FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, 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 March 31, 2002 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 requirement for the past 90 days.

                                               Yes  X        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.

                     56,277,066 shares as of April 30, 2002
                     --------------------------------------


<PAGE>


                          PART I FINANCIAL INFORMATION
                          ----------------------------


Item 1.  Financial Statements

Consolidated Financial Statements for the quarter ended March 31, 2002.

                  Consolidated Balance Sheets

                  Consolidated Statements of Operations:

                         Three Months Ended March 31, 2002
                         Three Months Ended March 31, 2001

                  Consolidated Statements of Cash Flows:

                         Three Months Ended March 31, 2002
                         Three Months Ended March 31, 2001

                  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  ended March 31, 2002 are not  necessarily  indicative  of the
results to be expected for the full year.


<PAGE>

<TABLE>
<CAPTION>

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

                                                                                               March 31,             December 31,
                                                                                                   2002                     2001
                                                                                             ----------              -----------
ASSETS

Current assets:
<S>                                                                                           <C>                     <C>
  Cash and cash equivalents.......................                                            $   30,231              $    15,707
  Receivables, less allowances of $20,765
    ($18,841 at December 31, 2001)................                                               400,093                  359,493
  Inventories...(Note 1)..........................                                               376,269                  369,773
  Deferred income taxes...........................                                                24,942                   26,160
  Prepaid expenses and other current assets.......                                                 9,903                    7,582
                                                                                              ----------              -----------
    Total current assets..........................                                               841,438                  778,715
                                                                                              ----------              -----------

Property, plant and equipment.....................                                               618,392                  605,104
  Less accumulated depreciation...................                                               295,820                  283,464
                                                                                              ----------              -----------
    Net property, plant and equipment.............                                               322,572                  321,640
                                                                                              ----------              -----------

Intangible assets.................................                                               359,002                  367,305
Other assets......................................                                                38,450                   35,829
                                                                                              ----------              -----------
                                                                                              $1,561,462              $ 1,503,489
                                                                                              ==========              ===========


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accrued interest expense........................                                            $    3,281              $     2,805
  Accounts payable and other accrued expenses.....                                               208,776                  172,490
                                                                                              ----------              -----------
    Total current liabilities.....................                                               212,057                  175,295
                                                                                              ----------              -----------

Long-term debt....................................                                               423,600                  454,400
Deferred income taxes.............................                                                70,783                   69,032
Other long-term liabilities.......................                                                42,976                   45,103

Shareholders' equity:
  Preferred stock, authorized 10,000,000
    shares, no par value - issued, none...........                                                    -                        -
  Common stock, authorized 100,000,000 shares,
    $1.00 stated value - issued 56,277,066
    shares at March 31, 2002 and
    December 31, 2001.............................                                               56,277                   56,277
  Paid-in capital.................................                                              221,310                  219,469
  Retained earnings...............................                                              553,274                  520,503
  Accumulated other comprehensive income (Note 3).                                               (3,095)                  (5,108)
  Treasury stock at cost (831,233 shares at
    March 31, 2002 and 1,664,666 shares at
    December 31, 2001)............................                                              (15,720)                 (31,482)
                                                                                             ----------              -----------
    Total shareholders' equity....................                                              812,046                  759,659
                                                                                             ----------              -----------
                                                                                             $1,561,462              $ 1,503,489
                                                                                             ==========              ===========

See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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


                                                                                          Three Months              Three Months
                                                                                                 Ended                     Ended
                                                                                              March 31,                 March 31,
                                                                                                  2002                      2001
                                                                                          ------------              ------------

<S>                                                                                       <C>                       <C>
Net sales......................................                                           $    634,461              $    506,182

Costs and expenses:
  Cost of operations...........................                                                456,251                   370,416

  Selling, general and administrative expenses.                                                110,298                    84,411

  Depreciation and amortization................                                                 12,556                    15,258
                                                                                          ------------              ------------

Earnings from operations.......................                                                 55,356                    36,097

Interest expense...............................                                                  5,602                     6,769

Other income, net..............................                                                  1,074                       809
                                                                                          ------------              ------------

Earnings before income tax expense.............                                                 50,828                    30,137

Income tax expense.............................                                                 18,057                    10,456
                                                                                          ------------              ------------

Net earnings...................................                                           $     32,771              $     19,681
                                                                                          ============              ============

Net earnings per common share:

  Basic........................................                                                 $ 0.59                    $ 0.39
                                                                                                ======                    ======

  Diluted......................................                                                 $ 0.58                    $ 0.39
                                                                                                ======                    ======

Weighted average common shares outstanding:

  Basic........................................                                             55,195,160                50,021,578
                                                                                            ==========                ==========

  Diluted......................................                                             56,438,315                51,082,872
                                                                                            ==========                ==========


   See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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



                                                                                            Three Months               Three Months
                                                                                                       Ended                  Ended
                                                                                                    March 31,              March 31,
                                                                                                        2002                   2001
                                                                                                ------------           ------------

   Cash flows from operating activities:
<S>                                                                                             <C>                    <C>
     Net earnings.........................................                                      $     32,771           $     19,681
     Adjustments to reconcile net earnings to net cash
       provided by operating activities:
         Depreciation and amortization....................                                            12,556                 15,258
         Other noncash items, net.........................                                              (483)                   353
         (Increase) decrease in receivables...............                                           (40,600)                 2,129
         Increase in inventories..........................                                            (6,496)                (2,167)
         Increase in prepaid expenses and other assets....                                            (3,855)                (4,053)
         Increase in accounts payable, accrued interest
           expense and other accrued expenses.............                                            42,533                 11,738
         Increase (decrease)in net deferred tax
           liabilities....................................                                             1,977                 (1,000)
         Increase in other long-term liabilities..........                                               707                  1,231
                                                                                                ------------           ------------
     Net cash provided by operating activities............                                            39,110                 43,170
                                                                                                ------------           ------------

   Cash flows from investing activities:
     Proceeds from the disposal of assets.................                                                 3                     48
     Additions to property, plant and equipment...........                                            (5,534)                (5,534)
                                                                                                ------------           ------------
     Net cash used by investing activities................                                            (5,531)                (5,486)
                                                                                                ------------           ------------

   Cash flows from financing activities:
     Payments of long-term debt...........................                                           (30,800)               (47,000)
     Proceeds from the issuance of treasury stock.........                                            11,745                  2,748
                                                                                                -------------          ------------
     Net cash used by financing activities................                                           (19,055)               (44,252)
                                                                                                ------------           ------------

   Net increase (decrease) in cash and cash equivalents...                                            14,524                 (6,568)
   Cash and cash equivalents at beginning of period.......                                            15,707                 14,606
                                                                                                ------------           ------------
   Cash and cash equivalents at end of period.............                                      $     30,231           $      8,038
                                                                                                ============           ============

   Supplemental Disclosure:
     Cash payments for income taxes, net..................                                      $      4,282           $        170
                                                                                                ============           ============

     Cash payments for interest...........................                                      $      4,915           $     13,184
                                                                                                ============           ============

See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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




(1)     Inventories are summarized as follows:

                                                                March 31,           December 31,
                                                                    2002                   2001
                                                            ------------            -----------

                <S>                                              <C>                     <C>
              Finished products                             $    188,163            $   187,523
              Work-in-process                                     67,569                 69,507
              Raw materials                                      120,537                112,743
                                                            ------------            -----------
                                                            $    376,269            $   369,773
                                                            ============            ===========


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

                                                                   Three Months           Three Months
                                                                          Ended                  Ended
                                                                       March 31,              March 31,
                                                                           2002                   2001
                                                                   ------------           ------------

      Weighted average shares used for
        basic net earnings per common
        share                                                        55,195,160             50,021,578
      Effect of dilutive securities:
        Stock options                                                 1,243,155              1,061,294
                                                                     ----------             ----------
      Weighted average shares used for
        diluted net earnings per common
        share                                                        56,438,315             51,082,872
                                                                     ==========             ==========


(3)      Comprehensive income is as follows:

                                                                   Three Months           Three Months
                                                                          Ended                  Ended
                                                                       March 31,              March 31,
                                                                           2002                   2001
                                                                   ------------           ------------

      Net earnings                                                      $32,771                $19,681
      Effect of financial instruments
        accounted for as hedges                                           1,842                    -
      Effect of foreign currency
        translation                                                         171                    -
                                                                        -------                -------
                                                                        $34,784                $19,681
                                                                        =======                =======


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


(4)     On January 1, 2002 the Company adopted Statement of Financial Accounting
        Standards No. 142 (FAS 142), "Goodwill and Other Intangible Assets." FAS
        142 requires that goodwill and other intangible assets with indefinite
        lives no longer be amortized, but instead be tested annually for
        impairment. The Company's intangible assets, consisting of trademarks,
        trade names and goodwill all have indefinite lives. The following table
        presents net income on a comparative basis, after adjusting for the
        amortization of goodwill and other intangible assets:


                                                                           Three Months          Three Months
                                                                                  Ended                 Ended
                                                                               March 31,             March 31,
                                                                                   2002                  2001
                                                                           ------------          ------------
       Net income:
             <S>                                                                  <C>                   <C>
         As reported                                                            $32,771               $19,681
         Amortization of goodwill and other
           intangible assets (net of income
           tax benefit)                                                             -                   2,790
                                                                                --------              -------
                                                                                $32,771               $22,471
                                                                                =======               =======

       Basic earnings per share:
         As reported                                                              $0.59                 $0.39
         As adjusted                                                              $0.59                 $0.45


       Diluted earnings per share:
         As reported                                                              $0.58                 $0.39
         As adjusted                                                              $0.58                 $0.44


(5)     In 2001, the Company implemented a restructuring plan which included the
        closing of 12 manufacturing facilities. As of March 31, 2002, real
        estate with a carrying value of $8,273 was included in other assets. No
        significant gains or losses were realized during the three months ended
        March 31, 2002 resulting from changes in the carrying value of these
        assets.

