SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549

                                  FORM 10-Q / A
                                 AMENDMENT NO.1
                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                                                 Commission File
For the Quarterly Period Ended       March 29, 2003              Number  1-14967
                               -------------------------                --------


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

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

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

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

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

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

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

                                Explanatory Note

     This  amendment  No. 1 to Form 10-Q filed on Form 10-Q/A for the  quarterly
period ended March 29, 2003, is being filed to restate various reclassifications
in the Condensed Consolidated Financial Statements of Part I Item 1 and Notes to
the Condensed  Consolidated  Financial Statements and Part 1 Item 2 Management's
Discussion and Analysis of Financial  Condition and Results of  Operations.  All
information  contained herein is as originally reported,  except as set forth in
Management's Discussion and Analysis;  Going Concern,  Recent Developments,  and
Notes 2 and 11 to the Condensed Consolidated Financial Statements.


<PAGE>2

<TABLE>



                          WICKES INC. AND SUBSIDIARIES

                                      INDEX

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

PART I.              FINANCIAL INFORMATION

    Item 1.          Financial Statements

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

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



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


             Notes to Condensed Consolidated Financial Statements (Unaudited)                      6


    Item 2.          Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                                          21

    Item 3.          Quantitative and Qualitative Disclosures about
                     Market Risk                                                                  36

    Item 4.          Controls and Procedures                                                      36

PART II.         OTHER INFORMATION

    Item 1.          Legal Proceedings                                                            37

    Item 2.          Changes in Securities and Use of Proceeds                                    37

    Item 6.          Exhibits and Reports on Form 8-K                                             37


</TABLE>


<PAGE>3



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

<TABLE>


                                                                             March 29,     December 28,     March 30,
                                                                               2003           2002            2002
                                                                           -------------  --------------  -------------
                                                                                                          (As restated,
                                                                                                           see note 12)
                               ASSETS
<S>                                                                        <C>            <C>               <C>

Current assets:

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

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

                 LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
    Current maturities of long-term debt                                  $      22,632   $      28,107   $       9,392
    Accounts payable                                                             28,629          23,824          37,553
    Accrued liabilities                                                          10,753          16,256          16,394
    Liabilities of discontinued operations                                            -               -          19,651
                                                                          -------------  --------------   -------------
        Total current liabilities                                                62,014          68,187          82,990
                                                                          -------------  --------------   -------------

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

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

The  accompanying  notes  are an  integral  part of the  condensed  consolidated
financial statements.
</TABLE>


<PAGE>4

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

<TABLE>


                                                                               Three Months Ended
                                                                            March 29,        March 30,
                                                                              2003             2002
                                                                            ---------       ----------
                                                                                           (As restated,
                                                                                            see Note 12)

<S>                                                                          <C>         <C>
Net sales                                                                  $  101,049       $  135,394
Cost of sales                                                                  80,474          107,789
                                                                            ---------        ---------

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

Selling, general and administrative expenses                                   28,352           28,794
Depreciation                                                                      967            1,171
Provision for doubtful accounts                                                   179              448
Store closing costs and other charges                                           1,311              962
Other operating income                                                         (1,166)            (428)
                                                                            ---------         --------
                                                                               29,643           30,947
                                                                            ---------         --------
    Loss from continuing operations before interest and taxes                  (9,068)          (3,342)

Interest expense                                                                3,457            2,890

                                                                            ---------         --------
    Loss from continuing operations before income taxes                       (12,525)          (6,232)

Income tax benefit                                                             (4,800)          (2,323)
                                                                            ---------         --------

    Loss from continuing operations                                            (7,725)          (3,909)

Discontinued operations:
Income, net of taxes of $54 in 2002                                                 -               84
                                                                            ---------         --------

    Income from discontinued operations                                             -               84
                                                                            ---------         --------

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

Loss from continuing operations per common share-basic and diluted         $    (0.93)      $    (0.47)
                                                                            =========         ========

Income from discontinued operations per common share-basic and diluted     $        -       $     0.01
                                                                            =========        =========

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

Weighted average common shares-for basic                                    8,307,984        8,284,914
                                                                            =========        =========

Weighted average common shares-for diluted                                  8,307,984        8,440,615
                                                                            =========        =========
</TABLE>

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





<PAGE>5

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

                                                                                       Three Months Ended

                                                                                     March 29,        March 30,
                                                                                       2003             2002
                                                                                 -------------    -------------
                                                                                                  (As restated,
                                                                                                   see Note 12)
<S>                                                                              <C>               <C>

Cash flows from operating activities:
    Net loss                                                                     $      (7,725)   $      (3,825)
    Adjustments to reconcile net loss to
       net cash (used in) provided by operating activities:
    Income from discontinued operations                                                      -              (84)
    Depreciation                                                                         1,211            1,531
    Gain on early retirement of debt                                                      (879)               -
    Amortization of deferred financing costs                                               718              387
    Provision for doubtful accounts                                                        179              448
    Gain on sale of assets and other items                                                 (26)             (17)
    Deferred income taxes                                                               (4,887)          (1,149)
    Changes in assets and liabilities, net of assets sold and liabilities assumed
       Decrease in accounts receivable                                                   3,428            5,606
       Increase in inventory                                                            (9,639)          (1,469)
       (Decrease) increase in accounts payable and accrued liabilities                    (761)           6,458
       Increase in prepaids and other assets                                              (242)            (691)
                                                                                 -------------    -------------

