SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                           FORM 10-Q

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


                                                  Commission File
For the Quarterly Period Ended September 27, 1997 Number  0-22468
                               ------------------         -------

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


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


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



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

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

                                   Yes   X        No
                                       -----          -----

As  of  October 31, 1997, the Registrant had 8,183,120 shares  of
Common  Stock,  par value $.01 per share, and 499,768  shares  of
Class  B  Non-Voting  Common Stock, par  value  $.01  per  share,
outstanding.


<PAGE 2>
                  WICKES INC. AND SUBSIDIARIES


                              INDEX
                              -----


                                                            Page
                                                           Number
                                                           ------

PART  I.    FINANCIAL INFORMATION

   Item 1. Financial Statements

      Condensed Consolidated Balance Sheets
       September 27, 1997 (Unaudited) and
       December 28, 1996                                      3

      Condensed Consolidated Statements of Operations
       For the three months and nine months ended
       September  27, 1997 and September 28, 1996 (Unaudited) 4

      Condensed Consolidated Statements of Cash Flows
       For the nine months ended September 27, 1997 and
       September 28, 1996 (Unaudited)                         5

      Notes to Condensed Consolidated
       Financial Statements (Unaudited)                       6

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


PART II.   OTHER INFORMATION

   Item 5. Other Information                                 22

   Item 6. Exhibits and Reports on Form 8-K                  22

                                

<PAGE 3>                                                                       
                  WICKES INC. AND SUBSIDIARIES                                
             CONDENSED CONSOLIDATED BALANCE SHEETS                           
                          (UNAUDITED)                                        
               (in thousands except share data)                              
<TABLE>                                                                 
<CAPTION>                                            September 27,  December 28,
                     ASSETS                               1997        1996
                                                     -------------- ------------
<S>                                                  <C>           <C>
Current assets:                                                              
    Cash                                              $         78 $     1,933
     Accounts receivable, less allowance for doubtful                        
       accounts of $3,335 in 1997 and $4,289 in 1996       103,808      71,210
    Inventory                                              117,970     100,672
    Deferred tax asset                                      10,910      10,331
    Prepaid expenses                                         2,169         915
                                                         ---------- -----------
        Total current assets                               234,935     185,061
                                                         ---------- -----------
Property, plant and equipment, net                          46,026      50,171
Trademark (net of accumulated amortization of                                
    $10,218 in 1997 and $10,052 in 1996)                     6,801       6,948
Deferred tax asset                                          15,525      15,525
Other assets (net of accumulated amortization of                             
    $7,697 in 1997 and $6,487 in 1996)                      13,021      15,137
                                                         ---------- -----------
                                                           316,308     272,842
                                                         ========== ===========
                                                                             
         LIABILITIES & STOCKHOLDERS' EQUITY                                  
                                                                             
Current liabilities:                                                         
    Current maturities of long-term debt              $         57 $       133
    Accounts payable                                        51,070      41,039
    Accrued liabilities                                     28,582      27,118
                                                         ---------- -----------
      Total current liabilities                             79,709      68,290
                                                         ---------- -----------
                                                                             
Long-term debt, less current maturities                    210,311     176,376
Other long-term liabilities                                  2,757       2,677
Commitments and contingencies (Note 4)                                       
                                                                             
Common stockholders' equity:                                                 
    Common stock (8,170,613 shares issued and outstanding in 1997
     and 8,159,498 shares issued and outstanding in 1996)       82          82
    Additional paid-in capital                              86,660      86,613
    Accumulated deficit                                    (63,211)    (61,196)
                                                         ---------- -----------
     Total common stockholders' equity                      23,531      25,499
                                                         ---------- ----------
                                                           316,308     272,842
                                                         ========== ===========
</TABLE>                                                                     
   The accompanying notes are an integral part of the                        
   the condensed consolidated financial statements.                          
   


