SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  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  September 26, 1998    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 30, 1998, the Registrant had 8,207,268 shares of Common Stock, par
value  $.01  per  share, and no shares of Class B Non-Voting Common  Stock,  par
value $.01 per share, outstanding.

<PAGE> 2
<TABLE>
<CAPTION>

                          WICKES INC. AND SUBSIDIARIES

                                      INDEX
                                      -----

                                                                 Page
                                                                Number
<S>                                                           <C>
PART I.  FINANCIAL INFORMATION

   Item 1.   Financial Statements

      Condensed Consolidated Balance Sheets
       September 26, 1998 and December 27, 1997 (Unaudited)        3

      Condensed Consolidated Statements of Operations
       For the three months and nine months ended
       September 26, 1998 and September 27, 1997 (Unaudited)       4

      Condensed Consolidated Statements of Cash Flows
       For the nine months ended September 26, 1998 and
       September 27, 1997 (Unaudited)                              5

      Notes to Condensed Consolidated
       Financial Statements (Unaudited)                            6

   Item 2.   Management's Discussion and Analysis of Financial
           Condition and Results of Operations                    13


PART II.  OTHER INFORMATION

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

</TABLE>

                                     2


<PAGE> 3
                          WICKES INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                        (in thousands except share data)
<TABLE>
<CAPTION>

                                                        September 26,     December 27,
                                                            1998             1997
                                                        ------------      -----------
               ASSETS
<S>                                                     <C>                <C>
Current assets:
 Cash                                                  $         645    $         79
 Accounts receivable, less allowance for doubtful
     accounts of $4,383 in 1998 and $3,765 in 1997           104,835          81,788
 Notes receivable                                              1,221           3,200
 Inventory                                                   113,127         102,706
 Deferred tax asset                                            9,260           8,955
 Prepaid expenses                                              2,305           1,246
                                                           ---------       ---------
  Total current assets                                       231,393         197,974
                                                           ---------       ---------
 Property, plant and equipment, net                           44,691          46,763
 Trademark (net of accumulated amortization of
  $10,441 in 1998 and $10,274 in 1997)                         6,579           6,745
 Deferred tax asset                                           17,054          17,054
 Rental equipment (net of accumulated depreciation
  of $471 in 1998 and $176 in 1997)                            1,923           2,030
 Other assets (net of accumulated amortization of
  $9,121 in 1998 and $8,053 in 1997)                          11,065          12,786
                                                           ---------       ---------
                                                       $     312,705    $    283,352
                                                           =========       =========

   LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
 Current maturities of long-term debt                  $          22    $         46
 Accounts payable                                             47,742          41,190
 Accrued liabilities                                          22,160          22,279
                                                           ---------       ---------
Total current liabilities                                     69,924          63,515
                                                           ---------       ---------
Long-term debt, less current maturities                      217,525         193,061
Other long-term liabilities                                    2,876           2,775
Commitments and contingencies (Note 4)

Common stockholders' equity:
 Common stock (8,202,264 shares issued and
  outstanding in 1998 and 8,176,205 shares                        82              82
  issued and outstanding in 1997)
 Additional paid-in capital                                   86,771          86,675
 Accumulated deficit                                         (64,473)        (62,756)
                                                           ---------       ---------
   Total common stockholders' equity                          22,380          24,001
                                                           ---------       ---------
                                                       $     312,705    $    283,352
                                                           =========       =========
</TABLE>
    The accompanying notes are an integral part of the condensed consolidated
                              financial statements.

                                     3

<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. 26,   Sept. 27,     Sept. 26,   Sept. 27,
                                          1998        1997          1998        1997
                                       ---------   ---------     ---------   ---------
<S>                                  <C>         <C>           <C>         <C>
Net sales                             $  261,137  $  266,324    $  667,024  $  662,978
Cost of sales                            200,925     206,048       509,740     511,448
                                       ---------   ---------     ---------   ---------
  Gross profit                            60,212      60,276       157,284     151,530
                                       ---------   ---------     ---------   ---------
Selling, general and administrative
 expenses                                 49,516      51,063       135,935     135,752
Depreciation, goodwill and
 trademark amortization                    1,296       1,123         3,846       3,540
Provision for doubtful accounts              551         301         1,760         884
Restructuring and unusual items              501           -         5,932           -
Other operating income                    (1,240)     (2,056)       (5,045)     (4,534)
                                       ---------   ---------     ---------   ---------
                                          50,624      50,431       142,428     135,642
                                       ---------   ---------     ---------   ---------
  Income from operations                   9,588       9,845        14,856      15,888

Interest expense                           5,571       5,491        16,482      15,902
Equity in loss of affiliated company           -         704             -       1,470
                                       ---------   ---------     ---------   ---------
  Income (loss) before income taxes        4,017       3,650        (1,626)     (1,484)

Provision for income taxes                 1,721       1,817            91         531
                                       ---------   ---------     ---------   ---------
  Net income (loss)                   $    2,296  $    1,833    $   (1,717) $   (2,015)
                                       =========   =========     =========   =========

Basic income (loss) per common share  $     0.28  $     0.22    $    (0.21) $    (0.25)
                                       =========   =========     =========   =========
Diluted income(loss) per common share $     0.28  $     0.22    $    (0.21) $    (0.25)
                                       =========   =========     =========   =========
Weighted average common shares -
 for basic                             8,201,710   8,169,643     8,194,446   8,166,325
                                       =========   =========     =========   =========
Weighted average common shares -
 for diluted                           8,258,803   8,203,082     8,194,446   8,166,325
                                       =========   =========     =========   =========

