<PAGE>

                                    Form 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1998
                                                 -------------

                                       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:

                      52,192,611 Shares as of July 31, 1998.
                      -------------------------------------


<PAGE>



                          PART I FINANCIAL INFORMATION


Item 1.  Financial Statements

Consolidated Financial Statements for the quarter ended June 30, 1998.

          Consolidated Balance Sheets

          Consolidated Statements of Operations:

                 Three Months Ended June 30, 1998
                 Three Months Ended June 30, 1997

                 Six Months Ended June 30, 1998
                 Six Months Ended June 30, 1997

          Consolidated Statements of Cash Flows:

                 Six Months Ended June 30, 1998
                 Six Months Ended June 30, 1997

          Notes to Consolidated Financial Statements

     Separate  financial  statements and other  disclosures  with respect to the
Company's  subsidiaries  are omitted as such separate  financial  statements and
other disclosures are not deemed material to investors.

     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,  1998 are not
necessarily indicative of the results to be expected for the full year.


<PAGE>



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




ASSETS
<TABLE>
<CAPTION>
                                                      June 30,   December 31,
                                                       1998         1997
<S>                                                <C>           <C>
Current assets:
  Cash and cash equivalents......................  $     13,783  $    12,274
  Receivables, less allowances of $18,385
    ($13,793 at December 31, 1997)...............       316,465      293,975
  Inventories.........................(Note 1)...       298,665      287,046
  Prepaid expenses and other current assets......        26,285       25,214
    Total current assets.........................       655,198      618,509

Property, plant and equipment....................       478,643      459,692
  Less accumulated depreciation..................       187,775      165,631
    Net property, plant and equipment............       290,868      294,061

Intangible assets................................       323,774      330,549
Other assets.....................................        19,091       14,117
                                                   $  1,288,931  $ 1,257,236


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accrued interest expense.......................  $      6,902  $     7,451
  Accounts payable and other accrued expenses....       145,890      128,770
    Total current liabilities....................       152,792      136,221

Long-term debt........................(Note 2)...       639,200      667,800
Other long-term liabilities......................       128,877      129,893

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 52,185,711
    shares at June 30, 1998 and 52,003,520
    shares at December 31, 1997..................        52,186       52,003
  Paid-in capital................................       126,431      124,595
  Retained earnings..............................       189,445      146,724
    Total shareholders' equity...................       368,062      323,322
                                                   $  1,288,931  $ 1,257,236
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>



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



<TABLE>
<CAPTION>

                                                     Three Months  Three Months
                                                          Ended         Ended
                                                        June 30,      June 30,
                                                           1998          1997

<S>                                                <C>           <C>
   Net sales...................................... $    470,146  $    444,152

   Costs and expenses:
     Cost of operations...........................      334,956       321,342

     Selling, general and administrative expenses.       77,313        73,380

     Depreciation and amortization................       14,041        14,415

   Earnings from operations.......................       43,836        35,015

   Interest expense...............................       11,237         9,405

   Other income, net..............................          638           875

   Earnings before income tax expense.............       33,237        26,485

   Income tax expense.............................       12,130         9,970

   Net earnings................................... $     21,107  $     16,515

   Net earnings per common share:

     Basic........................................       $ 0.40        $ 0.27

     Diluted......................................       $ 0.39        $ 0.26

   Weighted average common and common
     equivalent shares outstanding:

     Basic........................................   52,182,540    61,033,994

     Diluted......................................   53,979,715    63,382,118
</TABLE>





   See accompanying notes to consolidated financial statements.


