<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

                 FOR THE FISCAL YEAR ENDED OCTOBER 28, 2000

                                     OR

| |  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                FOR THE TRANSITION PERIOD FROM       TO
                                               -----    -----
                       COMMISSION FILE NUMBER 1-11577

                          ------------------------

                            FALCON PRODUCTS, INC.
                        (Exact name of registrant as
                          specified in its charter)

                  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
                  (Address of principle executive offices)

     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 18, 2001, the Registrant had outstanding 8,785,036 shares
of Common Stock. The aggregate market value of the shares of Common Stock
held by nonaffiliates of the Registrant as of January 18, 2001, was $48.4
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 28, 2000, are incorporated herein by reference
into Parts II and IV of this Report.

    Portions of the Registrant's Proxy Statement for the 2001 Annual Meeting
of Stockholders to be held March 15, 2001, are incorporated herein by
reference into Part III of this Report.

<PAGE>
<PAGE>




                              TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
PART I
------


                     ITEM 1.   Business....................................   3
                     ITEM 2.   Properties..................................   8
                     ITEM 3.   Legal Proceedings...........................   9
                     ITEM 4.   Submission of Matters to a Vote of Security
                               Holders.....................................   9
                     ITEM 4A.  Executive Officers of the Registrant........   9

PART II
-------

                     ITEM 5.   Market for the Registrant's Common Equity
                               and Related Stockholder Matters.............  10
                     ITEM 6.   Selected Financial Data.....................  10
                     ITEM 7.   Management's Discussion and Analysis of
                               Financial Condition and Results of
                               Operations..................................  11
                     ITEM 7A.  Quantitative and Qualitative Disclosures
                               About Market Risk ..........................  11
                     ITEM 8.   Financial Statements and Supplementary Data.  11
                     ITEM 9.   Changes in and Disagreements with
                               Accountants on Accounting and Financial
                               Disclosure..................................  11

PART III
--------

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

PART IV
-------

                     ITEM 14.  Exhibits, Financial Statement Schedules and
                               Reports on Form 8-K.........................  12

SIGNATURES                     ............................................  18
----------

EXHIBIT INDEX                  ............................................  19
-------------




                                   - 2 -

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<PAGE>

                            FALCON PRODUCTS, INC.

                                  FORM 10-K

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

    Information set forth in this Annual Report on Form 10-K regarding
expected or possible future events, including statements of the plans,
strategy, goals and objectives of management for future growth, operations,
prospects, products and services and statements relating to future economic
performance, is forward-looking and subject to risks and uncertainties. For
those statements, the Company claims the protection of the safe harbor for
forward-looking statements provided for by the Private Securities Litigation
Act of 1995. Factors that could affect the future results of the Company and
could cause those results to differ materially from those expressed in the
forward-looking statements are discussed at greater length herein. See Item
7, "Management's Discussion and Analysis of Results of Operations and
Financial Condition."

                                   PART I

ITEM 1.  BUSINESS.

GENERAL

    The Company designs, manufactures and markets an extensive line of
furniture and related products for the food service, contract office,
hospitality, healthcare, education 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

    The Company's principal products consist of an extensive line of
furniture and related products, including wood, metal and rattan chairs,
banquet and conference tables, table tops, table bases, booths, casegoods
and other related products.

    The Company markets its seating products under the Falcon, Charlotte,
Decor Concepts, KD/Context, Shelby Williams, The Chair Source, and Thonet
brand names.

         Metal. Metal stacking chairs are available in a wide variety of
styles and are used primarily in multi-use function rooms, where it is
necessary to store chairs for events such as training courses and banquets.
Metal chairs may be upholstered in one of our 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.

         Wood and Rattan. Wood chairs are manufactured in hardwoods, such as
maple, oak and beech, and are available in a wide variety of finishes,
upholstered fabric and vinyl coverings. Products are made of solid wood or a
combination of woods, and many are constructed with bentwood components,
which provide extended durability. Wood chair products are finished on
conveyorized lines which incorporate forced drying cycles. Wood chairs are
finished with one of our standard colors or the customer may specify or
supply its choice of finish material. Sealer coats and final conversion
varnish coats are applied to our wood chairs by means of electrostatic
finishing systems which insure uniform application, resulting in a durable
chip-resistant finish. To fully complement our seating line, the Company
markets a wide collection of wicker and rattan seating products.

         Banquet and Conference Tables. The Company designs and manufactures
banquet and conference tables, which along with our metal stacking chairs
are used primarily in multi-use function rooms. The tables are constructed
from the table tops and bases that the Company manufactures as separate
components and then either assembled for sale as a complete table unit or
sold to other furniture manufacturers as separate components for their
assembly operations. The Company markets banquet and conference tables under
the Falcon, King Arthur, Johnson Tables and Howe brand names.



                                   - 3 -

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<PAGE>

         Table Tops. The Company manufactures table tops 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
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. The
Company typically sells table tops with a base the Company produces
separately. Table tops are marketed under the Falcon, Howe, Johnson Tables
and Shelby Williams brand names.

         Table Bases. Table bases are produced in a variety of sizes, styles
and finishes and are used 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 standard catalog powder coat paint finishes
or designer plated finishes and also may be painted to match a customer's
custom finish requirements. The Company markets table bases under the
Falcon, Howe, Johnson Tables and Shelby Williams brand names.

