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       June 28, 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 July 31, 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 June 28, 2003, is being filed to restate various  reclassifications
in the condensed  consolidated  financial statements of Part 1 Items 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  Cocern,  Recent
Developments,  and  Notes  2 and  10 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)
             June 28, 2003, December 28, 2002, and June 29, 2002 (As Restated)                     3


             Condensed Consolidated Statements of Operations (Unaudited) for the
             three and six months ended June 28, 2003 and June 29, 2002 (As
             Restated)                                                                             4


             Condensed Consolidated Statements of Cash Flows (Unaudited) - for
             the six months ended June 28, 2003 and June 29, 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                                          20

    Item 3.          Quantitative and Qualitative Disclosures about
                     Market Risk                                                                  37

    Item 4.          Controls and Procedures                                                      37

PART II.         OTHER INFORMATION

    Item 1.          Legal Proceedings                                                            38

    Item 2.          Changes in Securities and Use of Proceeds                                    38

    Item 6.          Exhibits and Reports on Form 8-K                                             38

</TABLE>

<PAGE>3


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


                                                                           June 28,          December 28,       June 29,
                                                                             2003                2002             2002
                                                                         ------------         -----------     ------------
                                     ASSETS                                                                   (As restated,
                                                                                                               see Note 11)
<S>                                                                     <C>                   <C>             <C>
Current assets:
    Cash                                                                $          30        $         40     $        161
    Accounts receivable, less allowance for doubtful
       accounts of $1,854 in June 2003, $1,919 in December 2002
       and $1,403 in June 2002                                                 55,426              56,094           62,486
    Note receivable from affiliate                                                  -                   -              425
    Inventory, net                                                             52,918              50,170           62,292
    Deferred tax assets                                                             -               5,720            6,038
    Prepaid expenses and other assets                                           7,361               5,619            5,934
    Assets of discontinued operations                                               -                   -           60,897
                                                                         ------------         -----------     ------------
        Total current assets                                                  115,735             117,643          198,233
                                                                         ------------         -----------     ------------

Property, plant and equipment, net                                             35,417              37,971           42,472
Trademark                                                                           -                   -            5,856

Deferred tax assets                                                                 -              13,775           16,344
Rental equipment (net of accumulated depreciation of $1,465 in June
      2003, $1,475 in December 2002 and $1,587 in June 2002)                      774               1,021            1,250
Goodwill                                                                            -                   -           12,229
Other assets (net of accumulated amortization of $6,446 in June
     2003, $5,911 in 2002, and $5,357 in June 2002)                             6,020               3,577            4,783
Assets of discontinued operations                                                   -                   -           11,989
                                                                         ------------         -----------     ------------
        Total assets                                                    $     157,946        $    173,987     $    293,156
                                                                         ============         ===========     ============

                  LIABILITIES & STOCKHOLDERS' (DEFICIT) EQUITY
Current liabilities:
    Current maturities of long-term debt                                $      22,998        $     28,107     $     10,096
    Accounts payable                                                           30,134              23,824           34,062
    Accrued liabilities                                                        12,392              16,256           10,304
    Liabilities of discontinued operations                                          -                   -           25,636
                                                                         ------------         -----------     ------------
        Total current liabilities                                              65,524              68,187           80,098
                                                                         ------------         -----------     ------------

Long-term debt, less current maturities                                        99,539              67,363          184,391
Other long-term liabilities                                                     2,310               2,407            2,587
Liabilities of discontinued operations                                              -                   -              680

Stockholders' (deficit) equity:
    Common stock, $0.01 par (8,307,984 at June 2003 and December 2002,
        and 8,288,845 shares at June 2002 issued and outstanding)                  83                 83               83
    Additional paid-in capital                                                 87,173             87,173           87,155
    Accumulated deficit                                                       (96,683)           (51,226)         (61,838)
                                                                         ------------        -----------      -----------
        Total stockholders' (deficit) equity                                   (9,427)            36,030           25,400
                                                                         ------------        -----------      -----------
        Total liabilties and stockholders' (deficit) equity             $     157,946        $   173,987      $   293,156
                                                                         ============        ===========      ===========
</TABLE>

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


<PAGE>4
                          WICKES INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                 (in thousands except share and per share data)

<TABLE>

                                                                               Three Months Ended          Six Months Ended
                                                                             June 28,      June 29,     June 28,      June 29,
                                                                              2003          2002         2003          2002
                                                                           -----------   -----------  -----------   -----------
                                                                                         (As restated,              (As restated,
                                                                                          see Note 11)               see Note 11)
<S>                                                                       <C>           <C>           <C>            <C>

Net sales                                                                 $    127,605   $   160,546  $   228,654   $   295,940
Cost of sales                                                                  101,962       126,268      182,436       234,057
                                                                           -----------   -----------  -----------   -----------

    Gross profit                                                                25,643        34,278       46,218        61,883
                                                                           -----------   -----------  -----------   -----------

Selling, general and administrative expenses                                    30,005        31,562       58,365        60,356
Depreciation                                                                       969         1,084        1,934         2,255
Provision for doubtful accounts                                                    259           320          438           768
Store closing costs and other charges                                            3,709           785        5,015         1,747
Other operating income                                                            (117)       (1,784)      (1,284)       (2,212)
                                                                           -----------   -----------  -----------   -----------
                                                                                34,825        31,967       64,468        62,914
                                                                           -----------   -----------  -----------   -----------
    (Loss) income from continuing operations before interest and taxes          (9,182)        2,311      (18,250)       (1,031)

Interest expense                                                                 3,673         2,816        7,131         5,706

                                                                           -----------   -----------  -----------   -----------
    Loss from continuing operations before income taxes                        (12,855)         (505)     (25,381)       (6,737)

Income tax expense (benefit)                                                    24,491           (37)      19,691        (2,360)
                                                                           -----------   -----------  -----------   -----------

    Loss from continuing operations                                            (37,346)         (468)     (45,072)       (4,377)

(Loss) income from discontinued operations, net of taxes of $1,816 and
   $1,870 for the three and six months ended June 29, 2002                        (385)        2,808         (385)        2,892
                                                                           -----------   -----------  -----------   -----------

Net (loss) income                                                         $    (37,731)  $     2,340  $   (45,457)  $    (1,485)
                                                                           ===========   ===========  ===========   ===========

Loss from continuing operations per common share-basic and diluted        $      (4.50)  $     (0.06) $     (5.43)  $     (0.53)
                                                                           ===========   ===========  ===========   ===========

(Loss) income from discontinued operations per common share-basic         $      (0.04)  $      0.34  $     (0.04)  $      0.35
                                                                           ===========   ===========  ===========   ===========

(Loss) income from discontinued operations per common share-diluted       $      (0.04)  $      0.33  $     (0.04)  $      0.34
                                                                           ===========    =========== ===========   ===========

Net (loss) income per common share-basic and diluted                      $      (4.54)  $      0.28  $     (5.47) $      (0.18)
                                                                           ===========    =========== ===========   ===========

Weighted average common shares-basic                                         8,307,984     8,288,761    8,307,984     8,286,837
                                                                           ===========    =========== ===========   ===========

Weighted average common shares-diluted                                       8,307,984     8,459,051    8,307,984     8,402,471
                                                                           ===========    ==========  ===========   ===========
</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>

