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

                             -------------------

                                  FORM 10-K

/X/   Annual Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the fiscal year ended December 25, 1999.

/ /   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 0-6169

                             -------------------
                              WOLOHAN LUMBER CO.
            (Exact name of registrant as specified in its charter)

          MICHIGAN                                   38-1746752
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                   Identification Number)

                  1740 Midland Road, Saginaw, Michigan 48603
                   (Address of principal executive offices)
                                (517) 793-4532
             (Registrant's telephone number, including area code)

         Securities registered pursuant to Section 12(b) of the Act:

 Title of each class             Name of each exchange on which registered
 -------------------             -----------------------------------------
       None                                        None

         Securities registered pursuant to Section 12(g) of the Act:

                        Common Stock, $1.00 par value
                               (Title of Class)

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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|

As of March 1, 2000, 4,953,836 shares of Common Stock of the registrant were
outstanding and the aggregate market value of the shares of Common Stock held
by non-affiliates (including certain officers and non-officer directors) of
the registrant was approximately $39,000,000.

                     Documents Incorporated by Reference

Portions of the Annual Report of the registrant to its shareholders for the
year ended December 25, 1999 are incorporated by reference into Part II.

Portions of the definitive Proxy Statement of the registrant, dated March 30,
2000, filed pursuant to Regulation 14A are incorporated by reference into
Part III.

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                                    PART I

Item 1. Business.

        Wolohan Lumber Co. (the "registrant") is engaged in the retail sale
        of a full-line of lumber and building materials and related products,
        through a chain of 48 building supply stores located in Illinois,
        Indiana, Kentucky, Michigan and Ohio.

        During 1999 the registrant restructured its stores into two divisions
        comprised of the contractor-focused Wolohan division and the CML
        division targeting retail project sales and sales to professional
        homebuilders. CML is the operating name of Central Michigan Lumber
        acquired by the registrant in 1998.

        The registrant sells to contractor builders and remodelers and to the
        "do-it-yourself" market consisting principally of homeowners. These
        customer types accounted for approximately 64% and 36%, respectively,
        of the registrant's sales for 1999.

        The registrant sells more than 27,000 different products which are
        purchased from approximately 1,500 suppliers. No supplier accounts
        for more than 4% of total purchases. The registrant purchases lumber
        products primarily from lumber and plywood mills and more than half
        of all other merchandise from original producers or manufacturers.

        The business of the registrant is not dependent upon a single
        customer or a few customers for any significant portion of sales.

        The registrant believes that backlogs are not significant to its
        business.

        The registrant is engaged in only one line of business - retail sales
        of lumber and building materials and related items. The classes of
        products include dimension lumber; sheathing plywood; building
        materials; building hardware; millwork; plumbing, heating and
        electrical; kitchen cabinets and vanities; home decorations; trusses
        and components, including storage barns; and other forest products,
        such as fencing and treated lumber.

        The business of the registrant is highly competitive, and it
        encounters competition from both national and regional chains and
        from local independent merchants, as well as integrated department
        stores. Because of the variety of competition faced by the registrant
        and the wide range of products it sells, it is virtually impossible
        to determine the registrant's competitive position in the markets it
        serves.

        The registrant holds no material patents, trademarks, licenses,
        franchises or concessions.

        The registrant's business, like the retail lumber business, generally
        is subject to seasonal influences. The second and third quarters are
        generally the periods of highest sales volumes while the first
        quarter is usually the period of lowest sales volume.

        The registrant had approximately 1,390 full-time employees at
        December 25, 1999.

        To the best of the registrant's knowledge, it is complying with all
        federal, state and local environmental protection provisions.


                                      2



Item 2. Properties.

        The administrative offices of the registrant are located in a
        28,000-square-foot, two-story brick face building situated on three
        acres of land owned by the registrant in Saginaw, Michigan.

        As of March 1, 2000, the registrant operated 48 building supply
        stores in the states of Illinois, Indiana, Kentucky, Michigan and
        Ohio. The showroom selling space in the stores averages 23,000 square
        feet. In addition, total warehouse and storage space (under roof)
        ranges in size from 6,000 square feet to 66,000 square feet (average
        of 26,000 square feet).

