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,  2002 or
                                        -------------

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

Commission file number I-91
                       ----


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

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

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

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

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



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

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

                      56,277,066 shares as of July 31, 2002
                      -------------------------------------

<PAGE>


                          PART I FINANCIAL INFORMATION


Item 1. Financial Statements

Consolidated Financial Statements for the quarter ended June 30, 2002.

                  Consolidated Balance Sheets

                  Consolidated Statements of Operations:

                         Three Months Ended June 30, 2002
                         Three Months Ended June 30, 2001

                         Six Months Ended June 30, 2002
                         Six Months Ended June 30, 2001


                  Consolidated Statements of Cash Flows:

                         Six Months Ended June 30, 2002
                         Six Months Ended June 30, 2001

                  Notes to Consolidated Financial Statements

The financial statements are unaudited,  but include all adjustments (consisting
of normal recurring  adjustments)  which the management of the Company considers
necessary for a fair presentation of the results of the period.  The results for
the  three  months  and six  months  ended  June 30,  2002  are not  necessarily
indicative of the results to be expected for the full year.


<PAGE>

<TABLE>
<CAPTION>

                      FURNITURE BRANDS INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
                                   (Unaudited)
                                                                                                June 30,            December 31,
                                                                                                    2002                    2001
                                                                                              ----------             -----------
ASSETS

Current assets:
  Cash and cash equivalents.......................                                            $   14,606             $    15,707
  Receivables, less allowances of $21,556
    ($18,841 at December 31, 2001)................                                               394,804                 359,493
  Inventories...(Note 1)..........................                                               393,295                 369,773
  Deferred income taxes...........................                                                23,826                  26,160
  Prepaid expenses and other current assets.......                                                 7,466                   7,582
                                                                                              ----------             -----------
    Total current assets..........................                                               833,997                 778,715
                                                                                               ----------             -----------

Property, plant and equipment.....................                                               640,402                 605,104
  Less accumulated depreciation...................                                               307,320                 283,464
                                                                                              ----------             -----------
    Net property, plant and equipment.............                                               333,082                 321,640
                                                                                              ----------             -----------

Goodwill...(Note 6)...............................                                               188,035                 156,435
Other intangible assets...(Note 6)................                                               171,008                 210,870
Other assets......................................                                                40,195                  35,829
                                                                                              ----------             -----------
                                                                                              $1,566,317             $ 1,503,489
                                                                                              ==========             ===========


LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
<S>                                                                                           <C>                    <C>
  Accrued interest expense........................                                            $    3,216             $     2,805
  Accounts payable and other accrued expenses.....                                               194,595                 172,490
                                                                                              ----------             -----------
    Total current liabilities.....................                                               197,811                 175,295
                                                                                              -----------            -----------

Long-term debt....................................                                               405,400                 454,400
Deferred income taxes.............................                                                70,163                  69,032
Other long-term liabilities.......................                                                48,343                  45,103

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, 2002 and
    December 31, 2001.............................                                                56,277                  56,277
  Paid-in capital.................................                                               221,466                 219,469
  Retained earnings...............................                                               585,359                 520,503
  Accumulated other comprehensive income (Note 3).                                                (6,143)                 (5,108)
  Treasury stock at cost (653,459 shares at
    June 30, 2002 and 1,664,666 shares at
    December 31, 2001)............................                                               (12,359)                (31,482)
                                                                                               ----------             -----------
    Total shareholders' equity....................                                               844,600                 759,659
                                                                                               ----------             -----------
                                                                                              $1,566,317             $ 1,503,489
                                                                                               ==========             ===========

See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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


                                                                                          Three Months              Three Months
                                                                                                 Ended                     Ended
                                                                                               June 30,                  June 30,
                                                                                                  2002                      2001
                                                                                          ------------              ------------

<S>                                                                                       <C>                       <C>
Net sales......................................                                           $    604,511              $    459,648

Costs and expenses:
  Cost of operations...........................                                                429,577                   335,034

  Selling, general and administrative expenses.                                                108,470                    84,866

  Depreciation and amortization................                                                 12,266                    14,765

  Asset impairment charges.....................                                                    -                      18,000
                                                                                          ------------              ------------

Earnings from operations.......................                                                 54,198                     6,983

