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                                                                   Exhibit 10.24


                         FURNISHINGS INTERNATIONAL INC.
                            DIRECTOR INVESTMENT PLAN

Section 1. Purpose

      The Plan authorizes the Board to provide directors of the Corporation, who
are in a position to contribute materially to the long-term success of the
Corporation, with the opportunity to purchase Units comprised of shares of Class
B Common Stock and Series A-2 Preferred Stock of the Corporation. The
Corporation believes that this incentive program will cause those persons to
increase their interest in the welfare of the Corporation, and aid in attracting
and retaining directors of outstanding ability.

Section 2. Definitions

      Unless the context clearly indicates otherwise, the following terms, when
used in the Plan, shall have the meanings set forth in this Section:

      (a) "Affirmative Board Vote" shall have the meaning ascribed thereto in
the Stockholders' Agreement.

      (b) "Board" means the Board of Directors of the Corporation.

      (c) "Class B Common Stock" means shares of any series of the Corporation's
Class B Common Stock, par value $.0l per share, or any securities into which
such Class B Common Stock shall have been changed or any securities resulting
from any reclassification or recapitalization of such Class B Common Stock.

      (d) "Corporation" means FURNISHINGS INTERNATIONAL INC., a Delaware
corporation.

      (e) "Director" means any member of the Board.

      (f) "Fair Market Value" shall have the meaning ascribed thereto in the
Stockholders Agreement.

      (g) "Participant" shall mean any Director who purchased a Unit (or any
fraction thereof) under the Plan.

      (h) "Plan" means this Director Investment Plan as set forth herein and as
amended from time to time.

      (i) "Series A-2 Preferred Stock" means shares of the Corporation's Series
A-2 Preferred Stock, having a stated value of $100 per share, or any securities
into which such Series A-2 Preferred
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Stock shall have been changed or any securities resulting from any
reclassification or recapitalization of such Series A-2 Preferred Stock.

      (j) "Stockholders Agreement" shall mean the Stockholders Agreement, dated
as of August 5, 1996 and amended as of December 17, 1996 and again as of March
26, 1997, among the Corporation and its stockholders.

      (l) A single "Unit" shall consist of the following securities: 200.0000
shares of Class B Common Stock (consisting of 66.6667 shares of each of the
three series thereof), and 274.2373 shares of Series A-2 Preferred Stock.

Section 3. Units Subject to the Plan

      Subject to adjustment as provided in Section 6, the number of Units that
may be issued pursuant to the Plan shall not exceed four. Capital stock which
may be issued as Units pursuant to the Plan may be authorized but unissued
shares or reacquired shares of stock. Unless otherwise determined by the Board,
Units (or fractions thereof) purchased under the Plan that are reacquired by the
Corporation shall become available for reissuance under the Plan.

Section 4. Administration of the Plan

      The Plan shall be administered by the Board. Subject to the express
provisions of the Plan, the Board shall have the authority to interpret the
Plan, to prescribe, amend, and rescind rules and regulations relating to the
Plan, to determine the terms and provisions of purchase agreements thereunder
and to make all other determinations necessary or advisable for the
administration of the Plan. All interpretations and determinations made by the
Board in accordance with the provisions of the Plan shall be final and binding.

Section 5. Offer of Units

      (a) The Board shall determine and designate from time to time in its sole
discretion:

            (i)   Directors who are to be offered the opportunity to purchase
                  Units, and

            (ii)  the number of Units (or fractions thereof) that shall be
                  offered to any Director.

      (b) In making the foregoing determinations, the Board shall consider
recommendations made by the Chairman of the Corporation, and such other factors
as it determines are appropriate.

      (c) Unless otherwise determined by the Board, Units (or fractions thereof)
shall be offered for cash purchase at a price equal to the Fair Market Value
thereof on the date of purchase.


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      (d) As a condition precedent to the issuance of a Unit (or fraction
thereof) under the Plan, a Director shall become party to the Stockholders
Agreement by executing a Joinder Agreement as an Additional Stockholder, as such
terms are defined therein.

Section 6. Adjustment Upon Changes in Capitalization

      In the event of any reclassification, recapitalization, merger,
consolidation, reorganization, stock dividend, stock split or reverse stock
split, or any other similar change in corporate structure which, in the
judgement of the Board affects the value of the shares of stock underlying the
Units, the Board may make proportional adjustments to the number and class of
shares of stock underlying the Units available for issuance hereunder.

Section 7. General Provisions

      (a) Each purchase of a Unit (or fraction thereof) under the Plan shall be
evidenced by a written agreement containing such terms and conditions, not
inconsistent with the Plan, as the Board shall approve.

      (b) No Participant, and no beneficiary or other persons claiming under or
through the Participant, shall have any right, title or interest by reason of
any purchase of a Unit (or fraction thereof) to any particular assets of the
Corporation or any subsidiary of the Corporation, or any shares of stock
allocated or reserved for the purposes of the Plan.

      (c) The validity, construction, and effect of the Plan, any rules and
regulations relating to the Plan, and any purchase agreement shall be determined
in accordance with the Delaware General Corporation Law, without giving effect
to principles of conflicts of laws, and applicable federal law.

Section 8. Amendment or Termination

      The Board may alter, amend, suspend, discontinue, or terminate the Plan at
any time; provided, however, that no such action shall adversely affect the
rights of Participants with respect to Units previously purchased hereunder and
provided further that any stockholder approval necessary in order to comply with
applicable law or regulation shall be obtained in the manner required therein.

Section 9. Board Action

      All Board action to be taken under or in respect of the Plan (including,
but not limited to, actions to be taken pursuant to Sections 4,5,6 and 8) shall
be taken by Affirmative Board Vote.

Section 10. Effective Date of Plan

      The Plan shall be effective as of May 6, 1997.


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