UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549

                         FORM 10-Q

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR
       15(d)OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal quarter ended September 28, 2001
                             -------------
                               OR
[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
       THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to
                              -----------------

Commission File Number  0-25246
                        --------

                     WINSLOEW FURNITURE, INC.

(Exact name of registrant as specified in its charter)


          FLORIDA                         63-1127982
- -------------------------------       --------------------
(State or other jurisdiction of       (I.R.S. Employer
incorporation or organization)        Identification No.)


160 VILLAGE STREET, BIRMINGHAM,  ALABAMA        35242
- -----------------------------------------------------------
(Address of principal executive offices)         (Zip Code)

                      (205) 408-7600
                      --------------
(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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
    Yes  X  .  No
       ------  -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.


     Class               Shares Outstanding at November 7, 2001
- ---------------          -----------------------------------
$ .01 par value                     1,000




                            WINSLOEW FURNITURE, INC.

                                      INDEX


PART I.  FINANCIAL INFORMATION                                              Page
                                                                            ----

         Item 1.  Financial Statements
                           Consolidated Balance Sheets                       3-4
                           Consolidated Statements of Operations             5-6
                           Consolidated Statements of Cash Flows             7-9
                           Notes to Consolidated Financial Statements      10-16

         Item 2.  Management's Discussion and Analysis of
                           Financial Condition and Results of Operations   17-23


PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                           24

         Item 4.  Submission of Matters to a Vote of
                     Security Holders                                         24

         Item 6.  Exhibits and Reports on Form 8-K                            25

Signatures                                                                    26

































<TABLE>
<CAPTION>


                  PART I.  FINANCIAL INFORMATION
ITEM 1.           Financial Statements
                                                           WinsLoew Furniture, Inc. and Subsidiaries
                                                                        Consolidated
                                                                       Balance Sheets
                                                                (Unaudited) (In Thousands)


                                                          September 28,        December 31,
                                                                2001                 2000
<S>                                                             <C>                   <C>
                                                             ---------------------------------------
Assets
Cash and cash equivalents                                    $  2,841             $    602
Accounts receivable, less
  allowance for doubtful accounts                              38,724               36,992
Inventories                                                    28,623               20,198
Prepaid expenses and other
  current assets                                               12,463                5,742

                                                             ---------------------------------------
          Total current assets                                 82,651               63,534

Property, plant and equipment, net                             37,592               27,827
Goodwill, net                                                 342,718              269,258
Other assets                                                   16,209                7,003

                                                             ---------------------------------------
                                                             ---------------------------------------
          Total Assets                                       $479,170             $367,622
                                                             =======================================

Liabilities and Stockholders' Equity
Current portion of long-term debt                             169,125                4,025
Accounts payable                                               11,431                5,739
Accrued interest                                                2,300                6,765
Accrued fair value of derivatives                               3,620                   -
Other accrued liabilities                                      21,843               13,221

                                                             ---------------------------------------
          Total current liabilities                           208,319               29,750

Long-term debt, net of current portion                        105,330              238,147
Deferred income taxes                                             543                1,849

                                                             ---------------------------------------
                                                             ---------------------------------------
          Total liabilities                                   314,192              269,746
                                                             ---------------------------------------

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                     WinsLoew Furniture, Inc. and Subsidiaries Consolidated
                                                                        Balance Sheets
                                                                   (Unaudited) (In Thousands)

                                                                September 28,       December 31,
                                                                2001                2000
                                                             ---------------------------------------
<S>                                                                <C>                  <C>

Commitments and contingencies

Stockholders' equity:
Common stock; par value $.01
  per share, 1,000 shares
  authorized, issued and outstanding
  at September 28, 2001.
  1,000,000 shares authorized at
  December 31, 2000 with 850,350
 shares issued and outstanding                                        -                     9
Additional paid-in capital                                       162,796               88,819
Retained earnings                                                  4,343                9,048
Accumulated other comprehensive loss                              (2,161)                 -
                                                             ---------------------------------------
                                                             ---------------------------------------
          Total stockholders' equity                             164,978               97,876
                                                             ---------------------------------------

                                                                $479,170             $367,622
                                                             =======================================





</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                                         WinsLoew Furniture, Inc. and Subsidiaries
                                                           Consolidated Statements of Operations
                                                                (Unaudited) (In Thousands)

                                                                     Three Months Ended
                                                          September 28,              September 29,
                                                              2001                       2000
<S>                                                            <C>                        <C>
                                                    -------------------------------------------------
Net sales                                                    $57,115                    $46,950
Cost of sales                                                 39,557                     28,660

                                                    -------------------------------------------------
     Gross Profit                                             17,558                     18,290

Selling, general
  and administrative
  expenses                                                    12,350                     7,962
Amortization                                                  2,458                      1,765

                                                    -------------------------------------------------
     Operating income                                         2,750                      8,563

Interest expense
  (income),net                                                7,073                      6,517
                                                    -------------------------------------------------

Income before
  income taxes                                               (4,323)                     2,046
(Benefit)provision for
  income taxes                                               (485)                       1,132

                                                    -------------------------------------------------
                                                    -------------------------------------------------
Net(loss)income                                            $ (3,838)                   $ 914
                                                    =================================================


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                        WinsLoew Furniture, Inc. and Subsidiaries
                                                               Consolidated Statements of
                                                                      Operations
                                                               (naudited) (In Thousands)

                                                                    Nine Months Ended
                                                            September 28,        September 29,
                                                                2001                 2000
<S>                                                              <C>                  <C>
                                                        ----------------------------------------
Net sales                                                    $ 176,085            $ 143,728
Cost of sales                                                  115,478               85,192

                                                        ----------------------------------------
     Gross Profit                                               60,607               58,536

Selling, general
  and administrative
  expenses                                                      31,706               23,482
Amortization                                                     6,656                5,026

                                                        ----------------------------------------
     Operating income                                           22,245               30,028

Interest expense
  (income),net                                                  23,032               19,898
                                                        ----------------------------------------

(Loss)income before
  income taxes                                                   (787)               10,130
Provision for
  income taxes                                                   2,368                5,611