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

                                     4

<PAGE> 5
                          WICKES INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                           -----------------
                                                        Sept. 26,     Sept. 27,
                                                           1998         1997
                                                        --------      --------
<S>                                                    <C>           <C>
Cash flows from operating activities:
   Net loss                                             $ (1,717)     $ (2,015)
 Adjustments to reconcile net loss to
        net cash used in operating activities:
 Equity in loss of affiliated company                          -         1,470
 Depreciation expense                                      3,495         3,190
 Amortization of trademark                                   167           167
 Amortization of goodwill                                    184           184
 Amortization of deferred financing costs                  1,127         1,026
 Provision for doubtful accounts                           1,760           884
 Gain on sale of assets                                   (1,574)       (1,354)
 Deferred tax benefit                                       (305)         (579)
 Changes in assets and liabilities:
  Increase in accounts receivable                        (24,807)      (33,482)
  Decrease in notes receivable                             1,979             -
  Increase in inventory                                  (10,421)      (17,298)
  Increase in accounts payable and accrued liabilities     6,534        10,904
  Increase in other assets                                  (838)       (1,838)
                                                        --------      --------
NET CASH USED IN OPERATING ACTIVITIES                    (24,416)      (38,741)
                                                        --------      --------
Cash flows from investing activities:
 Purchases of property, plant and equipment               (3,184)       (4,966)
 Proceeds from sales of property, plant and equipment      3,629         7,946
                                                        --------      --------
NET CASH PROVIDED BY INVESTING ACTIVITIES                    445         2,980
                                                        --------      --------
Cash flows from financing activities:
 Net borrowing under revolving line of credit             24,481        33,974
 Reductions of notes payable                                 (40)         (115)
 Net proceeds from issuance of common stock                   96            47
                                                        --------      --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 24,537        33,906
                                                        --------      --------
NET INCREASE/(DECREASE) IN CASH                              566        (1,855)
Cash at beginning of period                                   79         1,933
                                                        --------      --------
CASH AT END OF PERIOD                                  $     645     $      78
                                                        ========      ========
Supplemental schedule of cash flow information:
 Interest paid                                         $  12,919     $  12,137
 Income taxes paid                                     $     769     $   1,052

</TABLE>

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

                                     5

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


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

    Restatement
    -----------
    The Company has restated the condensed consolidated balance sheets as of
September 26, 1998 and the condensed consolidated statements of operations for
the three-month and nine-month periods ended September 26, 1998 to reflect a
pre-tax non-cash charge of approximately $844,000 for a one time barter
transaction (see Note 10).


    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  26,  1998,  the
condensed  consolidated statements of operations for the three-month  and  nine-
month  periods ended September 26, 1998 and September 27, 1997 and the condensed
consolidated statements of cash flows for the nine-month periods ended September
26, 1998 and September 27, 1997 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 26, 1998 and for all  periods
presented have been made. The results for the three-month and nine-month periods
ended  September 26, 1998 are 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 27, 1997, filed
with the Securities and Exchange Commission.


    Share Data
    ----------
    During  the  nine-month period ended September 26, 1998 the  Company  issued
11,210  shares  of  Common  Stock  to members  of  its  board  of  directors  as
compensation  and  14,849  shares  of Common stock  upon  exercise  of  employee
warrants  and  options.  Unexercised warrants for 3,068 shares of the  Company's
common stock expired in May 1998.

    On  April  13,  1998, all 499,768 outstanding shares of Class  B  Non-Voting
Common  Stock,  par  value $.01 per share, were converted to 499,768  shares  of
Common Stock, par value $.01 per share.
                                     6
<PAGE> 7

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


2.  LONG-TERM DEBT
    --------------
    Long-term  debt  is  comprised of the following at September  26,  1998  (in
thousands):
<TABLE>
         <S>                                  <C>
         Revolving line of credit              $  117,525
         Senior subordinated notes                100,000
         Other                                         22
         Less current maturities                      (22)
                                                  -------
         Total long-term debt                  $  217,525
                                                  =======
</TABLE>

    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 26, 1998 was $12.2 million.

   On March 20, 1998, the Company and its lenders entered into a third amendment
to  the  Company's  revolving  credit  agreement.   This  amendment  includes  a
modification  to  the fixed charge ratio covenant to reflect  the  restructuring
announced  by the Company in February 1998 and includes the lenders' consent  to
the  Company's  sale  of  its  Iowa facilities and its  internet  and  utilities
marketing operations.  The lenders have waived the non-compliance by the Company
with the fixed charge ratio at September 26, 1998.


3. INCOME TAXES
   ------------
   The provision for income taxes for the nine-month period ended September  26,
1998  was $0.1 million compared to $0.5 million for the nine-month period  ended
September 27, 1997.  An effective federal income tax rate of 39.0% was  used  to
calculate federal income taxes for the first nine months of 1998, compared  with
an  effective rate of 39.1% for the first nine months of 1997.  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
   -----------------------------
    At September 26, 1998, the Company had accrued $500,000 (included in accrued
liabilities at September 26, 1998) for remediation of certain environmental  and
product  liability matters, principally underground storage tank removal.   Many
of  the sales and distribution facilities presently and formerly operated by the

                                     7

<PAGE> 8
                        WICKES INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

Company contained underground petroleum storage tanks.  All such tanks known  to
the  Company  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.  It is possible that the Company could  incur  additional
losses  in excess of current reserves but an estimate of these losses cannot  be
made.   Since 1988, the Company has incurred approximately $1.9 million  of  net
costs  with respect to the filling or removing of underground storage tanks  and
related investigatory and remedial actions.

    The  Company is one of many defendants in approximately 60 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.  The number of outstanding
claims  has  continued  to decline over the last two  years.   Since  1993,  the
Company  has settled 11 claims for insignificant amounts, another 185  of  these
actions have been dismissed.

    On November 3, 1995, a complaint styled Wolfson v. Riverside Group, Inc., et
al.,  was filed against the Company, its Directors and Riverside Group, Inc.  in
the  Court  of  Chancery of the State of Delaware in and for New  Castle  County
(C.A. No. 14678).  As amended, this complaint alleges, among other things,  that
the  sale in 1995 by the Company of 2 million newly issued shares of its  common
stock  to  Riverside Group, Inc. was unfair and constituted a waste  of  Wickes'
assets  and that Wickes and Riverside breached their fiduciary duties  in  their
approval of this transaction.  The amended complaint, among other things,  seeks
on  behalf of a purported class of the Company's shareholders to enjoin,  or  to
obtain unspecified damages with respect to, the transaction.