                                                                                  Six Months Ended
                                                                               June 28,        June 29,
                                                                                 2003            2002
                                                                          -------------   -------------
                                                                                          (As restated,
                                                                                           see Note 11)

<S>                                                                       <C>              <C>
Cash flows from operating activities:
    Net loss                                                              $     (45,457)  $      (1,485)
    Adjustments to reconcile net loss to
       net cash (used in) provided by operating activities:
    Loss (income) from discontinued operations                                      385          (2,892)
    Depreciation                                                                  2,467           2,938
    Gain on early retirement of debt                                               (879)              -
    Amortization of deferred financing costs                                      1,354             772
    Provision for doubtful accounts                                                 438             768
    Loss (gain) on sale of assets and other items                                   231          (1,263)
    Deferred income taxes                                                        19,495            (641)
    Changes in assets and liabilities, net of assets sold
       Increase in accounts receivable                                           (8,599)         (1,861)
       (Increase) decrease in inventory                                          (2,885)          9,423
       Increase in accounts payable and accrued liabilities                       2,349           2,415
       Increase in prepaids and other assets                                     (1,833)         (1,439)
                                                                          -------------   -------------

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                             (32,934)          6,735
                                                                          -------------   -------------

Cash flows from investing activities:
  Purchases of property, plant and equipment                                     (2,033)           (488)
  Proceeds from the sale of property, plant and equipment                         1,835           3,909
  Proceeds from sale of business                                                  8,829               -
                                                                          -------------   -------------

NET CASH PROVIDED BY INVESTING ACTIVITIES                                         8,631           3,421
                                                                          -------------   -------------

Cash flows from financing activities:
    Net borrowings (repayments) under revolving line of credit                   33,301          (5,574)
    Retirements of long-term debt                                                (4,980)              -
    Term loan repayments                                                           (375)         (2,349)
    Debt issuance costs                                                          (3,653)              -
                                                                          -------------   -------------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                              24,293          (7,923)
                                                                          -------------   -------------

NET CASH PROVIDED BY DISCONTINUED OPERATIONS                                          -          (2,225)
                                                                          -------------   -------------

NET (DECREASE) INCREASE IN CASH                                                     (10)          2,233
Cash at beginning of period                                                          40             153
                                                                          -------------   -------------

CASH AT END OF PERIOD                                                     $          30   $         161
                                                                          =============   =============

Supplemental schedule of cash flow information:
     Interest paid                                                        $       5,262   $       8,341
     Income taxes paid                                                    $         670   $         469
</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>



                                                     Three Months Ended           Six Months Ended
                                                   June 28,      June 29,      June 28,      June 29,
                                                     2003          2002          2003          2002
                                                -----------   -----------    ----------    ----------
<S>                                            <C>           <C>            <C>           <C>

Loss from continuing operations (as reported)       (37,346)         (468)      (45,072)       (4,377)

Add: Stock based compensation cost included
  in determination of compensation expense                             10                          21
Deduct: Stock based compensation under the
  fair-value method for all awards, net of
tax                                                     (21)          (33)          (42)          (65)

Adjusted loss from continuing operations            (37,367)         (491)      (45,114)       (4,421)


(Loss) income from discontinued operations             (385)        2,808          (385)        2,892

Net (loss)  income (as reported)                    (37,731)        2,340       (45,457)       (1,485)

Adjusted net (loss) income                          (37,752)        2,317       (45,499)       (1,529)

Earnings per share:
Basic:
Loss from continuing operations (as reported)         (4.50)        (0.06)        (5.43)        (0.53)
Adjusted loss from continuing operations              (4.50)        (0.06)        (5.43)        (0.53)

Income (loss) from discontinued operations            (0.04)         0.34         (0.04)         0.35

Net income (loss)  (as reported)                      (4.54)         0.28         (5.47)        (0.18)
Adjusted net income (loss)                            (4.54)         0.28         (5.48)        (0.18)

Diluted:
Loss from continuing operations (as reported)         (4.50)        (0.06)        (5.43)        (0.53)
Adjusted loss from continuing operations              (4.50)        (0.06)        (5.43)        (0.53)

(Loss) income from discontinued operations            (0.04)         0.33         (0.04)         0.34

Net income (loss) (as reported)                       (4.54)         0.28         (5.47)        (0.18)
Adjusted net income (loss)                            (4.54)         0.27         (5.48)        (0.18)

</TABLE>


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

     The Company issued 3,818 and 7,260 shares of Common Stock to members of its
board of directors in lieu of cash compensation  during the three and six months
ended June 29, 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 and six
months ended June 28, 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  governing
the Senior  Subordinated  Notes,  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 10 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  (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 and six months ended June 29, 2002 have been  reclassified  to confrom
with this presentation.

     In the first six months of 2003, the Company received  additional  proceeds
of $8.8  million  related  to the  settlement  of  amounts  held in escrow as of
December 28, 2002. The remaining  escrow amounts of $1.8 million are expected to
be settled by June 2004.

<PAGE>9


     The Company is subject to indemnification  claims for certain environmental
issues  related to the  properties  sold to  Lanoga.  As of June 28,  2003,  the
Company has recorded  $0.3  million as part of  discontinued  operations  in the
Statement  of  Operations,  which  represents  the  Company's  best  estimate of
exposure related to these claims.

     Sales and income from discontinued  operations for the three and six months
ended June 29, 2002 were as follows:
<TABLE>

                                               Three months ended    Six months ended
                                                    June 29,             June 29,
                                                      2002               2002
                                                    --------             --------
<S>                                                <C>                   <C>



        Sales                                      $  74,064            $ 124,494
        Income before income taxes                     4,626                4,764
        Tax provision                                  1,818                1,872
        Income from discontinued operations            2,808                2,892


     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 $1.3 million and $2.8 million for the three months
and six months ended June 29, 2002, respectively.

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

                                                    June 29,
                                                      2002
                                                      ------

        Cash                                      $       11

        Accounts receivable                           26,451
        Inventory                                     31,858
        Deferred tax assets                            2,192
        Prepaid expenses and other assets                385
                                                      ------
          Total current assets                        60,897
                                                      ------
        Property, plant and equipment                 11,331
        Deferred tax assets                              215
        Rental equipment                                 445
        Other assets                                      (2)
                                                      ------
          Total assets                                72,886
                                                      ------

        Accounts payable                              19,870
        Accrued liabilities                            5,766
                                                      ------
          Total current liabilities                   25,636
        Other long-term liabilities                      680
                                                      ------
          Total liabilities                           26,316
                                                      ------
          Net assets                              $   46,570
                                                      ======

</TABLE>
<PAGE>10
<TABLE>

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

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

                                                     June 28,          Dec 28,          June 29,
                                                       2003             2002              2002
                                                      ------           ------            ------
<S>                                                  <C>               <C>               <C>

        Revolving credit facility:
           Revolving notes                        $   39,815        $  20,346        $   94,324
           Term notes                                 24,625           11,168            36,207
        Senior subordinated notes                     21,123           63,956            63,956
        Senior secured notes                          36,974                -                 -

        Less current maturities                      (22,998)         (28,107)          (10,096)
                                                      ------           ------            ------
        Total long-term debt                      $   99,539        $  67,363        $  184,391
                                                      ------           ------            ------

</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 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 of 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 subordinated  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 (see "Revolving Credit Facility" below).

     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 senior  secured  notes,  at its  option,  at  declining
discounts starting at 15% on December 15, 2003.