(Loss)income before
                                                        ----------------------------------------
 extraordinary item                                            (3,155)                4,519

Extraordinary item,
 net of taxes (Note 7)                                         (1,550)                  -

                                                        ----------------------------------------
                                                        ----------------------------------------
Net (loss)income                                             $ (4,705)              $ 4,519
                                                        ========================================

</TABLE>


<PAGE>




                                       WinsLoew Furniture, Inc. and Subsidiaries
                                          Consolidated Statements of Cash Flows
                                                 (Unaudited) (In Thousands)

                                                 For the Nine Months Ended
                                          --------------------------------------
                                              September 28,        September 29,
                                                   2001                2000
                                          --------------------------------------
Cash flows from operating activities:
Net (loss)income                                 $ (4,705)             $ 4,519
Adjustments to reconcile net
  (loss)income to net cash provided by
  operating activities:
Depreciation and amortization                      13,241                7,638
Provision for losses on accounts
  receivable                                       (1,134)                 332
Provision for losses on inventory                   1,859                1,186
Changes in operating assets and
  liabilities, net of effects
  from acquisitions and dispositions:
Accounts receivable                                32,496                4,343
Inventories                                         2,472                  (54)
Prepaid expenses and other
  current assets                                   (1,611)                 521
Refundable income taxes                               -                  6,908
Other assets and goodwill, net                        -                    (28)
Accounts payable                                   (3,558)                 569
Accrued interest                                   (4,465)              (2,396)
Other accrued liabilities                          (6,111)              (3,625)
Deferred income taxes                                 (38)                 -

                                                  ------------------------------
  Total adjustments                                33,151               15,394
Net cash provided by
  operating activities                             28,446               19,913
                                                  ------------------------------

Cash flows from investing activities:
  Capital expenditures, net of disposals           (3,790)              (4,757)
  Going private transactions                          -                    (26)
  Investments in subsidiaries                     (90,761)             (57,522)

                                                  ------------------------------
                                                  ------------------------------
Net cash used in investing activities             (94,551)             (62,305)
                                                  ------------------------------


<PAGE>



                                       WinsLoew Furniture, Inc. and Subsidiaries
                                          Consolidated Statements of Cash Flows
                                                (Unaudited) (In Thousands)

                                               For the Nine Months Ended
                                          --------------------------------------
                                            September 28        September 29
                                                2001                2000
                                          --------------------------------------


Cash flows from financing activities:
  Net (payments)borrowings under
    revolving credit agreements                (55,356)              9,570
  Net borrowings for acquisitions under
    Senior Credit facility                     205,322              20,000
  Net borrowings under IDB agreement              -                  3,900
  Proceeds from issuance of
    common stock, net                           73,969              10,750
  Repurchase and cancellation of stock           -                  (1,323)
  Payoff of existing credit facility          (147,337)                -
  Deferred financing costs                      (8,254)               (255)

                                             -----------------------------------
Net cash provided by financing
  activities                                    68,344              42,643
                                             -----------------------------------

Net increase in cash and
  cash equivalents                               2,239                 251

Cash and cash equivalents at
  beginning of year                                602                 710
                                             -----------------------------------

Cash and cash equivalents at
  end of period                                $ 2,841              $  961
                                             ===================================



Supplemental disclosures:
     Interest paid                            $ 25,918            $ 21,190
     Income taxes paid                             653               5,389
                                             ===================================







Investing activities included the acquisition of:
The Woodsmiths Company and Brown Jordan International


Fair value of assets
 acquired                                                         $  145,667
Cash on-hand                                                            (977)
Liabilities assumed                                                  (52,629)
Maximum Earnout                                                       (1,000)
Equity Investment of
 seller                                                                 (300)
                                                                ----------------
                                                                  $   90,761



<PAGE>








                    WINSLOEW FURNITURE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.  Basis of Presentation

The accompanying unaudited consolidated financial statements of WinsLoew
Furniture, Inc. and subsidiaries (the "Company" or "WinsLoew") that are for
interim periods do not include all disclosures provided in the annual
consolidated financial statements. These unaudited consolidated financial
statements should be read in conjunction with the annual consolidated financial
statements and notes thereto contained in the Company's Annual Report on Form
10-K for the year ended December 31, 2000, as filed with the Securities and
Exchange Commission.

All material intercompany balances and transactions have been eliminated. The
preparation of the consolidated financial statements requires the use of
estimates in the amounts reported. Actual results could differ from those
estimates.

In the opinion of the Company, the accompanying unaudited consolidated financial
statements  contain all  adjustments  (which are of a normal  recurring  nature)
necessary for a fair  presentation of the results for the interim  periods.  The
results of operations are presented for the Company's  third  quarter,  which is
from June 29, 2001 through  September 28, 2001.  The results of  operations  for
this period are not necessarily indicative of the results to be expected for the
full year.



2.  Inventories


Inventories consisted of the following:
(In Thousands)

                                        September 28,          December 31,
                                             2001                  2000
                                  --------------------------------------------

Raw materials                             $ 22,094             $ 13,398
Work in process                              3,354                3,262
Finished Goods                               3,175                3,538
                                  --------------------------------------------
                                          $ 28,623             $ 20,198
                                  ============================================





3.  Capital Stock

At December 31, 2000, there were 850,350 shares of capital stock outstanding. In
connection with the Brown Jordan International  acquisition  described in Note 4
below,  the Company  converted each  outstanding  share of common stock into one
share of common  stock of WLFI  Holdings,  the newly  formed  parent  company of
WinsLoew.  In addition,  the Company issued 1,000 shares of common stock to WLFI
Holdings. As of September 28, 2001 the Company has 1,000 shares outstanding.


4.   Acquisitions

On May 8, 2001 WinsLoew  Furniture,  Inc. (the "Company" or "Purchaser") and its
parent WLFI  Holdings,  Inc.  ("Holdings"  or  "Purchaser")  acquired all of the
outstanding  stock of Brown  Jordan  International,  Inc.  ("BJI") at a purchase
price of $80.4 million. The Stock Purchase Agreement by and among Holdings,  the
Company, BJI and the Stockholders of BJI also called for the Purchasers to repay
outstanding BJI indebtedness at closing,  which approximated $44.6 million.  The
amount of  consideration  paid by the Company  for the BJI stock was  determined
through an arm's length  negotiation  between  representatives of the Registrant
and the sellers.

