SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549

                                    FORM 10-Q

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


                                                                 Commission File
For the Quarterly Period Ended September 28, 2002                Number  1-14967
                               ------------------                        -------

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


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


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



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

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

                                    Yes   X                   No
                                         ---

As of October 31, 2002, the Registrant had 8,308,109 shares of Common Stock, par
value $.01 per share outstanding.




<PAGE>2
<TABLE>

                          WICKES INC. AND SUBSIDIARIES

                                      INDEX
                                     -------
<S>                                                                                        <C>

                                                                                                Page
                                                                                               Number
                                                                                               ------
PART I.         FINANCIAL INFORMATION

       Item 1.   Financial Statements

           Condensed Consolidated Balance Sheets
            September 28, 2002 (Unaudited), December 29, 2001 and
            September 29, 2001 (Unaudited)                                                        3

           Condensed Consolidated Statements of Operations (Unaudited)-
            For the three months and nine months ended
            September 28, 2002 and September 29, 2001                                             4

           Condensed Consolidated Statements of Cash Flows (Unaudited)-
            For the nine months ended September 28, 2002 and September 29, 2001                   5

           Notes to Condensed Consolidated
            Financial Statements (Unaudited)                                                      6

       Item 2.   Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                                         15

       Item 3.   Quantitative and Qualitative Disclosures about
                     Market Risk                                                                 28
       Item 4.   Controls and Procedures                                                         28


PART II.        OTHER INFORMATION

       Item 2. Changes in Securities and Use of Proceeds                                         29

       Item 6. Exhibits and Reports on Form 8-K                                                  29
</TABLE>





<PAGE>3
<TABLE>
                          WICKES INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
        September 28, 2002, December 29, 2001 and September 29, 2001
                        (in thousands except share data)

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


                                                                      September 28,   December 29,    September 29,
                                                                          2002            2001            2001
                        ASSETS                                        -------------   -------------   -------------
                                                                       (UNAUDITED)                     (UNAUDITED)
Current assets:
    Cash                                                            $          151  $          198  $          203
    Accounts receivable, less allowance for doubtful
       accounts of $2,381 in 2002, $2,119 in December
       2001, and $1,975 in September 2001                                   86,799          83,369         107,633
    Note receivable from affiliate                                             436             430             356
    Inventory                                                               89,746         100,118         127,493
    Deferred tax asset                                                       7,667           7,474           9,254
    Prepaid expenses and other assets                                        7,001           5,058           5,269
                                                                      -------------   -------------   -------------
        Total current assets                                               191,800         196,647         250,208
                                                                      -------------   -------------   -------------

Note receivable from affiliate                                                   -               -              67
Property, plant and equipment, net                                          52,450          58,690          57,337
Trademark (net of accumulated amortization of
     $11,163 in 2002 and December 2001, $11,108
     in September 2001)                                                      5,856           5,856           5,912
Deferred tax asset                                                          16,559          16,559          12,990
Rental equipment (net of accumulated depreciation of
      $2,122 in 2002, $2,186 in December 2001, and
      $2,076 in September 2001)                                              1,633           2,287           2,480
Goodwill (net of accumulated amortization of $2,575 in
     2002 and December 2001, $2,431 in September 2001)                      12,229          12,229          12,373
Other assets (net of accumulated amortization of
     $13,025 in 2002, $11,181 in December 2001, and
     $11,496 in September 2001)                                              4,200           4,805           7,878

                                                                      -------------   -------------   -------------
        Total assets                                                $      284,727  $      297,073  $      349,245
                                                                      =============   =============   =============

                        LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
    Current maturities of long-term debt                            $       10,800  $        9,157  $        8,922
    Accounts payable                                                        52,703          43,956          61,449
    Accrued liabilities                                                     18,450          20,563          21,311
                                                                      -------------   -------------   -------------
        Total current liabilities                                           81,953          73,676          91,682
                                                                      -------------   -------------   -------------

Long-term debt, less current maturities                                    173,100         193,253         224,721
Other long-term liabilities                                                  3,142           3,373           3,904

Stockholders' equity:
    Common stock, $0.01 par (8,294,171,  8,281,585,
       8,278,400 shares issued and outstanding, respectively)                   83              83              83
    Other comprehensive loss                                                     -             (93)           (177)
    Additional paid-in capital                                              87,164          87,134          87,124
    Accumulated deficit                                                    (60,715)        (60,353)        (58,092)
                                                                      -------------   -------------   -------------
        Total stockholders' equity                                          26,532          26,771          28,938
                                                                      -------------   -------------   -------------
        Total liabilties and stockholders' equity                   $      284,727  $      297,073  $      349,245
                                                                      =============   =============   =============
</TABLE>





<PAGE>4
<TABLE>


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

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

                                                    Three Months Ended             Nine Months Ended
                                                    ------------------             ------------------
                                                September 28,  September 29,  September 28, September 29,
                                                     2002          2001            2002          2001
                                                -----------   -----------     -----------   -----------

Net sales                                     $    237,284  $    295,307    $    657,718  $    754,226
Cost of sales                                      185,609       234,055         517,012       592,406
                                                -----------   -----------     -----------   -----------

    Gross profit                                    51,675        61,252         140,706       161,820
                                                -----------   -----------     -----------   -----------


Selling, general and administrative expenses        44,215        53,331         124,117       148,200
Depreciation, goodwill and trademark amortization    1,293         1,570           4,036         4,675
Provision for doubtful accounts                        483           159           1,101           802
Store closing costs                                    623             -           2,370             -
Other operating income                                (772)         (710)         (3,267)       (1,823)
                                                 -----------   -----------     -----------   -----------
                                                    45,842        54,350         128,357       151,854
                                                 -----------   -----------     -----------   -----------
    Income from operations                           5,833         6,902          12,349         9,966

Interest expense                                     3,941         5,417          12,432        16,811

                                                 -----------   -----------     -----------   -----------
Income (loss) before taxes                           1,892         1,485            (83)        (6,845)

Income tax expense (benefit)                           769           796             279        (2,032)
                                                 -----------   -----------     -----------   -----------

    Net income (loss)                          $     1,123  $        689    $       (362) $     (4,813)
                                                 ===========   ===========     ===========   ===========


Net income (loss) per common share- basic      $      0.14  $       0.08    $      (0.04) $      (0.58)
                                                 ===========   ===========     ===========   ===========