    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.

                                     8

<PAGE> 9
                        WICKES INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

    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
    -----------------------------------------
    Reporting Comprehensive Income.  Statement of Financial Accounting Standards
No.  130, "Reporting Comprehensive Income,"  establishes standards for reporting
and display of comprehensive income and its components in a full set of general-
purpose financial statements.  The term comprehensive income is defined  as  the
change in the equity of a business.  Comprehensive income includes net income as
well  as  other  components (revenues, expenses, gains, and losses)  that  under
generally  accepted  accounting principles are  excluded  from  net  income  but
affect  equity.   The statement was effective for fiscal years  beginning  after
December  15,  1997, however, as the Company has no items of other comprehensive
income, this statement is not applicable to the Company.

    Disclosure about Segments.  Statement of Financial Accounting Standards  No.
131,  "Disclosure  about  Segments of an Enterprise  and  Related  Information,"
changes  Statement of Financial Accounting Standards No. 14 by requiring  a  new
framework  for  segment  reporting  and includes  the  disclosure  of  financial
information  related  to each segment.  The statement was effective  for  fiscal
years beginning after December 15, 1997, however, adoption of this statement  is
not  required  in  interim statements in the initial year of  application.   The
Company is currently evaluating the effects of this pronouncement.

    Employers'  Disclosures  About Pensions and Other  Postretirement  Benefits.
Statement  of  Financial  Accounting Standards No. 132, "Employers'  Disclosures
About  Pensions and Other Postretirement Benefits,"  standardizes the disclosure
requirements for pensions and other postretirement benefits, requires additional
information on changes in the benefit obligation and fair values of plan  assets
and eliminates certain disclosures that are no longer useful.  This statement is
effective  for  fiscal  years beginning after December 15,  1997.   The  Company
believes that the adoption of this statement will not have a significant  impact
on its financial statements.
                                     9

<PAGE> 10
                        WICKES INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

    Accounting  for Derivative Instruments and Hedging Activities.
Statement  of Financial Accounting Standards No. 133 "Accounting for  Derivative
Instruments  and  Hedging  Activities,"  establishes  accounting  and  reporting
standards   requiring  that  every  derivative  instrument,  including   certain
derivative  instruments imbedded in other contracts, be recorded in the  balance
sheet as either an asset or liability measured at its fair value.  The statement
also  requires  that  changes in the derivative's fair value  be  recognized  in
earnings  unless specific hedge accounting criteria are met.  This statement  is
effective for fiscal years beginning after June 30, 1999.  The Company  believes
that  the adoption of this statement will not have a significant impact  on  its
financial statements.


6.  EARNINGS PER SHARE
    ------------------
    The  Company  calculates earnings per share in accordance with Statement  of
Financial  Accounting  Standards No. 128.  As required  by  this  statement  the
Company  has  adopted  the  standard for computing and presenting  earnings  per
share,  and  for  all  prior  period earnings per  share  data  presented.   The
following is the reconciliation of the numerators and denominators of the  basic
and diluted earnings per share:
<TABLE>
<CAPTION>
                                    Three Months Ended            Nine Months Ended
                                    ------------------            -----------------
                                  Sept. 26,     Sept. 27,      Sept. 26,       Sept. 27,
                                    1998          1997           1998            1997
                                 ---------     ---------      ---------       ---------
<S>                           <C>           <C>           <C>             <C>
Numerators:
  Net loss - for basic and
     diluted EPS               $ 2,296,000   $ 1,833,000   $ (1,717,000)   $ (2,015,000)

Denominators:
  Weighted average common
   shares - for basic EPS        8,201,710     8,169,643      8,194,446       8,166,325
  Common shares from warrants            -         9,214              -           9,214
  Common shares from options        57,093        24,225         68,022          24,098
                                 ---------     ---------      ---------       ---------
Weighted average common
  shares - for diluted EPS       8,258,803     8,203,082      8,262,468       8,199,637
</TABLE>

   In years where net losses are incurred, diluted weighted average common
shares are not used in the calculation of diluted earnings per share as it would
have an anti-dilutive effect on EPS.  In addition, options to purchase 411,320
and 316,420 additional weighted average shares of common  stock during the nine
months of 1998 and 1997 were not included in the diluted EPS as the options'
exercise prices were greater than the average market price and the effect would
be antidilutive.

                                     10

<PAGE> 11
                        WICKES INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

7.  OPERATIONAL RESTRUCTURING
    -------------------------
    In  February of 1998, the Company announced a restructuring plan, the  "1998
Plan",  which  included  the  closing  or  consolidation  of  eight  sales   and
distribution facilities and two component manufacturing facilities in  February,
the  sale  of  two additional sales and distribution facilities  in  March,  and
further   reductions   in  headquarters  staffing.   The  Company   recorded   a
restructuring charge of $5.4 million, which included $3.7 million in anticipated
losses  on the disposition of closed center assets and liabilities, $2.0 million
in  severance  and  post employment benefits related to the  1998  Plan,  and  a
benefit of $300,000 for adjustments to prior years' restructuring accruals.  The
$3.7  million  in  anticipated losses includes the  write-down  of  assets,  net
realizable  value, of $3.4 million and $300,000 in real estate  carrying  costs.
The  $2,000,000 in severance and post employment benefits covered  approximately
250  employees  that  were  released as a result of reductions  in  headquarters
staffing and the closing or consolidation of the ten operating facilities.   The
$300,000  benefit  from  prior  years was  a  result  of  accelerated  sales  of
previously  closed facilities during the fourth quarter of 1997  and  the  first
quarter  of 1998.  The acceleration of these sales resulted in a change  in  the
estimate  of  facility carrying costs for the sold facilities.  No restructuring
or unusual items were recorded in the first nine months of 1997.

    In  the third quarter of 1998, the Company recorded additional restructuring
expense  of  $500,000 as a result of certain costs, including facility  carrying
costs  and severance costs, that were in excess of estimates or unknown  at  the
time the plan was announced, but incurred as a result of the 1998 Plan.


