------

Long-term debt, less current maturities                                        84,481           67,363        185,057
Other long-term liabilities                                                     2,344            2,407          2,641
Liabilities of discontinued operations                                              -                -            672

Stockholders' equity:
    Common stock, $0.01 par ( 8,307,984, 8,307,984,
        8,285,027 shares issued and outstanding respectively)                      83               83             83
    Additional paid-in capital                                                 87,173           87,173         87,145
    Accumulated deficit                                                       (58,951)         (51,226)       (64,178)
                                                                        -------------   --------------  -------------
     Total stockholders' equity                                                28,305           36,030         23,050
                                                                        -------------   --------------  -------------
     Total liabilties and stockholders' equity                        $       177,144 $        173,987 $      294,410
                                                                        =============   ==============  =============
</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
                                                                                  March 29,      March 30,
                                                                                    2003           2002
                                                                                 ---------       ---------
<S>                                                                             <C>          <C>


Net sales                                                                       $  101,049    $    135,394
Cost of sales                                                                       80,474         107,789
                                                                                 ---------       ---------

    Gross profit                                                                    20,575          27,605
                                                                                 ---------       ---------

Selling, general and administrative expenses                                        28,352          28,251
Depreciation                                                                           967           1,148
Provision for doubtful accounts                                                        179             448
Store closing costs and other charges                                                1,311             962
Other operating income                                                              (1,166)           (428)
                                                                                 ---------       ---------
                                                                                    29,643          30,381
                                                                                 ---------       ---------
    Loss from continuing operations before interest and taxes                       (9,068)         (2,776)

Interest expense                                                                     3,457           4,376

                                                                                 ---------       ---------
    Loss from continuing operations before income taxes                            (12,525)         (7,152)

Income tax benefit                                                                  (4,800)         (2,684)
                                                                                 ---------       ---------

    Loss from continuing operations                                                 (7,725)         (4,468)

Discontinued operations:
Income, net of taxes of $415 in 2002                                                     -             643
                                                                                 ---------       ---------

    Income from discontinued operations                                                  -             643
                                                                                 ---------       ---------

Net loss                                                                        $   (7,725)   $     (3,825)
                                                                                 =========       =========

Loss from continuing operations per common share-basic and diluted              $    (0.93)   $      (0.54)
                                                                                 =========       =========

Income from discontinued operations per common share-basic and diluted          $       -     $       0.08
                                                                                 =========       =========

Net loss per common share-basic and diluted                                     $    (0.93)   $      (0.46)
                                                                                 =========       =========

Weighted average common shares-for basic                                         8,307,985       8,284,914
                                                                                 =========       =========

Weighted average common shares-for diluted                                       8,307,985       8,440,615
                                                                                 =========       =========

</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>


                                                                                    Three Months Ended
                                                                                  March 29,       March 30,
                                                                                    2003            2002
                                                                                 ----------      ----------
<S>                                                                             <C>            <C>

Cash flows from operating activities:
    Net loss                                                                 $      (7,725) $       (3,825)
    Adjustments to reconcile net loss to
       net cash (used in) provided by operating activities:
    Income from discontinued operations                                                  -            (643)
    Depreciation                                                                     1,211           1,531
    Gain on early retirement of debt                                                  (879)              -
    Amortization of deferred financing costs                                           718             387
    Provision for doubtful accounts                                                    179             448
    Gain on sale of assets and other items                                             (26)            (17)
    Deferred income taxes                                                           (4,887)         (1,149)
    Changes in assets and liabilities, net of assets sold
       Decrease in accounts receivable                                               3,428           5,606
       Increase in inventory                                                        (9,639)         (1,469)
       (Decrease) increase in accounts payable and accrued liabilities                (761)          6,512
       Increase in prepaids and other assets                                          (242)           (691)
                                                                                ----------      ----------

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                (18,623)          6,690
                                                                                ----------      ----------

Cash flows from investing activities:
  Purchases of property, plant and equipment                                        (1,431)           (256)
  Proceeds from the sale of property, plant and equipment                            2,164           1,757
  Proceeds from sale of business                                                     8,577               -
                                                                                ----------      ----------

NET CASH PROVIDED BY INVESTING ACTIVITIES                                            9,310           1,501
                                                                                ----------      ----------

Cash flows from financing activities:
    Net borrowings (repayments) under revolving line of credit                       3,670          (3,053)
    Decrease in notes receivable                                                         -              15
    Retirements of long-term debt                                                   (4,980)              -
    Term loan borrowings(repayments)                                                13,832          (4,907)
    Debt issuance cost                                                              (3,212)             (7)
                                                                                ----------      ----------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                  9,310          (7,952)
                                                                                ----------      ----------

NET CASH USED IN DISCONTINUED OPERATIONS                                                 -            (254)
                                                                                ----------      ----------

NET (DECREASE) INCREASE IN CASH                                                         (3)            169
Cash at beginning of period                                                             40             153
                                                                                ----------      ----------

CASH AT END OF PERIOD                                                        $          37  $           68
                                                                                ==========      ==========

Supplemental schedule of cash flow information:
     Interest paid                                                           $       2,192  $        2,667
     Income taxes paid                                                       $         591  $          122
</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  28,  2002.  The  condensed  consolidated
financial  statements  reflect  all  adjustments   (consisting  only  of  normal
recurring  adjustments)  which are, in the opinion of management,  necessary for
the fair  presentation  of the  financial  results for the interim  period.  The
results of  operations  for interim  periods are not  necessarily  indicative of
results for the entire year.

