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 June 30, 2003 or

     TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (D)  OF THE  SECURITIES
     EXCHANGE  ACT OF 1934
     For  the  transition  period  from  ____________  to ____________

     Commission file number I-91
                            ----

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


          Delaware                                             43-0337683
-------------------------------                         ------------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

101 South Hanley Road, St. Louis, Missouri                       63105
-------------------------------------------             ------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code        (314) 863-1100
                                                     ------------------------




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


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                              Yes  X    No
                                                 -----     ------

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


                      55,754,382 shares as of July 31, 2003
                      -------------------------------------


<PAGE>


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

Item 1.  Financial Statements

Consolidated Financial Statements for the quarter ended June 30, 2003.

                  Consolidated Balance Sheets

                  Consolidated Statements of Operations:

                           Three Months Ended June 30, 2003
                           Three Months Ended June 30, 2002

                           Six Months Ended June 30, 2003
                           Six Months Ended June 30, 2002

                  Consolidated Statements of Cash Flows:

                           Six Months Ended June 30, 2003
                           Six Months Ended June 30, 2002

                  Notes to Consolidated Financial Statements

The financial statements are unaudited,  but include all adjustments (consisting
of normal recurring  adjustments)  which the management of the Company considers
necessary for a fair presentation of the results of the period.  The results for
the  three  months  and six  months  ended  June 30,  2003  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)

                                                                                             June 30,          December 31,
                                                                                                2003                  2002
                                                                                          ----------           -----------
ASSETS

Current assets:
<S>                                                                                       <C>                   <C>
  Cash and cash equivalents......................................................         $   14,927            $   15,074
  Receivables, less allowances of $23,241
    ($20,751 at December 31, 2002)...............................................            394,103               375,050
  Inventories...(Note 1).........................................................            433,673               432,104
  Deferred income taxes..........................................................             17,470                17,768
  Prepaid expenses and other current assets......................................             13,738                 9,463
                                                                                          ----------            ----------
    Total current assets.........................................................            873,911               849,459
                                                                                          ----------            ----------

Property, plant and equipment....................................................            680,699               660,937
  Less accumulated depreciation..................................................            351,347               327,566
                                                                                          ----------            ----------
    Net property, plant and equipment............................................            329,352               333,371
                                                                                          ----------            ----------

Goodwill.........................................................................            184,480               184,480
Other intangible assets..........................................................            171,008               171,008
Other assets                                                                                  28,039                29,084
                                                                                          ----------            ----------
                                                                                          $1,586,790            $1,567,402
                                                                                          ==========            ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accrued interest expense.......................................................         $    2,813            $    3,018
  Accounts payable and other accrued expenses....................................            185,751               194,346
                                                                                          ----------            ----------
    Total current liabilities....................................................            188,564               197,364
                                                                                          ----------            ----------

Long-term debt                                                                               343,200               374,800
Deferred income taxes............................................................             59,464                58,850
Other long-term liabilities......................................................             68,939                66,873

Shareholders' equity:
  Preferred stock, authorized 10,000,000
    shares, no par value - issued, none..........................................                -                     -
  Common stock, authorized 200,000,000 shares,
    $1.00 stated value - issued 56,277,066
    shares at June 30, 2003 and December 31, 2002................................             56,277                56,277
  Paid-in capital                                                                            221,774               221,696
  Retained earnings..............................................................            691,950               639,334
  Accumulated other comprehensive income (Note 3)................................            (33,117)              (35,917)
  Treasury stock at cost (542,534 shares at
    June 30, 2003 and 627,884 shares at
    December 31, 2002)...........................................................            (10,261)              (11,875)
                                                                                          ----------            ----------
    Total shareholders' equity...................................................            926,623               869,515
                                                                                          ----------            ----------
                                                                                          $1,586,790            $1,567,402
                                                                                          ==========            ==========

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
                                                                                               June 30,                June 30,
                                                                                                  2003                    2002
                                                                                          ------------            ------------

<S>                                                                                       <C>                     <C>
Net sales........................................................................         $    579,612            $    604,511

Costs and expenses:
  Cost of operations.............................................................              420,557                 429,577

  Selling, general and administrative expenses...................................              105,414                 108,470

  Depreciation and amortization..................................................               12,614                  12,266
                                                                                          ------------            ------------

