================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                           THERMOVIEW INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                                 61-1325129
        (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)               Identification No.)

                              5611 Fern Valley Road
                           Louisville, Kentucky 40232
          (Address of Principal Executive Offices, including Zip Code)


                           THERMOVIEW INDUSTRIES, INC.
                           401(k) PROFIT SHARING PLAN
                            (Full title of the plan)


                               Charlton C. Hundley
                          Secretary and General Counsel
                           ThermoView Industries, Inc.
                              5611 Fern Valley Road
                           Louisville, Kentucky 40232
                     (Name and address of agent for service)


                                 (502) 968-2020
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
=============================  ==============  =========  ========  ============
                                               Proposed   Proposed
                                               maximum    maximum
                                               offering   aggregate  Amount of
   Title of securities         Amount to be    price per  offering  registration
     to be registered          registered (1)  share(2)   price(2)      fee
-----------------------------  --------------  ---------  --------  ------------
Common Stock, $.001 par value  250,000 shares    $.50     $125,000     $10.11
-----------------------------  --------------  ---------  --------  ------------

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(h)(1),  based  upon the  average of the high and low
     prices of the Common  Stock as reported on The American  Stock  Exchange on
     June 3, 2003.

================================================================================


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents,  which have been filed by ThermoView  Industries,
Inc. (the "Registrant") with the Securities and Exchange  Commission pursuant to
the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  are
incorporated in this registration statement by reference and made a part hereof:

1.   The  Registrant's  annual  report on Form 10-K for the  fiscal  year  ended
     December 31, 2002.

2.   The  Registrant's  current report on Form 10-Q for the quarter ending March
     31, 2003.

3.   The description of the Company's  common stock included in the registration
     statement on Form 8-A dated November 16, 1999, as amended.

4.   All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
     or 15(d) of the Exchange Act after the effective date of this  registration
     statement  and prior to the  filing  of a  post-effective  amendment  which
     indicates  that all  securities  offered  hereby  have  been  sold or which
     deregisters  all  securities  then  remaining  unsold shall be deemed to be
     incorporated by reference in this  registration  statement and to be a part
     hereof from the date of filing of such documents.  Any statement  contained
     in a  document  incorporated  by  reference  herein  shall be  deemed to be
     modified or superseded for purposes of this  registration  statement to the
     extent that a  statement  contained  herein  modifies  or  supersedes  such
     statement.  Any such  statement  so  modified  or  superseded  shall not be
     deemed,  except as so modified or superseded,  to constitute a part of this
     registration statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.




                                      II-1

<PAGE>


     Delaware law  authorizes  corporations  to limit or eliminate  the personal
liability of officers and directors to corporations  and their  stockholders for
monetary damages for breach of officers' and directors'  fiduciary duty of care.
The duty of care  requires  that,  when  acting on  behalf  of the  corporation,
officers and directors must exercise an informed  business judgment based on all
material  information  reasonably  available  to them.  Absent  the  limitations
authorized  by  Delaware  law,   officers  and  directors  are   accountable  to
corporations   and  their   stockholders   for  monetary   damages  for  conduct
constituting  gross  negligence in the exercise of their duty of care.  Delaware
law enables corporations to limit available relief to equitable remedies such as
injunction  or  rescission.   Article  7  of  the  Registrant's  certificate  of
incorporation requires the Registrant to indemnify its directors and officers to
the fullest  extent  authorized  or  permitted  by Delaware  law.  Delaware  law
provides that officers and  directors of the  Registrant  will not be personally
liable for monetary  damages for breach of an officer's or director's  fiduciary
duty,  except for  liability  (A) for any breach of the  officer's or director's
duty of loyalty to the Registrant or its stockholders, (B) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (C) for unlawful  payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General  Corporation Law,
or (D) for any  transaction  from  which the  officer  and  director  derived an
improper  personal  benefit.  The  Board of  Directors  has  approved  a form of
indemnification agreement into which the Registrant has entered with each of its
present  directors,  including  those  directors  who are also  officers  of the
Registrant,  and into  which the  Registrant  intends  to enter  with its future
directors. The indemnification  agreement gives directors a specific contractual
right to  indemnification  by the  Registrant.  Although  the  directors  of the
Registrant  presently  have rights to  indemnification  under the  Registrant 's
certificate of incorporation and bylaws and may have protection from liabilities
under the terms of a directors and officers liability insurance policy which the
Registrant  has obtained,  the Board of Directors  believes that the  additional
assurance   provided  by  the  broader   contractual  rights  contained  in  the
indemnification agreement enables the Registrant to attract and retain qualified
directors. The inclusion of these provisions in the certificate of incorporation
and bylaws may reduce the likelihood of derivative  litigation  against officers
and  directors,  and may  discourage or deter  stockholders  or management  from
bringing a lawsuit  against  officers and  directors for breach of their duty of
care, even though a lawsuit,  if successful,  might otherwise have benefited the
Registrant and its stockholders. The Registrant 's certificate of incorporation,
bylaws  and  the  indemnification  agreements  provide  indemnification  to  the
Registrant  's officers and  directors  and their legal  representatives  to the
maximum extent allowed by Delaware law as it exists now or as it may be amended.
These provisions and the  indemnification  agreements do not alter the liability
of officers and directors  under federal  securities  laws and do not affect the
right to sue or to recover  monetary  damages under federal  securities laws for
violations thereof.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The following exhibits are filed as part of this registration statement:

  Exhibit                   Description of Exhibits
  Number

   4.01 - Restated  Certificate of Incorporation of the Registrant,  Certificate
          of  Amendment  of  Restated   Certificate  of   Incorporation  of  the
          Registrant and Second Certificate of Amendment of Restated Certificate
          of Incorporation of the registrant  (incorporated  herein by reference
          to exhibits  3.1,  3.1(a) and 3.1(b) filed with the  Company's  Annual
          Report on Form 10-K (file no.  001-15469)  for the  fiscal  year ended
          December 31, 1999)


                                      II-2
<PAGE>

   4.02 - Amended and Restated By-Laws of the Registrant (incorporated herein by
          reference  to exhibit 3.3 filed with the  Company's  Annual  Report on
          Form 10-K (file no.  001-15469) for the fiscal year ended December 31,
          1999)
   5.01 - Opinion and Consent of Stites & Harbison, PLLC
  23.01 - Consent of Stites & Harbison, PLLC (included in Exhibit 5.01)
  23.02 - Consent of Ernst & Young, LLP
  23.03 - Consent of Crowe, Chizek and Company LLC
  23.04 - Information Regarding Consent of Arthur Andersen


Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (a) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933, as amended (the "Act");

          (b) To reflect in the prospectus any facts or events arising after the
     effective  date  of  the   registration   statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement; and

          (c) To include any  material  information  with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

provided,  however,  that the  undertakings  set forth in paragraphs (a) and (b)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this registration statement.

     (2) That, for the purpose of determining  any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of  determining  any liability  under the Act, each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  herein,  and the offering of such  securities  at that time
shall be deemed to be the initial bona fide offering thereof.



                                      II-3

<PAGE>

     Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted to directors,  officers and controlling persons of the Registrant, the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
















                                      II-4

<page>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Louisville,  Commonwealth of Kentucky, on the 4th day
of June, 2003.

                              THERMOVIEW INDUSTRIES, INC.



                              By:    /s/ Charles L. Smith
                                 -----------------------------------------------
                                            Charles L. Smith, President


        Signature                           Title                      Date

/s/ Charles L. Smith               Director, President
------------------------------     and Chief Executive Officer      June 4, 2003
Charles L. Smith

/s/ Charlton C. Hundley            Secretary                        June 4, 2003
------------------------------
Charlton C. Hundley

/s/ Stephen A. Hoffmann            Chairman of the
------------------------------     Board of Directors               June 4, 2003
Stephen A. Hoffmann

/s/ J. Sherman Henderson           Director                         June 4, 2003
------------------------------
J. Sherman Henderson

/s/ Raymond C. Dauenhauer, Jr.     Director                         June 4, 2003
------------------------------
Raymond C. Dauenhauer, Jr.