</TABLE>


<PAGE>


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
the largest  manufacturer  of residential  furniture 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 Ended March 31, 2002 and 2001
--------------------------------------------------------

Selected  financial  information  for the three  months ended March 31, 2002 and
March 31, 2001 is presented below:

<TABLE>
<CAPTION>

(Dollars in millions except per share data)

                                                                      Three Months Ended
                                                           ---------------------------------------
                                                              March 31, 2002       March 31, 2001
                                                           -------------------  ------------------
                                                                       % of                 % of
                                                           Dollars   Net Sales  Dollars   Net Sales
                                                           -------   ---------  -------   ---------
<S>                                                        <C>        <C>       <C>        <C>
Net sales                                                  $634.5     100.0%    $506.2     100.0%
Earnings from operations                                     55.4       8.7       36.1       7.1
Interest expense                                              5.6       0.9        6.8       1.3
Income tax expense                                           18.0       2.8       10.4       2.1
Net earnings                                                 32.8       5.2%      19.7       3.9%
Net earnings per common share-diluted                        0.58       -         0.39       -

Gross profit (1)                                           $167.1      26.3%    $125.3      24.8%
</TABLE>


(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
                                                    March 31,
                                             --------------------
                                                 2002       2001
                                                ------     ------
    Net sales                                   $634.5     $506.2
    Cost of operations                           456.3      370.4
    Depreciation (associated with
      cost of goods sold)                         11.1       10.5
                                                ------     ------
    Gross profit                                $167.1     $125.3
                                                ======     ======


Net  sales for the three  months  ended  March  31,  2002 were  $634.5  million,
compared to $506.2 million in the three months ended March 31, 2001, an increase
of $128.3 million or 25.3%.  Excluding the impact of Henredon,  Drexel  Heritage
and  Maitland-Smith,  which the Company  acquired as of the close of business on
December 28, 2001, the Company's sales showed  year-over-year  growth of 5.1% in
the  quarter,   reflecting   improved  business   conditions,   particularly  in
middle-price point upholstery products.

Earnings from  operations for the three months ended March 31, 2002 increased by
$19.3  million or 53.4% from the  comparable  prior year period.  Earnings  from
operations  for the three  months  ended  March 31, 2002 and March 31, 2001 were
8.7% and 7.1% of net sales,  respectively.  The improved operating profitability
was due to the higher sales volume, increased plant utilization,  added focus on
imported  products  and past cost  reduction  efforts.  Operating  profits  also
improved due to the adoption of Statement of Financial  Accounting Standards No.
142 (FAS 142) which eliminated the amortization of goodwill and other intangible
assets by $3.4 million.

Interest  expense totaled $5.6 million for the three months ended March 31, 2002
compared to $6.8 million in the prior year  comparable  period.  The decrease in
interest  expense in the three months ended March 31, 2002  resulted  from lower
interest  rates,  offset  by the  increase  in  long-term  debt used to fund the
acquisition.  The  effective  income  tax rate was 35.5% and 34.7% for the three
months ended March 31, 2002 and March 31, 2001, respectively.

Net  earnings  per  common  share for basic and  diluted  were  $0.59 and $0.58,
respectively, for the three months ended March 31, 2002, compared with $0.39 and
$0.39,  respectively,  for the same  period  last year.  Basic and  diluted  net
earnings per common share for the three months ended March 31, 2001 adjusted for
the adoption of FAS 142 were $0.45 and $0.44,  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  55,195,000  and  56,438,000,
respectively,  for the three  months  ended  March 31, 2002 and  50,022,000  and
51,083,000, respectively, for the three months ended March 31, 2001.

FINANCIAL CONDITION

Working Capital
---------------

Cash and cash equivalents at March 31, 2002 amounted to $30.2 million, compared
with $15.7 million at December 31, 2001. During the three months ended March 31,
2002, net cash provided by operating activities totaled $39.1 million, net cash
used by investing activities totaled $5.5 million and net cash used by financing
activities totaled $19.1 million.

Working  capital  was $629.4  million at March 31,  2002,  compared  with $603.4
million at December 31, 2001.  The current ratio was 4.0-to-1 at March 31, 2002,
compared to 4.4-to-1 at December 31, 2001.

Financing Arrangements
----------------------

As of March 31, 2002, long-term debt consisted of the following, in millions:

           Revolving credit facility (unsecured)                         $410.0
           Other                                                           13.6
                                                                         ------
                                                                         $423.6

To meet  short-term  capital  and  other  financial  requirements,  the  Company
maintains a $630.0 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 March 31, 2002 there
were $410.0  million in cash  borrowings  and $33.5 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 March 31,
2002, 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 March 31, 2002, loans outstanding under the revolving
credit  facility  consisted of $410.0  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
4.92%.

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

On  January  1, 2002 the  Company  adopted  Statement  of  Financial  Accounting
Standards  No. 142 (FAS 142),  "Goodwill and Other  Intangible  Assets." FAS 142
requires that goodwill and  intangible  assets with  indefinite  useful lives no
longer be amortized,  but instead be tested for  impairment  at least  annually.
Intangible  assets with definite useful lives will continue to be amortized over
their respective  estimated  useful lives.  The Company  estimates the impact of
discontinuing  the amortization of intangible  assets will be to increase annual
earnings by approximately $0.20 per share.

OUTLOOK
-------

While the Company  continues to see weak consumer  spending in its sector, it is
beginning  to see signs the  economy is firming up.  Orders in the  middle-price
points,  particularly  in upholstered  products  continue to show good year over
year  comparisons.  While the  Company has yet to see such a  turnaround  at the
upper end,  the cost  savings  initiatives  undertaken  during  the year  should
position  it for  strong  operating  profit  margin  improvement  as that  price
category  begins to turn as well. The Company  believes  revenues for the second
quarter should be up 25% (4% to 6% excluding the  acquisitions)  from the second
quarter of 2001. The Company is currently projecting earnings per share of $0.53
to $0.57 for the second quarter and $2.35-$2.42 for the full year.

Capital  expenditures  are  forecasted at $35.0 - $40.0  million for 2002,  with
depreciation  expense  anticipated to be approximately  $50.0 million.  Selling,
general and  administrative  expenses  for the year are  expected to be 16.75% -
17.00% of net  sales.  Based  upon  current  interest  rates and  budgeted  debt
reduction,  interest expense is expected to be  approximately  $23.0 million for
2002.  The Company  expects to generate in excess of $100.0 million in cash flow
from operations, the majority of which will be used to reduce long-term debt.

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:

Industry Risk
-------------

o    Overall  business  and  economic  conditions  such as the general  economic
     slowdown during 2001, which was in part responsible for a 10.6% decrease in
     our sales in 2001, could affect future growth in the furniture industry and
     overall demand for home furnishings.

Sales Risks
-----------

o    Changes in customer spending patterns could affect the sales of many of our
     products,  some of which are more profitable than others. We cannot be sure
     we will achieve our projected mix of product sales.

o    Changes in  competitive  product and  pricing  pressures  in the  furniture
     industry  could  affect our ability to gain or maintain  market share which
     could in turn impact our future sales and  earnings.  Our products  compete
     with other widely advertised, well-known, branded products.


o    Success of the marketing efforts of our retail customers could affect sales
     to our customers at the wholesale level.

o    The possibility of further  failures of large customers such as the failure
     of Homelife,  Montgomery Ward and  Heilig-Meyers in 2001, which was in part
     responsible  for a 10.6%  decrease in our sales in 2001,  could  affect our
     future sales and earnings.

o    Our ability to successfully  introduce new products could affect our future
     sales and earnings.  Acceptance by the consumer of our new products depends
     upon factors such as our ability to identify  changing  consumer tastes and
     needs and to differentiate our products from those of our competitors.

Cost Control Risks
------------------

o    Effects of distribution  realignments such as the continuation in 2001 of a
     program to discontinue  certain  relationships  with retailers that did not
     meet our standards could affect future sales and earnings. Such program was
     in part responsible for a 10.6% decrease in our sales in 2001.

o    Fluctuations in the cost and availability of raw materials,  our ability to
     maintain favorable  supplier  relationships and to control costs in general
     could affect our future earnings.

o    Effects of manufacturing realignments and cost savings programs such as our
     plan to reduce  domestic  case goods  manufacturing  capacity in 2001 could
     affect our future earnings. Such programs can include the consolidation and
     integration of facilities,  functions, systems and procedures. There can be
     no  assurance  that  such  actions  will  be  accomplished  as  quickly  as
     anticipated or that the expected cost reductions will be achieved in full.

Investment Risk
---------------

o    The Board of Directors  currently does not anticipate paying cash dividends
     in the  foreseeable  future.  As a result,  the only way you will realize a
     return on your  investment  in our stock will depend  upon your  ability to
     sell your stock at a profit.

Other  risk  factors  may be listed  from time to time in the  Company's  future
public releases and SEC reports.


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 Secured
Credit  agreement.  This risk is  managed  using  interest  rate  swaps to fix a
portion of the Company's floating rate long-term debt. Based upon a hypothetical
ten percent increase in interest rates the potential impact to the Company's net
earnings would be $0.2 million.


<PAGE>


                            PART II OTHER INFORMATION
                            -------------------------

Item 5. Other Information

     On April 8, 2002,  the Company  announced the  appointment of Jeff Young as
     President  and  Chief  Executive  Officer  of  Drexel  Heritage   Furniture
     Industries, Inc., a subsidiary of the Company.