<PAGE>



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



<TABLE>
<CAPTION>

                                                  Six Months    Six Months
                                                       Ended         Ended
                                                     June 30,      June 30,
                                                        1998          1997

<S>                                             <C>           <C>
Net sales...................................... $    975,444  $    894,013

Costs and expenses:
  Cost of operations...........................      699,024       647,529

  Selling, general and administrative expenses.      158,783       146,891

  Depreciation and amortization................       28,878        29,011

Earnings from operations.......................       88,759        70,582

Interest expense...............................       22,500        18,494

Other income, net..............................        1,285         1,747

Earnings before income tax expense.............       67,544        53,835

Income tax expense.............................       24,823        20,261

Net earnings................................... $     42,721  $     33,574

Net earnings per common share:

  Basic........................................       $ 0.82        $ 0.55

  Diluted......................................       $ 0.79        $ 0.53

Weighted average common and common
  equivalent shares outstanding:

  Basic........................................   52,150,711    61,239,722

  Diluted......................................   53,922,895    63,534,866

</TABLE>




See accompanying notes to consolidated financial statements.


<PAGE>


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

<TABLE>
<CAPTION>

                                                            Months    Six Months
                                                             Ended         Ended
                                                           June 30,     June 30,
                                                              1998          1997
                                                              ----          ----

<S>                                                       <C>        <C>
   Cash Flows from Operating Activities:
     Net earnings.........................................$  42,721  $   33,574
     Adjustments to reconcile net earnings to net cash
       provided by operating activities:
         Depreciation of property, plant and equipment....   22,848      22,981
         Amortization of intangible and other assets......    6,030       6,030
         Noncash interest expense.........................    1,003         552
         Increase in receivables..........................  (22,490)    (19,971)
         Increase in inventories..........................  (11,619)    (14,539)
         (Increase) decrease in prepaid expenses and
           other assets...................................   (6,887)      1,071
         Increase (decrease) in accounts payable, accrued
           interest expense and other accrued expenses....   15,771      (4,521)
         Increase (decrease) in net deferred tax
           liabilities....................................     (907)      1,705
         Increase (decrease) in other long-term
           liabilities....................................      475      (2,020)
     Net cash provided by operating activities............   46,945      24,862

   Cash Flows from Investing Activities:
     Proceeds from the disposal of assets.................       35          75
     Additions to property, plant and equipment...........  (19,690)    (17,820)
     Net cash used by investing activities................  (19,655)    (17,745)

   Cash Flows from Financing Activities:
     Payments for debt issuance costs.....................      -        (3,325)
     Additions to long-term debt..........................    8,000     210,000
     Payments of long-term debt...........................  (35,800)    (44,800)
     Proceeds from the issuance of common stock...........    2,019         696
     Payment for the repurchase and retirement of
       common stock.......................................      -      (168,056)
     Payments for the repurchase of common stock warrants.      -        (5,187)
     Payments for common stock offering expenses of
       selling stockholders...............................      -          (905)
     Net cash used by financing activities................  (25,781)    (11,577)

   Net increase (decrease) in cash and cash equivalents...    1,509      (4,460)
   Cash and cash equivalents at beginning of period.......   12,274      19,365
   Cash and cash equivalents at end of period.............$  13,783  $   14,905

   Supplemental Disclosure:
     Cash payments for income taxes, net..................$  22,505  $   27,038

     Cash payments for interest...........................$  22,107  $   18,624
</TABLE>


   See accompanying notes to consolidated financial statements.


<PAGE>



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



(1)  Inventories are summarized as follows:

<TABLE>
<CAPTION>

                                            June 30,     December 31,
                                               1998             1997

<S>                                     <C>              <C>
          Finished products             $   126,549      $   118,385
          Work-in-process                    50,065           53,536
          Raw materials                     122,051          115,125
                                        $   298,665      $   287,046
</TABLE>


(2)  On May 12, 1998,  the Company  entered into a secured  obligation  with the
     Mississippi  Business Finance Corporation to finance the construction of an
     expansion  of the  Company's  furniture  manufacturing  facility in Tupelo,
     Mississippi.  The  industrial  revenue  bonds  totaled  $8.0 million with a
     weighted  average  interest  rate of 6.60% per annum.  The bonds  mature in
     annual  installments of $0.8 million  beginning May 1, 1999 and are secured
     by the facility and equipment included therein.

