FORM 10-QSECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549

(Mark one)

|(X) |  | QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT           OF 1934
For the quarterly period ended September 30, 2004 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 I-91
| |  | ---------------------------

| |  | Furniture Brands International, Inc.                   | 
| |  | ------------------------------------------------------ | 
| |  | (Exact name of registrant as specified in its charter) | 

|Delaware                                           |  | 43-0337683          | 
|-------------------------------------------------- |  | ------------------- | 
|(State or other jurisdiction of                    |  | (I.R.S. Employer    | 
|incorporation or organization)                     |  | Identification No.) | 
|                                                   |  |                     | 
|101 South Hanley Road, St. Louis, Missouri         |  | 63105               | 
|(Address of principal executive offices)           |  | (Zip Code)          | 
|                                                   |  |                     | 
|Registrant's telephone number, including area code |  | (314) 863-1100      | 

_____________________________________________________________________________
            Former name, former address and former fiscal year, if changed since last report

| |  | 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.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | YesX | No | 
| | ---- | -- | 

| |  | Indicate by
check mark whether the registrant is an accelerated filer (as defined in Rule 12 b-2 of
the Exchange Act).
| |  | ----------------------------------------------------------------------------------------------------------------------

| | YesX | No | 
| | ---- | -- | 

APPLICABLE ONLY TO
CORPORATE ISSUERS

| |  | Indicate the
number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
| |  | -----------------------------------------------------------------------------------------------------------------------------

53,081,186 shares as
of October 31, 2004

---

PART I FINANCIAL
INFORMATION

Item 1.    
Financial Statements

Consolidated Financial
Statements for the quarter ended September 30, 2004.

| | Consolidated Balance
Sheets
| | ---------------------------

| | Consolidated Statements
of Operations:
| | --------------------------------------

| | Three Months
Ended September 30, 2004        Three Months Ended September 30, 2003
| | ----------------------------------------------------------------------------------

| | Nine Months
Ended September 30, 2004        Nine Months Ended September 30, 2003
| | --------------------------------------------------------------------------------

| | Consolidated Statements
of Cash Flows:
| | --------------------------------------

| | Nine Months
Ended September 30, 2004        Nine Months Ended September 30, 2003
| | --------------------------------------------------------------------------------

| | Notes to
Consolidated Financial Statements
| | ------------------------------------------

The financial statements are
unaudited, but include all adjustments (consisting of normal recurring adjustments) which
the management of the Company considers necessary for a fair presentation of the results
of the period. The results for the three months and nine months ended September 30, 2004
are not necessarily indicative of the results to be expected for the full year.

---

FURNITURE BRANDS
INTERNATIONAL, INC.CONSOLIDATED BALANCE
SHEETS(Dollars in thousands)(Unaudited)

|                                                |  |  |   | September 30, |   |   | December 31, |   |  |  | 
|----------------------------------------------- |  |  | - | ------------- | - | - | ------------ | - |  |  | 
|                                                |  |  |   | 2004          |   |   | 2003         |  
|ASSETS                                          |  |  |   |               |   |   |              |  
|                                                |  |  |   |               |   |   |              |  
|Current assets:                                 |  |  |   |               |   |   |              |  
|Cash and cash equivalents                       |  |  | $ | 60,436        |   | $ | 71,668       |  
|Receivables, less allowances of $21,313         |  |  |   |               |   |   |              |  
|($19,378 at December 31, 2003)                  |  |  |   | 368,319       |   |   | 366,448      |  
|Inventories...(Note 1)                          |  |  |   | 459,014       |   |   | 414,684      |   |  |  | 
|Deferred income taxes                           |  |  |   | 25,557        |   |   | 25,563       |  
|Prepaid expenses and other current assets       |  |  |   | 9,943         |   |   | 7,689        |  
|Total current ssets                             |  |  |   | 923,269       |   |   | 886,052      |  
|                                                |  |  |   |               |   |   |              |  
|Property, plant and equipment                   |  |  |   | 681,519       |   |   | 673,931      |  
|Less accumulated depreciation                   |  |  |   | 391,689       |   |   | 363,368      |  
|Net property, plant and equipment               |  |  |   | 289,830       |   |   | 310,563      |  
|                                                |  |  |   |               |   |   |              |  
|Goodwill                                        |  |  |   | 183,789       |   |   | 183,789      |  
|Other intangible assets                         |  |  |   | 169,671       |   |   | 169,671      |  
|Other assets                                    |  |  |   | 34,081        |   |   | 28,184       |  
|                                                |  |  | $ | 1,600,640     |   | $ | 1,578,259    |  
|                                                |  |  |   |               |   |   |              |  
|LIABILITIES AND SHAREHOLDERS EQUITY            |  |  |   |               |   |   |              |  
|                                                |  |  |   |               |   |   |              |  
|Current liabilities:                            |  |  |   |               |   |   |              |  
|Accrued interest expense                        |  |  | $ | 720           |   | $ | 1,992        |  
|Accounts payable and other accrued expenses     |  |  |   | 218,538       |   |   | 180,827      |  
|Total current liabilities                       |  |  |   | 219,258       |   |   | 182,819      |  
|                                                |  |  |   |               |   |   |              |  
|Long-term debt                                  |  |  |   | 302,400       |   |   | 303,200      |  
|Deferred income taxes                           |  |  |   | 76,459        |   |   | 69,796       |  
|Other long-term liabilities                     |  |  |   | 44,765        |   |   | 55,542       |  
|                                                |  |  |   |               |   |   |              |  
|Shareholders equity:                           |  |  |   |               |   |   |              |  
|Preferred stock, authorized 10,000,000          |  |  |   |               |   |   |              |  
|shares, no par value - issued, none             |  |  |   | --            |   |   | --           |  
|Common stock, authorized 200,000,000 shares,    |  |  |   |               |   |   |              |  
|$1.00 stated value - issued 56,482,541          |  |  |   |               |   |   |              |  
|shares at September 30, 2004 and 56,277,066     |  |  |   |               |   |   |              |  
|shares at December 31, 2003                     |  |  |   | 56,483        |   |   | 56,277       |  
|Paid-in capital                                 |  |  |   | 228,029       |   |   | 221,388      |  
|Retained earnings                               |  |  |   | 775,485       |   |   | 726,932      |  
|Accumulated other comprehensive income (Note 3) |  |  |   | (26,420       | ) |   | (31,446      | )
|Treasury stock at cost (2,901,355 shares at     |  |  |   |               |   |   |              |  
|September 30, 2004 and 330,409 shares at        |  |  |   |               |   |   |              |  
|December 31, 2003)                              |  |  |   | (75,819       | ) |   | (6,249       | )
|Total shareholders equity                      |  |  |   | 957,758       |   |   | 966,902      |  
|                                                |  |  | $ | 1,600,640     |   | $ | 1,578,259    |   |  |  | 

