<PAGE>
<PAGE>
           SECURITIES  AND  EXCHANGE  COMMISSION
                   WASHINGTON, D.C. 20549
                   _____________________

                         FORM 10-K
(MARK ONE)
[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
            FOR THE FISCAL YEAR ENDED OCTOBER 31, 1998
                                 OR
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                  FOR THE TRANSITION PERIOD FROM _____ TO _____
                       COMMISSION FILE NUMBER 1-11577
                       ________________________

                         FALCON PRODUCTS, INC.

               DELAWARE                         43-0730877
    (State or other jurisdiction of          (I.R.S. Employer
    incorporation or organization)          Identification No.)

     9387 DIELMAN INDUSTRIAL DRIVE, ST. LOUIS, MISSOURI 63132

Registrant's telephone number, including area code:  (314) 991-9200

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

                                               Name of each exchange
      Title of each class                      on which registered
      -------------------                      -------------------
      Common Stock, par value $.02 per share   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

                    ________________________________

     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 the 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 January 20, 1999, the Registrant had outstanding 9,027,607
shares of Common Stock.  The aggregate market value of the shares of
Common Stock held by nonaffiliates of the Registrant as of January 20,
1999, was $73.5 million based upon the closing stock price as reported
on the New York Stock Exchange on such date.

             DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Registrant's Annual Report to Stockholders for the
fiscal year ended October 31, 1998, are incorporated by reference into
Parts II and IV of this Report.

     Portions of the Registrant's Proxy Statement for the 1999 Annual
Meeting of Stockholders to be held March 10, 1999, are incorporated by
reference into Part III of this Report.

<PAGE>
<PAGE>

<TABLE>
                             TABLE OF CONTENTS

<CAPTION>
                                                                             PAGE
                                                                             ----
<S>                                                                          <C>
PART I
------


        ITEM 1.      Business. . . . . . . . . . . . . . . . . . . . . .       3
        ITEM 2.      Properties. . . . . . . . . . . . . . . . . . . . .       9
        ITEM 3.      Legal Proceedings . . . . . . . . . . . . . . . . .       9
        ITEM 4.      Submission of Matters to a Vote of Security
                       Holders . . . . . . . . . . . . . . . . . . . . .      10
        ITEM 4A.     Executive Officers of the Registrant. . . . . . . .      10

PART II
-------

        ITEM 5.      Market for the Registrant's Common Equity and
                       Related Stockholder Matters . . . . . . . . . . .      11
        ITEM 6.      Selected Financial Data . . . . . . . . . . . . . .      11
        ITEM 7.      Management's Discussion and Analysis of
                       Financial Condition and Results of Operations . .      12
        ITEM 8.      Financial Statements and Supplementary Data . . . .      12
        ITEM 9.      Changes in and Disagreements with Accountants on
                       Accounting and Financial Disclosure . . . . . . .      12

PART III
--------

        ITEM 10.     Directors and Executive Officers of the Registrant.      12
        ITEM 11.     Executive and Director Compensation . . . . . . . .      12
        ITEM 12.     Security Ownership of Certain Beneficial Owners
                       and Management. . . . . . . . . . . . . . . . . .      12
        ITEM 13.     Certain Relationships and Related Transactions. . .      12

PART IV
-------

        ITEM 14.     Exhibits, Financial Statement Schedules and Reports
                       on Form 8-K . . . . . . . . . . . . . . . . . . .      13

SIGNATURES           . . . . . . . . . . . . . . . . . . . . . . . . . .      16
----------
</TABLE>



                              2
<PAGE>
<PAGE>

                      FALCON PRODUCTS, INC.

                            FORM 10-K


        When used herein, the term "Company" refers to the Registrant, Falcon
Products, Inc., and its subsidiaries.

        This Report on Form 10-K contains certain forward-looking statements
within the meaning of the federal securities laws which, while reflective
of management's beliefs or expectations, involve certain risks and
uncertainties, many of which are beyond the control of the Company.
Accordingly, the Company's actual results and the timing of certain events
could differ materially from those discussed herein.

                              PART I

ITEM 1.  BUSINESS.

GENERAL

        The Company designs, manufactures and markets an extensive line of
furniture and related products for the food service, office, hospitality,
healthcare and retail markets, including table bases, table tops, metal
and wood chairs, booths, casegoods and interior decor systems.  The
Company manufactures most of its products to customer order from basic raw
materials.  The Company markets its products to a wide variety of
customers, including wholesale distributors, buying groups, architecture
and design firms, office furniture dealers and end-users, through a
combination of its own direct factory sales force and independent
manufacturer's representatives.

PRODUCTS

        Furniture Products.  The Company's principal products consist of
table bases, table tops, wood and metal chairs, booths, and casegoods.
The Company's table bases are produced in a variety of sizes, styles and
finishes and are utilized by restaurants, hotels, offices, cafeterias,
hospitals, airports, universities, country clubs and other commercial
locations where food is served.  More than 35 styles of table bases are
finished to order in one of the Company's standard catalog powder coat
paint finishes or designer plated finishes and also may be painted to
match a customer's custom finish requirements.  Table bases either may be
combined with table tops produced by the Company to create complete tables
for sale to customers or may be used by a customer in connection with
other table tops.  The Company also has a number of original equipment
manufacturer customers who purchase its table bases for use with their own
table tops.

        Table tops are manufactured by the Company in a number of standard
sizes and shapes and in a variety of finishes, including wood veneers,
fiberglass, high-pressure laminate patterns and solid wood.  Edge
treatments for the table tops are available in vinyl, laminate, wood or
metal.  Wood edge, veneer and butcher block tops are stained with one of
the Company's standard color finishes and sealed and sprayed with a
durable catalyzed top coat.  The Company also has the capability of
manufacturing custom table tops in a wide variety of customer-specified
sizes, shapes and finishes.  Table tops are typically sold with a base
produced by the Company but may also be sold separately.