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

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

     The Company accounts for stock-based compensation under the intrinsic value
method,  as  prescribed  by  Accounting  Principles  Board (APB)  Opinion No. 25
"Accounting  for  Stock  Issued  to  Employees".  As  required  by SFAS No.  148
"Accounting  for  Stock-Based  Compensation  -  Transition  and  Disclosure,  an
amendment  of SFAS No. 123" the Company has  included  the  following  pro-forma
financial information demonstrating the difference in the Company's results, had
the fair-value based method been applied:

<PAGE>7
<TABLE>



                                                                   March 29,                  March 30,
                                                                     2003                       2002
                                                                   --------                  --------
<S>                                                            <C>                       <C>


Loss from continuing operations (as reported)                     $  (7,725)               $   (4,468)
Add: Stock based compensation cost included
  in determination of compensation expense                                -                        10
Deduct: Stock based compensation under the
  fair-value method for all awards, net of tax                           83                       104
Adjusted loss from continuing operations                          $  (7,808)               $   (4,562)

Income from discontinued operations                                       -                       643
Net loss (as reported)                                               (7,725)                   (3,825)
Adjusted net loss                                                    (7,808)                   (3,919)

Earnings per share:
Basic:
Loss from continuing operations (as reported)                    $    (0.93)               $    (0.54)
Adjusted loss from continuing operations                              (0.94)                    (0.55)

Income from discontinued operations                                       -                      0.08
Net income (loss) (as reported)                                       (0.93)                    (0.46)
Adjusted net income (loss)                                            (0.94)                    (0.47)

Diluted:
Loss from continuing operations (as reported)                         (0.93)                    (0.54)
Adjusted loss from continuing operations                              (0.94)                    (0.55)

Income from discontinued operations                                       -                      0.08
Net income (loss)  (as reported)                                      (0.93)                    (0.46)
Adjusted net income (loss)                                            (0.94)                    (0.47)

</TABLE>

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

     The Company  issued 3,442 shares of Common Stock to members of its board of
directors in lieu of cash  compensation  during the three months ended March 30,
2002.  The Company did not issue  shares of Common Stock to members of its board
of  directors in lieu of cash  compensation  during the three months ended March
29, 2003.

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

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

<PAGE>8


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

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

2.   Discontinued Operations
     -----------------------

     On December  16, 2002 the Company sold  substantially  all of the assets of
its operations in Wisconsin and Northern  Michigan to Lanoga  Corporation's  UBC
Division  (the  "Lanoga  Sale")  for a sales  price  of  $104.7  million.  These
operations  were  considered   discontinued   operations   under  SFAS  No.  144
"Accounting for the Impairment or Disposal of Long-lived Assets".

     In the first quarter of 2003, the Company received  additional  proceeds of
$8.6 million  related to the settlement of amounts held in escrow as of December
28, 2002. The remaining escrow amounts of $2.1 will be settled by December 2003.

     Sales and income from  discontinued  operations  for the three months ended
March 30, 2002 were as follows:
<TABLE>


                                                            March 30,
                                                              2002
                                                            --------
<S>                                                       <C>

        Sales                                           $     50,431
        Income before income taxes                             1,058
        Tax provision                                            415
        Income from discontinued operations                      643

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

                                                            March 30,
                                                              2002
                                                            --------


        Cash                                             $        70
        Accounts receivable                                   17,761
        Inventory                                             34,785
        Deferred tax assets                                    2,915
        Prepaid expenses and other assets                        535
                                                            --------
          Total current assets                                56,066
                                                            --------
        Property, plant and equipment                         11,991
        Deferred tax assets                                      215
          Total assets                                        68,272
                                                            --------

        Accounts payable                                      15,355
        Accrued liabilities                                    4,657
                                                            --------
          Total current liabilities                           20,012
        Other long-term liabilities                              672
                                                            --------
          Total liabilities                                   20,684
                                                            --------

          Net assets                                    $     47,588
                                                            ========
</TABLE>
<PAGE>9





3. IMPLEMENTATION OF NEW ACCOUNTING STANDARDS
   ------------------------------------------

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal Activities." SFAS No. 146 requires companies to
recognize  costs  associated  with  exit or  disposal  activities  when they are
incurred  rather  than at the date of  commitment  to a plan.  SFAS  No.  146 is
effective for any exit plans  commencing  after December 29, 2002. This standard
is effective  for the Company in 2003 and did not have a material  effect on the
consolidated financial statements.

     In December 2002, the FASB issued SFAS No. 148  "Accounting for Stock-Based
Compensation  --Transition  and  Disclosure,  an amendment of FASB Statement No.
123".  This  standard  provides  transitional  guidance  for  applying  the fair
value-based method of accounting for stock options.  It also requires additional
proforma  disclosures for interim periods beginning after December 15, 2003. The
Company  continues to apply the  intrinsic  value based method of  accounting as
prescribed by APB Opinion No. 25. As such the adoption of this pronouncement has
not had a material  effect on the  financial  statements.  The required  interim
disclosures  have  been  included  in the  notes to the  condensed  consolidated
financial statements.

     In September  2002,  the Emerging  Issues Task Force  ("EITF")  issued EITF
Issue No. 02-16 "Accounting by a Reseller for Cash Consideration Received from a
Vendor." This consensus requires cash consideration  received from vendors to be
classified  as a reduction  of costs of the customer  product  unless a customer
incurs a specific  incremental cost to promote that vendor's  products for which
it is being  reimbursed  or is  providing a service for which the  consideration
represents  the  consideration  for the  fair  value  of  those  services  being
performed. This consensus is effective to the Company in 2003. Historically, the
Company has had various agreements with its vendors,  some of which required the
Company to be  reimbursed  for the cost of promoting  vendors'  products.  Other
vendor agreements provide for rebates based on purchasing volumes. The Company's
current vendor  agreements are all associated  with  purchasing  volumes and are
considered reductions of the costs of products.  These rebates are recognized in
the statement of operations when those products are sold.