See accompanying notes to
consolidated financial statements.

---

FURNITURE BRANDS
INTERNATIONAL, INC.CONSOLIDATED STATEMENTS OF OPERATIONS(Dollars in
thousands except per share data)(Unaudited)

|                                             |  |  |   | Three Months  |  |   | Three Months  | 
|-------------------------------------------- |  |  | - | ------------- |  | - | ------------- | 
|                                             |  |  |   | Ended         |  |   | Ended         | 
|                                             |  |  |   | September 30, |  |   | September 30, | 
|                                             |  |  |   | 2004          |  |   | 2003          | 
|                                             |  |  |   |               |  |   |               | 
|Net sales                                    |  |  | $ | 557,790       |  | $ | 557,420       | 
|                                             |  |  |   |               |  |   |               | 
|Costs and expenses:                          |  |  |   |               |  |   |               | 
|Cost of operations                           |  |  |   | 403,020       |  |   | 407,746       | 
|                                             |  |  |   |               |  |   |               | 
|Selling, general and administrative expenses |  |  |   | 110,130       |  |   | 102,581       | 
|                                             |  |  |   |               |  |   |               | 
|Depreciation and amortization                |  |  |   | 11,707        |  |   | 12,477        | 
|                                             |  |  |   |               |  |   |               | 
|Earnings from operations                     |  |  |   | 32,933        |  |   | 34,616        | 
|                                             |  |  |   |               |  |   |               | 
|Interest expense                             |  |  |   | 3,472         |  |   | 4,707         | 
|                                             |  |  |   |               |  |   |               | 
|Other income, net                            |  |  |   | 616           |  |   | 474           | 
|                                             |  |  |   |               |  |   |               | 
|Earnings before income tax expense           |  |  |   | 30,077        |  |   | 30,383        | 
|                                             |  |  |   |               |  |   |               | 
|Income tax expense                           |  |  |   | 10,654        |  |   | 11,038        | 
|                                             |  |  |   |               |  |   |               | 
|Net earnings                                 |  |  | $ | 19,423        |  | $ | 19,345        | 
|                                             |  |  |   |               |  |   |               | 
|Net earnings per common share:               |  |  |   |               |  |   |               | 
|                                             |  |  |   |               |  |   |               | 
|Basic                                        |  |  | $ | 0.36          |  | $ | 0.35          | 
|                                             |  |  |   |               |  |   |               | 
|Diluted                                      |  |  | $ | 0.36          |  | $ | 0.34          | 
|                                             |  |  |   |               |  |   |               | 
|Weighted average common shares outstanding   |  |  |   |               |  |   |               | 
|(Note 2):                                    |  |  |   |               |  |   |               | 
|                                             |  |  |   |               |  |   |               | 
|Basic                                        |  |  |   | 53,977,708    |  |   | 55,767,852    | 
|                                             |  |  |   |               |  |   |               | 
|Diluted                                      |  |  |   | 54,339,020    |  |   | 56,424,947    | 

See accompanying notes to
consolidated financial statements.