Net income (loss) per common share- diluted    $      0.13  $       0.08    $      (0.04) $      (0.58)
                                                 ===========   ===========     ===========   ===========

Weighted average common shares- basic            8,293,168     8,278,347       8,288,921     8,275,737
                                                 ===========   ===========     ===========   ===========

Weighted average common shares- diluted          8,520,384     8,448,300       8,288,921     8,275,737
                                                 ===========   ===========     ===========   ===========


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

</TABLE>

<PAGE>5
<TABLE>

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

                                                                                       Nine Months Ended

                                                                                September 28,       September 29,
                                                                                    2002                2001
                                                                               ---------------     ---------------
Cash flows from operating activities:
  Net loss                                                                   $           (362)   $         (4,813)
  Adjustments to reconcile net loss to
       net cash provided by (used in) operating activities:
    Depreciation expense                                                                5,198               5,443
    Amortization of trademark                                                               -                 167
    Amortization of goodwill                                                                -                 516
    Amortization of deferred financing costs                                            1,166               1,078
    Provision for doubtful accounts                                                     1,101                 802
    Gain on sale of assets and other items                                             (1,277)                (13)
    Deferred tax benefit                                                                 (193)             (2,452)
    Changes in assets and liabilities:
       (Increase) in accounts receivable                                               (4,531)            (31,749)
       Decrease (increase) in inventory                                                10,247              (9,747)
       Increase in accounts payable and accrued liabilities                             6,496              25,049
       (Increase) in prepaids and other assets                                         (2,197)             (4,591)
                                                                               ---------------     ---------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                    15,648             (20,310)
                                                                               ---------------     ---------------

Cash flows from investing activities:
  Purchases of property, plant and equipment                                           (1,263)             (6,320)
  Proceeds from sales of property, plant and equipment                                  4,090                 907
  Payments for acquisitions                                                                 -                (759)
  (Increase) decrease in notes receivable                                                  (6)                 60
                                                                               ---------------     ---------------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                     2,821              (6,112)

Cash flows from financing activities:
    Net (repayments) borrowings under revolving line of credit                        (10,596)             31,127
    Repayments of term loan                                                            (7,914)             (4,226)

    Debt issuance costs                                                                    (6)               (519)
                                                                               ---------------     ---------------

NET CASH (USED IN) PROVIDED BY  FINANCING ACTIVITIES                                  (18,516)             26,382
                                                                               ---------------     ---------------

NET DECREASE IN CASH                                                                      (47)                (40)
Cash at beginning of period                                                               198                 243
                                                                               ---------------     ---------------

CASH AT END OF PERIOD                                                        $            151    $            203
                                                                               ===============     ===============

Supplemental schedule of cash flow information:
     Interest paid                                                           $         10,425    $         13,104
     Income taxes paid                                                       $          1,726    $            853


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


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

</TABLE>





<PAGE>6



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


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

     Basis of Financial Statement Presentation
     -----------------------------------------

The  condensed   consolidated   financial  statements  present  the  results  of
operations,   financial  position,  and  cash  flows  of  Wickes  Inc.  and  its
consolidated subsidiaries (the "Company").  The condensed consolidated financial
statements  are prepared in  accordance  with  accounting  principles  generally
accepted  in the United  States of America,  which  require  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

The condensed  consolidated  financial  statements should be read in conjunction
with the Company's  consolidated financial statements and notes thereto included
in the  Company's  Annual  Report on Form 10-K (the "Form  10-K") for the fiscal
year ended December 29, 2001. The condensed  consolidated  financial  statements
reflect all adjustments  (consisting only of normal recurring adjustments) which
are, in the opinion of management,  necessary for the fair  presentation  of the
financial results for the interim period.  The results of operations for interim
periods are not necessarily indicative of results for the entire year.

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

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

The  Company  issued  12,586  shares of Common  Stock to members of its board of
directors in lieu of cash  compensation  during the nine months ended  September
28, 2002 pursuant to the Company's 1993 Director Incentive Plan.



<PAGE>7

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

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

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

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

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


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

Effective  at the  beginning  of fiscal  2002,  the  Company  adopted  SFAS 142,
"Goodwill and Other  Intangible  Assets".  Upon  adoption of SFAS 142,  goodwill
amortization ceased. In addition,  the Company has determined that its trademark
life is indefinite and also ceased related  amortization.  Intangible assets are
now subject to fair-value  based  impairment tests performed on an annual basis.
The Company has  determined  that it has only one  reporting  unit as defined in
accordance  with SFAS 142. The fair value of the  reporting  unit was  primarily
estimated using the expected  present value of associated  future cash flows and
market values of comparable businesses, where available. The Company determined,
based upon its  assessment  of fair value,  that no  impairment of the Company's
intangible  assets  exists.  The  Company's  net book value of goodwill is $12.2
million and other intangible assets are $5.9 million.  An annual impairment test
will be performed of the  goodwill and other  intangible  assets in each year in
the fourth quarter.  As required under SFAS 142 the following table provides net
earnings  (losses) and per share data adjusted for the effect of amortization of
goodwill and other indefinite lived intangible assets.



<PAGE>8
<TABLE>

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

                                                    Three Months Ended                    Nine Months Ended
                                                    ------------------                    -----------------
                                                Sept 28,         Sept 29,              Sept 28,            Sept 29,
                                                  2002             2001                  2002                2001
                                                -------          -------               --------            --------

      Reported net income (loss)              $     1,123      $        689          $       (362)     $     (4,813)
      Goodwill amortization                             -               167                      -              516
      Trademark amortization                            -                56                      -              167
                                                 ---------        ----------            -----------       -----------
      Adjusted net income (loss)                    1,123               912                  (362)           (4,130)
                                                 ---------        ----------            -----------       -----------

      Net income (loss) per
       common share -
         Basic:                               $      0.14      $       0.08          $      (0.04)     $      (0.58)

         Diluted:                             $      0.13      $       0.08          $      (0.04)     $      (0.58)
         Goodwill amortization                          -              0.02                      -             0.06
         Trademark amortization                         -              0.01                      -             0.02
                                                 ---------        ----------            -----------       -----------
          Adjusted net income (loss)
              Basic:                          $      0.14      $       0.11          $      (0.04)     $      (0.50)
              Diluted:                        $      0.13      $       0.11          $      (0.04)     $      (0.50)

</TABLE>

In August 2001, the Financial  Accounting  Standards  Board ("FASB") issued SFAS
144,  "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS 144
resolves certain implementation issues related to SFAS 121, establishes a single
accounting  model for  long-lived  assets to be disposed of by sale, and revises
the requirements for discontinued operations presentation.  SFAS 144 was adopted
by the Company at the  beginning of 2002.  The adoption of this standard did not
have a material impact on the Company's financial statements.


