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 25, 1999    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, 1999, the Registrant had 8,221,271  shares  of  Common
Stock, par value $.01 per share outstanding.




<PAGE> 2

                       WICKES INC. AND SUBSIDIARIES

                                   INDEX
                                   -----
<TABLE>
<CAPTION>

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

PART I.   FINANCIAL INFORMATION

   Item 1. Financial Statements

      Condensed Consolidated Balance Sheets
       September 25, 1999 and December 26, 1998 (Unaudited)      3

      Condensed Consolidated Statements of Operations
       For the three months and nine months ended
       September 25, 1999 and September 26, 1998 (Unaudited)     4

      Condensed Consolidated Statements of Cash Flows
       For the nine months ended September 25, 1999 and
       September 26, 1998 (Unaudited)                            5

      Notes to Condensed Consolidated
       Financial Statements (Unaudited)                          6

   Item 2. Management's Discussion and Analysis of Financial
            Condition and Results of Operations                 12

   Item 3. Quantitative and Qualitative Disclosures about
            Market Risk                                         25



PART II.  OTHER INFORMATION

   Item 6. Exhibits and Reports on Form 8-K                     26

</TABLE>

                                      2


<PAGE> 3

                       WICKES INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                (UNAUDITED)
                     (in thousands except share data)

<TABLE>
<CAPTION>
                                                      September 25,     December 26,
                                                          1999              1998
                                                        --------          --------
               ASSETS
<S>                                                   <C>               <C>
Current assets:
 Cash                                                 $       72        $       65
 Accounts receivable, less allowance for doubtful
     accounts of $4,231 in 1999 and $4,393 in 1998       134,537            92,926
 Notes receivable                                            474             1,095
 Inventory                                               131,250           103,716
 Deferred tax asset                                        8,857             8,857
 Prepaid expenses                                          3,181             2,808
                                                        --------          --------
  Total current assets                                   278,371           209,467
                                                        --------          --------

 Property, plant and equipment, net                       49,580            45,830
 Trademark (net of accumulated amortization of
  $10,663 in 1999 and $10,496 in 1998)                     6,357             6,523
 Deferred tax asset                                       17,482            17,482
 Rental equipment (net of accumulated depreciation
  of $899 in 1999 and $572 in 1998)                        2,083             1,883
 Other assets (net of accumulated amortization of
  $10,937 in 1999 and $9,502 in 1998)                     14,879            10,998
                                                        --------          --------
    Total assets                                      $  368,752        $  292,183
                                                        ========          ========

   LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
 Current maturities of long-term debt                 $        0        $       16
 Accounts payable                                         61,589            54,017
 Accrued liabilities                                      30,655            20,089
                                                        --------          --------
  Total current liabilities                               92,244            74,122
                                                        --------          --------

Long-term debt, less current maturities                  244,893           191,961
Other long-term liabilities                                3,060             2,952
Commitments and contingencies (Note 4)

Stockholders' equity:
 Preferred stock (no shares issued)
 Common stock (8,218,417 shares issued and
  outstanding in 1999 and 8,207,268 shares
  issued and outstanding in 1998)                             82                82
 Additional paid-in capital                               86,839            86,787
 Accumulated deficit                                     (58,366)          (63,721)
                                                        --------          --------
    Total stockholders' equity                            28,555            23,148
                                                        --------          --------
   Total liabilities & stockholders' equity           $  368,752        $  292,183
                                                        ========          ========

</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)
[CAPTION]
<TABLE>

                                                    Three Months Ended      Nine Months Ended
                                                    ------------------      -----------------
                                                   Sept. 25,  Sept. 26,    Sept. 25,  Sept. 26,
                                                     1999       1998         1999       1998
                                                   --------   --------     --------   --------
<S>                                               <C>        <C>          <C>        <C>
Net sales                                         $ 325,362  $ 261,137    $ 805,222  $ 667,024
Cost of sales                                       251,559    200,925      619,187    509,740
                                                  ---------   --------     --------   --------

  Gross profit                                       73,803     60,212      186,035    157,284
                                                  ---------   --------     --------   --------

Selling, general and administrative expenses         58,566     49,516      157,989    135,935
Depreciation, goodwill and trademark amortization     1,620      1,296        4,668      3,846
Provision for doubtful accounts                         467        551          873      1,760
Restructuring and unusual items                           -        501            -      5,932
Other operating income                               (1,315)    (1,240)      (4,375)    (5,045)
                                                   --------   --------     --------   --------
                                                     59,338     50,624      159,155    142,428
                                                   --------   --------     --------   --------
  Income from operations                             14,465      9,588       26,880     14,856

Interest expense                                      5,877      5,571       17,137     16,482
                                                   --------   --------     --------   --------
Income (loss) before income taxes                     8,588      4,017        9,743     (1,626)

Provision (benefit) for income taxes                  3,544      1,721        4,388         91
                                                   --------   --------     --------   --------

  Net income (loss)                               $   5,044  $   2,296    $   5,355  $  (1,717)
                                                   ========   ========     ========   ========

Basic income (loss) per common share              $    0.61  $    0.28    $     .65  $   (0.21)
                                                   ========   ========     ========   ========

Diluted income (loss) per common share            $    0.61  $    0.28    $     .65  $   (0.21)
                                                   ========   ========     ========   ========

Weighted average common shares - for basic        8,217,777  8,201,710    8,214,118  8,194,446
                                                  =========  =========    =========  =========

Weighted average common shares - for diluted      8,331,816  8,251,097    8,280,861  8,194,446
                                                  =========  =========    =========  =========