     In January 1998,  the Company  entered into an interest rate swap agreement
     with a  financial  institution  to reduce the impact of changes in interest
     rates on its floating rate long-term debt. The agreement,  which matures in
     January 2002, has a notional  principal  amount of $300,000 and an interest
     rate of 5.50% per annum. The Company is exposed to credit loss in the event
     of  nonperformance  by the  counterparties;  however,  the Company does not
     anticipate nonperformance by the counterparties.


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

<TABLE>
<CAPTION>

                                               Three Months Ended               Six Months Ended
                                            June 30,        June 30,         June 30,         June 30,
                                              1988            1997             1998             1997

<S>                                        <C>             <C>              <C>             <C>
   Weighted average shares used
     for basic net earnings per
     common share                          52,182,540      61,033,994       52,150,711       61,239,722
   Effect of dilutive securities:
     Stock options                          1,797,175       1,429,690        1,772,184        1,384,191
     Warrants                                     -           918,434              -            910,953
   Weighted average shares used
     for diluted net earnings
     per common share                      53,979,715      63,382,118       53,922,895       63,534,866
</TABLE>


       Excluded  from the  computation  of diluted net earnings per common share
       were options to purchase  66,500 and 94,000 shares at an average price of
       $31.38 and $30.45  during the three  months and six months ended June 30,
       1998,  respectively.  For the three  months and six months ended June 30,
       1997,  options to purchase  12,500  shares at an average  price of $15.38
       were  excluded  from the  computation  of diluted net earnings per common
       share.  The  securities  were  excluded from the  calculation  of diluted
       earnings  per share  because  the  exercise  price was  greater  than the
       average market price of the common stock.

       At June 30, 1997, the Company had outstanding  approximately  1.4 million
       warrants to purchase common stock at $7.13 per share. The warrants, which
       included a five-year  call  protection  which  expired on August 3, 1997,
       were redeemed on August 15, 1997.

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

RESULTS OF OPERATIONS

Furniture Brands International, Inc. (the "Company") is the largest manufacturer
of  residential  furniture in the United  States.  The Company has three primary
operating  subsidiaries:  Broyhill  Furniture  Industries,  Inc.; Lane Furniture
Industries, Inc.; and Thomasville Furniture Industries, Inc.

     Comparison of Three Months and Six Months Ended June 30, 1998 and 1997

     Selected  financial  information  for the three months and six months ended
June 30, 1998 and 1997 is presented below:

                                        ($ in millions except per share data)
<TABLE>
<CAPTION>

                                                 Three Months Ended
                                          June 30, 1998        June 30, 1997
                                                  % of                 % of
                                       Dollars   Net Sales  Dollars   Net Sales
<S>                                    <C>        <C>       <C>        <C>
Net sales                              $470.1     100.0%    $444.1     100.0%
Earnings from operations                 43.8       9.3%      35.0       7.9%
Interest expense                         11.2       2.4%       9.4       2.1%
Income tax expense                       12.1       2.6%       9.9       2.2%
Net earnings                             21.1       4.5%      16.5       3.7%
Net earnings per common share-diluted    0.39       -         0.26       -

Gross profit (1)                       $125.4      26.7%    $112.7      25.4%
</TABLE>
<TABLE>
<CAPTION>

                                                 Six Months Ended
                                          June 30, 1998        June 30, 1997
                                                  % of                 % of
                                       Dollars   Net Sales  Dollars   Net Sales
<S>                                    <C>        <C>       <C>        <C>
Net sales                              $975.4     100.0%    $894.0     100.0%
Earnings from operations                 88.7       9.1%      70.6       7.9%
Interest expense                         22.5       2.3%      18.5       2.1%
Income tax expense                       24.8       2.5%      20.2       2.3%
Net earnings                             42.7       4.4%      33.6       3.8%
Net earnings per common share-diluted    0.79       -         0.53       -

Gross profit (1)                       $256.2      26.3%    $226.1      25.3%
</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.
<TABLE>
<CAPTION>