<PAGE>10

<TABLE>


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

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

                                                    March 29,            March 30,
                                                      2003                 2002
                                                     --------             --------
<S>                                                <C>                  <C>

        Revolving credit facility:
           Revolving notes                       $     24,016        $      90,089
           Term notes                                  25,000               40,404
        Senior subordinated notes                      21,123               63,956
        Senior secured notes                           36,974               63,956
        Less current maturities                       (22,632)              (9,392)

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

        Total long-term debt                     $     84,481        $     185,057
                                                     --------             --------
</TABLE>

Senior Subordinated Debt

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

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

     In March 2003, the Company redeemed $5.9 million of the outstanding  Senior
Secured  Notes at a 15%  discount for a pretax gain of $0.9  million,  which was
recorded in other operating income on the Company's Statement of Operations.

     The Company  continues  to carry  Senior  Subordinated  Notes,  due 2003 of
approximately $21.1 million. Sufficient liquidity to meet these obligations when
they come due is contingent on a number of risk factors,  as discussed in Item 1
of the Company's 2002 Form10-K.

<PAGE>11

Revolving Credit Facility

     Concurrent  with the Exchange  Offer,  on February  26,  2003,  the Company
completed a refinancing  of its Fleet Credit  Agreement and term notes  existing
under the  Fleet  Credit  Agreement  and  entered  into the new  Merrill  Credit
Agreement  dated  February 26, 2003.  The total  commitment was reduced from the
original $251.7 million ($200 million revolving line of credit and $51.7 million
of term notes) to $125 million  ($100 million  revolving  line of credit and $25
million of term notes).  The Merrill  Credit  Agreement  expires on February 26,
2007, and the term notes are now due February 26, 2007.

     As of March 29, 2003, there was $49.0 million outstanding under the Merrill
Credit  Agreement of which $24.0 million was revolving  credit and $25.0 million
was term notes. The spread on prime rate borrowings under the Merrill  agreement
ranges  from 1.25% to 2.00% over  prime for  revolving  loans and 2.00% to 2.75%
over prime under the term notes.  The spread for LIBOR  based  borrowing  ranges
from 2.50% to 3.25% over LIBOR for revolving loans and 3.25% to 4.00% over LIBOR
for term notes.  The spread over the prime or LIBOR  rates is  determined  based
upon the Company's  Fixed Charge  Coverage  Ratio,  as defined under the Merrill
Credit Agreement.  The Company's base rate on revolver loans, 6.00% at March 29,
2003 and 5.50% at March 30,  2002,  included  an  interest  spread over prime of
1.75% and 0.75%,  respectively.  The Company's  LIBOR borrowing rate on revolver
loans, 3.81% at March 29, 2003 and 4.63% at March 30, 2002, included an interest
spread  over  LIBOR of 2.50% and 2.75%,  respectively.  The  Company's  weighted
average  interest  rates on revolver  loans were 7.59% and 7.22% as of March 29,
2003 and March 30, 2002, respectively.

     The Merrill Credit Agreement  limits the level of capital  expenditures for
each annual period,  while allowing for reinvestment of proceeds on asset sales.
The  company is also  subject to certain  minimum  levels of EBITDA,  as defined
within  the  Credit  Agreement.  Availability  is  generally  limited  to 85% of
eligible accounts  receivable and 60% of eligible  inventory.  For the first six
months from inception of this agreement,  minimum availability is required to be
$15 million. As of March 29, 2003 unused availability was $35.8 million.

     Under the Merrill  Credit  Agreement,  a commitment  fee of .375% to .5% is
payable on the unused  revolving  credit  amount.  Ranges of fees are determined
based upon the aforementioned  Fixed Charge Coverage Ratio, as defined under the
Credit  Agreement.  As of March 29, 2003, the Company was in compliance with all
of its then existing covenants.

<PAGE>12


Aggregate Maturities

     The Senior Subordinated Notes totaling $21.1 million mature on December 15,
2003.  The Senior  Secured Noted totaling $37.0 million mature on July 29, 2005.
The term portion of the revolving credit facility requires  quarterly  principal
payments as follows:  $1.5 million from May 31, 2003 through  February 29, 2004;
$3.0 million from May 31, 2004 through  February 28, 2005; $6.1 million from May
31, 2005 through  November 30, 2006;  with the remaining  principal  balance due
February 26, 2007


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

     The income tax  benefit  from  continuing  operations  for the  three-month
period ended March 29, 2003 was $4.8  million  compared to $2.7 million the same
period in the prior  year.  The  company's  effective  tax rate from  continuing
operations was 38.3% for the three-month  period ended March 29, 2003,  compared
to 37.5% for the same period in the prior year. The company's provision includes
franchise  taxes and  non-deductible  items.  State  franchise  taxes  were $0.1
million for the three-month periods ended March 29, 2003 and March 30, 2002. The
Company has net operating loss carryforwards from December 28, 2002 available to
offset future  taxable  income of  approximately  $22.4 million  expiring in the
years 2011 through  2021. A change in control of the Company,  for tax purposes,
may limit the Company's ability to utilize these carryforwards.


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

     At March 29,  2003,  the  Company had accrued  approximately  $220,000  for
remediation of certain environmental and product liability matters.