---

FURNITURE BRANDS
INTERNATIONAL, INC.CONSOLIDATED STATEMENTS OF OPERATIONS(Dollars in
thousands except per share data)(Unaudited)

|                                             |  |  |   |               |  |   |               | 
|-------------------------------------------- |  |  | - | ------------- |  | - | ------------- | 
|                                             |  |  |   | Nine Months   |  |   | Nine Months   | 
|                                             |  |  |   | Ended         |  |   | Ended         | 
|                                             |  |  |   | September 30, |  |   | September 30, | 
|                                             |  |  |   | 2004          |  |   | 2003          | 
|                                             |  |  |   |               |  |   |               | 
|Net sales                                    |  |  | $ | 1,792,003     |  | $ | 1,750,876     | 
|                                             |  |  |   |               |  |   |               | 
|Costs and expenses:                          |  |  |   |               |  |   |               | 
|Cost of operations                           |  |  |   | 1,287,633     |  |   | 1,264,802     | 
|                                             |  |  |   |               |  |   |               | 
|Selling, general and administrative expenses |  |  |   | 349,018       |  |   | 322,183       | 
|                                             |  |  |   |               |  |   |               | 
|Depreciation and amortization                |  |  |   | 36,930        |  |   | 37,995        | 
|                                             |  |  |   |               |  |   |               | 
|Earnings from operations                     |  |  |   | 118,422       |  |   | 125,896       | 
|                                             |  |  |   |               |  |   |               | 
|Interest expense                             |  |  |   | 12,332        |  |   | 14,632        | 
|                                             |  |  |   |               |  |   |               | 
|Other income, net                            |  |  |   | 1,790         |  |   | 2,202         | 
|                                             |  |  |   |               |  |   |               | 
|Earnings before income tax expense           |  |  |   | 107,880       |  |   | 113,466       | 
|                                             |  |  |   |               |  |   |               | 
|Income tax expense                           |  |  |   | 38,646        |  |   | 41,505        | 
|                                             |  |  |   |               |  |   |               | 
|Net earnings                                 |  |  | $ | 69,234        |  | $ | 71,961        | 
|                                             |  |  |   |               |  |   |               | 
|Net earnings per common share:               |  |  |   |               |  |   |               | 
|                                             |  |  |   |               |  |   |               | 
|Basic                                        |  |  | $ | 1.26          |  | $ | 1.29          | 
|                                             |  |  |   |               |  |   |               | 
|Diluted                                      |  |  | $ | 1.24          |  | $ | 1.28          | 
|                                             |  |  |   |               |  |   |               | 
|Weighted average common shares outstanding   |  |  |   |               |  |   |               | 
|(Note 2):                                    |  |  |   |               |  |   |               | 
|                                             |  |  |   |               |  |   |               | 
|Basic                                        |  |  |   | 55,156,403    |  |   | 55,706,842    | 
|                                             |  |  |   |               |  |   |               | 
|Diluted                                      |  |  |   | 55,783,652    |  |   | 56,197,139    | 

See accompanying notes to
consolidated financial statements.

---

FURNITURE BRANDS
INTERNATIONAL, INC.CONSOLIDATED STATEMENTS
OF CASH FLOWS(Dollars in thousands)(Unaudited)