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                    (18,623)           7,195
                                                                                 -------------    -------------

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

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

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

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

NET CASH USED IN DISCONTINUED OPERATIONS                                                     -             (829)
                                                                                 -------------    -------------

NET (DECREASE) INCREASE IN CASH                                                             (3)             744
Cash at beginning of period                                                                 40              153
                                                                                 -------------    -------------

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

Supplemental schedule of cash flow information:
     Interest paid                                                               $       2,192    $       2,667
     Income taxes paid                                                           $         591    $         122

</TABLE>

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


<PAGE>6




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

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

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

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

     The  condensed   consolidated   financial  statements  should  be  read  in
conjunction  with the  Company's  consolidated  financial  statements  and notes
thereto  included  in the  Company's  Annual  Report on Form  10-K/A  (the "Form
10-K/A") for the fiscal year ended December 28, 2002. The condensed consolidated
financial  statements  reflect  all  adjustments   (consisting  only  of  normal
recurring  adjustments)  which are, in the opinion of management,  necessary for
the fair  presentation  of the  financial  results for the interim  period.  The
results of  operations  for interim  periods are not  necessarily  indicative of
results for the entire year.

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

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

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


<PAGE>7
<TABLE>


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

Loss from continuing operations (as reported)                   $  (7,725)        $  (3,909)
Add: Stock based compensation cost included
  in determination of compensation expense                              -                10
Deduct: Stock based compensation under the
  fair-value method for all awards, net of tax                         21                26
Adjusted loss from continuing operations                        $  (7,746)        $  (3,925)

Income from discontinued operations                                     -                84
Net loss (as reported)                                             (7,725)           (3,825)
Adjusted net loss                                                  (7,746)           (3,841)

Earnings per share:
Basic:
Loss from continuing operations (as reported)                   $   (0.93)        $   (0.47)
Adjusted loss from continuing operations                            (0.93)            (0.47)

Income from discontinued operations                                     -              0.01
Net loss (as reported)                                              (0.93)            (0.46)
Adjusted net loss                                                   (0.93)            (0.46)

Diluted:
Loss from continuing operations (as reported)                       (0.93)            (0.47)
Adjusted loss from continuing operations                            (0.93)            (0.47)

Income from discontinued operations                                     -              0.01
Net loss  (as reported)                                             (0.93)            (0.46)
Adjusted net loss                                                   (0.93)            (0.46)

</TABLE>

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

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

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

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

<PAGE>8


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

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


2. GOING CONCERN
   -------------

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

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


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

     On December  16, 2002 the Company sold  substantially  all of the assets of
its operations in Wisconsin and Northern  Michigan to Lanoga  Corporation's  UBC
Division  (the  "Lanoga  Sale")  for a  sale  price  of  $104.7  million.  These
operations  were  considered   discontinued   operations   under  SFAS  No.  144
"Accounting for the Impairment or Disposal of Long-lived  Assets".  The standard
requires  seperate  presentation of the results of discontinued  operations.  As
such,  the  results of the three  month  period  ended  March 30, 2002 have been
reclassified to conform with this presentation.

<PAGE>9

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

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

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

        Sales                                              $  50,431
        Income before income taxes                               138
        Tax provision                                             54
        Income from discontinued operations                       84

     The Company  allocated  interest  expense of its revolving credit agreement
and Senior Secured Notes to discontinued  operations  based on the cash proceeds
required to be used to repay those  obligations.  Interest expense  allocated to
discontinued  operations  was $1.5  million for the three months ended March 30,
2002.

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

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

        Cash                                               $      70

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

        Accounts payable                                      15,355
        Accrued liabilities                                    4,296
                                                            --------
          Total current liabilities                           19,651
        Other long-term liabilities                              672
                                                            --------
          Total liabilities                                   20,323
                                                            --------

          Net assets                                        $ 47,949
                                                            ========
</TABLE>
<PAGE>10


4. IMPLEMENTATION OF NEW ACCOUNTING STANDARDS
   ------------------------------------------

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

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

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

<PAGE>11

<TABLE>

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

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

                                                    Mar 29,           Dec 28,          Mar 30,
                                                      2003             2002              2002
                                                    ------            ------           ------
<S>                                                <C>               <C>               <C>

        Revolving credit facility:
           Revolving notes                       $  24,016         $  20,346        $  90,089
           Term notes                               25,000            11,168           40,404
        Senior subordinated notes                   21,123            63,956           63,956
        Senior secured notes                        36,974                 -                -
        Less current maturities                    (22,632)          (28,107)          (9,392)
                                                    ------            ------           ------
        Total long-term debt                     $  84,481         $  67,363        $ 185,057
                                                    ------            ------           ------

</TABLE>


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

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

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

     In March 2003, the Company redeemed $5.9 million of the outstanding  Senior
Secured  Notes at a 15%  discount for a pretax gain of $0.9  million,  which was
recorded in other operating income on the Company's Statement of Operations. The
Company continues to carry Senior  Subordinated  Notes due 2003 of approximately
$21.1 million.