        The Company produces wood chairs in many styles from a variety of
wood types and in many standard upholstery fabric and vinyl coverings.
These chairs are manufactured by the Company or are assembled from
machined parts purchased in Europe. For upholstered products, the customer
may select one of the Company's standard catalog vinyls or contract-
quality fabrics or may specify or supply its choice of materials.  Wood
chairs are finished with one of the Company's standard colors or the
customer may specify or supply its choice of finish material.  A durable
seal coat and top coat finish are also applied to all wood chairs.


                              3
<PAGE>
<PAGE>

        The Company's metal stacking chairs are available in a wide variety
of styles and are used primarily in multi-use room situations where it is
necessary to store the chairs for certain functions, such as in training
and banquet facilities. Metal chairs may be upholstered in one of the
Company's standard catalog vinyls or fabrics or in customer-furnished or
customer-specified materials and may be plated or powder coat painted in a
standard catalog finish or in a customer-designated custom finish.

        Booths manufactured by the Company are available in standard catalog
styles or customer-specified styles, some of which are suitable for
outdoor applications.  Booths can be manufactured in wood, metal or
fiberglass and may be upholstered in one of the Company's standard catalog
vinyls or fabrics or in customer-designated or supplied coverings.
Exposed wood is color matched to customer specifications and top coated
with the same durable catalyzed finish used on the Company's table tops
and other wood products.

        The combination of the Company's broad line of furniture products and
its vertical manufacturing capabilities enable it to offer a complete
commercial interior decor package to its customers with significant design
flexibility and short lead times.  The Company integrates certain of its
products into complete interior decor systems, which include all
furniture, booths, walls, wood trim and casegood components. These turnkey
decor packages include casegood components such as counters, bars, divider
walls, planter units, salad bars and stands produced in a variety of high-
pressure laminates which are manufactured by the Company, delivered to the
customer site and installed by employees or Company-trained
subcontractors.  These packages are suitable for either new food service
installations or remodeling existing facilities.

MARKETING AND DISTRIBUTION

        Domestic Sales of Furniture Products.  The Company sells its
furniture products throughout the United States to a wide variety of
customers, including restaurant supply dealers, architectural design
firms, office furniture dealers, mass merchandisers, OEM's and chain
restaurants.  These products are marketed through a combination of direct
factory sales representatives employed by the Company and independent
manufacturer's representatives organizations.  Most sales representatives
are assigned to geographical territories.  The efforts of these factory
and independent sales representatives are directed by the Company's Vice
President-Sales and Marketing, the Company's other vice presidents who
focus on individual markets, and the Company's regional sales managers.

        Each factory and independent sales representative is assigned a
territory in which to promote and sell the Company's products and assist
in resolution of any complaints with regard to his or her sales.  The
Company determines the prices at which its products will be sold. The
Company's independent sales representatives are commissioned and do not
carry competing lines.

        The Company's marketing programs assist its representatives in
various ways.  The Company (i) conducts extensive training programs to
better educate its sales representatives with respect to the design,
manufacture, variety and decor applications of the Company's products;
(ii) provides restaurant supply and office furniture dealers, mass
merchandisers, architectural designers, OEM's and other customers with
catalog materials, samples and brochures; (iii) maintains a customer
service department that ensures that the Company promptly responds to the
needs and orders of its customers; (iv) exhibits its products at national
and regional furniture shows and at three showrooms in the Merchandise
Mart in Chicago; (v) maintains regular contact with key customers; and
(vi) conducts ongoing surveys to determine customer satisfaction.

        Flight.  The Company's office and other furniture products are also
marketed through the Company's "Flight" network of over 400 independent
office furniture dealers.  Flight dealers distribute the Company's
furniture products to a wide variety of commercial users and office
furniture retailers and provide the Company with access to incremental
sales opportunities.  The Flight network is designed to both distribute
the Company's office furniture products and cross-sell its food service
furniture products.  The Company utilizes its direct factory sales force
and independent sales representatives, under the supervision of the
Company's Vice President - Contract, to call upon existing and prospective
Flight dealers.


                              4
<PAGE>
<PAGE>

        International Sales.  The Company's products are marketed
throughout Europe through an exclusive distribution agreement with a
European distributor.  The Company's Falcon Mimon, a.s., subsidiary
located in Mimon, Czech Republic ("Falcon Mimon") also markets wood
chair frames directly.  The Company's Howe Europe a/s, subsidiary
located in Middelfart, Denmark ("Howe Europe") markets, assembles and
distributes tables and chairs to the European contract office market for
training, conferencing, meeting and executive dining applications.  The
Company holds the European distribution rights to the award-winning
40/4(TM) chair through an exclusive licensing agreement with David
Rowland, the chair's designer.  The manufacturing capabilities of Falcon
Mimon, Howe Europe and the distribution network allow the Company to
take advantage of opportunities in Europe.

        Distribution of the Company's products in Asia and the Pacific Rim
is achieved through exclusive distribution arrangements in Japan, Hong
Kong, and South Korea.  The Company plans to augment existing
distribution agreements during 1999 with additional distribution
arrangements in other countries in the Pacific Rim.  The Company's
Falcon Products (Shenzhen) Limited, subsidiary located in Shenzhen, The
Peoples Republic of China ("Falcon China") markets table tops and
millwork to support National Accounts throughout the Asia Pacific
region.  The Company's international sales efforts are supported by
dedicated customer service personnel.  During 1998, 1997 and 1996,
foreign operations and export sales were $13.5, $9.3 million, and $10.9
million, respectively.  Of these amounts, $8.7 million, $3.9 million and
$3.8 million of sales in 1998, 1997 and 1996, respectively, were made
directly from the Company's Falcon Mimon, Howe Europe, and Falcon China
locations.