         Booths. Booths are available in standard catalog styles or
customer-specified styles, some of which are suitable for outdoor
applications. The Company manufactures booths in wood, metal or fiberglass,
and our booths may be upholstered in one of the 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 our table tops and other wood products. The
Company markets booths under the Falcon, Decor Concepts and Shelby Williams
brand names.

         Casegoods. The combination of the broad line of furniture products
and vertical manufacturing capabilities enable the Company 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, including all furniture,
booths, walls, wood trim and casegood components. These casegood components
include such products as counters, bars, divider walls, planter units, salad
bars and stands, which the Company produces in a variety of high-pressure
laminates. The Company then delivers these products to the customer site and
installs them using the Company's own employees or Company trained
subcontractors. The Company markets these products under the Falcon and
Decor Concepts brand names.

         Other Products. The Company also manufactures portable dance floors
and platforms, food service carts, cutting room tables, as well as a full
range of vinyl wall coverings. The Company markets these products under the
Sellers & Josephson, King Arthur and Phillocraft brand names.

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, hospitality and food service chains or
their buying agencies, interior designers, architectural design firms,
office furniture dealers, mass merchandisers, original equipment
manufacturers ("OEMs") 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 also markets its products through advertising in major trade
publications and illustrating the Company's products in its catalogs. The
Company publishes numerous extensive catalogs displaying its products and
distributes catalogs to architects, designers and dealers. Catalogs are
periodically supplemented as new products are introduced. Customers may
order standard products directly from these catalogs or request changes to
meet their design specifications.



                                   - 4 -

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<PAGE>

The Company assists its representatives in various ways, including:

     - conducting extensive training programs to better educate its sales
       representatives with respect to the design, manufacture, variety and
       decor applications of its products;

     - providing restaurant supply and office furniture dealers, mass
       merchandisers, architectural designers, OEMs and other customers with
       catalog materials, samples and brochures;

     - maintaining a customer service department that ensures that it
       promptly responds to the needs and orders of its customers;

     - exhibiting its products at national and regional furniture shows and
       at two showrooms in the Merchandise Mart in Chicago;

     - maintaining regular contact with key customers; and

     - conducting 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.

    International Sales. The Company's products are marketed throughout
Europe through distribution agreements with a number of European
distributors. 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 distribution arrangements in Japan, Hong Kong, and South
Korea. 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 customers throughout the Asia Pacific region.
The Company's international sales efforts are supported by dedicated
customer service personnel. During 2000, 1999, and 1998, foreign operations
and export sales were $25.0, $18.6, and $14.0 million, respectively. Of
these amounts, $9.7 million, $9.0 million and $9.0 million of sales in 2000,
1999, and 1998, 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-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.



                                   - 5 -

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<PAGE>

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 responsibility for new product introductions and also identifies
market trends and initiates product development to accommodate those trends.
The Company has 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

     Company's manufacturing operations primarily consist of wood bending,
wood working, assembly, metal forming, bending and fabrication,
electrostatic wood and metal finishing, robotic welding and upholstering, in
addition to printing and laminating vinyl wall coverings. For certain chair
styles, the Company purchases components manufactured by other companies.
These components, which are manufactured to the Company's specification, are
assembled, finished and upholstered by the Company. For all other products,
the Company is a vertically integrated manufacturer, which allows it to
control all aspects of its production processes. The Company has a fully
operational information system at all of its manufacturing facilities. These
systems perform detailed and timely cost analysis of production by product
and facility, which assists in controlling its manufacturing processes and
in better serving its customers.

    All manufacturing operations emphasize quality control during the
various production processes. To provide consistency and speed to the
finishing process, the Company utilizes conveyorized paint lines with spray
booths and drying ovens positioned to allow proper drying times between
finishing steps. In addition, the Company has electrostatic wood-finishing
systems which provide superior finishing qualities and are advantageous from
an environmental standpoint. The Company has invested in powder-coating
lines which provide similar advantages for the metal products, and expects
to continue to invest in automated machinery and equipment.

    The Company's manufacturing facilities are strategically located
throughout the United States and internationally to meet the requirements of
its customers and its distribution network. The Company's products are
manufactured at its facilities in the United States in Newport and
Morristown, Tennessee, Belmont and Canton, Mississippi, Statesville North
Carolina, and Englewood and Carlstadt, New Jersey, and internationally in
Mimon, Czech Republic, Juarez and Zacatecas, Mexico, Shenzhen, The People's
Republic of China and Middlefart, Denmark.

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, plywood, rattan,
laminates, particle board, metal tubing, steel wire, scrap iron and various
plastic components and other frame components, from cushioning, vinyl and
textiles, 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 at commercially
reasonable terms should the need arise.

    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 manufacture these products and believes
that alternative arrangements could be made to obtain these products at
commercially reasonable terms should the need arise. A fire destroyed a
manufacturing facility operated by a supplier of stamped metal and welded
component parts for table bases used in some product lines of the Company's
Howe Furniture Corporation and Johnson Table divisions. The fire caused a
supply disruption that negatively impacted the Company's ability to ship the
affected product lines for the last month of fiscal 2000 through February
2001. The Company was able to manufacture some of the component parts at its
manufacturing facilities and found other suppliers to produce the remaining
component parts.



                                   - 6 -

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BACKLOG

    As of October 28, 2000, the Company's backlog of orders for its products
believed to be firm was approximately $52.7 million, as compared to $59.8
million at October 30, 1999. Due to the Company's short delivery time,
backlog of orders is typically not considered a significant measure of
future sales.