</TABLE>


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

                                      4

<PAGE> 5

                       WICKES INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                (UNAUDITED)
                              (in thousands)
<TABLE>
<CAPTION>
                                                                    Nine Months Ended
                                                                    -----------------
                                                               September 25,   September 26,
                                                                   1999             1998
                                                                 --------         --------
<S>                                                           <C>              <C>
Cash flows from operating activities:
   Net income (loss)                                            $   5,355        $  (1,717)
 Adjustments to reconcile net income (loss) to
   net cash used in operating activities:
 Depreciation expense                                               4,246            3,495
 Amortization of trademark                                            167              167
 Amortization of goodwill                                             255              184
 Amortization of deferred financing costs                           1,142            1,127
 Provision for doubtful accounts                                      873            1,760
 Gain on sale of assets                                            (1,435)          (1,574)
 Deferred tax benefit                                                   -             (305)
 Changes in assets and liabilities:
  Increase in accounts receivable                                 (40,727)         (24,807)
  Decrease in notes receivable                                        621            1,979
  Increase in inventory                                           (26,984)         (10,421)
  Increase in accounts payable and accrued liabilities             18,105            6,534
  Increase in other assets                                         (3,347)            (838)
                                                                 --------         --------
NET CASH USED IN OPERATING ACTIVITIES                             (41,729)         (24,416)
                                                                 --------         --------

Cash flows from investing activities:
 Purchases of property, plant and equipment                        (6,644)          (3,184)
 Payments for acquisitions                                         (7,196)               -
 Proceeds from sales of property, plant and equipment               2,608            3,629
                                                                 --------         --------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES               (11,232)             445
                                                                 --------         --------

Cash flows from financing activities:
 Net borrowing under revolving line of credit                      52,932           24,481
 Reductions of notes payable                                          (16)             (40)
 Net proceeds from issuance of common stock                            52               96
                                                                 --------         --------

NET CASH PROVIDED BY FINANCING ACTIVITIES                          52,968           24,537
                                                                 --------         --------
NET INCREASE (DECREASE) IN CASH                                         7              566
Cash at beginning of period                                            65               79
                                                                 --------         --------
CASH AT END OF PERIOD                                           $      72        $     645
                                                                 ========         ========

Supplemental schedule of cash flow information:
 Interest paid                                                  $  12,666        $  12,919
 Income taxes paid                                                    876              769
Supplemental schedule of non-cash investing and financing activities:
 The Company purchased capital stock and assets in conjunction with
 acquisitions made during the period.  In connection with these
 acquisitions, liabilities were assumed as follows:
  Purchase Price of assets acquired                             $   7,337        $       -
  Cash paid                                                        (7,196)               -
                                                                 --------         --------
  Liabilities assumed                                           $     141        $       -
                                                                 ========         ========
</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  condensed consolidated balance sheet as of December 26,  1998  has
been  restated  to  reflect an after-tax charge of $514,000  related  to  a
barter transaction entered into in the third quarter of 1998, see Note  10.
Barter Transaction.

    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 Company has determined that
it operates in one business segment, that being the supply and distribution
of  lumber  and  building  materials to building professionals  and  do-it-
yourself  customers, primarily in the Midwest, Northeast, and  South.   All
information  required by SFAS No. 131, "Disclosures about  Segments  of  an
Enterprise and Related Information", is included in the Company's financial
statements.

    The condensed consolidated balance sheet as of September 25, 1999,  the
condensed   consolidated  statements  of  operations  and   the   condensed
consolidated  statements of cash flows for the three-month  and  nine-month
periods  ended September 25, 1999 and September 26, 1998 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  25, 1999 and for all periods presented have been  made.  The
results for the three-month and nine-month periods ended September 25, 1999
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 26, 1998, filed with the Securities and  Exchange
Commission.

                                      6

<PAGE> 7
    Share Data
    ----------
    The Company issued 11,149 shares of Common Stock to members of its board
of  directors  as compensation during the nine months ended  September  25,
1999.


2.  ACQUISITIONS
    ------------
    The  Company  made two acquisitions during the first nine  months  of
1999,  both  component facilities, for a total cost  of  $7.2  million.  In
January  the  Company  acquired the assets of  a  wall  panel  manufacturer
located  in  Cookeville,  Tennessee and at the end  of  March  the  Company
acquired the assets of Porter Building Products, a manufacturer of  trusses
and wall panels, located in Bear, Delaware. The costs of these acquisitions
have  been  allocated on the basis of the fair market value of  the  assets
acquired and the liabilities assumed. The excess of the purchase price over
the  fair  value  of  the net assets acquired for one of  the  acquisitions
resulted in goodwill, which is being amortized over a 20-year period  on  a
straight-line  basis.   Both  acquisitions  have  been  accounted  for   as
purchases.  Operations of the companies acquired have been included in  the
accompanying  consolidated  financial  statements  from  their   respective
acquisition dates.


3.  LONG-TERM DEBT
    --------------
    Long-term debt is comprised of the following at September 25, 1999  (in
thousands):
<TABLE>
<S>                                           <C>
         Revolving line of credit              $  144,893
         Senior subordinated notes                100,000
         Less current maturities                       (0)
                                                 --------
         Total long-term debt                  $  244,893
                                                 ========
</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 25, 1999 was $41.7 million.

    On  February  17, 1999 the Company entered into a new revolving  credit
agreement  with a group of financial institutions.  On July  8,  1999,  the
Company  entered into a first amendment to this revolving credit  agreement
that  modified  the  definition  of "unused  availability."   As  modified,
"unused   availability"  means  the  borrowing  base  less  the  total   of
outstanding  loans and credits.  On September 9, 1999, the Company  entered
into  a  second  amendment that increased the maximum borrowing  from  $160
million  to $200 million during the seasonal period form May 15 to November
15  of each year.  Before these amendments, the maximum borrowing was  $145
million.
                                      7

<PAGE> 8

4.  INCOME TAXES
    ------------
    The provision for income taxes for the nine-month period ended September
25,  1999  was $4,388,000 compared to a provision of $91,000 for the  nine-
month  period  ended September 26, 1998.  An effective  federal  and  state
income  tax rate of 38.8% was used to calculate income taxes for the  first
nine months of 1999, compared with an effective rate of 39.0% for the first
nine  months  of 1998. In addition to the effective income tax rate,  state
franchise  taxes  were  calculated  separately  and  are  included  in  the
provision reported.