/s/ Ronald L. Carmicle             Director                         June 4, 2003
------------------------------
Ronald L. Carmicle

/s/ Robert L. Cox                  Director                         June 4, 2003
------------------------------
Robert L. Cox

/s/ Bruce C. Merrick               Director                         June 4, 2003
------------------------------
Bruce C. Merrick

/s/ George T. Underhill, III       Director                         June 4, 2003
------------------------------
George T. Underhill, III



                                      II-6
<PAGE>

                                INDEX TO EXHIBITS

 Exhibit                   Description of Exhibits
  Number

   4.01 - Restated  Certificate of Incorporation of the Registrant,  Certificate
          of  Amendment  of  Restated   Certificate  of   Incorporation  of  the
          Registrant and Second Certificate of Amendment of Restated Certificate
          of Incorporation of the registrant  (incorporated  herein by reference
          to exhibits  3.1,  3.1(a) and 3.1(b) filed with the  Company's  Annual
          Report on Form 10-K (file no.  001-15469)  for the  fiscal  year ended
          December 31, 1999)
   4.02 - Amended and Restated By-Laws of the Registrant (incorporated herein by
          reference  to exhibit 3.3 filed with the  Company's  Annual  Report on
          Form 10-K (file no.  001-15469) for the fiscal year ended December 31,
          1999)
   5.01 - Opinion and Consent of Stites & Harbison, PLLC
  23.01 - Consent of Stites & Harbison, PLLC (included in Exhibit 5.01)
  23.02 - Consent of Ernst & Young, LLP
  23.03 - Consent of Crowe, Chizek and Company LLC
  23.04 - Information Regarding Consent of Arthur Andersen





                                      II-6

<PAGE>


Exhibit 5.01
June 4, 2003



ThermoView Industries, Inc.
5611 Fern Valley Road
Louisville, Kentucky  40228

         RE: REGISTRATION STATEMENT ON FORM S-8 401(K) PLAN

Ladies and Gentlemen:

     We have acted as counsel for ThermoView Industries, Inc. (the "Company") in
connection with the  preparation and filing of a registration  statement on Form
S-8 (the "Registration Statement"),  relating to the registration by the Company
under the  Securities  Act of 1933,  as amended  (the  "Act"),  of up to 250,000
shares (plus an indeterminate amount of interests pursuant to Rule 416(c) of the
Act) of the  Company's  common  stock,  $0.001 par value per share (the  "Common
Stock"),  to be  issued  by  the  Company  in  connection  with  the  ThermoView
Industries, Inc. 401(k) Profit Sharing Plan (the "Plan").

     In connection with this opinion, we have considered such matters of law and
examined the  originals or copies,  certified  or  otherwise  identified  to our
satisfaction,  of such  documents  and  corporate  and  other  records  and have
obtained such certificates,  letters,  representations  and information from the
officers,  directors  and  employees  of the  Company and from others as we have
deemed  necessary or appropriate  to enable us to render the opinions  expressed
herein.

     Based  upon  and  in  reliance  upon  the  foregoing,  and  subject  to the
qualifications and assumptions set forth below, it is our opinion that, when (a)
the  Registration  Statement has become effective in accordance with the Act and
the rules and regulations thereunder and the provisions of such state securities
or "blue sky" laws as may be  applicable  have been complied  with,  and (b) the
Common Stock has been duly delivered against payment therefor,  the Common Stock
to  be  issued  by  the  Company  will  be  legally   issued,   fully  paid  and
nonassessable.

     Our opinion is limited by and subject to the following:

     (a) In rendering  our opinion we have assumed that, at the time of issuance
and sale of the Common Stock, the Company will be a corporation validly existing
and in good standing under the laws of the State of Delaware.

     (b) In our examination of all documents,  certificates and records, we have
assumed without investigation the authenticity and completeness of all documents
submitted to us as originals,  the  conformity to the originals of all documents


                                      II-7

<PAGE>


submitted to us as copies and the authenticity and completeness of the originals
of all documents submitted to us as copies. We have also assumed the genuineness
of all signatures,  the legal capacity of natural persons,  the authority of all
persons  executing  documents  on behalf of the parties  thereto  other than the
Company,  and the due authorization,  execution and delivery of all documents by
the parties thereto other than the Company.