COMPETITION

    The office, food service, hospitality (including gaming), university,
healthcare and other institutional segments of the commercial 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 October 28, 2000, the Company employed approximately 2,816 persons
in its seven domestic manufacturing facilities and support locations, 497 in
its manufacturing facilities in Mexico, 11 in China, 38 in Denmark, and 368
in its manufacturing facility in Mimon, Czech Republic. Approximately 240
persons were employed in sales, 290 persons in administration and 3,200 in
manufacturing.

TRADEMARKS AND PATENTS

    The Company has registered the "FALCON"(R), "CHARLOTTE"(R), "HOWE"(R),
"JOHNSON TABLES"(R), "SHELBY WILLIAMS"(R), "KING ARTHUR"(R), "STERNO"(R)
(licensed in perpetuity), "THONET"(R), "PHILOCRAFT"(R), and "SELLERS &
JOSEPHSON"(R) 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.

GOVERNMENTAL REGULATIONS AND ENVIRONMENTAL MATTERS

    The Company is subject to numerous environmental laws and regulations in
the various jurisdictions in which it operates that (a) govern operations
that may have adverse environmental effects, such as discharges into air and
water, as well as handling and disposal practices for solid and hazardous
wastes, and (b) impose liability for response costs and certain damages
resulting from past and current spills, disposals or other releases of
hazardous materials. The Company's operations may result in noncompliance
with or liability for remediation pursuant to environmental laws.
Environmental laws have changed rapidly in recent years, and the Company may
be subject to more stringent environmental laws in the future. Although
environmental matters have not to date had a material adverse effect on the
results of operations or financial condition of the Company, the Company can
give no assurance that such matters will not have a material adverse effect
on the results of operation or financial condition or that more stringent
environmental laws will not be enacted which could have a material adverse
effect on its results of operations or financial condition.

     In February 1997, the King Arthur division of Shelby Williams
Industries, Inc. received a complaint, addressed to King Arthur, Inc., in a
case pending in the Superior Court of New Jersey, Camden County, Law
Division, entitled Pennsauken Solid Waste Management Authority, et al., vs.
Ward Sand & Material Co., Inc. and a large number of other defendants. The
complaint, which identifies King Arthur, Inc. as one of the defendants,
alleges, among other things, that during the operation of a landfill from
the 1960's to 1984, the defendants improperly generated, transported and/or
disposed of certain hazardous waste material, and that defendants are
jointly and severally liable to plaintiffs for all costs and damages
incurred by plaintiffs for remediation of the landfill and any surrounding
areas which are found to be contaminated. The complaint does not specify any
dollar amount of damages. Shelby Williams Industries, Inc. acquired certain
assets of King Arthur, Inc. in 1986. The Company believes, based on its
present knowledge, that the Company has valid defenses to the allegations in
the complaint, and that its liability, if any, is not material. The Company
has put its insurers on notice of the complaint.


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ACQUISITIONS

     In June 1999, the Company acquired all of the common stock of Shelby
Williams Industries, Inc. and its subsidiaries ("Shelby Williams") for a
cash price of $137.1 million. Shelby Williams is a leading manufacturer of
contract seating for the commercial contract furniture market. 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 purchase price was allocated to
the assets and liabilities based on estimated fair values at the date of
acquisition. This resulted in an excess of purchase price over assets
acquired of $99.2 million, which is being amortized on a straight line basis
over 40 years.

    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. This
resulted in an excess of purchase price over assets acquired of $13.9
million, which is being amortized on a straight line basis over 40 years.

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>
     Domestic
     St. Louis, Missouri                   60,000        Principal executive offices  Leased, expiring in July 2015.


     Morristown, Tennessee                744,000        Wood and metal chairs and    Owned.
                                                         rattan/wicker products

     Canton, Mississippi                  406,000        Wood chairs                  Approximately 238,100 square
                                                                                      feet owned and 167,900 square
                                                                                      feet leased under certain
                                                                                      leases expiring from January
                                                                                      2009 through May 2010.

     Newport, Tennessee                   370,000        Table bases, table tops,     Leased, (1) 300,000 square feet
                                                         millwork, casegoods, and     expiring in December 2001, with
                                                         booths                       two five-year renewal options
                                                                                      and (2) 70,000 square feet
                                                                                      expiring in June 2001, with one
                                                                                      five-year renewal option.

     Statesville, North Carolina          327,000        Wood and metal chairs,       Owned.
                                                         banquet tables and dance
                                                         floors

     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.

     Englewood, New Jersey                 68,000        Wall coverings               Leased, expiring December 2003,
                                                                                      with a 10 year renewal option.

     Carlstadt, New Jersey                 35,000        Wall coverings               Leased, expiring April 2004.

     Azusa, California                     34,000        Fiberglass booths            Leased, expiring in November 2002.

     Foreign
     Mimon, Czech Republic                700,000        Wood chairs                  Owned.

     Zacatecas, Mexico                     90,000        Wood chairs                  Owned.

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

     Shenzhen, The People's                15,000        Table tops and millwork      Leased, month-to-month.
     Republic of China

     Middelfart, Denmark                   34,000        Tables and chairs            Owned.
</TABLE>



                                   - 8 -

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    Management of the Company believes that its manufacturing and
warehousing facilities are in good condition, are adequately insured, 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. With the exception of the litigation described in Item 1,
Business - Governmental Regulations and Environmental Matters, located on
page 7 of this report, 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 28, 2000.

ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT*.