Earnings from operations.........................................................               41,027                  54,198

Interest expense                                                                                 4,868                   5,492

Other income, net                                                                                  959                     996
                                                                                          ------------            ------------

Earnings before income tax expense...............................................               37,118                  49,702

Income tax expense...............................................................               13,543                  17,617
                                                                                          ------------            ------------

Net earnings                                                                              $     23,575            $     32,085
                                                                                          ============            ============

Net earnings per common share:

  Basic..........................................................................              $  0.42                 $  0.58
                                                                                               =======                 =======

  Diluted........................................................................              $  0.42                 $  0.57
                                                                                               =======                 =======

Weighted average common shares outstanding (Note 2):

  Basic..........................................................................           55,697,528              55,553,253
                                                                                            ==========              ==========

  Diluted........................................................................           56,216,090              56,698,417
                                                                                            ==========              ==========


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)

                                                                                            Six Months              Six Months
                                                                                                 Ended                   Ended
                                                                                               June 30,                June 30,
                                                                                                  2003                    2002
                                                                                            ----------              ----------

<S>                                                                                         <C>                     <C>
Net sales........................................................................           $1,193,456              $1,238,972

Costs and expenses:
  Cost of operations.............................................................              857,056                 885,828

  Selling, general and administrative expenses...................................              219,602                 218,768

  Depreciation and amortization..................................................               25,518                  24,822
                                                                                            ----------              ----------

Earnings from operations.........................................................               91,280                 109,554

Interest expense                                                                                 9,925                  11,094

Other income, net                                                                                1,728                   2,070
                                                                                            ----------              ----------

Earnings before income tax expense...............................................               83,083                 100,530

Income tax expense...............................................................               30,467                  35,674
                                                                                            ----------              ----------

Net earnings                                                                                $   52,616              $   64,856
                                                                                            ==========              ==========

Net earnings per common share:

  Basic..........................................................................              $  0.95                 $  1.17
                                                                                               =======                 =======

  Diluted........................................................................              $  0.94                 $  1.15
                                                                                               =======                 =======

Weighted average common shares outstanding (Note 2):

  Basic..........................................................................           55,675,831              55,375,196
                                                                                            ==========              ==========

  Diluted........................................................................           56,108,081              56,570,135
                                                                                            ==========              ==========


See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                                                                   Six Months            Six Months
                                                                                                        Ended                 Ended
                                                                                                      June 30,              June 30,
                                                                                                         2003                  2002
                                                                                                   ----------            ----------

Cash flows from operating activities:
<S>                                                                                                <C>                   <C>
  Net earnings........................................................................             $   52,616            $   64,856
  Adjustments to reconcile net earnings to net cash
    provided by operating activities:
      Depreciation and amortization...................................................                 25,518                24,822
      Other noncash items, net........................................................                    502                     5
      Increase in receivables.........................................................                (19,053)              (35,311)
      Increase in inventories.........................................................                 (1,569)              (23,522)
      Increase in prepaid expenses and other assets...................................                 (2,861)               (3,854)
      Increase (decrease)in accounts payable, accrued
        interest expense and other accrued expenses...................................                 (8,470)               30,040
      Increase (decrease) in net deferred tax liabilities.............................                   (473)                4,319
      Increase in other long-term liabilities.........................................                  7,654                   801
                                                                                                   ----------            ----------
  Net cash provided by operating activities...........................................                 53,864                62,156
                                                                                                   ----------            ----------

Cash flows from investing activities:
  Proceeds from the disposal of assets................................................                    157                 1,193
  Additions to property, plant and equipment..........................................                (23,745)              (28,564)
                                                                                                   ----------            ----------
  Net cash used by investing activities...............................................                (23,588)              (27,371)
                                                                                                   ----------            ----------

Cash flows from financing activities:
  Payments of long-term debt..........................................................                (31,600)              (49,000)
  Proceeds from the issuance of treasury stock........................................                  1,177                13,114
                                                                                                   ----------            ----------
  Net cash used by financing activities...............................................                (30,423)              (35,886)
                                                                                                   ----------            ----------

Net decrease in cash and cash equivalents.............................................                   (147)               (1,101)
Cash and cash equivalents at beginning of period......................................                 15,074                15,707
                                                                                                   ----------            ----------
Cash and cash equivalents at end of period............................................             $   14,927            $   14,606
                                                                                                   ==========            ==========