|                                                     |  |  |   | Nine Months   |   |   | Nine Months   |   |  |  | 
|---------------------------------------------------- |  |  | - | ------------- | - | - | ------------- | - |  |  | 
|                                                     |  |  |   | Ended         |   |   | Ended         |   |  |  | 
|                                                     |  |  |   | September 30, |   |   | September 30, |   |  |  | 
|                                                     |  |  |   | 2004          |   |   | 2003          |  
|                                                     |  |  |   |               |   |   |               |  
|                                                     |  |  |   |               |   |   |               |  
|Cash flows from operating activities:                |  |  |   |               |   |   |               |  
|Net earnings                                         |  |  | $ | 69,234        |   | $ | 71,961        |  
|Adjustments to reconcile net earnings to net cash    |  |  |   |               |   |   |               |  
|provided by operating activities:                    |  |  |   |               |   |   |               |  
|Depreciation and amortization                        |  |  |   | 36,930        |   |   | 37,995        |  
|Other, net                                           |  |  |   | 801           |   |   | 597           |  
|Increase in receivables                              |  |  |   | (1,871        | ) |   | (6,585        | )
|(Increase) decrease in inventories                   |  |  |   | (44,330       | ) |   | 2,079         |  
|(Increase) decrease in prepaid expenses              |  |  |   |               |   |   |               |  
|and other assets                                     |  |  |   | (8,211        | ) |   | 1,754         |  
|Increase in accounts payable, accrued interest       |  | 
|expense and other accrued expenses                   |  |  |   | 38,447        |   |   | 1,117         |  
|Increase in net deferred tax liabilities             |  |  |   | 3,778         |   |   | 5,015         |  
|Decrease in other long-term liabilities              |  |  |   | (5,542        | ) |   | (1,664        | )
|Net cash provided by operating activities            |  |  |   | 89,236        |   |   | 112,269       |  
|                                                     |  |  |   |               |   |   |               |  
|Cash flows from investing activities:                |  |  |   |               |   |   |               |  
|Proceeds from the disposal of assets                 |  |  |   | 6,514         |   |   | 995           |  
|Additions to property, plant and equipment           |  |  |   | (20,456       | ) |   | (31,535       | )
|Net cash used by investing activities                |  |  |   | (13,942       | ) |   | (30,540       | )
|                                                     |  |  |   |               |   |   |               |  
|Cash flows from financing activities:                |  |  |   |               |   |   |               |  
|Payments of long-term debt                           |  |  |   | (800          | ) |   | (71,600       | )
|Proceeds from the issuance of common stock           |  |  |   | 4,230         |   |   | --            |  
|Payments of cash dividends                           |  |  |   | (20,681       | ) |   | --            |  
|Proceeds from the issuance of treasury stock         |  |  |   | 7,478         |   |   | 1,939         |  
|Payments for the purchase of treasury stock          |  |  |   | (76,753       | ) |   | --            |  
|Net cash used by financing activities                |  |  |   | (86,526       | ) |   | (69,661       | )
|                                                     |  |  |   |               |   |   |               |  
|Net increase (decrease) in cash and cash equivalents |  |  |   | (11,232       | ) |   | 12,068        |  
|Cash and cash equivalents at beginning of period     |  |  |   | 71,668        |   |   | 15,074        |  
|Cash and cash equivalents at end of period           |  |  | $ | 60,436        |   | $ | 27,142        |  
|                                                     |  |  |   |               |   |   |               |  
|Supplemental Disclosure:                             |  |  |   |               |   |   |               |  
|Cash payments for income taxes, net                  |  |  | $ | 26,007        |   | $ | 40,095        |  
|                                                     |  |  |   |               |   |   |               |  
|Cash payments for interest expense                   |  |  | $ | 13,177        |   | $ | 14,714        |   |  |  | 

See accompanying notes to
consolidated financial statements.

---

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS(Dollars in thousands except per share data)(Unaudited)

|(1) |  | Inventories
are summarized as follows:
|--- |  | --------------------------------------

| |  |  |                   |  |  |   | September 30, |  |   | December 31, | 
| |  |  | ----------------- |  |  | - | ------------- |  | - | ------------ | 
| |  |  |                   |  |  |   | 2004          |  |   | 2003         | 
| |  |  |                   |  |  |   |               |  |   |              | 
| |  |  | Finished products |  |  | $ | 277,649       |  | $ | 252,582      | 
| |  |  | Work-in-process   |  |  |   | 51,679        |  |   | 52,513       | 
| |  |  | Raw materials     |  |  |   | 129,686       |  |   | 109,589      | 
| |  |  |                   |  |  | $ | 459,014       |  | $ | 414,684      | 

|(2) |  | Weighted
average shares used in the computation of basic and diluted net earnings per common share
are as follows:
|--- |  | ------------------------------------------------------------------------------------------------------------------

| |  | Three Months Ended | Nine Months Ended             
| |  | ------------------ | ------------------------------
| |  |                    |                               
| |  |                    |                               
| |  |                    | Weighted average shares used  
| |  |                    | for basic net earnings per    
| |  |                    | common share                  
| |  |                    | Effect of dilutive securities:
| |  |                    | Stock options                 
| |  |                    | Weighted average shares used  
| |  |                    | for diluted net earnings      
| |  |                    | per common share              

|(3) |  | Other
comprehensive income is as follows:
|--- |  | -----------------------------------------

| |  | Three Months Ended | Nine Months Ended           
| |  | ------------------ | ----------------------------
|
| |  |                    |                             
| |  |                    | Net earnings                
| |  |                    | Other comprehensive income, 
| |  |                    | net of tax:                 
| |  |                    | Financial instruments       
| |  |                    | accounted for as hedges     
| |  |                    | Foreign currency translation
| |  |                    | Other comprehensive income  
| |  |                    |                             

| |  | The components
of accumulated other comprehensive income, each presented net of tax benefit, are
as follows:
| |  | ------------------------------------------------------------------------------------------------------------

| |  |  |                              |  |  |   | September 30, |   |   | December 31, |  
| |  |  | ---------------------------- |  |  | - | ------------- | - | - | ------------ | -
| |  |  |                              |  |  |   | 2004          |   |   | 2003         |  
| |  |  |                              |  |  |   |               |   |   |              |  
| |  |  | Market value of financial    |  |  |   |               |   |   |              |  
| |  |  | instruments accounted        |  |  |   |               |   |   |              |  
| |  |  | for as hedges                |  |  | $ | 2,732         |   | $ | (2,638       | )
| |  |  | Minimum pension liability    |  |  |   | (28,170       | ) |   | (28,170      | )
| |  |  | Foreign currency translation |  |  |   | (982          | ) |   | (638         | )
| |  |  |                              |  |  | $ | (26,420       | ) | $ | (31,446      | )