<PAGE 4>                                                                   
                       WICKES INC. AND SUBSIDIARIES                  
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS             
                              (UNAUDITED)                                      
              (in thousands except share and per share data)              
             
                                                                         
<TABLE>                                                                  
<CAPTION>                                                                
                                                                         
                                         Three Months Ended      Nine Months Ended
                                         ------------------      -----------------
                                        Sept. 27,   Sept. 28,   Sept. 27,   Sept. 28,
                                          1997        1996        1997        1996
                                        -------     -------     -------     -------
<S>                                  <C>         <C>         <C>         <C>
Net sales                             $ 266,324   $ 255,575   $ 662,978   $ 636,856
Cost of sales                           206,048     200,118     511,448     495,260
                                        -------     -------     -------     -------
    Gross profit                         60,276      55,457     151,530     141,596
                                        -------     -------     -------     -------
                                      
Selling, general and administrative      
 expenses                                51,063      44,181     135,752     121,984
Depreciation, goodwill and trademark     
 amortization                             1,123       1,296       3,540       4,066
Provision for doubtful accounts             301         339         884       1,097
Other operating income                   (2,056)     (1,364)     (4,534)     (3,899)
                                        -------     -------     -------     -------
                                         50,431      44,452     135,642     123,248
                                        -------     -------     -------     -------
Income from operations                    9,845      11,005      15,888      18,348
                                                                               
Interest expense                          5,491       5,475      15,902      16,647
Equity in loss of affiliated company        704         322       1,470       2,252
                                        -------     -------     -------     -------
Income/(Loss) before income taxes         3,650       5,208      (1,484)       (551)
                                                                         
Provision for income taxes                1,817       2,365         531         899
                                        -------     -------     -------     -------
Net income/(loss)                     $   1,833   $   2,843   $  (2,015)  $  (1,450)
                                        =======     =======     =======     =======
Income/(Loss) per common share        $   0.22    $    0.35   $   (0.25)  $   (0.21)
                                        =======     =======     =======     =======
Weighted average common and common                                      
 equivalent shares outstanding        8,179,517   8,166,529   8,176,598   6,903,047
                                      =========   =========   =========   =========
</TABLE>                                                                 
                                                                         
The accompanying notes are an integral part of the the condensed consolidated 
financial statements.


<PAGE 5>                                                                  
                     WICKES INC. AND SUBSIDIARIES                           
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                  
                            (UNAUDITED)                                    
                          (in thousands)                                  
<TABLE>                                               
<CAPTION>                                               
                                                      Nine Months Ended
                                                      -----------------
                                                     Sept. 27, Sept. 28,
                                                        1997     1996
                                                       ------   ------
<S>                                                  <C>       <C>  
Cash flows from operating activities:                                  
  Net loss                                           $ (2,015) $ (1,450)
  Adjustments to reconcile net loss to                                 
       net cash used in operating activities:                          
    Equity in loss of affiliated company                1,470     2,252
    Depreciation expense                                3,190     3,720
    Amortization of trademark                             167       166
    Amortization of goodwill                              184       180
    Amortization of deferred financing costs            1,026     1,340
    Provision for doubtful accounts                       884     1,097
    Gain on sale of assets                             (1,354)     (418)
    Deferred tax benefit                                 (579)        0
    Changes in assets and liabilities:                                 
     Increase in accounts receivable                  (33,482)  (10,472)
     (Increase) decrease in inventory                 (17,298)    2,164
     Increase in accounts payable and accrued          10,904    10,444
      liabilities
     Increase in other assets                          (1,838)   (2,240)
                                                       ------   -------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES   (38,741)    6,783
                                                       ------   -------

 Cash flows from investing activities:                                 
  Purchases of property, plant and equipment           (4,966)   (2,550)
  Proceeds from sales of property, plant and            7,946     4,125
   equipment
                                                       ------   -------
NET CASH PROVIDED BY INVESTING ACTIVITIES               2,980     1,575
                                                       ------   -------
                                                                       
Cash flows from financing activities:                                  
  Net borrowing (repayment) under revolving line       33,974   (15,752)
   of credit                                                             
  Reductions of notes payable                            (115)     (268)
  Net proceeds from issuance of common stock               47     9,849
                                                       ------   -------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES    33,906    (6,171)
                                                       ------   -------
NET (DECREASE) INCREASE IN CASH                                    
                                                       (1,855)    2,187
Cash at beginning of period                             1,933        87
                                                       ------   -------
CASH AT END OF PERIOD                                $     78 $   2,274
                                                       ======   =======
Supplemental schedule of cash flow information:                        
   Interest paid                                     $ 12,137 $  12,549      
   Income taxes paid                                    1,052       661
                                                                   
</TABLE>                                                           
                                                                   
The accompanying notes are an integral part of the condensed consolidated 
financial statements.                       