                                        Three Months Ended      Six Months Ended
                                              June 30,               June 30,
                                         1998       1997        1998      1997
<S>                                     <C>        <C>         <C>       <C>
Net sales                               $470.1     $444.1      $975.4    $894.0
Cost of operations                       334.9      321.3       699.0     647.5
Depreciation (associated with              9.8       10.1        20.2      20.4
  cost of goods sold)
Gross profit                            $125.4     $112.7      $256.2    $226.1
</TABLE>

Net sales for the three months ended June 30, 1998 were $470.1 million, compared
to $444.1  million in the three months ended June 30, 1997, an increase of $26.0
million or 5.9%.  For the six months  ended June 30, 1998,  net sales  increased
$81.4 or 9.1% to $975.4  million  from $894.0  million for the six months  ended
June 30, 1997. The improved sales performance occurred at each operating company
and ranged, in varying degrees, across all product lines.


<PAGE>



Earnings from  operations  for the three months ended June 30, 1998 increased by
$8.8  million or 25.2% from the  comparable  prior year  period.  Earnings  from
operations  for the three months ended June 30, 1998 and June 30, 1997 were 9.3%
and 7.9% of net sales,  respectively.  For the six months  ended June 30,  1998,
earnings  from  operations  increased  by  $18.1  million,  or  25.8%  from  the
comparable  six months of 1997.  As a  percentage  of net sales,  earnings  from
operations  for the six months  ended June 30,  1998 and June 30, 1997 were 9.1%
and 7.9%, respectively.  The increase in operating earnings was due primarily to
continued improvement in cost of operations as a percent of net sales as well as
higher  shipments  and good  control  of  selling,  general  and  administrative
expenses.

Interest  expense  totaled  $11.2 million and $22.5 million for the three months
and six months ended June 30, 1998,  respectively,  compared to $9.4 million and
$18.5 million for the prior year  comparable  periods.  The increase in interest
expense during the periods  resulted from higher  long-term debt levels incurred
from the Company's repurchase of approximately 10.8 million shares of its common
stock at the end of June 1997.

The  effective  income tax rates were 36.5% and 37.6% for the three months ended
June 30, 1998 and June 30, 1997,  respectively,  and 36.8% and 37.6% for the six
months ended June 30, 1998 and June 30, 1997,  respectively.  The  effective tax
rates for each period were adversely impacted by certain nondeductible  expenses
incurred and  provisions  for state and local income  taxes.  The  effective tax
rates for the three  months and six months  ended June 30,  1998 were  favorably
impacted due to the reduced effect of the nondeductible expenses as a percentage
of pretax earnings.

Net earnings per common share for basic and diluted were $0.40 and $0.39 for the
three months ended June 30, 1998,  respectively,  compared  with $0.27 and $0.26
for the same period last year,  respectively.  For the six months ended June 30,
1998 and June 30, 1997, net earnings per common share for basic and diluted were
$0.82 and $0.79, respectively, and $0.55 and $0.53, 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  52,183,000  and  53,980,000,
respectively,  for the three  months  ended June 30, 1998,  and  61,034,000  and
63,382,000,  respectively, for the three months ended June 30, 1997. For the six
months  ended  June 30,  1998  and June 30,  1997,  average  common  and  common
equivalent shares outstanding used in the calculation of net earnings per common
share on a basic and diluted basis were 52,151,000 and 53,923,000, respectively,
and 61,240,000 and 63,535,000, respectively.

FINANCIAL CONDITION

Working Capital

Cash and cash  equivalents at June 30, 1998 amounted to $13.8 million,  compared
with $12.3  million at December 31,  1997.  During the six months ended June 30,
1998, net cash provided by operating  activities totaled $46.9 million, net cash
used  by  investing  activities  totaled  $19.6  million  and net  cash  used by
financing activities totaled $25.8 million.

Working  capital was $502.4 at June 30, 1998,  compared  with $482.3  million at
December 31, 1997. The current ratio was 4.3 to 1 at June 30, 1998,  compared to
4.5 to 1 at December 31, 1997.