Item 6. Exhibits and Reports on Form 8 -K

     (a)  3. Restated Certificate of Incorporation of the Company, as amended

     (b)  A Form 8-K was filed on January 11, 2002, as amended on March 14, 2002
          announcing the  acquisition  substantially  all the assets of Henredon
          Furniture  Industries,  Inc.,  Drexel Heritage  Furnishings,  Inc. and
          Maitland-Smith,  Inc.  A Form  8-K  was  filed  on  January  30,  2002
          announcing   fourth  quarter  and  full  year  operating  results  and
          projections  for the first  quarter and full year 2002. A Form 8-K was
          filed on March 4, 2002 revising  projections for the first quarter and
          full year  2002.  A Form 8-K was filed on April  26,  2002  announcing
          first quarter  operating results and projections of second quarter and
          full year earnings per share.



<PAGE>


                                    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 Steven W. Alstadt
                                       ---------------------------------
                                        Steven W. Alstadt
                                        Controller and
                                        Chief Accounting Officer




Date:  May 13, 2002


<page>







                                                                       Ehibit 3


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              INTERCO INCORPORATED

It is hereby certified that:

     1.  (a)  The  present  name  of the  corporation  is  INTERCO  INCORPORATED
(hereinafter called the "Corporation").

     (b) The name under which the  Corporation was originally  incorporated  was
International  Shoe Company and the date of filing the original  Certificate  of
Incorporation  of the  Corporation  with the  Secretary of State of the State of
Delaware was March 16, 1921.

     2. Provision for the making of this Restated  Certificate of  Incorporation
is contained in an Order of the United States  Bankruptcy  Court for the Eastern
District of Missouri,  Eastern  Division (the "Court") in Consolidated  Case No.
9140442172.

     3. Such Order  authorizes  and directs the President of the  Corporation to
make, execute and acknowledge this Restated Certificate of Incorporation.

     4. In accordance with Sections 242, 245 and 303 of the General  Corporation
Law of the  State  of  Delaware,  this  Restated  Certificate  of  Incorporation
restates  and  integrates  and further  amends the  provisions  of the  Restated
Certificate of Incorporation  of the Corporation  filed July 1987, as heretofore
amended or supplemented (the "1987 Restated Certificate of Incorporation").

     5. The text of the 1987 Restated  Certificate  of  Incorporation  is hereby
restated and further amended to read in its entirety as follows:

     FIRST. The name of the Corporation is INTERCO INCORPORATED.

     SECOND.  Its  registered  office in the State of  Delaware is located at 32
Lookerman Square, Suite L-100, Dover, Kent County,  Delaware 19901. The name and
address of its registered agent is The Prentice-Hall  Corporation System,  Inc.,
229 South State Street, Dover, Delaware.

     THIRD. The nature of the business, and the objects and purposes proposed to
be  transacted,  promoted  and  carried  on,  are to do any or all of the things
herein mentioned,  and in any part of the world, as fully and to the same extent
as natural persons might or could do, viz:

     (1) To produce, prepare,  manufacture,  buy, sell, and deal in and with all
kinds of boots, shoes. footwear of all kinds, leather,  findings, rubber, rubber
materials,  and  fabrics of all sorts and the raw  materials  from which  rubber
materials  or  fabrics  are  produced  and all  articles  and  things  of  every
description that may be produced or manufactured;

     (2) The building,  leasing,  owning and operating of factories,  tanneries,
buildings and warehouses for the purpose of producing, manufacturing and selling
boots, shoes, footwear of all kinds, leather,  rubber and findings,  and for the
purpose of doing a general mercantile and manufacturing business;

     (3) To manufacture,  buy, sell,  lease,  operate,  and deal in and with all
kinds of machinery, tools and implements and mechanical devices and contrivances
of every name and nature whatsoever;  and especially to manufacture,  buy, sell,
lease,  operate,  and deal in and with all sorts of boot and shoe  machinery  of
every kind and character  whatsoever  which may be useful in connection with the
manufacture of boots, shoes, or other footwear;

     (4) In general,  to  produce,  prepare,  manufacture,  and deal in and with
goods, wares, merchandise,  property, material rights, and things of every class
and description;

     (5) To this end, to engage in intrastate and interstate business, and to do
these things either as principals, or as agents, factors,  brokers,  consignees,
trustees,  or  otherwise,  and in  this,  and  in all  other  purposes  in  this
certificate  enumerated  or referred to, to have others act as agents,  factors,
brokers,  consignees  and  trustees  for the  corporation,  and to  exploit  and
advertise  such  businesses  by any and all  appropriate  means,  including  the
manufacture,  purchase,  rental, lease, and the sale, lease, or exhibition,  for
profit or otherwise, of motion pictures;

     (6) To  build,  purchase,  or  otherwise  acquire,  install,  lease,  rent,
charter,  own, manage,  operate,  use, mortgage,  pledge or otherwise  encumber,
sell,  exchange  or  otherwise  handle,  deal  with  or  dispose  of  tanneries,
factories,  manufacturing  plants,  stores,  or  buildings,  warehouses,  docks,
vessels, airships,  aeroplanes,  transportation companies and facilities on land
and sea and in the air, with all equipment and other property,  real,  personal,
or mixed, deemed by the Corporation to be necessary or advisable;

     (7) To purchase, or otherwise acquire, take, rent, lease, own, manage, use,
develop,  alter,  improve,  operate, deal in, handle, hold, borrow or lend money
upon, mortgage or otherwise encumber,  assign mortgages and deeds of trust upon,
exchange, sell or otherwise dispose of, convey and transfer,  buildings or other
real property,  improved and  unimproved and any interest  therein either within
the State of Delaware or any part of the world;

     (8) To apply for, obtain,  register,  purchase,  lease or otherwise acquire
and hold, own, use, operate,  introduce,  sell,  assign, or otherwise dispose of
and deal with any and all licenses,  easements,  trademarks, trade names, brands
and distinctive marks, and rights analogous thereto, concessions, copyrights and
patent  rights,  whether  issued  or  applied  for or not,  and all  inventions,
improvements,  formulae,  information,  and processes used in connection with or
secured under letters patent of the United States or elsewhere or otherwise; and
to use,  exercise,  develop,  grant licenses in respect of, or otherwise turn to
account, any such trademarks, trade names, brands, distinctive marks, and rights
analogous thereto,  processes,  formulae,  information,  patents, patent rights,
copyrights, licenses, inventions,  improvements,  easements, concessions and the
like, and with a view to the working and  development of the same,  carry on any
lawful  business  whatsoever,  whether  manufacturing  or  otherwise,  which the
Corporation may deem calculated directly or indirectly to accomplish its objects
or any of them;

     (9) To make, purchase,  otherwise acquire, deal in, enter into and perform,
contracts  of every sort and kind in  connection  with the  business  and powers
herein stated with any individual,  firm,  association or corporation  (private,
public,  quasi-public,  or  municipal),  and with the  government  of the United
States, or of any state,  territory,  colony, or other subdivision or possession
thereof,  or of any  foreign  government,  state,  territory,  colony,  or other
subdivision or possession thereof;

     (10) To acquire,  for the purposes herein set forth,  the whole or any part
of the assets, business, good will, formulae, processes, contracts, bills, notes
and accounts receivable,  rights and property of all kinds, and to undertake and
assume  the  whole  or  any  part  of the  liabilities,  of  any  person,  firm,
association  or  corporation  within the limits of law,  and to pay for the same
and/or for any other  property,  real or  personal,  which the  Corporation  may
acquire,  in cash, stock of this  Corporation of any class or classes,  bonds or
otherwise;  to hold, own, mortgage,  pledge,  encumber,  use, operate,  develop,
manage,  hire, lease, rent, assign,  transfer,  exchange,  trade and deal in and
with, sell and convey, or in any manner dispose of, the whole or any part of the
property so acquired;  to conduct any lawful manner the whole or any part of any
business so acquired and to exercise all the powers  necessary or  convenient in
and about the conduct and management of such business;

     (11) To purchase or otherwise  acquire,  hold,  own,  sell,  guarantee  the
payment of  dividends  upon,  assign,  transfer,  deliver,  mortgage,  pledge or
otherwise  encumber or dispose of shares of the capital stock,  of any class, or
voting trust certificates or other certificates  issued in respect of the shares
of the capital  stock,  of any class,  of other  corporations  or  associations,
organized or existing  under the laws of the State of Delaware,  or of any other
state, territory, district, colony or dependency of the United States of America
or of any foreign country; to purchase,  or otherwise acquire,  hold, own, sell,
assign,  transfer,  deliver,  endorse,  guarantee,  protect,  and  assist in the
performance and payment of,  mortgage,  pledge or otherwise  encumber or dispose
of, notes,  bonds,  debentures or other securities,  obligations or evidences of
indebtedness,  both  principal and  interest,  or contracts  issued,  created or
entered  into  by,  or  any  claims  against,  any  person,  partnership,  firm,
corporation or association  organized or existing under the laws of the State of
Delaware, or of any other state, territory,  district,  colony, or dependency of
the United  States of America or of any  foreign  country;  to issue and deliver
shares of the capital stock, of any class,  bonds, or other  obligations of this
Corporation in exchange for any such stock,  voting trust or other certificates,
or for any such bonds, notes, debentures,  securities,  obligations,  contracts,
evidences of indebtedness  or claims;  and while the owner or holder of any such
shares of stock, voting trust or other certificates,  bonds, notes,  debentures,
securities,  obligations,  contracts,  evidences of indebtedness  or claims,  to
possess and  exercise in respect  thereof any and all of the rights,  powers and
privileges of ownership, including the right to vote upon, or in respect of such
shares,  voting trust  certificates or other certificates in person or by proxy;
and upon a  distribution  of the  assets or a  division  of the  profits of this
Corporation  to  distribute  any such  shares  of stock,  voting  trust or other
certificates,  bonds, notes, securities,  obligations,  contracts,  evidences of
indebtedness or claims, or the proceeds thereof,  among the holders of the stock
of this  Corporation in accordance with their respective  interests;  to aid, in
any manner,  any  corporation,  association,  person,  partnership  or firm, the
stock,  bonds,   obligations,   voting  trust  or  other  certificates,   notes,
debentures,  securities,  contracts,  evidences of  indebtedness or claims of or
against which,  or any part thereof,  are held or are in any manner  endorsed or
guaranteed  by this  Corporation,  or in which this  Corporation  is directly or
indirectly interested,  and to do any other acts or things for the preservation,
protection,  improvement  or  enhancement  of  the  value  of any  such  stocks,
certificates,  bonds,  obligations,  notes, debentures,  securities,  contracts,
evidences of indebtedness  or claims,  and to do any acts or things designed for
any such purpose;

