<PAGE> 1


               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 NOVEMBER 1, 1997
                                  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 16, 1998, the Registrant had outstanding 9,263,179 shares
of Common Stock.  The aggregate market value of the shares of Common Stock
held by nonaffiliates of the Registrant as of January 16, 1998, was $85.7
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 November 1, 1997, are incorporated by reference into Parts
II and IV of this Report.

      Portions of the Registrant's Proxy Statement for the 1998 Annual Meeting
of Stockholders to be held March 6, 1998, are incorporated by reference into
Part III of this Report.



<PAGE> 2

<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                                  12
       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> 3


                         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 foodservice, 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.  Thirty-three 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> 4

      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 foodservice 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 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 a
showroom 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 foodservice furniture products.  The Company utilizes its
direct factory sales force and independent sales representatives, under the
supervision of the Company's Vice President - Office and Hospitality, to call
upon existing and prospective Flight dealers.


                                    4
<PAGE> 5

      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
manufacturing capabilities of Falcon Mimon 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 1998 with additional distribution arrangements in other countries in
the Pacific Rim.  The Company's international sales efforts are supported by
dedicated customer service personnel.  During 1997, 1996 and 1995, foreign
operations and export sales were $9.3, $10.9 million, and $9.7 million,
respectively.  Of these amounts, $3.9 million, $3.8 million and $4.0 million
of sales in 1997, 1996 and 1995, respectively, were made directly from the
Company's Mimon location.

      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-National Accounts 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.

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,


                                    5
<PAGE> 6

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 20% 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
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, semi-automatic welding and
upholstering.  All metal chairs, including the Company's line of metal office
chairs imported from Italy, are then finished to customer requirements
through plating or powder coat painting.

      The Company's facility in Belding, Michigan, acquired as part of the
acquisition of the assets of Charlotte Company, Inc., produces metal, wood
and upholstered chairs and tables, which are principally marketed into the
office environment and upscale dining areas.  The facility's high quality
woodworking, wood finishing and upholstery operations combine to produce
fully finished furniture to customer specifications.

      The Company's facility in City of Industry, California, acquired as part
of the acquisition of the assets of Decor Concepts, 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 Anaheim, California, produces wood chairs
suitable for hotels, resorts and country clubs.  These products are
manufactured from rough lumber, planed to dimension, cut to the appropriate
size and profiled to meet engineering specifications.  The chair frames are
then finished and upholstered to customer order.

      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.

      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 35% 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.


                                    6
<PAGE> 7

      Prior to September 8, 1997, the Company's facility in St. Louis,
Missouri, produced wire shelving systems and metal kitchen equipment for the
Company's William Hodges Division.  On September 8, 1997 the William Hodges
Division was sold for approximately $18.0 million in cash.  The St. Louis
facility serves as the Company's corporate headquarters.  The manufacturing
space previously occupied by the William Hodges Division is leased to
unrelated businesses.

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 November 1, 1997, the Company's backlog of orders for its products
believed to be firm was approximately $21.2 million, as compared to $17.7
million at November 2, 1996. Due to the Company's short delivery time,
backlog of orders is typically not considered a significant measure of future
sales.

COMPETITION

      The foodservice, office furniture and hospitality segments of the
furniture industry are fragmented and highly competitive with respect to each
of the products manufactured 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, 1997, the Company employed approximately 1,309
persons in its seven domestic operations, 355 in its manufacturing facilities
in Mexico, and 357 in its manufacturing facility in Mimon, Czech Republic.
Approximately 53 persons were employed in sales, 277 persons in
administration and 1,691 in manufacturing.


TRADEMARKS AND PATENTS

      The Company has registered the "FALCON", "CHARLOTTE", "FLIGHT" and
"GENESIS" 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> 8

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 October 1996, the Company acquired the assets and assumed certain
liabilities of The Chair Source.  The Chair Source manufactures wood and
upholstered seating in Anaheim, California and distributes these products
primarily to the hospitality, lodging and foodservice markets.  Falcon
purchased the net assets for 266,400 newly issued shares of common stock
valued at $3.7 million, subject to working capital level adjustments, plus a
total of 50,000 shares of common stock to be issued in 1998 and 1999 over a
three-year period, subject to certain contingencies.

      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 primarily for the lodging and hospitality industries.
The total purchase price for this facility was approximately $500,000 and was
funded by the Company with its available cash reserves.