The total  purchase  price of $80.4  million,  including  estimated  transaction
costs,  was allocated to the assets  acquired using the fair value of the assets
acquired.  Pursuant  to the  purchase  method of  accounting,  the excess of the
purchase  price over the $4.4 million fair value of net assets has been recorded
as  goodwill  in the amount of $76.0  million.  The  operating  results of Brown
Jordan  International  have been included in the consolidated  operating results
beginning with the month of May.

In order to complete  the  acquisition,  the merger  described in Note 8 of this
report was consummated simultaneously.

Holdings  raised $52.1 million of equity and issued $22 million of  subordinated
notes  to the  sellers,  both  of  which  were  contributed  to the  Company  as
additional  equity.  The  balance  of  the  proceeds  were  provided  through  a
refinancing of the Company's  existing  Senior Credit  Facility.  The new Senior
Credit Facility consists of a $165 million Term Loan and a $60 million revolving
credit facility.

On March 9, 2001 the  Company  purchased  all of the  assets  of The  Woodsmiths
Company.  Woodsmiths,  a manufacturer  of custom  tabletops for the contract and
hospitality  industry,  is located in Pompano Beach, Florida. The purchase price
of approximately $2.8 million was paid in cash of approximately $0.3 million and
a $2.5 note payable to the sole shareholder of Woodsmiths.

In addition,  the stock purchase agreement provides for an additional contingent
deferred  payment of up to $1,000,000  based upon  Woodsmiths'  earnings  before
interest,  taxes,  depreciation,  amortization  and management fees. The maximum
contingent  payment amount of $1,000,000 was recorded at the time of purchase as
an addition to goodwill and an accrued  liability of the Company.  The amount of
any  such  contingent   payment  will  be  made  directly  to  the  former  sole
shareholder.

The  acquisition  resulted  in goodwill of  approximately  $3.4  million and was
accounted for under the purchase method of accounting.  The operating results of
Woodsmiths have been included in the consolidated  operating  results  beginning
with the month of March.

On August 11, 2000 the Company purchased all of the outstanding stock of Charter
Furniture.  The purchase price of  approximately  $18.5 million was paid in cash
and financed with $3.3 million of equity  investment and $15.2 million under the
revolving credit facility. The acquisition resulted in goodwill of $18.7 million
and was accounted for under the purchase method of accounting.

On June 16, 2000 the Company  purchased certain assets of Stuart Clark, Inc. and
its  affiliates.  The purchase price of  approximately  $3.1 million was paid in
cash and financed with $0.3 million of equity  investment and borrowings of $2.8
million under the Company's revolving credit facility.  The acquisition resulted
in goodwill  of  approximately  $2.8  million  and was  accounted  for under the
purchase method of accounting.

On March 31, 2000 the Company  purchased all of the stock of Wabash Valley.  The
purchase price of approximately $35.5 million was paid in cash and financed with
$7.1  million  of  equity  investment,  borrowings  of $20.0  million  under the
acquisition  loan and $8.4 million  under the  revolving  credit  facility.  The
acquisition  resulted in goodwill of $21.9  million and was  accounted for under
the  purchase  method  of  accounting.  During  the  second  quarter  of 2000 an
additional  $0.6 million  payment was made as part of the final working  capital
purchase  adjustment.  The payment was financed  under the  Company's  revolving
credit  facility.  The  operating  results of Wabash  have been  included in the
consolidated operating results for the second quarter.

The following  unaudited pro forma  information has been prepared  assuming that
the Brown Jordan  International,  Woodsmiths,  Charter,  Stuart Clark and Wabash
Valley acquisitions occurred on January 1, 2000. Permitted pro forma adjustments
include only the effects of events  directly  attributable  to the  transactions
that are factually supportable and expected to have a continuing impact. The pro
forma  results  are not  necessarily  indicative  of what  actually  would  have
occurred if the transactions had been in effect for the entire period presented.


                                                Nine Months Ended
(In Thousands)                         September 28,          September 29,
                                           2001                   2000

Net Sales                               246,818                 271,758

(Loss)income before taxes                (4,927)                  8,099

Net(Loss)income                          (5,669)                  3,437


5. Senior Credit Facility

In connection with the Brown Jordan International acquisition,  WinsLoew entered
into  a  new  senior  credit  facility  provided  by a  syndicate  of  financial
institutions. The facility, which matures in March 2006, provides for borrowings
of up to $225 million and is  collateralized  by substantially all of the assets
of the  Company.  The  facility  consists  of a working  capital  line of credit
(maximum  of $60  million)  and a term loan  (aggregate  of $165  million).  The
working  capital  line of credit  allows  the  Company  to borrow  funds up to a
certain percentage of eligible inventories and accounts receivable. At September
28,  2001,  the  carrying  value of the working  capital  line of credit,  $10.4
million,  approximated  its fair  value.  The Term  Loan B,  with the  principal
balance and applicable interest rate at September 28, 2001, follows:



Principal balance                       $162.5 million
LIBOR rate, plus margin                 7.49 %
Maturity date                           March 31, 2006


At the option of the Company,  the interest rates under the facility are either:
(1) the base  rate,  which is the  higher of the prime  lending  rate or 0.5% in
excess of the federal funds effective  rate, plus a margin,  or (2) the adjusted
LIBOR rate plus a margin. The margins of different loans under the facility vary
according to a pricing  grid.  The margin for term loans that are LIBOR based is
4%;  margins for revolving  loans that are LIBOR based range from 3.50% to 2.50%
based upon WinsLoew's consolidated leverage ratio; margins on base rate loans is
the  applicable  LIBOR margin for such type loans less 1%. As of  September  28,
2001,  the Term B Loan is priced at the LIBOR rate plus a margin of 4.0% and the
working capital line of credit is priced at the base rate plus a margin of 2.5%.