     (12) To borrow  money and to issue,  sell or pledge or  otherwise  encumber
bonds, notes,  debentures or other evidences of indebtedness of this Corporation
of any character to such amount,  and in such denominations and on such terms as
the Board of Directors may  determine,  subject to the other  provisions of this
Restated Certificate of Incorporation, and to secure the repayment of said money
and the  performance of the  obligations  entered into under said bonds,  notes,
debentures  and other  evidences  of  indebtedness  and the  performance  of the
covenants, agreements and conditions in any instrument given to secure the same,
by pledge,  mortgage,  deed of trust, assignment in trust, or other encumbrances
upon any or all of the property of the Corporation,  real, personal or mixed, or
otherwise,  or, if deemed advisable,  by mortgage of its good will or of some or
all of the  franchises  of the  Corporation  in such manner as may be allowed by
law; to draw,  make,  accept,  endorse,  take,  invest in, purchase or otherwise
acquire,  hold,  own,  execute,  issue,  sell and dispose of, trade and deal in,
mortgage,  pledge,  assign,  transfer,  and otherwise handle  promissory  notes,
drafts,  acceptances,   warrants,   debentures,  checks  and  other  negotiable,
non-negotiable,  transferable or non-transferable instruments or other evidences
of indebtedness and chooses in action;

     (13) To  purchase,  hold,  sell and  transfer the shares of its own capital
stock;  provided it shall not use its funds or property  for the purchase of its
own shares of  capital  stock when such use would  cause any  impairment  of its
capital;  and provided further that shares of its own capital stock belonging to
it shall not be voted upon directly or indirectly;

     (14) To carry on the above and any other business in any part of the world,
and to do any and all things which may seem to the Corporation  capable of being
conveniently carried on or done in connection with the objects herein set forth,
or  any  of  them,  or   calculated   directly  or  indirectly  to  develop  the
Corporation's business, or to enhance the value of the Corporation's property or
rights not forbidden by the laws of the State of Delaware;  and to do all or any
of  the  above  things  in  any  part  of  the  world,  as  principals,  agents,
contractors,  consignees,  factors, brokers,  trustees, or otherwise, and by and
through  trustees,  agents,  contractors,   consignees,   factors:  brokers,  or
otherwise,  and either alone or in conjunction  with other  individuals,  firms,
associations or corporations; and

     (15) To engage in any other lawful act or activity  for which  corporations
may be organized under the General Corporation Law of the State of Delaware.

     The objects and purposes  specified  herein shall,  except where  otherwise
expressed,  be in no way limited or restricted by reference to or inference from
the terms of any other  clause or  paragraph  of this  Restated  Certificate  of
Incorporation. The objects, purposes and powers specified in each of the clauses
or paragraphs in this Restated Certificate of Incorporation shall be regarded as
independent objects, purposes and powers.

     The foregoing  shall be construed both as objects,  purposes and powers and
the enumeration thereof shall not be held to limit or restrict in any manner the
lawful powers of this Corporation.

     FOURTH.  The total number of shares of capital  stock of all classes  which
the  Corporation  shall have the  authority  to issue is One Hundred Ten Million
(110,000,000)  shares; all of such shares shall be without nominal or par value;
Ten Million (10,000,000) shares shall be Preferred Stock and One Hundred Million
(100,000,000)  shares shall be Common Stock. All persons who shall acquire stock
in the  Corporation  shall  acquire the same subject to the  provisions  of this
Restated Certificate of Incorporation.

     Pursuant  to  Section  8.06  of the  Joint  Plan of  Reorganization  of the
Corporation as confirmed by the United States  Bankruptcy  Court for the Eastern
District of Missouri,  Eastern Division in Consolidated Case No. 9140442172 (the
"Plan"), as of the Effective Date (as that term is defined in the Plan), any and
all of the  authorized  capital  stock of the  Corporation,  whether  issued  or
unissued,  including  any right to acquire  such capital  stock  pursuant to any
agreement, arrangement, or understanding, including, but not limited to, the Old
Common  Stock  Rights  Agreement  (as that term is  defined in the Plan) or upon
exercise of conversion rights,  exchange rights,  warrants,  options, Old Common
Stock  Purchase  Rights  or  other  rights,  existing  immediately  prior to the
Effective  Date was deemed  cancelled and of no further force or effect  without
any  action  on the  part of the  stockholders  or  Board  of  Directors  of the
Corporation. The holders of such cancelled capital stock and any cancelled right
to acquire  such capital  stock have no rights  arising from or relating to such
capital stock (or the stock  certificates  representing such cancelled stock) or
any right to acquire such capital stock or the cancellation thereof.

     Notwithstanding   anything  contained  in  this  Restated   Certificate  of
Incorporation  to the contrary,  the Corporation will not issue nonvoting equity
securities  to the extent  prohibited  by Section 1123 of the  Bankruptcy  Code;
provided,  however,  that this  paragraph:  (a) will have no  further  force and
effect beyond that required under Section 1123 of the Bankruptcy  Code, (b) will
have such  force and  effect,  if any,  only for so long as such  Section  is in
effect and applicable to the  Corporation,  and (c) in all events may be amended
or eliminated in accordance with applicable law from time to time in effect.

     The  designations  and  the  powers,   preferences  and  rights,   and  the
qualifications,  limitations or restrictions thereof, of the classes of stock of
this Corporation which are fixed by this Restated  Certificate of Incorporation,
and  the  express  grant  of  authority  to the  Board  of  Directors  to fix by
resolution or  resolutions  the  designations  and the powers,  preferences  and
rights,  and the  qualifications,  limitations and restrictions of the shares of
Preferred  Stock,   which  are  not  fixed  by  this  Restated   Certificate  of
Incorporation, are as follows:

                        SUBDIVISION ONE - PREFERRED STOCK

     A. The Preferred  Stock may be issued from time to time in any amount,  not
exceeding in the aggregate  (including  all shares of any and all series thereof
theretofore  issued and not  theretofore or concurrently  therewith  redeemed or
theretofore converted) the total number of shares of Preferred Stock hereinabove
authorized,  as preferred Stock of one or more series, as hereinafter  provided.
All  shares  of any one  series  of  Preferred  Stock  shall  be  alike in every
particular.  Each series of Preferred Stock shall be distinctively designated by
letter or  descriptive  words and all series shall rank equally and be identical
in all  respects  except as  permitted  by the  provisions  of Section B of this
SUBDIVISION ONE.

     B.  Authority  is hereby  expressly  granted  to and vested in the Board of
Directors of the Corporation to cause the Preferred Stock to be issued from time
to time in one or more series and in  connection  therewith to fix by resolution
or resolutions (collectively, a "Preferred Stock Designation") providing for the
issue of such  series the number of shares to be included in such series and the
designations and such voting powers,  full or limited,  or no voting powers, and
such of the preferences and relative,  participating,  optional or other special
rights, and the  qualifications,  limitations or restrictions  thereof,  of such
series of the Preferred  Stock which are not fixed by this Restated  Certificate
of Incorporation,  to the full extent now or hereafter  permitted by the laws of
the State of Delaware. Without limiting the generality of the grant of authority
contained in the  preceding  sentence,  the Board of Directors is  authorized to
determine  any or all of the  following,  and the shares of each series may vary
from the shares of any other series in any or all of the following respects:

     (1) The  number  of  shares  of such  series  (which  may  subsequently  be
increased,  except as  otherwise  provided  by the  resolutions  of the Board of
Directors  providing for the issue of such series,  or decreased to a number not
less than the number of shares then outstanding) and the distinctive designation
thereof;

     (2) The dividend rights, if any, of such series, the dividend  preferences,
if any, as between  such series and any other class or series of stock,  whether
and the extent to which shares of such series  shall be entitled to  participate
in dividends with shares of any other series or class of stock,  whether and the
extent  to  which  dividends  on  such  series  shall  be  cumulative,  and  any
limitations, restrictions or conditions on the payment of such dividends;

     (3) The time or times during which,  the price or prices at which,  and any
other terms or conditions on which the shares of such series may be redeemed, if
redeemable;

     (4) The rights of such series, and the preferences, if any, as between such
series and any other class or series of stock,  in the event of any voluntary or
involuntary  liquidation,  dissolution  or  winding  up of the  Corporation  and
whether and the extent to which  shares of any such series  shall be entitled to
participate in such event with any other class or series of stock;

     (5) The voting powers,  if any, in addition to the voting powers prescribed
by law of  shares  of such  series,  and the terms of  exercise  of such  voting
powers;

     (6) Whether shares of such series shall be convertible into or exchangeable
for shares of any other series or class of stock, or any other  securities,  and
the terms and conditions, if any, applicable to such right; and

     (7) The  terms and  conditions,  if any,  of any  purchase,  retirement  or
sinking fund which may be provided for the shares of such series.

                         SUBDIVISION TWO - COMMON STOCK

     A. The Common Stock of this  Corporation may be issued,  from time to time,
for such  consideration  as may be  fixed,  from  time to time,  by the Board of
Directors.

     B.  After  full   cumulative   dividends  upon  the  Preferred  Stock  then
outstanding  shall have been paid for all past  dividend  periods in  accordance
with,  and if required by, the terms of any  Preferred  Stock  Designation,  and
after or concurrently with making such payments,  or declaring and setting apart
for payment in accordance  with,  and if required by, the terms of the Preferred
Stock Designation, full dividends on the Preferred Stock then outstanding to the
end of the then current dividend period, then and not otherwise,  the holders of
Common Stock shall,  subject to the provisions  hereof,  be entitled to receive,
out of any net profits or net assets of the  Corporation  legally  available for
dividends,  such  dividends as may from time to time be declared by the Board of
Directors.