    As of January 18, 2001, the Executive Officers of the Company are:

<TABLE>
<CAPTION>
                            NAME                                     POSITION                              AGE
                     -------------------  --------------------------------------------------------------   ---
                     <S>                  <C>                                                              <C>
                     Franklin A. Jacobs   Chairman of the Board since 1971; President from 1957 to May      68
                                          1981 and again from January 1984 to December 1995.

                     David L. Morley      President and Chief Operating Officer since December 2000;        44
                                          prior to joining The Company, Senior Vice President of
                                          Monsanto Company from 1998 to 2000; President - Nutrition and
                                          Consumer Products Company of Monsanto Company from 1997 to
                                          1998; Vice President - Americas Ag Sector of Monsanto Company
                                          from 1995 to 1997.

                     Stephen E. Cohen     Vice President - Sales and Marketing since August 1998;           32
                                          Vice President - Sales from November 1996 to August 1998;
                                          Vice President - Sales Western Region from October 1995 to
                                          November 1996; Vice President - Sales Midwestern Region from
                                          March 1995 to October 1995.

                     Michael J. Dreller   Vice President - Finance and Chief Financial Officer, Secretary   38
                                          and Treasurer since January 1996; Corporate Controller from
                                          1993 to September 1995; prior to rejoining the Company, Vice
                                          President and Chief Financial Officer of JDI Group, Inc., a
                                          distributor of residential furniture, from September 1995 to
                                          December 1995.

                     Richard Hnatek       Senior Vice President - Quality since September 1999;             56
                                          Senior Vice President - International Sales/New Chain
                                          Development from August 1998 to September 1999; Senior
                                          Vice President - Sales from December 1993 to August 1998.

                     Michael J. Kula      Vice President - Corporate Technology & Development since         51
                                          November 1998; Vice President - Operations from July 1996
                                          to November 1998; prior to joining the Company, Senior Vice
                                          President - Operations of the Gunlocke Company, a subsidiary
                                          of HON Industries, Inc. a manufacturer of office furniture,
                                          from January 1994 to July 1996.

                     Jackson H. Spidell   Vice President - Operations since November 1998; prior to         45
                                          joining the Company, Director of West Michigan Manufacturing
                                          Operations - Herman Miller, Inc., a manufacturer of office
                                          furniture, for more than the last five years.

Each officer is elected annually by the Board of Directors.

<FN>
---------
*     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>



                                   - 9 -

<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 28, 2000:
                                      First Quarter            $  9.31        $  8.63         $ .04
                                      Second Quarter             13.44           9.13           .04
                                      Third Quarter              11.81           9.44           .04
                                      Fourth Quarter             10.13           7.88           .04

                            Year ended October 30, 1999:
                                      First Quarter            $ 12.75        $ 10.13         $ .04
                                      Second Quarter             11.25           7.13           .04
                                      Third Quarter              11.56           8.00            -
                                      Fourth Quarter             10.50           8.00            -
</TABLE>

    The Company's Common Stock closing sales price on January 18, 2001 was
    $8.0625.

    Under the terms of the Company's Senior Secured Credit Facility and the
    Indenture, as amended, pursuant to which the Company's 11-3/8% Senior
    Subordinated Notes due June 15, 2009, Series B, have been issued, (the
    "Indenture"), the Company must comply with certain covenants including,
    but not limited to, those related to the payment of dividends and the
    maintenance of specific ratios. Accordingly, the payment of future
    dividends will be subject to the Company's compliance with these
    covenants and, assuming such compliance, will be at the discretion of
    the Board of Directors.

    (c) Approximate Number of Holders of Common Stock

    The approximate number of holders of record of the Company's Common
    Stock as of January 18, 2001, was 739.

    (d) Recent Sales of Unregistered Securities

    Concurrently with entering into the Senior Secured Credit Facility, the
    Company issued $100.0 million of its 11-3/8% Senior Subordinated Notes
    due June 15, 2009, Series A (the "Series A Notes") to certain qualified
    institutional buyers based on the exemptions from registration contained
    in Section 4 (2) of Rule 144A, promulgated under the Securities Act of
    1933, as amended. The proceeds from the issuance of the Series A Notes
    were used in conjunction with the Senior Secured Credit Facility to
    finance the Company's acquisition of Shelby Williams along with the fees
    and expenses associated with the acquisition. On August 30, 1999, the
    Company completed its offer to exchange its 11-3/8% Senior Subordinated
    Notes due June 15, 2009, Series B (the "Series B Notes") for its
    outstanding Series A Notes (the "Exchange Offer"). The terms of the
    Series B Notes are the same as the Series A Notes, except that the
    Series B Notes have been registered under the Securities Act of 1933, as
    amended, and the holders of the Series B Notes are not entitled to any
    exchange or registration rights with respect thereto. All of the
    outstanding Series A Notes were exchanged for Series B Notes pursuant to
    the Exchange Offer.

ITEM 6.  SELECTED FINANCIAL DATA

    The selected financial data contained in the Registrant's Annual Report
for the fiscal year ended on October 28, 2000 (the "2000 Annual Report") is
incorporated herein by reference and contained herein as Exhibit 13.



                                   - 10 -

<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 2000
Annual Report is incorporated herein by reference and contained herein as
Exhibit 13.

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

    The information contained under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the 2000
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 public accountants (as set forth in Part IV,
Item 14 (a) (1)) in the 2000 Annual Report are incorporated herein by
reference. The financial data contained under the caption "Quarterly
Financial Information" in the 2000 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 2001 Annual Meeting of
Stockholders to be held March 15, 2001 (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 "COMPENSATION OF
DIRECTORS", "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION",
"EXECUTIVE COMPENSATION", "PENSION PLAN TABLE" 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.