     (c) Our opinion is based  solely on and limited to the laws of the State of
Delaware  and the federal  laws of the United  States of America.  We express no
opinion as to the laws of any other jurisdiction.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                                       Very truly yours,

                                       /s/ STITES & HARBISON, PLLC
                                       400 West Market Street, Suite 1800
                                       Louisville, KY  40202









                                      II-8
<PAGE>


Exhibit 23.02



                         Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining  to the  registration  of common  stock for the  401(k)  Profit
Sharing Plan of ThermoView Industries,  Inc. of our report dated March 23, 2001,
with respect to the consolidated financial statements and schedule of ThermoView
Industries,  Inc. and subsidiaries for the year ended December 31, 2000 included
in its Annual  Report (Form 10-K) for the year ended  December  31, 2002,  filed
with the Securities and Exchange Commission.



                                       /s/ Ernst & Young LLP


Louisville, Kentucky
May 30, 2003












                                      II-9
<PAGE>

Exhibit 23.03


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



We hereby consent to the incorporation by reference in the Form S-8 Registration
Statement  pertaining  to the  registration  of common stock for the  ThermoView
Industries,  Inc.  401(k) Profit  Sharing Plan of our report dated  February 14,
2003,  except  Notes 7 and 8 as to  which  the date is March  31,  2003,  on the
consolidated financial statements and schedules of ThermoView  Industries,  Inc.
as of  December  31,  2002  and for the  year  then  ended  as  included  in the
registrant's  annual  report on Form  10-K,  as filed  with the  Securities  and
Exchange Commission.




                                 /s/ Crowe Chizek and Company LLC

Louisville, Kentucky
May 30, 2003










                                     II-10

<PAGE>


EXHIBIT 23.04

INFORMATION REGARDING CONSENT OF ARTHUR ANDERSEN

Section 11 (a) of the Securities Act of 1933, as amended (the "Securities Act"),
provides  that  if part  of a  registration  statement  at the  time it  becomes
effective  contains an untrue  statement of a material fact, or omits a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading,  any person acquiring a security  pursuant to such  registration
statement  (unless it is proved that at the time of such acquisition such person
knew of such untruth or omission) may assert a claim against,  among others,  an
accountant  who has  consented to be named as having  certified  any part of the
registration  statement or as having  prepared any report for use in  connection
with the registration statement.

     In August of 2002,  Arthur Andersen LLP ("Andersen")  ceased operations and
accordingly, Andersen is unable to consent to the use of their audit report with
respect to ThermoView Industries, Inc.'s consolidated financial statements as of
December 31, 2001 and for the year then ended. Under these  circumstances,  Rule
437a under the Securities Act permits  ThermoView  Industries,  Inc. to file its
Annual Report on Form 10-K, which is incorporated by reference into the Form S-8
Registration  Statement,  without a written consent from Andersen.  As a result,
with respect to transactions in ThermoView Industries,  Inc. securities pursuant
to  registration  statements  that  occur  subsequent  to  the  date  ThermoView
Industries,  Inc.'s Annual Report on Form 10-K was filed with the Securities and
Exchange Commission, Andersen will not have any liability under Section 11(a) of
the Securities Act for any untrue statements of a material fact contained in the
financial  statements  audited by Andersen or any  omissions of a material  fact
required  to be  stated  therein.  Accordingly,  you would be unable to assert a
claim against Andersen under Section 11(a) of the Securities Act, based upon the
incorporation by reference of ThermoView  Industries,  Inc.'s Form 10-K into the
Form S-8  Registration  Statement,  because  Andersen has not  consented to this
information.