     In the event of any voluntary or  involuntary  liquidation,  dissolution or
winding up of the  Corporation,  after the holders of the  Preferred  Stock then
outstanding shall have received the full preferential  amounts, if any, to which
such  holders  are  entitled  pursuant  to  the  terms  of the  Preferred  Stock
Designation  upon such  voluntary or  involuntary  liquidation,  dissolution  or
winding  up, the holders of Common  Stock shall be entitled to share  ratably in
all assets of the Corporation  then remaining  according to the number of shares
of Common Stock held by them respectively.

     All holders of Common Stock shall be entitled to one vote for each share of
Common Stock standing of record in their respective names; subject,  however, to
the  provisions  of the ByLaws of the  Corporation  as from time to time amended
with  respect to the  closing of the  transfer  books and the fixing of a record
date.

     C. The holders of Common Stock shall have no pre-emptive  right to purchase
or subscribe  for any shares of capital  stock of the  Corporation  of any class
whether now or hereafter authorized.

     FIFTH. The Corporation is to have perpetual existence.

     SIXTH. The private  property of the  stockholders of the Corporation  shall
not be subject to the payment of corporate debts to any extent whatsoever.

     SEVENTH.  (a) The following  provisions are inserted for the conduct of the
affairs  of the  Corporation,  and it is  expressly  provided  that the same are
intended to be in  furtherance  and not in limitation or exclusion of the powers
conferred by statute:

     (1) The number of directors of the Corporation (exclusive of directors (the
"Preferred  Stock  Directors")  who may be elected by the  holders of any one or
more  series of  Preferred  Stock which may at any time be  outstanding,  voting
separately  as a class or classes  pursuant to rights to elect  directors  under
specified  circumstances)  shall not be less than nine nor more than twenty-one,
the exact  number  within  said  limits to be fixed from time to time  solely by
resolution of the Board of Directors,  acting by not less than a majority of the
directors then in office.

     (2) The Board of Directors (exclusive of Preferred Stock Directors, if any)
shall be divided into three classes,  as nearly equal in size as possible,  with
the term of office of one class expiring each year. Subject to the provisions of
paragraphs  (a)(3) and (b) of this  Article  SEVENTH,  (i) the terms of one such
class of the  directors in office as of the  Effective  Date shall expire at the
first annual meeting of stockholders held after the Effective Date, the terms of
a second such class of such directors  shall expire at the second annual meeting
of  stockholders  held after the Effective Date, and the terms of the third such
class of such directors shall expire at the third annual meeting of stockholders
held after the Effective Date, and (ii) at each annual meeting of  stockholders,
directors  of each class the term of which shall then expire shall be elected to
hold office for a three-year  term and until the election and  qualification  of
their  respective  successors in office.  If the number of directors (other than
Preferred Stock Directors, if any) is changed, any increase or decrease shall be
apportioned by the Board of Directors among the three classes so that the number
in each class shall be as nearly equal as possible.  Election of directors  need
not be by ballot unless the By-Laws so provide.

     (3) Pursuant to the Plan,  three new directors were  designated as "Class A
Directors"  to hold  office  for a term  beginning  on the  Effective  Date  and
expiring at the third annual  meeting of  stockholders  held after the Effective
Date (but in no event  earlier  than June 1,  1995).  Such  directors  and their
successors are referred to herein as "Class A Directors". All Class A Directors,
whether in office at the  Effective  Date or elected as a successor  to any such
director,  shall be assigned to the class of directors whose terms expire at the
third annual  meeting of  stockholders  held after the Effective Date (but in no
event earlier than June 1, 1995), and from and after such meeting all references
to Class A Directors in this Restated  Certificate of Incorporation  will expire
and have no  further  force or  effect,  without  any  action on the part of the
stockholders or the Board of Directors of the Corporation.

     (4)  Subject  to the  rights of the  holders  of any one or more  series of
Preferred  Stock  then  outstanding  to  elect  directors  under   circumstances
specified  in any  Preferred  Stock  Designation,  newly  created  directorships
resulting  from any  increase  in the  authorized  number of  directors,  or any
vacancies  in  the  Board  of  Directors  resulting  from  death,   resignation,
retirement,  disqualification,  removal  from  office or other  cause,  shall be
filled  solely by the Board of Directors  acting by a majority of the  remaining
directors  then in  office,  even  though  less  than a quorum  of the  Board of
Directors, except that vacancies in the positions of the Class A Directors shall
be  filled by the  remaining  Class A  Directors  with a  substitute  reasonably
acceptable  to a majority of the  directors,  other than the Class A  Directors,
then in office.  Any director elected in accordance with the preceding  sentence
shall hold office for the  remainder  of the full term of the class of directors
in which the new directorship was created or the vacancy occurred and until such
director's  successor shall have been elected and qualified.  No decrease in the
number of directors shall shorten the term of any incumbent director.

     (5)  Subject  to the  rights of the  holders  of any one or more  series of
Preferred  Stock  then  outstanding  to  elect  directors  under   circumstances
specified in any Preferred Stock Designation,  any director, or the entire Board
of  Directors,  may be removed  from office at any time,  but only for cause and
only by the affirmative vote of the holders of a majority of the combined voting
power of the  outstanding  shares of stock of the  Corporation  entitled to vote
generally  in the  election of  directors,  voting  together as a single  class;
provided  that in the  case of Class A  Directors  the  affirmative  vote of the
holders of at least a majority of the shares of Common Stock actually  voting at
a meeting called for such purpose, excluding any shares of Common Stock or other
securities of which a Substantial  Stockholder  is the Beneficial  Owner,  shall
also be required.

     (6) The  By-Laws  may  prescribe  the  number  of  directors  necessary  to
constitute  a quorum and such  number  may be less than a majority  of the total
number of directors, but shall not be less than one-third of the total number of
directors.

     (7) Except as may be  otherwise  provided  by  statute or in this  Restated
Certificate of Incorporation,  the business and affairs of the Corporation shall
be managed under the direction of the Board of Directors.

     (8) Notwithstanding any other provision of law which might otherwise permit
a lesser vote or no vote, but in addition to any affirmative vote of the holders
of any particular  class of stock of the Corporation  entitled to vote generally
in the election of directors  required by law or this  Restated  Certificate  of
Incorporation,  the  affirmative  vote  of (i)  the  holders  of not  less  than
three-fourths of the combined voting power of the outstanding shares of stock of
the Corporation entitled to vote generally in the election of directors,  voting
together as a single  class at a meeting  called for such  purpose,  and (ii) in
addition,  the holders of a majority of the combined voting power of such shares
(or in the  case  of any  alteration,  amendment,  adoption  of an  inconsistent
provision or repeal  relating to Class A Directors,  a majority of the shares of
Common Stock)  actually  voting at such meeting,  excluding any shares of Common
Stock or other  securities of which a Substantial  Stockholder is the Beneficial
Owner, shall be required to alter, amend, adopt any provision  inconsistent with
or repeal this Article SEVENTH or paragraph (a) of Article EIGHTH.

     (9) For purposes of this Article SEVENTH and Articles ELEVENTH and TWELFTH,
the term  "Substantial  Stockholder"  shall  mean and  include  (other  than the
Corporation or any  subsidiary  and other than any employee  benefit plan of the
Corporation or any subsidiary or any trustee of or fiduciary with respect to any
such plan when  acting in such  capacity,  all of which are  excluded  from such
definition):  (a) any  individual,  corporation,  partnership or other person or
entity which,  together with its  Affiliates and  Associates,  is the Beneficial
Owner in the aggregate of more than ten percent of the combined  voting power of
the outstanding shares of stock of the Corporation entitled to vote generally in
the  election of  directors,  and (b) any  Affiliate  or  Associate  of any such
individual, corporation, partnership or other person or entity.

     For purposes of this Article SEVENTH and Articles ELEVENTH and TWELFTH, the
following terms shall be defined by reference to the Securities  Exchange Act of
1934 and the Rules in effect thereunder on the Effective Date: "Affiliate" under
Rule 12b-2,  "Associate"  under Rule 12b-2;  and  "Beneficial  Owner" under Rule
13d-3.

     (b)  Notwithstanding  anything  contained in this Restated  Certificate  of
Incorporation  to the  contrary,  Paragraphs  (a)(1),  (a)(2) and (a)(5) of this
Article SEVENTH will expire and have no further force and effect,  and Paragraph
(a)(8) of this Article SEVENTH will apply only to amendment of Paragraph  (a)(9)
of this Article  SEVENTH,  without any action on the part of the stockholders or
Board of  Directors of the  Corporation,  at and from and after the first annual
meeting of stockholders  of the  Corporation  held on or after June 1, 1995, and
the terms of all  directors  then in office  shall  terminate  at such  meeting,
unless such Paragraphs are continued in effect by the  affirmative  vote at such
meeting  of the  holders  of a  majority  of the  combined  voting  power of the
outstanding shares of stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class.