        National Accounts.  The  Company's National Accounts program
targets the major restaurant chains.  The Company maintains a separate
National Accounts sales force consisting of both employee sales
representatives and independent sales representatives that are directed
by the Company's Vice President-Food Service and regional sales
managers. The Company believes that its vertically integrated
manufacturing capabilities allow it to better serve these customers than
most of its competitors and that its design, installation and service
capabilities are particularly suited for many of these customers.  The
National Accounts sales force develops original design concepts,
including seating layouts and product specifications for each customer
based on the customer's requirements.  The Company's National Accounts
sales force is supported by its own customer service team, quotation and
design staff and product engineers, located at the Company's Newport,
Tennessee and City of Industry, California manufacturing facilities.

PRODUCT DESIGN AND DEVELOPMENT

        The Company's design and engineering group works with sales and
marketing personnel in support of the Company's complete decor systems
for its National Accounts program.  The Company's engineering staff
utilizes the Company's computer aided design system to provide layout
and configuration advice to customers who are integrating the Company's
furniture products into their facilities and to design casegoods and
other components.  The design and engineering group also assists the
Company's product design engineers in the development of new products.

        The Company's Product Development team, which is comprised of
sales, marketing, purchasing, engineering and financial personnel,
strives to produce customer satisfaction and competitively priced
products by constantly improving the Company's product lines.  The
Product Development team has a formalized charter and a plan that not
only will account for new product introductions, but has identified
market trends and includes product development to accommodate those
trends.  The Company has four full-time product design engineers who
report to the Product Development team and are responsible for the
design of new products.  On occasion, product designs are also purchased
from outside sources to supplement the Company's internal design
capabilities.



                              5



<PAGE>
<PAGE>

MANUFACTURING

        The Company's manufacturing facility in Newport, Tennessee,
produces table bases, table tops, millwork, casegoods and booths.  Table
bases are produced from iron castings and from wood.  Cast iron table
bases are sent to the Newport facility in truck load quantities from the
Company's gray iron foundry in Juarez, Mexico, and are finished to meet
customer requirements.  Table tops, which may be combined with the
Company's table bases to produce a complete table, are produced from
solid wood or particle board core with a laminate or wood veneer
surface, receive various edge treatments and finishes, and are sealed
and sprayed with a durable top coat. Millwork and casegoods, which are
produced primarily to support the National Accounts program, are
manufactured at the Newport facility from lumber that is purchased in
truck load quantities, dry-kilned and rough-planed.  The product is then
cut and assembled to engineering specifications and finished with a
durable catalyzed finish.  Booths are produced from rough lumber that is
cut and prepared in a millroom at the facility, covered or color-matched
to customer specifications and top coated with the same durable
catalyzed finish used on the Company's table tops and other wood
products.

        The Company's facility in Lewisville, Arkansas, produces wood
chairs. Approximately 10% of the facility's wood chairs are produced
entirely in house, with the balance assembled from machined parts
imported from Falcon Mimon or other European suppliers.  The Company
purchases these parts in container loads and then assembles and finishes
the chairs to customer order.  To provide consistency and speed to the
finishing process, a conveyorized paint line is utilized with spray
booths and drying ovens positioned to allow proper flash off and curing
times between finishing steps.

        The Company's facility in Belmont, Mississippi, produces metal
chairs and fiberglass seating that are marketed to the restaurant,
banquet, retail distribution, office, and healthcare markets.  Most
chairs are manufactured totally in-house through a process of metal
bending, fabrication, robotic welding and upholstering.  All metal
chairs are then finished to customer requirements through plating or
powder coat painting.

        The Company's facility in City of Industry, California, produces
fiberglass booths, table tops, millwork and casegoods, metal chairs,
wood chairs and fully upholstered seating; finishes raw table bases
received from the Company's Juarez facility; and upholsters finished
wood chair frames received from the Company's Tijuana facility.  In
addition to manufacturing these additional products, this facility also
serves as a central distribution center for products manufactured at
other Falcon locations destined for the western United States.

        The Company's facility in Tijuana, Mexico, manufactures casegoods
and wood chairs that are primarily suited for the lodging and
hospitality markets.  Most of the chair frames manufactured and finished
in this factory are shipped to the City of Industry plant for
upholstering or consolidation with other Falcon products before the
products are shipped to customers.  During 1998, the Company announced
that it will discontinue the manufacturer of casegoods products for the
lodging and hospitality markets.

        The Company's facility in Juarez, Mexico, produces iron castings
which are finished into table bases at other Falcon facilities.  Molds
for the table bases are produced by packing sand around an aluminum
match plate.  Many of the raw materials used at the facility are readily
available in the Juarez area.  The bases are finished and painted with a
powder coat paint in Juarez prior to shipment or if the bases are to be
chrome plated, they are polished in Juarez prior to shipment to other
Falcon factories.  A small portion of this facility's production is
shipped, generally in truck-load quantities, directly to the Company's
customers. The Company's foundry utilizes an emission-free electric
furnace and has a melting capacity of 110,000 pounds per day.

        The Company's facility in Mimon, Czech Republic, produces wood
chairs and wood chair parts for export and sale within the Czech
Republic.  Approximately 50% of this facility's production is for chair
parts shipped to the Company's facility in Lewisville, Arkansas, for
assembly and final finishing.  This facility also exports finished
chairs and chair parts to customers in Europe, the Pacific Rim and North
America.  This facility has wood drying, machining and bending
capabilities to produce chair frames from raw lumber and finishing and
upholstery capabilities to complete fully finished chairs to customer
specifications.

        The Company's facility in Shenzhen, The Peoples Republic of China,
produces table tops and millwork.  This facility also outsources other
related items to support sales to National Accounts customers throughout
the Asia Pacific region.