                                     II-11
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{"company-data": {"conformed-name": "THERMOVIEW INDUSTRIES INC", "cik": "0001083753", "assigned-sic": "3089", "irs-number": "611325129", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105856", "film-number": "03734044"}, "business-address": {"street1": "5611 FERN VALLEY ROAD", "street2": "SUITE 203", "city": "LOUISVILLE", "state": "KY", "zip": "40222", "phone": "5024125600"}, "mail-address": {"street1": "1101 HERR LANE", "city": "LOUISVILLE", "state": "KY", "zip": "40222"}}
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                           THERMOVIEW INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

                 Delaware                                 61-1325129
        (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)               Identification No.)

                              5611 Fern Valley Road
                           Louisville, Kentucky 40232
          (Address of Principal Executive Offices, including Zip Code)

                           THERMOVIEW INDUSTRIES, INC.
                           401(k) PROFIT SHARING PLAN
                            (Full title of the plan)

                               Charlton C. Hundley
                          Secretary and General Counsel
                           ThermoView Industries, Inc.
                              5611 Fern Valley Road
                           Louisville, Kentucky 40232
                     (Name and address of agent for service)

                                 (502) 968-2020
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
=============================  ==============  =========  ========  ============
                                               Proposed   Proposed
                                               maximum    maximum
                                               offering   aggregate  Amount of
   Title of securities         Amount to be    price per  offering  registration
     to be registered          registered (1)  share(2)   price(2)      fee
-----------------------------  --------------  ---------  --------  ------------
Common Stock, $.001 par value  250,000 shares    $.50     $125,000     $10.11
-----------------------------  --------------  ---------  --------  ------------

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(h)(1),  based  upon the  average of the high and low
     prices of the Common  Stock as reported on The American  Stock  Exchange on
     June 3, 2003.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents,  which have been filed by ThermoView  Industries,
Inc. (the "Registrant") with the Securities and Exchange  Commission pursuant to
the  Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  are
incorporated in this registration statement by reference and made a part hereof:

1.   The  Registrant's  annual  report on Form 10-K for the  fiscal  year  ended
     December 31, 2002.

2.   The  Registrant's  current report on Form 10-Q for the quarter ending March
     31, 2003.

3.   The description of the Company's  common stock included in the registration
     statement on Form 8-A dated November 16, 1999, as amended.

4.   All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
     or 15(d) of the Exchange Act after the effective date of this  registration
     statement  and prior to the  filing  of a  post-effective  amendment  which
     indicates  that all  securities  offered  hereby  have  been  sold or which
     deregisters  all  securities  then  remaining  unsold shall be deemed to be
     incorporated by reference in this  registration  statement and to be a part
     hereof from the date of filing of such documents.  Any statement  contained
     in a  document  incorporated  by  reference  herein  shall be  deemed to be
     modified or superseded for purposes of this  registration  statement to the
     extent that a  statement  contained  herein  modifies  or  supersedes  such
     statement.  Any such  statement  so  modified  or  superseded  shall not be
     deemed,  except as so modified or superseded,  to constitute a part of this
     registration statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