5.  COMMITMENTS AND CONTINGENCIES
    -----------------------------
    At  September 25, 1999, the Company had accrued approximately  $132,000
(included in accrued liabilities at September 25, 1999) 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 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.  Since 1988, the Company  has  incurred
approximately  $2.0  million  of costs, net  of  insurance  and  regulatory
recoveries, with respect to the filling or removing of underground  storage
tanks and related investigatory and remedial actions. Insignificant amounts
of  contamination have been found on excess properties sold over  the  past
four years.  The Company has currently reserved $42,500 for estimated clean-
up costs at 11 of its locations.

    The Company has been identified as having used two landfills which  are
now  Superfund clean-up sites, for which it has been requested to reimburse
a  portion  of  the clean-up costs.  Based on the amounts claimed  and  the
Company's  prior  experience,  the Company has  established  a  reserve  of
$28,000 for these matters.

    The Company is one of many defendants in two class action suits filed in
August of 1996 by approximately 200 claimants for unspecified damages as  a
result  of  health  problems claimed to have been caused by  inhalation  of
silica dust, a byproduct of concrete and mortar mix, allegedly generated by

                                      8

<PAGE> 9

a  cement  plant with which the Company has no connection other than  as  a
customer.  The Company has entered into a cost sharing agreement  with  its
insurers, and any liability is expected to be minimal.

    The Company is one of many defendants in approximately 132 actions, each
of  which  seeks  unspecified  damages, 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.
Since  1993,  the Company has settled 23 similar actions for  insignificant
amounts,  and  another  188 of these actions have been  dismissed.   As  of
October 31, 1999 none of these suits have made it to trial.

    Losses in excess of the $132,000 reserved as of September 25, 1999  are
possible but an estimate of these amounts cannot be made.

    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's financial position, results of operations or liquidity.

    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.


6.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
    -----------------------------------------
    Statement  of  Financial Accounting Standards No. 133, "Accounting  for
Derivative Instruments and Hedging Activities," standardizes the accounting
for  derivative instruments by requiring that all derivatives be recognized
as  assets  and liabilities and measured at fair value.  The  statement  is
effective  for  fiscal years beginning after June 15,  2000.   The  Company
believes adoption of the statement will not have a material effect  on  its
financial statements.
                                      9

<PAGE> 10

7.  EARNINGS PER SHARE
    ------------------
    The  Company calculates earnings per share in accordance with Statement
of   Financial  Accounting  Standards  No.  128.   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. 25,    Sept. 26,    Sept. 25,     Sept. 26,
                                      1999         1998         1999          1998
                                    --------     --------     --------      --------
<S>                               <C>          <C>          <C>          <C>
Numerators:
  Net income (loss)-for basic
   and diluted EPS                $5,044,000   $2,296,000   $5,355,000   $(1,717,000)
                                   =========    =========    =========     =========
Denominators:
  Weighted average common
   shares - for basic EPS          8,217,777    8,201,710    8,214,118     8,194,446
  Common shares from options         114,039       49,387       66,743        54,370
                                   ---------    ---------    ---------     ---------
Weighted average common
  shares - for diluted EPS         8,331,816    8,251,097    8,280,861     8,248,816
                                   =========    =========    =========     =========
</TABLE>

    In  periods  where  net losses are incurred, diluted  weighted  average
common  shares are not used in the calculation of diluted EPS as  it  would
have  an  anti-dilutive effect on EPS.  In addition,  options  to  purchase
250,240 and 411,320 weighted average shares of common stock during the nine
months of 1999 and 1998, respectively, were not included in the diluted EPS
as the options' exercise prices were greater than the average market price.
In  June  1999 the Company revised its calculation of diluted earnings  per
share  to include the income tax benefit that would be realized if  options
were  exercised  with  no  effect on diluted earnings  per  share  for  the
reported period.


8.  RESTRUCTURING
    -------------
    During the first quarter of 1998 the Company implemented a restructuring
plan  which  resulted in the closing or consolidation of  eight  sales  and
distribution and two manufacturing facilities in February, the sale of  two
sales  and  distribution  facilities in March, and  further  reductions  in
headquarters staffing.  As a result of the 1998 Plan, the Company  recorded
a  restructuring  charge of $5.4 million in the first  quarter.   The  $5.4
million charge included $3.7 million in estimated losses on the disposition
of  closed  facility assets and liabilities, $2.0 million in severance  and
postemployment benefits related to the 1998 plan, and a benefit of $300,000
for  adjustments  to  prior years' restructuring  accruals.  In  the  third
quarter  of 1998, the Company recorded $501,000 in additional restructuring
expense as a result of certain facility carrying costs and severance costs,
unknown at the time the plan was announced, but incurred as a result of the
Plan.
                                      10

<PAGE> 11

9.  SUBSEQUENT EVENTS
    -----------------
    On October 19, 1999 the Company completed the purchase of the assets of
Advanced  Truss Systems, Inc. of Kings Mountain, North Carolina.   Advanced
Truss  Systems  is a manufacturer of engineered wood trusses,  with  annual
sales  of  approximately   $3.5 million, servicing the  greater  Charlotte,
North Carolina market.

    On November 1, 1999 the Company purchased the assets of United Building
Systems,  Inc.  of  Lexington,  Kentucky.  United  Building  Systems  is  a
manufacturer  of wall panels and roof and floor trusses, in the  Lexington,
Kentucky market, with annual sales of approximately  $4.1 million.


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.

    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>
                                      11

<PAGE> 12

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         ---------------------------------------------------------------
                           RESULTS OF OPERATIONS
                           ---------------------
    The  following  discussion  should be  read  in  conjunction  with  the
Condensed  Consolidated  Financial Statements and Notes  thereto  contained
elsewhere  herein  and  in  conjunction  with  the  Consolidated  Financial
Statements  and Notes thereto and Management's Discussion and  Analysis  of
Financial  Condition and Results of Operations contained in  the  Company's
Annual Report on Form 10-K for the year ended December 26, 1998.