3.  EFFECT OF ACCOUNTING STANDARDS NOT ADOPTED
    ------------------------------------------

In April 2002,  the FASB issued SFAS 145,  "Rescission  of SFAS No's, 4, 44, and
64,  Amendment  of SFAS 13, and  Technical  Corrections."  SFAS 145 modifies the
treatment of  sale-leaseback  transactions and  extinguishment  of debt allowing
gains and losses to be treated as  comprehensive  income in most  circumstances.
SFAS 145 is effective  for the fiscal year  beginning  December  29,  2002.  The
Company  does not  believe the initial  adoption  of this  standard  will have a
material impact on the Company's financial statements.

In July 2002, the FASB issued SFAS 146,  "Accounting  for Costs  Associated with
Exit or Disposal  Activities."  SFAS 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 146 is effective for any exit plans
commencing  after  December  29,  2002.  The Company  does not believe  that the
initial  adoption of this standard will have a material  impact on the Company's
financial statements.


<PAGE>9

<TABLE>


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


4.  COMPREHENSIVE INCOME (LOSS)
    --------------------------

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

                                                       Three Months Ended                     Nine Months Ended
                                                       ------------------                     -----------------
                                                   Sept 28,          Sept 29,            Sept 28,          Sept 29,
                                                     2002              2001                2002              2001
                                                   -------           -------             -------           -------

      Reported net income (loss)           $           1,123    $          689      $        (362)    $     (4,813)

      Effect of adoption of
      SFAS 133, net of tax of $55 and $95                                  (88)                               (155)

      Change in fair value of
       Interest rate swap, net of tax of                                   (89)                               (177)
       $55 and $110

      Reclassifications to earnings                                         88                                 155
                                                 ------------      ------------        ------------      -----------

      Comprehensive income (loss)          $           1,123    $          600      $        (362)    $     (4,990)
                                                 ------------      ------------        ------------      -----------
</TABLE>

<TABLE>

5.  LONG-TERM DEBT
    --------------

       Long-term debt is comprised of the following (in thousands):
<S>                                               <C>                   <C>               <C>

                                                      Sept 28,              Dec 29,           Sept 29,
                                                        2002                 2001               2001
                                                      -------               -------           --------
        Revolving credit facility:
           Revolving notes                       $       86,085        $     93,143       $    122,263
           Term notes                                    33,859              45,311             47,424
        Senior subordinated notes                        63,956              63,956             63,956

        Less current maturities                         (10,800)             (9,157)            (8,922)


                                                    ------------          ----------         ------------
        Total long-term debt                     $      173,100        $    193,253       $    224,721
                                                    ------------          ----------         ------------
</TABLE>



Under the Company's  revolving credit agreement,  the Company may borrow against
certain levels of accounts  receivable and inventory.  Unused availability under
the  revolving  credit  agreement at September 28, 2002 was $28.7  million.  The
Company was in compliance with all covenants as of September 28, 2002.

<PAGE>10

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

6.   INCOME TAXES
     ------------

The provision for income taxes for the  three-month  period  ended September 28,
2002 was $0.8  million  as it was for the same  period  in the  prior  year.  An
effective  federal  and state  income  tax rate of 39.1%  was used to  calculate
income taxes for the  three-month  period ended  September  28, 2002 compared to
38.7% for the same  period in the prior  year.  The  calculated  tax rate in the
financial  statements of 40.6% for the  three-month  period ended  September 28,
2002  compared to 53.6% for the same period in the prior year,  differs from the
effective  federal and state income tax rate  primarily  due to state  franchise
taxes and non-deductible  items. State franchise taxes were $0.2 million for the
three-month  period ended  September  28, 2002  compared to $0.3 million for the
same period in the prior year.

The provision  for income taxes for the  nine-month  period ended  September 28,
2002 was $0.3 million  compared to a benefit of $2.0 million for the same period
in the prior year.  An effective  federal and state income tax rate of 39.1% was
used to calculate  income taxes for the  nine-month  period ended  September 28,
2002 compared to 38.7% for the same period in the prior year. The calculated tax
rate in the  financial  statements  of 336.1% for the  nine-month  period  ended
September  28,  2002  compared  to 30.0% for the same  period in the prior year,
differs from the  effective  federal and state income tax rate  primarily due to
state franchise taxes and non-deductible  items. State franchise taxes were $0.6
million for the  nine-month  period ended  September  28, 2002  compared to $0.8
million for the same period in the prior year.


7.  COMMITMENTS AND CONTINGENCIES
    -----------------------------

At  September  28,  2002,  the Company had accrued  approximately  $132,000  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

<PAGE>11



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


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
five years.

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

The Company is one of many  defendants  in  approximately  547 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 190
similar actions for insignificant amounts, and another 293 of these actions have
been dismissed. None of these suits have made it to trial.

Losses in excess of the $132,000 reserved as of September 28, 2002 are possible,
and though an estimate of these amounts  cannot be made,  based on the Company's
past experience management believes the reserve is adequate.

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.


<PAGE>12



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


8.  EARNINGS PER SHARE
    ------------------

The  Company  calculates  earnings  per share in  accordance  with SFAS 128.  In
periods where net losses are incurred, dilutive common stock equivalents are not
used in the  calculation  of diluted  EPS as they  would  have an  anti-dilutive
effect  on EPS.  For the  three-month  periods  ended  September  28,  2002  and
September  29, 2001,  common stock  equivalents  of 227,000 and 170,000  shares,
respectively,  were included in  calculating  diluted  weighted  average  shares
outstanding.  For the nine-month  periods ended September 28, 2002 and September
29, 2001 common stock  equivalents of 134,000 and 165,000  shares,  respectively
were  excluded  as they were  anti-dilutive.  In  addition,  options to purchase
524,000 and 617,000  weighted  average  shares of common stock at September  28,
2002 and September 29, 2001,  respectively,  had an exercise  price greater than
the average market price.