     In March 2003,  the  Company  redeemed  outstanding  Senior  Secured  Notes
aggregating $5.9 million face value for $5.0 million. The resulting gain of $0.9
million was recorded in other  operating  income on the  Company's  Statement of
Operations.

<PAGE>11


     The Company  continues to carry Senior  Subordinated  Notes due in December
2003 of  approximately  $21.1  million.  The  Company  does not  believe it will
generate  sufficient  cash from  operations to pay the  principal  amount of the
Senior Subordinated Notes when due. The Company may seek to secure the necessary
funds through the sale of additional  equity,  through borrowings or both. There
is no  assurance  that the Company  will be able to obtain such funds or whether
such funds can be obtained on terms  acceptable  to the Company.  If the Company
secures  additional funds through the issuance of additional equity  securities,
the Company's  existing  stockholders will likely  experience  dilution of their
present equity ownership position and voting rights.  Depending on the number of
shares and the terms and conditions of the issuance,  any new equity  securities
could have rights,  preferences,  or privileges senior to those of the Company's
common stock. If the Company secured funds through  additional  borrowings,  the
terms and  conditions  of such  borrowings  could be more onerous to the Company
than the terms and  conditions of the  Company's  existing  senior  subordinated
notes or other existing  borrowings.  The Company also believes that even if the
principal  amount  of the  Senior  Subordinated  Notes  are paid it will need to
increase revenues to generate sufficient cash to pay the increase in interest in
its Senior Secured Notes to 18%, effective  December 15, 2003. In addition,  the
Company has retained an investment bank, Brown Gibbons Lang & Company, to assist
in finalizing  the  Company's  plans to improve its capital  structure  with the
objective of providing longer term sustainability. (See additional discussion at
Note 10 to the financial statements.)

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 and entered
into the new  Credit  Agreement  dated  February  26,  2003 with  Merrill  Lynch
("Merrill Credit Agreement"). The total commitment was reduced from the original
$251.7 million ($200 million  revolving line of credit and $51.7 million of term
notes) to $125 million ($100 million revolving line of credit and $25 million of
term notes).  The Merrill Credit Agreement expires on February 26, 2007, and the
term notes are now due February 26, 2007,  with quarterly  repayments  beginning
May 31, 2003.

     On March 28, 2003, the Company requested the lenders to extend the due date
for delivery of certain Deposit Account  Control  Agreements,  as defined by the
Merrill Credit Agreement with certain local bank deposit accounts  maintained by
the Company.  The lenders agreed to amend (First Amendment) the Credit Agreement
to extend delivery of these agreements until May 31, 2003.

     As a result of (i) the  Company's  failure to deliver  to the  lenders  its
fiscal 2002 audited financial  statements by March 30, 2003 and (ii) as of April
4, 2003,  Riverside  Group Inc. and J. Steven Wilson ceasing between them to own
at least 25% of the Company's  outstanding common stock and Imagine Investments,
Inc.  owning a greater  percentage of such shares than Riverside and Mr. Wilson,
certain  events of  default  arose  under the  Merrill  Credit  Agreement.  Such
defaults  were  simultaneously  waived by the  lenders  and the  Merrill  Credit
Agreement  was amended  (Second  Amendment) in certain  respects,  including the
addition of a provision which permitted the Company to make a severance  payment
to Mr. Wilson and placed a limitation on the  Company's  ability to  repurchase,
redeem or retire Senior  Subordinated  Notes. In connection with such waiver and
amendments, the Company paid to the lenders a fee of $312,500.
<PAGE>12

     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.

     As of June 28, 2003, the Company was in compliance  with its bank covenants
with the exception of its minimum  EBITDA  requirement.  On August 15, 2003, the
lenders agreed to waive the default of its minimum EBITDA  requirement and amend
the levels of EBITDA as defined  within the  Merrill  Credit  Agreement  (Fourth
Amendment).  In addition,  it amended the original credit agreement to include a
$1.5  million  prepayment  of the term  loan 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 the 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. Further,  the agreement requires that the Company
maintain minimum  availability of $15 million for the remainder of the agreement
and a 25 basis points  increase in interest  spreads.  In  connection  with such
waiver and amendments, the Company paid to the lenders a fee of $100,000.

     As of June 28, 2003 there was $64.4 million  outstanding  under the Merrill
Credit  Agreement of which $39.8 million was revolving  credit and $24.6 million
was term notes.  The spread on prime rate  borrowings  under the Merrill  Credit
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.  However, an 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 June 28, 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 revolving  loans,  4.12% at June 28, 2003
and 4.13% at December 28, 2002,  included an interest spread over LIBOR of 3.00%
and 2.75%,  respectively.  The  Company's  weighted  average  interest  rates on
revolver  loans were 7.23% and 6.45% for the six months  ended June 28, 2003 and
June 29, 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.  As of June 28, 2003
unused availability was $27.7 million and, under the Merrill Credit Agreement as
amended, minimum availability is required to be $15 million for the remainder of
the agreement.  Therefore, the Company held $12.7 million of excess availability
as of June 28, 2003 after all reserves and minimums were deducted.

<PAGE>13


     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.

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  totaling  approximately  $0.8 million in fiscal 2003,  $2.6 million in
fiscal 2003,  $3.4 million in fiscal 2005, $3.5 million in fiscal 2006 and $14.3
in fiscal 2007.



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

     The  Company  recorded a $29.6  million  charge to  establish  a  valuation
allowance  for  its  net  deferred  tax  assets  including  net  operating  loss
carryforwards  during the second quarter of 2003. These conclusions were reached
largely due to the uncertainty  around the Company's  ability to utilize certain
operating loss carryforwards  based primarily on the substantial doubt about the
Company's ability to continue as a going concern.

     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.

     The income tax  expense  from  continuing  operations  for the  three-month
period  ended  June 28,  2003 was $24.5  million,  which is  comprised  of $29.6
million disclosed above offset by the impact of a $5.1 million benefit generated
during the second quarter, which was fully provided for. Income tax benefit from
continuing  operations  for the  three  month  period  ended  June 29,  2002 was
$37,000.  The Company's  effective tax rate from  continuing  operations for the
three-month  period ended June 29, 2002 was 7.3% which includes  franchise taxes
and non-deductible items of $0.1 million.

     Income tax expense from  continuing  operations  for the  six-month  period
ended June 28, 2003 was $19.7  million,  which is comprised of the $29.6 million
charge  and a benefit  of $9.9  million.  Income  tax  benefit  from  continuing
operations  was $2.4  million  for the same  period  in the  prior  year,  which
included franchise taxes and non-deductible items of $0.1 million. The Company's
effective tax rate from  continuing  operations  for the six-month  period ended
June 29, 2002 was 35.0%.

<PAGE>14


     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 carry-forwards.


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


     At June 28,  2003,  the  Company  had accrued  approximately  $425,000  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  $2.3  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.

     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 670 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 522
similar actions for insignificant amounts, and another 362 of these actions have
been dismissed. None of these suits have made it to trial.

<PAGE>15


     Losses in excess of the $425,000 reserved as of June 28, 2003 are possible,
but a reasonable estimate of these amounts cannot be made.