Supplemental Disclosure:
  Cash payments for income taxes, net.................................................             $   35,908            $   24,473
                                                                                                   ==========            ==========

  Cash payments for interest..........................................................             $    9,912            $   10,260
                                                                                                   ==========            ==========


See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
(Unaudited)
             
                                         <c>                 <c>     <c>                       <c>
(1)  Inventories are summarized as follows:

                                                                                        June 30,            December 31,
                                                                                           2003                    2002
                                                                                    -----------             -----------

        Finished products                                                           $   264,472             $   248,219
        Work-in-process                                                                  57,577                  65,196
        Raw materials                                                                   111,624                 118,689
                                                                                    ------------            -----------
                                                                                    $   433,673             $   432,104
                                                                                    ============            ===========

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

                                                           Three Months Ended                      Six Months Ended
                                                     --------------------------------       ---------------------------------
                                                    June 30, 2003       June 30, 2002       June 30, 2003       June 30, 2002
                                                    -------------       -------------       -------------       -------------

       Weighted average shares used
         for basic net earnings per
         common share                                  55,697,528          55,553,253          55,675,831          55,375,196
       Effect of dilutive securities:
         Stock options                                    518,562           1,145,164             432,250           1,194,939
                                                     ------------        ------------          ----------        ------------
       Weighted average shares used
         for diluted net earnings
         per common share                              56,216,090          56,698,417          56,108,081          56,570,135
                                                     ============        ============          ==========-       ============

(3)  Other comprehensive income is as follows:

                                                                                     Six Months              Six Months
                                                                                          Ended                   Ended
                                                                                        June 30,                June 30,
                                                                                           2003                    2002
                                                                                    -----------             -----------

        Net earnings                                                                $    52,616             $    64,856
        Other comprehensive income, net
          of tax:
            Financial instruments accounted
              for as hedges                                                               2,573                  (1,585)
            Foreign currency translation                                                    227                     550
                                                                                    -----------             -----------
            Other comprehensive income                                                    2,800                  (1,035)
                                                                                    -----------             -----------
                                                                                    $    55,416             $    63,821
                                                                                    ===========             ===========

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

                                                                                        June 30,            December 31,
                                                                                           2003                    2002
                                                                                    -----------             -----------

        Market value of financial
          instruments accounted
          for as hedges                                                             $    (6,407)            $    (8,980)
        Minimum pension liability                                                       (26,512)                (26,512)
        Foreign currency translation                                                       (198)                   (425)
                                                                                    -----------             -----------
                                                                                    $   (33,117)            $   (35,917)
                                                                                    ===========             ===========



<PAGE>



(4)  The Company accounts for stock-based employee  compensation plans under the
     intrinsic value based method. No stock-based employee  compensation expense
     is reflected in net income,  as all options  granted had an exercise  price
     equal to the market  value of the  underlying  common  stock on the date of
     grant. Had compensation expense for the Company's stock-based  compensation
     plan been  determined  consistent  with SFAS No. 123,  net earnings and net
     earnings per common share would have been as follows:

                                                             Three Months Ended               Six Months Ended
                                                                  June 30,                         June 30,
                                                            -------------------------      -------------------------
                                                              2003            2002           2003            2002
                                                            ---------       ---------      ---------       ---------

        Net earnings, as reported                             $23,575        $32,085        $52,616         $64,856

        Add: Stock-based employee
          compensation expense, included
          in reported net earnings,
          net of related tax benefit                             -              -              -               -

        Deduct: Total stock-based
          employee compensation expense
          determined under fair value
          based method for all awards,
          net of tax benefit                                   (1,405)        (1,323)        (2,776)         (2,646)
                                                              -------        -------        -------         -------

        Net earnings, pro forma                               $22,170        $30,762        $49,840         $62,210
                                                              =======        =======        =======         =======

        Earnings per share:
          Basic - as reported                                   $0.42          $0.58          $0.95           $1.17
          Basic - pro forma                                     $0.40          $0.55          $0.90           $1.12

          Diluted - as reported                                 $0.42          $0.57          $0.94           $1.15
          Diluted - pro forma                                   $0.40          $0.54          $0.90           $1.10



(5)  The Company has provided  lease  guarantees  for some  independent  dealers
     opening  stores under  specific  arrangements  for certain of the Company's
     operating units (e.g. Thomasville or Drexel Heritage). The lease guarantees
     range from one to fifteen years and  generally  require the Company to make
     lease  payments  in the event of  default  by the  dealer.  In the event of
     default, the Company has the right to assign or assume the lease. The total
     future lease payments guaranteed at June 30, 2003 were $84,871. The Company
     believes  the risk of  significant  loss from  these  lease  guarantees  is
     remote.