9.  RELATED PARTY TRANSACTIONS
    --------------------------

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

In February  2002, the Company  entered into an agreement  with  Cybermax,  Inc.
("Cybermax"),  a wholly-owned  subsidiary of Riverside Group, Inc. The agreement
calls for  Cybermax to design,  develop and support a web based system that will
aid the Company in  marketing  and selling  product.  For the nine months  ended
September 28, 2002, the Company paid approximately $59,000 to Cybermax.

In March 2000,  the Company  entered into an  agreement  with  Buildscape,  Inc.
("Buildscape"), an entity then affiliated with Riverside Group, Inc. and Imagine
Investments,  Inc.  Pursuant to this  agreement,  the Company and Buildscape are
jointly conducting an Internet distribution  program.  Buildscape is an Internet
service  designed  for  builders  that  allows the  Company's  customers  to buy
products and materials from Wickes and other  suppliers.  It provides  real-time
online access to the professional  builders' specific Wickes price list, bill of
materials and trade account.  Wickes paid Buildscape  approximately  $367,000 in
the nine months ended  September  28, 2002. In July 2002,  Dow Chemical  Company
acquired  100%  ownership of  Buildscape.  The Company will  continue to use the
Buildscape internet distribution program to sell products to its customers.

<PAGE>13



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

In  February  1998,  as  part  of  the  determination  made  by the  Company  to
discontinue or sell non-core  programs,  the Company sold certain  operations to
Riverside  Group,  Inc. In exchange  for these  assets,  the Company  received a
three-year  $870,000  unsecured  promissory note and 10% of future net income of
these  operations  (subject to a maximum of $429,000  plus  interest).  In March
2000,  the Company  extended  the terms of its note  receivable  from  Riverside
Group, Inc. Under the revised terms, all previously accrued interest was paid to
the  Company by  Riverside  Group,  Inc.  on March 31,  2000.  Repayment  of the
remaining  principal balance was deferred for one year, with quarterly principal
payments  commencing  on April 1, 2001 and ending June 30, 2002. On December 28,
2001 the Company amended the terms of its note receivable with Riverside  Group,
Inc. in an agreement that extended the payment of principal and interest, due in
full, on December 28, 2002.  As of September  28, 2002 the  remaining  principal
balance was  approximately  $402,000,  with  accrued  interest of  approximately
$33,000.

For the nine months ended  September  28, 2002,  the Company paid  approximately
$846,000 in reimbursements to affiliates of the Company's  Chairman of the Board
and President  primarily for use of a corporate aircraft as well as office space
and office support services.


10.  STORE CLOSINGS
     --------------

Pursuant   to   certain   initiatives   to   improve   performance   and  reduce
under-performing  assets,  the  Company  has  closed,  consolidated  or sold ten
locations  this year.  The Company sold four  locations in January  (Pearl,  MS,
Baton  Rouge,  LA,  Pascagoula,  MS, and Ocean  Springs,  MS),  one  location in
February  (Wilkes-Barre,  PA),  and two  locations in April  (Harlingen,  TX and
McAllen,  TX).  In  addition,  the  Company  has closed and  consolidated  three
operations,  one in March  (Kokomo,  IN) and two in July (Grand  Rapids,  MI and
Indianapolis   Component,   IN).  These  closings  resulted  in  termination  of
approximately  268  employees  that  worked  at  these  locations.  Another  27
employees were transferred to surrounding  locations.  The costs associated with
the closing of these operations are as follows:

                                                       Third            Year-to-
                                                      Quarter             Date
                                                      -------            -------

     Employee separation costs                      $     411       $    1,425
     Inventory liquidation costs                          312            1,350
     Property carrying costs                              213            1,148
     Other                                               (158)            (191)

                                                  -------------   ------------
      Total store closing                          $      778      $     3,732
                                                  =============   ============


<PAGE>14


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


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. Revenues
for these  locations  were  approximately  $57.8  million  for the period  ended
September 29, 2001. The Company has accrued in current liabilities approximately
$32,000 for estimated unpaid costs associated with these closings.


11.  SUBSEQUENT EVENTS
     -----------------

On October 30, 2002, the Company announced the signing of a definitive agreement
for the sale of substantially  all of the assets of the Company's  operations in
Wisconsin and Northern Michigan to Lanoga Corporation.  The final purchase price
will be determined at closing,  which is tentatively  scheduled for December 16,
2002. The expected  proceeds  approximates a minimum of $55 million for property
plus  additional  proceeds  to be  determined  based  on the  final  amounts  of
inventory  and accounts  receivable.  The Company  expects to record a gain from
this  transaction.  The funds provided by this  transaction  will be used to pay
down  the  Company's  revolving  credit.  Included  in  the  transaction  are 14
distribution  facilities  and  three  component  plants  in  Wisconsin,  and  17
distribution  facilities and one component plant in Michigan.  These  facilities
generated  combined  sales of  approximately  $300 million in fiscal  2001.  The
Company will retain its  operations in the southern half of the  lower-peninsula
of Michigan, including all of its operations in Coldwater, Davison, Grand Blanc,
Grand Rapids, Owosso, Port Huron, Romeo, Mason,  Rochester,  Monroe, Jackson and
Kalamazoo.

The  transaction  will require  approval under the  Hart-Scott-Rodino  Antitrust
Improvements Act of 1976 and is subject to other contingencies common in similar
transactions.

<PAGE>15




                          WICKES INC. AND SUBSIDIARIES


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

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

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

Among the factors that could cause actual  results to differ  materially are the
following:  effects of  seasonality  and  cyclicality;  effects of  competition;
interest rates and the Company's ability to service and comply with the terms of
its debt; lumber prices; the success of the Company's  operational  initiatives;
the outcome of the contingencies discussed in Note 7 and the outcome of the sale
of assets to Lanoga  Corporation  discussed in Note 11 of the Notes to Condensed
Consolidated Financial Statements included elsewhere herein.


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

Wickes Inc. and its consolidated  subsidiaries  ("Wickes" or the "Company") is a
leading  supplier  of  lumber,  building  materials  and  manufactured  building
components  in the United  States.  The Company  sells its products and services
primarily to  residential  and  commercial  building  professionals,  repair and
remodeling contractors and, to a lesser extent, project do-it-yourself consumers
involved in major home improvement  projects. At September 28, 2002, the Company
operated 90 sales and  distribution  facilities  and 22 component  manufacturing
facilities in 22 states in the Midwest, Northeast, and South.