                           RESULTS OF OPERATIONS

    The  following  table  sets  forth,  for  the  periods  indicated,  the
percentage  relationship to net sales of certain expense and income  items.
This  information includes the results from all sales and distribution  and
component manufacturing facilities operated by the Company, including those
closed or sold during the period.
<TABLE>
<CAPTION>
                                Three Months Ended     Nine Months Ended
                                ------------------     -----------------
                                Sept. 25,  Sept. 26,   Sept. 25, Sept. 26,
                                   1999      1998         1999      1998
                                --------   --------    --------  --------
<S>                             <C>        <C>         <C>       <C>

Net Sales                         100.0%    100.0%       100.0%    100.0%
Gross profit                       22.7%     23.1%        23.1%     23.6%
Selling, general and
  administrative expense           18.0%     19.0%        19.6%     20.4%
Depreciation, goodwill
  and trademark amortization        0.5%      0.5%         0.6%      0.6%
Provision for doubtful accounts     0.2%      0.2%         0.1%      0.3%
Restructuring and unusual items      --       0.2%          --       0.9%
Other operating income             (0.4)%    (0.5)%       (0.5)%    (0.8)%
Income from operations              4.4%      3.7%         3.3%      2.2%
</TABLE>

Net Earnings
------------
    Weather conditions during the first nine months of 1999 were relatively
close  to  seasonal averages.  In the first quarter of 1998  the  Company's
largest  region, the Midwest, experienced a very mild winter, which allowed
for  favorable building conditions, which was partially offset by increased
precipitation in the Northeast and South.  The third quarter  of  1998  and
first  nine  months  of  1999  had favorable economic  conditions  for  the
building materials supply industry.  Single family housing starts  in  1999
were 1.6% and 6.1% higher during the third quarter and first nine months of
1999, respectively, than during the comparable periods of 1998.

                                      12
<PAGE> 13

    Net  income  for  the three months ended September 25,  1999  was  $5.0
million  compared  with a net income of $2.3 million for the  three  months
ended  September 26, 1998.  The increase in net income for the  three-month
period is primarily the result of increased sales, gross profit, and  other
operating  income as well as a decrease in restructuring  charges  and  the
provision for doubtful accounts.  The positive impact of these changes  was
partially  offset  by  increases  in selling,  general  and  administrative
("SG&A"), depreciation and interest expenses.

     Net income for the first nine months of 1999 was $5.4 million compared
with  a  loss  of  $1.7  million for the first nine months  of  1998.   The
increase in net income for the nine-month period is primarily the result of
increased  sales and gross profit, and reductions in restructuring  charges
and  the  provision for doubtful accounts.  The positive  impact  of  these
changes  was  partially  offset  by increases  in  SG&A,  depreciation  and
interest expenses as well as a reduction in other operating income.


              Three Months Ended September 25, 1999 Compared
              ----------------------------------------------
              with the Three Months Ended September 26, 1998
              ----------------------------------------------

Net Sales
---------
    Net  sales  for  the third quarter of 1999 increased  24.6%  to  $325.4
million  from  $261.1 million for the third quarter of  1998.   Same  store
sales  increased 23.0% compared with the same period last year. Same  store
sales  to  the  Company's primary customers, building  professionals,  also
increased  27.8%  when compared with the third quarter of  1998.   Consumer
same  store  sales increased by 0.9% for the quarter.  As of September  25,
1999  the Company operated 101 sales and distribution facilities, the  same
number it operated at the end of the third quarter of 1998.

    The  Company estimates that inflation in lumber prices increased  total
sales  for  the quarter by approximately $23.9 million, compared  with  the
1998 comparable period.

    The Company believes that the sales increase results primarily from its
recent   investments   in   its  target  major   markets,   re-merchandised
conventional  market sales and distribution facilities, recent acquisitions
of  component  manufacturing  facilities  as  well  as  favorable  economic
conditions.  Sales increased 40.3% in the Company's nine  target  major
markets,  while  sales  increased  26.7%  in  the   13 conventional  market
building centers the Company has remerchandised  since 1997.  Component
manufacturing facilities acquired since the third  quarter of  1998 account
for $3.2 million of the third quarter 1999 sales increase.  Single  family
housing starts were 1.6% higher, nationally,  in  the  third quarter  of
1999 than in the comparable period of 1998.  In the  Company's  primary
geographical market, the Midwest, single family housing starts were
8.7% higher during this same period.

                                      13
<PAGE> 14

Gross Profit
------------
    1999  third quarter gross profit increased to $73.8 million from  $60.2
million for the third quarter of 1998, a 22.6% increase.  Gross profit as a
percentage of sales decreased to 22.7% for the third quarter of  1999  from
23.1%  in  1998.  The decrease in gross profit as a percentage of sales  is
primarily  attributable to an increased percentage  of  sales  to  building
professionals,  an  increased percentage of sales  attributable  to  lumber
products combined with lumber price volatility, and the expansion of the
Company's installed sales programs, partially offset by increased sales
and gross profit margins on internally manufactured products.

     The Company believes that inflation in lumber prices increased gross
profit by approximately  $3.7  million in the quarter.  Sales to building
professionals  as  a percentage of sales increased to 89.0%  in  the  third
quarter  of 1999 compared with 86.5% in 1998.  Lumber and related  products
accounted for 57.9% of sales in the third quarter of 1999, compared with
54.2% for the third quarter of 1998.


Selling, General and Administrative Expense
-------------------------------------------
    SG&A  expense decreased to 18.0% of net sales in the third  quarter  of
1999  compared with 19.0% of net sales in the third quarter of 1998.   Much
of  the  decrease  is attributable to operating leverage  achieved  through
increased sales volume.

