Exhibit 10(d)

                                EMPLOYMENT AGREEMENT 

          This Employment Agreement is made and entered into on April 29,
     1997 (the "Effective Date") by and between Action Industries, Inc., a
     Virginia corporation ("Action") and John T. Foy ("Executive").

               WHEREAS, Executive is now and has been employed by Action in
     senior management executive positions and is broadly experienced in
     all facets of Action's operations; and

               WHEREAS, it is in the best interests of Action to assure
     that it will have the continued dedication of Executive;

               NOW THEREFORE, for good and valuable consideration and in
     order to induce Executive to remain in the employ of Action, the
     parties covenant and agree as follows:

               1.     Definitions.  The following terms shall have the
     following meanings for purposes of this Agreement.
          
               a.     "Cause" means (i) an act or acts of personal
     dishonesty taken by Executive and intended to result in substantial
     personal enrichment of Executive at the expense of Action, (ii)
     violations by Executive of this Agreement or Executive's employment
     obligations to Action which are demonstrably willful on Executive's
     part and which are not remedied within a reasonable period of time
     after receipt of written notice from Action, or (iii) the conviction
     of Executive of a felony involving moral turpitude.

               b.     "Disability" means the incapacity to attend to and
     perform effectively one's duties and responsibilities which continues
     for at least 26 weeks after its commencement, as determined by a
     physician selected by Action.

               c.     "Employment Period" that period beginning on the
     Effective Date and ending upon Executive's retirement or earlier
     termination of employment.

               2.     Employment.  Action agrees to employ Executive, and
     Executive agrees to serve Action in an executive, managerial and
     supervisory capacity, subject to the direction and control of the
     Board of Directors of Action, all upon the terms and conditions
     hereinafter set forth.  During the Employment Period:

               a.     Executive's position (including, without limitation,
     status, offices, titles and reporting requirements), authority, duties
     and responsibilities shall be at least commensurate in all material
     respects with the most significant of those held, exercised and
     assigned at any time during the 90-day period immediately preceding
     the Effective Date,

               b.     Executive's services shall be performed at the<PAGE>


     location where the Executive is employed on the Effective Date, or at
     any office or location not more than thirty-five (35) miles from such
     location,

               c.     Executive shall continue to receive an annual base
     salary at least equal to the annual base salary payable to the
     Executive by Action on the Effective Date  ("Base Salary"),

               d.     Executive shall continue to have an annual cash bonus
     potential, either pursuant to the Lane Profit Sharing Plan in effect
     on the Effective Date or pursuant to a similar incentive compensation
     plan of Action, at least equal to the level in existence on the
     Effective Date ("Annual Bonus"), and

               e.     Executive shall be entitled to participate in all
     incentive, savings and retirement plans, practices, policies and
     programs applicable  to other key executive employees of Action
     ("Benefit Plans").

     The failure of Action, without Executive's consent, to comply with the
     terms and conditions of employment as set forth in this Section 2
     shall constitute "Good Reason" for Executive's termination of his
     employment with Action.

               3.     Best Efforts.  Executive agrees during the Employment
     Period to devote his best efforts and substantially all of his
     business time and attention to the business of Action, it being agreed
     that the Executive will have complied with this obligation if he
     devotes to the business of Action his same best efforts and the same
     time and attention to the business of Action that he has devoted to
     the business of Action during the twelve months next preceding the
     Effective Date.  Executive agrees that he will perform such other
     executive duties for Action and for Action's subsidiaries relating to
     its business as the Board of Directors of Action may reasonably
     direct.

               4     Term.  Subject to the provisions of Sections 4 and 5
     of this Agreement, either party shall have the right to terminate the
     Employment Period at any time.  If Executive's employment with Action
     is terminated by Action, other than for Cause or as a result of his
     death or Disability, or if Executive terminates his employment with
     Action for Good Reason, then Action will, for a period of one year
     after the termination date (or, if shorter, until Executive reaches
     "Normal Retirement Age" (as such concept is used in the primary
     retirement plan in which Executive is a participant on the Effective
     Date)), (i) pay to Executive as and when normally payable his Base
     Salary as in effect on the date of termination and an amount equal to
     the average Annual Bonus received by such Executive for the past three
     years prior to termination (or a pro-rated portion of such average
     Annual Bonus) and (ii) subject to program eligibility requirements and
     continuation of programs by Action, continue his participation in the
     Benefit Plans in which he was participating on the date of termination
     of employment.<PAGE>





               5.     Split Dollar Insurance Policy.  If Executive's
     employment with Action is terminated by Action other than for Cause or
     as a result of his death or Disability, or if during such period
     Executive terminates his employment with Action for Good Reason, then
     Action will continue to make premium payments for so long as Action is
     making payments to Executive under Section 4 hereof under any and all
     split dollar life insurance programs in effect on the life of the
     Executive as of the Effective Date, after which the Executive will be
     entitled to ownership of the policy and Action will be entitled to
     premium retrieval, all in accordance with the terms of the program,
     but only to the extent of the cash value of the policy, and without
     recourse to the Executive for the balance of any such premium
     retrieval.