</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 one of the largest  manufacturers 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 and Six Months Ended June 30, 2003 and 2002

     Selected  financial  information  for the three months and six months ended
     June 30, 2003 and June 30, 2002 is presented below:

     (Dollars in millions except per share data)


<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                -----------------------------------------------------------------
                                                                       June 30, 2003                        June 30, 2002
                                                                ------------------------------        ---------------------------
                                                                                     % of                                % of
                                                                      Dollars       Net Sales          Dollars        Net Sales
                                                                     ---------      ----------        ---------       ----------
<S>                                                                  <C>                <C>            <C>               <C>
   Net sales                                                         $  579.6           100.0%         $  604.5          100.0%
   Earnings from operations                                              41.0             7.1%             54.2            9.0%
   Interest expense                                                       4.8             0.8%              5.5            0.9%
   Income tax expense                                                    13.6             2.3%             17.6            2.9%
   Net earnings                                                          23.6             4.1%             32.1            5.3%
   Net earnings per common share-diluted                                 0.42              -               0.57             -

   Gross profit (1)                                                  $  148.8            25.7%         $  164.4           27.2%



                                                                                      Six Months Ended
                                                                -----------------------------------------------------------------
                                                                       June 30, 2003                        June 30, 2002
                                                                ------------------------------        ---------------------------
                                                                                     % of                                % of
                                                                      Dollars       Net Sales          Dollars        Net Sales
                                                                     ---------      ----------        ---------       ----------

   Net sales                                                        $1,193.4           100.0%         $1,239.0           100.0%
   Earnings from operations                                             91.3             7.6%            109.6             8.8%
   Interest expense                                                      9.9             0.8%             11.1             0.9%
   Income tax expense                                                   30.5             2.6%             35.6             2.9%
   Net earnings                                                         52.6             4.4%             64.9             5.2%
   Net earnings per common share-diluted                                0.94              -               1.15              -

   Gross profit (1)                                                 $  315.4            26.4%         $  331.5            26.8%

(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                  Six Months Ended
                                                                      June 30,                           June 30,
                                                             --------------------------         -----------------
                                                               2003             2002              2003              2002
                                                            ----------       ----------        ----------        -------
                  Net sales                                   $  579.6          $  604.5          $1,193.4          $1,239.0
                  Cost of operations                             420.5             429.5             857.0             885.8
                  Depreciation (associated with
                    cost of goods sold)                           10.3              10.6              21.0              21.7
                                                              --------          --------          ---------         --------
                  Gross profit                                $  148.8          $  164.4          $  315.4          $  331.5
                                                              ========         =========         ========-         ========

</TABLE>
<PAGE>

     Net sales for the three  months  ended June 30, 2003 were  $579.6  million,
     compared  to $604.5  million in the three  months  ended June 30,  2002,  a
     decrease of $24.9 million or 4.1%.  For the six months ended June 30, 2003,
     net sales  decreased  $45.6  million  or 3.7%,  to  $1,193.4  million  from
     $1,239.0  million for the six months ended June 30, 2002. The soft business
     environment the residential  furniture  industry has been  experiencing for
     nearly three years continued in the second quarter ended June 30, 2003.

     Earnings from  operations for the three months ended June 30, 2003 and June
     30,  2002  were  $41.0  million  and  $54.2  million,  respectively.  As  a
     percentage  of net sales,  earnings  from  operations  for the three months
     ended June 30, 2003 and June 30, 2002 were 7.1% and 9.0%, respectively. For
     the six  months  ended  June 30,  2003 and June  30,  2002,  earnings  from
     operations  were $91.3 million and $109.6 million,  respectively.  Earnings
     from  operations  for the six months  ended June 30, 2003 and June 30, 2002
     were 7.6% and 8.8% of net sales, respectively. The sales shortfall from the
     prior year,  together with extensive  domestic  plant  down-time to control
     inventory levels and increased  promotional  activity,  negatively impacted
     the Company's  earnings  performance  in the second  quarter ended June 30,
     2003.  Operating  expenses for the six months ended June 30, 2003 were also
     negatively  impacted  by higher  pension  expense  of about  $3.5  million,
     arising  out  of  the  change  in  certain  defined  benefit  plan  pension
     assumptions year-over-year.