     Many of the  sales  and  distribution  facilities  presently  and  formerly
operated  by the Company at one time  contained  underground  petroleum  storage
tanks.  All such tanks known to the Company and located on  facilities  owned or
operated  by the  Company  have  been  filled  or  removed  in  accordance  with
applicable environmental laws in effect at the time. As a result of reviews made
in connection with the sale or possible sale of certain facilities,  the Company
has found petroleum  contamination  of soil and ground water on several of these
sites and has taken, and expects to take, remedial actions with respect thereto.
In addition,  it is possible that similar  contamination may exist on properties
no longer owned or operated by the Company, the remediation of which the Company
could, under certain circumstances, be held responsible. Since 1988, the Company
has  incurred  approximately  $2.1  million  of  costs,  net  of  insurance  and
regulatory  recoveries,  with respect to the filling or removing of  underground
storage  tanks and related  investigatory  and remedial  actions.  Insignificant
amounts of contamination have been found on excess properties sold over the past
six years.

<PAGE>13

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

     The Company is one of many defendants in approximately 757 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 360
similar actions for insignificant amounts, and another 356 of these actions have
been dismissed. None of these suits have made it to trial.

     Losses  in  excess  of the  $220,000  reserved  as of  March  29,  2003 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 of this result.


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

     The Company  calculates  earnings per share in accordance with SFAS 128. In
periods where net losses are incurred, dilutive common stock equivalents are not
used in the  calculation  of diluted  EPS as they  would  have an  anti-dilutive
effect on EPS. In March 30, 2002,  common stock  equivalents  of 156,000  shares
were included in calculating diluted weighted average shares outstanding. Common
stock  equivalents of 268,000 were excluded from earnings per share at March 29,
2003, as they were anti-dilutive.  In addition,  options to purchase 355,000 and
413,000  weighted average shares of common stock at March 29, 2003 and March 30,
2002, respectively, had an exercise price greater than the average market price.

<PAGE>14

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

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

     At March 30, 2002,  the Company held a  promissory  note from  Riverside of
$415,000 including accrued interest. As of December 28, 2002 the Company had not
received payment for the principal and accrued interest,  and therefore provided
a reserve for the outstanding balance.

     For the three months ended March 29, 2003,  the Company paid  approximately
$363,000,  compared to  approximately  $254,000 in the first quarter of 2002, in
reimbursements  to affiliates of the Company's  former Chairman of the Board and
President  primarily for use of a corporate aircraft as well as office space and
office support services.


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

     Pursuant  to  certain   initiatives  to  improve   performance  and  reduce
under-performing  assets, the Company has closed or consolidated seven locations
during the first quarter of 2003:  Two  operations in January  (Southport IN and
Jackson TN) and five in February  (Bloomfield  IN, Denton NC, Owosso MI, Jackson
MI and Port Huron MI).  During the first quarter of 2002,  the Company sold four
locations in January  (Pearl,  MS, Baton Rouge,  LA,  Pascagoula,  MS, and Ocean
Springs, MS) and one location in February  (Wilkes-Barre,  PA). In addition, the
Company  consolidated  one operation in March  (Kokomo,  IN). The following is a
summary of the activity in the reserve  balances  from December 28, 2002 through
March 29, 2003 and from December 29, 2001 through March 30, 2002 (in thousands):

<TABLE>

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

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

     Accrual balance at December 28, 2002        $      385        $      15       $     400
     2003 Store closing and other costs                 610              701           1,311
     2003 Related payments                              848              671           1,519
                                                     ------           ------          ------
     Accrual balance at March 29, 2003           $      147        $      45       $     192

     Accrual balance at December 29, 2001        $      139        $     286       $     425
     2002 Store closing and other costs                 763              199             962
     2002 Related payments                              827              363           1,190
                                                     ------           ------          ------
     Accrual balance at March 30, 2002           $       75        $     122       $     197

</TABLE>

<PAGE>15


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


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

     On April 4, 2003 Imagine  Investments,  Inc.  acquired  2,797,743 shares of
common stock from  Riverside  Group Inc. and an option to purchase an additional
53,700 shares. As of that date,  Imagine and its affiliates  beneficially  owned
approximately  47.3% of the Company's  outstanding  common stock.  In connection
with this  transaction,  J. Steven  Wilson  resigned as the  Chairman  and Chief
Executive  Officer of the Company  effective  immediately  and  entered  into an
agreement  with the Company,  which  provides for the payment of $1.0 million in
severance to Mr. Wilson.

     Subsequently,  the Company's  restructuring  efforts included the hiring of
Jim  O'Grady  as  President  and  Chief  Executive  Officer,   as  well  as  the
terminations of James Detmer,  Senior Vice President of Distribution  and Jimmie
Frank,  Senior Vice President of Merchandising and  Manufacturing.  In addition,
the Company terminated  approximately 55 additional  operating  associates.  The
Company  estimates  that the  severance  related to these  terminations  is $0.9
million.

     As a result of (i) the  Company's  failure to deliver  to the  lenders  its
annual 2002 audited financial  statements by March 28, 2003 and (ii) as of April
4, 2003,  Riverside  Group Inc. and J. Steven Wilson ceasing between them to own
at least 25% of the Company's  outstanding common stock and Imagine Investments,
Inc.  owning a greater  percentage of such shares than Riverside and Mr. Wilson,
certain  events of  default  arose  under the  Merrill  Credit  Agreement.  Such
defaults were simultaneously  waived by the lenders and the Credit Agreement was
amended in certain respects, including the addition of a provision which permits
the Company to make the severance payment to Mr. Wilson. In connection with such
waiver and amendments, the Company paid to the lenders a fee of $312,500.