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


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

     The Company  calculates  earnings per share in accordance with SFAS 128. In
periods where net losses are incurred, dilutive common stock equivalents are not
used in the  calculation  of diluted  EPS as they  would  have an  anti-dilutive
effect on EPS. For the three and six month periods  ended June 29, 2002,  common
stock equivalents of 170,290 and 115,634 shares, respectively,  were included in
weighted average shares  outstanding.  used to calculate earnings per share. For
the three and six month periods ended June 28, 2003, common stock equivalents of
1,282 and 388 shares,  respectively,  were excluded from weighted average shares
outstanding as they were anti-dilutive. In addition, options to purchase 378,532
shares of common stock for both the three and six month  periods  ended June 28,
2003 had an exercise  price greater than the average  market price , compared to
439,651  shares of common stock for both the three and six month  periods  ended
June 29, 2002, respectively,.


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

     At March 29, 2003, approximately 34% of the Company's outstanding shares of
common stock were owned by Riverside Group, Inc. and approximately 13% was owned
by Imagine Investments, Inc. and its parent, Stone Investments, Inc. On April 4,
2003, Imagine Investments,  Inc. acquired 2,797,743 common shares of Wickes Inc.
previously  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 owned approximately 47.3% of the Company's  outstanding
common stock.

     At June 29,  2002,  the Company held a  promissory  note from  Riverside of
$425,000 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  and six  months  ended  June 28,  2003,  the  Company  paid
approximately  $57,000 and  $420,000,  respectively,  compared to  approximately
$293,000  and  $547,000  for the  three  and six  months  ended  June 29,  2002,
respectively,  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.

<PAGE>16

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

     Pursuant  to  certain   initiatives  to  improve   performance  and  reduce
under-performing  assets, the Company has closed or consolidated seven locations
during the first six months of 2003. The Company incurred costs of approximately
$3.2 million  related to severance  benefits  paid to senior  executives  and an
additional 66 headquarters and 86 field personnel for the six month period ended
June 28, 2003. In addition,  for the same period,  the Company has incurred $1.8
million in property and other carrying costs that primarily  include  insurance,
maintenance,  repair and lease commitments.  During the first six months of 2002
the  Company  sold seven  locations  and  consolidated  one  location.  Employee
severance  costs for 74 employees and property and other carrying costs incurred
during  the  first  six  months  of 2002  were  $1.0  million  and $0.7  million
respectively. The following is a summary of the activity in the reserve balances
from  December 29, 2001 through June 29, 2002 and from December 28, 2002 through
June 28, 2003 (in thousands):
<TABLE>



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

       Accrual balance at December 28, 2002          $385             $15           $400
       1st Qtr Store closing and other costs          605             701          1,306
       1st Qtr Related payments                      (843)           (671)        (1,514)
                                                    -----           -----          -----
       Accrual balance at March 29, 2003             $147             $45           $192
       2nd Qtr Store closing and other costs        2,643           1,066          3,709
       2nd Qtr Related payments                    (2,446)         (1,039)        (3,485)
                                                    -----           -----          -----
       Accrual balance at June 28, 2003              $344             $72           $416

       Accrual balance at December 29, 2001           139             286            425
       1st Qtr Store closing and other costs          763             199            962
       1st Qtr Related payments                      (827)           (363)        (1,190)
                                                    -----           -----          -----
       Accrual balance at March 30, 2002              $75            $122           $197
       2nd Qtr Store closing and other costs          252             533            785
       2nd Qtr Related payments                      (327)           (583)          (910)
                                                    -----           -----          -----
       Accrual balance at June 29, 2002                $-             $72            $72
</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.

<PAGE>17


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

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

     Effective  September 23, 2002,  the  Company's  stock was delisted from the
NASDAQ SmallCap Market System and is currently listed on the NASDAQ OTC Bulletin
Board.

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

     Subsequent  to  the  issuance  of  the  condensed   consolidated  financial
statements as of June 28, 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  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 in Note 4.

     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>18


     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 $21,123,000 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.  The  Company  also has  Senior  Secured  Notes due 2005,  as
discussed in Note 4, 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.  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 Merrill  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.


11.  RESTATEMENT
     -----------

     Subsequent  to  the  issuance  of  the  Company's  condensed   consolidated
financial  statements  for the three and six  months  ended June 28,  2003,  the
Company  determined that certain  interest,  employee  benefits and depreciation
expense  incurred during the first and second quarters of 2002 were not properly
classified.  As a result,  the Company has restated the  condensed  consolidated
financial statements for the three and six months ended June 29, 2002.

<PAGE>19


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

<TABLE>


                                                                             Three Months Ended           Six Months Ended
                                                                          June 29,      June 29,       June 29,     June 29,
                                                                           2002          2002           2002         2002
                                                                       -----------   -----------    -----------  -----------
                                                                            As            As             As           As
                                                                         Reported      Restated       Reported     Restated
                                                                       -----------   -----------    -----------  -----------
<S>                                                                    <C>           <C>            <C>          <C>

Selling, general and administrative expenses                                30,765        31,562         58,947       60,356
Depreciation                                                                 1,064         1,084          2,283        2,255
    Income (loss) from continuing operations before interest and taxes       3,128         2,311            352       (1,031)
Interest expense                                                             4,115         2,816          8,491        5,706
    Loss from continuing operations before income taxes                       (987)         (505)        (8,139)      (6,737)
Income tax benefit                                                            (225)          (37)        (2,909)      (2,360)
    Loss from continuing operations                                           (762)         (468)        (5,230)      (4,377)

Discontinued operations:
    Income from discontinued operations                                      3,102         2,808          3,745        2,892
Net income (loss)                                                    $       2,340  $      2,340   $     (1,485) $    (1,485)
                                                                       ===========   ===========    ===========  ===========

Loss from continuing operations per common share-basic and diluted   $       (0.09) $      (0.06)   $     (0.63)  $    (0.53)
                                                                       ===========   ===========    ===========  ===========

Income from discontinued operations per common share-basic           $       0.37   $       0.34    $      0.45   $     0.35
                                                                       ===========   ===========    ===========  ===========

Income from discontinued operations per common share-diluted         $       0.37   $       0.33    $      0.45   $     0.34
                                                                      ===========    ===========    ===========  ===========

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

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

Weighted average common shares-for basic                                8,288,761      8,288,761      8,286,837    8,286,837
                                                                      ===========    ===========    ===========  ===========

Weighted average common shares-for diluted                              8,459,051      8,459,051      8,402,471    8,402,471
                                                                      ===========    ===========    ===========  ===========




                                                                        Six Months Ended
                                                                     June 29,      June 29,
                                                                       2002          2002
                                                                    -----------   -----------
Balance Sheet Data                                                      As            As
(in thousands)                                                       Reported      Restated
                                                                    -----------   -----------
    Deferred tax assets                                           $      8,457   $     6,038
    Assets of discontinued operations                                   58,478        60,897
                                                                    -----------   -----------
    Total current assets                                          $    198,233   $   198,233
                                                                    ===========   ===========
    Accrued liabilities                                           $     12,174   $    10,304
    Liabilities of discontinued operations                              23,766        25,636
                                                                    -----------   -----------
    Total current liabilities                                     $     80,098   $    80,098
                                                                    ===========   ===========
</TABLE>


<PAGE>20


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 three and six  months  ended June 28,  2003,  the
Company  determined that certain  interest,  employee  benefits and depreciation
expense  incurred during the first and second quarters of 2002 were not properly
classified.  As a result,  the Company has restated the  condensed  consolidated
financial statements for the three and six months ended June 29, 2002. (See Note
11 to the condensed consolidated financial statements).