<PAGE 6>
                     WICKES INC. AND SUBSIDIARIES
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              (UNAUDITED)


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

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

    The  condensed consolidated financial statements present  the
results  of  operations, financial position, and  cash  flows  of
Wickes Inc. and its consolidated subsidiaries (the "Company").

    The condensed consolidated balance sheet as of September  27,
1997, the condensed consolidated statements of operations for the
three-month and nine-month periods ended September 27,  1997  and
September 28, 1996, and the condensed consolidated statements  of
cash  flows for the nine-month periods ended September  27,  1997
and  September 28, 1996 have been prepared by the Company without
audit.  In  the  opinion  of management, all  adjustments  (which
include  only normal recurring adjustments) necessary to  present
fairly  the  financial position, results of operations  and  cash
flows  at  September 27, 1997 and for all periods presented  have
been  made. The results for the nine-month period ended September
27,  1997  is  not necessarily indicative of the  results  to  be
expected for the full year or for any interim period.

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

    Reclassifications
    -----------------

  Reclassifications have been made to the third quarter condensed
consolidated  balance sheet and condensed consolidated  statement
of  cash  flows  to  more appropriately reflect purchase  rebates
receivable  as  a  reduction  of  accounts  payable  rather  as
accounts receivable.  The amounts previously recorded as accounts
receivable  in  the first and second quarters of 1997  were  $1.5
million  and $2.1 million respectively.  Prior year amounts  were
immaterial.



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

    The Company issued 9,581 shares of Common Stock to members of
its board of directors as compensation, and employee warrants for
1,534 shares of Common Stock were also exercised, during the nine-
months ended September 27, 1997.


<PAGE 7>

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

    Long-term debt is comprised of the following at September 27,
1997 (in thousands):

         Revolving line of credit               $ 110,287
         Senior subordinated notes                100,000
         Other                                         81
         Less current maturities                      (57)
         Total long-term debt                   $ 210,311

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

    Under  the  revolving line of credit, the Company may  borrow
against certain levels of accounts receivable and inventory.  The
unused  amount available for borrowing at September 27, 1997  was
$19.4 million.

    On  June  16, 1997 the Company entered into an interest  rate
swap agreement which effectively fixed the interest rate at 8.11%
(subject  to  adjustments  in certain circumstances),  for  three
years,  on  $40  million of the Company's  borrowings  under  its
floating rate revolving line of credit.  This interest rate  swap
is  operative while the 30 day LIBOR borrowing rate remains below
6.7%.   At  November 3, 1997 the 30 day LIBOR borrowing rate  was
5.65%.


<PAGE 8>

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

   The provision for income taxes for the nine-month period ended
September  27, 1997 was $.5 million compared to $.9  million  for
the  nine-month  period ended September 27, 1996.   An  effective
federal  income  tax rate of 39.1% was used to calculate  federal
income taxes for the first nine months of 1997, compared with  an
effective  rate of 38.5% for the first nine months  of  1996.  In
addition  to  the  effective federal tax rate, state  income  and
franchise  taxes were calculated separately and are  included  in
the provision reported.



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

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

    At  September 27, 1997, the Company had accrued approximately
$1.0  million  (included in accrued liabilities at September  27,
1997)  for  remediation  of  certain  environmental  and  product
liability matters, principally underground storage tank removal.

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

<PAGE 9>

    The  Company  is one of many defendants in approximately  114
actions,  each of which seeks unspecified damages, brought  since
1993, in various Michigan state courts against manufacturers  and
building  material  retailers by individuals who  claim  to  have
suffered injuries from products containing asbestos.  Each of the
plaintiffs  in  these actions is represented by one  of  two  law
firms.   The Company is aggressively defending these actions  and
does  not believe that these actions will have a material adverse
effect on the Company.