<PAGE>16



                          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 28, 2002.

     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.

                                  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 March 29,  2003,  the Company
operated 52 sales and  distribution  facilities  and 11 component  manufacturing
facilities in 19 states in the Midwest, Northeast, and South.

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




<PAGE>17



     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 11  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

     In fiscal 2002,  the Company sold 31  distribution  centers and 4 component
plants to Lanoga Corporation (the "Lanoga Sale"). The operations included in the
transaction were treated as discontinued operations in accordance with statement
of Financial  Accounting  Standards No. 144  "Accounting  for the  Impairment or
Disposal  of  Long-lived  Assets."  The  results of these  operations  have been
reclassified as discontinued  operations for the three-month  period ended March
30, 2002.

     The following table sets forth, for the periods  indicated,  the percentage
relationship  to  net  sales  of  certain  expense  and  income  items.  Certain
reclassifications have been made to prior year amounts to conform to the current
presentation.  All material  intercompany  balances and  transactions  have been
eliminated.  The table below,  and the  subsequent  discussion of the results of
operations,  has been  adjusted  to exclude  those  operations  reclassified  as
discontinued  operations  that were part of the  Lanoga  Sale.  (See  additional
discussion in Note 2 to the consolidated financial statements.)
<TABLE>


                                                          Three Months Ended
                                                         ------------------
                                                     March 29,      March 30,
                                                        2003           2002
                                                       -----          -----
<S>                                                 <C>             <C>


         Net sales                                     100.0%         100.0%
         Gross profit                                   20.4%          20.4%
         Selling, general and
           administrative expense                       28.1%          20.9%
         Depreciation                                    1.0%           0.8%
         Provision for doubtful accounts                 0.2%           0.3%
         Store closing costs and other charges           1.3%           0.7%
         Other operating income                         (1.2)%         (0.2)%
         Loss from continuing operations                (9.0)%         (2.1)%
</TABLE>

<PAGE>18


     The Company's  results of operations  are  historically  affected by, among
other  factors,  interest  rates,  lumber  prices,  housing  starts and  weather
conditions. In general, this year's weather conditions were comparable with last
year with the  exception  of late season snow storms this year which the Company
believes  postponed sales activity in the first quarter and severely damaged one
of the Company's  component  facilities.  The Company's weighted average rate of
interest on revolver loans increased to 7.59% during the first quarter  compared
to  7.22%  for the same  period  last  year.  The  first  quarter  results  were
negatively  affected by lower commodity lumber prices, down 6.0% from last year.
Housing starts nationally were up 2.3% in the first quarter of 2003,  however in
the Company's primary markets,  the Northeast,  Midwest,  and South, starts were
down  5.7%,  down 6.1% and up 0.5%,  comparable  to the first  quarter  of 2002,
respectively.

     Losses from  continuing  operations  for the first  quarter ended March 29,
2003 and March 30, 2002 was $7.7 million and $4.5 million, respectively.


                   Three Months Ended March 29, 2003 Compared
                   with the Three Months Ended March 30, 2002

     The following  discussion is based on the results of continuing  operations
of the Company.  The Lanoga Sale,  which is treated as discontinued  operations,
has been excluded  from prior year's  results.  (See Note 2 to the  consolidated
financial statements.)

Net Sales
---------

     Net sales for the first quarter of 2003 decreased  25.4%, to $101.0 million
compared  to $135.4  million  for the first  quarter of 2002.  Same store  sales
decreased  16.0% from the comparable  quarter last year.  Sales at locations now
closed,  excluding  discontinued  operations,  contributed  approximately  $22.7
million  for the first  quarter of 2002  compared  to $3.0  million in the first
quarter 2003. Total sales to building  professionals  represented 94.2% of total
sales  compared to 92.8% in the same  quarter last year.  Housing  starts in the
Company's primary markets,  the Northeast,  Midwest, and South, starts were down
5.7%,  down  6.1%  and  up  0.5%,  comparable  to the  first  quarter  of  2002,
respectively.

     The Company  believes that sales decreases for the three months ended March
29, 2003  primarily  resulted  from a decline in the number of  locations,  late
season snow storms,  uncertain  economic  conditions and lumber  deflation.  The
Company  estimates that the effect of lumber  deflation for the first quarter of
2003 decreased total sales by approximately  $2.7 million compared with the same
period last year.  Lumber and building  materials  accounted  for 85.7% of total
sales in the first quarter of 2003 compared with 83.7% in 2002.

<PAGE>19


     Products  that  exhibited  the  greatest  change in sales  dollars  for the
quarter  ended  March 29,  2003 versus the  comparable  prior year period  were:
lumber and plywood  (down 31.4%),  doors and windows  (down 17.9%),  trusses and
engineered wood products (down 14.4%), roofing (down 32.4%) and insulation (down
26.5%).

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

     Gross profit  decreased to $20.6  million in the first quarter of 2003 from
$27.6 million in the first quarter of 2002, a 25.5% decrease.  Gross profit as a
percentage  of sales  remained  constant from the first quarter of 2002 to first
quarter of 2003 at 20.4%. The Company believes that the decrease in gross profit
dollars resulted primarily from the reduction in sales as discussed above.

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

     SG&A expense  remained  relatively  constant at $28.4  million in the first
quarter of 2003 from $28.3 million in the first quarter of 2002. As a percentage
of sales,  SG&A  increased  to 28.1% of net sales in the first  quarter  of 2003
compared  with 20.9% of net sales in the first  quarter of 2002.  This  increase
primarily  is due to the  decrease in sales as well as overhead  costs that have
yet to be eliminated due to the sale and closing of centers in December 2002 and
first  quarter 2003 and a move from  co-operative  marketing  and cost  recovery
programs to purchase based programs.

