United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

          PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

       Date of Report (Date of earliest event reported) : August 22, 2003




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

        Delaware                    1-14967                   36-3554758
        --------                   ----------                 ----------
 (State of Incorporation)     (Commission File No.)         (IRS Employer
                                                          Identification No.)

             706 North Deerpath Drive, Vernon Hills, Illinois 60061
             ------------------------------------------------------
                    (Address of principal executive offices)
                                 (847) 367-3400
                                 --------------
              (Registrant's telephone number, including area code)




Item 5.  Other Events and Required FD Disclosure.
- -------------------------------------------------

     On August 21, 2003, the Company received a letter from NASDAQ stating that,
based on the Company's  Quarterly Report on Form 10-Q for the quarter ended June
28,  2003,  the Company  does not comply with  Marketplace  Rule  4310(c)(2)(B).
Therefore  the Staff of the NASDAQ is reviewing the  Company's  eligibility  for
continued  listing on The NASDAQ SmallCap  Market.  A copy of NASDAQ's letter is
attached as Exhibit 99 to this  Current  Report on Form 8-K and is  incorporated
herein by reference.


Item 7.Financial Statement, Pro Forma Financial Information and Exhibits.
- -------------------------------------------------------------------------

(c) Exhibits
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Exhibit Number               Description of Exhibits 99

Letter, dated August 20, 2003, from NASDAQ




2
NASDAQ
Douglas D. McKenney, CFA               -
Director
Listing Qualifications
The Nasdaq Stock Market, Inc.
301-978-5011

August 20, 2003
                        By Facsimile and First Class Mail
Mr. James A. Hopwood
Senior Vice President and Chief Financial Officer
Wickes, Inc.
706 North Deerpath Drive
Vernon Hills, IL 6006!

Re:  Wickes, Inc. (the "Company')

Dear Mr. Hopwood:

Based on the Form l0-Q for the period ended June 28, 2003, Staff determined that
the Company's  stockholders' equity was $(9,427,000).  In addition, as of August
19,  2003,  Staff  determined  that the market  value of listed  securities  was
7,394,106.1 Finally, the Company reported net (losses from continuing operations
of $(20,486,000), $(15,590,000), and $(8,481,000), in its annual filings for the
fiscal years ended 2002, 2001,  2000,  respectively.2  Accordingly,  the Company
does not comply with Marketplace Rule 4310(c)(2)(B),  which requires the Company
to have a minimum of $2,500,000 in  stockholders'  equity or $35,000,000  market
value of listed securities or $500,000 of net income from continuing  operations
for the most  recently  completed  fiscal year or two of the three most recently
completed fiscal years.

Under these  circumstances,  Staff is reviewing  the Company's  eligibility  for
continued  listing on The Nasdaq  SmallCap  Market.  To facilitate  this review,
please provide on or before  September 4, 2003,  the Company's  specific plan to
achieve and  sustain  compliance  with all The Nasdaq  SmallCap  Market  listing
requirements,  including the time frame for  completion of the plan. The Company
is encouraged to provide any relevant  documentation,  including but not limited
to financial projections,  agreements, offering circulars, letters of intent and
contracts.  Staff will contact the Company  after  reviewing the plan and notify
you if we have any  questions  or concerns  regarding  the plan.  If,  after the
conclusion of our review process,  Staff determines that the Company's plan does
not adequately  address the issues noted, we will provide  written  notification
that its  securities  will be  delisted.  At that time,  the  Company may appeal
Staffs decision to a Nasdaq Listing Qualifications Panel.

If you have any questions, please contact me at 301-978-8011.

Sincerely,

Douglas McKenney

1 Listed  securities means  securities  quoted on Nasdaq or listed on a national
securities exchange. The calculation is based on 8,307,984 shares outstanding as
of July 31, 2003 multiplied by the closing inside bid price of $0.89.

2 Fiscal years  ending  December 2& 2002;  December  29, 2001;  and December 30,
2000.