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

<TABLE>

                                                                             Three Months Ended           Six Months Ended
                                                                          June 29,      June 29,       June 29,     June 29,
                                                                           2002          2002           2002         2002
                                                                       -----------   -----------    -----------  -----------
                                                                            As            As             As           As
                                                                         Reported      Restated       Reported     Restated
                                                                       -----------   -----------    -----------  -----------
<S>                                                                    <C>           <C>            <C>          <C>

Selling, general and administrative expenses                                30,765        31,562         58,947       60,356
Depreciation                                                                 1,064         1,084          2,283        2,255
    Income (loss) from continuing operations before interest and taxes       3,128         2,311            352       (1,031)
Interest expense                                                             4,115         2,816          8,491        5,706
    Loss from continuing operations before income taxes                       (987)         (505)        (8,139)      (6,737)
Income tax benefit                                                            (225)          (37)        (2,909)      (2,360)
    Loss from continuing operations                                           (762)         (468)        (5,230)      (4,377)

Discontinued operations:
    Income from discontinued operations                                      3,102         2,808          3,745        2,892
Net income (loss)                                                    $       2,340  $      2,340   $     (1,485) $    (1,485)
                                                                       ===========   ===========    ===========  ===========

Loss from continuing operations per common share-basic and diluted   $       (0.09) $      (0.06)   $     (0.63)  $    (0.53)
                                                                       ===========   ===========    ===========  ===========

Income from discontinued operations per common share-basic           $       0.37   $       0.34    $      0.45   $     0.35
                                                                       ===========   ===========    ===========  ===========

Income from discontinued operations per common share-diluted         $       0.37   $       0.33    $      0.45   $     0.34
                                                                      ===========    ===========    ===========  ===========

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

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

Weighted average common shares-for basic                                8,288,761      8,288,761      8,286,837    8,286,837
                                                                      ===========    ===========    ===========  ===========

Weighted average common shares-for diluted                              8,459,051      8,459,051      8,402,471    8,402,471
                                                                      ===========    ===========    ===========  ===========




                                                                        Six Months Ended
                                                                     June 29,      June 29,
                                                                       2002          2002
                                                                    -----------   -----------
Balance Sheet Data                                                      As            As
(in thousands)                                                       Reported      Restated
                                                                    -----------   -----------
    Deferred tax assets                                           $      8,457   $     6,038
    Assets of discontinued operations                                   58,478        60,897
                                                                    -----------   -----------
    Total current assets                                          $    198,233   $   198,233
                                                                    ===========   ===========

    Accrued liabilities                                           $     12,174   $    10,304
    Liabilities of discontinued operations                              23,766        25,636
                                                                    -----------   -----------
    Total current liabilities                                     $     80,098   $    80,098
                                                                    ==========    ==========

</TABLE>

The  following   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 Annual 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.
<PAGE>21

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

     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  governing
the Senior  Subordinated  Notes,  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  10 to  the  condensed  consolidated
financial statements for further discussion).



                                  INTRODUCTION

     Wickes Inc. and its consolidated  subsidiaries  ("Wickes" or the "Company")
is a leading supplier of lumber,  building  materials and manufactured  building
components  in the United  States.  The Company  sells its products and services
primarily to  residential  and  commercial  building  professionals,  repair and
remodeling contractors and, to a lesser extent, project do-it-yourself consumers
involved  in major home  improvement  projects.  At June 28,  2003,  the Company
operated 52 sales and  distribution  facilities  and 11 component  manufacturing
facilities in 19 states in the Midwest, Northeast, and South.

<PAGE>23


     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:
large  metropolitan  markets,  smaller rural markets,  and Wickes Direct.  These
channels  are  supported  by  the  Company's   network  of  building   component
manufacturing  facilities. In large metropolitan markets, the Company serves the
national,  regional,  and large  local  builder in larger  markets  with a total
solutions  approach and  specialized  services.  In smaller rural  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 and six-month  periods
ended June 28, 2002.

     The following table sets forth, for the periods  indicated,  the percentage
relationship  to  net  sales  of  certain  expense  and  income  items.  Certain
reclassifications have been made to prior year amounts to conform to the current
presentation.  All 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 condensed consolidated financial statements.)
<TABLE>


                                       Three Months Ended     Six Months Ended
                                       -------------------    ----------------
                                     June 28,   June 29,    June 28,   June 29,
                                     2003         2002        2003       2002
                                     ----         ----        ----       ----
<S>                                 <C>          <C>         <C>        <C>

Net sales                           100.0%       100.0%      100.0%     100.0%
Gross profit                         20.1%        21.4%       20.2%      20.9%
Selling, general and
  administrative expense             23.5%        19.7%       25.5%      20.4%
Depreciation                          0.8%         0.7%        0.8%       0.8%
Provision for doubtful accounts       0.2%         0.2%        0.2%       0.3%
Store closing costs                   2.9%         0.5%        2.2%       0.6%
Other operating income               (0.1)%       (1.1)%      (0.6)%     (0.7)%
(Loss) income from operations
before interest and taxes            (7.2)%        1.4%       (8.0)%     (0.3)%
</TABLE>
<PAGE>24


     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 7.23%  during the first six months of
2003  compared  to 6.45% for the same  period  last  year.  The first six months
results were  negatively  affected by lower commodity  lumber prices,  down 3.1%
from last  year.  Housing  starts  nationally  were up 2.2% in the first half of
2003,  however in the Company's  primary markets,  the Northeast,  Midwest,  and
South,  starts were down 6.2%, up 0.4% and down 1.3%, from housing starts in the
first half of 2002, respectively.

     Losses from  continuing  operations  for the six months ended June 28, 2003
and June 29, 2002 were $45.1 million and $4.4 million, respectively.



                    Three Months Ended June 28, 2003 Compared
                    with the Three Months Ended June 29, 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  condensed
consolidated financial statements.)

Net Sales
---------

     Net sales for the second quarter of 2003 decreased 20.5%, to $127.6 million
compared to $160.5  million for the second  quarter of 2002.  The sales decrease
primarily  was  attributable  to a $21.9  million  decline in sales from  closed
locations (excluding  discontinued  operations) and a 9.0% decline in same store
sales. Total sales to building professionals represented 93.5% of total sales in
the second quarter of 2003,  compared with 93.3% in 2002.  Housing starts in the
Company's primary markets,  the Northeast,  Midwest, and South, starts were down
6.5%, up 4.6% and down 2.8%,  from housing starts in the second quarter of 2002,
respectively.

     The Company  believes that sales  decreases for the three months ended June
28, 2003 primarily resulted from a decline in the number of locations, uncertain
economic conditions and lumber deflation.  The Company estimates that the effect
of lumber  deflation  for the second  quarter of 2003  decreased  total sales by
approximately  $2.1 million compared with the same period last year.  Lumber and
building  materials  increased to 85.9% of total sales in the second  quarter of
2003 compared with 84.2% in 2002.

<PAGE>25

     Products  that  exhibited  the  greatest  change in sales  dollars  for the
quarter ended June 28, 2003 versus the comparable prior year period were: lumber
and plywood (down 25.2%), doors and windows (down 13.5%), trusses and engineered
wood products (down 13.4%), roofing (down 22.3%) and mouldings (down 23.7%).