                                      II-1
Delaware law  authorizes  corporations  to limit or eliminate  the personal
liability of officers and directors to corporations  and their  stockholders for
monetary damages for breach of officers' and directors'  fiduciary duty of care.
The duty of care  requires  that,  when  acting on  behalf  of the  corporation,
officers and directors must exercise an informed  business judgment based on all
material  information  reasonably  available  to them.  Absent  the  limitations
authorized  by  Delaware  law,   officers  and  directors  are   accountable  to
corporations   and  their   stockholders   for  monetary   damages  for  conduct
constituting  gross  negligence in the exercise of their duty of care.  Delaware
law enables corporations to limit available relief to equitable remedies such as
injunction  or  rescission.   Article  7  of  the  Registrant's  certificate  of
incorporation requires the Registrant to indemnify its directors and officers to
the fullest  extent  authorized  or  permitted  by Delaware  law.  Delaware  law
provides that officers and  directors of the  Registrant  will not be personally
liable for monetary  damages for breach of an officer's or director's  fiduciary
duty,  except for  liability  (A) for any breach of the  officer's or director's
duty of loyalty to the Registrant or its stockholders, (B) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (C) for unlawful  payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General  Corporation Law,
or (D) for any  transaction  from  which the  officer  and  director  derived an
improper  personal  benefit.  The  Board of  Directors  has  approved  a form of
indemnification agreement into which the Registrant has entered with each of its
present  directors,  including  those  directors  who are also  officers  of the
Registrant,  and into  which the  Registrant  intends  to enter  with its future
directors. The indemnification  agreement gives directors a specific contractual
right to  indemnification  by the  Registrant.  Although  the  directors  of the
Registrant  presently  have rights to  indemnification  under the  Registrant 's
certificate of incorporation and bylaws and may have protection from liabilities
under the terms of a directors and officers liability insurance policy which the
Registrant  has obtained,  the Board of Directors  believes that the  additional
assurance   provided  by  the  broader   contractual  rights  contained  in  the
indemnification agreement enables the Registrant to attract and retain qualified
directors. The inclusion of these provisions in the certificate of incorporation
and bylaws may reduce the likelihood of derivative  litigation  against officers
and  directors,  and may  discourage or deter  stockholders  or management  from
bringing a lawsuit  against  officers and  directors for breach of their duty of
care, even though a lawsuit,  if successful,  might otherwise have benefited the
Registrant and its stockholders. The Registrant 's certificate of incorporation,
bylaws  and  the  indemnification  agreements  provide  indemnification  to  the
Registrant  's officers and  directors  and their legal  representatives  to the
maximum extent allowed by Delaware law as it exists now or as it may be amended.
These provisions and the  indemnification  agreements do not alter the liability
of officers and directors  under federal  securities  laws and do not affect the
right to sue or to recover  monetary  damages under federal  securities laws for
violations thereof.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The following exhibits are filed as part of this registration statement:

  Exhibit                   Description of Exhibits
  Number

   4.01 - Restated  Certificate of Incorporation of the Registrant,  Certificate
          of  Amendment  of  Restated   Certificate  of   Incorporation  of  the
          Registrant and Second Certificate of Amendment of Restated Certificate
          of Incorporation of the registrant  (incorporated  herein by reference
          to exhibits  3.1,  3.1(a) and 3.1(b) filed with the  Company's  Annual
          Report on Form 10-K (file no.  001-15469)  for the  fiscal  year ended
          December 31, 1999)

                                      II-2
4.02 - Amended and Restated By-Laws of the Registrant (incorporated herein by
          reference  to exhibit 3.3 filed with the  Company's  Annual  Report on
          Form 10-K (file no.  001-15469) for the fiscal year ended December 31,
          1999)
   5.01 - Opinion and Consent of Stites & Harbison, PLLC
  23.01 - Consent of Stites & Harbison, PLLC (included in Exhibit 5.01)
  23.02 - Consent of Ernst & Young, LLP
  23.03 - Consent of Crowe, Chizek and Company LLC
  23.04 - Information Regarding Consent of Arthur Andersen

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

          (a) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933, as amended (the "Act");

          (b) To reflect in the prospectus any facts or events arising after the
     effective  date  of  the   registration   statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration statement; and

          (c) To include any  material  information  with respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement;

provided,  however,  that the  undertakings  set forth in paragraphs (a) and (b)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this registration statement.

     (2) That, for the purpose of determining  any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of  determining  any liability  under the Act, each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  herein,  and the offering of such  securities  at that time
shall be deemed to be the initial bona fide offering thereof.

                                      II-3
Insofar as  indemnification  for  liabilities  arising under the Act may be
permitted to directors,  officers and controlling persons of the Registrant, the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Louisville,  Commonwealth of Kentucky, on the 4th day
of June, 2003.

                              THERMOVIEW INDUSTRIES, INC.