     EIGHTH. In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly authorized:

     (a) To make and alter the By-Laws of the  Corporation  subject to the power
of the  stockholders,  at the time entitled to vote, to alter or repeal  By-Laws
made by the Board of Directors;

     (b) To fix the amount to be reserved as working capital and, subject to the
other provisions of this Restated Certificate of Incorporation, to authorize and
cause to be executed mortgages and liens upon the property and franchises of the
Corporation;

     (c) If a resolution passed by a majority of the whole Board so provides, to
designate  three or more of their number to constitute  an Executive  Committee,
which  Committee  shall for the time being, as provided in said resolution or in
the By-Laws of the  Corporation,  have and  exercise any or all of the powers of
the Board of  Directors  in the  management  of the  business and affairs of the
Corporation  and have  power to  authorize  the  seal of the  Corporation  to be
affixed to all papers which may require it;

     (d) From time to time to determine  whether,  to what extent, at what times
and places and under what  conditions and  regulations the books and accounts of
the  Corporation,  or any of them other than the stock ledger,  shall be open to
the inspection of the  stockholders;  and no stockholder shall have any right to
inspect any account or book or document of the Corporation,  except as conferred
by law or authorized by resolution of the directors or of the stockholders;

     (e) If the By-Laws so provide,  the  stockholders  and directors shall have
power to hold their meetings, to have an office or offices and to keep the books
of the  Corporation  (subject to the  provisions of the statute)  outside of the
State of Delaware at such places as may from time to time be designated by them,
whether within or without the United States of America; and

     (f) The  Corporation  may in its By-Laws  confer  powers  additional to the
foregoing upon the directors,  in addition to the powers and authority expressly
conferred upon them by law.

     NINTH.  No contract or other  transaction  between the  Corporation and any
other  corporation and no act of the Corporation shall in any way be affected or
invalidated  by the  fact  that  any of the  directors  of the  Corporation  are
pecuniarily  or otherwise  interested  in, or are directors or officers of, such
other corporation; any director individually,  or any firm of which any director
may be a  member,  may  be a  party  to,  or may  be  pecuniarily  or  otherwise
interested in, any contract or transaction of the Corporation, provided that the
fact that he or such firm is so  interested,  shall be  disclosed  or shall have
been known to the Board of Directors or a majority thereof;  and any director of
the Corporation  who is also a director or officer of such other  corporation or
who is so interested may be counted in determining  the existence of a quorum at
any meeting of the Board of Directors of the  Corporation  which shall authorize
any such  contract or  transaction,  and may vote thereat to authorize  any such
contract  or  transaction  with  like  force  and  effect as if he were not such
director or officer of such other corporation or not so interested.

     TENTH. The Corporation reserves the right to amend, alter, change or repeal
any provision  contained in this Restated  Certificate of Incorporation,  in the
manner now or hereafter  prescribed by statute,  and all rights  conferred  upon
stockholders herein are granted subject to this reservation.

     ELEVENTH.  Except as otherwise  provided in this  Restated  Certificate  of
Incorporation,  any action required or permitted to be taken by the stockholders
of the  Corporation  must be effected at a duly called annual or special meeting
of stockholders of the Corporation and may not be effected by consent in writing
by such  stockholders.  Special meetings of stockholders of this Corporation may
be called only by the Board of Directors pursuant to a resolution  approved by a
majority of the entire  Board of  Directors,  or by the holders of not less than
one-fifth of the combined voting power of the outstanding shares of stock of the
Corporation  entitled to vote generally in the election of directors (by written
notice  delivered to the Secretary of the  Corporation),  upon not less than ten
and not more than sixty days written notice.

     This  Article  ELEVENTH  (and  paragraph  (a)(9) of Article  SEVENTH to the
extent  the  terms  being  amended  are used in this  Article  ELEVENTH)  may be
altered,  amended or repealed or an inconsistent provision adopted only upon the
affirmative  vote of (i) the  holders  of not  less  than  three-fourths  of the
combined  voting  power of the  outstanding  shares of stock of the  Corporation
entitled to vote  generally in the election of directors,  voting  together as a
single class at a meeting  called for such  purpose,  and (ii) in addition,  the
holders of a majority of the combined voting power of the shares of Common Stock
and any other class of stock  voting on such  matter as a single  class with the
Common Stock  actually  voting at such  meeting,  excluding any shares of Common
Stock and other securities of which a Substantial  Stockholder is the Beneficial
Owner.

     TWELFTH.  The  Corporation  shall not engage in any  Affiliate  Transaction
unless the same  shall have been  approved  by a majority  of the  Disinterested
Directors  (including,  until the first annual  meeting of  stockholders  of the
Corporation  held on or after June 1, 1995, at least one Class A Director)  and,
if the Affiliate  Transaction must be approved by stockholders  under applicable
law and no  Substantial  Stockholder  is the record owner of at least 90% of the
outstanding  shares of Common  Stock and any other class of stock voting on such
transaction  as a single  class  with such  Common  Stock,  by the  holders of a
majority of the  combined  voting power of such shares  actually  voting on such
transaction at a meeting called for such purpose, excluding any shares of Common
Stock and other securities of which the Substantial Stockholder involved in such
transaction is the Beneficial  Owner. If, at any time, there is no Disinterested
Director,  a  Substantial  Stockholder  will not be  permitted  to  engage in an
Affiliate  Transaction  except  with the  affirmative  vote of the holders of at
least a majority of the combined  voting power of the shares of Common Stock and
any other class of stock voting on such  transaction  as a single class with the
Common Stock actually voting at a meeting called for such purpose, excluding any
shares  of  Common  Stock  and  other   securities  of  which  such  Substantial
Stockholder is the Beneficial Owner.

     For  purposes of this Article  TWELFTH,  the term  "Affiliate  Transaction"
shall mean:

     (1)  Any merger or  consolidation  of the  Corporation or any subsidiary of
          the Corporation with any Substantial Stockholder,  regardless of which
          entity survives;

     (2)  Any  sale,  lease,  exchange,  mortgage,  pledge,  transfer  or  other
          disposition  (in one  transaction or a series of  transactions)  to or
          with any  Substantial  Stockholder of any assets of the Corporation or
          any subsidiary of the Corporation;

     (3)  The issuance or transfer by the  Corporation  or any subsidiary of the
          Corporation  of  any  securities  of  the   Corporation  or  any  such
          subsidiary  to any  Substantial  Stockholder  in  exchange  for  cash,
          securities or other property (or a combination thereof);

     (4)  Any reclassification of securities,  or any  recapitalization,  of the
          Corporation or any of its subsidiaries, or any merger or consolidation
          of  the  Corporation  with  any of its  subsidiaries  (whether  or not
          involving a Substantial  Stockholder) or any similar  transaction,  if
          the  transaction  would have the effect,  directly or  indirectly,  of
          increasing the  proportionate  share of the outstanding  shares of any
          class of equity or  convertible  securities of the  Corporation or any
          subsidiary,  of  which a  Substantial  Stockholder  is the  Beneficial
          Owner; or

     (5)  Any  other   transaction   between  the  Corporation  or  any  of  its
          subsidiaries  and  a  Substantial  Stockholder,   including,   without
          limitation,   payments  of  compensation   and  management  fees,  but
          excluding customary  directors' fees and other expense  reimbursements
          payable to all directors.

Notwithstanding  the  foregoing,  the  following  shall  be  excluded  from  the
definition of "Affiliate Transaction":

     (1)  Bona fide loans (excluding loans  convertible into equity) made to the
          Corporation  or any of its  subsidiaries  by one or  more  Substantial
          Stockholders in an aggregate  amount not to exceed  $10,000,000 in any
          12-month period;

     (2)  Issuances  to a  Substantial  Stockholder  in bona fide  offerings  of
          equity,  convertible or  equity-related  securities of the Corporation
          made for the purpose of raising capital (excluding offerings primarily
          intended as management or employee  compensation) on the same terms as
          are  offered  to  participants  who  are not  Affiliates,  Associates,
          directors, officers or employees of the Corporation or any Substantial
          Stockholder or any  subsidiary of any thereof,  but only to the extent
          such  issuance  is required  to prevent  dilution of such  Substantial
          Stockholder's   percentage   interest  in  the  Common  Stock  of  the
          Corporation on a fully diluted basis;

     (3)  The  repurchase  of  debt  or  equity  securities  from a  Substantial
          Stockholder  on terms  identical  to those being  offered to all other
          holders  of the same  securities  or,  in the case of debt  securities
          only, at market;

     (4)  The preparation and filing of one or more registration statements with
          respect to securities of the  Corporation  received by any Substantial
          Stockholder  pursuant to or in connection with the Plan and payment of
          reasonable  expenses  associated  therewith,  other than  underwriting
          discounts and commissions,  and all actions relating to the foregoing;
          and

     (5)  Immaterial transactions in the ordinary course of business between the
          Corporation   or  any  of  its   subsidiaries   and  any   Substantial
          Stockholder.

     For purposes of this Article  TWELFTH,  the term  "Disinterested  Director"
shall mean any member of the Board of Directors of the  Corporation  who, at the
relevant  time, is not an employee or officer of the  Corporation  or any of its
subsidiaries,  Affiliates or Associates, and is not a Substantial Stockholder or
a director, officer or employee of a Substantial Stockholder.

     This Article TWELFTH (and paragraph (a)(9) of Article SEVENTH to the extent
the terms  being  amended  are used in this  Article  TWELFTH)  may be  altered,
amended  or  repealed  or  an  inconsistent  provision  adopted  only  upon  the
affirmative  vote of (i) the  holders  of not  less  than  three-fourths  of the
combined  voting  power of the  outstanding  shares of stock of the  Corporation
entitled to vote  generally in the election of directors,  voting  together as a
single class at a meeting  called for such  purpose,  and (ii) in addition,  the
holders of a majority of the combined voting power of the shares of Common Stock
(and,  in the case of any  alteration,  amendment  or repeal or  adoption  of an
inconsistent  provision  not relating to Class A  Directors,  any other class of
stock  voting on such matter as a single class with the Common  Stock)  actually
voting  at such  meeting,  excluding  any  shares  of  Common  Stock  (or  other
securities) of which a Substantial Stockholder is the Beneficial Owner.

     In accordance  with Section  203(b) of the General  Corporation  Law of the
State of Delaware,  the Corporation  hereby elects not to be governed by Section
203 of the General  Corporation Law of the State of Delaware which restricts the
consummation   of  certain   business   combination   transactions   in  certain
circumstances.

THIRTEENTH.