8.  RELATED PARTY TRANSACTION
    -------------------------
    In  February  1998,  as part of the determination made  by  the  Company  to
discontinue  or sell non-core programs, the Company sold certain  operations  to
its majority stockholder for a three-year $870,000 unsecured promissory note and
10%  of  future net income of these operations (subject to a maximum of $429,249
plus  interest).   At November 1, 1998, the Company's majority  stockholder  had
made  payments  of  $115,752 under the promissory note but was  delinquent  with
respect to required payments of approximately $88,854 of principal and interest.

                                     11

<PAGE> 12
                        WICKES INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (UNAUDITED)

9.  SUBSEQUENT EVENT
    ----------------
    On July 16, 1998, the Company announced an agreement in principle to acquire
Eagle Industries Inc., an Indianapolis, Indiana component manufacturer with 1997
sales  of  $10.5  million.  Eagle Industries manufactures and  distributes  roof
trusses, wall panels and other building materials to the home building industry.
The transaction has been substantially completed.


10. BARTER TRANSACTION
    ------------------
    In September of 1998, the Company entered into a one-time transaction in
which it exchanged clearance merchandise, with a book value of $1.2 million, for
barter credits at a stated value of $1.6 million.  No effect to earnings was
recorded at that time and the barter credits were recorded as a prepaid expense
with a value of $1.2 million.  The Company has restated its September 1998
financial statements upon receiving written confirmation from a second "Big-
Five" accounting firm and after careful review and concurrence of its Board of
Directors Audit Committee.  A non-cash charge of $844,000 has now been recorded
to reduce the value of the inventory exchanged, and the resulting book value of
the barter credits, from $1.2 million to $350,000.  As a result of this change,
the Company would record increased future earnings for each dollar of barter
credits used in excess of $350,000.

    The following table reconciles the amounts previously reported to the
amounts currently being reported in the condensed consolidated statements of
operations for the three months ended September 26, 1998 (amounts in thousands,
except per share data).
<TABLE>
<CAPTION>
                                                  Restatement
                                  Previously       for Barter
                                   Reported       Transaction     As Restated
                                  ----------      -----------     -----------
<S>                              <C>              <C>            <C>
Income (loss) before income taxes $  4,861         $   (844)      $   4,017
Provision for income taxes           2,051             (330)          1,721
                                    ------           ------          ------
Net income (loss)                 $  2,810         $   (514)      $   2,296
                                    ======           ======          ======
Basic and diluted income (loss)
 per common share                 $   0.34         $  (0.06)      $    0.28
                                    ======           ======          ======
</TABLE>



                                     12

<PAGE> 13
        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 27, 1997.

    In September of 1999, the Company amended this filing as a result of a
change in the accounting for a barter transaction which occured in September of
1998.  For a description of the transaction and the resulting changes see Note
10 of Notes to Condensed Consolidated Financial Statements included elsewhere
herein.


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

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

<TABLE>
<CAPTION>
                            Three Months Ended         Nine Months Ended
                            ------------------         -----------------
                           Sept. 26,  Sept. 27,       Sept. 26,  Sept. 27,
                             1998       1997            1998       1997
                           --------   --------        --------   --------
<S>                        <C>        <C>             <C>        <C>
Net sales                    100.0%     100.0%          100.0%     100.0%
Gross profit                  23.1%      22.6%           23.6%      22.8%
Selling, general and
  administrative expense      19.0%      19.2%           20.4%      20.5%
Depreciation, goodwill and
  trademark amortization       0.5%       0.4%            0.6%       0.5%
Provision for doubtful
  accounts                     0.2%       0.1%            0.3%       0.1%
Restructuring and unusual
  items                        0.2%        --             0.9%        --
Other operating income        (0.5)%     (0.8)%          (0.8)%     (0.7)%
Income from operations         3.7%       3.7%            2.2%       2.4%

</TABLE>
                                      13
<PAGE> 14
Net Earnings
------------
   The first nine months of 1998 presented favorable economic conditions for the
building  materials  supply industry, despite significant  deflation  in  lumber
prices.   Single family housing starts were up 10.1% over the first nine  months
of  1997.   During the first quarter of 1998, the positive effects of  the  mild
winter  in  the  Company's Midwest region, the Company's  primary  region,  were
partially offset by increased precipitation in the Northeast and South.  Weather
conditions  during the first quarter of 1997 were closer to historical  seasonal
averages.

   Net  income  for  the three months ended September 26, 1998  was  $2,296,000
compared  with  income of $1,833,000 for the three months  ended  September  27,
1997. The increase in the net income for the three month period is primarily the
result  of reductions  in selling, general  and administrative ("SG&A") expense,
and the  elimination  of equity  in  losses  of an affiliated company.  The
impact of these  changes  was  partially  offset  by a reduction in other
operating income, increases  in  interest  expense, depreciation, restructuring
and unusual items and provision for doubtful accounts, and a slight decrease in
gross profit.

    Net  loss for the first nine months of 1998 was $1,717,000 compared  with  a
loss  of $2,015,000 for the first nine months of 1997.  The improvement  in  net
loss is primarily the result of increases in sales and gross profit margin,  the
elimination of equity in losses of an affiliated company, and increases in other
operating  income.  The impact of these improvements was partially offset  by  a
$5.9  million  charge for restructuring and unusual items and increases  in  the
provision  for  doubtful  accounts, depreciation,  interest  expense,  and  SG&A
expense.


Operational Restructuring
-------------------------
    In  the  first quarter of 1998, the Company announced a plan for  additional
restructuring  activities (the "1998 Plan").  The Company  recorded  charges  of
$5.4  million in the first quarter of 1998 and $0.5 million in the third quarter
of  1998  as a result of the 1998 Plan.  For a description of the 1998 Plan  see
Note 7 of "Notes to Condensed Consolidated Financial Statements."