---

|(4) |  | The
Company  accounts for  stock-based  employee  compensation  using the  intrinsic  value
method as prescribed by Accounting Principles  Board  Opinion  No. 25.  Had
compensation  cost for the  Company's  stock-based  compensation  plan been  determined
consistent with SFAS No. 123, net earnings and net earnings per common share
would have been as follows:
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Three Months Ended | Nine Months Ended           
| |  | ------------------ | ----------------------------
|
| |  |                    |                             
| |  |                    |                             
| |  |                    | Net earnings - as reported  
| |  |                    |                             
| |  |                    | Deduct: Stock-based employee
| |  |                    | compensation expense        
| |  |                    | determined under fair value 
| |  |                    | based method, net of        
| |  |                    | tax benefit                 
| |  |                    |                             
| |  |                    | Net earnings - pro forma    
| |  |                    |                             
| |  |                    | Earnings per share-basic:   
| |  |                    | As reported                 
| |  |                    | Pro forma                   
| |  |                    |                             
| |  |                    | Earnings per share-diluted: 
| |  |                    | As reported                 
| |  |                    | Pro forma                   

|(5) |  | The
components of net periodic pension cost for Company-sponsored defined benefit plans are
as follows:
|--- |  | -------------------------------------------------------------------------------------------------------

| |  |  |                                |  |  |   | Nine Months   |   |   | Nine Months   |  
| |  |  | ------------------------------ |  |  | - | ------------- | - | - | ------------- | -
| |  |  |                                |  |  |   | Ended         |   |   | Ended         |  
| |  |  |                                |  |  |   | September 30, |   |   | September 30, |  
| |  |  |                                |  |  |   | 2004          |   |   | 2003          |  
| |  |  | Service cost                   |  |  | $ | 10,087        |   | $ | 8,641         |  
| |  |  | Interest cost                  |  |  |   | 18,458        |   |   | 17,846        |  
| |  |  | Expected return on plan assets |  |  |   | (21,260       | ) |   | (21,544       | )
| |  |  | Net amortization and deferral  |  |  |   | 2,759         |   |   | 1,986         |  
| |  |  |                                |  |  | $ | 10,044        |   | $ | 6,929         |  

| |  | In the
first quarter of 2004, the Company made a cash contribution of $15,000 to the defined
benefit plans trust fund. No additional contributions to the trust fund are
anticipated for 2004.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | The
Company has provided guarantees related to store leases for certain
               independent dealers opening Company-branded stores (e.g., Thomasville Home
               Furnishings Stores). The guarantees range from one to fifteen years and
               generally require the Company to make lease payments in the event of
default by                the dealer. In the event of default, the Company has the right
to assign or                assume the lease. The total future lease payments guaranteed
at September 30,                2004 were $95,899. The Company believes the risk of
significant loss from these                lease guarantees is remote.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Item 2.     Managements Discussion and Analysis of Results of Operations and Financial Condition

RESULTS OF OPERATIONS

Furniture Brands International, Inc.
(referred to herein as the Company) is one of the largest home (residential)
furniture manufacturers in the United States. The Company has four primary operating
subsidiaries: Broyhill Furniture Industries, Inc.; Lane Furniture Industries, Inc.;
Thomasville Furniture Industries, Inc., and HDM Furniture Industries, Inc. (which
includes the operations of Henredon, Drexel Heritage and Maitland-Smith).

Comparison of Three Months and Nine Months Ended September 30, 2004 and 2003

Selected financial information for
the three months and nine months ended September 30, 2004 and September 30, 2003 is
presented below:

(Dollars in millions except per share data)

|                                      | Three Months Ended
|------------------------------------- | ------------------
|
|                                      |                   
|                                      |                   
|Net sales                             |                   
|Earnings from operations              |                   
|Interest expense                      |                   
|Income tax expense                    |                   
|Net earnings                          |                   
|Net earnings per common share-diluted |                   
|                                      |                   
|Gross profit (1)                      |                   

|                                      | Nine Months Ended
|------------------------------------- | -----------------
|
|                                      |                  
|                                      |                  
|Net sales                             |                  
|Earnings from operations              |                  
|Interest expense                      |                  
|Income tax expense                    |                  
|Net earnings                          |                  
|Net earnings per common share-diluted |                  
|                                      |                  
|Gross profit (1)                      |                  

|(1) |  | The
Company believes that gross profit provides useful information regarding a company's
financial  performance.  Gross profit        has been calculated by subtracting  cost of
operations and the portion of  depreciation  associated with cost of goods sold from
       net sales.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Three Months Ended | Nine Months Ended            
| |  | ------------------ | -----------------------------
|
| |  |                    |                              
| |  |                    | Net sales                    
| |  |                    | Cost of operations           
| |  |                    | Depreciation (associated with
| |  |                    | cost of goods sold)          
| |  |                    | Gross profit                 

