UNITED STATES  
  
               SECURITIES AND EXCHANGE COMMISSION  
  
                     Washington, D.C. 20549  
  
                            FORM 10-Q  
  
  
Quarterly Report Pursuant to Section 13 or 15(d) of the   
Securities Exchange Act of 1934  
  
For the quarterly period ended  September 30, 1997
       
  
Commission file Number   1-9457  

           SHELBY WILLIAMS INDUSTRIES, INC.                  
(Exact name of registrant as specified in its charter.)  
  
            Delaware                  62-0974443     
(State or other jurisdiction of    (I.R.S. Employer  
incorporation or organization)     Identification No.)  
  
    11-111 Merchandise Mart       
      Chicago, Illinois                        60654 
(Address of principal executive offices)     (Zip Code)  
  
Registrant's telephone number, including area code:    
                  (312) 527-3593

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 of 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 [ ]  
  
     At October 29, 1997, there were 9,347,563 shares of registrant's 
common stock outstanding.

<PAGE>  
<TABLE>  

                    PART I - FINANCIAL INFORMATION

                    SHELBY WILLIAMS INDUSTRIES, INC.                                             

                   Consolidated Statements of Income                                                                           

                   Three Months and Nine Months Ended   

                       September 30, 1997 and 1996
                              (Unaudited)  
  
(Amounts in thousands, except per share data)  
<CAPTION>  
                               Three Months Ended      Nine Months Ended
                                  September 30,          September 30,  
                                 1997       1996        1997       1996
                               ________   ________    ________   ________
                                                           
                           
<S>                               <C>                    <C>             
Net sales                       $45,528    $43,250    $132,786  $127,532                

Cost of goods sold               34,916     33,345     102,213    98,642      
                                 ______     ______      ______    ______
Gross profit                     10,612      9,905      30,573    28,890                       

Selling, general and  
 administrative  
 expenses                         6,522      6,433      19,115    19,340             
                                 ______     ______      ______    ______
                                  4,090      3,472      11,458     9,550            
Other deductions 
  (income):
  Interest expense                  162        253         479       807
  Interest and dividend    
    income                         (185)        (2)       (393)       (4)                  
  Miscellaneous 
     income                         (29)       (14)       (104)       (2)             
                                 ______     ______      ______    ______
                                    (52)       237         (18)      801
                                 ______     ______      ______    ______
Income before income
  taxes                           4,142      3,235      11,476     8,749                                             
                                 ______     ______      ______    ______
Income taxes:
  Current                         1,349        976       3,692     2,594
  Deferred                           59         59         177       178
                                 ______     ______      ______    ______
                                  1,408      1,035       3,869     2,772                          
                                 ______     ______      ______    ______

Net income                     $  2,734    $ 2,200     $ 7,607   $ 5,977          
                                 ======     ======      ======    ======
Net income per share           $    .29    $   .25     $   .83   $   .68 
                                 ======     ======      ======    ======
Weighted average number
  of common shares
  outstanding                     9,348      8,758       9,148     8,820
                                 ======     ======      ======    ======         


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<TABLE>         

                       SHELBY WILLIAMS INDUSTRIES, INC. 

                         Consolidated Balance Sheets

                   September 30, 1997 and December 31, 1996
                                 (Unaudited)


(Amounts in thousands, except per share data)  
<CAPTION>  
                                 September 30, 1997    December 31, 1996 
                                   _______________     _________________
                                 
<S>                                      <C>                  <C> 
ASSETS  
Current assets:   
  Cash and cash equivalents          $ 11,465              $ 1,039       
  Accounts receivable, less
    allowance for doubtful
    accounts of $400 at
    September 30, 1997 and
    $402 at December 31,
    1996                               28,275               25,224
  Inventories:
  Raw materials                        10,731               11,615
  Work in process                       2,175                4,414
  Finished goods                       12,685               11,194
                                       ______               ______
                                       25,591               27,223
  Prepaid expense                       4,100                3,691
                                       ______               ______
Total current assets                   69,431               57,177
Excess of cost over net assets
  of acquired company                     162                  169
Property, plant and equipment
  at cost:
  Land and land improvements            2,961                2,930
  Buildings and leasehold
    improvements                       22,990               22,969
  Machinery and equipment              22,927               24,207
  Construction in progress              1,280                    -                 
                                       ______               ______
                                       50,158               50,106
    Less accumulated
      depreciation and
      amortization                     23,663               24,145
                                       ______               ______
                                       26,495               25,961
Other assets                            1,180                1,371
                                       ______               ______
                                      $97,268              $84,678
                                       ======               ======
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<CAPTION>  
LIABILITIES AND STOCKHOLDERS' EQUITY   
<S>                                      <C>                 <C> 
Current liabilities:  
  Accounts payable                    $ 6,647              $ 9,002           
  Customer deposits on                 
    orders in process                   5,356                3,690  
  Accrued liabilities                   5,299                4,172
  Income taxes                            906                1,707               
  Current portion of long-
    term debt                           4,000                1,000
                                       ______               ______
Total current liabilities              22,208               19,571