The  outstanding  principal  balance of Term Loan B is due 2.2% in 2001, 4.1% in
2002, 5.6% in 2003, 7.1% in 2004, 61.0% in 2005 and 20.0% in 2006.

The Company  must pay  commitment  fees at a rate per annum equal to 0.5% on the
average daily excess of revolving loan commitments over the sum of the aggregate
principal amount of outstanding  revolving loans (but not any outstanding  swing
line loans) plus letter of credit usage.

The facility contains customary  covenants and restrictions on the Company's and
its  subsidiaries'  ability  to  issue  additional  debt or  engage  in  certain
activities and includes customary events of default.  In addition,  the facility
specifies that the Company must meet or exceed defined fixed charge and interest
coverage ratios and must not exceed defined leverage ratios.

As of  September  28, 2001 the Company  was not in  compliance  with the Maximum
Consolidated Total Leverage Ratio as defined in the Senior Credit Facility.  The
lender's  agent and the  requisite  lenders  have  waived  this  covenant  until
November  30, 2001  pursuant  to the terms  contained  in The Limited  Waiver to
WinsLoew Furniture's Inc. Credit Agreement dated May 8, 2001 ("Limited Waiver").
This Limited Waiver includes certain conditions on additional  leverage that are
more restrictive than those contained in The Senior Credit Facility.

Management  is currently in  discussions  with the bank group to modify  certain
covenants  contained in the Senior Credit  Facility.  These  modifications  will
become  effective for the fourth quarter of 2001.  Management  believes that the
company  will be in  compliance  with  such  amended  covenants  in the  future.
However,  pursuant to the  requirements  of Statement  of  Financial  Accounting
Standard (SFAS) 78 and Emerging  Issues Task Force Issues (EITF) No. 86-30,  the
Company has  classified  the  portion of long term debt  affected by the Limited
Waiver as a current liability.

The  facility is secured by a pledge of the capital  stock of all the  Company's
domestic subsidiaries.


6.       Derivatives

On January 1, 2001 the Company adopted SFAS No. 133,  "Accounting For Derivative
Instruments and Hedging Activities," as amended by SFAS No. 137 and No. 138.

The Company enters into short term currency forward  contracts to hedge currency
exposures  associated with the purchase of certain raw materials and the funding
of foreign  operations.  Adoption of SFAS No. 133 on January 1, 2001 resulted in
recording the fair value of the  contracts as a derivative  asset on the balance
sheet with the corresponding credit to Accumulated Other Comprehensive Loss.

On August 16, 2001 the Company  entered into an interest rate swap  agreement to
fix the interest  rate on $100 million  principal  amount of variable  rate debt
outstanding  under the Senior Credit Facility  described in Note 5. The interest
rate swap is designed to fix the interest  rate on $100 million at 5.09% through
March 31, 2004 and on $80 million from March 31, 2004 to March 31, 2005.

As of September  28, 2001 the fair value of the swap was recorded as a liability
of  $3,620,000  recorded in accrued fair value of  derivatives  and  accumulated
other  comprehensive   loss,  net  of  taxes  of  $1,448,000.   The  portion  of
ineffectiveness  of the hedge as determined by the change in variable cash flows
of the interest rate swap to the Senior Credit Facility is immaterial.

From the period of August 16, 2001 through  September 28, 2001 the 3 month LIBOR
interest  rate  declined  approximately  110 basis  points.  While the Company's
interest on LIBOR based borrowing declined during this period, the fair value of
the interest  rate swap  declined  also.  Future  movements  in interest  rates,
particularly the 3-month LIBOR rate, will  correspondingly  impact the Company's
cash interest expense and the fair value of the swap.


7.       Extraordinary Item

In connection  with the debt  restructuring  (See Note 5), the Company wrote off
approximately  $2.6 million in unamortized  loan costs.  This write-off has been
classified  as an  Extraordinary  Item and  presented  net of tax. In the second
quarter  10-Q,   the  write-off  was   classified  as  interest   expense.   The
reclassification had no effect on prior period net loss.


8.       Other Events

In connection with the Brown Jordan International  acquisition described in Note
4 above,  the  Registrant  formed  Holdings  as the  Registrant's  wholly  owned
subsidiary  and  Holdings  formed  WLFI  Merger,   Inc.,  as  its  wholly  owned
subsidiary.  Immediately  prior to the  consummation  of the  acquisition,  WLFI
Merger,  Inc.  merged with and into the  Registrant,  with the Registrant as the
surviving corporation of the merger. Pursuant to the merger (i) each outstanding
share of common stock of the  Registrant  was converted into one share of common
stock of  Holdings,  (ii) each share of common  stock of WLFI  Merger,  Inc. was
converted  into one share of common  stock of the  Registrant  as the  surviving
corporation  of the  merger  (iii) each share of common  stock of  Holdings  was
cancelled and (iv) each outstanding warrant of the Registrant issued pursuant to
that  certain  Warrant  Agreement  dated as of August  24,  1999  (the  "Warrant
Agreement") between the Registrant (as successor by operation of law to WinsLoew
Escrow Corp.) and American Stock Transfer & Trust  Registrant,  as Trustee,  was
assumed by  Holdings  in  accordance  with the  Warrant  Agreement  so that each
warrant became  exercisable  for that number of shares of Holdings  common stock
equal to the  number of shares of  Registrant  common  stock  issuable  upon the
exercise of the warrant  immediately  prior to the merger,  at the same exercise
price as was in effect immediately prior to the merger.