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




<PAGE>16




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 22  component  manufacturing  facilities  that  produce
value-added, wood framed wall panels, roof and floor truss systems, and pre-hung
interior and exterior doors.


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

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

                                       Three Months Ended              Nine Months Ended
                                       ------------------              -----------------
                                        September    September           September      September
                                           28,          29,                 28,             29,
                                          2002         2001                2002            2001
                                         ------       -------             --------        --------

Net sales                                100.0%          100.0%            100.0%          100.0%

Gross profit                              21.8%           20.7%             21.4%           21.5%
Selling, general and
  administrative expense                  18.6%           18.1%             18.9%           19.7%
Depreciation, goodwill and
  trademark amortization                   0.5%            0.5%              0.6%            0.6%
Provision for doubtful accounts            0.2%            0.1%              0.2%            0.1%
Store closing costs                        0.3%            -                 0.4%            -
Other operating income                    (0.3)%          (0.2)%            (0.4)%
                                                                                            (0.2)%
Income from operations                     2.5%            2.3%              1.9%            1.3%

</TABLE>


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

<PAGE>17



The Company's  results of operations are  historically  affected by, among other
factors, weather conditions,  interest rates, lumber prices, and housing starts.
In general, this year's weather conditions in the Company's markets have not had
any  significant  impact  to  sales.  The  Company's  average  rate of  interest
decreased  to 7.52%  during  the third  quarter  compared  to 8.55% for the same
period last year. The year-to-date  weighted-average  interest rate decreased to
8.04%  compared to 8.58% for the same period  last year.  The third  quarter and
year-to-date  results were negatively affected by lower commodity lumber prices,
down  9.1% and  3.2%,  respectively,  from  last  year.  Housing  starts  in the
Company's  primary market,  the Midwest,  were up 5.5% year-to-date and 15.0% in
the third quarter compared to the same periods last year. During the nine months
of  2002,   the  Company   experienced   reductions  in  selling,   general  and
administrative  ("SG&A")  expense  and  gains on the sale of  assets as a direct
result  of a plan to  reduce  certain  overhead  programs  and  under-performing
assets.

Net income for the third  quarters  ended  September  28, 2002 and September 29,
2001 was $1.1  million  and  $0.7  million,  respectively.  Net  losses  for the
nine-months  ended  September  28, 2002 and September 29, 2001 were $0.4 million
and $4.8 million, respectively.


                 Three Months Ended September 28, 2002 Compared
                 ----------------------------------------------
                 with the Three Months Ended September 29, 2001
                 ----------------------------------------------


Net Sales
---------

Net sales for the third  quarter  of 2002  decreased  19.6%,  to $237.3  million
compared to $295.3 million for the third quarter of 2001. Since the beginning of
the year, the Company has closed, consolidated or sold a total of ten locations.
Same store sales decreased  12.5% from the comparable  quarter last year. To the
Company's primary building  professional  customers:  same store sales decreased
6.7% to the new home builder,  decreased 23.9% to the commercial developer,  and
decreased  15.1% to the repair and remodeler.  The new home builder  represented
65.0% of total sales  compared  to 62.6% in the same  quarter  last year.  Total
sales to building  professionals  represented  90.2% of total sales  compared to
89.8% in the same quarter  last year.  As of  September  28,  2002,  the Company
operated 90 sales and distribution facilities,  compared to 99 at the end of the
third quarter of 2001.


<PAGE>18




The Company  believes that sales  decreases for the three months ended September
28, 2002  primarily  resulted  from the decline in the number of  locations  and
lumber deflation.  The Company estimates that the effect of lumber deflation for
the third quarter of 2002 decreased  total sales by  approximately  $7.5 million
compared with the same period last year. Lumber and building materials accounted
for 85.4% of total  sales in the third  quarter of 2002  compared  with 85.9% in
2001. In the Company's primary market, the Midwest, housing starts were up 15.0%
in the third quarter of 2002 compared with 2001.

Products  that  exhibited  the greatest  change in sales dollars for the quarter
ended  September 28, 2002 versus the comparable  prior year period were:  lumber
and plywood (down 29.2%),  trusses and  engineered  wood products  (down 15.9%),
treated wood (down 19.0%),  roofing and roofing  material (down 17.6%) and doors
and windows (down 9.5%).


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

Gross profit  decreased to $51.7 million in the third quarter of 2002 from $61.3
million  in the third  quarter  of 2001,  a 15.6%  decrease.  Gross  profit as a
percentage  of sales  increased in the third quarter of 2002 to 21.8% from 20.7%
in the third  quarter of 2001.  The increase in gross profit as a percentage  of
sales primarily is attributed to increased  margins related to direct ship sales
and  internally   manufactured   components  sales,   which  combined  represent
approximately  26% of the Company's gross profit dollars.  The Company  believes
that the decrease in gross profit dollars resulted  primarily from the reduction
in the number of facilities, and lower margins on lumber products (down 20 basis
points).   Using  "Random  Length  Price  Indices"  and  other  commodity  price
measurements,  the Company  estimates that deflation in commodity  lumber prices
decreased  gross  profit  for the third  quarter of 2002 by  approximately  $1.4
million when compared with commodity lumber price levels  experienced during the
third quarter of 2001.


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

SG&A  expense  increased  to 18.6% of net  sales in the  third  quarter  of 2002
compared  with 18.1% of net sales in the third  quarter of 2001.  This  increase
primarily is due to salary and wage expense  increasing to 13.0% of net sales in
the third  quarter of 2002 from 12.7% of net sales in the third quarter of 2001.
SG&A dollars  decreased to $44.2 million in the third quarter of 2002 from $53.3
million in the third  quarter  of 2001,  a  decrease  of $9.1  million or 17.1%.
Reductions in SG&A expenses are due to decreases in salaries and benefits  (down
20%),  decreases  in  marketing  expenses  (down 58%),  and  decreased


<PAGE>19



delivery  expenses  (down  17%).  These  reductions  are  the  result  of both a
reduction in the number of facilities as well as the  Company's  initiatives  to
reduce SG&A costs. On a same store basis, SG&A decreased by 5.9%.