Long-term debt                          4,000                7,000
Deferred income taxes                   2,314                2,137

Stockholder's equity:
  Common stock, $.05 par value;
    authorized 30,000 shares;
    issued 11,848 shares
    (1996-11,814 shares)                  592                  591
  Capital in excess of par value        9,837                8,143
  Retained earnings                    74,583               69,172
  Pension liability adjustment           (789)                (789)              
                                       ______               ______
                                       84,223               77,117
Less common stock held in
  treasury; 2,500 shares
  at cost (1996-3,047)                 15,477               21,147
                                       ______               ______
Total stockholders' equity             68,746               55,970
                                       ______               ______
                                      $97,268              $84,678
                                       ======               ======


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<TABLE>  
                        SHELBY WILLIAMS INDUSTRIES, INC. 
  
                      Consolidated Statements of Cash Flows  
  
                   Nine Months Ended September 30, 1997 and 1996  
                                  (Unaudited)  
  
(Amounts in thousands)  
<CAPTION>  
                                                
                                              1997               1996
                                           ___________________________
<S>                                           <C>                <C>  
Cash flows from operating activities:
  Net income                                $7,607             $5,977
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
    Depreciation and amoritzation            1,934              2,065
    Provision for losses on accounts
      receivable                                91                 43
    Change in assets and liabilities net
      of effects from sale of facility:
      Accounts receivable                   (3,142)              1,299 
      Inventories                            1,632              (2,131)  
      Prepaid expenses                        (409)               (819)
      Accounts payable and accrued
        liabilities                            438              (1,366)           
      Income taxes payable                    (801)               (169)
    Increase in deferred taxes                 177                 178           
    Other                                      191                  16
                                             _____               _____
Net cash provided by operating 
  activities                                 7,718               5,093
                                             _____               _____
Cash flows from investing activities:
  Proceeds from disposal of property,
    plant and equipment                        140                   5
  Proceeds from sale of facility                 -               2,000   
  Capital expenditures                      (2,601)               (945)          
                                             _____               _____
Net cash provided (used) by
  investing activities                      (2,461)              1,060
                                             _____               _____
Cash flows from financing activities:
  Sale of treasury stock at public offering  7,953                   -
  Net repayment of short-term
    borrowings                                   -              (3,100)
  Principal payments of long-term debt           -                 (32)
  Sale of common stock under stock
    option plan                                296                 115
  Purchase of common stock for the 
    treasury                                  (884)             (1,892)   
  Dividends declared and paid               (2,196)             (1,944)   
                                             _____               _____
                 
Net cash provided (used) by financing        5,169              (6,853)
     activities
                                             _____               _____
Net increase (decrease) in cash and 
    cash equivalent                         10,426                (700)
Cash and cash equivalents at beginning
  of period                                  1,039               2,376
                                             _____               _____
Cash and cash equivalents at end of
  period                                  $ 11,465              $1,676
                                            ======               =====
Supplemental cash flow information:
  Cash paid during the period for:
    Interest                               $   474              $  799
    Income taxes                             4,493               2,763       
                                             _____               _____
                                           $ 4,967              $3,562
                                             =====               =====


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<PAGE> 
  
  
                        SHELBY WILLIAMS INDUSTRIES, INC. 
  
[PERIOD]                      September 30, 1997
  
  

Item 1.  Financial Statements

     The attached unaudited statements include all adjustments which are, in
the opinion of management, necessary to a fair statement of the results for
the interim periods presented.  All such adjustments are of a normal recur-
ring nature.  The statements are as follows:


     Consolidated Statements of Income for three months and for
nine months ended September 30, 1997 and 1996.