<PAGE>12


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

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

     As of March 29, 2003, there was $49.0 million outstanding under the Merrill
Credit  Agreement of which $24.0 million was revolving  credit and $25.0 million
was term notes. The spread on prime rate borrowings under the Merrill  agreement
ranges  from 1.25% to 2.00% over  prime for  revolving  loans and 2.00% to 2.75%
over prime under the term notes.  The spread for LIBOR  based  borrowing  ranges
from 2.50% to 3.25% over LIBOR for revolving loans and 3.25% to 4.00% over LIBOR
for term notes.  The spread over the prime or LIBOR  rates is  determined  based
upon the Company's  Fixed Charge  Coverage  Ratio,  as defined under the Merrill
Credit Agreement.  The Company's base rate on revolver loans, 6.00% at March 29,
2003 and 5.00% at December 28, 2002,  included an interest  spread over prime of
1.75% and 0.75%,  respectively.  The Company's  LIBOR borrowing rate on revolver
loans,  3.81% at March 29,  2003 and 4.13% at  December  28,  2002,  included an
interest  spread  over LIBOR of 2.50% and  2.75%,  respectively.  The  Company's
weighted  average  interest  rates on revolver  loans were 7.59% and 7.22% as of
March 29, 2003 and March 30, 2002, respectively.

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

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

<PAGE>13



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

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



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

     The income tax  benefit  from  continuing  operations  for the  three-month
period ended March 29, 2003 was $4.8  million  compared to $2.3 million the same
period in the prior  year.  The  Company's  effective  tax rate from  continuing
operations was 38.3% for the three-month  period ended March 29, 2003,  compared
to 37.3% for the same period in the prior year. The Company's provision includes
franchise  taxes and  non-deductible  items.  State  franchise  taxes  were $0.1
million for the three-month periods ended March 29, 2003 and March 30, 2002. The
Company has net operating loss carryforwards from December 28, 2002 available to
offset future  taxable  income of  approximately  $22.4 million  expiring in the
years 2011 through  2021. A change in control of the Company,  for tax purposes,
may limit the Company's ability to utilize these carryforwards.


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

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

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

<PAGE>14

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

     The Company is one of many defendants in approximately 757 actions, each of
which seeks  unspecified  damages,  primarily in Michigan  state courts  against
manufacturers and building  material  retailers by individuals who claim to have
suffered injuries from products containing asbestos. The Company is aggressively
defending  these  actions and does not believe  that these  actions  will have a
material adverse effect on the Company.  Since 1993, the Company has settled 360
similar actions for insignificant amounts, and another 356 of these actions have
been dismissed. None of these suits have made it to trial.

     Losses  in  excess  of the  $220,000  reserved  as of  March  29,  2003 are
possible, but an estimate of these amounts cannot be made.

     The  Company  is  involved  in various  other  legal  proceedings  that are
incidental to the conduct of its business.  Certain of these proceedings involve
potential damages for which the Company's insurance coverage may be unavailable.
While the Company  does not believe  that any of these  proceedings  will have a
material adverse effect on the Company's financial  position,  annual results of
operations or liquidity, there can be no such assurance of this result.


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

     The Company calculates  earnings per share in accordance with SFAS No. 128.
In periods where net losses are incurred,  dilutive common stock equivalents are
not used in the  calculation of diluted EPS as they would have an  anti-dilutive
effect on EPS. In March 30, 2002,  common stock  equivalents  of 156,000  shares
were included in calculating diluted weighted average shares outstanding. Common
stock  equivalents  of 268,000 and 156,000 were excluded from earnings per share
at March 29, 2003 and March 30, 2002, respectively,  as they were anti-dilutive.
In addition,  options to purchase 355,000 and 413,000 weighted average shares of
common stock at March 29, 2003 and March 30, 2002, respectively, had an exercise
price greater than the average market price.

<PAGE>15


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

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

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

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


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

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

<PAGE>16

<TABLE>


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

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

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

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


     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.


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

Chairman and Chief Executive Officer Resignation
------------------------------------------------

     On April 4, 2003 Imagine  Investments,  Inc.  acquired  2,797,743 shares of
common stock from  Riverside  Group Inc. and an option to purchase an additional
53,700 shares. As of such date,  Imagine and its affiliates  beneficially  owned
approximately 51% of the Company's  outstanding common stock. In connection with
this transaction,  J. Steven Wilson resigned as the Chairman and Chief Executive
Officer of the Company effective  immediately and entered into an agreement with
the Company,  which provides for the payment of $1.0 million in severance to Mr.
Wilson.

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

Stock Listing
-------------

     Effective  September 23, 2003,  the  Company's  stock was delisted from the
NASDAQ SmallCap Market System and is currently listed on the NASDAQ OTC Bulletin
Board.


<PAGE>17


Taxes
-----

     Due to the  determination  in the second  quarter  of 2003,  that there was
substantial  doubt  related  to the  Company's  ability to  continue  as a going
concern,  the Company  recorded a $29.6 million  charge to establish a valuation
allowance  for its net deferred tax assets in the second  quarter ended June 28,
2003.

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

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

Credit Facility Amendments
--------------------------

     Subsequent  to  the  issuance  of  the  condensed   consolidated  financial
statements as of March 29, 2003, the Company has undergone several amendments to
its  Merrill  Credit  Agreement  dated  February  26,  2003.  A summary of those
amendments is outlined below.