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

     Depreciation  decreased  to $1.0  million  for the  first  quarter  of 2003
compared to $1.1 million for the same period in 2002.


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

     The provision  for doubtful  accounts was $0.2 million in the first quarter
of 2003,  compared with $0.4 million in the first  quarter of 2002.  The Company
believes  the  decrease  is  the  result  of  management's  improvements  in the
collection efforts, which have reduced credit exposure and bad debts.

<PAGE>20

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

     Pursuant  to  certain   initiatives  to  improve   performance  and  reduce
under-performing  assets, the Company  consolidated seven sales and distribution
centers during the first quarter of 2003.  During the first quarter of 2002, the
Company  closed,  consolidated,  or  sold  five  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. The following is a
summary of the activity in the reserve  balances  from December 28, 2002 through
March 29, 2003 and December 29, 2001 through March 30, 2002 (in thousands):
<TABLE>


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


     Accrual balance at December 28, 2002            $    385      $      15    $     400
     2003 Store closing and other costs                   610            701        1,311
     2003 Related payments                                848            671        1,519
                                                        -----          -----        -----
     Accrual balance at March 29, 2003               $    147      $      45    $     192

     Accrual balance at December 29, 2001            $    139      $     286    $     425
     2002 Store closing and other costs                   763            199          962
     2002 Related payments                                827            363        1,190
                                                        -----          -----        -----
     Accrual balance at March 30, 2002               $     75      $     122    $     197
</TABLE>


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

     Other  operating  income  for the first  quarter  of 2003 was $1.2  million
compared with $0.4 million for the first quarter 2002.  Other  operating  income
primarily  includes gains on early retirement of debt, the sales or disposals of
property,  plant and equipment,  service charges assessed  customers on past due
accounts receivables, and casualty gains/losses. The increase in other operating
income  primarily is related to the early retirement of $5.9 million of bonds at
an 85% discount for a pre-tax gain of $0.9 million.  (See note 4 of notes to the
consolidated financial statements.)

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

     In the first quarter of 2003,  interest  expense  decreased to $3.5 million
from $4.4 million  during the first  quarter of 2002.  Interest  expense in 2003
includes a charge for the  write-off of a portion of debt issue costs related to
the Fleet Credit Agreement of $0.4 million.  The Company's weighted average rate
of  interest on all debt  increased  to 11.1%  during the first  quarter of 2003
compared to 8.7% for the same period last year. Interest expense was affected by
the increase in the effective interest rate resulting from the bond refinancing.
See additional discussion at Note 4 to the consolidated financial statements and
in  Liquidity  and Capital  Resources  included in  Managements  Discussion  and
Analysis.  The  Company's  average  debt  levels  decreased  by 47.5% from first
quarter 2002 to first quarter 2003. This decrease in outstanding  debt primarily
is due to the use of  proceeds  from the Lanoga  Sale to pay down the  revolving
credit facility.

<PAGE>21


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

     The Company  recorded  an income tax benefit of $4.8  million for the first
quarter of 2003, compared with a benefit of $2.7 million in the first quarter of
2002. The Company's  effective tax rate was 38.3% for the first quarter of 2003,
compared  to 37.5%  for the  first  quarter  of 2002.  The  Company's  provision
includes  franchise taxes and  non-deductible  items. State franchise taxes were
$0.1 million for the first quarter of 2003 and 2002, 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, the sale of certain assets,  cyclicality and seasonality of
the Company's business,  the effects of the Company's substantial leverage,  and
competition.



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

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal Activities." SFAS No. 146 requires companies to
recognize  costs  associated  with  exit or  disposal  activities  when they are
incurred  rather  than at the date of  commitment  to a plan.  SFAS  No.  146 is
effective for any exit plans  commencing  after December 29, 2002. This standard
is effective  for the Company in 2003 and did not have a material  effect on the
consolidated financial statements.

<PAGE>22

     In December 2002, the FASB issued SFAS No. 148  "Accounting for Stock-Based
Compensation  --Transition  and  Disclosure,  an amendment of FASB Statement No.
123".  This  standard  provides  transitional  guidance  for  applying  the fair
value-based method of accounting for stock options.  It also requires additional
proforma  disclosures for interim periods beginning after December 15, 2003. The
Company  continues to apply the  intrinsic  value based method of  accounting as
prescribed by APB Opinion No. 25. As such the adoption of this pronouncement has
not had a material  effect on the  financial  statements.  The required  interim
disclosures  have  been  included  in the  notes to the  condensed  consolidated
financial statements.

     In September  2002,  the Emerging  Issues Task Force  ("EITF")  issued EITF
Issue No. 02-16 "Accounting by a Reseller for Cash Consideration Received from a
Vendor." This consensus requires cash consideration  received from vendors to be
classified  as a reduction  of costs of the customer  product  unless a customer
incurs a specific  incremental cost to promote that vendor's  products for which
it is being  reimbursed  or is  providing a service for which the  consideration
represents  the  consideration  for the  fair  value  of  those  services  being
performed. This consensus is effective to the Company in 2003. Historically, the
Company has had various agreements with its vendors,  some of which required the
Company to be  reimbursed  for the cost of promoting  vendors'  products.  Other
vendor agreements provide for rebates based on purchasing volumes. The Company's
current vendor  agreements are all associated  with  purchasing  volumes and are
considered reductions of the costs of products.  These rebates are recognized in
the statement of operations when those products are sold.