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

Depreciation,  goodwill and trademark amortization decreased to $1.3 million for
the third  quarter of 2002 compared to $1.6 million for the same period in 2001.
The decrease  primarily is due to the  implementation of SFAS 142, which reduced
amortization  expense by $0.2  million  (see Note 2 to the  Condensed  Financial
Statements).


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

The  provision  for doubtful  accounts was $0.5 million in the third  quarter of
2002, compared with $0.2 million in the third quarter of 2001.


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

In July of 2002, the Company closed and  consolidated  into nearby locations one
distribution center 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 or
selling facilities. These store closing costs for the third quarter of 2002 were
$0.6 million.  In addition to the costs above, the Company also incurred charges
related to the write down of inventory and  receivables  to their net realizable
value.  These  charges  have been  recorded in cost of sales and  provision  for
doubtful accounts. The Company has accrued in current liabilities  approximately
$32,000 for estimated unpaid costs associated with these closings.

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

Other operating  income for the third quarter of 2002 was $0.8 million  compared
with $0.7 million for the third quarter 2001.  Other operating  income primarily
includes the sale or disposal of property, plant and equipment,  service charges
assessed customers on past due accounts receivable,  and casualty gains/losses.
No  properties  were sold in the third  quarter of 2002,  and only one parcel of
land was sold for an immaterial gain in 2001.

<PAGE>20


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

In the third quarter of 2002,  interest  expense  decreased to $3.9 million from
$5.4 million  during the third quarter of 2001. The Company's  weighted  average
rate of interest decreased to 7.52% during the third quarter of 2002 compared to
8.55% for the same period last year.

The Company's 2002 third quarter  average debt levels  decreased  significantly,
down $51.7  million or 21.5% over the  comparable  period in 2001.  The  Company
continues  to  maximize  its use of LIBOR  contracts  to  minimize  its  overall
interest  expense.  In the third  quarter  of 2002,  approximately  90.0% of the
Company's  average borrowing on its revolving credit facility was LIBOR-based as
compared with 92.2% during the third quarter of 2001.


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

The Company recorded income tax expense of $0.8 million for the third quarter of
2002  compared  with  expense of $0.8 million in the third  quarter of 2001.  An
effective  federal  and state  income  tax rate of 39.1%  was used to  calculate
income taxes for the third quarter of 2002,  compared with an effective  rate of
38.7% for the third quarter of 2001.  The  calculated  tax rate in the financial
statements  of 40.6% for the third  quarter  of 2002  compared  to 53.6% for the
third quarter of 2001,  differs from the effective  federal and state income tax
rate primarily due to state  franchise  taxes and  non-deductible  items.  State
franchise taxes were $0.2 million and $0.3 million for the third quarter of 2002
and 2001, respectively.

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

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.

<PAGE>21

                  Nine Months Ended September 29, 2002 Compared
                  ---------------------------------------------
                  with the Nine Months Ended September 29, 2001
                  ---------------------------------------------

Net Sales
---------

Net sales for the nine months of 2002  decreased  12.8% to $657.7  million  from
$754.2 million for the nine months of 2001. Since the beginning of the year, the
Company has closed,  consolidated  or sold a total of ten locations.  Same store
sales  decreased  6.2% from the  comparable  period last year.  To the Company's
primary building professional customers:  same store sales decreased 0.1% to the
new home builder,  decreased  17.5% to the commercial  developer,  and decreased
8.3% to the repair and  remodeler.  The new home  builder  represented  65.5% of
total  sales  compared  to 62.9%  last  year.  Total  sales  to  these  building
professionals  represented  91.3% of total sales compared to 90.9% last year. As
of  September  28,  2002,  the  Company   operated  90  sales  and  distribution
facilities, compared to 99 at September 29, 2001.

The Company  believes that sales  decreases for the nine months ended  September
28, 2002  primarily  resulted  from the decline in the number of  locations  and
lumber deflation.  The Company estimates that the net effect of lumber deflation
for the nine months of 2002 decreased total sales by approximately $14.8 million
compared with the same period last year. Lumber and building materials accounted
for 84.5% of total sales this year compared with 85.4% last year.

Products that exhibited the greatest change in sales dollars for the nine months
of 2002 versus the comparable  period in the prior year were: lumber and plywood
(down 22.1%),  truss and  engineered  wood products  (down 10.4%),  treated wood
products (down 15.4%), specialty wood products (down 16.0%), roofing and roofing
materials (down 13.2%), and insulation (down 12.2%).


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

Gross profit for the nine months of 2002 decreased to $140.7 million from $161.8
million  for the nine  months  of 2001,  a 13.0%  decrease.  Gross  profit  as a
percentage of sales decreased slightly to 21.4% for the nine months of 2002 from
21.5% in 2001.  The Company  believes that the decrease in gross profit  dollars
resulted  primarily  from the reduction in the number of  facilities,  and lower
margins on lumber  products (down 35 basis points).  The Company  estimates that
deflation in commodity  lumber prices decreased gross profit for the nine months
of 2002 by approximately $14.8 million when compared with lumber commodity price
levels experienced during the nine months of 2001. In addition,  a change in the
nature of the Company's  co-operative  marketing  programs with its vendors from
primarily purchase based programs to primarily  co-operative  marketing and cost
recovery  programs  also  resulted in lowering  both gross  profit and  selling,
general and administrative expense.


<PAGE>22


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

SG&A expense decreased to 18.9% of net sales in the nine months of 2002 compared
with 19.7% of net sales in the nine months of 2001.  SG&A  dollars  decreased to
$124.1 million in the nine months of 2002 from $148.2 million in the nine months
of 2001, a decrease of $24.1  million or 16.2%.  Reductions  in SG&A expense are
due to decreases in salaries (down 15.8%), decreases in marketing expenses (down
48.4%) and decreased  delivery  expenses (down 16.4%).  These  decreases are the
result of both a reduction in the number of  facilities as well as the Company's
initiatives to reduce SG&A costs. On a same store basis, SG&A decreased by 4.3%.


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

Year to date 2002,  depreciation,  goodwill and trademark  amortization  is $4.0
million compared to $4.7 million for 2001. The decrease  primarily is due to the
implementation of SFAS 142, which reduced  amortization  expense by $0.7 million
(see Note 2 to the Condensed Financial Statements).