Financing Arrangements

As of June 30, 1998, long-term debt consisted of the following, in millions:

              Secured credit agreement:
                Revolving credit facility                 $210.0
                Term loan facility                         200.0
              Receivables securitization facility          210.0
              Other                                         19.2
                                                          $639.2


<PAGE>



To meet working capital and other financial requirements,  the Company maintains
a  $475.0  million  revolving  credit  facility  as part of its  Secured  Credit
Agreement with a group of financial institutions.  The revolving credit facility
allows for both  issuance  of letters of credit and cash  borrowings.  Letter of
credit  outstandings are limited to no more than $60.0 million.  Cash borrowings
are limited only by the facility's  maximum  availability less letters of credit
outstanding.  At June 30,  1998,  there were $210.0  million of cash  borrowings
outstanding  under the revolving credit facility and $38.2 million in letters of
credit  outstanding,  leaving an excess of $226.8  million  available  under the
revolving credit facility.

In addition to the Secured Credit Agreement,  the Company also had $15.0 million
of excess availability as of June 30, 1998 under
its Receivables Securitization Facility.

The Company believes its Secured Credit Agreement and Receivables Securitization
Facility, together with cash generated from operations, will be adequate to meet
liquidity requirements for the foreseeable future.

SUBSEQUENT EVENTS

On July 14, 1998 the Company terminated its Receivables Securitization Facility.
On this date the Company also amended its revolving  credit facility to increase
the total revolving loan commitment from $475.0 million to $600.0 million. As of
July 14, 1998 the Company had $141.8  million of excess  availability  under the
revolving credit facility.

On July 20, 1998 the Company  received a $9.4 million cash dividend  relating to
its minority  investment in a company which leases exhibition space to furniture
and accessory manufacturers. This dividend will be used to repay long-term debt,
and will be  accounted  for as other  income in the  third  quarter  results  of
operations.


<PAGE>



                            PART II OTHER INFORMATION


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

     The Annual Meeting of  Stockholders  was held on May 6, 1998. The directors
listed in the Notice of Annual Meeting of Stockholders dated March 25, 1998 were
elected for terms of one year ending in 1999 with voting for each as follows.


         Director                     For                   Withheld

         K. B. Bell                46,016,015               2,566,578
         W. G. Holliman            46,015,482               2,567,111
         B. A. Karsh               46,015,253               2,567,340
         B. B. Kincaid             46,015,744               2,566,849
         D. E. Lasater             46,009,864               2,572,729
         L. M. Liberman            46,011,735               2,570,858
         R. B. Loynd               46,010,432               2,572,161
         M. Portera                45,859,666               2,722,927
         A. E. Sutter              46,015,411               2,567,182


Item 5.  Other Information

     (a) On July 14, 1998,  the Company  replaced  its $225 million  receivables
     securitization   facility  by  increasing  its  existing  revolving  credit
     facility from $475 million to $600 million.

     (b) On July 30,  1998,  the Board of  Directors  of the Company  declared a
     dividend  of one  preferred  share  purchase  right  (a  "Right")  for each
     outstanding  share of Common  Stock,  no par  value,  of the  Company  (the
     "Common  Stock").  The dividend  distribution is payable on August 12, 1998
     (the "Record Date") to the  stockholders of record on that date. Each Right
     entitles  the   registered   holder  to  purchase   from  the  Company  one
     one-hundredth of a share of Series A Junior Participating  Preferred Stock,
     no par value (the  "Preferred  Stock") of the Company at a price of $135.00
     per one one-hundredth of a share of Preferred Stock (the "Purchase Price"),
     subject  to  adjustment.  The  description  and terms of the Rights are set
     forth in a Rights  Agreement  dated as of July 30, 1998, as the same may be
     amended from time to time (the "Rights Agreement"), between the Company and
     The Bank of New York, as Rights Agent (the "Rights Agent").