        The Company's facility in Middelfart, Denmark, markets, assembles,
and distributes tables and chairs to the European contract office market
for training conferencing, meeting and executive dining applications.
The Company holds the European distribution rights to the award-winning
40/4(TM) chair through an exclusive licensing agreement with the chair's
designer.

                              6

<PAGE>
<PAGE>

        The Company's Howe and Johnson subsidiaries outsource
approximately 30% of the manufacturing of their table tops.  The
remaining products are manufactured at the Newport facility.  These
tables are marketed as training, meeting, conferencing, seminar, dining,
banquet and general work tables to the contract office, institutional
and hospitality markets.

RAW MATERIALS

        The Company manufactures most of its products to customer order
from basic raw materials.  The Company utilizes a variety of raw
materials in the manufacture of its products, including rough lumber,
laminates, particle board, metal tubing, steel wire, scrap iron and
various plastic components, all of which the Company believes are in
abundant supply and available from a variety of sources.  The Company
has no long-term supply contracts with any of its suppliers and it has
experienced no significant problems in obtaining raw materials for its
operations.

        Certain products sold by the Company, including unfinished wood
chair frames and frame components and tubular steel stacking chair
components, are purchased by the Company from other sources.  The
Company has not experienced difficulty in obtaining sources to produce
these products and believes that alternative arrangements could be made
to obtain these products should the need arise.

BACKLOG

        As of October 31, 1998, the Company's backlog of orders for its
products believed to be firm was approximately $23.5 million, as
compared to $21.2 million at November 1, 1997. Due to the Company's
short delivery time, backlog of orders is typically not considered a
significant measure of future sales.

COMPETITION

        The food service, office furniture and hospitality segments of the
furniture industry are fragmented and highly competitive with respect to
each of the products sold by the Company.  The Company believes its
competitive strengths are its vertically integrated manufacturing, its
emphasis on customer service and support, its reputation for quality and
responsiveness to its customers, the one-stop shopping advantage made
possible by the wide variety of products offered by the Company and its
ability to design, manufacture and install turnkey interior decor
systems.  The Company competes for sales of each of its products with
numerous domestic and foreign manufacturers, many of which have
financial and other resources greater than the Company.

EMPLOYEES

        As of December 31, 1998, the Company employed approximately 1,371
persons in its four domestic manufacturing facilities and support
locations, 429 in its manufacturing facilities in Mexico, 12 in China,
20 in Denmark, and 378 in its manufacturing facility in Mimon, Czech
Republic.  Approximately 52 persons were employed in sales, 303 persons
in administration and 1,855 in manufacturing.

TRADEMARKS AND PATENTS

        The Company has registered the "FALCON", "CHARLOTTE", "FLIGHT",
"GENESIS", "HOWE", "JOHNSON", "M.A.T.S.", "DIFFRIENT", "MIOS", "STORM",
"TUTOR", and "TEMPEST", trademarks, in addition to numerous other
trademarks, with the United States Patent and Trademark Office.
Management believes that the Company's trademark position is adequately
protected in all markets in which the Company does business.  The
Company has received mechanical patents on certain of its furniture
mechanisms and components.  The Company believes that while its patents
and trademarks have value, it is not dependent upon patents, trademarks,
servicemarks or copyrights.

                              7

<PAGE>
<PAGE>

GOVERNMENTAL REGULATIONS AND ENVIRONMENTAL MATTERS

        The Company's operations must meet extensive federal, state, and
local regulatory standards in the areas of safety, health and
environmental pollution controls.  Historically, these standards have
not had any material adverse effect on the Company's sales or
operations.  Management believes that its plants are in compliance in
all material respects with all applicable federal, state, and local laws
and regulations concerned with safety, health and environmental
protection.

ACQUISITIONS

        In March 1998, the Company acquired the stock of Howe Furniture
Corporation and its subsidiaries ("Howe") for $16.6 million in cash and
assumed $2.2 million in outstanding long-term obligations.  Howe
specializes in the design, engineering and marketing of tables for the
contract office and hospitality markets.  The Company used the purchase
method of accounting to record this acquisition.  Accordingly, results
of operations have been included in the financial statements from the
date of acquisition.  The excess of the purchase price over amounts
assigned to net tangible assets ($13.9  million) was recorded as
goodwill.

        In October 1996, the Company acquired certain assets and assumed
certain liabilities of The Chair Source for 266,400 newly issued shares
of common stock valued at approximately $3.3 million, plus 50,000 shares
of common stock to be issued through October 1999, subject to certain
contingencies.  The Chair Source manufactured wood and upholstered
seating in Anaheim, California and distributes them primarily to the
hospitality, lodging and food service markets.

        In February 1996, the Company acquired substantially all of the
assets and assumed certain liabilities of a manufacturing facility
located in Tijuana, Mexico.  This facility specializes in manufacturing
upscale wood and upholstered seating and casegoods primarily for the
lodging and hospitality markets.  The total purchase price for this
facility was approximately $500 thousand and was funded by the Company
with its available cash reserves.


                              8

<PAGE>
<PAGE>

ITEM 2.  PROPERTIES.

     The following table provides information with respect to each of the
Company's manufacturing facilities:

<TABLE>
<CAPTION>
                    BUILDING AREA
      LOCATION      (SQUARE FEET)           PRODUCTS                 LEASE/OWNERSHIP TERMS
     ---------      -------------           --------                 ---------------------
<S>                    <C>          <C>                              <C>
Newport, Tennessee     370,000      Table bases, table tops,         Leases expiring in December
                                    millwork, casegoods, and         2001, with two five-year
                                    booths                           renewals.

Belmont, Mississippi   227,000      Metal chairs and fiberglass      Own 176,000 square feet in four
                                    seating                          contiguous buildings; Lease
                                                                     51,000 square feet expiring in
                                                                     November 2003.

Lewisville, Arkansas   159,000      Wood chairs                      Leases expiring in August
                                                                     2000, with three five-year
                                                                     renewal options.