                              By:    /s/ Charles L. Smith
                                 -----------------------------------------------
                                            Charles L. Smith, President

        Signature                           Title                      Date

/s/ Charles L. Smith               Director, President
------------------------------     and Chief Executive Officer      June 4, 2003
Charles L. Smith

/s/ Charlton C. Hundley            Secretary                        June 4, 2003
------------------------------
Charlton C. Hundley

/s/ Stephen A. Hoffmann            Chairman of the
------------------------------     Board of Directors               June 4, 2003
Stephen A. Hoffmann

/s/ J. Sherman Henderson           Director                         June 4, 2003
------------------------------
J. Sherman Henderson

/s/ Raymond C. Dauenhauer, Jr.     Director                         June 4, 2003
------------------------------
Raymond C. Dauenhauer, Jr.

/s/ Ronald L. Carmicle             Director                         June 4, 2003
------------------------------
Ronald L. Carmicle

/s/ Robert L. Cox                  Director                         June 4, 2003
------------------------------
Robert L. Cox

/s/ Bruce C. Merrick               Director                         June 4, 2003
------------------------------
Bruce C. Merrick

/s/ George T. Underhill, III       Director                         June 4, 2003
------------------------------
George T. Underhill, III

                                      II-6
INDEX TO EXHIBITS

 Exhibit                   Description of Exhibits
  Number

   4.01 - Restated  Certificate of Incorporation of the Registrant,  Certificate
          of  Amendment  of  Restated   Certificate  of   Incorporation  of  the
          Registrant and Second Certificate of Amendment of Restated Certificate
          of Incorporation of the registrant  (incorporated  herein by reference
          to exhibits  3.1,  3.1(a) and 3.1(b) filed with the  Company's  Annual
          Report on Form 10-K (file no.  001-15469)  for the  fiscal  year ended
          December 31, 1999)
   4.02 - Amended and Restated By-Laws of the Registrant (incorporated herein by
          reference  to exhibit 3.3 filed with the  Company's  Annual  Report on
          Form 10-K (file no.  001-15469) for the fiscal year ended December 31,
          1999)
   5.01 - Opinion and Consent of Stites & Harbison, PLLC
  23.01 - Consent of Stites & Harbison, PLLC (included in Exhibit 5.01)
  23.02 - Consent of Ernst & Young, LLP
  23.03 - Consent of Crowe, Chizek and Company LLC
  23.04 - Information Regarding Consent of Arthur Andersen

                                      II-6
Exhibit 5.01
June 4, 2003

ThermoView Industries, Inc.
5611 Fern Valley Road
Louisville, Kentucky  40228

         RE: REGISTRATION STATEMENT ON FORM S-8 401(K) PLAN

Ladies and Gentlemen:

     We have acted as counsel for ThermoView Industries, Inc. (the "Company") in
connection with the  preparation and filing of a registration  statement on Form
S-8 (the "Registration Statement"),  relating to the registration by the Company
under the  Securities  Act of 1933,  as amended  (the  "Act"),  of up to 250,000
shares (plus an indeterminate amount of interests pursuant to Rule 416(c) of the
Act) of the  Company's  common  stock,  $0.001 par value per share (the  "Common
Stock"),  to be  issued  by  the  Company  in  connection  with  the  ThermoView
Industries, Inc. 401(k) Profit Sharing Plan (the "Plan").

     In connection with this opinion, we have considered such matters of law and
examined the  originals or copies,  certified  or  otherwise  identified  to our
satisfaction,  of such  documents  and  corporate  and  other  records  and have
obtained such certificates,  letters,  representations  and information from the
officers,  directors  and  employees  of the  Company and from others as we have
deemed  necessary or appropriate  to enable us to render the opinions  expressed
herein.

     Based  upon  and  in  reliance  upon  the  foregoing,  and  subject  to the
qualifications and assumptions set forth below, it is our opinion that, when (a)
the  Registration  Statement has become effective in accordance with the Act and
the rules and regulations thereunder and the provisions of such state securities
or "blue sky" laws as may be  applicable  have been complied  with,  and (b) the
Common Stock has been duly delivered against payment therefor,  the Common Stock
to  be  issued  by  the  Company  will  be  legally   issued,   fully  paid  and
nonassessable.

     Our opinion is limited by and subject to the following:

     (a) In rendering  our opinion we have assumed that, at the time of issuance
and sale of the Common Stock, the Company will be a corporation validly existing
and in good standing under the laws of the State of Delaware.