     Interest expense totaled $4.8 million and $9.9 million for the three months
     and six months ended June 30, 2003, respectively,  compared to $5.5 million
     and $11.1 million for the prior year  comparable  periods.  The decrease in
     interest expense during the periods resulted from both lower long-term debt
     levels and lower interest rates.

     The  effective  income tax rates were 36.5% and 35.4% for the three  months
     ended June 30, 2003 and June 30,  2002,  respectively,  and 36.7% and 35.5%
     for the six months ended June 30, 2003 and June 30, 2002, respectively. The
     effective tax rates for the three months and six months ended June 30, 2003
     were  adversely  impacted by higher  provisions  for state and local income
     taxes compared to the prior year periods.

     Net  earnings  per common  share for basic and diluted were $0.42 and $0.42
     for the three months ended June 30, 2003, respectively, compared with $0.58
     and $0.57 for the same period last year,  respectively.  For the six months
     ended June 30, 2003 and June 30,  2002,  net  earnings per common share for
     basic and diluted were $0.95 and $0.94, respectively,  and $1.17 and $1.15,
     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  55,698,000 and 56,216,000,  respectively,  for the three months
     ended June 30, 2003, and 55,553,000 and 56,698,000,  respectively,  for the
     three months  ended June 30,  2002.  For the six months ended June 30, 2003
     and June 30, 2002,  average common and common equivalent shares outstanding
     used in the  calculation  of net  earnings  per common share on a basic and
     diluted basis were 55,676,000 and 56,108,000,  respectively, and 55,375,000
     and 56,570,000, respectively.


<PAGE>



     FINANCIAL CONDITION

     Working Capital

     Cash and cash  equivalents  at June 30,  2003  amounted  to $14.9  million,
     compared  with $15.1  million at December 31,  2002.  During the six months
     ended June 30,  2003,  net cash  provided by operating  activities  totaled
     $53.8 million,  net cash used by investing activities totaled $23.6 million
     and net cash used by financing activities totaled $30.4 million.

     Working  capital was $685.3 million at June 30, 2003,  compared with $652.1
     million at December  31, 2002.  The current  ratio was 4.6-to-1 at June 30,
     2003, compared to 4.3-to-1 at December 31, 2002.

     Financing Arrangements

     As of June 30, 2003, long-term debt consisted of the following in millions:

       Revolving credit facility (unsecured)                          $340.0
       Other                                                             3.2
                                                                      ------
                                                                      $343.2


     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 June 30, 2003, there were $340.0 million in cash
     borrowings and $36.5 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 June  30,  2003,  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 June 30, 2003,
     loans outstanding  under the revolving credit facility  consisted of $340.0
     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 5.28%.

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

     Recently Issued Statements of Financial Accounting Standards

     In December 2002, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards (SFAS) No. 148 Accounting for Stock-Based
     Compensation  -  Transition  and  Disclosure,  an amendment of Statement of
     Financial  Accounting  Standards No. 123. SFAS No. 148 provides alternative
     methods of transition for a voluntary change to the fair value based method
     of accounting for stock-based employee compensation.  In addition, SFAS No.
     148 requires  prominent  disclosures in interim as well as annual financial
     statements  about  the  method  of  accounting  for  stock-based   employee
     compensation and the effect of the method used on reported net income. SFAS
     No. 148 is effective for fiscal years ending after  December 15, 2002.  The
     Company plans to continue to account for stock-based employee  compensation
     under the  intrinsic  value based method and to provide  disclosure  of the
     impact of the fair value based method on reported earnings.