    The  Company  experienced  decreases, as  a  percentage  of  sales,  in
salaries,   wages  and  benefits,  equipment  rental,  marketing  expenses,
professional  fees and maintenance expenses.  Salaries, wages and  employee
benefits  decreased as a percentage of sales by 0.2%.  As of September  25,
1999,  the Company had 4,565 full time and part time employees, an increase
of 15.6% from September 26, 1998.


Depreciation, Goodwill and Trademark Amortization
-------------------------------------------------
    Depreciation,  goodwill and trademark amortization  increased  to  $1.6
million  for the third quarter of 1999 compared with $1.3 million  for  the
same  period  in  1998.  This increase is primarily due to depreciation  on
three  component manufacturing facilities acquired since the second quarter
of 1998 and capital additions as a result of the Company's expansion of its
internal manufacturing operations and other strategic initiatives.

                                      14

<PAGE> 15

Restructuring and Unusual Items
-------------------------------
    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.

     In  the  third  quarter  of  1998,  the  Company  recorded  additional
restructuring  expense as a result of certain facility carrying  costs  and
severance  costs, unknown at the time the plan was announced, but  incurred
as a result of the Plan.

    No restructuring or unusual items were recorded in the third quarter of
1999.


Provision for Doubtful Accounts
-------------------------------
    The  provision for doubtful accounts for the third quarter of 1999  was
slightly lower than the expense recorded in the third quarter of 1998.   In
the  third quarter, the Company recorded a $467,000 provision for  doubtful
accounts, compared with $551,000 in the third quarter of 1998.


Other Operating Income
----------------------
    Other  operating income for the third quarter of 1999 was $1.3  million
compared with $1.2 million for the third quarter of 1998.  During the third
quarters  of  1999 and 1998 there were no significant sales of excess  real
estate.


Interest Expense
----------------
    In the third quarter of 1999 interest expense increased to $5.9 million
from  $5.6  million  during the third quarter of 1998, resulting  primarily
from  an  increase  in average total long-term debt of approximately  $33.9
million.   This  was  partially  offset by  a  decrease  in  the  effective
borrowing  rate on total long-term debt of approximately 95  basis  points.
The  decrease  in  the  effective borrowing rate  is  primarily  due  to  a
reduction in interest rate on the Company's revolving line of credit  as  a
result  of decreases in the average prime and LIBOR rates as well as  a  25
basis  point  reduction in the Company's borrowing spreads, effective  with
the   Company's  new  revolving  credit  agreement  in  February  of  1999.
Approximately 98% of the Company's third quarter average borrowings on  its
revolving credit facility were LIBOR-based.

                                      15

<PAGE> 16

Provision for Income Taxes
--------------------------
    The  Company recorded income tax expense of $3.5 million for the  third
quarter  of 1999 compared with expense of $1.7 million in the third quarter
of  1998.  An effective federal and state income tax rate of 38.7% was used
to  calculate income taxes for the third quarter of 1999, compared with  an
effective rate of 39.0% for the third quarter of 1998.  In addition to  the
effective income tax rate, state 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, 1997,  and  1998,
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.


               Nine Months Ended September 25, 1999 Compared
               --------------------------------------------
               with the Nine Months Ended September 26, 1998
               ---------------------------------------------

Net Sales
---------
    Net  sales for the first nine months of 1999 increased 20.7% to  $805.2
million from $667.0 million for the first nine months of 1998.  Same  store
sales  increased 20.0% compared with the same period last year. Same  store
sales to the Company's primary customers, building professionals, increased
23.0%  when  compared  with the first nine months of 1998.   Consumer  same
store  sales increased 1.7% for the same period.  As of September 25,  1999
the Company operated 101 sales and distribution facilities, the same number
it  operated  at  the  end  of the first nine months  of  1998.   Sales  of
approximately $4.0 million were recorded, in the first quarter of 1998, for
the  10  sales and distribution facilities that were sold or closed  during
that quarter.

    The  Company estimates that inflation in lumber prices increased  total
sales  for  the first nine months by approximately $31.5 million,  compared
with the 1998 comparable period.
                                      16

<PAGE> 17

    The Company believes that the sales increase results primarily from its
recent investments in its target major market, re-merchandised conventional
market  sales and distribution facilities, recent acquisitions of component
manufacturing  facilities as well as favorable economic conditions.  Sales
increased 29.2% in the Company's nine target  major  markets, while  sales
increased 23.9% in the  13  conventional  market building  centers  the
Company has remerchandised  since  1997.  Component manufacturing facilities
acquired since the second quarter of 1998  account for  $8.5  million  of the
nine month 1999 sales increase.   Single  family housing  starts were 6.1%
higher, nationally, in the first nine  months of 1999 than in the comparable
period of 1998.  In the  Company's  primary geographical market, the Midwest,
single family housing starts were 9.0% higher.


Gross Profit
------------
    Gross  profit  for  the first nine months of 1999 increased  to  $186.0
million  from  $157.3 million for the first nine months of  1998,  a  18.3%
increase.  Gross profit as a percentage of sales decreased to 23.1% for the
first nine months of 1999 from 23.6% in 1998.  The decrease in gross profit
as a percentage of sales is primarily attributable to rising lumber prices,
increased  percentage  of  sales to building  professionals,  an  increased
percentage  of sales attributable to lumber products combined with lumber
price volatility,  and the expansion of the Company's installed sales programs,
partially offset by increased sales and gross profit margins on internally
manufactured products.

    The Company believes that while inflation in lumber prices did increase
gross  profit  by approximately $4.7 million in the first  nine  months  of
1999,  gross profit as a percent of sales decreased due to significant  and
rapid cost increases, primarily during the second quarter, which could  not
be  passed  on  to  customers  as quickly.   Lumber  and  related  products
accounted  for  56.5% of sales in the first nine months of  1999,  compared
with 54.3% for the same period in 1998.  Sales to building professionals as
a  percentage of sales increased to 89.7% in the first nine months of  1999
compared with 87.8% in 1998.