---

Net sales for the three months ended
 September 30, 2004 were $557.8  million,  compared to $557.4 million in the three months
ended    September 30, 2003, an increase of $0.4 million or 0.1%.  For the nine months
ended  September 30, 2004, net sales  increased  $41.1    million or 2.3%, to $1,792.0
 million from $1,750.9  million for the nine months ended  September 30, 2003. The
Company saw positive    order trends at its upper-end companies (Thomasville,  Henredon,
 Drexel Heritage and Maitland-Smith) through the first half of this    year,  offset
 largely by  negative  trends at its  middle-price  companies  (Broyhill  and Lane).
 During  the third  quarter,  and    particularly in September,  the strength at the
upper-end companies moderated somewhat. As a result, sales for the first nine months
   of the year were only modestly  above those of the  comparable  period last year. The
Company  expects these  inconsistent  business    patterns to continue  until
 distractions  and  uncertainties  associated  with the upcoming  elections,  the high
price of oil, the    hostilities in the Middle East, and fluctuations in the stock market
are resolved.

Earnings from  operations for the
three months ended September 30, 2004 and September 30, 2003 were $32.9 million and $34.6
million,    respectively.  As a percentage of net sales,  earnings from  operations for
the three months ended  September 30, 2004 and September    30, 2003 were 5.9% and 6.2%,
 respectively.  For the nine months ended  September  30, 2004 and  September  30, 2003,
 earnings from    operations  were $118.4 million and $125.9 million,  respectively.
 Earnings from operations for the nine months ended September 30,    2004 and  September
 30, 2003 were 6.6% and 7.2% of net sales,  respectively.  Earnings  from  operations  in
the three months ended    September 30, 2004 included  restructuring  and asset
impairment  charges of $1.6 million  attributable to the closing of a Henredon    case
goods plant  announced in September  2004.  The  comparable  period in 2003  included
 restructuring  charges of $2.2  million.    Earnings from operations in the nine months
ended September 30, 2004 were negatively  impacted by $6.9 million in restructuring  and
   asset  impairment  charges  attributable  to the Drexel  Heritage  plant  closings
 announced in January 2004 and the closing of the    Henredon  case goods plant as well
as a charge of $8.3  million to reflect the loss of  collectibility  of the  receivable
 due from    Breuners Home Furnishings  Corporation,  which filed for bankruptcy
 protection in July of this year.  Restructuring charges of $4.9    million were also
included in earnings from operations for the nine months ended September 30, 2003.

Interest  expense  totaled  $3.4
 million  and $12.3  million  for the three  months  and nine  months  ended  September
 30,  2004,    respectively,  compared to $4.7 million and $14.6 million for the prior
year comparable  periods.  The decrease in interest  expense    for the three months and
nine months ended  September  30, 2004 resulted from both lower  long-term  debt levels
and lower  interest    rates. The reduction in both periods'  interest expense was
partially offset by the amortization of deferred  financing fees related    to the
Company's refinancing of its revolving credit facility in December 2003.

The  effective  income tax rates
were  35.4% and 36.3% for the three  months  ended  September  30,  2004 and  September
 30,  2003,    respectively,  and 35.8% and 36.6% for the nine months ended September 30,
2004 and September 30, 2003, respectively.  The effective    income tax rates for the
three months and nine months ended  September  30, 2004 were  favorably  impacted by
lower  provisions  for    state and local income taxes compared to the prior year periods
as well as by certain  federal  income tax credits  available to the    Company.

---

Net  earnings  per  common  share
for basic and  diluted  were  $0.36 and $0.36  for the three  months  ended  September
 30,  2004,    respectively,  compared with $0.35 and $0.34 for the same period last
year,  respectively.  For the nine months ended  September 30,    2004 and September 30,
2003, net earnings per common share for basic and diluted were $1.26 and $1.24,
 respectively,  and $1.29 and    $1.28,  respectively.  Average common and common
 equivalent  shares  outstanding used in the calculation of net earnings per common
   share on a basic and diluted basis were 53,978,000 and 54,339,000,  respectively, for
the three months ended September 30, 2004, and    55,768,000 and  56,425,000,
 respectively,  for the three months ended  September 30, 2003. For the nine months ended
 September 30,    2004 and September 30, 2003,  average common and common  equivalent
 shares  outstanding used in the calculation of net earnings per    common  share  on a
basic  and  diluted  basis  were  55,156,000  and  55,784,000,  respectively,  and
 55,707,000  and  56,197,000,    respectively.  The lower average common and common
 equivalent  shares  outstanding in 2004 versus 2003 results primarily from share
   repurchases made by the Company during the three and nine months ended September 30,
2004.