                 Three Months Ended September 26, 1998 Compared
                 ----------------------------------------------
                    with the Three Months September 27, 1997
                    ----------------------------------------
Net Sales
---------
   Sales for the third quarter of 1998 of $261.1 million decreased 1.9% from the
$266.3  million  recorded in the third quarter of 1997.  The  Company  estimates
that approximately $7.8 million of this decrease (or approximately 3.0% of third
quarter  1997 sales) can be attributed to lumber price deflation.   Despite  the
lumber price deflation,  same store sales increased 4.9% compared with the  same
period last year.  Same store sales to the Company's primary customers, building
professionals,  also increased 7.1%, while consumer same store  sales  decreased
8.1%.   As of September 26, 1998 the Company operated 101 sales and distribution
facilities, 10 less than it operated at the end of the third quarter of 1997.

                                     14

<PAGE> 15
   The Company believes that its investments in its target major markets and re-
merchandised conventional market sales and distribution facilities, as  well  as
favorable  economic conditions have offset the reduction in operating facilities
and commodity lumber deflation.  Same store sales increased 20% in the Company's
nine  target major markets, while same store sales increased 12% in the 11 sales
and  distribution  facilities which the Company had finished remerchandising  by
the  end  of  the  second quarter of 1998.  Single family  housing  starts  were
approximately 9.8% higher, nationally, in the third quarter of 1998 than in  the
comparable  period of 1997.  In the Company's primary geographical  market,  the
Midwest, single family housing starts were up 5.1%.


Gross Profit
------------
      1998  third  quarter gross profit decreased to $60.2  million  from  $60.3
million  for  the  third quarter of 1997, a 0.1% decrease.  Gross  profit  as  a
percentage of sales increased to 23.1% for the third quarter of 1998 from  22.6%
in  1997.   The  increase in gross profit as a percentage of sales is  primarily
attributable  to  improved  margins  on the  Company's  internally  manufactured
products  and lower product costs. These improvements were partially  offset  by
the  effects of lumber deflation, estimated to have reduced gross profit by $1.7
million for the quarter when compared with third quarter of 1997 and a $844,000
charge for the revaluation of a portion of the Company's inventory as the result
of a barter transaction (see Note 10 of Notes to Condensed Consolidate Financial
Statements included elsewhere herein).  Sales to building professionals, as a
percentage of total sales, increased to 86.5% from 84.7%  for  the third quarter
of 1997. Lumber and building materials accounted for 90.3% of sales in the third
quarter of 1998, compared with 89.0% in the third quarter of 1997.


Selling, General and Administrative Expense
-------------------------------------------
    SG&A  expense decreased to 19.0% of net sales in the third quarter  of  1998
compared  with  19.2% of net sales in the third quarter of 1997.   Much  of  the
reduction can be attributed to expense reductions as part of the Company's  1998
Plan and the completion of most of the Company's remerchandising programs during
or prior to the end of the second quarter of 1998.

    Decreases  as  a  percentage of sales in general  office,  travel,  employee
relocation,  professional  fees,  and remerchandising  expenses  were  partially
offset  by  increases  in  salaries and wages, and  real  estate  rent  expense.
Salaries,  wages  and employee benefits increased as a percentage  of  sales  by
0.3%.   As of September 26, 1998, the Company had 3,948 full time and part  time
employees, a decrease of 5.3% from September 27, 1997.  Salaries and  wages  for
the  fourth  quarter will be adversely affected by approximately $600,000  as  a
result  of a payment made to a former executive officer in connection  with  his
separation from the Company.

                                     15

<PAGE> 16
Depreciation, Goodwill and Trademark Amortization
-------------------------------------------------
    Depreciation, goodwill and trademark amortization increased to $1.3  million
for the third quarter of 1998 compared with $1.1 million for the same period  in
1997.   This  increase is primarily due to depreciation on rental equipment  and
the additional equipment and facilities implemented as a result of the Company's
major market and remerchandising programs.


Provision for Doubtful Accounts
-------------------------------
    The Company recorded an expense from the provision for doubtful accounts  of
$0.6  million  in  the third quarter of 1998, compared with an expense  of  $0.3
million in the third quarter of 1997.


Restructuring and Unusual Items
-------------------------------
    In  the third quarter of 1998, the Company recorded additional restructuring
expense  of  $500,000 as a result of certain costs, including facility  carrying
costs  and severance costs, that were in excess of estimates or unknown  at  the
time the plan was announced, but incurred as a result of the 1998 Plan.   For  a
description  of  the  1998 Plan see Note 7 of "Notes to  Condensed  Consolidated
Financial Statements."


Other Operating Income
----------------------
    Other  operating  income  for the third quarter of  1998  was  $1.2  million
compared  with  $2.1 million for the third quarter of 1997.   During  the  third
quarter  of  1997, the Company recorded gains of approximately $700,000  on  the
sale  of  previously closed sales and distribution facilities.   There  were  no
significant sales of real estate in the third quarter of 1998.


Interest Expense
----------------
    In the third quarter of 1998 interest expense increased to $5.6 million from
$5.5 million for the third quarter of 1997, resulting primarily from an increase
in  average total long term debt of approximately $3.8 million, partially offset
by  a  decrease  in  the effective borrowing rate on total  long  term  debt  of
approximately 10 basis points.  The decrease in the effective borrowing rate  is
primarily due to a small reduction in the LIBOR rate.  Approximately 94% of  the
Company's third quarter average borrowings on its revolving credit facility were
LIBOR-based.
                                     16

<PAGE> 17
Equity in Loss of Affiliated Company
------------------------------------
    In  the  third  quarter  of  1997 the Company recorded  equity  in  loss  of
affiliated company of $704,000.  The Company's net  equity in this affiliate was
reduced  to zero at December 31, 1997 thus no additional equity losses for  this
affiliate were recorded in 1998.


Provision for Income Taxes
--------------------------
   The Company recorded income tax expense of $1.7 million for the third quarter
of  1998 compared with an expense of $1.8 million in the third quarter of  1997.
An  effective  federal  income tax rate of 39.0% was used to  calculate  federal
income  taxes for the third quarter of 1998, compared with an effective rate  of
39.1%  for the third quarter of 1997.  In addition to the effective federal  tax
rate,  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 and 1997, 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.