City of Industry,      177,000      Table bases, table tops,         Lease expiring in April 2006,
    California                      millwork, casegoods, metal       with three five-year renewal
                                    chairs, and fully upholstered    options.
                                    seating

Irwindale, California   34,000      Fiberglass booths                Leases expiring in October 1999.

Mimon, Czech Republic  700,000      Wood chairs                      Owned

Juarez, Mexico          51,000      Iron castings for table bases    Owned

Tijuana, Mexico         90,000      Wood chairs, fully upholstered   Leases expiring in December 1999,
                                    seating and casegoods            with three one-year renewal
                                                                     options.


Shenzhen, The Peoples   15,000      Table tops and millwork          Lease expiring July 31, 1999,
Republic of China                                                    with an annual renewal option.

Middelfart, Denmark     25,000      Tables and chairs                Lease expiring in March 1999.
</TABLE>

Management of the Company believes that its manufacturing and warehousing
facilities are in good condition and are adequate for the purposes for
which they are currently used.  The capacity of the Company's current
facilities is considered to be adequate to meet current needs and
anticipated increases in sales volume for the foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS.

     From time to time, the Company is subject to legal proceedings and
other claims arising in the ordinary course of its business.  The Company
maintains insurance coverage against potential claims in an amount which
it believes to be adequate. There are no material pending legal
proceedings, other than routine litigation incidental to the business, to
which the Company is a party or of which any of the Company's property is
the subject.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of stockholders during the last
quarter of the Company's fiscal year ended October 31, 1998.


                              9

<PAGE>
<PAGE>

ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT<F*>.

     The Executive Officers of the Company are:

<TABLE>
<CAPTION>
NAME                                          POSITION                                         AGE
----                                          --------                                         ---
<C>                     <S>                                                                    <C>
Franklin A. Jacobs      Chairman of the Board since 1971; President from 1957 to May            66
                        1981 and again from January 1984 to December 1995.

Darryl C. Rosser        President and Chief Operating Officer since December 1995;              47
                        Executive Vice President-Operations since May 1995;
                        Senior Vice President-Operations since December 1993; and
                        Vice President-Operations since January 1988.

Michael J. Dreller      Vice President-Finance and Chief Financial Officer,                     36
                        Secretary and Treasurer since January 1996; prior to joining
                        the Company, Vice President and Chief Financial Officer of
                        JDI Group, Inc., a distributor of residential furniture.

Stephen E. Cohen        Vice President - Sales and Marketing since August 1998;                 30
                        Vice President - Sales since November 1996;
                        Vice President - Sales Western Region since October 1995;
                        Vice President - Sales Midwestern Region since March 1995

Jackson H. Spidell      Vice President-Operations since November 1998; prior to joining         43
                        the Company,  Director of West Michigan Manufacturing
                        Operations - Herman Miller, Inc., a manufacturer of office furniture

Richard Hnatek          Senior Vice President - International Sales/New Chain Development       54
                        since August 1998; Senior Vice President - Sales since December
                        1993; Vice President - Sales since November 1986.

Michael J. Kula         Vice President - Corporate Technology & Development since               49
                        November 1998;  Vice President - Operations since July 1996; prior
                        to joining the Company, Senior Vice President - Operations of the
                        Gunlocke Company, a subsidiary of HON Industries, Inc., a manufacturer
                        of office furniture.

<FN>
Each officer is elected annually by the Board of Directors.

---------------
<F*> This information is included in PART I as a separate item in
accordance with General Instruction G of Form 10-K under the
Securities Exchange Act of 1934.
</TABLE>


                              10




                              <PAGE>
<PAGE>
                          PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

   (a) Principal Market

          The Company's common stock, par value $.02 per share, is
listed on the New York Stock Exchange under the symbol FCP.

   (b) Stock Price and Dividend Information

          The following table sets forth the high and low closing
sales prices per share for the Company's common stock and dividends
paid per share for the periods indicated.

<TABLE>
<CAPTION>
                                                  MARKET PRICE
                                            -----------------------       DIVIDENDS
                                              HIGH            LOW         PER SHARE
                                            --------        -------      -----------
<S>                                         <C>             <C>          <C>
Year ended October 31, 1998:
          First Quarter                      $15.56         $13.56          $.040
          Second Quarter                      13.68          12.88           .040
          Third Quarter                       13.50          12.12           .040
          Fourth Quarter                      13.13          10.00           .040

Year ended November 1, 1997:
          First Quarter                      $16.00         $14.00          $.035
          Second Quarter                      15.88          13.63           .035
          Third Quarter                       14.38          12.88           .035
          Fourth Quarter                      15.94          13.31           .035
</TABLE>

     Although the payment of future dividends is in the discretion
of the Board of Directors, the Company expects to pay a regular
quarterly dividend for the foreseeable future. During the first
quarter of 1997, the Company increased its cash dividend to $.035 per
share from $.025 per share.  The Company again increased its dividend
in the first quarter of 1998, raising it to $.04 per share.

   (c) Approximate Number of Holders of Common Stock

          The approximate number of holders of record of the
Company's common stock as of January 20, 1999, was 776.

   (d) Recent Sales of Unregistered Securities

          In fiscal years 1996, 1997 and 1998, the Company issued 291,400
shares of common stock, and incurred a contingent obligation to issue
an additional 25,000 shares of common stock over the next year
(the 291,400 issued shares and the additional 25,000 are hereafter
referred to as the "Acquisition Shares") in connection with its
acquisition of the assets of The Chair Source from The T.L. Spriggs
Corporation.  The Company believes that the value of the acquired
assets is commensurate with the total value of the Acquisition
Shares, which were valued at approximately $4.35 million as of the
acquisition date, October 28, 1996.  The Acquisition Shares were
exempt from registration under Section 4(2) of the Securities Act of
1933, as amended, and Regulation D promulgated thereunder.