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

The provision for doubtful accounts was approximately  $1.1 million,  or 0.2% of
net sales for the nine months of 2002 compared with $0.8 million, or 0.1% of net
sales for the nine months of 2001.


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

During the nine months of 2002, the Company closed, consolidated,  or sold eight
distributions  centers and two component plants.  Store closing costs associated
with  these   activities   typically   include   employee   termination   costs,
non-cancelable  lease  obligations  and other  exit costs  incurred  as a direct
result of closing  facilities.  These store closing costs for the nine months of
2002 were $2.4  million.  In  addition  to the costs  above,  the  Company  also
incurred charges related to the write down of inventory and receivables to their
net  realizable  value.  These  charges have been  recorded in cost of sales and
provision for doubtful accounts.  The Company has accrued in current liabilities
approximately $32,000 for estimated future costs associated with these closings.


<PAGE>23



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

Other  operating  income for the nine months of 2002 was $3.3  million  compared
with $1.8 million for the nine months of 2001.  Other operating income primarily
includes the sale or disposal of property, plant and equipment,  service charges
assessed customers on past due accounts receivable,  and casualty gains/losses.
The  increase  in  operating  income  primarily  is  due to the  sale  of  seven
facilities during the nine months of 2002 for a net gain of $1.3 million,  while
one  center and one parcel of land was sold for an  immaterial  gain  during the
same period in 2001.


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

In the nine months of 2002,  interest  expense  decreased to $12.4  million from
$16.8  million  during  the nine  months of 2001.  Interest  expense in the nine
months of 2001  included a charge of  approximately  $232,000 for the decline in
the  fair  value  of an  interest  rate  swap  that did not  qualify  for  hedge
accounting under SFAS 133. The Company  benefited from a favorable change in the
swap value and recorded a $116,000 credit to interest expense in the nine months
of 2002. The interest rate swap agreement expired in February 2002.

The Company's  year-to-date  weighted-average  interest rate  decreased to 8.04%
compared to 8.58% last year. Average debt levels decreased  significantly,  down
$37.5 million or 16.4% over the comparable period in 2001. The Company continues
to maximize its use of LIBOR contracts to minimize its overall interest expense.
In the  nine  months  of 2002,  approximately  90.4%  of the  Company's  average
borrowing on its  revolving  credit  facility was  LIBOR-based  as compared with
94.2% during the nine months of 2001.


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

The Company  recorded an income tax expense of $0.3  million for the nine months
of 2002 compared with a benefit of $2.0 million for the same period in the prior
year.  An  effective  federal  and  state  income  tax rate of 39.1% was used to
calculate income taxes for the first nine months of 2002,  compared to 38.7% for
the same  period in the prior year.  The  calculated  tax rate in the  financial
statements  of 336.1% for the nine months of 2002 compared to 30.0% for the same
period in the prior year differs due to state franchise taxes and non-deductible
items.  State  franchise  taxes were $0.6  million and $0.8 million for the nine
months of 2002 and 2001, respectively.

The Company  continues to review future  earnings  projections to determine that
there is sufficient support for its deferred tax assets and valuation allowance.

<PAGE>24


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, 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 April 2002,  the FASB issued SFAS 145,  "Rescission  of SFAS No's, 4, 44, and
64,  Amendment  of SFAS 13, and  Technical  Corrections."  SFAS 145 modifies the
treatment of  sale-leaseback  transactions and  extinguishment  of debt allowing
gains and losses to be treated as  comprehensive  income in most  circumstances.
SFAS 145 is effective  for the fiscal year  beginning  December  29,  2002.  The
Company  does not  believe the initial  adoption  of this  standard  will have a
material impact on the Company's financial statements.

In July 2002, the FASB issued SFAS 146,  "Accounting  for Costs  Associated with
Exit or Disposal  Activities."  SFAS 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 146 is effective for any exit plans
commencing  after  December  29,  2002.  The Company  does not believe  that the
initial  adoption of this standard will have a material  impact on the Company's
financial statements.


<PAGE>25



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


The Company's  principal  sources of working  capital and liquidity are earnings
and borrowings under its credit facility. The Company's assessment of its future
funds availability constitutes  Forward-Looking Information made pursuant to the
Private  Securities  Litigation Reform Act of 1995 and is inherently  subject to
uncertainty  resulting  from,  among other things,  the factors  discussed under
"Results of Operations - Provision for Income  Taxes".  The Company  anticipates
that funds  provided by operations  and under this facility will be adequate for
the Company's future needs. The Company's  primary need for capital resources is
to finance inventory,  accounts  receivable,  improvements to plant property and
equipment and insurance reserves.

During the nine months of 2002,  net cash provided by operating  activities  was
$15.6 million  compared with net cash used in operating  activities of $20.3 for
the nine months of 2001.  The  improvement  made this year was the result of the
Company's  plan to improve  performance  through a reduction in  facilities  and
improvements in managing its inventory and accounts receivable.

The Company's accounts  receivable balance at September 28, 2002 decreased $20.8
million or 19.4% when  compared  to the  balance at  September  29,  2001.  This
decrease  primarily is the result of a reduction  in the number of  distribution
facilities  from 99 to 90, a 12.2%  reduction  in  credit  sales,  and  improved
collection efforts.

The Company's inventory balance at September 28, 2002 decreased $37.7 million or
29.6% when  compared  to the  balance  at  September  29,  2001.  This  decrease
primarily  is related to the  Company's  goal to improve  inventory  management,
increasing  turnover  for the nine  months  of 2002 to 7.0 from 6.2 for the same
period last year.  As mentioned  above,  the number of  distribution  facilities
declined  from 99 to 90 between  September  28,  2002 and  September  29,  2001.
Accounts payable at September 28, 2002 decreased  approximately  $8.7 million or
14.2% from September 29, 2001.


<PAGE>26




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 nine months of 2002, the Company spent approximately $1.3
on capital  expenditures,  compared to $6.3 million for the same period in 2001.
Under the Company's bank revolving credit agreement, capital expenditures during
2002 are currently limited to $7.0 million. In addition to capital expenditures,
this revolving  credit  agreement allows the Company to spend up to $30 million,
subject to certain restrictions,  for acquisitions.  The Company expects to fund
capital expenditures through borrowings and its internally generated cash flow.