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

     On May 31, 2003 the  Merrill  Credit  Agreement  was again  amended  (Third
Amendment)  whereby  the  lenders  agreed to (i) to reduce  the  revolving  loan
commitment  by $15.0 million and (ii) extend the due date to August 31, 2003 for
the  delivery of Deposit  Account  Control  Agreements  with  respect to certain
deposit  accounts  maintained by the Company.  The Company  received a refund of
$112,500 of the original closing fees pursuant to this amendment.

     At the end of the second  quarter,  the  Company  did not meet its  minimum
EBITDA  requirement.  Subsequently,  on August 15, 2003,  the lenders  agreed to
waive the default of its minimum EBITDA requirement and amend the EBITDA targets
as outlined within the Merrill Credit Agreement (Fourth Amendment). In addition,
it amended the  original  credit  agreement  to include a $1.5 million term loan
prepayment by September 20, 2003,  less any prepayment  from the proceeds of the
sale of certain real estate.  Also, it amended the original credit  agreement to
state that without prior written consent of required  lenders,  in no event will
the proceeds of the revolving  loans be used to consummate (i) any redemption or
purchase of Senior Subordinated Notes due 2003 or (ii) any voluntary  redemption
or purchase of Senior Secured Notes due 2005. In connection with such waiver and
amendments, the Company paid to the lenders a fee of $100,000.

<PAGE>18


     As a result of  amendments  during the third  quarter of fiscal  2003,  the
spread  range on prime  rate  borrowings  under  the new  agreement  temporarily
increased to 1.5% to 2.25% over prime for revolving loans and 2.25% to 3.0% over
prime  under the term notes.  These rate  ranges are up by 25 basis  points from
rates negotiated in the original  agreement on February 26, 2003. The spread for
LIBOR based  borrowing  increased by the same 25 basis points,  now ranging from
2.75% to 3.5% over  LIBOR for  revolving  loans and 3.5% to 4.25% over LIBOR for
term  notes.  These  increases  were the  result  of the  default  caused by the
Company's failure to meet required minimum EBITDA levels described above.

     On  August  27,  2003 the  Merrill  Credit  Agreement  was  amended  (Fifth
Amendment)  whereby  the  lenders  agreed to (i) remove the  Availability  Block
Adjustment Date and Availability Block Table,  resulting in a fixed availability
block,  (ii)  extend the due date to  September  30,  2003 for the  delivery  of
Deposit  Account Control  Agreements  with respect to certain  deposit  accounts
maintained by the Company.


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

<PAGE>19


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

     On November 4, 2003 the Company  commenced an offer to exchange  either (i)
cash and 10% Convertible  Notes due 2007 or (ii) 10% Convertible  Notes due 2007
for all $21,123,000 principal amount of outstanding 11 5/8 % Senior Subordinated
Notes due 2003. The Company refers to its existing 11 5/8 % Senior  Subordinated
Notes due 2003 as the existing notes, and to its 10% Convertible  Notes due 2007
as the new notes.

     If an insufficient  number of holders of existing notes  participate in the
exchange  offer,  it is  likely  that  the  Company  will be  unable  to pay the
principal and interest on the existing notes at their maturity.  Further,  it is
possible  that even if all the  conditions  to the  exchange  are  satisfied  or
waived,  the Company may not obtain consent from its lenders to repay any excess
amounts outstanding,  or the Company may not have sufficient  availability under
its Credit  Agreement to pay  remaining  amounts due, if any. In that event,  an
event of default  will have  occurred  on its  obligations  under the  indenture
governing the existing  notes,  as well as under all of its other  indebtedness,
including its senior credit facility,  its Senior Secured Notes due 2005 and, if
the exchange  offer is completed,  the new notes.  Therefore,  the principal and
accrued  interest on the existing  notes and other  indebtedness,  including the
senior credit facility, Senior Secured Notes due 2005 and, if the exchange offer
is completed,  the new notes, may be accelerated and become  immediately due and
payable. If, as is currently  anticipated,  the Company is then unable to obtain
immediate  financing  to pay  such  amounts,  the  Company  may  seek  to file a
voluntary petition,  or may have an involuntary petition filed against it by its
creditors in a bankruptcy court under the U.S. Bankruptcy Code.


12. RESTATEMENT
    -----------

     Subsequent  to  the  issuance  of  the  Company's  condensed   consolidated
financial  statements  for  the  quarter  ended  March  29,  2003,  the  Company
determined that certain interest,  employee benefits,  and depreciation expenses
incurred  during the first  quarter of 2002 were not properly  classified.  As a
result, the Company has restated the condensed consolidated financial statements
for the quarter ended March 30, 2002.

     A summary of the effects of the restatement is as follows:

<PAGE>20
<TABLE>



                                                                              Three Months Ended
                                                                              March 30,  March 30,
                                                                                2002       2002
                                                                             ---------  ---------
                                                                                 As
                                                                              Previously    As
                                                                               Reported   Restated
                                                                             ---------  ---------
<S>                                                                          <C>        <C>
Statement of Operations Data
----------------------------
(in thousands, except per share data)
Selling, general and administrative expenses                                    28,251     28,794
Depreciation                                                                     1,148      1,171
    Loss from continuing operations before interest and taxes                   (2,776)    (3,342)
Interest expense                                                                 4,376      2,890
    Loss from continuing operations before income taxes                         (7,152)    (6,232)
Income tax benefit                                                              (2,684)    (2,323)
    Loss from continuing operations                                             (4,468)    (3,909)
Discontinued operations:
    Income from discontinued operations                                            643         84
Net loss                                                                     $  (3,825) $  (3,825)
                                                                             =========  =========