ITEM 6.   SELECTED FINANCIAL DATA

     The selected financial data contained in the Registrant's
Annual Report for the fiscal year ended on October 31, 1998 (the
"1998 Annual Report") is incorporated herein by reference and
contained herein as Exhibit 13.


                              11

<PAGE>
<PAGE>

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

     The information contained under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in the 1998 Annual Report is incorporated herein by
reference and contained herein as Exhibit 13.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      Not Applicable.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

      The consolidated financial statements together with  the notes
thereto and the report of independent auditors (as set forth in Part
IV, Item 14 (a) (1)) in the 1998 Annual Report are incorporated
herein by reference.  The financial data contained under the caption
"Quarterly Financial Information" in the 1998 Annual Report is also
incorporated herein by reference and contained herein as Exhibit 13.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

     None.

                         PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information contained under the caption "INFORMATION ABOUT THE
NOMINEES" in the Registrant's Proxy Statement for the 1999 Annual
Meeting of Stockholders to be held March 10, 1999 (the "Proxy
Statement"), is incorporated herein by reference.

     Information regarding executive officers of the Company is
contained in Part I, Item 4A hereof under the caption "Executive
Officers of the Registrant."

ITEM 11.   EXECUTIVE AND DIRECTOR COMPENSATION.

     The information contained under the captions "EXECUTIVE
COMPENSATION", "COMPENSATION OF DIRECTORS", "INFORMATION AS TO STOCK
OPTIONS" and "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION"
in the Proxy Statement is incorporated herein by reference.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

     The information contained under the captions "VOTING SECURITIES,
PRINCIPAL HOLDERS THEREOF AND CUMULATIVE VOTING RIGHTS" and "SECURITY
OWNERSHIP OF MANAGEMENT" in the Proxy Statement is incorporated herein
by reference.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information contained under the caption "TRANSACTIONS WITH
ISSUER AND OTHERS" in the Proxy Statement is incorporated herein by
reference.



                              12



<PAGE>
<PAGE>


                         PART IV


ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

     (a) 1.  Financial Statements

          The following Consolidated Financial Statements of the
Company included in the 1998 Annual Report are incorporated by reference
in Part II, Item 8:

<TABLE>
<CAPTION>
                                                                                      ANNUAL REPORT
                                                                                     PAGE REFERENCE
                                                                                     --------------
<S>                                                                                      <C>

     Consolidated Statements of Earnings for the years ended October 31, 1998,
        November 1, 1997, and November 2, 1996                                              16

     Consolidated Balance Sheets as of October 31, 1998, and November 1, 1997, and
        November 2, 1996                                                                    17

     Consolidated Statements of Stockholders' Equity for the years ended October 31,
        1998, November 1, 1997, and November 2, 1996                                        18

     Consolidated Statements of Cash Flows for the years ended October 31, 1998,
        November 1, 1997, and November 2, 1996                                              19

     Notes to Consolidated Financial Statements                                             20

     Report of Independent Public Accountants                                               27
</TABLE>


     (a) 2.   Financial Statement Schedules

          The following financial statement schedule is included in Item 14
            on page 15:

          Schedule II-Valuation and Qualifying Accounts for the years ended
            October 31, 1998, November 1, 1997, and November 2, 1996

     (a) 3.   Exhibits:

          See Exhibit Index on pages 17 through 19 of this Report.

     (b) Reports on Form 8-K:

          None.




                              13




<PAGE>
<PAGE>





         REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
         ----------------------------------------



TO FALCON PRODUCTS, INC.:

We have audited in accordance with generally accepted auditing
standards, the financial statements included in Falcon Products, Inc.
1998 Annual Report to Stockholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated December 15, 1998.
Our audit was made for the purpose of forming an opinion on those
financial statements taken as a whole.  Schedule II included in this
Form 10-K is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial
statements.  This schedule has been subjected to the auditing procedures
applied in our audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial
statements taken as a whole.



                               ARTHUR ANDERSEN LLP

St. Louis, Missouri,
December 15, 1998


                              14

<PAGE>
<PAGE>

<TABLE>
                      FALCON PRODUCTS, INC. AND SUBSIDIARIES
                  SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

           FOR THE YEARS ENDED OCTOBER 31, 1998, NOVEMBER 1, 1997,  AND  NOVEMBER 2, 1996


<CAPTION>
                                                  ADDITIONS
                                    BALANCE        CHARGED    ACQUISITIONS
                                      AT          TO COSTS       FROM       DEDUCTIONS        BALANCE
                                   BEGINNING         AND        ACQUIRED       FROM          AT END OF
(In thousands)                     OF PERIOD      EXPENSES     COMPANIES     RESERVES          PERIOD
                                   ---------      ---------   ----------    ----------       ---------

<S>                                 <C>          <C>              <C>       <C>                <C>
Allowance for doubtful accounts
          and anticipated returns:
Year ended October 31, 1998         $  337       $       824      $317      $  806<FA>         $  672
                                    ======       ===========      ====      ==========         ======

Year ended November 1, 1997         $  392       $       710      $ --      $  765<FA>         $  337
                                    ======       ===========      ====      ==========         ======

Year ended November 2, 1996         $  327       $     1,062      $ --      $1,011<FA>         $  392
                                    ======       ===========      ====      ==========         ======

<FN>
---------------
<FA> Accounts charged off less recoveries and returns.