     Consoldiated Balance Sheets at September 30, 1997 and December 31,
1996.

     Consolidated Statements of Cash Flows for nine months ended
September 30, 1997 and 1996.


Item 2.  Managements' Discussion and Analysis of Financial Condition
         and Results of Operations

         Material Changes in Financial Condition

      Capital expenditures during the third quarter of 1997 amounted to $1.3 
million, of which $880,000 was for installation of a state-of-art powder 
coating system, planned to be completed in the next three months at a total
cost of $2.0 million.  Book value per share at September 30, 1997 was $7.35
versus $6.16 a year earlier.  The current ratio at September 30, 1997 stood
at 3.1-to-one, up from 2.6-to-one at September 30, 1996.  

      On April 2, 1997, the Company sold 569,000 shares of its common stock 
as part of a secondary offering.  The underwriters of this public offering
purchased, from the Company, an additional 50,000 shares of the previously
granted over-allotment option, raising the total sold by the Company, in 
April, 1997, to 619,000 shares for $8.0 million, contributing to its strong
cash position at September 30, 1997.

      At September 30, 1997, the Company had long term debt of $8 million
including $4 million current portion, no short term debt, and cash and cash
equivalents of $11.5 million.  Prepayment option on the long term debt is
available only at a substantial penalty.  Capital expenditures during the 
nine months ended September 30, 1997, amounted to $2.6 million, of which, 
$1.3 million is construction in progress for the powder coating system 
indicated above, approximately $400,000 for facilities expansion, and the
balance principally for automated machinery.  The Company also plans to
expend approximately $2.5 million within the next 16 months for additional
expanded and new manufacturing facilities.

<PAGE>  
  
         Material Changes in Results of Operations
  
      Net sales for the quarter ended September 30, 1997 totaled $45.5 
million compared to $42.0 million in the third quarter of 1996, excluding 
sales of the divested Preview division.  This 8.4 percent increase was due
almost entirely to volume increases mainly attributable to new hotel 
construction projects and continued strong hotel refurbishing.  Net income
totaled $2.7 million, a 24.3 percent increase over $2.2 million in the third
quarter of 1996.  Earnings per share of $0.29 for the third quarter increased 
16.0 percent from $0.25 in the same period in 1996 on 6.7 percent more shares.
Pretax income increased 28.0 percent over the year-ago quarter.  The Company's
gross margin as a percentage of sales in the quarter continued to rise from 
increased efficiency and capacity utilization to 23.3 percent from 22.9 
percent in the 1996 third quarter.  Higher gross margin, along with a
reduction of selling, general and administrative expense as a percentage of
sales, contributed to increased operating margin; to 9.0 percent from 8.0
percent.

        Sales for the first nine months of 1997 increased 9.1 percent to 
$132.8 million from $121.7 million in the same period of 1996, excluding 
sales of the divested division.  Net income was $7.6 million, a 27.3 percent
increase over $6.0 million, while earnings per share of $0.83 for the first
nine months of 1997 increased 22.1 percent from $0.68 in the same period of 
1996.  Pre-tax earnings increased 31.2 percent in the first nine months over
the same period a year ago.  Gross margin for the first nine months increased
to 23.0 percent of sales compared to 22.7 percent in the first nine months
of 1996.

        At September 30, 1997, the Company's backlog of unshipped orders in-
creased to $36.0 million, compared to $35.1 million a year earlier.         
                          
Item 3.  Quantitative and Qualitative Disclosures About Market Risk

        Not applicable.
         
                           PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K

        a. Exhibits
 
           27 Financial Data Schedule (EDGAR only).

        b. Reports on Form 8-K

           No reports have been filed on Form 8-K during this 
           quarter.


           SHELBY WILLIAMS INDUSTRIES, INC.

                     SIGNATURES

     Pursuant to the requirement 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.



<PAGE>

            SHELBY WILLIAMS INDUSTRIES, INC.
 
                    (Registrant)




October 29, 1997                              S/Robert P. Coulter
                                      __________________________________
                                                Robert P. Coulter
                                             President and Director
                                          (Principal Operating Officer)   






October 29, 1997                                 S/Sam Ferrell
                                       _________________________________
                                                  Sam Ferrell
                                       Vice President of Finance, Treasurer
                                              and Assistant Secretary
                                           (Principal Financial Officer)