Selling, General and Administrative Expense
-------------------------------------------
   SG&A expense decreased to 19.6% of net sales in the first nine months of
1999  compared  with 20.4% of net sales in the first nine months  of  1998.
Much of the decrease is attributable to operating leverage achieved through
increased sales volume, expense reductions achieved as a result of the 1998
first  quarter restructuring and reduced spending on major market expansion
programs in 1999.
                                      17

<PAGE> 18

    The  Company  experienced  decreases, as  a  percentage  of  sales,  in
salaries,  wages  and benefits, equipment rental, employee relocation,  and
headquarters administrative expense. Salaries, wages and employee  benefits
decreased as a percentage of sales by 0.5%.


Depreciation, Goodwill and Trademark Amortization
-------------------------------------------------
    Depreciation,  goodwill and trademark amortization  increased  to  $4.7
million  for  the first nine months of 1999 compared with $3.8 million  for
the same period in 1998.  This increase is primarily due to depreciation on
three  component manufacturing facilities acquired since the third  quarter
of  1998  as  well as capital additions as a result of the Company's  major
market program and expansion of the Company's manufacturing operations.


Provision for Doubtful Accounts
-------------------------------
    The  provision for doubtful accounts decreased to $0.9 million for  the
first  nine  months of 1999 from $1.8 million in the first nine  months  of
1998.   The  primary reasons for the decrease are improved  delinquency  on
1999  outstanding  accounts and increased expense in the first  quarter  of
1998 as a result of the delinquency of a major account.


Restructuring and Unusual Items
-------------------------------
    In  February of 1998, the Company announced and completed  a  plan  for
additional   restructuring  activities,  which  included  the  closing   or
consolidation  of  eight  building centers and two component  manufacturing
facilities  in  February, the sale of two additional  building  centers  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.  In the third quarter of  1998,  the
Company  recorded $501,000 in additional restructuring expense as a  result
of certain facility carrying costs and severance costs, unknown at the time
the plan was announced, but incurred as a result of the Plan.

   No restructuring or unusual items were recorded in the first nine months
of 1999.
                                      18

<PAGE> 19

Other Operating Income
----------------------
    Other  operating  income for the first nine months  of  1999  was  $4.4
million  compared with $5.0 million for the first nine months of 1998.   In
the  first  nine months of 1999 the Company recorded gains of approximately
$1.7  million on the sale of excess real estate and equipment compared with
$1.8 million in 1998.  In 1999, the Company recorded costs of $339,000  for
carrying  costs  of  closed operations and $471,000  for  casualty  losses,
including a fire at one of its component manufacturing facilities.  In 1998
the Company recorded no closed operation carrying costs and recorded a gain
of $35,000 for casualty losses. The gain on casualty losses was a result of
a $180,000 gain 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.


Interest Expense
----------------
    In  the  first nine months of 1999 interest expense increased to  $17.1
million  from $16.5 million during the first nine months of 1998, resulting
primarily from an increase in average total long-term debt of approximately
$21.5  million.  This was partially offset by a decrease in  the  effective
borrowing  rate on total long-term debt of approximately 53  basis  points.
The  decrease  in  the  effective borrowing rate  is  primarily  due  to  a
reduction in interest rate on the Company's revolving line of credit  as  a
result  of decreases in the average prime and LIBOR rates as well as  a  25
basis  point  reduction in the Company's borrowing spreads, effective  with
the   Company's  new  revolving  credit  agreement  in  February  of  1999.
Approximately  93%  of the Company's average borrowings  on  its  revolving
credit facility, during the first nine months of 1999, were LIBOR-based.


Provision for Income Taxes
--------------------------
    The  Company recorded income tax expense of $4.4 million for the  first
nine months of 1999 compared with $91,000 in the first nine months of 1998.
An  effective  federal  and state income tax rate  of  38.8%  was  used  to
calculate income taxes for the first nine months of 1999, compared with  an
effective rate of 39.0% for the first nine months of 1998.  In addition  to
the  effective  income  tax  rate, state 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 "Provision for Income Tax Benefit" in the discussion  above
of the comparative results for the three months.

                                      19
<PAGE> 20

Recently Issued Accounting Pronouncements
-----------------------------------------
    Statement  of  Financial Accounting Standards No. 133, "Accounting  for
Derivative Instruments and Hedging Activities," standardizes the accounting
for  derivative instruments by requiring that all derivatives be recognized
as  assets  and liabilities and measured at fair value.  The  statement  is
effective  for  fiscal years beginning after June 15,  2000.   The  Company
believes adoption of the statement will not have a material effect  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.

    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, and continues to query, 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 continues to review  their
responses  and  evaluate alternatives for those that are  not  sufficiently
addressing the Year 2000 issue.

    The  Company has addressed 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
all  of  its mission critical systems and hardware are now Year 2000 ready.
As  of  October 30, only a few non-critical software/system issues remained
to  be  resolved, and are expected to be compliant by the end of  November.
The Company will continue to perform additional system testing through mid-
December  to help insure all systems operate smoothly into the  year  2000.
The Company has completed pre-event contingency plans as well as post-event
testing  programs for all key systems in its operating units, in  order  to
identify and address any unforeseen issues prior to opening for business on
January 3.  Post-event testing of central systems will be completed by mid-
December,  and  the  Company continues to evaluate each  problem  area  for
various contingency responses to mitigate any disruption should remediation
be incomplete.
                                      20
<PAGE> 21

    The  estimated total cost of the project is $2.7 million.  $800,000  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 September of  1999  the
Company has expended a total of $2.2 million on Year 2000 remediation.

    If  modifications and conversions, by the Company and those it conducts
business  with, are not completed 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.