     (b) In our examination of all documents,  certificates and records, we have
assumed without investigation the authenticity and completeness of all documents
submitted to us as originals,  the  conformity to the originals of all documents

                                      II-7
submitted to us as copies and the authenticity and completeness of the originals
of all documents submitted to us as copies. We have also assumed the genuineness
of all signatures,  the legal capacity of natural persons,  the authority of all
persons  executing  documents  on behalf of the parties  thereto  other than the
Company,  and the due authorization,  execution and delivery of all documents by
the parties thereto other than the Company.

     (c) Our opinion is based  solely on and limited to the laws of the State of
Delaware  and the federal  laws of the United  States of America.  We express no
opinion as to the laws of any other jurisdiction.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                                       Very truly yours,

                                       /s/ STITES & HARBISON, PLLC
                                       400 West Market Street, Suite 1800
                                       Louisville, KY  40202

                                      II-8
Exhibit 23.02

                         Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining  to the  registration  of common  stock for the  401(k)  Profit
Sharing Plan of ThermoView Industries,  Inc. of our report dated March 23, 2001,
with respect to the consolidated financial statements and schedule of ThermoView
Industries,  Inc. and subsidiaries for the year ended December 31, 2000 included
in its Annual  Report (Form 10-K) for the year ended  December  31, 2002,  filed
with the Securities and Exchange Commission.

                                       /s/ Ernst & Young LLP

Louisville, Kentucky
May 30, 2003

                                      II-9
Exhibit 23.03

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Form S-8 Registration
Statement  pertaining  to the  registration  of common stock for the  ThermoView
Industries,  Inc.  401(k) Profit  Sharing Plan of our report dated  February 14,
2003,  except  Notes 7 and 8 as to  which  the date is March  31,  2003,  on the
consolidated financial statements and schedules of ThermoView  Industries,  Inc.
as of  December  31,  2002  and for the  year  then  ended  as  included  in the
registrant's  annual  report on Form  10-K,  as filed  with the  Securities  and
Exchange Commission.

                                 /s/ Crowe Chizek and Company LLC

Louisville, Kentucky
May 30, 2003

                                     II-10
EXHIBIT 23.04

INFORMATION REGARDING CONSENT OF ARTHUR ANDERSEN

Section 11 (a) of the Securities Act of 1933, as amended (the "Securities Act"),
provides  that  if part  of a  registration  statement  at the  time it  becomes
effective  contains an untrue  statement of a material fact, or omits a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading,  any person acquiring a security  pursuant to such  registration
statement  (unless it is proved that at the time of such acquisition such person
knew of such untruth or omission) may assert a claim against,  among others,  an
accountant  who has  consented to be named as having  certified  any part of the
registration  statement or as having  prepared any report for use in  connection
with the registration statement.

     In August of 2002,  Arthur Andersen LLP ("Andersen")  ceased operations and
accordingly, Andersen is unable to consent to the use of their audit report with
respect to ThermoView Industries, Inc.'s consolidated financial statements as of
December 31, 2001 and for the year then ended. Under these  circumstances,  Rule
437a under the Securities Act permits  ThermoView  Industries,  Inc. to file its
Annual Report on Form 10-K, which is incorporated by reference into the Form S-8
Registration  Statement,  without a written consent from Andersen.  As a result,
with respect to transactions in ThermoView Industries,  Inc. securities pursuant
to  registration  statements  that  occur  subsequent  to  the  date  ThermoView
Industries,  Inc.'s Annual Report on Form 10-K was filed with the Securities and
Exchange Commission, Andersen will not have any liability under Section 11(a) of
the Securities Act for any untrue statements of a material fact contained in the
financial  statements  audited by Andersen or any  omissions of a material  fact
required  to be  stated  therein.  Accordingly,  you would be unable to assert a
claim against Andersen under Section 11(a) of the Securities Act, based upon the
incorporation by reference of ThermoView  Industries,  Inc.'s Form 10-K into the
Form S-8  Registration  Statement,  because  Andersen has not  consented to this
information.

                                     II-11