                                   - 11 -

<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 2000 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 28, 2000,
             October 30, 1999, and October 31, 1998.                                        19

          Consolidated Balance Sheets as of October 28, 2000 and October 30, 1999.          20

          Consolidated Statements of Stockholders' Equity for the years ended
             October 28, 2000, October 30, 1999, and October 31, 1998.                      21

          Consolidated Statements of Cash Flows for the years ended October 28, 2000,
             October 30, 1999, and October 31, 1998.                                        22

          Notes to Consolidated Financial Statements                                        23

          Report of Independent Public Accountants                                          31
</TABLE>

    (a) 2.  Financial Statement Schedules

        Report of Independent Public Accountants

        The following financial statement schedules are included in Item 14
        on pages 14-17 of this Report:

        Schedule I-Guarantor and Non-guarantor financial statements for the
        years ended October 28, 2000, October 30, 1999, and October 31,
        1998.

        Schedule II-Valuation and Qualifying Accounts for the years ended
        October 28, 2000, October 30, 1999, and October 31, 1998.

    (a) 3.  Exhibits:

        See Exhibit Index on pages 19 through 20 of this Report.

    (b) Reports on Form 8-K:

        No reports on Form 8-K were filed by the Company during the fourth
        quarter of the fiscal year ended October 28, 2000.



                                   - 12 -

<PAGE>
<PAGE>

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

TO FALCON PRODUCTS, INC.:

We have audited in accordance with auditing standards generally accepted in
the United States, the financial statements included in Falcon Products,
Inc. 2000 Annual Report to Stockholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated December 13, 2000. Our
audit was made for the purpose of forming an opinion on those financial
statements taken as a whole. Schedule I and Schedule II included in this
Form 10-K are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic financial
statements. These schedules have been subjected to the auditing procedures
applied in our audit of the basic financial statements and, in our opinion,
fairly state in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a
whole.

                                       /s/ARTHUR ANDERSEN LLP

St. Louis, Missouri,
December 13, 2000



                                   - 13 -

<PAGE>
<PAGE>


<TABLE>
                                      FALCON PRODUCTS, INC. AND SUBSIDIARIES
                           SCHEDULE I-GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS



                                              FALCON PRODUCTS, INC.
                                  CONSOLIDATING CONDENSED STATEMENT OF EARNINGS
                                       FOR THE YEAR ENDED OCTOBER 28, 2000

<CAPTION>
                                                          Total           Total
                                                        Guarantor     Non-Guarantor   Eliminations       Total
                                                        ---------     -------------   ------------       -----
<S>                                                     <C>             <C>            <C>             <C>
Net sales                                               $ 306,000       $  20,401      $ (10,669)      $ 315,732
Cost of sales                                             221,863          17,360        (10,669)        228,554
Selling, general and administrative                        51,360           2,427              -          53,787
                                                        ---------       ---------      ---------       ---------
     Operating profit                                      32,777             614              -          33,391
Minority interest in consolidated subsidiary                   (2)              -              -              (2)
Interest expense                                           16,971             178              -          17,149
                                                        ---------       ---------      ---------       ---------
     Net earnings before income taxes                      15,808             436              -          16,244
Income tax expense                                          6,768             280              -           7,048
                                                        ---------       ---------      ---------       ---------
     Net earnings                                       $   9,040       $     156      $       -       $   9,196
                                                        =========       =========      =========       =========
</TABLE>

<TABLE>
                                              FALCON PRODUCTS, INC.
                                  CONSOLIDATING CONDENSED STATEMENT OF EARNINGS
                                       FOR THE YEAR ENDED OCTOBER 30, 1999

<CAPTION>
                                                          Total           Total
                                                        Guarantor     Non-Guarantor   Eliminations       Total
                                                        ---------     -------------   ------------       -----
<S>                                                     <C>             <C>            <C>             <C>
Net sales                                               $ 212,668       $  22,008      $ (12,181)      $ 222,495
Cost of sales, including nonrecurring items               156,832          19,341        (12,181)        163,992
Special and nonrecurring items                             10,500               -              -          10,500
Selling, general and administrative                        37,684           1,605              -          39,289
                                                        ---------       ---------      ---------       ---------
     Operating profit                                       7,652           1,062              -           8,714
Minority interest in consolidated subsidiary                  (24)              -              -             (24)
Interest expense                                            7,189              92              -           7,281
                                                        ---------       ---------      ---------       ---------
     Net earnings before income taxes                         487             970              -           1,457
Income tax expense                                            569             304              -             873
                                                        ---------       ---------      ---------       ---------
     Net earnings                                       $     (82)      $     666      $       -       $     584
                                                        =========       =========      =========       =========
</TABLE>

<TABLE>
                                              FALCON PRODUCTS, INC.
                                  CONSOLIDATING CONDENSED STATEMENT OF EARNINGS
                                       FOR THE YEAR ENDED OCTOBER 31, 1998