                                     17

<PAGE> 18
                  Nine Months Ended September 26, 1998 Compared
                  ---------------------------------------------
                  with the Nine Months Ended September 27, 1997
                  ---------------------------------------------
Net Sales
---------
   Although net sales for the first nine months of 1998 increased 0.6% to $667.0
million from $663.0 million for the first nine months of 1997, same store  sales
increased  6.7%  compared with the same period last year, despite  deflation  in
lumber  prices which the Company estimates reduced sales by approximately  $23.2
million,  or  approximately 3.5%, compared with 1997 comparable period  pricing.
Same  store  sales  to the Company's primary customers, building  professionals,
also increased 8.3% when compared with the first nine months of  1997.  Consumer
same store sales decreased 6.6% for the first nine months.  As of September  26,
1998 the Company operated 101 sales and distribution facilities, 10 less than it
operated at the end of the third quarter of 1997.

   The Company believes that its investments in its target major markets and re-
merchandised conventional market sales and distribution facilities, as  well  as
favorable economic and weather conditions have offset the reduction in number of
operating facilities and commodity lumber deflation.  Same store sales increased
25% in the Company's nine target major markets, while same store sales increased
18%   in   the  11  sales  and  distribution  facilities  the  Company  finished
remerchandising  by  the  end of the second quarter  of  1998.    Single  family
housing starts were 10.1% higher, nationally, in the first nine months of   1998
than  in  the  comparable period of 1997.  In the Company's primary geographical
market,  the  Midwest, single family housing starts were up  6.8%.   During  the
first  quarter of 1998, the positive effects of the mild winter in the Company's
Midwest region, the Company's primary region, were partially offset by increased
precipitation in the Northeast and South.  Weather conditions during  the  first
quarter of 1997 were closer to historical seasonal averages.


Gross Profit
------------
   Gross profit during the first nine months of 1998 increased to $157.3 million
from  $151.5 million for the first nine months of 1997, a 3.8% increase.   Gross
profit as a percentage of sales increased to 23.6% for the first nine months  of
1998  from 22.8% in 1997.  The increase in gross profit as a percentage of sales
is  primarily  attributable  to improved product  costs,  increased  margins  on
internally  manufactured  products  and a reduction  in  costs  associated  with
physical inventory count adjustments.  These improvements were partially  offset
by  the  effects of lumber deflation, estimated to have reduced gross profit  by
$7.8 million for the first nine months  when compared with the first nine months
of  1997 and a $844,000 charge for the revaluation of a portion of the Company's
inventory as the result of a barter transaction (see Note 10 of Notes to
Condensed Consolidated Financial Statements included elsewhere herein).   Sales
to building professionals, as a percentage  of  total  sales, increased to 87.8%
for the first nine months of 1998 from 86.2% for the same period in 1997. Lumber
and building materials accounted for 89.3% of sales in the first half of 1998,
compared with 88.8% in the first nine months of 1997.

                                      18
<PAGE> 19
Selling, General and Administrative Expense
-------------------------------------------
    SG&A expense as a percent of sales decreased slightly, to 20.4% of net sales
in  the first nine months of 1998 compared with 20.5% of net sales in the  first
nine  months of 1997. Increased expenses attributable to major market  expansion
programs and remerchandising of sales and distribution facilities were more than
offset  through  reductions in other areas, primarily  the  reduction  of  costs
anticipated  under the Company's operational restructuring plan, implemented  in
the first quarter of 1998.

    Decreases  as a percentage of sales in professional fees, marketing,  travel
and  general  office expense were partially offset by increases in salaries  and
wages,  and real estate rental expenses.  Salaries, wages and employee  benefits
for  the first nine months  of 1998, increased as a percentage of sales by  0.4%
when compared with the first nine months of 1997.

                                     18

<PAGE> 19
Depreciation, Goodwill and Trademark Amortization
-------------------------------------------------
    Depreciation, goodwill and trademark amortization increased to $3.8  million
for the first nine months of 1998 compared with $3.5 million for the same period
in 1997.  This increase is primarily due to depreciation on rental equipment and
the additional equipment and facilities implemented as a result of the Company's
major   market  and  remerchandising  programs,  partially  offset  by   reduced
depreciation  on  vehicles.   The Company's tool rental  program  was  initiated
during  1997 and no depreciation on rental equipment was recorded in  the  first
half of 1997.


Provision for Doubtful Accounts
-------------------------------
    The  provision for doubtful accounts increased to $1.8 million for the first
nine  months  of 1998 from $0.9 million in the first nine months of  1997.   The
primary  reason  for  the  increase  is the better  than  historical  collection
performance achieved during the first nine moths of 1997, expense of  only  0.1%
of total sales.


Restructuring and Unusual Items
-------------------------------
    Through the first nine months of 1998 the Company has recorded $5.9  million
in restructuring charges as a result of the 1998 Plan.  For a description of the
1998 Plan see Note 7 of  "Notes to Condensed Consolidated Financial Statements."

                                      19
<PAGE> 20
Other Operating Income
----------------------
    Other  operating income for the first nine months of 1998 was  $5.0  million
compared with $4.5 million for the first nine months of 1997.  During the  first
nine  months of 1998, the Company recorded a gain of approximately $1.8  million
on  the sale of two sales and distribution facilities located in Iowa, two other
closed  facilities, and excess equipment. A gain of $180,000 on  the  difference
between insured replacement cost and book value of inventory, as a result  of  a
fire  at one of its sales and distribution facilities was also recorded  in  the
first  half  of  1998.  In the first nine months of  1997, the Company  recorded
gains of approximately $1.3 million on the sale of  five previously closed sales
and distribution facilities.


Interest Expense
----------------
   In the first nine months of 1998, interest expense increased to $16.5 million
from  $15.9  million  during the first nine months of 1997, resulting  primarily
from an increase in average total long term debt of approximately $10.7 million,
partially  offset by a decrease in the effective borrowing rate  on  total  long
term  debt  of  approximately 25 basis points.  The decrease  in  the  effective
borrowing  rate  is  primarily due to a reduction in the interest  rate  on  the
Company's revolving line of credit, effective April 11, 1997.  Approximately 94%
of  the Company's average borrowings on its revolving credit facility during the
first nine months of 1998 were LIBOR-based.