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

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

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


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

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

<PAGE 10>

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

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

<PAGE 11>

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


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

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

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

<TABLE>
<CAPTION>

                         Three Months Ended   Nine Months Ended
                         ------------------   ----------------- 
                         Sept. 27, Sept. 28,  Sept. 27, Sept. 28,
                           1997     1996        1997      1996
                         --------  --------   --------  --------
<S>                   <C>       <C>         <C>       <C>
Net sales               100.0%    100.0%       100.0%   100.0%              
                                                         
Gross profit             22.6%     21.7%        22.8%    22.2%
Selling, general and                                     
  administrative expense 19.2%     17.3%        20.5%    19.1%
Depreciation, goodwill and                                   
  trademark amortization  0.4%      0.5%         0.5%     0.6%
Provision for doubtful   
  accounts                0.1%      0.1%         0.1%     0.2%
Other operating income   (0.8)%    (0.5)%       (0.7)%   (0.6)%
Income from operations    3.7%      4.3%         2.4%     2.9%

</TABLE>

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

    Net income for the three months ended September 27, 1997  was
$1,833,000  compared with $2,843,000 for the three  months  ended
September  28,  1996.   The net loss for the  nine  months  ended
September  27,  1997  was  $2,015,000 compared  with  a  loss  of
$1,450,000  for the nine months ended September  28,  1996.   The
decrease  in  net  income  for the three-month  period  primarily
results  from  increases in selling, general  and  administrative
expenses  ("SG&A")  and  equity in  loss  of  affiliated  company
partially  offset by increased sales and gross profit,  increased
other  operating income, and decreases in depreciation,  goodwill
and  trademark amortization, and provision for income taxes.  The
decrease  in  net  income  for  the nine-month  period  primarily
results  from  an increase in selling, general and administrative
expenses  ("SG&A") partially offset by increased sales and  gross
profit,  increased  other  operating  income,  and  decreases  in
provision for doubtful accounts, interest expense, equity in loss
of  affiliated  company,  depreciation,  goodwill  and  trademark
amortization, and provision for income taxes.

<PAGE 12>

Operational Restructuring
-------------------------

   For information concerning an operational restructuring,
announced by the Company on October 17, 1997, that involves
segmentation of the Company's core business, the closing of
several building material centers, the sale of several 
non-core programs and the reduction of staffing levels, 
see "Item 5. Other Events" and the
Company's press release included herein as Exhibit 99.1 and
incorporated herein by this reference.


         Three Months Ended September 27, 1997 Compared
         with the Three Months Ended September 28, 1996

Net Sales
--------- - 

    Net  sales  for the third quarter of 1997 increased  4.2%  to
$266.3 million from $255.6 million for the third quarter of 1996.
Same  store  sales increased 4.9% compared with the  same  period
last  year.  Same store sales to the Company's primary customers,
building  professionals, increased 5.9% when  compared  with  the
third quarter of 1996.  Consumer same store sales were down  5.9%
for  the  quarter. As of September 27, 1997 the Company  operated
111 building centers, one more than it operated at the end of the
third  quarter of 1996. The Company estimates that  deflation  in
lumber   prices   reduced  total  sales  for   the   quarter   by
approximately  $1.9  million, compared with the  1996  comparable
period.


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

    1997  third  quarter gross profit increased to $60.3  million
from  $55.5  million  for  the third quarter  of  1996,  a  8.6%
increase.  Gross profit as a percent of sales increased to  22.6%
for  the  third quarter of 1997 from 21.7% in 1996.  The increase
in  gross  profit as a percent of sales is primarily attributable
to improved product costs.  Sales to building professionals, as a
percent  of total sales, increased to 84.7% for the third quarter
of  1997  from  83.1% for the same period in  1996.   Lumber  and
building materials accounted for 89.0% of the materials  sold  in
the  third  quarter of 1997, compared with 89.6% of the materials
sold in the third quarter of 1996.

<PAGE 13>

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

    SG&A  expense increased to 19.2% of net sales  in  the  third
quarter  of  1997 compared with 17.3% of net sales in  the  third
quarter of 1996.  Much of the increase is attributable to  market
expansion  programs and the Company's decision  to  remerchandise
certain  facilities  and  invest in  programs  to  support  sales
improvement.     The   showrooms   in   four   facilities    were
remerchandised  and the Company opened two new  building  centers
and   one  component  manufacturing  facility  during  the  third
quarter.  Costs  associated  with pre-opening  expenses  for  new
facilities and remerchandising of existing showrooms amounted  to
$500,000 for the quarter.  Another four building centers and  one
component facility were also opened during the first half of  the
year.    Total  SG&A  expense  attributable  to  these   start-up
operations  amounted to $3.0 million during the third quarter  of
1997.