<CAPTION>
                                                          Total           Total
                                                        Guarantor     Non-Guarantor   Eliminations       Total
                                                        ---------     -------------   ------------       -----
<S>                                                     <C>             <C>            <C>             <C>
Net sales                                               $ 135,742       $  20,665      $ (12,981)      $ 143,426
Cost of sales, including nonrecurring items                97,801          18,247        (12,981)        103,067
Special and nonrecurring items                                271               -              -             271
Selling, general and administrative                        27,225           2,257              -          29,482
                                                        ---------       ---------      ---------       ---------
     Operating profit                                      10,445               -              -          10,606
Minority interest in consolidated subsidiary                  (64)              -              -             (64)
Interest expense                                              546              73              -             619
                                                        ---------       ---------      ---------       ---------
     Net earnings before income taxes                       9,963              88              -          10,051
Income tax expense                                          3,668              33              -           3,701
                                                        ---------       ---------      ---------       ---------
     Net earnings                                       $   6,295       $      55      $       -       $   6,350
                                                        =========       =========      =========      =========
</TABLE>


                                     - 14 -


<PAGE>
<PAGE>
<TABLE>
                                      FALCON PRODUCTS, INC. AND SUBSIDIARIES
                           SCHEDULE I-GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS


                                              FALCON PRODUCTS, INC.
                                      CONSOLIDATING CONDENSED BALANCE SHEET
                                                 OCTOBER 28, 2000
<CAPTION>
                                                          Total           Total
                                                        Guarantor     Non-Guarantor   Eliminations       Total
                                                        ---------     -------------   ------------       -----
<S>                                                     <C>             <C>            <C>             <C>
Assets
     Cash and cash equivalents                          $   2,923       $   1,006      $       -       $   3,929
     Accounts receivable                                   38,145           1,968              -          40,113
     Inventories                                           45,910           3,957              -          49,867
     Other assets                                           2,563             415              -           2,978
                                                        ---------       ---------      ---------       ---------
         Total current assets                              89,541           7,346              -          96,887
     Property plant and equipment, net                     38,273          11,624              -          49,897
     Investment in subsidiaries                            10,760               -        (10,760)              -
     Intangibles and other assets                         132,241               -              -         132,241
                                                        ---------       ---------      ---------       ---------
Total assets                                            $ 270,815       $  18,970      $ (10,760)      $ 279,025
                                                        =========       =========      =========       =========

Liabilities and Stockholders' Equity
     Current liabilities                                $  50,273       $   3,293      $       -       $  53,566
     Long-term debt                                       144,587           1,353              -         145,940
     Other long-term liabilities                            4,842               -              -           4,842
     Intercompany payable (receivable)                     (3,564)          3,564              -               -
                                                        ---------       ---------      ---------       ---------
Total liabilities                                         196,138           8,210              -         204,348
                                                        ---------       ---------      ---------       ---------
Stockholders' equity
     Common stock                                             198           9,144         (9,144)            198
     Additional paid-in capital                            47,376           1,015         (1,015)         47,376
     Treasury stock                                       (14,481)              -              -         (14,481)
     Cumulative translation adjustment                     (3,175)              -              -          (3,175)
     Retained earnings                                     44,759             601           (601)         44,759
                                                        ---------       ---------      ---------       ---------
         Total stockholders' equity                        74,677          10,760        (10,760)         74,677
                                                        ---------       ---------      ---------       ---------
Total liabilities and stockholders' equity              $ 270,815       $  18,970      $ (10,760)      $ 279,025
                                                        =========       =========      =========       =========
</TABLE>

<TABLE>
                                              FALCON PRODUCTS, INC.
                                      CONSOLIDATING CONDENSED BALANCE SHEET
                                                 OCTOBER 30, 1999
<CAPTION>
                                                          Total           Total
                                                        Guarantor     Non-Guarantor   Eliminations       Total
                                                        ---------     -------------   ------------       -----
<S>                                                     <C>             <C>            <C>             <C>
Assets
     Cash and cash equivalents                          $     899       $   1,979      $       -       $   2,878
     Accounts receivable                                   45,507           2,226              -          47,733
     Inventories                                           44,436           4,642              -          49,078
     Other assets                                           4,200             880              -           5,080
                                                        ---------       ---------      ---------       ---------
         Total current assets                              95,042           9,727              -         104,769
     Property plant and equipment, net                     35,089          13,752              -          48,841
     Investment in subsidiaries                            10,604               -        (10,604)              -
     Intangibles and other assets                         138,596               -              -         138,596
                                                        ---------       ---------      ---------       ---------
Total assets                                            $ 279,331       $  23,479      $ (10,604)      $ 292,206
                                                        =========       =========      =========       =========

Liabilities and Stockholders' Equity
     Current liabilities                                $  53,355       $   4,615      $       -       $  57,970
     Long-term debt                                       160,222           1,841              -         162,063
     Other long-term liabilities                            2,872               -              -           2,872
     Intercompany payable (receivable)                     (6,419)          6,419              -               -
                                                        ---------       ---------      ---------       ---------
Total liabilities                                         210,030          12,875              -         222,905
                                                        ---------       ---------      ---------       ---------
Stockholders' equity
     Common stock                                             198           9,144         (9,144)            198
     Additional paid-in capital                            47,376           1,015         (1,015)         47,376
     Treasury stock                                       (15,455)              -              -         (15,455)
     Cumulative translation adjustment                       (221)              -              -            (221)
     Retained earnings                                     37,403             445           (445)         37,403
                                                        ---------       ---------      ---------       ---------
         Total stockholders' equity                        69,301          10,604        (10,604)         69,301
                                                        ---------       ---------      ---------       ---------
Total liabilities and stockholders' equity              $ 279,331       $  23,479      $ (10,604)      $ 292,206
                                                        =========       =========      =========       =========
</TABLE>