FINANCIAL CONDITION

Working Capital

Cash and cash equivalents at
September 30, 2004 amounted to $60.4 million,  compared with $71.7 million at December
31, 2003. During    the nine months ended  September  30, 2004,  net cash  provided by
operating  activities  totaled  $89.2  million,  net cash used by    investing activities
totaled $14.0 million and net cash used by financing activities totaled $86.5 million.

Working  capital was $704.0 million
at September 30, 2004,  compared with $703.2 million at December 31, 2003. The current
ratio was    4.2-to-1 at September 30, 2004 compared to 4.8-to-1 at December 31, 2003.

Financing Arrangements

As of September 30, 2004, long-term debt consisted of the following in millions:

| |  |  | Revolving credit facility (unsecured) |  |  | $ | 300.0 |  |  |  | 
| |  |  | ------------------------------------- |  |  | - | ----- |  |  |  | 
| |  |  | Other                                 |  |  |   | 2.4   |  |  |  | 
| |  |  |                                       |  |  | $ | 302.4 |  |  |  | 

To meet short-term capital and other
financial  requirements,  the Company maintains a $550.0 million revolving credit
facility with    a group of financial  institutions.  The revolving credit facility
allows for the issuance of letters of credit and cash borrowings.    Letter of credit
 outstandings  are limited to no more than $150.0  million,  with cash  borrowings
 limited only by the  facility's    maximum  availability  less letters of credit
 outstanding.  On September 30, 2004, there were $300.0 million in cash borrowings and
   $21.2 million in letters of credit outstanding.

The  facility  requires the Company
to meet  certain  financial  covenants  including a minimum  consolidated  net worth and
maximum    leverage ratio. As of September 30, 2004, the Company was in compliance with
all financial covenants.

---

Cash  borrowings  under the
 revolving  credit  facility  bear  interest  at a base rate or at an adjusted
 Eurodollar  rate plus an    applicable margin which varies,  depending upon the type of
loan the Company executes.  The applicable margin over the base rate and    Eurodollar
rate is subject to adjustment  based upon achieving  certain credit  ratings.  At
September 30, 2004,  loans  outstanding    under the revolving  credit facility
 consisted of $300.0 million based on the adjusted  Eurodollar  rate, which in
conjunction with    the interest rate swaps (used to hedge $300.0 million of the floating
rate debt), have a weighted average interest rate of 3.71%.

The Company  believes that cash
generated from operations,  together with its revolving  credit  facility,  will be
adequate to meet    liquidity requirements for the foreseeable future.

Recently Issued Statements of Financial Accounting Standards

In December 2003, the Financial
 Accounting  Standards Board (FASB) issued  Statement of Financial  Accounting  Standards
(SFAS) No.    132,  Employers'  Disclosure  about  Pension and Other  Postretirement
 Benefits (an  amendment  of SFAS Nos. 87, 88 and 106).  This    statement revises
employers'  disclosures about pension plans and other postretirement benefit plans. The
statement is effective for    financial  statements  with fiscal years ending after
December 15, 2003;  therefore,  the required  disclosures  are included in the    Notes
to Consolidated Financial Statements.

OUTLOOK

The Company has  reduced its sales
 expectations  for the fourth quarter to reflect the current  weakness in incoming
 orders.  The    Company now expects  sales to be down in the 3% - 4% range in the fourth
 quarter  compared to the same period of 2003,  and diluted    net earnings per common
share to be in the $0.36 to $0.40 range,  which  includes  $0.02 per diluted  common
share in  restructuring    costs attributable to the closing of Henredon's Spruce Pine
plant.

FORWARD-LOOKING STATEMENTS

The Company herein has made
forward-looking  statements within the meaning of the "safe harbor" provisions of the
Private Securities    Litigation Reform Act of 1995. These  forward-looking  statements
include the Company's expected sales,  earnings per share,  profit    margins,  and cash
flows, the effects of certain  manufacturing  realignments and other business
 strategies,  the prospects for the    overall business environment and other statements
containing the words "expects," "anticipates,"  "estimates," "believes," and words    of
similar import. The Company cautions investors that any such forward-looking  statements
are not guarantees of future performance    and that certain factors may cause actual
results to differ materially from those in the  forward-looking  statements.  Such
factors    include, but are not limited to: changes in economic conditions;  loss of
market share due to competition;  failure to anticipate or    respond to changes in
consumer taste and fashion trends;  failure to achieve projected sales;  business
failures of large customers;    distribution and manufacturing  realignments and cost
savings programs;  increased reliance on offshore (import) sourcing of various
   products;  fluctuations in the cost,  availability and quality of raw materials;
 product liability  uncertainty;  and impairment of    goodwill and other  intangible
 assets.  Other risk factors may be listed from time to time in the Company's  future
public releases    and SEC reports.  Please refer to the

---

Company's  Annual Report on Form
10-K for a more detailed  explanation  of the Company's  risk    factors.