     1. In addition to any affirmative vote required or permitted by law or this
Restated  Certificate of Incorporation  or the By-Laws of the  Corporation,  and
except as  otherwise  expressly  provided  in  Paragraphs  l(a) and l(b) of this
Article  THIRTEENTH,  the Corporation shall not effect,  directly or indirectly,
any Stock Repurchase from an Interested Stockholder unless said Stock Repurchase
is  authorized  by the  affirmative  vote of the  holders of a  majority  of the
combined  voting  power of the  outstanding  shares of stock of the  Corporation
entitled to vote generally in the election of directors ("Voting Stock"), voting
together as a single class,  actually  voting on such  transaction  at a meeting
called for such purpose,  excluding any shares which are  beneficially  owned by
such Interested Stockholder.

     The preceding  provision of this Article THIRTEENTH shall not be applicable
to any Stock Repurchase from an Interested  Stockholder if such Stock Repurchase
is effected by the Corporation pursuant to:

     (a)  a tender offer or exchange offer by the Corporation for some or all of
          the  outstanding  shares  of  any  or  all  classes  of  stock  of the
          Corporation made on the same terms to all holders of such shares; or

     (b)  an open market stock purchase  program approved by a majority of those
          members of the Board of  Directors  who are not  directors,  officers,
          employees,  Affiliates or Associates of an Interested  Stockholder  or
          any Affiliate or Associate of an Interested Stockholder.

     2. For purposes of this Article THIRTEENTH:

     (a)  The  following  terms shall be defined by reference to the  Securities
          Exchange  Act of 1934  and  the  Rules  in  effect  thereunder  on the
          Effective Date:  "Affiliate" under Rule 12b-2;  "Associate" under Rule
          12b-2;  "Subsidiary"  under Rule 12b-2;  and "Beneficial  Owner" under
          Rule 13d-3.

     (b)  An  "Interested  Stockholder"  shall  mean a  Person  (other  than any
          Subsidiary of the  Corporation,  any  profit-sharing,  employee  stock
          ownership or other  employee  benefit plan of the  Corporation  or any
          Subsidiary  of the  Corporation,  or any trustee of or fiduciary  with
          respect to any such plan when  acting in such  capacity,  all of which
          shall be excluded from such definition) who: (i) has been a Beneficial
          Owner for a period of less  than two  years  immediately  prior to the
          Determination  Date  of  five  percent  or  more  of  the  issued  and
          outstanding  shares of Voting Stock  (including any Voting Stock which
          such Person or any of its  Affiliates or Associates  has (a) the right
          to acquire  (whether  such right is  exercisable  immediately  or only
          after the passage of time), pursuant to any agreement,  arrangement or
          understanding  or upon the  exercise of  conversion  rights,  exchange
          rights,  warrants or options,  or otherwise,  or (b) the right to vote
          pursuant to any agreement,  arrangement or understanding);  or (ii) is
          an Affiliate of the Corporation  who was the Beneficial  Owner of five
          percent or more of the issued and  outstanding  shares of Voting Stock
          at any  time  within  the  two-year  period  immediately  prior to the
          Determination  Date;  or  (iii)  is an  assignee  of or has  otherwise
          succeeded to any shares of Voting Stock which were beneficially  owned
          by any Interested  Stockholder at any time within the two-year  period
          immediately  prior to the  Determination  Date, if such  assignment or
          succession  shall  have  occurred  in the course of a  transaction  or
          series of  transactions  not  involving a public  offering  within the
          meaning of the Securities Act of 1933.

     (c)  The term "Stock Repurchase" shall mean any direct or indirect purchase
          by the  Corporation or any Subsidiary of the Corporation of any shares
          of the Voting  Stock at a price  greater than the Market Price of such
          shares,  or any direct or  indirect  purchase  of such  shares for any
          consideration other than cash.

     (d)  "Market  Price"  shall mean the closing sale price on the last trading
          day  immediately  preceding the  Determination  Date of a share of the
          Corporation's  Voting Stock on the  Composite  Tape for New York Stock
          Exchange-Listed Stocks, or, if such Voting Stock is not listed on such
          Exchange,  on the principal United States securities exchange on which
          such Voting Stock is listed, or, if such Voting Stock is not listed on
          any such  exchange,  the closing bid quotation with respect to a share
          of such Voting Stock on the last trading day immediately preceding the
          Determination Date on the National  Association of Securities Dealers,
          Inc. Automated Quotations System or any similar system then in use, or
          if no such  quotations  are  available,  the fair market  value on the
          Determination  Date of a share of such Voting Stock as  determined  in
          good faith by a majority of the Board of Directors.

     (e)  "Determination  Date" shall mean the date upon which the determination
          of Market Price is made by the Board of Directors.

     (f)  The term "Person"  shall mean any  individual,  firm,  corporation  or
          other entity and shall include any group comprising any person and any
          other  person with whom such person or any  Affiliate  or Associate of
          such person has any agreement, arrangement or understanding,  directly
          or  indirectly,  for the  purpose  of  acquiring,  holding,  voting or
          disposing of stock.

     3. The Board of Directors  shall have the power and duty to  determine  for
the purposes of this Article THIRTEENTH on the basis of information known to its
members after reasonable inquiry,  (1) whether a Person Is, and if so, when such
Person  became,  an Interested  Stockholder,  (2) the number of shares of Voting
Stock of the Corporation or other securities of which any Person is a Beneficial
Owner and the number of votes entitled to be cast by such Person,  (3) whether a
Person is an  Affiliate  or  Associate  of  another,  and (4)  whether the price
proposed to be paid for any shares of stock of the  Corporation  is in excess of
the Market Price of such shares. Any such determination made in good faith shall
be binding on and conclusive for all parties.

For the purposes of  determining  whether a Person is an Interested  Stockholder
pursuant to Paragraph 2(b) of this Article, the shares of Voting Stock deemed to
be  outstanding  shall include shares deemed  beneficially  owned by such Person
through application of Paragraph 2(a) of this Article, but shall not include any
other  shares of Voting  Stock that may be issuable  pursuant to any  agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.

     4.  Notwithstanding any other provision of law which might otherwise permit
a lesser vote or no vote, but in addition to any affirmative vote of the holders
of any  particular  class  of  Voting  Stock  required  by law or this  Restated
Certificate of  Incorporation,  the affirmative  vote of the holders of at least
three-fourths of the Voting Stock,  voting together as a single class,  shall be
required to alter,  amend, adopt any provision  inconsistent with or repeal this
Article THIRTEENTH.

     5.  Notwithstanding  anything  contained in this  Restated  Certificate  of
Incorporation  to the  contrary,  Paragraph 4 of this  Article  THIRTEENTH  will
expire and have no further force' and effect,  without any action on the part of
the stockholders or Board of Directors of the  Corporation,  at the first annual
meeting of the  stockholders  of the  Corporation  held on or after June 1, 1995
unless such provisions are continued in effect by the  affirmative  vote at such
meeting of the holders of not less than a majority of the combined  voting power
of the outstanding shares of stock of the Corporation entitled to vote generally
in the election of directors, voting together as a single class.

     FOURTEENTH. A director of the Corporation shall not be personally liable to
the  Corporation  or its  stockholders  for  monetary  damages for any breach of
fiduciary  duty by such  director  as a  director,  except (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation  Law, or (iv) for any transaction from which the director derived an
improper  personal  benefit.  The Corporation  shall indemnify its directors and
officers to the fullest extent  permitted by Section 145 of the Delaware General
Corporation  Law. No  amendment to or repeal of this  Article  FOURTEENTH  shall
apply to or have  any  effect  on the  liability  or  alleged  liability  of any
director of the Corporation for or with respect to any acts or omissions of such
director  occurring prior to such amendment or repeal.  If the Delaware  General
Corporation  Law is  amended  hereafter  to expand or limit the  liability  of a
director,  then the liability of a director of the Corporation shall be expanded
to the fullest extent required or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.

     FIFTEENTH.  No director or Substantial Stockholder (as that term is defined
in Article  SEVENTH  hereof) shall have any obligation to bring to the attention
of the Corporation any business or other corporate opportunity which has come to
his or its attention solely by virtue of his or its involvement, as the case may
be, in any business  enterprise (other than the Corporation or its subsidiaries)
in which such director or Substantial Stockholder has an interest.

     SIXTEENTH.  Except as provided in Articles FOURTEENTH and FIFTEENTH hereof,
nothing  contained  in this  Restated  Certificate  of  Incorporation  shall  be
construed to relieve any person or entity from any fiduciary  obligation imposed
by law.


Signed and attested to as of July 29, 1992.


                                      /s/  R.B. Loynd
                                      -----------------------
                                      President


Attest:

  /s/ D. A. Patterson
--------------------------
Secretary





STATE OF MISSOURI          )
                           )    ss.:
COUNTY OF ST.  LOUIS       )


     BE IT REMEMBERED  THAT,  on July 29, 1992,  before me, a Notary Public duly
authorized by law to take  acknowledgement of deeds,  personally came R.B. Loynd
who duly signed the foregoing  instrument  before me and acknowledged  that such
signing is his act and deed,  that such  instrument  as  executed is the act and
deed of said corporation, and that the facts stated therein are true.

     GIVEN under my hand on July 29, 1992.


                                /s/  Betty Mathes
                               ---------------------------------------------
                                Notary Public
<PAGE>


                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION


     INTERCO  INCORPORATED,  a corporation  organized and existing  under and by
virtue of the  General  Corporation  Law of the State of  Delaware,  DOES HEREBY
CERTIFY:

     FIRST: That the Board of Directors of said  corporation,  at a meeting duly
convened and held on the 26th day of January,  1993,  proposed amendments to the
corporation's Restated Certificate of Incorporation, and at such meeting adopted
resolutions setting forth the amendments proposed,  declaring their advisability
and  directing  that the  amendments  proposed be  considered at the next annual
meeting of stockholders of said corporation; said amendments are as follows:

     The Restated  Certificate of Incorporation of INTERCO  INCORPORATED be, and
it hereby is, amended as follows:

     Article FOURTH is hereby amended by deleting the third paragraph thereof.