   The discontinued programs and staffing reductions discussed in
the  operational  restructuring,  announced  by  the  Company  on
October 17, 1997, account for approximately $2.1 million in third
quarter SG&A expense.  See Item. 5 "Other Information" for a more
detailed description of this plan.


    Increases,  as  a  percent of sales, in salaries  and  wages,
maintenance,   travel,  professional  fees,  supplies,   employee
relocation, casualty insurance, rental expense and marketing were
partially  offset  by  reductions  in  health  insurance   costs.
Salaries, wages and employee benefits increased, as a percent  of
sales, by 0.9%.  As of September 27, 1997, the Company had  4,168
full  time  and  part time employees, up 292 from  September  28,
1996.


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

   Depreciation, goodwill and trademark amortization decreased to
$1.1  million  for the third quarter of 1997 compared  with  $1.3
million  for the same period in 1996.  This decrease is primarily
due  to  the sale or disposal of excess facilities, vehicles  and
equipment  during  1996  and the first  half  of  1997,  and  the
replacement   of  owned  delivery  vehicles  with   new,   leased
equipment.


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

    The provision for doubtful accounts remained relatively the same
for the third quarters of 1997 and 1996, an expense of $0.3 million.

<PAGE 14>


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

    Other operating income for the third quarter of 1997 was $2.1
million,  or  0.8% of sales.  During the third quarter  of  1996,
other  operating income was $1.4 million or 0.5% of  sales.   The
Company recorded a gain of approximately $700,000 on the sale  of
previously  closed building centers during the third  quarter  of
1997.  There were no significant gains on the sale of excess real
estate recorded in the third quarter of 1996.


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

    In  the third quarter of 1997 interest expense was relatively
unchanged  when  compared  with the third  quarter  of  1996,  at
approximately  $5.5  million.   The  Company  did  experience  an
increase  in average total long term debt of approximately  $17.9
million which was offset by a decrease in the effective borrowing
rate  on  total long term debt for the third quarter of 57  basis
points,  when  compared  with the third  quarter  of  1996.   The
decrease  in the effective borrowing rate is primarily due  to  a
reduction  in  interest rate on the Company's revolving  line  of
credit,  effective April 11, 1997.  See "Note 2. Long-Term  Debt"
of  Notes to Condensed Consolidated Financial Statements included
elsewhere  herein.   Approximately 94%  of  the  Company's  third
quarter average borrowings on its revolving credit facility  were
LIBOR-based.


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

    In the third quarter of 1997, the Company recorded a loss  of
$0.7  million,  under  the equity method,  with  respect  to  its
investment in its affiliate engaged in operations in Russia.   In
the  third  quarter of 1996 the Company recorded a loss  of  $0.3
million.


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

    The  Company recorded income tax expense of $1.8 million  for
the  third quarter of 1997 compared with expense of $2.4  million
in  the  third quarter of 1996.  An effective federal income  tax
rate of 39.1% was used to calculate federal income taxes for  the
third  quarter of 1997, compared with an effective rate of  38.5%
for  the  third  quarter of 1996.  In addition to  the  effective
federal  tax  rate  used, state income and franchise  taxes  were
calculated separately and are included in the provision  reported
for both years.

   The Company continues to review future earnings projections to
determine  that there is sufficient support for its deferred  tax
assets  and valuation allowance.  In spite of the losses incurred
during 1995, management believes that it is more likely than  not
that  the  Company will receive full benefit of its deferred  tax
asset and that the valuation allowance is properly stated.   This
assessment constitutes Forward-Looking Information 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, cyclicality and seasonality of
the  Company's business, the effects of the Company's substantial
leverage and competition.