        All of the building supply stores are owned in fee by the registrant
        with the exception of three leased stores.

        The registrant believes that all of its building supply stores and
        the display, warehouse and storage facilities and equipment located
        thereon are well maintained and adequate for the purpose for which
        they are used. A fleet of approximately 280 trucks is owned by the
        registrant for the delivery of its retail merchandise.


Item 3. Legal Proceedings.

        Various lawsuits arising during the normal course of business are
        pending against the Company. In the opinion of management, the
        ultimate liability, if any, resulting from these matters will have no
        significant effect on the Company's results of operations, liquidity
        or financial position.

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

        Not applicable.



                                      3



Executive Officers of the Registrant


The executive officers of the registrant are as follows:

<TABLE>
<CAPTION>
                                                                           Has Served
                                                                          In Position
    Name                                  Position                           Since       Age
--------------------    ---------------------------------------------     -----------     ---

<S>                      <C>                                                  <C>         <C>
James L. Wolohan                   Chairman of the Board,                     1994        48
                                       President and                          1986
                                  Chief Executive Officer                     1987

John A. Sieggreen               Executive Vice President and                  1999        37
                                  Chief Operating Officer

David G. Honaman         Senior Vice President and President of the           1999        48
                                     Wolohan Division,
                                    Secretary and Chief                       1995
                                     Financial Officer

Curtis J. LeMaster      Senior Vice President and Chief Information           1999        50
                                          Officer

Dan P. Rogers            Senior Vice President--General Merchandise           1999        49
                         Manager and President of the CML Division

Edward J. Dean                      Corporate Controller                      1984        49

James R. Krapohl                       Treasurer and                          1978        54
                                    Assistant Secretary
</TABLE>


Officers of the registrant are elected each year in April at the Annual
Meeting of the Board of Directors to serve for the ensuing year and until
their successors are elected and qualified.

All of the officers of the registrant named above have held various positions
with the registrant for more than five years, with the exception of John A.
Sieggreen and Dan P. Rogers. Mr. Sieggreen served as Marketing Director of
the registrant until he resigned in February 1994. Thereafter, he was
employed by BMC West until April 1997 when he rejoined the registrant as Vice
President--Operations. Mr. Rogers served as Vice President--Merchandising of
Central Michigan Lumber Company prior to its acquisition by the registrant in
June 1998. Thereafter he served as President of Central Michigan Lumber until
elected to his current position in 1999.


                                      4



<PAGE>
                                   PART II


Item 5. Market for the Registrant's Common Equity and Related Shareholder
        Matters.

        The information set forth under the caption "Common Stock Data" on
        page 4 of the 1999 Annual Report of the registrant to its
        shareholders, is incorporated herein by reference.


Item 6. Selected Financial Data.

        The five year selected financial data set forth under the caption
        "Five Year Performance" on page 6 of the 1999 Annual Report of the
        registrant to its shareholders, is incorporated herein by reference.


Item 7. Management's Discussion and Analysis of Financial Condition and
        Results of Operations.

        The information set forth on pages 7, 8 and 9 of the 1999 Annual
        Report of the registrant to its shareholders, is incorporated herein
        by reference.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

        Not Applicable


Item 8.  Financial Statements and Supplementary Data.

        The report of management, report of independent auditors, and
        financial statements included on pages 10 through 20 of the 1999
        Annual Report of the registrant to its shareholders, are incorporated
        herein by reference.

        The information set forth under the caption "Quarterly Summaries" on
        page 4 of the 1999 Annual Report of the registrant to its
        shareholders, is incorporated herein by reference.


Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.

        None



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                                   PART III


Item 10. Directors and Executive Officers of the Registrant.

        The information set forth under the caption "Information About
        Nominees As Directors" on pages 4 and 5 of the definitive Proxy
        Statement of the registrant, dated March 30, 2000, filed with the
        Securities and Exchange Commission pursuant to Regulation 14A is
        incorporated herein by reference for information as to directors of
        the registrant.

        Reference is made to Part I of this Report for information as to
        executive officers of the registrant.


Item 11. Executive Compensation.