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

     Gross profit  decreased to $25.6 million in the second quarter of 2003 from
$34.3 million in the second quarter of 2002, an $8.6 million or 25.2%  decrease.
Gross profit as a percentage  of sales  declined to 20.1% in the second  quarter
compared to a gross profit  percentage  of 21.4% in the second  quarter of 2002.
The  Company  believes  that the  decrease  in  gross  profit  dollars  resulted
primarily from the reduction in sales as discussed above. Of the Company's major
product lines,  building  materials  accounted for approximately  34.8% of total
Company sales,  up from 32.4% last year,  however,  gross margin  percentage for
these products decreased to 19.6% from 21.9% last year.

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

     SG&A expense decreased  approximately  $1.6 million to $30.0 million in the
second  quarter of 2003 from $31.6  million in the second  quarter of 2002. As a
percentage of sales,  SG&A increased to 23.5% of net sales in the second quarter
of 2003  compared  with  19.7% of net sales in the second  quarter of 2002.  The
increase as a percentage  of sales  primarily is due to the decrease in sales as
well as overhead costs, which remained high until reductions were completed late
in the second  quarter to re-align  overhead  with the  reduction in  locations.
Reductions in labor costs and other overhead costs were partially  offset by the
Company's  move  from  co-operative  marketing  and cost  recovery  programs  to
purchase based rebate programs in 2003,  professional  fees due to the company's
exchange offer, and an accrual for certain  anticipated  litigation  costs. As a
percentage of sales, salaries, taxes and benefits increased by 140 basis points,
elimination  of a cost  recovery  rebate  program  resulted in an increase of 80
basis points and office and professional fees increased 120 basis points.

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

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

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

     The   provision   for  doubtful   accounts  was   basically   unchanged  at
approximately  $0.3 million in the second quarter of 2003. The Company continues
to strive to improve its collection  efforts and reduce credit  exposure and bad
debts.

<PAGE>26


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.  There were no closings in the second
quarter of 2003,  however the Company did incur severance costs of approximately
$2.6 million  related to severance  benefits  paid to senior  executives  and an
additional 57 headquarters and 43 field personnel in a plan to re-align overhead
costs with the number of remaining locations.  In addition, the Company incurred
approximately  $1.1 million in property and other  carrying costs that primarily
include insurance, maintenance / repair and lease commitments. During the second
quarter of 2002,  the Company sold two  distributions  centers and incurred $0.3
million and $0.5  million  related to severing  ten  employees  and property and
other carrying costs,  respectively.  The following is a summary of the activity
in the reserve  balances from March 29, 2003 through June 28, 2003 and March 30,
2002 through June 29, 2002 (in thousands):

<TABLE>


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

       Accrual balance at March 29, 2003                 $147             $45           $192
       2nd Qtr Store closing and other costs            2,643           1,066          3,709
       2nd Qtr Related payments                        (2,446)         (1,039)        (3,485)
                                                        -----           -----          -----
       Accrual balance at June 28, 2003                  $344             $72           $416

       Accrual balance at March 30, 2002                  $75            $122           $197
       2nd Qtr Store closing and other costs              252             533            785
       2nd Qtr Related payments                          (327)           (583)          (910)
                                                        -----           -----          -----
       Accrual balance at June 29, 2002                    $0             $72            $72

</TABLE>

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

     Other  operating  income for the second  quarter of 2003 was income of $0.1
million  compared with income of $1.8 million for the second 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
decrease in 2003 primarily is due to a $0.2 million write-down of certain assets
to their net realizable value,  compared to a gain in 2002 from the sale of real
estate that resulted in a gain of approximately $1.3 million.


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

     In the second quarter of 2003,  interest expense  increased to $3.7 million
from $2.8 million  during the second  quarter of 2002.  The  Company's  weighted
average  rate of  interest  on all debt  increased  to 10.3%  during  the second
quarter of 2003  compared to 7.7% for the same period  last year.  The  weighted
average rate of interest was affected by an increase in the  effective  interest
rate  resulting from the bond  refinancing in the first quarter.  See additional
discussion at Note 4 to the consolidated  financial  statements and in Liquidity
and Capital  Resources  included in  Managements  Discussion  and Analysis.  The
Company's  average debt levels  decreased  by 39.6% from second  quarter 2002 to
second quarter 2003.  This decrease in outstanding  debt primarily is due to the
use of proceeds from the Lanoga Sale to pay down the revolving credit facility.

<PAGE>27

Income Taxes
------------

     The  Company  recorded a $29.6  million  charge to  establish  a  valuation
allowance  for  its  net  deferred  tax  assets  including  net  operating  loss
carryforwards  during the second quarter of 2003. These conclusions were reached
largely due to the uncertainty  around the Company's  ability to utilize certain
operating loss carryforwards  based primarily on the substantial doubt about the
Company's ability to continue as a going concern.

     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.

     The income tax  expense  from  continuing  operations  for the  three-month
period  ended June 28,  2003 was $24.5  million,  which  differs  from the $29.6
million  disclosed above due to the impact of a $5.1 million  benefit  generated
during the second quarter, which was fully provided for. Income tax expense from
continuing  operations  for the  three  month  period  ended  June 29,  2002 was
$37,000.  The Company's  effective tax rate from  continuing  operations for the
three-month  period ended June 29, 2002 was 7.3% which includes  franchise taxes
and non-deductible items of $0.1 million.



                     Six Months Ended June 28, 2003 Compared
                     with the Six Months Ended June 29, 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  condensed
consolidated financial statements.)

<PAGE>28


Net Sales
---------

     Net sales for the first six  months of 2003  decreased  $67.3  million,  or
22.7%,  to $228.7  million from $295.9  million in the first six months of 2002.
The sales  decrease  primarily was  attributable  to a $43.3 million  decline in
sales from closed  locations  (excluding  discontinued  operations) and an 12.3%
decline in same store sales. Total sales to building  professionals  represented
93.9% of total sales,  compared to 93.6% for the same quarter last year. Housing
starts in the Company's  primary  markets,  the Northeast,  Midwest,  and South,
starts were down 6.2%, up 0.4% and down 1.3%,  from housing  starts in the first
half of 2002, respectively.

     The Company believes that sales decreases for the six months ended June 28,
2003 primarily  resulted from a decline in the number of locations,  late season
snow  storms in the  first  quarter,  uncertain  economic  conditions,  internal
reorganizations  and lumber deflation.  The Company estimates that the effect of
lumber  deflation  for the first six  months of 2003  decreased  total  sales by
approximately  $4.8 million compared with the same period last year.  Lumber and
building materials  increased to 85.8% of total sales in the first six months of
2003 compared with 84.0% for the same period in 2002.

     Products that  exhibited  the greatest  change in sales dollars for the six
months ended June 28, 2003 versus the comparable prior year period were:  lumber
and plywood (down 28.0%), doors and windows (down 15.7%), trusses and engineered
wood products (down 13.8%) and roofing (down 26.4%).

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

     Gross profit decreased $15.6 million to $46.2 million or 20.2% of net sales
for 2003 compared with $61.9 million or 20.9% of net sales for 2002. The Company
believes that deflation in lumber and drywall prices  decreased the dollar value
of gross profit by approximately  $1.0 million for the six months ended June 28,
2003.  During the first half of 2003, the Company closed or  consolidated  seven
facilities  and recorded a charge to gross profit of $0.5 million for  inventory
liquidation  costs.  Of the Company's  major product lines,  building  materials
accounted for  approximately  36.2% of total Company  sales,  up from 33.5% last
year,  however,  gross margin  percentage for these products  decreased to 20.4%
from 21.7% last year.