<PAGE 15>


          Nine Months Ended September 27, 1997 Compared
          with the Nine Months Ended September 28, 1996


Net Sales
--------- 

    Net sales for the first nine months of 1997 increased 4.1% to
$663.0  million from $636.9 million for the first nine months  of
1996.   Same  store sales increased 4.6% compared with  the  same
period  last  year.  Same store sales to  the  Company's  primary
customers,  building professionals, increased 5.8% when  compared
with  the  first nine months of 1996.  Consumer same store  sales
were  down  6.4% for the first nine months.  As of September  27,
1997 the Company operated 111 building centers, one more than  it
operated  at  the  end  of the first nine months  of  1996.   The
Company  estimates that inflation in lumber prices accounted  for
approximately  $8.5 million of the sales increase for  the  first
nine  months  of 1997, compared with the 1996 comparable  period.
Also,  weather  conditions  in the  Northeast  during  the  first
quarter  of  1997  were more favorable compared with  the  record
snowfalls recorded in the first quarter of 1996.


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

    Gross  profit for the first nine months of 1997 increased  to
$151.5  million from $141.6 million for the first nine months  of
1996,  a  7.0%  increase.  Gross profit as  a  percent  of  sales
increased  to 22.8% for the first nine months of 1997 from  22.2%
in  1996.  The increase in gross profit as a percent of sales  is
primarily  attributable to improved product costs  and  increased
lumber prices.  Sales to building professionals, as a percent  of
total sales, increased to 86.2% for the first nine months of 1997
from  84.4%  for  the same period in 1996.  Lumber  and  building
materials accounted for 88.8% of the materials sold in the  first
nine months of 1997, compared with 88.1% of the materials sold in
the first nine months of 1996.

<PAGE 16>

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

   SG&A expense increased to 20.5% of net sales in the first nine
months of 1997 compared with 19.1% of net sales in the first nine
months  of 1996.  Much of the increase is attributable to  market
expansion  programs and the Company's decision  to  remerchandise
certain  facilities  and  invest in  programs  to  support  sales
improvement.     The   showrooms   in   four   facilities    were
remerchandised  and the Company opened six new  building  centers
and  two  component manufacturing facilities in  the  first  nine
months  of 1997.  Costs associated with pre-opening expenses  for
new facilities and remerchandising of existing showrooms amounted
to $1.1 million during the first nine months of 1997.  Total SG&A
expense attributable to these new start-up operations amounted to
approximately $4.7 million during the first nine months of  1997.
The  Company  has  also expended $500,000 on new  sales  training
programs through the first nine months of 1997.

   The discontinued programs and staffing reductions discussed in
the  operational  restructuring,  announced  by  the  Company  on
October 17, 1997, account for approximately $6.4 million of  SG&A
expense  through  the first nine months of  1997.   See  Item.  5
"Other Information" for a more detailed description of this plan.

    Increases,  as  a  percent of sales, in salaries  and  wages,
maintenance,  travel, professional fees, training  costs,  office
supplies  and  marketing were partially offset by  reductions  in
health  and  casualty  insurance costs,  utilities  and  delivery
expense.   Total salaries and wages increased, as  a  percent  of
sales, by 0.7%.  As of September 27, 1997, the Company had  4,168
full  time  and  part time employees, up 292 from  September  28,
1996.



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

   Depreciation, goodwill and trademark amortization decreased to
$3.5 million for the first nine months of 1997 compared with $4.1
million  for the same period in 1996.  This decrease is primarily
due  to  the sale or disposal of excess facilities, vehicles  and
equipment  during  1996  and the first  half  of  1997,  and  the
replacement   of  owned  delivery  vehicles  with   new,   leased
equipment.


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

    Provision for doubtful accounts decreased to $0.9 million  or
0.1  %  of sales for the first nine months of 1997 compared  with
$1.1  million or 0.2% of sales for the same period in 1996.  This
decrease  is  the  result of a more selective customer  base  and
improved  credit  policies at centers acquired  since  1994,  and
increased  efforts  in  collecting previously  reserved  accounts
receivable.

<PAGE 17>

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

    Other operating income for the first nine months of 1997  was
$4.5  million, or 0.7% of sales.  Other operating income for  the
first  nine  months of 1996 was $3.9 million or 0.6%  of  sales.
During  1997  the  Company recorded gains of  approximately  $1.3
million  on  the sale of previously closed building centers.   In
the  first nine months of 1996 the Company did not experience any
significant  gains  on the sale of excess  real  estate  but  did
record a gain of approximately $500,000 on the difference between
insured replacement cost and book value, as a result of a fire at
one of its building centers.