                         LIQUIDITY AND CAPITAL RESOURCES

     The Company's principal sources of working capital and liquidity are income
from  operations  and  borrowings  under  its  credit  facility.  The  Company's
assessment  of  its  future  funds  availability   constitutes   Forward-Looking
Information  made pursuant to the Private  Securities  Litigation  Reform Act of
1995 and is  inherently  subject to  uncertainty  resulting  from,  among  other
things, the factors discussed in paragraph three of Item2: Management Discussion
and Analysis.  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, insurance reserves and
debt service.

     During the first quarter of 2003, net cash used in operating activities was
$18.6 million  compared  with net cash provided by operating  activities of $6.7
for the first quarter of 2002. The increase in cash used by operating activities
primarily is due to increases in inventory,  and decreases in accounts  payables
and accrued liabilities from December 28, 2002 to March 29, 2003.

<PAGE>23

     The Company's accounts  receivable from continuing  operations at March 29,
2003  decreased  $3.4  million.  This  decrease  primarily  is the  result  of a
reduction in credit sales and improved collection efforts.

     The Company's inventory balance at March 29, 2003 decreased $9.6 million or
19.1% when compared to the balance at December 28, 2002. This decrease primarily
is also the result of a reduction in the number of  distribution  facilities and
the Company's goal to improve inventory management. Accounts payable and accrued
liabilities at March 29, 2003 decreased approximately $0.8 million from December
28, 2002.

     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  three  months  of  2003,  the  Company  spent
approximately  $1.4 on capital  expenditures,  compared to $0.3  million for the
same period in 2002. Under the Merrill Credit  Agreement,  capital  expenditures
during 2003 are currently  limited to $6.0 million.  The Company expects to fund
capital expenditures through borrowings and its internally generated cash flow.

     At March 29, 2003 the Company  operated 52 sales and  distribution  centers
and  11  component   manufacturing   facilities   compared  with  93  sales  and
distribution facilities and 16 component  manufacturing  facilities at March 30,
2002.  The  reduction in  facilities  is due to the Lanoga Sale as well as other
sales and  consolidation  of facilities  that took place during this period.  At
March 29, 2003,  there were no material  commitments to third parties for future
capital expenditures.

     The  Company  maintained  excess  availability  under  the  Merrill  Credit
Agreement  throughout the first quarter of 2003. The Company's  receivables  and
inventory typically increase in the second and third quarters of the year due to
higher sales in the peak building  season.  In these same  periods,  the Company
typically reaches its peak utilization of its revolving credit agreement because
of the increased  inventory and receivables needed for the peak building season.
At March 29,  2003,  the Company had  outstanding  borrowings  under the Merrill
Credit  Agreement of $49.0 million,  the minimum  availability  requirement  was
$15.0 million and the unused availability was $35.8 million.

<PAGE>24


Senior Subordinated Debt

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

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

     In March 2003, the Company redeemed $5.9 million of the outstanding  Senior
Secured Notes for a gain of $0.9 million,  recorded in other operating income on
the Company's Statement of Operations.

     The Company  continues to carry Senior  Subordinated  Notes due in December
2003  of  approximately  $21.1  million.  Sufficient  liquidity  to  meet  these
obligations  when they come due is contingent  on a number of risk  factors,  as
discussed in Item 1 of the Company's 2002 Form10-K.

Revolving Credit Facility

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

     As of March 29, 2003, there was $49.0 million outstanding under the Merrill
Credit  Agreement of which $24.0 million was revolving  credit and $25.0 million
was term notes. The spread on prime rate borrowings under the Merrill  agreement
ranges  from 1.25% to 2.00% over  prime for  revolving  loans and 2.00% to 2.75%
over prime under the term notes.  The spread for LIBOR  based  borrowing  ranges
from 2.50% to 3.25% over LIBOR for revolving loans and 3.25% to 4.00% over LIBOR
for term notes. The spread over the prime or LIBOR rates is determined based

<PAGE>25

     upon the  Company's  Fixed  Charge  Coverage  Ratio,  as defined  under the
Merrill Credit Agreement.  The Company's base rate on revolving loans,  6.00% at
March 29, 2003 and 5.50% at March 30,  2002,  included  an interest  spread over
prime of 1.75% and 0.75%,  respectively.  The Company's  LIBOR borrowing rate on
revolving loans,  3.81% at March 29, 2003 and 4.63% at March 30, 2002,  included
an interest  spread over LIBOR of 2.50% and 2.75%,  respectively.  The Company's
weighted  average  interest  rates on revolver  loans were 7.59% and 7.22% as of
0March 29, 2003 and March 30, 2002, respectively.

     The Merrill Credit Agreement  limits the level of capital  expenditures for
each annual period,  while allowing for reinvestment of proceeds on asset sales.
The  company is also  subject to certain  minimum  levels of EBITDA,  as defined
within  the  Credit  Agreement.  Availability  is  generally  limited  to 85% of
eligible accounts  receivable and 60% of eligible  inventory.  For the first six
months from inception of this agreement,  minimum availability is required to be
$15 million. As of March 29, 2003 unused availability was $35.8 million.

     Under the Merrill  Credit  Agreement,  a commitment  fee of .375% to .5% is
payable on the unused  revolving  credit  amount.  Ranges of fees are determined
based upon the aforementioned  Fixed Charge Coverage Ratio, as defined under the
Credit  Agreement.  As of March 29, 2003, the Company was in compliance with all
of its then existing covenants.