Equity in Loss of Affiliated Company
------------------------------------
    In  the  first nine months of 1997 the Company recorded equity  in  loss  of
affiliated company of $1.5 million.  The Company's net equity in this  affiliate
was  reduced to zero at December 31, 1997 thus no additional equity  losses  for
this affiliate were recorded in 1998.


Provision for Income Taxes
--------------------------
    The  Company recorded an income tax expense of $91,000 for the  first  nine
months of 1998 compared with an expense of $531,000 in the first nine months  of
1997.  An  effective  federal income tax rate of 39.0%  was  used  to  calculate
federal  income  taxes  for  the first nine months of  1998,  compared  with  an
effective rate of 39.1% for the first nine months of 1997.  In addition  to  the
effective  federal  tax rate, state income and franchise taxes  were  calculated
separately and are included in the provision reported for both years.

    For  a  discussion  of  the  Company's deferred  tax  assets  and  valuation
allowance,  see the discussion above in the third quarter comparison  under  the
heading "Provision for Income Taxes."

                                      20
<PAGE> 21
Recently Issued Accounting Pronouncements
-----------------------------------------
   Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income,"   establishes  standards for reporting  and  display  of  comprehensive
income and its components in a full set of general-purpose financial statements.
The  term  comprehensive income is defined as the change  in  the  equity  of  a
business.  Comprehensive income includes net income as well as other  components
(revenues, expenses, gains, and losses) that under generally accepted accounting
principles  are excluded from net income but affect equity.  The  statement  was
effective  for fiscal years beginning after December 15, 1997, however,  as  the
Company  has  no  items  of other comprehensive income  this  statement  is  not
applicable to the Company.

    Statement  of  Financial  Accounting Standards No.  131,  "Disclosure  about
Segments  of  an  Enterprise  and  Related Information,"  changes  Statement  of
Financial  Accounting Standards No. 14 by requiring a new framework for  segment
reporting and includes the disclosure of financial information related  to  each
segment.   The statement was effective for fiscal years beginning after December
15,  1997,  however,  adoption of this statement  is  not  required  in  interim
statements  in  the  initial  year of application.   The  Company  is  currently
evaluating the effects of this pronouncement.

    Statement of Financial Accounting Standards No. 132, "Employers' Disclosures
About  Pensions and Other Postretirement Benefits," standardizes the  disclosure
requirements for pensions and other postretirement benefits, requires additional
information on changes in the benefit obligation and fair values of plan  assets
and eliminates certain disclosures that are no longer useful.  This statement is
effective  for  fiscal  years beginning after December 15,  1997.   The  Company
believes that the adoption of this statement will not have a significant  impact
on its financial statements.

     Statement  of  Financial  Accounting  Standards  No.  133  "Accounting  for
Derivative  Instruments  and  Hedging Activities,"  establishes  accounting  and
reporting  standards  requiring  that  every  derivative  instrument,  including
certain derivative instruments imbedded in other contracts, be recorded  in  the
balance  sheet as either an asset or liability measured at its fair value.   The
statement  also  requires  that  changes  in  the  derivative's  fair  value  be
recognized in earnings unless specific hedge accounting criteria are met.   This
statement  is  effective for fiscal years beginning after June  30,  1999.   The
Company believes that the adoption of this statement will not have a significant
impact on its financial statements.


Year 2000
---------
    The  Year 2000 problem relates to the inability of certain computer programs
and  computer hardware to properly handle dates after December 31, 1999.   As  a
result businesses may be at risk for miscalculations and systems failures.

                                      21
<PAGE> 22
    In response to the Year 2000 issue, the Company initiated a project in early
1997  to  identify, evaluate and implement changes to its existing  computerized
business  systems.  An inventory was developed of all items of concern including
vehicles, manufacturing equipment, and security, heating and electrical systems.
Upon completion of the inventory a plan was developed to evaluate the importance
of  each  item,  the  remediation necessary to make the item  compliant  (either
modification   or  replacement),  the  resources  necessary  to   complete   the
remediation, and a time frame for completion.  The plan was then reviewed by  an
outside party for completeness. The plan also includes the steps the Company  is
taking  to ensure it is not at risk for problems that may occur at its suppliers
or  customers.  The  Company has surveyed its customers,  suppliers,  and  other
service providers to determine whether they are actively involved in projects to
ensure  that  their products and business systems will be Year  2000  compliant.
Management  is  currently reviewing their responses and evaluating  alternatives
for those that are not sufficiently addressing the Year 2000 issue.

    The  Company  is  addressing its software, hardware,  and  equipment  issues
through  a combination of modifications to existing programs and conversions  to
Year  2000  compliant software and equipment.  The Company believes that  it  is

                                     21

<PAGE> 22
currently  90%  complete  with  hardware and equipment  related  remediation  or
replacement  efforts, and 60% complete in software remediation  or  replacement.
The  Company's  plan is to be totally compliant by September of  1999.   Certain
systems, which have critical dates prior to September, are scheduled for earlier
completion  dates or have been completed.  At the present time  the  remediation
process is proceeding as planned and there are no significant delays expected.

    The  estimated  total cost of the project is expected to  be  $2.7  million.
$500,000 of this cost is for the replacement of systems and equipment which  was
accelerated due to the Year 2000 problem, and which will be capitalized over the
systems estimated useful life.  Through the end of the third quarter of 1998 the
Company has expended a total of $700,000 on Year 2000 remediation.