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

    In  the  first nine months of 1997 interest expense decreased
4.5%  to  $15.9 million compared with $16.6 million in the  first
nine  months of 1996.  This reduction reflects a decrease in  the
Company's effective borrowing rate on total long-term debt of  23
basis  points.   Average  borrowings on the  Company's  revolving
credit  facility  were relatively unchanged for  the  first  nine
months  of 1997 from the first nine months of 1996. Approximately
90%  of the Company's first nine months average borrowings on its
revolving credit facility were LIBOR-based.



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

    In the first nine months of 1997, the Company recorded a loss
of  $1.5  million, under the equity method, with respect  to  its
investment in its affiliate engaged in operations in Russia.   In
the first nine months of 1996 the Company recorded a loss of $2.3
million.   In  May  of 1997, additional third  party  equity  was
invested and the Company's ownership decreased from 46% to 38%.


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

    The  Company  recorded a provision for income taxes  of  $0.5
million  for  the  first  nine months of  1997  compared  with  a
provision of $0.9 million in the first nine months of  1996.   An
effective  federal income tax rate of 39.1% was used to calculate
federal  income taxes for the first nine months of 1997, compared
with  an  effective rate of 38.5% for the first  nine  months  of
1996.   In addition to the effective federal tax rate used, state
income  and  franchise taxes were calculated separately  and  are
included in the benefit reported for both years.

<PAGE 18>

   The Company continues to review future earnings projections to
determine  that there is sufficient support for its deferred  tax
assets  and valuation allowance.  In spite of the losses incurred
during 1995, management believes that it is more likely than  not
that  the  Company will receive full benefit of its deferred  tax
asset and that the valuation allowance is properly stated.   This
assessment constitutes Forward-Looking Information made  pursuant
to  the  Private Securities Litigation Reform Act of 1995 and  is
inherently  subject  to  the uncertainties  discussed  under  the
heading   "Provision  for  Income  Taxes"  in   the   comparative
discussion of third quarter operations.
                 
<PAGE 19>


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

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

    During  the  first nine months of 1997 the Company  generated
negative  cash flows from operating activities of $38.7  million.
With  the  peak  building season historically  occurring  in  the
second  and  third  quarters,  the Company  normally  experiences
increases in its accounts receivable and inventory levels  during
the  first quarter to meet the anticipated increase in sales  and
in  the  second quarter as a result of increased sales  activity.
The  third  quarter traditionally provides cash through operating
income  and  reductions in inventory as the  Company  begins  its
seasonal  adjustments.  The Company did experience positive  cash
flow  from both activities during the third quarter of 1997,  but
an  increase  in accounts receivable and reductions  in  accounts
payable  resulted in negative cash flow of $5.5 million  for  the
quarter.

    The  Company's accounts receivable balance at the end of  the
third  quarter of 1997 increased $12.6 million when  compared  to
the  end  of  the  third quarter of 1996, an increase  of  13.9%.
Approximately  $8.2 million of this increase is  attributable  to
increased  credit sales during September of 1997,  when  compared
with September of 1996.

    Inventory  at the end of the third quarter of 1997  was  $9.5
million, or 8.8%, higher than at the end of the third quarter  of
1996.   This increase is largely attributable to special buys  on
commodity   building  materials  to  support  new  programs   and
remerchandised  showrooms as well as  the  start-up  of  six  new
building  centers  and  two  component manufacturing  facilities.
Roofing,  drywall, insulation and vinyl siding account  for  $9.3
million  of the inventory increase.  Accounts payable at the  end
of the third quarter of 1997 were down approximately $3.1 million
from  the  third quarter of 1996, primarily from an  increase  in
accrued   purchase   rebates   from   inventory   suppliers    of
approximately  $3.3  million, see Note 1 of  Notes  to  Condensed
Consolidated Financial Statements included elsewhere herein.

   For information concerning the sale leaseback of the Company's
72,000 square foot corporate headquarters in Vernon Hills,
Illinois, completed June 30, 1997, see "Note 4. Commitments and
Contingencies" of Notes to Condensed Consolidated Financial
Statements included elsewhere herein.
   