<PAGE>
<TABLE>
<CAPTION>



9.      Segment Information

(In thousands)                                Three Months Ended                          Nine Months Ended
                                        September 28    September 29               September 28      September 29
NET SALES:                                 2001             2000                       2001              2000
<S>                                         <C>             <C>                        <C>                <C>
                                      ------------------------------------      -------------------------------------
Casual products                         $ 36,491          $26,575                   $116,066            $86,305
Contract seating products                 18,458           18,218                     53,673             48,438
Ready to assemble products                 2,166            2,157                      6,346              8,985
                                      ------------------------------------      -------------------------------------

Total net sales                           57,115           46,950                    176,085            143,728
                                      ====================================      =====================================

SEGMENT GROSS PROFIT:
Casual products                           11,608           11,429                     43,004             39,086
Contract seating products                  5,576            6,476                     16,684             17,693
Ready to assemble products                   374              385                        919              1,757
                                      ------------------------------------      -------------------------------------

Total segment gross profit                17,558           18,290                     60,607             58,536

Reconciling items:
Selling, general and
  administrative expenses                 12,350            7,962                     31,706             23,482
Amortization                               2,458            1,765                      6,656              5,026
                                      ------------------------------------      -------------------------------------

     Operating income                      2,750            8,563                     22,245             30,028
Interest expense(income),
 net                                       7,073            6,517                     23,032             19,898
Extraordinary item                            -                -                       2,584                 -
                                      ------------------------------------      -------------------------------------

Net(loss)income before
 income taxes                            $(4,323)          $2,046                    $(3,371)           $10,130
                                      ====================================      =====================================

</TABLE>


(In thousands)                        September 28,        September 29,
                                          2001                 2000
                                      ------------------------------------------
SEGMENT ASSETS:
Casual products                        $223,249             $107,811
Contract seating products                51,822               50,047
Ready to assemble products                5,694                7,171
                                      ------------------------------------------

Total                                   280,765              165,029
Reconciling items:
Corporate                               198,405              194,303
                                      ------------------------------------------

Total consolidated assets              $479,170             $359,332
                                      ==========================================









10.     Accounting Pronouncements



In July 2001,  the FASB issued  Statement No. 141,  Business  Combinations,  and
Statement  No. 142,  Goodwill and Other  Intangible  Assets.  Statement  No. 141
requires  that the  purchase  method  of  accounting  be used  for all  business
combinations  initiated  after June 30,  2001,  as well as all  purchase  method
business  combinations  completed  after June 30, 2001.  Statement  No. 142 will
require that  goodwill and  intangible  assets with  indefinite  useful lives no
longer be amortized,  but instead  tested for  impairment  at least  annually in
accordance  with the  provisions  of the  statement.  The Company is required to
adopt the  provisions of Statement 141  immediately  and Statement 142 effective
January 1, 2002. Upon adoption of Statement 142, the Company will be required to
reassess the useful lives and residual values of all intangible  assets acquired
in purchase business  combinations,  and make any necessary  amortization period
adjustments by the end of the first interim period after adoption.  In addition,
to the extent an intangible  assets is identified as having an indefinite useful
life, the Company will be required to test the  intangible  asset for impairment
in accordance with the provisions of the statement.  Any impairment loss will be
measured as of the date of adoption and recognized as the cumulative effect of a
change in accounting  principle in the first interim period. The Company has not
determined  the  impact  that  adoption  of  Statement  142  will  have  on  its
consolidated financial statements.


11.     Statement Of Comprehensive Loss

The components of other  comprehensive loss and total comprehensive loss for the
three and nine months ended  September  28, 2001 and  September  29, 2000 are as
follows:
<TABLE>
<CAPTION>


                             Three Months Ended                             Nine Months Ended
                                September 28,        September 29,            September 28,         September 29,
                                   2001                 2000                     2001                   2000
<S>                                <C>                   <C>                      <C>                    <C>
                          --------------------------------------------   ---------------------------------------------
Net (loss)income                 (3,838)                 914                    (4,705)                 4,519
Change in fair value
of forward contracts                 82                   -                         11                    -
Change in fair value
of interest rate swap,
net of taxes                     (2,172)                  -                     (2,172)                   -
Comprehensive (loss)
                          --------------------------------------------------------------------------------------------
                          --------------------------------------------   ---------------------------------------------
 income                          (5,928)                 914                    (6,866)                 4,519
                          ============================================   =============================================



</TABLE>






           Management's Discussion and Analysis of Financial Condition
                            And Results of Operations

General

We are a leading  designer,  manufacturer and distributor of a broad offering of
casual indoor and outdoor  furniture and contract and hospitality  products.  We
also manufacture  certain  ready-to-assemble  ("RTA")  furniture  products.  Our
casual furniture includes chairs, chaise lounges,  tables, umbrellas and related
accessories,  which are generally constructed from aluminum,  wrought iron, wood
or  fiberglass.  In  addition,  our  casual  line  includes a variety of tables,
chairs,  benches and swings for the site amenity  market.  Our seating  products
include wood,  metal and  upholstered  chairs,  sofas and  loveseats,  which are
offered  in a wide  variety  of finish  and  fabric  options.  All of our casual
furniture,   excluding  Wabash,  and  contract  and  hospitality   products  are
manufactured  pursuant to customer orders. We sell our furniture products to the
residential  market and to the contract and  hospitality  market,  consisting of
commercial and institutional users.

Business

We market our casual  furniture  products to the  residential  market  under the
Winston,  Pompeii, Brown Jordan,  Vineyard and Shae Designs brand names, through
approximately 67 independent sales representatives to over 800 active customers,
which are primarily  specialty  patio  furniture  stores located  throughout the
United  States.  In  addition,  we  market  our  casual  products  to  the  mass
merchandise  market  under the  Casual  Living,  Better  Homes and  Gardens  and
Samsonite brand names. We also market a broad line of casual furniture  products
in the contract  markets under the  Texacraft,  Tropic Craft,  Pompeii and Brown
Jordan brand names,  primarily  through our in-house sales force, to lodging and
restaurant chains,  country clubs,  apartment developers and property management
firms,  architectural  design firms,  municipalities  and other  commercial  and
institutional  users.  In  addition,  we market a variety of products  under the
Wabash  brand name.  These  products  are  targeted at  educational  facilities,
municipality and recreation  centers,  hotels and motels and other institutional
and corporate users.

We market our seating  products to a broad  customer  base in the  contract  and
hospitality market under the Loewenstein,  Lodging By Loewenstein,  Stuart Clark
and Charter  brand names through  approximately  24 regional  independent  sales
organizations.   Our   customers   include   lodging  and   restaurant   chains,
architectural design firms, professional sports complexes,  schools,  healthcare
facilities, office furniture dealers, retail store planners and other commercial
and institutional  users in the contract and hospitality  market. We manufacture
over 300  distinct  models of  seating  products  ranging  from  traditional  to
contemporary  styles of chairs, as well as reception area love seats,  sofas and
stools. We design, assemble and finish our seating products with component parts
from a variety of suppliers, including a number of Italian manufacturers.