<CAPTION>
                                                  ADDITIONS
                                    BALANCE        CHARGED    ACQUISITIONS
                                      AT          TO COSTS       FROM       DEDUCTIONS        BALANCE
                                   BEGINNING         AND        ACQUIRED       FROM          AT END OF
(In thousands)                     OF PERIOD      EXPENSES     COMPANIES     RESERVES          PERIOD
                                   ---------      ---------   ----------    ----------       ---------

<S>                                 <C>          <C>              <C>       <C>                <C>
1997 Consolidation Reserve:

Year ended October 31, 1998         $2,091       $ (440)<FB>      $ --      $    1,651         $   --
                                    ======       ===========      ====      ==========         ======

Year ended November 1, 1997         $   --       $3,700           $ --      $    1,609         $2,091
                                    ======       ===========      ====      ==========         ======

Year ended November 2, 1996         $   --       $   --           $ --      $       --         $   --
                                    ======       ===========      ====      ==========         ======

<FN>
---------------
<FB> Adjustment of estimate



<CAPTION>
                                                  ADDITIONS
                                    BALANCE        CHARGED    ACQUISITIONS
                                      AT          TO COSTS       FROM       DEDUCTIONS        BALANCE
                                   BEGINNING         AND        ACQUIRED       FROM          AT END OF
(In thousands)                     OF PERIOD      EXPENSES     COMPANIES     RESERVES          PERIOD
                                   ---------      ---------   ----------    ----------       ---------

<S>                                 <C>          <C>              <C>       <C>                <C>
1998 Special and Nonrecurring
          Item Reserve:
Year ended October 31, 1998         $   --       $     4,650      $ --      $    4,240         $  410
                                    ======       ===========      ====      ==========         ======

Year ended November 1, 1997         $   --       $        --      $ --      $       --         $   --
                                    ======       ===========      ====      ==========         ======

Year ended November 2, 1996         $   --       $        --      $ --      $       --         $   --
                                    ======       ===========      ====      ==========         ======

---------------
</TABLE>


                              15
<PAGE>
<PAGE>




SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                   FALCON PRODUCTS, INC.

Date: January 29, 1999             By   /s/ Franklin A. Jacobs
                                     --------------------------------
                                            Franklin A. Jacobs,
                                           Chairman of the Board
                                        and Chief Executive Officer


                          POWER OF ATTORNEY

      We, the undersigned officers and directors of Falcon Products, Inc.,
hereby severally and individually constitute and appoint Franklin A. Jacobs
and Michael J. Dreller, and each of them, the true and lawful attorneys and
agents of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to
this Annual Report on Form 10-K and all instruments necessary or advisable
in connection therewith and to file the same with the Securities and
Exchange Commission, each of said attorneys and agents to have the power to
act with or without the others and to have full power and authority to do
and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and
to all intents and purposes as any of the undersigned might or could do in
person, and we hereby ratify and confirm our signatures as they may be signed
by our said attorneys and agents to each of them to any and all such
amendments and instruments.

      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 Company and in the capacities and on the dates indicated:


Date: January 29, 1999             /s/ Franklin A. Jacobs
                                ----------------------------------
                                   Franklin A. Jacobs, 
                                   Chairman of the Board,
                                   Chief Executive Officer
                                   and Director
                                   (Principal Executive Officer)


Date: January 29, 1999             /s/ Michael J. Dreller
                                ----------------------------------
                                   Michael J. Dreller,
                                   Vice President, Chief Financial
                                   Officer, Secretary and Treasurer
                                   (Principal Financial Officer)


Date: January 29, 1999             /s/ Raynor E. Baldwin
                                ----------------------------------
                                   Raynor E. Baldwin, Director


Date: January 29, 1999             /s/ Melvin F. Brown
                                ----------------------------------
                                   Melvin F. Brown, Director


Date: January 29, 1999             /s/ Donald P. Gallop
                                ----------------------------------
                                   Donald P. Gallop, Director


Date: January 29, 1999             /s/ James L. Hoagland
                                ----------------------------------
                                   James L. Hoagland, Director


Date: January 29, 1999             /s/ S. Lee Kling
                                ----------------------------------
                                   S. Lee Kling, Director


Date: January 29, 1999             /s/ Lee M. Liberman
                                ----------------------------------
                                   Lee M. Liberman, Director


Date: January 29, 1999             /s/ Darryl C. Rosser
                                ----------------------------------
                                   Darryl C. Rosser, Director


Date: January 29, 1999             /s/ James Schneider
                                ----------------------------------
                                   James Schneider, Director



                              16
<PAGE>
<PAGE>
<TABLE>

                             EXHIBIT INDEX
<CAPTION>
EXHIBIT
NUMBER                     DESCRIPTION
-------                    -----------
<C>        <S>
 3.1       Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1
           to the Company's Quarterly Report on Form 10-Q for the quarterly period
           ended April 27, 1996 (the "April 27, 1996 10-Q").

 3.2       Restated Bylaws, filed as Exhibit 3.2 to the April 27, 1996 10-Q.

 3.3       Amendment to Restated Bylaws, effective January 16, 1997, filed as Exhibit 3.3
           to the Company's Annual Report on Form 10-K for the year ended November 2, 1996.

 4.1       Form of Stock Certificate for Common Stock, incorporated herein by
           reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1,
           Reg. No. 33-61706.

10.1       Lease Agreement dated February 1, 1980, between Lafayette County,
           Arkansas and the Company, incorporated herein by reference to Exhibit 10(e)
           to the Company's Annual Report on Form 10-K for the year ended
           October 31, 1980 (the "1980 10-K").

10.5       Assignment and Assumption Agreement dated January 30, 1980, and the lease
           thereunder, incorporated herein by reference to Exhibit 10(g) to 1980 10-K.

10.6       Lease Agreement dated as of June 1, 1988, among Burley Builders, Inc. and
           Tennessee Tobacco Sales, Incorporated, as lessors, and the Company, as lessee,
           incorporated herein by reference to Exhibit 10(m) to the Company's Annual
           Report on Form 10-K for the year ended October 29, 1988.

10.7       First Amendment to Lease Agreement dated as of November 21, 1991, among
           Burley Builders, Inc. and Tennessee Tobacco Sales, Incorporated, as lessors,
           and the Company, as lessee, incorporated herein by reference to Exhibit 10.9
           to the Company's Annual Report on Form 10-K for the year ended November 2,
           1991 (the "1991 10-K").