    The  most reasonably likely worst case scenario for a Year 2000 failure
would  involve a brief interruption of the Company's primary field  systems
application.  Given the high level of in-house expertise in the development
and  maintenance of this system, the expectation is that any  such  failure
would  involve  at worst a several day delay in processing.    The  Company
has,  and  will continue to spend a great deal of resources to ensure  that
this  system is compliant and will not be impacted by a Year 2000  failure.
As  a  contingency for a failure scenario, though, the Company has arranged
for  the  printing of key documents (sales orders scheduled  for  the  next
week,  special  orders  placed with suppliers, pricing  masters,  etc.)  on
December 31, at each location, which would allow the operations to continue
to operate, on a manual basis, for at least two weeks before there would be
a serious impairment to the business.  In addition, certain key systems and
operating  staff will be brought in on January 1 and 2, days on  which  the
operating facilities are scheduled to be closed, to perform system  testing
of the field applications and check equipment, utilities and other systems.
The  Company  can  and  has  applied  program  changes  to  all  sales  and
distribution facilities in a matter of hours.

                                      21
<PAGE> 22

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,  accounts
receivable, and acquisitions.

    During  the  first  nine  months of 1999 net  cash  used  in  operating
activities  was  $41.7 million, $17.3 million more than the  $24.4  million
used  in  the  first  nine months of 1998.  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  the anticipated increase in sales,  and  in  the  second
quarter,  increases  in  accounts receivable  occur  as  a  result  of  the
increased  sales activity.   The third quarter historically  provides  cash
through operating income and reductions in inventory as the Company  begins
its  seasonal  adjustments.  In the third quarter of 1999,  these  positive
cash flows were partially offset by an increase in accounts receivable, the
net result was a positive cash flow from operations of $1.3 million for the
quarter.

    The  Company's  accounts receivable balance at the  end  of  the  third
quarter  of  1999 increased $29.7 million when compared to the end  of  the
third  quarter of 1998, an increase of 28.3%.  This increase  is  primarily
the  result of a $17.0 increase in credit sales in September of 1999,  when
compared  with  September 1998 and a increase in sales to  larger  accounts
with extended payment terms.

    Inventory at the end of the third quarter of 1999 was $18.1 million, or
16.0%,  higher than at the end of the third quarter of 1998.  This increase
is  largely  attributable to the additional inventory necessary to  support
the  24.6%  increase  in  third quarter sales.   Significant  inflation  in
lumber,  drywall  and  insulation has also  had  a  significant  impact  on
increasing  inventory in 1999.  Accounts payable at the end of  the  second
quarter  of 1999 increased approximately $13.8 million, or 29.0%  from  the
third  quarter  of  1998.  The increase is primarily  attributable  to  the
increase in 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.  The Company may also from time to time  make
expenditures to establish or acquire operations to expand or complement its
existing  operations, especially in its major markets.  In the  first  nine
months  of 1999 the Company spent $6.6 million on capital expenditures  for
existing  operations as compared to $3.2 million for  the  same  period  in
1998.  The Company expects to spend approximately $7.5 million for  all  of
1999.    In  addition, $7.2 million was spent in the first nine  months  of
1999  for the acquisition of two component manufacturing facilities.  Under
the  Company's  new  bank revolving credit agreement, capital  expenditures
during   1999  are  limited  to  $8.5  million.   In  addition  to  capital

                                      22
<PAGE> 23

expenditures, this revolving credit agreement allows the Company  to  spend
up  to $30 million, subject to certain restrictions, for acquisitions.  The
Company  expects  to fund capital expenditures through borrowings  and  its
internally generated cash flow.

    In  January  of 1999, the Company acquired the assets of a  wall  panel
manufacturer  located in Cookeville, Tennessee; in March  it  acquired  the
assets  of  Porter  Building Products, a manufacturer of trusses  and  wall
panels located in Bear, Delaware, and in October it acquired the assets  of
Advanced  Truss  Systems,  a  manufacturer of  trusses,  located  in  Kings
Mountain,  North  Carolina.   In November, the Company  also  acquired  the
assets  of  United  Building  Systems, a manufacturer  of  wall  panels  in
Lexington  Kentucky.   The  Company will  consolidate  its  existing  panel
operations in Lexington with the new acquisition.

   In 1999, the Company began, or significantly expanded, the manufacturing
of wall components and/or trusses at seven manufacturing facilities located
with  the  Company's  sales and distribution facilities  in  Hopedale,  MA;
Elyria,  OH; Lexington, KY; Denton, NC; Elletsville, IN; Grand  Rapids,  MI
and  Jackson, TN.  At November 1, 1999 the Company operated 101  sales  and
distribution  centers  and 22 component manufacturing  facilities  compared
with  101  sales and distribution facilities and 12 component manufacturing
facilities  at  November 1, 1998.  In addition, the Company  does  a  small
amount  of  door  and window assembly out of three sales  and  distribution
facilities.   The  following  table reconciles  the  number  of  sales  and
distribution facilities and component manufacturing facilities operated  by
the Company, through November 1, 1999:
<TABLE>
<CAPTION>
                                         Sales and       Component
                                        Distribution   Manufacturing
                                         Facilities      Facilities
                                         ----------      ----------
<S>                                      <C>             <C>
As of December 26, 1998                      101             12

   Expansion                                   -              7
   Acquisition                                 -              4
   Closings                                    -              -
   Consolidation                               -             (1)
                                            ----           ----
As of November 1, 1999                       101             22
                                            ====           ====
</TABLE>

    At  September  25,  1999,  $144.9 million  was  outstanding  under  the
Company's  revolving  line  of  credit, and  the  unused  availability  was
approximately $41.7 million.  Total borrowings under the revolving line  of
credit  were $27.4 million higher than at the end of the third  quarter  of
1998.   Due  primarily  to  significant  increases  in  sales,  on  several
occasions during the third quarter of 1999, the Company did utilize  nearly
all  the  borrowing  available  under its revolving  line  of  credit.   On
September  9,  1999, in order to continue to support its significant  sales
growth  and  related increase in working asset levels, the Company  entered
into  a  Second Amendment to Credit Agreement with its bank lenders.   This
amendment  provides for a seasonal increase in the maximum borrowing  under