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

     SG&A  expense  decreased  $2.0  million  or 3.3% to $58.4  million  in 2003
compared  with  $60.4  million  in 2002.  As a  percentage  of net  sales,  SG&A
increased to 25.5% in the first six months of 2003,  compared  with 20.4% of net
sales in the first six months of 2002.  The  increase as a  percentage  of sales
primarily  is due to the  decrease  in sales  as well as  overhead  costs  which
remained high until  reductions  were  completed  late in the second  quarter to
re-align  overhead  with the reduction in  locations.  In addition,  the Company
moved from  co-operative  marketing and cost recovery programs to purchase based
rebate  programs  in 2003 and has accrued  for  certain  anticipated  litigation
costs. As a percentage of sales,  salaries,  taxes and benefits increased by 226
basis points,  change to purchase base rebate program  increased SG&A expense by
105 basis points and office and professional fees increased 117 basis points.

<PAGE>29


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

     Depreciation costs decreased  approximately $0.4 million to $1.9 million in
the first six months of 2003, compared with $2.3 million in the first six months
of 2002. As a percentage of sales, depreciation costs compared to last year were
flat.



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

     Provision for doubtful accounts  decreased to approximately $0.4 million or
0.2% of sales in the first six months of 2003 from approximately $0.8 million or
0.3% of sales  for the  first  six  months  of 2002.  Approximately  $64,000  of
provision  for  doubtful  accounts  related to closed  locations in this period,
compared to $168,000 for the same period last year.

Store Closing Costs and Other Charges
-------------------------------------

     Pursuant  to  certain   initiatives  to  improve   performance  and  reduce
under-performing  assets, the Company has closed or consolidated seven locations
during the first six months of 2003. The Company incurred costs of approximately
$3.2 million  related to severance  benefits  paid to senior  executives  and an
additional 66 headquarters and 86 field personnel for the six month period ended
June 28, 2003. In addition,  for the same period,  the Company has incurred $1.8
million in property and other carrying costs that primarily  include  insurance,
maintenance,  repair and lease commitments.  During the first six months of 2002
the  Company  sold seven  locations  and  consolidated  one  location.  Employee
severance  costs for 74 employees and property and other carrying costs incurred
during  the  first  six  months  of 2002  were  $1.0  million  and $0.7  million
respectively. The following is a summary of the activity in the reserve balances
from  December 29, 2001 through June 29, 2002 and from December 28, 2002 through
June 28, 2003 (in thousands):

<TABLE>

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

       Accrual balance at December 28, 2002          $385             $15           $400
       1st Qtr Store closing and other costs          605             701          1,306
       1st Qtr Related payments                      (843)           (671)        (1,514)
                                                    -----           -----          -----
       Accrual balance at March 29, 2003             $147             $45           $192
       2nd Qtr Store closing and other costs        2,643           1,066          3,709
       2nd Qtr Related payments                    (2,446)         (1,039)        (3,485)
                                                    -----           -----          -----
       Accrual balance at June 28, 2003              $344             $72           $416

       Accrual balance at December 29, 2001           139             286            425
       1st Qtr Store closing and other costs          763             199            962
       1st Qtr Related payments                      (827)           (363)        (1,190)
                                                    -----           -----          -----
       Accrual balance at March 30, 2002              $75            $122           $197
       2nd Qtr Store closing and other costs          252             533            785
       2nd Qtr Related payments                      (327)           (583)          (910)
                                                    -----           -----          -----
       Accrual balance at June 29, 2002                $-             $72            $72
</TABLE>

<PAGE>30

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

     Other operating income decreased to approximately $1.3 million in the first
six months of 2003,  compared with $2.2 million in the first six months of 2002.
Other operating  income  primarily  includes the gain on the early retirement of
debt,  sale or  disposal  of  property,  plant and  equipment,  service  charges
assessed customers on past due accounts receivable,  and casualty losses. During
the first six months of 2002,  the Company sold seven  facilities for a net gain
of $1.3  million,  while in the first six months of 2003 the Company  recorded a
$0.9 million gain on the early retirement of debt partially offset by write-down
of certain assets to their net realizable value.

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

     Interest expense  increased to $7.1 million in the first six months of 2003
from $5.7  million  in the first six  months 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 $0.5  million.  The  Company's  weighted-average
interest  rate on all  outstanding  borrowings  increased  to 10.7%  during this
period,  compared  to 8.2% for the  comparable  period last year.  The  weighted
average interest rate was affected by an increase in the effective interest rate
resulting  from  the bond  refinancing  in the  first  quarter.  See  additional
discussion at Note 4 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 43.5% from first half of 2002 to
first half 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 Taxes
------------

     The  Company  recorded a $29.6  million  charge to  establish  a  valuation
allowance  for  its  net  deferred  tax  assets  including  net  operating  loss
carryforwards  during the second quarter of 2003. These conclusions were reached
largely due to the uncertainty  around the Company's  ability to utilize certain
operating loss carryforwards  based primarily on the substantial doubt about the
Company's ability to continue as a going concern.

     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.

     The income tax expense from continuing  operations for the six-month period
ended June 28, 2003 was $19.7  million,  which  differs  from the $29.6  million
disclosed above due to the impact of a $9.9 million benefit generated during the
six  month  period,  which was fully  provided  for.  Income  tax  expense  from
continuing  operations  for the  six-month  period  ended June 29, 2002 was $2.4
million which included franchise taxes and non-deductible items of $0.1 million.
The Company's  effective tax rate from  continuing  operations for the six-month
period ended June 29, 2002 was 35.0%.

<PAGE>31


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


                         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).

     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 six months of 2003, net cash used in operating  activities
was $32.9 million  compared  with net cash  provided by operating  activities of
$6.7 for the first six months of 2002.  The  increase in cash used in  operating
activities  primarily  is due to net  losses for the  period  and  increases  in
inventory and accounts receivable from December 28, 2002 to June 28, 2003.

     The Company's  accounts  receivable from continuing  operations at June 28,
2003  increased  $8.6  million.  This  increase  primarily  is the result of the
seasonal increase in sales.

     The Company's  inventory balance at June 28, 2003 increased $2.7 million or
5.5% when compared to the balance at December 28, 2002. This increase  primarily
is also the result of the  seasonal  increase  in sales.  Accounts  payable  and
accrued  liabilities at June 28, 2003 increased  approximately $2.4 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 six months of 2003, the Company spent approximately
$2.0  million on capital  expenditures,  compared  to $0.5  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>32


     At June 28, 2003 the Company operated 52 sales and distribution centers and
11 component  manufacturing  facilities  compared with 91 sales and distribution
facilities  and 24 component  manufacturing  facilities  at June 29,  2002.  The
reduction  in  facilities  is due to the Lanoga  Sale as well as other  facility
sales and  consolidations  that took place during this period. At June 28, 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 six months 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 June 28,  2003,  the Company  had  outstanding  borrowings  under the Merrill
Credit  Agreement of $64.4 million,  the minimum  availability  requirement  was
$15.0 million and the unused  availability was $27.7 million.  Therefore,  as of
June 28, 2003 after all reserves and minimums,  the Company had $12.7 million of
excess availability.

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 of 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 subordinated 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 senior secured notes, at its option, at declining
discounts starting at 15% on December 15, 2003.