     Until  the  earlier  to occur of (i) the  close of  business  on the  tenth
     business day following the date of public announcement or the date on which
     the  Company  first  has  notice  or  determines  that a person or group of
     affiliated or associated persons (other than the Company, any subsidiary of
     the Company or any employee  benefit  plan of the  Company) (an  "Acquiring
     Person") has acquired, or obtained the right to acquire, 15% or more of the
     outstanding shares of voting stock of the Company without the prior express
     written consent of the Company  executed on behalf of the Company by a duly
     authorized  officer of the Company  following express approval by action of
     at least a majority of the members of the Board of Directors then in office
     (the "Stock  Acquisition  Date") or (ii) the close of business on the tenth
     business  day (or such  later  date as may be  determined  by action of the
     Board of Directors but not later than the Stock Acquisition Date) following
     the  commencement  of a tender offer or exchange  offer,  without the prior
     written  consent of the Company,  by a person (other than the Company,  any
     subsidiary  of the  Company or an  employee  benefit  plan of the  Company)
     which,  upon  consummation,  would result in such party's control of 15% or
     more of the Company's  voting stock (the earlier of the dates in clause (i)
     or (ii) above being  called the  "Distribution  Date"),  the Rights will be
     evidenced, with respect to any of the Common Stock certificates outstanding
     as of the Record Date, by such Common Stock certificates.

     The Rights Agreement provides that, until the Distribution Date (or earlier
     redemption  or expiration  of the Rights),  the Rights will be  transferred
     with and only with the Company's Common Stock.  Until the Distribution Date
     (or earlier redemption,  exchange or expiration of the Rights),  new Common
     Stock  certificates  issued  after the  Record  Date upon  transfer  or new
     issuances of Common Stock will contain a notation  incorporating the Rights
     Agreement by reference. Until the Distribution Date (or earlier redemption,
     exchange or  expiration  of the Rights),  the surrender for transfer of any
     certificates for shares of Common Stock  outstanding as of the Record Date,
     even without such  notation or a copy of this Summary of Rights,  will also
     constitute  the  transfer of the Rights  associated  with the Common  Stock
     represented  by such  certificate.  As soon as  practicable  following  the
     Distribution  Date,  separate  certificates  evidencing  the Rights ("Right
     Certificates")  will be mailed to holders of record of the Common  Stock as
     of the  close of  business  on the  Distribution  Date  and  such  separate
     certificates alone will then evidence the Rights.


<PAGE>



     The Rights are not exercisable until the Distribution Date. The Rights will
     expire,  if  not  previously  exercised,  on  July  30,  2008  (the  "Final
     Expiration  Date"),  unless the Final Expiration Date is extended or unless
     the Rights are earlier redeemed or exchanged by the Company.

     The Purchase Price payable,  and the number of shares of Preferred Stock or
     other  securities  or property  issuable,  upon  exercise of the Rights are
     subject  to  adjustment  from time to time to prevent  dilution  (i) in the
     event  of  a  stock   dividend  on,  or  a   subdivision,   combination  or
     reclassification  of the Preferred Stock, (ii) upon the grant to holders of
     the  Preferred  Stock of certain  rights or  warrants to  subscribe  for or
     purchase  Preferred  Stock  at a  price,  or  securities  convertible  into
     Preferred Stock with a conversion price, less than the then-current  market
     price of the Preferred  Stock or (iii) upon the  distribution to holders of
     the  Preferred  Stock of evidences  of  indebtedness  or assets  (excluding
     regular periodic cash dividends or dividends payable in Preferred Stock) or
     of subscription rights or warrants (other than those referred to above).

     The number of outstanding  Rights and the number of one one-hundredths of a
     share of  Preferred  stock  issuable  upon  exercise of each Right are also
     subject to  adjustment in the event of a stock split of the Common Stock or
     a stock  dividend on the Common Stock  payable in shares of Common Stock or
     subdivisions, consolidations or combinations of the Common Stock occurring,
     in any such case, prior to the Distribution Date.