Loss from continuing operations per common share-basic and diluted           $   (0.54) $   (0.47)
                                                                             =========  =========

Income from discontinued operations per common share-basic and diluted       $    0.08  $    0.01
                                                                             =========  =========

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

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

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




                                                                              March 30,  March 30,
                                                                                2002       2002
                                                                             ---------  ---------
                                                                                As
                                                                             Previously    As
                                                                             Reported   Restated
                                                                             ---------  ---------
Balance Sheet Data
------------------
(in thousands)
    Accrued liabilities                                                      $  16,033  $  16,394
    Liabilities of discontinued operations                                      20,012     19,651
                                                                                ------     ------
    Total current liabilities                                                $  82,990  $  82,990
                                                                                ======     ======

</TABLE>
<PAGE>21



WICKES INC. AND SUBSIDIARIES

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

     Subsequent  to  the  issuance  of  the  Company's  condensed   consolidated
financial  statements  for  the  quarter  ended  March  29,  2003,  the  Company
determined that certain interest,  employee  benefits and depreciation  expenses
incurred  during the first  quarter of 2002 were not properly  classified.  As a
result, the Company has restated the condensed consolidated financial statements
for the quarter ended March 30, 2002. (See Note 12 to the condensed consolidated
financial statements).

     A summary of the effects of the restatement is as follows:

<TABLE>


                                                                              Three Months Ended
                                                                              March 30,  March 30,
                                                                                2002       2002
                                                                             ---------  ---------
                                                                                 As
                                                                              Previously    As
                                                                               Reported   Restated
                                                                             ---------  ---------
<S>                                                                           <C>        <C>
Statement of Operations Data
----------------------------
(in thousands, except per share data)
Selling, general and administrative expenses                                    28,251     28,794
Depreciation                                                                     1,148      1,171
    Loss from continuing operations before interest and taxes                   (2,776)    (3,342)
Interest expense                                                                 4,376      2,890
    Loss from continuing operations before income taxes                         (7,152)    (6,232)
Income tax benefit                                                              (2,684)    (2,323)
    Loss from continuing operations                                             (4,468)    (3,909)
Discontinued operations:
    Income from discontinued operations                                            643         84
Net loss                                                                     $  (3,825) $  (3,825)
                                                                             =========  =========


Loss from continuing operations per common share-basic and diluted           $   (0.54) $   (0.47)
                                                                             =========  =========

Income from discontinued operations per common share-basic and diluted       $    0.08  $    0.01
                                                                             =========  =========

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

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

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


                                                                              March 30,  March 30,
                                                                                2002       2002
                                                                             ---------  ---------
                                                                                As
                                                                             Previously    As
                                                                             Reported   Restated
                                                                             ---------  ---------
Balance Sheet Data
------------------
(in thousands)
    Accrued liabilities                                                      $  16,033  $  16,394
    Liabilities of discontinued operations                                      20,012     19,651
                                                                                ------     ------
    Total current liabilities                                                $  82,990  $  82,990
                                                                                ======     ======
</TABLE>
<PAGE>22


     The Management Discussion and Analysis gives effect to this restatement.

     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/A for the
fiscal year ended December 28, 2002.

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

     Among the factors that could cause actual results to differ  materially are
the following:  effects of seasonality and cyclicality;  effects of competition;
interest rates and the Company's ability to service and comply with the terms of
its debt; lumber prices;  the success of the Company's  operational  initiatives
and the outcome of the contingencies discussed in Note 7.

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

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

<PAGE>23

                                  INTRODUCTION

     Wickes Inc. and its consolidated  subsidiaries  ("Wickes" or the "Company")
is a leading supplier of lumber,  building  materials and manufactured  building
components  in the United  States.  The Company  sells its products and services
primarily to  residential  and  commercial  building  professionals,  repair and
remodeling contractors and, to a lesser extent, project do-it-yourself consumers
involved in major home  improvement  projects.  At March 29,  2003,  the Company
operated 52 sales and  distribution  facilities  and 11 component  manufacturing
facilities in 19 states in the Midwest, Northeast, and South.

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

     The Company focuses on the professional  builder and contractor market. The
Company  targets five customer  groups:  the production or volume  builder;  the
custom  builder;  the tradesman;  the repair and  remodeler;  and the commercial
developer.  Its marketing  approach  encompasses three channels of distribution:
Major  Markets,  Conventional  Markets,  and Wickes  Direct.  These channels are
supported  by  the  Company's  network  of  building   component   manufacturing
facilities.  In Major Markets,  the Company serves the national,  regional,  and
large  local  builder in larger  markets  with a total  solutions  approach  and
specialized  services. In Conventional Markets, the Company provides the smaller
building  professional  in  less-populous  markets  with  tailored  products and
services.  Wickes  Direct  provides  materials  flow  and  logistics  management
services to commercial customers. The Company also serves building professionals
through  its  network of 11  component  manufacturing  facilities  that  produce
value-added, wood framed wall panels, roof and floor truss systems, and pre-hung
interior and exterior doors.