        The information set forth under the captions "Compensation Committee
        Report" on pages 5, 6 and 7 and "Executive Compensation" on pages 7,
        8 and 9 of the definitive Proxy Statement of the registrant, dated
        March 30, 2000, filed with the Securities and Exchange Commission
        pursuant to Regulation 14A is incorporated herein by reference.


Item 12. Security ownership of Certain Beneficial Owners and Management.

        The information set forth under the caption "Security Ownership" on
        pages 2 and 3 of the definitive Proxy Statement of the registrant,
        dated March 30, 2000, filed with the Securities and Exchange
        Commission pursuant to Regulation 14A is incorporated herein by
        reference.


Item 13. Certain Relationships and Related Transactions.

        None.



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                                   PART IV


Item 14.        Exhibits, Financial Statement Schedules and Reports on Form 8-K.

        (a)     (1) and (2) -- The response to this portion of Item 14 is
                submitted as a separate section of this report.

                (3) Listing of Exhibits -- The exhibit marked by one asterisk
                below was filed as an exhibit to Form 10-K of the registrant
                for the year ended December 31, 1980; the exhibits marked
                with three asterisks below were filed as exhibits to Form
                10-Q of the registrant for the quarter ended June 30, 1987;
                the exhibit marked with four asterisks below was filed as an
                exhibit to Form 10-K of the registrant for the year ended
                December 31, 1988; the exhibit marked with five asterisks
                below was filed as an exhibit to Form 10-Q of the registrant
                for the quarter ended June 30, 1990; the exhibit marked with
                six asterisks below was filed as an exhibit to Form 10-Q of
                the registrant for the quarter ended June 30, 1991, the
                exhibit marked with seven asterisks below was filed as an
                exhibit to Form 10-K of the registrant for the year ended
                December 31, 1991; and the exhibit marked with eight
                asterisks below was filed as an exhibit to Form 10-K of the
                registrant for the year ended December 31, 1994 (file number
                0-6169), and are incorporated herein by reference, the
                exhibit number in parenthesis being those in such Form 10-K
                or 10-Q reports.

                Exhibit (3) (a)     *Articles of Incorporation (1)

                Exhibit (3) (b)     ***Amendment to Articles of Incorporation
                                    (3) (a)

                Exhibit (3) (c)     *****Amendment to Articles of
                                    Incorporation (6) (a) (1)

                Exhibit (3) (d)     ****By-laws (3) (c)

                Exhibit (4) (a)     ***Note Agreement dated as of May 1,
                                    1987, between registrant and
                                    Massachusetts Mutual Life Insurance
                                    Company (4)

                Exhibit (4) (b)     *******Note Agreement dated as of January
                                    15, 1992, between registrant and
                                    Principal Mutual Life Insurance Company

                Exhibit (10) (a)    ******1991 Long-Term Incentive Plan of
                                    Wolohan Lumber Co. (6) (a) (1) (X)

                Exhibit (10) (b)    ********Stock Option Plan for
                                    Non-Employee Directors (10) (b) (X)

                (X) A compensatory plan required to be filed as an exhibit.



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                Exhibit (13)        Annual Report of registrant to its
                                    shareholders for the year ended
                                    December 25, 1999

                Exhibit (21)        Subsidiaries of the registrant

                Exhibit (23)        Consent of Independent Auditors


        (b) Reports on Form 8-K filed in the fourth quarter of 1999.

            None


        (c) Exhibits -- The response to this portion of item 14 is submitted
            as a separate section of this report.


        (d) Financial Statement Schedules -- The response to this portion of
            Item 14 is submitted as a separate section of this report.



                                      8



                                  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 on March 24,
2000.

                        WOLOHAN LUMBER CO.


                        By   /s/ James L. Wolohan
                             -----------------------------------------------
                             James L. Wolohan
                             Chairman of the Board, President and Chief
                             Executive Officer (Principal Executive Officer)

                        By   /s/ David G. Honaman
                             -----------------------------------------------
                             David G. Honaman
                             Senior Vice President, Chief Financial Officer
                             and Secretary (Principal Financial Officer)

                        By   /s/ Edward J. Dean
                             -----------------------------------------------
                             Edward J. Dean
                             Corporate Controller (Principal Accounting
                             Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 24, 2000.