<PAGE>33


     In March 2003,  the  Company  redeemed  outstanding  Senior  Secured  Notes
aggregating $5.9 million face value for $5.0 million. The resulting gain of $0.9
million was recorded in other  operating  income on the  Company's  Statement of
Operations.

     The Company  continues to carry Senior  Subordinated  Notes due in December
2003 of  approximately  $21.1  million.  The  Company  does not  believe it will
generate  sufficient  cash from  operations to pay the  principal  amount of the
Senior Subordinated Notes when due. The Company may seek to secure the necessary
funds through the sale of additional  equity,  through borrowings or both. There
is no  assurance  that the Company  will be able to obtain such funds or whether
such funds can be obtained on terms  acceptable  to the Company.  If the Company
secures  additional funds through the issuance of additional equity  securities,
the Company's  existing  stockholders will likely  experience  dilution of their
present equity ownership position and voting rights.  Depending on the number of
shares and the terms and conditions of the issuance,  any new equity  securities
could have rights,  preferences,  or privileges senior to those of the Company's
common stock. If the Company secured funds through  additional  borrowings,  the
terms and  conditions  of such  borrowings  could be more onerous to the Company
than the terms and  conditions of the  Company's  existing  senior  subordinated
notes or other existing  borrowings.  The Company also believes that even if the
principal  amount  of the  Senior  Subordinated  Notes  are paid it will need to
increase revenues to generate sufficient cash to pay the increase in interest in
its Senior Secured Notes to 18%, effective  December 15, 2003. In addition,  the
Company has retained an investment bank, Brown Gibbons Lang & Company, to assist
in finalizing  the  Company's  plans to improve its capital  structure  with the
objective of providing longer term sustainability. (See additional discussion at
Note 10 to the financial statements).

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 and entered
into the new  Credit  Agreement  dated  February  26,  2003 with  Merrill  Lynch
("Merrill Credit Agreement"). The total commitment was reduced from the original
$251.7 million ($200 million  revolving line of credit and $51.7 million of term
notes) to $125 million ($100 million revolving line of credit and $25 million of
term notes).  The Merrill Credit Agreement expires on February 26, 2007, and the
term notes are now due February 26, 2007,  with quarterly  repayments  beginning
May 31, 2003.

     On March 28, 2003, the Company requested the lenders to extend the due date
for delivery of certain Deposit Account  Control  Agreements,  as defined by the
Merrill Credit Agreement with certain local bank deposit accounts  maintained by
the Company.  The lenders  agreed to amend (First  Amendment) the Merrill Credit
Agreement to extend delivery of these agreements until May 31, 2003.

<PAGE>34


     As a result of (i) the  Company's  failure to deliver  to the  lenders  its
fiscal 2002 audited financial  statements by March 30, 2003 and (ii) as of April
4, 2003,  Riverside  Group Inc. and J. Steven Wilson ceasing between them to own
at least 25% of the Company's  outstanding common stock and Imagine Investments,
Inc.  owning a greater  percentage of such shares than Riverside and Mr. Wilson,
certain  events of  default  arose  under the  Merrill  Credit  Agreement.  Such
defaults  were  simultaneously  waived by the  lenders  and the  Merrill  Credit
Agreement  was amended  (Second  Amendment) in certain  respects,  including the
addition of a provision which permitted the Company to make a severance  payment
to Mr. Wilson and placed a limitation on the  Company's  ability to  repurchase,
redeem or retire Senior  Subordinated  Notes. 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.

     As of June 28, 2003, the Company was in compliance  with its bank covenants
with the exception of its minimum  EBITDA  requirement.  On August 15, 2003, the
lenders agreed to waive the default of its minimum EBITDA  requirement and amend
the levels of EBITDA as defined  within the  Merrill  Credit  Agreement  (Fourth
Amendment).  In addition,  it amended the original credit agreement to include a
1.5 million  prepayment of term loan 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 the 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.  Further,  the  agreement  requires  that  the  Company  maintain  minimum
availability  of $15 million for the  remainder of the  agreement and a 25 basis
points  increase  in  interest  spreads.  In  connection  with such  waiver  and
amendments, the Company paid to the lenders a fee of $100,000.

     As of June 28, 2003 there was $64.4 million  outstanding  under the Merrill
Credit  Agreement of which $39.8 million was revolving  credit and $24.6 million
was term notes.  The spread on prime rate  borrowings  under the Merrill  Credit
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.  However, an 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 June 28, 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 revolving  loans,  4.12% at June 28, 2003
and 4.13% at December 28, 2002,  included an interest spread over LIBOR of 3.00%
and 2.75%,  respectively.  The  Company's  weighted  average  interest  rates on
revolver  loans were 7.23% and 6.45% for the six months  ended June 28, 2003 and
June 29, 2002, respectively.

<PAGE>35


     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.  As of June 28, 2003
unused  availability  was $27.7  million  and,  under the Merrill  Agreement  as
amended, minimum availability is required to be $15 million for the remainder of
the agreement.  Therefore, the Company held $12.7 million of excess availability
as of June 28, 2003 after all reserves and minimums were deducted.

     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.

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

     Though fully provided for, the Company has net operating loss carryforwards
available to offset future taxable income of  approximately  $22.4 million as of
December 28, 2002  expiring in the years 2011 through  2021 (see  discussion  in
Item 2 Management's  Discussion and Analysis).  On July 22, 2003, as a result of
Bradco Supply and its affiliates  increasing  their common stock holdings in the
Company above 15% of total shares  outstanding,  an ownership change occurred as
per Internal  Revenue Code Section 382. A change in control of the Company,  for
tax purposes, may limit the Company's ability to utilize these carryforwards.

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

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

     Effective  September 23, 2002,  the  Company's  stock was delisted from the
NASDAQ SmallCap Market System and is currently listed on the NASDAQ OTC Bulletin
Board.


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

     Subsequent  to  the  issuance  of  the  condensed   consolidated  financial
statements as of June 28, 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  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 in Note 4.

<PAGE>36


     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.

     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 $21,123,000 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.  The  Company  also has  Senior  Secured  Notes due 2005,  as
discussed in Note 10, to the financial statements.

<PAGE>37


     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.









                          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 June 28,  2003.  There have been no  significant  changes in the
internal  controls or other  factors that could  significantly  affect  internal
controls subsequent to June 28, 2003, except as follows:

<PAGE>38


     As  more  fully  described  in  Note  11  to  the  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  related  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>39



                                     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

          4.1(j)* Waiver and First Amendment to Credit Agreement, dated April 4,
          2003 among  Registrant  and Merrill  Lynch Capital as Lender and Agent
          for each Lender.

          4.1(k)* Waiver and Second Amendment to Credit  Agreement,  dated April
          4, 2003 among Registrant and Merrill Lynch Capital as Lender and Agent
          for each Lender.


          4.1(l)* Consent and Third Amendment to Credit Agreement, dated May 31,
          2003 among  Registrant  and Merrill  Lynch Capital as Lender and Agent
          for each Lender.

          4.1(m)* Waiver and Fourth  Amendment to Credit  Agreement dated August
          15,  2003 among  Registrant  and Merrill  Lynch  Capital as Lender and
          Agent for each Lender.

          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 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.

<PAGE>40


          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.

          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
          positions 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.

<PAGE>41


          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.


          * Previously  filed with Form 10-Q for the quarterly period ended June
          28, 2003 dated August 15, 2003.


<PAGE>42



                                   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