                              RESULTS OF OPERATIONS

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

<PAGE>24


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


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

         Net sales                                               100.0%       100.0%
         Gross profit                                             20.4%        20.4%
         Selling, general and
           administrative expense                                 28.1%        21.3%
         Depreciation                                              1.0%         0.8%
         Provision for doubtful accounts                           0.2%         0.3%
         Store closing costs and other charges                     1.3%         0.7%
         Other operating income                                   (1.2)%       (0.3)%
         Loss from continuing operations
             before interest and taxes                            (9.0)%       (2.5)%

</TABLE>


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

     Losses from  continuing  operations  for the first  quarter ended March 29,
2003 and March 30, 2002 was $7.7 million and $3.9 million, respectively.
<PAGE>25



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

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

Net Sales
---------

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

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

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

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

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

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

     SG&A  expense was $28.4  million in the first  quarter of 2003  compared to
$28.8  million in the first  quarter of 2002.  As a  percentage  of sales,  SG&A
increased to 28.1% of net sales in the first quarter of 2003 compared with 21.3%
of net sales in the first quarter of 2002. This increase primarily is due to the
decrease in sales as well as overhead  costs that have yet to be eliminated  due
to the sale and closing of centers in December 2002 and first quarter 2003 and a
move from  co-operative  marketing and cost recovery  programs to purchase based
programs.

<PAGE>26

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

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

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

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

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

     Pursuant  to  certain   initiatives  to  improve   performance  and  reduce
under-performing  assets, the Company  consolidated seven sales and distribution
centers during the first quarter of 2003.  During the first quarter of 2002, the
Company  closed,  consolidated,  or  sold  five  distributions  centers  and one
component plant. Store closing costs associated with these activities  typically
include employee  termination costs,  non-cancelable lease obligations and other
exit costs incurred as a direct result of closing facilities. The following is a
summary of the activity in the reserve  balances  from December 28, 2002 through
March 29, 2003 and December 29, 2001 through March 30, 2002 (in thousands):

<TABLE>



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

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

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

</TABLE>
<PAGE>27





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

     Other  operating  income  for the first  quarter  of 2003 was $1.2  million
compared with $0.4 million for the first quarter 2002.  Other  operating  income
primarily  includes gains on early retirement of debt, the sales or disposals of
property,  plant and equipment,  service charges assessed  customers on past due
accounts receivables, and casualty gains/losses. The increase in other operating
income  primarily is related to the early retirement of $5.9 million of bonds at
an 85% discount for a pre-tax gain of $0.9 million.  (See note 5 of notes to the
consolidated financial statements.)

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

     In the first quarter of 2003,  interest  expense  increased to $3.5 million
from $2.9 million  during the first  quarter of 2002.  Interest  expense in 2003
includes a charge for the  write-off of a portion of debt issue costs related to
the Fleet Credit Agreement of $0.4 million.  The Company's weighted average rate
of  interest on all debt  increased  to 11.1%  during the first  quarter of 2003
compared to 8.7% for the same period last year. Interest expense was affected by
the increase in the effective interest rate resulting from the bond refinancing.
See  additional  discussion  at Note 5 to the condensed  consolidated  financial
statements  and in  Liquidity  and Capital  Resources  included  in  Managements
Discussion and Analysis.  The Company's  average debt levels  decreased by 47.5%
from first quarter 2002 to first quarter 2003. This decrease in outstanding debt
primarily  is due to the use of  proceeds  from the Lanoga  Sale to pay down the
revolving credit facility.

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

     The Company  recorded  an income tax benefit of $4.8  million for the first
quarter of 2003, compared with a benefit of $2.3 million in the first quarter of
2002. The Company's  effective tax rate was 38.3% for the first quarter of 2003,
compared  to 37.3%  for the  first  quarter  of 2002.  The  Company's  provision
includes  franchise taxes and  non-deductible  items. State franchise taxes were
$0.1 million for the first quarter of 2003 and 2002, respectively.

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

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

<PAGE>28

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

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


                         LIQUIDITY AND CAPITAL RESOURCES

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

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

<PAGE>29

     The Company's principal sources of working capital and liquidity are income
from  operations  and  borrowings  under  its  credit  facility.  The  Company's
assessment  of  its  future  funds  availability   constitutes   Forward-Looking
Information  made pursuant to the Private  Securities  Litigation  Reform Act of
1995 and is  inherently  subject to  uncertainty  resulting  from,  among  other
things,  the factors discussed in Item 2: Management's  Discussion and Analysis.
The  Company's  primary  need for  capital  resources  is to finance  inventory,
accounts  receivable,  improvements  to plant property and equipment,  insurance
reserves and debt service.

     During the first quarter of 2003, net cash used in operating activities was
$18.6 million  compared  with net cash provided by operating  activities of $7.2
million for the first  quarter of 2002.  The  increase in cash used by operating
activities primarily is due to increases in inventory, and decreases in accounts
payable and accrued liabilities from December 28, 2002 to March 29, 2003.

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

     The Company's inventory balance at March 29, 2003 increased $9.6 million or
19.1% when compared to the balance at December 28, 2002.  The Company  typically
experiences  and increase in inventory in the first  quarter to meet the demands
of the second and third quarter  selling  season.  Accounts  payable and accrued
liabilities at March 29, 2003 decreased approximately $0.8 million from December
28, 2002.