               6.     Non-Competition.  During the period commencing on the
     Effective Date and while employed by Action, and for a period of one
     year after termination of employment, Executive shall not, without the
     prior written consent of Action, directly or indirectly, own, control,
     finance, manage, operate, join or participate in the ownership,
     control, financing, management or operation of, or be connected as an
     employee, consultant or in any other capacity with, any business
     engaged in the manufacture or distribution of residential furniture in
     the United States.  Nothing in this Section 6 shall, however, restrict
     Executive from making investments in other ventures which are not
     competitive with Action, or restrict Executive from owning less than
     one percent (1%) of the outstanding securities of companies listed on
     a national stock exchange or actively traded in the "over-the-counter"
     market.  In addition, if the Employment Period is terminated by Action
     (other than for Cause) and the Executive elects to forego the payments
     called for in Sections 4 and 5 hereof, the provisions of this Section
     6 shall not apply.  Should any of the terms of this Section 6 be found
     to be unenforceable because they are over-broad in any respects then
     they shall be deemed amended to the extent, and only to the extent,
     necessary to render them enforceable.  Both parties stipulate that
     money damages would be inadequate to compensate for any breaches of
     the terms of this Section 6, and that such terms shall be enforceable
     through appropriate equitable relief, without the necessity of proving
     actual damages and to an equitable accounting of all earnings,
     profits, and other benefits arising from such violation, which rights
     shall be cumulative and in addition to any other rights and remedies
     to which Action may be entitled.

               7.     Confidentiality.  During the Employment Period and at
     all times thereafter, Executive shall maintain the confidentiality of,
     and shall not disclose to any person (except as his duties as an
     employee of Action may require) any non-public information concerning
     Action or its business.

               8.     Miscellaneous.  This Employment Agreement shall be
     binding upon and shall inure to the benefit of Executive's heirs,
     executors, administrators and legal representatives, and shall be
     binding upon and inure to the benefit of Action and its successors and
     assigns.  This Agreement shall supersede and stand in place of any and
     all other agreements between Executive and Action regarding severance<PAGE>





     pay and/or any and all severance pay benefits pursuant to any plan or
     practice of Action.  This Employment Agreement shall take effect as of
     the day and year first above set forth, and its validity,
     interpretation, construction and performance shall be governed by the
     laws of the State of Mississippi.

               9.     Indemnification.  In the event that either party
     hereto is required to pursue litigation against the other party to
     enforce his or its rights hereunder, the prevailing party in any such
     litigation shall be entitled to reimbursement of the costs and
     expenses of such litigation, including attorney's fees.

               10.     Waivers.  In consideration of the undertakings of
     Action set forth in this Agreement, Executive hereby irrevocably
     waives and forever releases any and all claims and causes of action of
     any nature whatsoever that Executive has or may have against Action or
     any of its officers, directors, employees or agents arising out of the
     negotiation, execution, delivery or terms of this Agreement,
     including, without limitation, any claims arising under the Age
     Discrimination in Employment Act, 29 U.S.C. Subsection 21 et seq., and 
     any state or local law relating to age discrimination.

               11.     Entire Agreement.  This Agreement contains the
     entire agreement of the parties with respect to its subject matter,
     and no waiver, modification or change of any of its provisions shall
     be valid unless in writing and signed by the party against whom such
     claimed waiver, modification or change is sought to be enforced.

               IN WITNESS WHEREOF, the parties hereto have each executed
     this Agreement the date set forth below.


                                        ACTION INDUSTRIES, INC.


                                        By: Lynn Chipperfield
                                           ------------------------
                                            Vice-President
     Agreed to and Approved:

     FURNITURE BRANDS                   JOHN T. FOY
      INTERNATIONAL, INC.               


     By: W.G. Holliman                  By:  John T. Foy
        -------------------------          ------------------------
          President<PAGE>