On October 30, 2002, the Company announced the signing of a definitive agreement
for the sale of substantially  all of the assets of the Company's  operations in
Wisconsin and Northern Michigan to Lanoga Corporation.  The final purchase price
will be determined at closing,  which is tentatively  scheduled for December 16,
2002. The expected  proceeds  approximates a minimum of $55 million for property
plus  additional  proceeds  to be  determined  based  on the  final  amounts  of
inventory  and accounts  receivable.  The Company  expects to record a gain from
this  transaction.  The funds provided by this  transaction  will be used to pay
down  the  Company's  revolving  credit.  Included  in  the  transaction  are 14
distribution  facilities  and  three  component  plants  in  Wisconsin,  and  17
distribution  facilities and one component plant in Michigan.  These  facilities
generated  combined  sales of  approximately  $300 million in fiscal  2001.  The
Company will retain its  operations in the southern half of the  lower-peninsula
of Michigan, including all of its operations in Coldwater, Davison, Grand Blanc,
Grand Rapids, Owosso, Port Huron, Romeo, Mason,  Rochester,  Monroe, Jackson and
Kalamazoo.

The  transaction  will require  approval under the  Hart-Scott-Rodino  Antitrust
Improvements Act of 1976 and is subject to other contingencies common in similar
transactions.


The Company maintained excess  availability under its revolving credit agreement
throughout 2002. The Company's  receivables and inventory  typically increase in
the  second  and  third  quarters  of the year due to  higher  sales in the peak
building season.  In these same periods,  the Company typically reaches its peak
utilization of its revolving credit agreement because of the increased inventory
and receivables  needed for the peak building season. At September 28, 2002, the
Company had outstanding borrowings under its revolving credit agreement of $86.1
million, the minimum  availability  requirement was $25.0 million and the unused
availability was $28.7 million.

<PAGE>27



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

A  commitment  fee of 0.38% is  payable on the  unused  amount of the  revolving
credit agreement. Interest on amounts outstanding under the amended and restated
credit agreement bear interest at a spread of 0.75% above the base rate of Fleet
National Bank (5.50% at September 28, 2002) or 2.75% above the applicable  LIBOR
rate  (4.57% at  September  28,  2002).  Depending  upon the  Company's  rolling
four-quarter  interest  coverage  ratio and  unused  availability,  as  defined,
amounts outstanding will bear interest at a spread above the base rate from 0.0%
to 0.75% or from 2.00% to 2.75% above the  applicable  LIBOR rate.  At September
28, 2002,  the Company had  designated  $12.1  million and $74.0 million as base
rate and LIBOR borrowings,  respectively.  Amounts  outstanding at September 28,
2002 under the $33.9  million  term loan  portion  bear  interest at a spread of
3.00% above the applicable LIBOR rate. All interest is payable monthly.

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

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

The  Company's  weighted-average  interest rate on all  outstanding  borrowings,
excluding  amortization of debt issue costs, for the nine months ended September
28, 2002 and September 30, 2001 was approximately 8.04% and 8.58%, respectively.

<PAGE>28



                          WICKES INC. AND SUBSIDIARIES


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

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


Item 4. CONTROLS AND PROCEDURES
        -----------------------

The Company has  performed  an  evaluation  under the  supervision  and with the
participation of management,  including the Chief Executive  Officer ("CEO") and
Chief  Financial  Officer  ("CFO"),  of  the  effectiveness  of the  design  and
operation of the disclosure  controls and procedures.  Based on that evaluation,
the CEO and CFO  concluded  that the  disclosure  controls and  procedures  were
effective as of September 28, 2002.  There have been no  significant  changes in
the internal controls or other factors that could significantly  affect internal
controls subsequent to September 28, 2002.


<PAGE>29




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


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

(a)      None
(b)      None
(c)      Under the Company's Director Incentive Plan, directors may make an
         annual irrevocable election to receive up to 100% of the annual
         retainer and committee fees, payable quarterly, in the form of stock.
         On July 17, 2002, the Company issued an aggregate of 5,367 shares of
         common stock in lieu of $9,340 of such fees in reliance upon the
         exemption afforded by Section 4(2) of the Securities Act of 1933,
         as amended.
(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 October 18, 2002 was filed
         under Item 5 disclosing a notice from NASDAQ.

         A Current Report on Form 8-K dated October 30, 2002 was filed
         under Item 5 disclosing the execution of an agreement to sell certain
         of the Company's facilities.

         A Current Report on Form 8-K dated November 4, 2002 was filed
         under Item 5 disclosing a change in the Company's credit rating by
         Standard and Poor's.





<PAGE>30



                                   SIGNATURES
                                   ----------


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


                                        WICKES INC.
                                        -----------




                                       By:      /s/ J. Steven Wilson
                                                --------------------
                                                 J. Steven Wilson

                                                Chairman of the Board, President
                                                and Chief Executive Officer



                                       By:      /s/ James A. Hopwood
                                                 --------------------
                                                 James A. Hopwood

                                                 Senior Vice President and
                                                 Chief Financial Officer


Date:  November 12, 2002
       -----------------




<PAGE>31



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

I, J Steve Wilson, 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: November 12, 2002             Signature: /s/ J. Steven Wilson
      -----------------                        --------------------
                                    Chairman of the Board, President and
                                    Chief Executive Officer

<PAGE>32


                           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:

     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: November 12, 2002             Signature: /s/ James A. Hopwood
      -----------------                        --------------------
                                               Vice President and
                                               Chief Financial Officer


<PAGE>33

                                                                    Exhibit 99.1



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


I, J. Steven Wilson,  Chairman of the Board,  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  September 28,
     2002 as filed with/submitted to the U.S. Securities and Exchange Commission
     (the  "Report"),  fully complies with the  requirements of Section 13(a) of
     the Securities Exchange Act of 1934, as amended; and

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


Dated:  November 12, 2002
        -----------------

                                                /s/ J. Steven Wilson
                                                --------------------
                                                 J. Steven Wilson,

                                               Chairman of the Board, President
                                               and Chief Executive Officer.




<PAGE>34


                                                                   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  September 28,
     2002 as filed with/submitted to the U.S. Securities and Exchange Commission
     (the  "Report"),  fully complies with the  requirements of Section 13(a) of
     the Securities Exchange Act of 1934, as amended; and

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

Dated:  November 12, 2002
        -----------------

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

                                                     Senior Vice President and
                                                     Chief Financial Officer