     The Company's capital expenditures consist primarily of the construction of
product  storage  facilities,  the  remodeling  and  reformatting  of sales  and
distribution facilities and component manufacturing facilities, and the purchase
of vehicles,  equipment and management information systems for both existing and
new operations.  The Company also may make  expenditures to establish or acquire
operations to expand or complement  its existing  operations,  especially in its
major   markets.   In  the  first  three  months  of  2003,  the  Company  spent
approximately  $1.4 on capital  expenditures,  compared to $0.3  million for the
same period in 2002. Under the Merrill Credit  Agreement,  capital  expenditures
during 2003 are currently  limited to $6.0 million.  The Company expects to fund
capital expenditures through borrowings and its internally generated cash flow.

<PAGE>30


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

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

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

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

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

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

<PAGE>31


     The Company  continues to carry Senior  Subordinated  Notes due in December
2003 of approximately $21.1 million.  (See Note 11 for discussion  regarding the
Company's current offer to exchange the remaining $21.1 million of notes.)

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

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

     As of March 29, 2003, there was $49.0 million outstanding under the Merrill
Credit  Agreement of which $24.0 million was revolving  credit and $25.0 million
was term notes. The spread on prime rate borrowings under the Merrill  agreement
ranges  from 1.25% to 2.00% over  prime for  revolving  loans and 2.00% to 2.75%
over prime under the term notes.  The spread for LIBOR  based  borrowing  ranges
from 2.50% to 3.25% over LIBOR for revolving loans and 3.25% to 4.00% over LIBOR
for term notes.  The spread over the prime or LIBOR  rates is  determined  based
upon the Company's  Fixed Charge  Coverage  Ratio,  as defined under the Merrill
Credit Agreement.  The Company's base rate on revolver loans, 6.00% at March 29,
2003 and 5.50% at March 30,  2002,  included  an  interest  spread over prime of
1.75% and 0.75%,  respectively.  The Company's  LIBOR borrowing rate on revolver
loans, 3.81% at March 29, 2003 and 4.63% at March 30, 2002, included an interest
spread  over  LIBOR of 2.50% and 2.75%,  respectively.  The  Company's  weighted
average  interest  rates on revolver  loans were 7.59% and 7.95% as of March 29,
2003 and December 28, 2002, respectively.

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

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

<PAGE>32


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

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

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

Recent Developments
-------------------

Chairman and Chief Executive Officer Resignation
------------------------------------------------

     On April 4, 2003 Imagine  Investments,  Inc.  acquired  2,797,743 shares of
common stock from  Riverside  Group Inc. and an option to purchase an additional
53,700 shares. As of such date,  Imagine and its affiliates  beneficially  owned
approximately 51% of the Company's  outstanding common stock. In connection with
this transaction,  J. Steven Wilson resigned as the Chairman and Chief Executive
Officer of the Company effective  immediately and entered into an agreement with
the Company,  which provides for the payment of $1.0 million in severance to Mr.
Wilson.

Stock Listing
-------------

     Effective  September 23, 2003,  the  Company's  stock was delisted from the
NASDAQ SmallCap Market System and is currently listed on the NASDAQ OTC Bulletin
Board.

Taxes
-----

     Due to the  determination  in the second  quarter  of 2003,  that there was
substantial  doubt  related  to the  Company's  ability to  continue  as a going
concern,  the Company  recorded a $29.6 million  charge to establish a valuation
allowance  for its net deferred tax assets in the second  quarter ended June 28,
2003.

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

<PAGE>33


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

Credit Facility Amendments
--------------------------

     Subsequent  to  the  issuance  of  the  condensed   consolidated  financial
statements as of March 29, 2003, the Company has undergone several amendments to
its  Merrill  Credit  Agreement  dated  February  26,  2003.  A summary of those
amendments is outlined below.

     On May 31, 2003 the  Merrill  Credit  Agreement  was again  amended  (Third
Amendment)  whereby  the  lenders  agreed to (i) to reduce  the  revolving  loan
commitment  by $15.0 million and (ii) extend the due date to August 31, 2003 for
the  delivery of Deposit  Account  Control  Agreements  with  respect to certain
deposit  accounts  maintained by the Company.  The Company  received a refund of
$112,500 of the original closing fees pursuant to this amendment.

     At the end of the second  quarter,  the  Company  did not meet its  minimum
EBITDA  requirement.  Subsequently,  on August 15, 2003,  the lenders  agreed to
waive the default of its minimum EBITDA requirement and amend the EBITDA targets
as outlined within the Credit  Agreement  (Fourth  Amendment).  In addition,  it
amended  the  original  credit  agreement  to include a $1.5  million  term loan
prepayment by September 20, 2003,  less any prepayment  from the proceeds of the
sale of certain real estate.  Also, it amended the original credit  agreement to
state that without prior written consent of required  lenders,  in no event will
the proceeds of the revolving  loans be used to consummate (i) any redemption or
purchase of Senior Subordinated Notes due 2003 or (ii) any voluntary  redemption
or purchase of Senior Secured Notes due 2005. In connection with such waiver and
amendments, the Company paid to the lenders a fee of $100,000.

     As a result of  amendments  during the third  quarter of fiscal  2003,  the
spread  range on prime  rate  borrowings  under  the new  agreement  temporarily
increased to 1.5% to 2.25% over prime for revolving loans and 2.25% to 3.0% over
prime  under the term notes.  These rate  ranges are up by 25 basis  points from
rates negotiated in the original  agreement on February 26, 2003. The spread for
LIBOR based  borrowing  increased by the same 25 basis points,  now ranging from
2.75% to 3.5% over  LIBOR for  revolving  loans and 3.5% to 4.25% over LIBOR for
term  notes.  These  increases  were the  result  of the  default  caused by the
Company's failure to meet required minimum EBITDA levels described above.