Item 3.    Quantitative and
Qualitative Disclosures about Market Risk

The Company is exposed to market
risk from changes in interest rates.  The Company's  exposure to interest rate risk
consists of its    floating rate revolving credit facility.  This risk is managed using
interest rate swaps to fix a portion of the Company's  floating    rate long-term debt.
Currently,  interest rate swaps fix the entire outstanding balance on the revolving
credit facility; therefore,    an increase in interest rates would have no impact on the
Company's net earnings.

Item 4.    Controls and
Procedures

|(a) |  | The
Company's chief executive  officer and chief financial officer have concluded that the
Company's  disclosure  controls and          procedures  are effective  based on their
 evaluation of these  controls and procedures as of the end of the period covered by
         this report.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | No
change in the Company's  internal  control over  financial  reporting has occurred
 during the Company's most recent fiscal          quarter that has materially  affected,
 or is reasonably  likely to materially  affect,  the Company's  internal  control over
         financial reporting.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

PART II   OTHER INFORMATION

Item 2.     Changes in Securities,
Use of Proceeds and Issuer Purchases

ISSUER PURCHASES OF EQUITY SECURITIES

|               |  |  |  |           |  |   |            |  |  | Total Number of    |  |   | Approximate Dollar  | 
|-------------- |  |  |  | --------- |  | - | ---------- |  |  | ------------------ |  | - | ------------------- | 
|               |  |  |  | Total     |  |   |            |  |  | Shares Purchased   |  |   | Value of Shares     | 
|               |  |  |  | Number of |  |   | Average    |  |  | as Part of         |  |   | that May Yet Be     | 
|               |  |  |  | Shares    |  |   | Price Paid |  |  | Publicly Announced |  |   | Purchased Under the | 
|Period         |  |  |  | Purchased |  |   | per Share  |  |  | Plans or Programs  |  |   | Plans or Programs   | 
|               |  |  |  |           |  |   |            |  |  |                    |  |   |                     | 
|July 1-31      |  |  |  | --        |  |   | --         |  |  | --                 |  | $ | 99,501,565          | 
|               |  |  |  |           |  |   |            |  |  |                    |  |   |                     | 
|August 1-31    |  |  |  | 1,140,000 |  | $ | 23.03      |  |  | 1,140,000          |  | $ | 73,247,365          | 
|               |  |  |  |           |  |   |            |  |  |                    |  |   |                     | 
|September 1-30 |  |  |  | --        |  |   | --         |  |  | --                 |  | $ | 73,247,365          | 
|               |  |  |  |           |  |   |            |  |  |                    |  |   |                     | 
|Total          |  |  |  | 1,140,400 |  | $ | 23.03      |  |  | 1,140,000          |  |   |                     | 

On October 24, 2002, the Companys Board of Directors authorized a program to
repurchase $100 million of its Common Stock over a period of 24 months. As of September
30, 2004 a total of 2,931,600 shares have been purchased under this authorization at a
total cost of $76,752,635. This authorization expired on October 24, 2004, at which time
3,431,600 shares had been purchased at a total cost of $88,800,842.

On July 27, 2004, the Companys Board of Directors authorized the repurchase of an
additional $50 million of its Common Stock over a period of 12 months. As of September
30, 2004 no shares have been purchased under this authorization.

|Item 6. |  | Exhibits
|------- |  | --------

|(a)   31 | Certifications of W. G. Holliman, Chief Executive Officer of the Company and
          David P. Howard, Chief Financial Officer of the Company, Pursuant to Rule
          13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
          Act of 2002.
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32 | Certifications
 of W. G.  Holliman,  Chief  Executive  Officer of the Company and David P.  Howard,
                                    Chief Financial Officer of the Company,  Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
                                    Section 906 of the Sarbanes-Oxley Act of 2002.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

SIGNATURE

Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

| |  | Furniture Brands International, Inc. | 
| |  | ------------------------------------ | 
| |  | (Registrant)                         | 

| |  | By |  | /s/ Steven W. Alstadt    | 
| |  | -- |  | ------------------------ | 
| |  |    |  | Steven W. Alstadt        | 
| |  |    |  | Controller and           | 
| |  |    |  | Chief Accounting Officer | 

Date: November 12, 2004

---

EXHIBIT INDEX

|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                    | 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|            |  |                                                                                                                                                                                                                                                                                                                                | 
|31          |  | Certifications of W. G. Holliman, Chief Executive Officer of the Company and
          David P. Howard, Chief Financial Officer of the Company, Pursuant to Rule
          13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
          Act of 2002.                                                | 
|            |  |                                                                                                                                                                                                                                                                                                                                | 
|32          |  | Certifications
 of W. G.  Holliman,  Chief  Executive  Officer of the Company and David P.  Howard,
                                    Chief Financial Officer of the Company,  Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
                                    Section 906 of the Sarbanes-Oxley Act of 2002. | 
|            |