     If  modifications  and conversions by the Company, and  those  it  conducts
business with, are not made in a timely manner, the Year 2000 issue may  have  a
material  adverse  effect  on the Company's business, financial  condition,  and
results  of  operations.  The Company's greatest risk at this time is  with  its
store operating and accounts receivable systems and its inventory suppliers.  If
the  store operating system has problems the Company could experience disruption
in  its  basic  distribution operations.  A problem with the Company's  accounts
receivable  system  could cause some short term working capital  and  cash  flow
problems until the issue is resolved.  While the Company has extended efforts to
receive  assurances  that its product suppliers are adequately  addressing  this
issue,  the  Company  expects  there  will  be  some  minimal  interruptions  in
replenishment from some suppliers, but these should be addressed quickly through
alternative sources.
                                      22
<PAGE>23
     The  Company  has  evaluated  each problem  area  for  various  contingency
responses  to  mitigate  any disruption should remediation  be  incomplete.   At
present  senior  management is reviewing critical items to ensure  there  is  at
least  one workable alternative to each of its key processes including inventory
replenishment,  sales  and accounts receivable, payroll, and  manufacturing  and
delivery  equipment.  Milestones for completion of critical  systems  are  being
closely  monitored  to minimize the chances of a Year 2000 failure  in  the  key
processes.

                                      23

<PAGE> 24
                         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 1998 net cash used in operating  activities
was  $24.4 million, $14.3 million less than the $38.7 million used in the  first
nine  months  of 1997.  With the peak building season historically occurring  in
the second and third quarters, the Company normally experiences increases in its
inventory  levels during the first quarter to meet anticipated sales  increases,
and in the second quarter increases in accounts receivable occur as a result  of
the  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 1998, but  an  increase  in  accounts
receivable  and  reductions in accounts payable resulted in negative  cash  flow
from operations of $3.3 million for the quarter.

    The Company's accounts receivable balance at the end of the third quarter of
1998  increased  $1.0 million when compared to the end of the third  quarter  of
1997,  an  increase  of  1.0%.   Approximately  $456,000  of  this  increase  is
attributable  to  increased credit sales during September  1998,  compared  with
September 1997.

    Inventory at the end of the third quarter of 1998 was $4.8 million, or 4.1%,
lower than at the end of the third quarter of 1997.  Approximately $11.2 million
in inventory reduction is attributable to the closing, consolidation, or sale of
10 sales and distribution facilities and two manufacturing facilities during the
first  quarter  of 1998.  This reduction is partially offset by  increased  same
store  inventory  to  accommodate the increase in same  store  sales.   Accounts
payable  at  the  end of the third quarter of 1998 decreased approximately  $3.3
million,  or  6.5%  from the third quarter of 1997.  This  change  is  primarily
attributable to lower total inventory.

    The Company's capital expenditures consist primarily of the construction  of
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.  In the first nine months of 1998 the Company spent $3.2 million  on
capital expenditures compared to $5.0 million for the same period in 1997.   The
Company expects to spend approximately $4.0 million for all of 1998.  Under  the
Company's  bank  revolving  credit agreement, as amended,  capital  expenditures
during  1998  are  limited to $6.0 million plus the proceeds from  the  sale  of
certain excess real estate plus the portion of 1997's capital expenditures  that
were  not  spent.   The  Company  expects to fund capital  expenditures  through
borrowings and its internally generated cash flow.

                                     24

<PAGE> 25
    During the first three months of 1998, the Company closed, consolidated,  or
sold  ten  sales  and  distribution facilities and two  component  manufacturing
facilities.  At November 1, 1998 the Company operated 101 sales and distribution
facilities and 12 component manufacturing facilities compared with 111 sales and
distribution facilities and 12 component manufacturing facilities at October 30,
1997.   The  following  table reconciles the number of  sales  and  distribution
facilities  and  component  manufacturing facilities operated  by  the  Company,
through November 1, 1998:
<TABLE>
<CAPTION>
                                  Sales and         Component
                                 Distribution     Manufacturing
                                  Facilities        Facilities

<S>                              <C>            <C>
As of December 27, 1997              111                11

   Expansion                           -                 2
   Acquisition                         -                 1
   Sold                               (2)                -
   Closings                           (7)               (2)
   Consolidation                      (1)                -
                                    ----              ----
As of November 1, 1998               101                12
                                    ====              ====
</TABLE>

    In  the  first  quarter of 1998 the Company opened a component manufacturing
operation  at its Rochester, Michigan facility.  In the third quarter a  similar
facility was opened at the Company's Elkhorn, Wisconsin location.

    On July 16, 1998, the Company announced an agreement in principle to acquire
Eagle Industries Inc., an Indianapolis, Indiana component manufacturer with 1997
sales  of  $10.5  million.  Eagle Industries manufactures and  distributes  roof
trusses, wall panels and other building materials to the home building industry.
The acquisition has been substantially completed.

   The Company maintained excess availability under its revolving line of credit
throughout the first nine months of 1998.  At the end of the third quarter total
borrowings under the revolving line of credit were $7.2 million less than at the
end  of  the third quarter of 1997.  At the end of the third quarter the Company
was  not in compliance with the fixed charge coverage covenant contained in  its
revolving line of credit.  The Company's lenders have waived the non-compliance.
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  26,  1998,
$117.5 million was outstanding under the Company's revolving line of credit, and
the   unused  availability  was  approximately  $12.2  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 Tax Benefit".

                                     25

<PAGE> 26
   On March 20, 1998, the Company and its lenders entered into a third amendment
to  the  Company's  revolving  credit  agreement.   This  amendment  includes  a
modification  to  the fixed charge ratio covenant to reflect  the  restructuring
announced  by the Company in February 1998 and includes the lenders' consent  to
the  Company's  sale  of  its  Iowa facilities and its  internet  and  utilities
marketing operations.

                                     26

<PAGE> 27
                                   PART II
                                   -------
                              OTHER INFORMATION
                              -----------------



Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits

          27.1  Financial data schedule (SEC use only).

     (b)  Reports on Form 8-K

          None.


                                     27

<PAGE>28
                                  SIGNATURES
                                  ----------
    Pursuant  to  the  requirements of Section 13 or 15 (d)  of  the  Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
Form 10-Q to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              WICKES INC.



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



                         By:  /s/ John M. Lawrence
                              --------------------
                              John M. Lawrence
                              Controller and Principal Accounting
                              Officer


Date:  October 1, 1999

                                     28


<PAGE> 29