     Article  SEVENTH  is  hereby  amended  by  deleting  Paragraph  (a)(2)  and
substituting the following in lieu thereof:

          "(2) As of the Effective  Date,  The Board of Directors  (exclusive of
     Preferred  Stock  Directors,  if any) was divided  into three  classes,  as
     nearly  equal in size as  possible,  with the term of  office  of one class
     expiring each year.  Subject to the provisions of Paragraphs (a)(3) and (b)
     of this Article  SEVENTH,  (i) the terms of one such class of the directors
     in office as of the Effective Date shall expire at the first annual meeting
     of  stockholders  held after the Effective Date, the terms of a second such
     class of such  directors  shall  expire at the  second  annual  meeting  of
     stockholders held after the Effective Date, and the terms of the third such
     class of such  directors  shall  expire  at the  third  annual  meeting  of
     stockholders held after the Effective Date, and (ii) at each annual meeting
     of  stockholders,  directors  of each  class the term of which  shall  then
     expire  shall be elected to hold  office for a one-year  term and until the
     election and qualification of their respective successors in office. If the
     number of  directors  (other than  Preferred  Stock  Directors,  if any) is
     changed,  any  increase or decrease  shall be  apportioned  by the Board of
     Directors  among the  classes so that the number in each class  shall be as
     nearly  equal as  possible.  Election  of  directors  need not be by ballot
     unless the By-Laws so provide."

     Article  SEVENTH is hereby further  amended by deleting the date,  "June 1,
1995" in the first and last  sentences of Paragraph  (a)(3) and in Paragraph (b)
and substituting in lieu thereof the date, "May 1, 1995."

     Article  TWELFTH is hereby amended by deleting the date,  "June 1, 1995" in
the first  sentence of the Article and  substituting  in lieu  thereof the date,
"May 1, 1995."

     SECOND: That thereafter,  pursuant to resolution of its Board of Directors,
an annual meeting of the  stockholders  of said  corporation was duly called and
held, upon notice in accordance with Section 222 of the General  Corporation Law
of the State of Delaware  at which  meeting  the  necessary  number of shares as
required by statute were voted in favor of the amendments.

     THIRD:  That said  amendments  were duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

     FOURTH:  That the capital of said  corporation will not be reduced under or
by reason of said amendments.

     IN WITNESS WHEREOF, said INTERCO INCORPORATED has caused its corporate seal
to be hereunto  affixed and this  certificate  to be signed by Richard B. Loynd,
its Chairman of the Board,  and attested by Duane A.  Patterson,  its Secretary,
this 5th day of May, 1993.

                                    INTERCO INCORPORATED


ATTEST:                        By  /s/  Richard B. Loynd
                                   ---------------------------------
                                        Richard B. Loynd
By  /s/  Duane A. Patterson             Chairman of the Board
  --------------------------
     Duane A. Patterson
     Secretary


<PAGE>


                   Certificate of Ownership and Merger Merging

                             Interco Furniture, Inc.

                            into INTERCO INCORPORATED

               Pursuant to Section 253 of The General Corporation
                          Law of the State of Delaware



     INTERCO INCORPORATED,  a corporation organized and existing pursuant to the
provisions  of the  General  Corporation  Law  of the  State  of  Delaware  (the
"Corporation") DOES HEREBY CERTIFY:

     FIRST:  That the  Corporation  owns all the  outstanding  capital  stock of
Interco Furniture,  Inc., a Delaware corporation (the "Subsidiary Corporation");
and

     SECOND:  That by  resolutions of its board of directors duly adopted on the
30th day of January  1996,  the  Corporation  determined to effect a merger into
itself  (the  "Merger")  of the  Subsidiary  Corporation.  A true  copy  of such
resolutions,  which have not been  modified  or amended and remain in full force
and effect on the date hereof, it attached hereto as Exhibit A; and

     THIRD:  That the Merger  shall  become  effective at 12:01 a.m. on March 1,
1996; and

     FOURTH:  That the  Corporation  shall be the surviving  corporation  in the
Merger; and

     FIFTH:  That  upon  the  effectiveness  of  the  Merger,  the  name  of the
Corporation  as  specified  in  Paragraph  1(a)  of the  Corporation's  Restated
Certificate  of  Incorporation,  as  heretofore  amended,  shall be  changed  to
Furniture Brands International, Inc.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Ownership and Merger to be signed by its Chairman and attested by its Secretary,
and its  corporate  seal to be  affixed  hereto as of the 26th day of  February,
1996.


                                 INTERCO INCORPORATED

                        By:      /s/  R.B. Loynd
                                 --------------------------------------------
                                  Richard B. Loynd, Chairman


Attest:

   /s/ Lynn Chipperfield
----------------------------
Lynn Chipperfield, Secretary



<PAGE>


                      RESOLUTIONS OF THE BOARD OF DIRECTORS

                                       OF

                              INTERCO INCORPORATED



RESOLVED,   That  Interco  Furniture,   Inc.,  a  Delaware   corporation,   (the
"Subsidiary"),  shall be merged into the corporation  pursuant to Section 253 of
the General  Corporation Law of the State of Delaware (the  "Merger");  and that
the Merger shall become effective, and the corporate existence of the Subsidiary
shall  cease at 12:01  a.m.  on  March 1,  1996  (such  time  being  called  the
"Effective Time").

RESOLVED,  That the Corporation shall be the surviving corporation in the Merger
(the  "Surviving  Corporation"),  which shall  continue its corporate  existence
under  the  General  Corporation  Law of the  State of  Delaware  (the  `DGCL"),
including  the  provisions  of Section 259  thereof,  and shall  possess all the
rights  and  assets  of  each  of  the   Corporation  and  the  Subsidiary  (the
"Constituent  Corporations") in the Merger and be subject to all the liabilities
and obligations of each of the  Constituent  Corporations in accordance with the
provisions of the DGCL.

RESOLVED, That from and after the Effective Time the name of the Corporation, as
specified  in  Paragraph  1(a)  of the  Corporation's  Restated  Certificate  of
Incorporation,  as  heretofore  amended,  shall be changed to  Furniture  Brands
International, Inc.

RESOLVED, That, except as hereinabove provided in these resolutions with respect
to the name of the Corporation,  the Restate Certificate of Incorporation of the
Corporation,  as heretofore amended,  shall continue in full force and effect as
the certificate of incorporation of the Surviving Corporation,  until amended as
provided by law.

RESOLVED,  That the Corporation shall file a Certificate of Ownership and Merger
with the  Secretary  of State of the State of Delaware  pursuant to Sections 103
and 253 of the DGCL.  As soon as  practicable  following  such  filing  with the
Secretary of State, the Surviving  Corporation shall file or cause to be filed a
copy of the  aforesaid  Certificate  of Ownership  and Merger,  certified by the
Secretary  of State of the State of  Delaware,  in the office of the Recorder of
the  County of New  Castle  in the  State of  Delaware  in  accordance  with the
provisions of Sections 103 and 253 of the DGCL.



<PAGE>


                              C E R T I F I C A T E



     The undersigned,  Secretary of INTERCO INCORPORATED, a Delaware corporation
(the  "Corporation"),  certifies that attached hereto is a true and correct copy
of  resolutions  duly adopted by the Board of directors of the  Corporation at a
meeting duly called and held on January 30, 1996,  at which a quorum was present
and acting throughout, and that said resolutions have not been amended, modified
or rescinded and remain in full force and effect on the date hereof.

     IN WITNESS WHEREOF,  I have hereunto signed my name and affixed the seal of
the Corporation.





                                     /s/  Lynn Chipperfield
                                     -----------------------------------------
                                     Lynn Chipperfield, Secretary




Dated:  February 26, 1996



<PAGE>


                                STATE of DELAWARE
                           CERTIFICATE of AMENDMENT of
                    RESTATED CERTIFICATE of INCORPORATION of
                      FURNITURE BRANDS INTERNATIONAL, INC.


o    First:  That at a meeting of the Board of  Directors  of  Furniture  Brands
     International,  Inc. a resolution was duly adopted setting forth a proposed
     amendment of the Restated Certificate of Incorporation of said corporation,
     declaring  said  amendment  to be advisable  and calling for  consideration
     thereof at the next annual meeting of stockholders.  The resolution setting
     forth the proposed amendment is as follows:

     Resolved,   that  the  Restated   Certificate  of   Incorporation  of  this
     corporation be amended by deleting the first sentence of Article FOURTH and
     inserting the following in lieu thereof:

               "The total number of shares of capital stock of all classes which
          this  Corporation  shall have  authority  to issue is Two  Hundred Ten
          Million  (210,000,000)  shares,  all of such  shares  shall be without
          nominal  or par  value;  Ten  Million  (10,000,000)  shares  shall  be
          Preferred Stock and Two Hundred Million  (200,000,000) shares shall be
          Common Stock."

o    Second: That thereafter,  pursuant to resolution of its Board of Directors,
     an annual meeting of the  stockholders of said  corporation was duly called
     and held,  upon  notice  in  accordance  with  Section  222 of the  General
     Corporation  Law of the State of  Delaware at which  meeting the  necessary
     number  of  shares  as  required  by  statute  were  voted  in favor of the
     amendment.

o    Third:  That  said  amendment  was  duly  adopted  in  accordance  with the
     provisions  of Section 242 of the General  Corporation  Law of the State of
     Delaware.

o    Fourth:  That the capital of said corporation shall not be reduced under or
     by reason of said amendment.




                           By:   /s/  Lynn Chipperfield
                                 ----------------------------------------------
                                 Lynn Chipperfield
                                 Senior Vice President, Secretary and
                                     Chief Administrative Officer