Signature                  Title         Signature                  Title
---------                  -----         ---------                  -----

/s/ Hugo E. Braun, Jr.     Director      /s/ John A. Sieggreen     Director
----------------------                   ---------------------
   Hugo E. Braun, Jr.                       John A. Sieggreen

/s/ Leo B. Corwin          Director      /s/ Charles R. Weeks      Director
----------------------                   ---------------------
    Leo B. Corwin                            Charles R. Weeks

/s/ Lee A. Shobe           Director      /s/ James L. Wolohan      Director
----------------------                   ---------------------
    Lee A. Shobe                             James L. Wolohan



                                   9



                          ANNUAL REPORT ON FORM 10-K


                     Item 14 (a) (1) and (2), (c) and (d)


       Lists of Financial Statements and Financial Statement Schedules


                               Certain Exhibits


                       Financial Statement Schedules


                         Year-Ended December 25, 1999


                              WOLOHAN LUMBER CO.


                              SAGINAW, MICHIGAN




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FORM 10-K -- Item 14 (a) (1) and (2)


WOLOHAN LUMBER CO.


List of Financial Statements and Financial Statement Schedules


The following consolidated financial statements, included in the 1999 Annual
Report of the registrant to its shareholders for the year ended December 25,
1999, are incorporated by reference in Item 8:

        Consolidated Balance sheets -- December 25, 1999 and December 26,
        1998.

        Consolidated Statements of income -- Years ended December 25, 1999,
        December 26, 1998 and December 27, 1997.

        Consolidated Statements of shareowners' equity -- Years ended
        December 25, 1999, December 26, 1998 and December 27, 1997.

        Consolidated Statements of cash flows -- Years ended December 25,
        1999, December 26, 1998 and December 27, 1999.

        Notes to consolidated financial statements as of and for the three
        years in the period ended December 25, 1999.


All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been
omitted.






                                     11



                                EXHIBIT INDEX

The exhibit marked by one asterisk below was filed as an exhibit to Form 10-K
of the registrant for the year ended December 31, 1980; the exhibits marked
with three asterisks below were filed as exhibits to Form 10-Q of the
registrant for the quarter ended June 30, 1987; the exhibit marked with four
asterisks below was filed as an exhibit to Form 10-K of the registrant for
the year ended December 31, 1988; the exhibit marked with five asterisks
below was filed as an exhibit to Form 10-Q of the registrant for the quarter
ended June 30, 1990; the exhibit marked with six asterisks below was filed as
an exhibit to Form 10-Q of the registrant for the quarter ended June 30,
1991, the exhibit marked with seven asterisks below was filed as an exhibit
to Form 10-K of the registrant for the year ended December 31, 1991; and the
exhibit marked with eight asterisks below was filed as an exhibit to Form
10-K of the registrant for the year ended December 31, 1994 (file number
0-6169), and are incorporated herein by reference, the exhibit number in
parenthesis being those in such Form 10-K or 10-Q reports.

                                                                   Page Number
                                                                    Sequential
Exhibit                                                              Numbering
Number                                                                  System
-------                                                            -----------

Exhibit  (3)  (a)    *Articles of Incorporation (1)

Exhibit  (3)  (b)    ***Amendment to Articles of Incorpora-
                     tion (3)(a)

Exhibit  (3)  (c)    *****Amendment to Articles of Incorpora-
                     tion (6)(a)(1)

Exhibit  (3)  (d)    ****By-laws (3)(c)

Exhibit  (4)  (a)    ***Note Agreement dated as of May 1, 1987,
                     between registrant and Massachusetts Mutual
                     Life Insurance Company (4)

Exhibit  (4)  (b)    *******Note Agreement dated as of
                     January 15, 1992 between registrant and
                     Principal Mutual Life Insurance Company

Exhibit  (10) (a)    ******1991 Long-Term Incentive Plan of
                     Wolohan Lumber Co. (6)(a)(1)

Exhibit  (10) (b)    ********Stock Option Plan for Non-Employee
                     Directors

Exhibit  (13)        Annual Report of registrant to its                  13-36

                     shareholders for the year ended

                     December 25, 1999

Exhibit  (21)        Subsidiaries of the registrant                         37

Exhibit  (23)        Consent of Independent Auditors                        38






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