Over the past  several  years,  we have  undertaken a number of  initiatives  to
strengthen and grow our core casual  furniture and seating  businesses.  We have
focused  resources on our core business and disposed of non-core or unprofitable
operations. In 1997, we sold our wrought iron furniture business, and in 1998 we
discontinued and sold or liquidated certain of our  ready-to-assemble  furniture
operations.  We also  embarked on a focused  acquisition  program to broaden our
core product  offering in the casual  segment that, to date, has resulted in the
acquisitions of Tropic Craft, a manufacturer  of casual  furniture sold into the
contract  markets;  Pompeii,  a manufacturer of upper-end  casual furniture sold
into both the residential  and contract  markets;  Brown Jordan,  a manufacturer
whose products serve the premium to unlimited  market  categories in both retail
and  contract  markets  and Casual  Living  Worldwide  who  markets to  national
retailers  and  specialty  patio  stores  under a variety of brand  names in the
moderate  to lower price  points;  and Wabash  Valley,  a  manufacturer  of site
amenities  products in the  institutional  and corporate  markets.  Our balanced
approach to growth has also resulted in  acquisitions  to complement our seating
segment.  These acquisitions included Stuart Clark and Charter during 2000, both
of which  manufacture  upholstered  furniture for the hospitality  industry.  In
addition, the Company purchased The Woodsmiths Company in March 2001. Woodsmiths
is a manufacturer of custom tabletops for the contract and hospitality markets.


Results of Operations

The  following  table sets forth net sales,  gross  profit and gross margin as a
percent  of net  sales  for the  respective  periods  for each of the  Company's
product lines (in thousands, except for percentages):

<TABLE>
<CAPTION>


                                               Three Months Ended

                              September 28,                        September 29,
                                  2001                                 2000

                    ---------------------------------------------------------------------
                      Net       Gross      Gross             Net       Gross     Gross
                     Sales      Profit     Margin           Sales      Profit    Margin
<S>                   <C>         <C>        <C>             <C>        <C>       <C>
                    ---------------------------------------------------------------------
Casual furniture    $36,491    $11,608      31.8%          $26,575    $11,429     43.0%
Contract &
 Hospitality         18,458      5,576      30.2%           18,218      6,476     35.5%
RTA                   2,166        374      17.3%            2,157        385     17.8%
                    ---------------------------------------------------------------------

Total               $57,115    $17,558      30.7%          $46,950    $18,290     39.0%
                    =====================================================================

</TABLE>
<TABLE>
<CAPTION>

                                               Nine Months Ended

                             September 28, 2001                    September 29, 2000
                    ----------------------------------------------------------------------
                     Net        Gross      Gross            Net        Gross     Gross
                    Sales       Profit     Margin          Sales       Profit    Margin
<S>                  <C>          <C>        <C>            <C>         <C>       <C>
                    ----------------------------------------------------------------------
Casual furniture    $116,066    $43,004     37.1%          $86,305     $39,086    45.3%
Contract &
 Hospitality         53,673      16,684     31.1%           48,438      17,693    36.5%
RTA                   6,346         919     14.5%            8,985       1,757    19.6%
                    ----------------------------------------------------------------------

Total               $176,085    $60,607     34.4%         $143,728     $58,536    40.7%
                    ======================================================================

</TABLE>







The  following  table sets forth certain  information  relating to the Company's
operations expressed as a percentage of the Company's net sales:
<TABLE>
<CAPTION>

                                           Three Months Ended                         Nine Months Ended
                                     September 28,      September 29,         September 28,      September 29,
                                         2001               2000                  2001               2000
<S>                                      <C>                <C>                    <C>                <C>
                                    -----------------------------------      -----------------------------------
Gross margin                            30.7%              39.0%                   34.4%             40.7%
Selling, general and
  administrative expense                21.6%              17.0%                   18.0%             16.3%
Amortization                             4.3%               3.8%                    3.8%              3.5%
Operating income                         4.8%              18.2%                   12.6%             20.9%
Interest expense (income),
 net                                    12.4%              13.9%                   14.5%             13.8%
(Loss)income before income taxes        -7.6%               4.4%                   -1.9%              7.0%
Net (loss)income                        -6.7%               1.9%                   -2.7%              3.9%

</TABLE>



Comparison of Three Months Ended September 28, 2001 and September 29, 2000

Net Sales
WinsLoew's  consolidated net sales for the third quarter of 2001, $57.1 million,
increased $10.1 million or 21.7 % from $47.0 million in the third quarter 2000.

Casual  product  line sales  decreased  by 24.1% from the third  quarter of 2000
excluding the effect of acquisitions.  This decline results from softness in the
residential casual market,  resulting from unfavorable weather conditions in the
Company's  primary  Northeast and Midwest markets during the quarter and overall
economic  slowdown.  When including  acquisitions,  casual sales increased 37.3%
during the third  quarter of 2001 when  compared  to the third  quarter of 2000.
Sales in the contract and  hospitality  product  line,  excluding  the effect of
acquisitions, for the third quarter decreased by 10.9% when compared to the same
period in 2000. This reflects the slowdown in new  construction and refurbishing
projects in the contract market.  When including all acquisitions,  contract and
hospitality  sales increased 1.3% during the third quarter of 2001 when compared
to the third quarter of 2000. The RTA product line  experienced a sales increase
of 0.4%.