     Shares of Preferred Stock  purchasable upon exercise of the Rights will not
     be redeemable and junior to any other series of preferred stock the Company
     may issue  (unless  otherwise  provided in the terms of such  stock).  Each
     share of  Preferred  Stock will have a  preferential  dividend in an amount
     equal to 100 times any dividend  declared on each share of Common Stock. In
     the event of liquidation, the holders of the Preferred Stock will receive a
     preferred liquidation payment of equal to the greater of $100 and 100 times
     the payment made per share of Common Stock.  Each share of Preferred  Stock
     will have 100 votes, voting together with the Common Stock. In the event of
     any merger,  consolidation  or other  transaction in which shares of Common
     Stock are  converted or  exchanged,  each share of Preferred  Stock will be
     entitled to receive 100 times the amount and type of consideration received
     per  share  of  Common  Stock.  The  rights  of the  Preferred  Stock as to
     dividends,  liquidation  and  voting,  and  in the  event  of  mergers  and
     consolidations, are protected by customary antidilution provisions.

     Because of the nature of the Preferred  Stock's  dividend,  liquidation and
     voting rights,  the value of the one  one-hundredth  interest in a share of
     Preferred Stock purchasable upon exercise of each Right should  approximate
     the value of one share of Common Stock.

     If any person or group  (other  than the  Company,  any  subsidiary  of the
     Company or any employee  benefit plan of the Company)  acquires 15% or more
     of the Company's outstanding voting stock without the prior written consent
     of the Board of Directors,  each Right,  except those held by such persons,
     would  entitle  each holder of a Right to acquire  such number of shares of
     the  Company's   Common  Stock  as  shall  equal  the  result  obtained  by
     multiplying  the  then  current   purchase  Price  by  the  number  of  one
     one-hundredths  of a share of  Preferred  Stock  for  which a Right is then
     exercisable and dividing that product by 50% of the then current  per-share
     market price of Company Common Stock.


<PAGE>



     If any person or group  (other  than the  Company,  any  subsidiary  of the
     Company or any employee benefit plan of the Company) acquires more than 15%
     but less than 50% of the  outstanding  Company  Common Stock  without prior
     written consent of the Board of Directors, each Right, except those held by
     such  persons,  may be exchanged by the Board of Directors for one share of
     Company Common Stock.

     If the  Company  were  acquired in a merger or other  business  combination
     transaction  where the Company is not the  surviving  corporation  or where
     Company  Common  Stock  is  exchanged  or  changed  or 50% or  more  of the
     Company's  assets or earnings power is sold in one or several  transactions
     without the prior  written  consent of the Board of  Directors,  each Right
     would  entitle the holders  thereof  (except for the  Acquiring  Person) to
     receive such number of shares of the  acquiring  company's  common stock as
     shall be equal to the  result  obtained  by  multiplying  the then  current
     Purchase  Price by the number one  one-hundredths  of a share of  Preferred
     stock for which a Right is then  exercisable  and dividing  that product by
     50% of the then  current  market price per share of the common stock of the
     acquiring company on the date of such merger or other business  combination
     transaction.

     With  certain  exceptions,  no  adjustment  in the  Purchase  Price will be
     required until cumulative  adjustments require an adjustment of at least 1%
     in such Purchase  Price.  No fractional  shares of Preferred  Stock will be
     issued  (other  than  fractions   which  are  integral   multiples  of  one
     one-hundredth of a share of Preferred Stock,  which may, at the election of
     the Company, be evidenced by depositary  receipts),  and in lieu thereof an
     adjustment  in cash will be made based on the market price of the Preferred
     Stock on the last trading day prior to the date of exercise.

     At any time prior to the time an Acquiring  Person  becomes such, the Board
     of  Directors  of the  Company  may redeem the Rights in whole,  but not in
     part, at a price of $.01 per Right (the "Redemption Price"). The redemption
     of the Rights may be made  effective  at such time,  on such basis and with
     such  conditions  as the  Board of  Directors  in its sole  discretion  may
     establish.  Immediately  upon any  redemption  of the Rights,  the right to
     exercise  the Rights  will  terminate  and the only right of the holders of
     rights will be to receive the Redemption Price.