                                    - 15 -

<PAGE>
<PAGE>

<TABLE>
                                      FALCON PRODUCTS, INC. AND SUBSIDIARIES
                           SCHEDULE I-GUARANTOR AND NON-GUARANTOR FINANCIAL STATEMENTS


                                              FALCON PRODUCTS, INC.
                                 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
                                       FOR THE YEAR ENDED OCTOBER 28, 2000

<CAPTION>
                                                          Total           Total
                                                        Guarantor     Non-Guarantor   Eliminations       Total
                                                        ---------     -------------   ------------       -----
<S>                                                     <C>             <C>            <C>             <C>
Net cash provided by (used in) operating activities     $  19,832       $  (2,490)     $       -       $  17,342

Net cash provided by (used in) investing activities        (7,332)          2,005              -          (5,327)

Cash flows used in financing activities
     Common stock issuance                                    528               -              -             528
     Cash dividends                                        (1,394)              -              -          (1,394)
     Repayment of long-term debt, net                      (9,610)           (488)             -         (10,098)
                                                        ---------       ---------      ---------       ---------
Net cash used in financing activities                     (10,476)           (488)             -         (10,964)
                                                        ---------       ---------      ---------       ---------
Net change in cash and cash equivalents                 $   2,024       $    (973)     $       -       $   1,051
                                                        =========       =========      =========       =========
</TABLE>

<TABLE>
                                              FALCON PRODUCTS, INC.
                                 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
                                       FOR THE YEAR ENDED OCTOBER 30, 1999
<CAPTION>
                                                          Total           Total
                                                        Guarantor     Non-Guarantor   Eliminations       Total
                                                        ---------     -------------   ------------       -----
<S>                                                     <C>             <C>            <C>             <C>
Net cash provided by operating activities               $   4,230       $     726      $       -       $   4,956

Cash flows used in investing activities
     Acquisition, net of cash                            (136,870)           (231)             -        (137,101)
     Capital expenditures, net                             (4,368)         (1,877)             -          (6,245)
                                                        ---------       ---------      ---------       ---------
Net cash used in investing activities                    (141,238)         (2,108)             -        (143,346)

Cash flows used in financing activities
     Common stock issuance                                    700               -              -             700
     Treasury stock purchases                              (3,017)              -              -          (3,017)
     Cash dividends                                          (710)              -              -            (710)
     Additions to long-term debt, net                     143,850           1,841              -         145,691
     Debt issuance costs                                   (6,582)              -              -          (6,582)
                                                        ---------       ---------      ---------       ---------
Net cash provided by financing activities                 134,241           1,841              -         136,082
                                                        ---------       ---------      ---------       ---------
Net change in cash and cash equivalents                 $  (2,767)      $     459      $       -       $  (2,308)
                                                        =========       =========      =========       =========
</TABLE>

<TABLE>
                                              FALCON PRODUCTS, INC.
                                 CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
                                       FOR THE YEAR ENDED OCTOBER 31, 1998
<CAPTION>
                                                          Total           Total
                                                        Guarantor     Non-Guarantor   Eliminations       Total
                                                        ---------     -------------   ------------       -----
<S>                                                     <C>             <C>            <C>             <C>
Net cash provided by (used in) operating activities     $    (785)      $   1,079      $       -       $     294

Cash flows used in investing activities
     Acquisition, net of cash                             (16,457)            495              -         (15,962)
     Capital expenditures, net                               (845)           (579)             -          (1,424)
                                                        ---------       ---------      ---------       ---------
Net cash used in investing activities                     (17,302)            (84)             -         (17,386)

Cash flows used in financing activities
     Common stock issuance                                    137               -              -             137
     Treasury stock purchases                              (7,473)              -              -          (7,473)
     Cash dividends                                        (1,457)              -              -          (1,457)
     Additions to long-term debt, net                      14,777               -              -          14,777
                                                        ---------       ---------      ---------       ---------

Net cash provided by financing activities                   5,984               -              -           5,984
                                                        ---------       ---------      ---------       ---------
Net change in cash and cash equivalents                 $ (12,103)      $     995      $       -       $ (11,108)
                                                        =========       =========      =========       =========
</TABLE>



                                    - 16 -

<PAGE>
<PAGE>
<TABLE>
                            SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

<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 28, 2000            $ 1,352         $   485         $    --         $   581 (A)     $ 1,256
                                       =======         =======         =======         =======         =======

Year ended October 30, 1999            $   672         $   324         $   918         $   562 (A)     $ 1,352
                                       =======         =======         =======         =======         =======

Year ended October 31, 1998            $   337         $   824         $   317         $   806 (A)     $   672
                                       =======         =======         =======         =======         =======

<FN>
------------
(A) 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>
1999 Special and Nonrecurring
  Item Reserve:

Year ended October 28, 2000            $ 1,566         $    --         $    --         $ 1,566         $    --
                                       =======         =======         =======         =======         =======

Year ended October 30, 1999            $    --         $14,000         $    --         $12,434         $ 1,566
                                       =======         =======         =======         =======         =======

Year ended October 31, 1998            $    --         $    --         $    --         $    --         $    --
                                       =======         =======         =======         =======         =======
<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 28, 2000            $    --         $    --         $    --         $    --         $    --
                                       =======         =======         =======         =======         =======

Year ended October 30, 1999            $   410         $    --         $    --         $   410         $    --
                                       =======         =======         =======         =======         =======

Year ended October 31, 1998            $    --         $ 4,650         $    --         $ 4,240         $   410
                                       =======         =======         =======         =======         =======
<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 Plant Consolidation
  Reserve:

Year ended October 28, 2000            $    --         $    --         $    --         $    --         $    --
                                       =======         =======         =======         =======         =======

Year ended October 30, 1999            $    --         $    --         $    --         $    --         $    --
                                       =======         =======         =======         =======         =======

Year ended October 31, 1998            $ 2,091         $  (440)(B)     $    --         $ 1,651         $    --
                                       =======         =======         =======         =======         =======
<FN>
------------
(B) Adjustment of estimate
</TABLE>



                                     - 17 -

<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 18, 2001                    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 or 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 18, 2001                     /s/ Franklin A. Jacobs
                                           ------------------------------------
                                               Franklin A. Jacobs,
                                               Chairman of the Board,
                                               Chief Executive Officer
                                               And Director
                                               (Principal Executive Officer)

Date: January 18, 2001                     /s/ Michael J. Dreller
                                           ------------------------------------
                                               Michael J. Dreller,
                                               Vice President, Chief Financial
                                               Officer, Secretary and Treasurer
                                               (Principal Financial and
                                               Accounting Officer)

Date: January 18, 2001                     /s/ Raynor E. Baldwin
                                           ------------------------------------
                                               Raynor E. Baldwin, Director

Date: January 18, 2001                     /s/ Melvin F. Brown
                                           ------------------------------------
                                               Melvin F. Brown, Director

Date: January 18, 2001                     /s/ Donald P. Gallop
                                           ------------------------------------
                                               Donald P. Gallop, Director

Date: January 18, 2001                     /s/ James L. Hoagland
                                           ------------------------------------
                                               James L. Hoagland, Director

Date: January 18, 2001                     /s/ S. Lee Kling
                                           ------------------------------------
                                               S. Lee Kling, Director

Date: January 18, 2001                     /s/ Lee M. Liberman
                                           ------------------------------------
                                               Lee M. Liberman, Director

Date: January 18, 2001                     /s/ David L. Morley
                                           ------------------------------------
                                               David L. Morley, Director

Date: January 18, 2001                     /s/ James Schneider
                                           ------------------------------------
                                               James Schneider, Director


                                    - 18 -

<PAGE>
<PAGE>
                                 EXHIBIT INDEX


EXHIBIT
NUMBER                                   DESCRIPTION
------        -----------------------------------------------------------------
2.1           Agreement and Plan of Merger dated as of May 5, 1999 among the
              Registrant, SY Acquisition, Inc. ("Purchaser") and Shelby
              Williams Industries, Inc. (the "Merger Agreement") filed as
              Exhibit (c)(1) to the Schedule 14D-1/Schedule 13D filed May 12,
              1999, by Purchaser and Registrant (the "Schedule") and
              incorporated herein by this reference.

2.2           Supplement to the Merger Agreement dated May 5, 1999 filed as
              Exhibit (c)(2) of the Schedule, and incorporated herein by this
              reference.

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.

4.2           Indenture, dated as of June 17, 1999, by and among the Company,
              the Bank of New York and the guarantors named therein,
              incorporated herein by reference to Exhibit 4.2 of the Company's
              Registration Statement on Form S-4 (File No. 333-83207).

4.3           Supplemental Indenture, dated as of June 18, 1999, by and among
              Shelby Williams Industries, Inc., Sellers & Josephson, Inc.,
              Madison Furniture Industries, Inc., the Company, the guarantors
              named therein and the Bank of New York, incorporated herein by
              reference to Exhibit 4.3 of the Company's Registration Statement
              on Form S-4 (File No. 333-83207).

4.4           Form of 11-3/8% Senior Subordinated Note due 2009, Series B,
              incorporated herein by reference to Exhibit 4.4 of the Company's
              Registration Statement on Form S-4 (File No. 333-83207).

4.5           A/B Exchange Registration Rights Agreement, dated as of June 17,
              1999, by and among the Company, the guarantors named therein, and
              Donaldson, Lufkin & Jenrette Securities Corporation, incorporated
              herein by reference to Exhibit 4.5 of the Company's Registration
              Statement on Form S-4 (File No. 333-83207).

10.1          Credit Agreement, dated as of June 17, 1999, of the Company,
              incorporated herein by reference to Exhibit 10.18 of the
              Company's Registration Statement on Form S-4 (File No.
              333-83207).

10.2          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.

10.3          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").

10.4(a)       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").

10.5(a)       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.

10.6(a)       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.

10.7(a)       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.

                                    - 19 -

<PAGE>
<PAGE>

10.8(a)       Falcon Products, Inc. Amended and Restated Stock Purchase Plan,
              incorporated herein by reference to Exhibit 10.15 to 1991 10-K.

10.9(a)       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.

10.10(a)      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
              Company's Annual Report on Form 10-K for the year ended October
              31, 1992.

10.11(a)      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").

10.12(a)      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 Company's Annual Report on Form 10-K for the
              year ended October 29, 1994.

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

10.14(a)      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").

10.15(a)      Falcon Products, Inc. Non-Employee Directors' Deferred
              Compensation Plan, incorporated herein by reference to Exhibit
              10.28 to the 1997 10-K.

10.16         Amendment No. 3 to the Falcon Products, Inc. Amended and Restated
              1991 Stock Option Plan, filed herewith.

10.17         Employment Agreement dated December 6, 2000, by and between
              Falcon Products, Inc. and David T. Morley, filed herewith.

13            Selected Portions of the Annual Report to Stockholders for the
              year ended October 28, 2000, 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).

[FN]
------------

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


                                    - 20 -