     As a result of (i) the  Company's  failure to deliver  to the  lenders  its
fiscal 2002 audited financial  statements by March 30, 2003 and (ii) as of April
4, 2003,  Riverside  Group Inc. and J. Steven Wilson ceasing between them to own
at least 25% of the Company's  outstanding common stock and Imagine Investments,
Inc.  owning a greater  percentage of such shares than Riverside and Mr. Wilson,
certain  events of  default  arose  under the  Merrill  Credit  Agreement.  Such
defaults were simultaneously  waived by the lenders and the Credit Agreement was
amended in certain respects, including the addition of a provision which permits
the Company to make the severance payment to Mr. Wilson. In connection with such
waiver and amendments, the Company paid to the lenders a fee of $312,500.

Net Operating Loss Carryforwards

     The Company has net operating loss carryforwards available to offset future
taxable income of approximately $22.4 million expiring in the years 2011 through
2021.  A change in  control  of the  Company,  for tax  purposes,  may limit the
Company's ability to utilize these carryforwards.

<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 28, 2002.  There have been no material changes in the
Company's  quantitative or qualitative  exposure to market risk since the end of
fiscal 2002.


Item 4. CONTROLS AND PROCEDURES

     The Company has performed an evaluation  under the supervision and with the
participation of management,  including the Chief Executive  Officer ("CEO") and
Chief  Financial  Officer  ("CFO"),  of  the  effectiveness  of the  design  and
operation of the disclosure  controls and procedures.  Based on that evaluation,
the CEO and CFO  concluded  that the  disclosure  controls and  procedures  were
effective as of March 29, 2003.  There have been no  significant  changes in the
internal  controls or other  factors that could  significantly  affect  internal
controls subsequent to March 29, 2003.

<PAGE>27


                                     PART II
                                OTHER INFORMATION

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

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

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


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

      (a)      Exhibits

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


      (b)      Reports on Form 8-K

               A Current  Report on Form 8-K dated  January  23,  2003 was filed
               under Item 5 disclosing  that the expiration date of the exchange
               offer  relating to the Company's  Senior  Subordinated  Notes due
               2003 had been extended.

               A Current  Report on Form 8-K  dated  February  4, 2003 was filed
               under Item 5 disclosing the resignation of two board members.

               A Current  Report on Form 8-K dated  February  14, 2003 was filed
               under Item 5  disclosing  the total  appraised  value of the real
               property securing the new Senior Secured Notes due 2005.

               A Current  Report on Form 8-K dated  February  20, 2003 was filed
               under Item 5 disclosing  that the expiration date of the exchange
               offer had been extended.

               A Current  Report on Form 8-K dated  February  26, 2003 was filed
               under Item 5 disclosing that the Company  successfully  completed
               its offer to exchange its new Senior  Secured  Notes due 2005 for
               its  outstanding  11 5/8 percent  Senior  Subordinated  Notes due
               2003.  The Company also  completed the  refinancing  of the Fleet
               Credit   facility  with  the  proceeds  of  the  Merrill   Credit
               Agreement.

<PAGE>28


               A Current  Report on Form 8-K dated  February  20, 2003 was filed
               under Item 9 disclosing a Standard & Poor's  rating  change dated
               February  27, 2003,  stating  that the Standard & Poor's  Ratings
               Services  lowered its  corporate  credit rating on Wickes Inc. to
               'SD' from 'CC'.

               A Current  Report on Form 8-K dated March 5, 2003 was filed under
               Item 5  disclosing  that  the  Company  completed  its  offer  to
               exchange its new Senior Secured Notes due 2005 for any and all of
               its outstanding 11 5/8% Senior  Subordinated  Notes due 2003. The
               Company also completed on that date the refinancing of its senior
               credit  facility with the proceeds of a new  $125,000,000  senior
               credit facility.





<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/ Jim O'Grady
                                           ---------------
                                           Jim O'Grady
                                           President and Chief Executive Officer



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


Date:  May 13, 2003





<PAGE>30



                            SECTION 302 CERTIFICATION
                            -------------------------

I, Jim O'Grady, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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


b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and


c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):


a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and


b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 13, 2003                  Signature: /s/ Jim O'Grady
      ------------                             ---------------
                                               President and
                                               Chief Executive Officer

<PAGE>31


                            SECTION 302 CERTIFICATION
                            -------------------------

I, James Hopwood, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

b) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;


b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and


c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):


a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and


b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 13, 2003                  Signature: /s/ James A. Hopwood
      ------------                             --------------------
                                               Senior Vice President and
                                               Chief Financial Officer

<PAGE>32



                                                                    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, Jim O'Grady,  President and Chief Executive  Officer of Wickes Inc. (the
"Registrant")  hereby  certify,  pursuant to 18  U.S.C.ss.  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 March 29, 2003
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:  May 13, 2003


                                           /s/ Jim O'Grady
                                           ---------------
                                           Jim O'Grady,
                                           President and Chief Executive Officer









     A signed  original of this  written  statement  required by Section 906 has
been  provided to Wickes Inc. and will be retained by Wickes Inc. and  furnished
to the Securities and Exchange Commission or its staff upon request.

<PAGE>33

                                                                    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,  Senior Vice President and Chief Financial  Officer of
Wickes Inc. (the "Registrant") hereby certify, pursuant to 18 U.S.C.ss. 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 March 29, 2003
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:  May 13, 2003

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







     A signed  original of this  written  statement  required by Section 906 has
been  provided to Wickes Inc. and will be retained by Wickes Inc. and  furnished
to the Securities and Exchange Commission or its staff upon request.