   The  Company's capital expenditures consist primarily of  the
construction   of   storage  facilities,   the   remodeling   and
reformatting  of  building  centers and  component  manufacturing
facilities,   and  the  purchase  of  vehicles,   equipment   and
management  information  systems  for  both  existing   and   new
operations.   In the first nine months of 1997 the Company  spent
$5.0  million on capital expenditures as compared to $2.6 million
for  the  same  period  in 1996.  The Company  expects  to  spend
approximately  $8.0 million for all of 1997. Under the  Company's
bank revolving credit agreement, as amended, capital expenditures
during  1997  are limited to $6.0 million plus the proceeds  from
the sale of certain excess real estate plus the portion of 1996's
capital expenditures that were not spent.  The Company expects to
fund  capital expenditures through borrowings and its  internally
generated cash flow.

<PAGE 20>


    Through the first nine months of 1997, the Company has  begun
operations in six start-up building center facilities located  in
Aurora, Illinois,  Colorado Springs, Colorado, Denton,  North
Carolina, Denver, Colorado, Niles, Michigan, and a second facility
in Pensacola, Florida.  The Company has also opened a new door and
wall  panel manufacturing facility in Denver, Colorado and a wall
panel  manufacturing  facility in  Denton, North  Carolina.  The
Pensacola  and Niles facilities are located in previously  closed
facilities  owned by the Company.  The remaining  facilities  are
leased.   Since  the beginning of the year the Company  has  also
closed  or  consolidated three building centers and two component
manufacturing  facilities.  The following  table  reconciles  the
number of building centers and component manufacturing facilities
operated by the Company, through October 30, 1997:

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

   Expansion                            2             1
   Consolidation                       (1)           (1)
   Closing                             (2)           -
                                      ---            ---
As of September 27,1997               111            12

   The Company maintained excess availability under its revolving
line of credit throughout the first nine months of 1997.  At  the
end  of the first nine months of 1997 total borrowings under  the
revolving  line of credit were $20.9 million higher than  at  the
end  of  the  first  nine months of 1996. Under the  current  
terms  of  the
Company's  bank  revolving credit agreement the Company  believes
that it will continue to have sufficient funds available for  its
anticipated  operations and capital expenditures.   At  September
27,  1997,  $110.3  million was outstanding under  the  Company's
revolving  line  of  credit,  and  the  unused  availability  was
approximately  $19.4 million.  The Company's  assessment  of  its
future funds availability constitutes Forward-Looking Information
made pursuant to the Private Securities Litigation Reform Act  of
1995  and  is  inherently subject to uncertainty resulting  from,
among  other  things,  the factors discussed  under  "Results  of
Operations - Provision for Income Taxes".

<PAGE 22>

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



                            PART II
                            ------- 
                       OTHER INFORMATION
                       -----------------
                       
Item 5.   Other Information

      On  October  17,  1997  the Company  announced  a  plan  to
streamline operations, reduce SG&A expense, and focus on its core
professional  builder business.  In addition to  the  closing  of
several building material centers, the Company expects to sell or
close  several  non-core programs, such as its  mortgage  lending
program and its Internet and utilities marketing operations,  and
to write-off its remaining investment in its Russian affiliate by
the  end of 1997.  The Company has entered into an agreement with
Riverside  Group,  Inc.,  its majority stockholder,  pursuant  to
which   Riverside   proposes,  subject  to   obtaining   adequate
financing,  to acquire certain of these non-core operations  from
the   Company.   This  agreement  was  approved  by  a  committee
comprised  of the independent members of the Company's  Board  of
Directors.   The  Company  also announced  it  was  reducing  its
headquarters  staffing by approximately 15%.  These programs  and
eliminated positions accounted for approximately $8.5 million  in
SG&A  expense and net losses of approximately $4.4 million,  over
the  most  recent 12 month period.  It is expected that  most  of
these reductions will be completed by the end of 1997.

     For further information, see the press release issued by the
Company  on October 17, 1997 included herein as Exhibit 99.1  and
incorporated herein by this reference.


Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits

          10.1  Agreement dated November 4,1997, between the
                Company and Riverside Group, Inc.

          11.1  Statement regarding computation of earnings per share.

          27.1 Financial data schedule (SEC use only).

          99.1 Press Release Issued by the Company on October 17, 1997

     (b)  Reports on Form 8-K

               None.


                             SIGNATURES

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

                              WICKES INC.




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



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


Date:  November 10, 1997