      In September 1995, the Company acquired the interior decor business and
related assets, and assumed certain liabilities, relating to that business
from Omni Inc.  The Company operates this business under the tradename Decor
Concepts, which was a tradename used by Omni Inc. for a substantial portion
of that business.  Decor Concepts is a manufacturer of interior decor
products, including seating, tables and casegoods for restaurant chains.  The
total purchase price for the transaction was approximately $1,540,000.
Approximately $1,095,000 of this price was paid at closing with the remainder
paid after the final valuation of certain assets was determined.  This
transaction was funded by the Company with available cash reserves.

      In September 1994, the Company acquired a 67% controlling interest in
Falcon Mimon, a furniture manufacturer in the Czech Republic, pursuant to an
agreement with the government of the Czech Republic.  The total cost to
acquire the 67% interest in Falcon Mimon was approximately $2.3 million and
was funded from the Company's available cash reserves.  Under terms of the
purchase agreement, the Company invested an additional $2.5 million in Falcon
Mimon during 1995 and 1996 to acquire equipment and make certain plant
improvements.  This additional investment increased the Company's ownership
interest in Falcon Mimon to approximately 83%.

      In January 1994, the Company acquired substantially all of the assets
and assumed certain liabilities of Charlotte Company, Inc.  located in
Belding, Michigan.  Charlotte is an 82 year old company that specializes in
the production and distribution of high quality wood and metal seating and
tables geared toward the office and upper end restaurant and lodging
applications.  The total purchase price for this transaction was
approximately $3.4 million and was funded by the Company from its available
cash reserves.


                                    8
<PAGE> 9

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                      2001, with and booths two
                                                                                    five-year renewals.

Belmont, Mississippi         227,000       Metal chairs, 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 February
                                                                                    1999, 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 2006, with three five-year
                                           chairs, and fully upholstered            renewal options.
                                           seating

Belding, Michigan             89,000       Wood and metal chairs                    Owned
                                           and tables

Anaheim, California           46,000       Wood chairs                              Lease expiring in October  2001.

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       Casegoods and wood chairs                Leases expiring in December 1998,
                                                                                    with five one-year renewal options.
</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.

                                    9


<PAGE> 10

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 November 1, 1997.

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          65
                              1981 and again from January 1984 to December 1995.

Darryl C. Rosser              President and Chief Operating Officer since December 1995;            46
                              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,                   35
                              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.

Richard Hnatek                Senior Vice President-Sales since December 1993;                      53
                              Vice President-Sales since November 1986.

Michael J. Kula               Vice President-Operations since July 1996; prior to joining           48
                              the Company, Senior Vice President-Operations of The Gunlocke
                              Company, a subsidiary of HON Industries, Inc., a manufacturer
                              of office furniture.

<CAPTION>

Each officer is elected annually by the Board of Directors.

<FN>
-----------
<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> 11
                                 PART II

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

   (a) Principal Market

      On December 6, 1995, the Company's common stock, par value $.02 per
share, was listed and began trading on the New York Stock Exchange under the
symbol FCP.  Prior to that date, the Company's common stock was traded on the
NASDAQ National Market System.

   (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.  All per share price and shares outstanding information
set forth in this Report have been adjusted to reflect a 10% stock dividend paid
to stockholders of record on December 13, 1995.

<TABLE>
<CAPTION>
                                    MARKET PRICE
                                 ------------------      DIVIDENDS
                                  HIGH        LOW        PER SHARE
                                 ------      ------      ---------
<S>                              <C>         <C>           <C>
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

Year ended November 2, 1996:
          First Quarter          $13.25      $12.05        $.025
          Second Quarter          16.63       13.00         .025
          Third Quarter           16.75       14.13         .025
          Fourth Quarter          15.13       13.13         .025
</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 16, 1998, was 994.

   (d) Recent Sales of Unregistered Securities

      In fiscal years 1996 and 1997, the Company issued 266,400 shares of
common stock, and incurred a contingent obligation to issue an additional
50,000 shares of common stock over the next two years (the 266,400 issued
shares and the additional 50,000 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.


                                    11
<PAGE> 12

ITEM 6.   SELECTED FINANCIAL DATA

      The selected financial data contained in the Registrant's Annual Report
for the fiscal year ended on November 1, 1997 (the "1997 Annual Report") is
incorporated herein by reference and contained herein as Exhibit 13.

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 1997 Annual
Report is incorporated herein by reference and contained herein as Exhibit 13.

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 1997 Annual Report are incorporated herein by reference.  The
financial data contained under the caption "Quarterly Financial Information"
in the 1997 Annual Report is also incorporated herein by reference.

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 1998 Annual Meeting of
Stockholders to be held March 6, 1998 (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."