     The terms of the Rights may be  amended  by the Board of  Directors  of the
     Company  without the consent of the holders of the Rights,  including,  but
     not limited to, an amendment to lower certain thresholds described above to
     not less than the greater of (i) any  percentage  greater  than the largest
     percentage of the voting power of all  securities of the Company then known
     to  the  Company  to be  beneficially  owned  by any  person  or  group  of
     affiliated or associated  persons (other than an excepted  person) and (ii)
     10%,  except  that  from and  after  such  time as any  person  or group of
     affiliated  or  associated  persons  becomes  an  Acquiring  Person no such
     amendment may adversely affect the interests of the holders of the Rights.

     Until a Right is exercised, the holder thereof as such, will have no rights
     as a stockholder of the Company,  including,  without limitation, the right
     to vote or to receive dividends.

     The form of Rights  Agreement  between  the  Company  and the Rights  Agent
     specifying the terms of the Rights, which includes as Exhibit B thereto the
     form of Right Certificate,  is incorporated  herein by reference as Exhibit
     4(b).  The  foregoing  description  of the  Rights  does not  purport to be
     complete  and is  qualified  in its  entirety by  reference  to the form of
     Rights Agreement (and the exhibits thereto) attached hereto.

     (c) On August 11, 1998 the Company  announced the  appointment of Dennis R.
     Burgette  to the  position  of  President  and Chief  Operating  Officer of
     Broyhill Furniture Industries,  Inc.  ("Broyhill"),  effective September 1,
     1998.  Brent Kincaid,  President and Chief  Executive  Officer of Broyhill,
     will continue as Chief  Executive  Officer of Broyhill until his retirement
     at the end of 1998,  at which time Dennis R.  Burgette  will  assume  those
     duties.


<PAGE>



Item 6.  Exhibits and Reports on 8-K

     (a)

          4.1  Credit  Agreement,  dated as of November 17, 1994, as amended and
               restated as of December  29, 1995;  September  6, 1996;  June 27,
               1997;  and July 14, 1998 among the  Company,  Broyhill  Furniture
               Industries,  Inc., Lane Furniture Industries,  Inc.,  Thomasville
               Furniture  Industries,   Inc.,  Various  Banks,  Credit  Lyonnais
               Chicago Branch,  as Documentation  Agent,  NationsBank,  N.A., as
               Syndication  Agent and Bankers Trust Company,  as  Administrative
               Agent.

          4.2  Rights Agreement,  dated as of July 30, 1998, between the Company
               and The Bank of New York,  as Rights  Agent,  which  includes the
               form of Certificate of  Designations,  setting forth the terms of
               the Series A Junior  Participating  Preferred Stock, no par value
               $135.00 per share, as Exhibit A, the form of Right Certificate as
               Exhibit B and the Summary of Preferred  Stock Purchase  Rights as
               Exhibit C.  Pursuant  to the  Rights  Agreement,  printed  Rights
               Certificates  will not be  mailed  until  as soon as  practicable
               after the earlier of the tenth day after public announcement that
               a person or group (except for certain exempted persons or groups)
               has  acquired  beneficial   ownership  of  15%  or  more  of  the
               outstanding  shares of Common Stock or the tenth business day (or
               such  later date as may be  determined  by action of the Board of
               Directors) after a person  commences,  or announces its intention
               to commence, a tender offer or exchange offer the consummation of
               which would  result in the  beneficial  ownership  by a person or
               group of 15% or more of the  outstanding  shares of Common Stock.
               (Incorporated  by  reference  to  Exhibit 1 to  Furniture  Brands
               International,  Inc.'s Registration  Statement on Form 8-A, dated
               July 31, 1998.)

          4.3  Certificate of  Designation,  Preferences  and Rights of Series A
               Junior Participating Preferred Stock of the Company.

          27.1 Financial Data Schedule for period ended June 30, 1997.

          27.2 Financial Data Schedule for period ended June 30, 1998.

          99.  Press Release, dated July 31, 1998.

     (b)

     A Form 8-K was not required to be filed  during the quarter  ended June 30,
1998.


<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 12, 1998