     OUTLOOK

     The Company sees nothing,  either in order trends or in conversations  with
     retailers,  that leads it to  believe a  near-term  sustainable  rebound in
     business  is in sight.  Order  trends  in the  month of June were  slightly
     favorable against last year, but the Company has not seen a continuation of
     this positive  trend in the first part of July.  Consequently,  the Company
     believes its sales will be essentially  flat  year-over-year  in the second
     half of 2003.

     The  Company  continues  to address  its cost  structure  and has  recently
     announced additional domestic  manufacturing plant closings.  Nevertheless,
     because of the continuing  softness in business,  costs and  inefficiencies
     associated  with its  ongoing  domestic  manufacturing  realignment,  and a
     continued focus on reducing  working  capital,  the Company has lowered its
     operating  profit margin  assumptions for the balance of 2003. As a result,
     the Company is  currently  projecting  earnings per share of $0.40 to $0.43
     for the third quarter and $1.90 to $1.95 for the full year.

     Capital expenditures are forecasted at $40.0 - $45.0 million for 2003, with
     depreciation   expense  anticipated  to  be  approximately  $53.0  million.
     Selling,  general and administrative  expenses for the year are expected to
     be 18.00% - 18.50% of net sales.  Based  upon  current  interest  rates and
     planned  long-term  debt  reduction,  interest  expense is  expected  to be
     approximately  $20.0 million for 2003.  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,  but are not limited to: changes in economic  conditions;  loss of
     market  share due to  competition;  failure  to  anticipate  or  respond to
     changes in consumer taste and fashion trends;  failure to achieve projected
     sales; business failures of large customers; distribution and manufacturing
     realignments  and cost  savings  programs;  increased  reliance on offshore
     (import)   sourcing  of  various   products;   fluctuations  in  the  cost,
     availability and quality of raw materials;  product liability  uncertainty;
     and impairment of goodwill and other intangible assets.  Other risk factors
     may be listed from time to time in the Company's future public releases and
     SEC reports. Please refer to the Company's Annual Report on Form 10-K for a
     more detailed explanation of the Company's risk factors.

     Item 3. Quantitative and Qualitative Disclosures about Market Risk

     The Company is exposed to market risk from changes in interest  rates.  The
     Company's  exposure to interest  rate risk  consists of its  floating  rate
     revolving credit 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 $0.1 million.

     Item 4. Controls and Procedures

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

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





<PAGE>


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



     Item 4. Submission of Matters to a Vote of Security Holders

          The Annual  Meeting of  Stockholders  was held on April 24, 2003.  The
          directors listed in the Notice of Annual Meeting of Stockholders dated
          March 14,  2003 were  elected  for terms of one year  ending 2004 with
          voting for each as follows:

                  Director                  For                        Withheld
                  --------                  ---                        --------
                  K. B. Bell                50,360,739                  797,064
                  W. G. Holliman            44,872,204                6,285,599
                  D. E. Lasater             50,368,521                  789,282
                  L. M. Liberman            50,368,497                  789,306
                  R. B. Loynd               50,683,251                  474,552
                  B. L. Martin              50,684,421                  473,382
                  A. E. Suter               50,368,689                  789,114

          To vote to ratify the selection of independent auditors:

                  Affirmative votes                            49,289,536
                  Negative votes                                1,863,972
                  Abstentions                                       4,295
                  Broker non-votes                                      0

     Item 5. Other Information

          On April 16, 2003, the Company announced the appointment of Tom Tilley
          as President  and Chief  Executive  Officer of  Thomasville  Furniture
          Industries, Inc., a subsidiary of the Company.

          On June 19,  2003,  John R.  Jordan,  Jr. was  elected to the Board of
          Directors of the Company.

     Item 6. Exhibits and Reports on Form 8-K

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

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

          (b)  A Form 8-K was filed on April 29, 2003  announcing  first quarter
               operating results and projections of second quarter and full year
               earnings  per  share.  A Form  8-K was  filed  on June  11,  2003
               announcing  projections  of second quarter and full year earnings
               per share.  A Form 8-K was filed on June 30, 2003  announcing the
               election of John R. Jordan, Jr. to its Board of Directors. A Form
               8-K was filed on July 24,  2003  announcing  second  quarter  and
               first half of 2003 operating  results and  projections  for third
               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     /s/ Steven W. Alstadt
                                   -------------------------------
                                      Steven W. Alstadt
                                      Controller and
                                      Chief Accounting Officer


Date:  August 11, 2003