     Information regarding compliance with Section 16(a) of the Securities
Exchange Act of 1934 in the Proxy Statement under the caption "COMPLIANCE
WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934" is incorporated
herein by reference.

ITEM 11.   EXECUTIVE AND DIRECTOR COMPENSATION.

      The information contained under the captions "EXECUTIVE COMPENSATION",
"COMPENSATION OF DIRECTORS" and "INFORMATION AS TO STOCK OPTIONS" 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> 13

                                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 1997 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 November 1, 1997,
          November 2, 1996, and October 28, 1995                                                 16

    Consolidated Balance Sheets as of November 1, 1997 and November 2, 1996, and
          October 28, 1995                                                                       17

    Consolidated Statements of Stockholders' Equity for the years ended November 1, 1997,
          November 2, 1996 and  October 28, 1995                                                 18

    Consolidated Statements of Cash Flows for the years ended November 1, 1997,
          November 2, 1996, and October 28, 1995                                                 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
             November 1, 1997, November 2, 1996 and  October 28, 1995

    (a) 3.   Exhibits:

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


    (b) Reports on Form 8-K:

        None.


                                    13
<PAGE> 14


                   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. 1997 Annual Report to
Stockholders incorporated by reference in this Form 10-K, and have issued our
report thereon dated December 15, 1997.  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, 1997


                                    14


<PAGE> 15

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

             FOR THE YEARS ENDED NOVEMBER 1, 1997,  NOVEMBER 2, 1996, AND OCTOBER 28, 1995
<CAPTION>
                                                    ADDITIONS
                                                     CHARGED       ACQUISITIONS
                                      BALANCE 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 November 1, 1997           $    392     $      710       $       --     $      765 <FA>      $      337
                                      ========     ==========       ==========     ==========           ==========
Year ended November 2, 1996           $    327     $    1,062       $       --     $    1,011 <FA>      $      392
                                      ========     ==========       ==========     ==========           ==========
Year ended October 28, 1995           $    463     $      629       $       --     $      765 <FA>      $      327
                                      ========     ==========       ==========     ==========           ==========
<FN>
-----------
<FA> Accounts charged off less recoveries and returns.
</TABLE>


                                    15
<PAGE> 16
                               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 27, 1998                 By    /s/ Franklin A. Jacobs
                                            -----------------------------------
                                                    Franklin A. Jacobs,
                                                   Chairman of the Board
                                                and Chief Executive Officer

Date:    January 27, 1998                 By     /s/ Michael J. Dreller
                                            -----------------------------------
                                                     Michael J. Dreller
                                             Vice President, Chief Financial
                                             Officer, Secretary and Treasurer
                                              (Principal Financial Officer)

      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 27, 1998                         /s/ Raynor E. Baldwin
                                               --------------------------------
                                                  Raynor E. Baldwin, Director


Date:    January 27, 1998                          /s/ Melvin F. Brown
                                               --------------------------------
                                                   Melvin F. Brown, Director


Date:    January 27, 1998                         /s/ Donald P. Gallop
                                               --------------------------------
                                                  Donald P. Gallop, Director


Date:    January 27, 1998                         /s/ James L. Hoagland
                                               --------------------------------
                                                  James L. Hoagland, Director


Date:    January 27, 1998                        /s/ Franklin A. Jacobs
                                               --------------------------------
                                                 Franklin A. Jacobs, Director


Date:    January 27, 1998                          /s/ S. Lee Kling
                                               --------------------------------
                                                   S. Lee Kling, Director


Date:    January 27, 1998                          /s/ Lee M. Liberman
                                               --------------------------------
                                                   Lee M. Liberman, Director


Date:    January 27, 1998                         /s/ Darryl C. Rosser
                                               --------------------------------
                                                  Darryl C. Rosser, Director


Date:    January 27, 1998                          /s/ James Schneider
                                               --------------------------------
                                                   James Schneider, Director


                                    16
<PAGE> 17

<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> 18

<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, incor-
                  porated herein by reference to Exhibit 4.1 to the Company's Registration State-
                  ment 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> 19

<CAPTION>
                                    EXHIBIT 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, filed herewith.

 10.28<Fa>        Falcon Products, Inc. Non-Employee Directors' Deferred Compensation Plan, filed herewith.

 11               Computation of Net Earnings Per Share, filed herewith.

 13               Selected Portions of the Annual Report to Stockholders for the year ended November 1, 1997,
                  filed herewith.

 21               Subsidiaries of the Company, filed herewith.

 23               Consent of Independent Public Accountants, filed herewith.

 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