10.8<Fa>   Falcon Products, Inc. 1981 Employee Incentive Stock Option Plan ("ISOP"),
           incorporated herein by reference to Exhibit 4(h) to the Company's Registration
           Statement on Form S-8, Reg. No. 33-15698.

10.9<Fa>   Form of Stock Option Agreement dated June 9, 1986, regarding options issued
           to Directors, incorporated herein by reference to Exhibit 10(i) to the Company's
           Annual Report on Form 10-K for the year ended November 1, 1986 (the "1986 10-K").



<FN>
___________

<Fa>  Management contract or compensatory plan or arrangement required to be filed
      pursuant to Item 14(c) of Form 10-K.



                              17

<PAGE>
<PAGE>

<CAPTION>

                             EXHIBIT INDEX

EXHIBIT
NUMBER                     DESCRIPTION
-------                    -----------
<C>        <S>
10.10<Fa>  Stock Option Agreement dated June 9, 1986, regarding options issued to
           Franklin A. Jacobs, incorporated herein by reference to Exhibit 10(i) to the
           1986 10-K.

10.11<Fa>  First Amendment to the ISOP, adopted June 16, 1987, incorporated herein
           by reference to Exhibit 10(1) to the Company's Annual Report on Form 10-K
           for the year ended October 31, 1987.

10.12<Fa>  Falcon Products, Inc. Amended and Restated 1991 Stock Option Plan, incorporated
           herein by reference to Exhibit 4.1 to the Company's Registration Statement
           on Form S-8, Reg. No. 33-46997.

10.13<Fa>  Falcon Products, Inc. Amended and Restated Stock Purchase Plan, incorporated
           herein by reference to Exhibit 10.15 to 1991 10-K.

10.14<Fa>  Minutes of Meeting of Board of Directors of the Company dated March 14, 1991
           (the "Non-Employee Director Plan"), incorporated herein by reference to Exhibit
           4.1 to the Company's Registration Statement on Form S-8, Reg. No. 33-46998.

10.15      Debt Agreement dated August 3, 1992 (the "Debt Agreement"), between the
           Company and Boatmen's Bank ("Boatmen's") entered into with respect to a
           $10,000,000 revolving line of credit from Boatmen's to the Company, incorporated
           herein by reference to Exhibit 10.15 to the Company's Annual Report on
           Form 10-K for the year ended October 31, 1992 (the "1992 10-K").

10.17<Fa>  Minutes of Meeting of Board of Directors of the Company dated September 15,
           1992, amending the Non-Employee Director Plan, incorporated herein by reference
           to Exhibit 10.17 to the 1992 10-K.

10.18<Fa>  Amendment to the Falcon Products, Inc. Amended and Restated 1991 Stock Option
           Plan incorporated herein by reference to Exhibit 10.18 to the Company's Annual
           Report on Form 10-K for the year ended October 30, 1993 (the "1993 10-K").

10.19<Fa>  Consulting Agreement dated August 1, 1993, by and between the Company and AJR
           Enterprises, Inc., incorporated herein by reference to Exhibit 10.19 to the 1993
           10-K.

10.20      Amendment to the Debt Agreement dated as of September 24, 1993, incorporated
           herein by reference to Exhibit 10.20 to the 1993 10-K.

10.21      Second Amendment to the Debt Agreement dated as of August 30, 1994, incorporated
           herein by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K
           for the year ended October 29, 1994 (the "1994 10-K").



<FN>
_____________

<Fa>    Management contract or compensatory plan or arrangement required to be filed
        pursuant to Item 14(c) of Form 10-K.


                              18

<PAGE>
<PAGE>

<CAPTION>

                             EXHBIT INDEX

EXHIBIT
NUMBER                     DESCRIPTION
------                     -----------
<C>        <S>
10.22      Third Amendment to the Debt Agreement dated as of September 8, 1994, incorporated
           herein by reference to Exhibit 10.22 to the 1994 10-K.

10.23<Fa>  Amendment No. 2 to the Falcon Products, Inc. Amended and Restated 1991 Stock
           Option Plan, incorporated herein by reference to Exhibit 10.23 to the 1994 10-K.

10.24      Agreement of Purchase and Sale of Assets dated September 26, 1995, by and
           between Falcon Products, Inc. and DPD Manufacturing, Inc., incorporated herein by
           reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year
           ended October 28, 1995 (the "1995 10-K").

10.25      Agreement of Purchase and Sale of Assets dated September 26, 1995, by and between
           Falcon Products, Inc. and Decor Concepts, Inc., incorporated herein by reference
           to Exhibit 10.25 to the 1995 10-K.

10.26      Amendment to the Non-Employee Director Stock Option Plan, incorporated herein by
           reference to Exhibit 10.26 to the April 27, 1996 10-Q.

10.27<Fa>  Falcon Products, Inc. Employee Stock Purchase Plan, incorporated herein by reference
           to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended
           November 1, 1997 (the "1997 10-K").

10.28<Fa>  Falcon Products, Inc. Non-Employee Directors' Deferred Compensation Plan,
           incorporated herein by reference to Exhibit 10.28 to the 1997 10-K.

11         Computation of Net Earnings Per Share, filed herewith.

13         Selected Portions of the Annual Report to Stockholders for the year ended October 31,
           1998, filed herewith.

21         Subsidiaries of the Company, filed herewith.

23         Consent of Independent Public Accountants, filed herewith.

24         Power of Attorney (included on Signature Page hereto).

27         Financial Data Schedule (filed in EDGAR version only).










<FN>
______________

<Fa>     Management contract or compensatory plan or arrangement required to be filed
         pursuant to Item 14(c) of Form 10-K.

</TABLE>

                              19