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<PAGE> 24

the revolving line of credit from $160 million to $200 million, from May 15
through November 15.  During this same period, the Company must maintain  a
minimum  unused availability of $20 million, compared with $15  million  in
excess  availability required from November 16 through May 14.  On July  8,
1999,  the Company entered into a First Amendment to Credit Agreement  with
its  bank  lenders.  Pursuant to this amendment, the definition  of  unused
availability contained in the Company's revolving line of credit  agreement
was modified.  Formerly, "unused availability" was defined as the lesser of
$160 million or the borrowing base, less the total of outstanding loans and
credits.   As modified, "unused availability" means the borrowing base less
the  total  of  outstanding loans and credits.  As a  result,  the  maximum
applicable  borrowing under the revolving credit agreement of $160  million
or $200 million can now be fully utilized.  Under the former definition the
maximum  was  limited to $145 million.  The Company believes  this  amended
agreement will provide sufficient funds for its anticipated operations  and
capital  expenditures.   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".

    On  February  17, 1999 the Company entered into a new revolving  credit
agreement  and  repaid  all  indebtedness  under  and  terminated  its  old
revolving  credit agreement.  Among other things, the changes  between  the
old  agreement and this new agreement include (i) an initial 25 basis point
reduction  in  the Company's LIBOR and prime borrowing rates to  200  basis
points  over  LIBOR and 50 basis points over prime, and further  provisions
for additional decreases in the borrowing rate if certain interest coverage
levels are achieved, (ii) an increase in the maximum credit line from  $130
million  to $160 million, (iii) a decrease in the unused line fee  from  50
basis  points  to  25 basis points, (iv) elimination of  the  fixed  charge
coverage requirement, (v) extension of the term of the agreement to June of
2003, (vi) increases, subject to the permitted discretion of the agent  for
the lenders,  in the percent of eligible accounts receivable to 85% from  a
range between 80% and 85% and the percent of eligible inventory to 60% from
a range between 50% and 60%.  Covenants under the new agreement do require,
among  other things, that the Company maintain unused availability (defined
as  the  amount by which the borrowing base exceeds outstanding  loans  and
credits)  under  the new revolving line of credit of at least  $15  million
(subject to increase in certain circumstances) and maintain certain  levels
of tangible capital funds.

    In  conjunction  with the new revolving credit agreement,  the  Company
terminated its interest rate swap agreement and entered into a new interest
rate swap agreement. This new agreement effectively fixed the interest rate
at  5.75%  plus the Company's current LIBOR borrowing spread, reduced  from
8.11%  under  the  old agreement, for three years, on $40  million  of  the
Company's  borrowings  under its floating rate revolving  line  of  credit.
Unlike  the prior agreement, this interest rate swap has no provisions  for
termination based on changes in the 30-day LIBOR borrowing rate.

                                      24
<PAGE> 25

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ----------------------------------------------------------
  The Company is subject to market risk associated with changes in interest
rates  and  lumber  futures contracts.  The following  discussion  includes
"forward-looking  statements" that involve risk and uncertainties.   Actual
results could differ materially from those projected in the forward-looking
statements.

   The  Company's revolving line of credit provides for, subject to certain
restrictions, up to $200 million of revolving credit loans and the issuance
of  up  to  $10 million of letters of credit.  Depending upon the Company's
rolling four-quarter interest coverage ratio, amounts outstanding under the
new  revolving line of credit will bear interest at a spread above the base
rate  of from 0% to 0.75% or from 1.50% to 2.25% above the applicable LIBOR
rate.   The rate is adjusted quarterly upon delivery to the lenders of  the
Company's most recent quarterly financial statements.  Interest on  amounts
outstanding  under  the  revolving  line  of  credit  will  bear  interest,
beginning  in  November  of  1999, at a  spread  above  the  base  rate  of
BankBoston, N.A. of 0.25%, or 1.75% above the applicable LIBOR rate.   This
is  25  basis points below the rate that has been in effect since inception
of  the  line of credit in February, 1999.  Based on the Company's  average
borrowings  for  the first nine months of 1999 under its  revolving  credit
agreement,  subject  to  the  effect of the interest  rate  swap  agreement
described  below, a 25 basis point movement in the base rate or LIBOR  rate
would result in an approximate $220,000 annualized increase or decrease  in
interest expense.

  In  conjunction  with  the  Company's  revolving  credit  agreement,  the
Company  entered  into  an  interest rate swap  agreement.  This  agreement
effectively  fixed  the interest rate at 5.75% plus the  Company's  current
LIBOR  borrowing  spread (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.  At November 1, 1999  the  30-day
LIBOR borrowing rate was 5.41%.

   The  Company  enters into lumber futures contracts as  a  hedge  against
future  lumber price fluctuations.  All futures contracts are purchased  to
protect   long-term  pricing  commitments  on  specific   future   customer
purchases.  While lumber futures contracts are entered on a risk management
basis,  the  Company's  hedge positions could  show  a  net  gain  or  loss
depending  on  prevailing market conditions.  At  September  25,  1999  the
Company  had  57 lumber futures contracts outstanding with a  total  market
value of $1,483,416 and a net unrealized loss of $186,883.  These contracts
mature at various times through March of 2000.

                                      25
<PAGE> 26

                            PART II
                       OTHER INFORMATION




Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
     (a)  Exhibits

            4.1  Second  Amendment  to  the  Credit  Agreement   dated
                 September 14, 1999 among the Company, Bank Boston, N.A.  and
                 Nationsbank,  N.A.  as  agents, and the  lenders  set  forth
                 therein.

           27.1  Financial data schedule (SEC use only).

     (b)  Reports on Form 8-K

           None.



                                      26
<PAGE> 27


                           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
                              Principal Executive and Financial Officer



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


Date:  November 8, 1999






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