Gross Margin
Consolidated  gross margin was 30.7% in the third  quarter of 2001,  compared to
39.0% in the third quarter of 2000.  The margin  decline is due to a combination
of lower volume and product mix  particularly  within the casual  segment,  with
sales weighted toward lower margin segments.  Specifically, gross margins in the
casual  product line  decreased from 43.0% in the third quarter of 2000 to 31.8%
during the third quarter of 2001.  Approximately  6.8  percentage  points of the
decline  is due to the  effect of  acquisitions,  while the  balance  is mix and
volume related.  The gross margin for contract and hospitality declined to 30.2%
in the third  quarter of 2001,  compared to 35.5% in the third  quarter of 2000.
The margin decline results from the effect of unfavorable  product mix, with the
majority of the decline  volume  related.  Gross margins in the RTA product line
decreased  from  17.8% in the third  quarter  of 2000 to 17.3%  during the third
quarter of 2001.





Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $4.4 million in the third
quarter  of 2001,  compared  to the third  quarter  of 2000.  Increases  of $5.6
million  were  directly  attributable  to  recent  acquisitions.  The  remaining
decrease of $1.2 million is attributable to volume related expenses.

Amortization
Amortization  expense  increased  $0.7  million  in the third  quarter  of 2001,
compared  to the third  quarter of 2000,  due to  amortization  associated  with
recent acquisitions.

Operating Income
As a result of the above,  operating income  decreased by $5.8 million,  to $2.8
million  (4.8% of net  sales) in the third  quarter  of 2001,  compared  to $8.6
million, (18.2% of net sales) in the third quarter of 2000.

Interest Expense
Interest  expense  increased  by $0.6  million  in the  third  quarter  of 2001,
compared  to the  third  quarter  of 2000.  Approximately  $0.3  million  of the
increase is due to  increased  loan cost  amortization  resulting  from the debt
restructuring in the second quarter of this year.

Provision for Income Taxes
The  Company's  effective  tax rate  from  continuing  operations  for the third
quarter of 2001 was 11.2%  compared to 55.3% for the third quarter of 2000.  The
effective tax rate is greater than the federal  statutory  rate due primarily to
the effect of state income taxes and non-deductible goodwill amortization.

Comparison of Nine Months Ended September 28, 2001 and September 29, 2000

Net Sales
WinsLoew's  consolidated  net sales for the first  nine  months of 2001,  $176.1
million,  increased  $32.4 million,  or 22.5%,  from $143.7 million in the first
nine months of 2000.

Casual  product line sales  decreased by 11.3% in the first nine months of 2001,
compared to the first nine months of 2000, excluding the effect of acquisitions.
When including acquisitions,  casual sales increased 34.5% during the first nine
months of 2001 when  compared  to the same  period of 2000.  The  decline is the
result of poor weather in the Midwest and  Northeast  regions  during peak sales
months as well as overall market softness driven by economic slowdown.  Sales in
the contract seating product line, for the first nine months of 2001,  excluding
the effect of  acquisitions,  decreased by 6.7% when  compared to the first nine
months of 2000. This performance in seating reflects the general softness in the
lodging market and the slowdown in new construction  and refurbishing  projects.
When including the effect of acquisitions, contract sales increased 10.8% during
the first nine months of 2001 when compared to the same period of 2000.  The RTA
product line  experienced a sales decrease of 29.4% for the first nine months of
2001,  when compared to the comparable  prior year period due to major customers
reducing  inventories,  scaling back catalog  distribution and tightening credit
for their catalog customers.

Gross Margin
Consolidated  gross margin was 34.4% in the first nine months of 2001,  compared
to 40.7% in the first nine months of 2000.  The casual product line gross margin
decreased  to 37.1% in the nine  months  of 2001  compared  to 45.3% in the nine
months of 2000.  Approximately  6.3% of the margin  decline is  attributable  to
acquisitions  with the balance of the decline resulting from volume and weakness
in the  stronger  margin  retail  markets.  The gross  margin for  contract  and
hospitality products declined to 31.1% in the first nine months of 2001 compared
to 36.5% in the first  nine  months of 2000.  Approximately  0.7% of the  margin
decline  is  the  effect  of  acquisitions,  with  the  balance  resulting  from
unfavorable  product  mix,  which was  weighted  toward  lower  margin  contract
business and lower volume.  The RTA product line gross margin decreased to 14.5%
in the  first  three  quarters  of 2001  compared  to 19.6% in the  first  three
quarters of 2000,as a result of sales volume decrease.

Selling, General and Administrative Expenses
SG&A expenses  increased  $8.2 million to $31.7 million in the first nine months
of 2001,  compared to SG&A expense of $23.5  million in the first nine months of
2000.  $10.7  million  of the  increase  was the  effect of  acquisitions.  This
increase from acquisitions was offset by $1.5 million of favorable adjustment to
the  Company's  allowance  for doubtful  accounts,  with the balance of the $1.0
million decrease attributable to volume reduction.

Operating Income
As a result of the above,  operating income decreased by $7.8 million,  to $22.2
million  (12.6% of net sales) in the first nine months of 2001 compared to $30.0
million (20.9% of net sales) in the first nine months of 2000.

Interest Expense
The Company's  interest expense  increased $3.1 million in the first nine months
of 2001, compared to the first nine months of 2000. $0.5 million of the increase
is additional deferred loan cost amortization associated with the Company's debt
restructure in the second  quarter of 2001. The balance of the increase  results
primarily from additional increase in overall debt.

Provision for Income Taxes
The  Company's  effective tax rate for the first nine months of 2001 was (31.2%)
compared to 55.4% for the first nine months of 2000.  The  effective tax rate is
greater or less than the federal  statutory  rate primarily due to the effect of
state income taxes and non-deductible goodwill amortization.


Seasonality and Quarterly Information

The furniture  industry is cyclical and sensitive to changes in general economic
conditions, consumer confidence,  discretionary income, and interest rate levels
and credit availability.

Sales of casual products are typically  higher in the second and fourth quarters
of each  year,  primarily  as a result  of:  (1) high  retail  demand for casual
furniture in the second quarter, preceding the summer months, and (2) the impact
of special sales programs on fourth quarter sales.  The Company's casual product
sales will also be affected by weather conditions during the peak retail selling
season  with a  resulting  impact on  consumer  purchases  of outdoor  furniture
products.

The results of operations for any interim quarter are not necessarily indicative
of results for a full year.