     On  August  27,  2003 the  Merrill  Credit  Agreement  was  amended  (Fifth
Amendment)  whereby  the  lenders  agreed to (i) remove the  Availability  Block
Adjustment Date and Availability Block Table,  resulting in a fixed availability
block,  (ii)  extend the due date to  September  30,  2003 for the  delivery  of
Deposit  Account Control  Agreements  with respect to certain  deposit  accounts
maintained by the Company.

<PAGE>34


     As of September 27, 2003, the Company met the minimum EBITDA levels and the
interest  rate ranges from the original  agreement  entered into on February 26,
2003 have been restored,  effective  September 28, 2003. However, a future event
of default could  increase  each of the Company's  prime and LIBOR margins by 25
basis points

     The Company's base rate on revolving loans, 6.00% at September 27, 2003 and
5.50% at September 28, 2002, included an interest spread over prime of 2.00% and
0.75%,  respectively.  The Company's  LIBOR  borrowing rate on revolving  loans,
4.37% at  September  27,  2003 and 4.57% at  September  28,  2002,  included  an
interest spread over LIBOR of 3.25% and 2.75%, respectively.


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

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

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

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

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


<PAGE>35




                          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/A for the
fiscal year ended December 28, 2002.  There have been no material changes in the
Company's  quantitative or qualitative  exposure to market risk since the end of
fiscal 2002.


Item 4. CONTROLS AND PROCEDURES

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

     As more fully described in Note 12 to the condensed  consolidated financial
statements,  subsequent to the issuance of its financial statements for the year
ended December 28, 2002, the Company determined that certain interest,  employee
benefits,  depreciation  and  manufacturing  expenses  related to a discontinued
operation  incurred  during fiscal years 2002,  2001, and 2000 were not properly
classified.  It  should  be noted  that  these  misclassifications  relate  to a
one-time, non-recurring transaction. The Company recently implemented additional
internal controls and procedures  designed to better monitor unique transactions
on an as needed  basis and the Company is  considering  the  establishment  of a
disclosure  committee to further  improve its  internal  control  processes  and
procedures around financial reporting and public disclosures.


<PAGE>37


                                     PART II
                                OTHER INFORMATION

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

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

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


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

   (a)   Exhibits

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


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


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

   (b)   Reports on Form 8-K

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

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

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

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

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

<PAGE>38


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

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

          A Current  Report on Form 8-K dated April 3, 2003 was filed under Item
          5  disclosing  that the Company  confirmed  receiving  an  unsolicited
          proposal  from  Bradco  Supply  Corporation  to acquire  all shares of
          Wickes common stock not owned by Bradco and its  affiliates  for $1.12
          per share.

          A Current  Report on Form 8-K dated April 7, 2003 was filed under Item
          5  disclosing  the  acquisition  of  Wickes  common  stock by  Imagine
          Investments,  Inc. and the resignation of J. Steven Wilson as Chairman
          and Chief Executive Officer of Wickes. The acquisition resulted in 51%
          ownership of the  Company's  outstanding  common  stock.  In addition,
          Albert Ernest, Jr., a director of Wickes since 1993, resigned from the
          Company's Board of Directors.

          A Current Report on Form 8-K dated April 16, 2003 was filed under Item
          5  disclosing  that the Company  received  notice from Nasdaq that the
          Company has not regained  compliance  in accordance  with  Marketplace
          Rule  4310 (c) (8) (D).  The  notice  stated  that the  Company  meets
          initial  listing  requirements  fro the Nasdaq  SmallCap  Market under
          Marketplace Rule 4310 (c) (2) (A).

          A Current Report on Form 8-K dated April 21, 2003 was filed under Item
          1 disclosing  that Imagine  Investments,  Inc. and its  affiliates  as
          current beneficiary owners of 4,308,443 shares of Wickes common stock,
          or  approximately  51.9%  of the  Company's  outstanding  shares  and,
          therefore,  may be deemed to control Wickes. The item also stated that
          Robert E.  Mulcahy  III, a director  since  1988,  has been  appointed
          Chairman  of  Wickes  Inc.,  and that the  Wickes  Board of  Directors
          established an Executive Management Committee to oversee the Company's
          operations on a day-to-day basis.

<PAGE>39


          A Current Report on Form 8-K dated April 28, 2003 was filed under Item
          5  disclosing  the  election of Jim O'Grady as the new  President  and
          Chief Executive Officer of Wickes Lumber.

          A Current  Report on Form 8-K dated June 13, 2003 was filed under Item
          5  disclosing  that the  Company  was  notified  by Nasdaq that it has
          regained  compliance  with  Marketplace  Rule  42.10  (c)  (4),  which
          requires  a  minimum  bid  price  of $1.00  per  share  and that  this
          compliance matter is closed.

          A Current  Report on Form 8-K dated July 15, 2003 was filed under Item
          5 disclosing the resignation of Frederick H. Schultz from his position
          on the Company's Board of Directors.

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

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

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

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




<PAGE>40



                                   SIGNATURES

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

                                      WICKES INC.




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



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


Date:  November 21, 2003