Liquidity and Capital Resources

The Company's  short-term  cash needs are primarily for debt service and working
capital,  including accounts receivable and inventory requirements.  The Company
has  historically  financed  its  short-term  liquidity  needs  with  internally
generated funds and revolving line of credit  borrowings.  The Company  actively
monitors its cash  balances  and applies  available  funds to reduce  borrowings
under its long-term revolving line of credit. At September 28, 2001, the Company
had $40.5  million of working  capital and $34.5 million of unused and available
funds under its revolving credit facility dated May 8, 2001.

The Limited  Waiver  (see Note 5)  includes  certain  conditions  on  additional
leverage  that are more  restrictive  than those  contained in The Senior Credit
Facility. These temporary restrictions are not expected to impact funding of the
Company's working capital. At September 28, 2001, under the terms of the Limited
Waiver  dated  October 12,  2001,  the  Company  had $8.6  million of unused and
available  funds.  The Limited  Waiver is not expected to  adversely  impact the
funding of the Company's  working capital.  In addition,  the Company expects to
amend the loan agreement  prior to the November 30, 2001  expiration date of the
Limited Waiver.

Cash Flows from Operating Activities.  Cash provided by operating activities was
$28.4  million  and $19.9  million  for the first  nine  months of 2001 and 2000
respectively.  Approximately  $19.7 million of the increase over 2000 is related
to the  realization  of  accounts  receivable  resulting  from the Brown  Jordan
International acquisition.

Cash Flows from  Investing  Activities.  Cash used in investing  activities  was
$94.6  million  and $62.3  million  for the first  nine  months of 2001 and 2000
respectively.  Cash invested during the first nine months of 2001 included $90.8
million in support of acquisitions compared to $57.5 million for acquisitions in
the same period of 2000.

Cash Flows From Financing Activities.  Net cash provided by financing activities
during  the first nine  months of 2001 was $68.3  million  compared  to net cash
provided in financing  activities  of $42.6  million in the first nine months of
2000.  Financing  activities during the first nine months of 2001 focused on the
Company's   acquisition   of  Brown  Jordan   International   and   simultaneous
restructuring of the Company's Senior Credit  Facility.  Specifically,  proceeds
for the  acquisition and Senior Credit Facility payoff were $205.3 million under
the Company's new Senior Credit facility and $51.0 million of equity investment.
Of these amounts,  $147.3 million was used to payoff the existing  Senior Credit
Facility  and  $104.1  million  was used  for the  acquisition  of Brown  Jordan
International  with the $4.9 million balance of funding applied to the Company's
revolver balance. This is compared to the first nine months of 2000 with a total
of $20.0 million  provided for  acquisitions,  with an  additional  $3.9 million
provided  from the  issuance of IDB bonds.  In  addition,  during the first nine
months of 2000, cash was used to retire revolving debt.



Foreign Exchange Forward Contracts

WinsLoew  purchases  some raw  materials  from  several  Italian  suppliers.  In
addition,  the Company funds some expenses for its Juarez,  Mexico manufacturing
facility.  These transactions  expose the Company to the effects of fluctuations
in the value of the U.S.  dollar versus the Italian Lira and Mexican  Pesos.  If
the U.S. dollar declines in value versus these foreign  currencies,  the Company
will pay more in U.S. dollars for these transactions.  To reduce its exposure to
loss from  such  potential  foreign  exchange  fluctuations,  the  Company  will
occasionally  enter into foreign  exchange  forward  contracts.  These contracts
allow the  Company  to buy  Italian  Lira and  Mexican  Peso at a  predetermined
exchange  rate  and  thereby  transfer  the  risk of  subsequent  exchange  rate
fluctuations  to a third  party.  Consequently,  the Company  elected to hedge a
portion of its  exposure  to  purchases  made in 2001 by entering  into  foreign
currency  forward  contracts for the Italian Lira, with a value of $2.8 million,
of which $0.7  million were  outstanding  and  unsettled at September  28, 2001.
Further,  the Company entered into Mexican Peso forward  contracts  during 2001.
However,  these  contracts  have  expired  and there were no  forward  contracts
outstanding  for the Mexican Peso as of September 28, 2001.  The Company did not
incur  significant  gains or losses  during the first  nine  months of 2001 as a
result of these foreign currency transactions.  The Company's hedging activities
relate  solely to its  component  purchases in Italy and  operations  funding in
Mexico. The Company does not speculate in foreign currency.




<PAGE>



                           PART II. OTHER INFORMATION

ITEM 1.           Legal Proceedings

From time to time, we are subject to legal  proceedings and other claims arising
in the ordinary course of our business.  We maintain  insurance coverage against
potential claims in an amount that we believe to be adequate. Based primarily on
discussions  with counsel and management  familiar with the underlying  disputes
and except as described  below,  we believe that we are not presently a party to
any litigation, the outcome of which would have a material adverse effect on our
business, financial condition, results of operations or future prospects.





Item 4.  Submission of Matters to a Vote of Security Holders

(a)      None









































Item 6.  Exhibits and Reports on Form 8-K

(a)               Exhibits

10.1

Limited waiver Regarding  Financial  Covenants among WinsLoew  Furniture,  Inc.,
certain  financial  institutions  known as Lenders,  Canadian  Imperial  Bank of
Commerce, as administrative agent for Lenders, CIBC, INC., as Swing Line Lender,
Antares Capital Corporation and Heller Financial, Inc., as Co-Syndication Agents
and General Electric Capital  Corporation,  as Documentation  Agent for Lenders.
dated as of October 12, 2001.(1)

10.2

Interest  Rate Swap  Agreement  among  WinsLoew  Furniture,  Inc.  and  Canadian
Imperial Bank of Commerce, dated as of August 6, 2001.(1)


(1)      Filed herewith

(b)      Reports on Form 8-K

         None








































                                   SIGNATURES

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



                                WINSLOEW FURNITURE,INC


                                     By:/s/ Bobby Tesney
   November 7, 2001                         Bobby Tesney
                                         President and Chief Executive Officer


   November 7, 2001                     By:/s/ Vincent A.Tortorici, Jr.
                                           ----------------------------
                                         Vincent A. Tortorici, Jr.
                                         Chief Financial Officer