Interest expense...............................                                                  5,492                     5,539

Other income, net..............................                                                    996                       610
                                                                                          ------------              ------------

Earnings before income tax expense.............                                                 49,702                     2,054

Income tax expense.............................                                                 17,617                       407
                                                                                          ------------              ------------

Net earnings...................................                                           $     32,085              $      1,647
                                                                                           ===========              ============

Net earnings per common share:

  Basic........................................                                                 $ 0.58                    $ 0.03
                                                                                                ======                    ======

  Diluted......................................                                                 $ 0.57                    $ 0.03
                                                                                                ======                    ======

Weighted average common shares outstanding:

  Basic........................................                                             55,553,253                50,295,895
                                                                                            ==========                ==========

  Diluted......................................                                             56,698,417                51,214,184
                                                                                            ==========                ==========




   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,
                                                                                                   2002                       2001
                                                                                              ----------                 ----------

<S>                                                                                          <C>                        <C>
Net sales......................................                                              $1,238,972                 $  965,830

Costs and expenses:
  Cost of operations...........................                                                 885,828                    705,450

  Selling, general and administrative expenses.                                                 218,768                    169,277

  Depreciation and amortization................                                                  24,822                     30,023

  Asset impairment charges.....................                                                     -                       18,000
                                                                                             ----------                 ----------

Earnings from operations.......................                                                 109,554                     43,080

Interest expense...............................                                                  11,094                     12,308

Other income, net..............................                                                   2,070                      1,419
                                                                                             ----------                 ----------

Earnings before income tax expense.............                                                 100,530                     32,191

Income tax expense.............................                                                  35,674                     10,863
                                                                                             ----------                 ----------

Net earnings...................................                                              $   64,856                 $   21,328
                                                                                             ==========                 ==========

Net earnings per common share:

  Basic........................................                                                  $ 1.17                     $ 0.43
                                                                                                 ======                     ======

  Diluted......................................                                                  $ 1.15                     $ 0.42
                                                                                                 ======                     ======

Weighted average common shares outstanding:

  Basic........................................                                              55,375,196                 50,159,494
                                                                                             ==========                 ==========

  Diluted......................................                                              56,570,135                 51,148,911
                                                                                             ==========                 ==========




   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,
                                                                                                      2002                  2001
                                                                                                ----------            ----------

   Cash flows from operating activities:
<S>                                                                                                   <C>                   <C>
     Net earnings.............................................                                  $   64,856            $   21,328
     Adjustments to reconcile net earnings to net cash
       provided by operating activities:
         Depreciation and amortization........................                                      24,822                30,023
         Asset impairment charges.............................                                         -                  18,000
         Other noncash items, net.............................                                           5                   707
         (Increase) decrease in receivables...................                                     (35,311)               31,354
         (Increase) decrease in inventories...................                                     (23,522)                5,767
         Increase in prepaid expenses and other assets........                                      (3,854)               (1,799)
         Increase (decrease) in accounts payable, accrued
           interest expense and other accrued expenses........                                      30,040                (7,193)
         Increase (decrease)in net deferred tax
           liabilities........................................                                       4,319                (8,622)
         Increase in other long-term liabilities..............                                         801                   395
                                                                                                 ----------            ----------
     Net cash provided by operating activities................                                      62,156                89,960
                                                                                                 ----------            ----------

   Cash flows from investing activities:
     Proceeds from the disposal of assets.....................                                       1,193                    65
     Additions to property, plant and equipment...............                                     (28,564)              (11,386)
                                                                                                ----------            ----------
     Net cash used by investing activities....................                                     (27,371)              (11,321)
                                                                                                ----------            ----------

   Cash flows from financing activities:
     Payments of long-term debt...............................                                     (49,000)              (88,000)
     Proceeds from the issuance of treasury stock.............                                      13,114                 3,492
                                                                                               -----------           ----------
     Net cash used by financing activities....................                                     (35,886)              (84,508)
                                                                                                ----------            ----------

   Net decrease in cash and cash equivalents..................                                      (1,101)               (5,869)
   Cash and cash equivalents at beginning of period...........                                      15,707                14,606
                                                                                                ----------            ----------
   Cash and cash equivalents at end of period.................                                  $   14,606            $    8,737
                                                                                                ==========            ==========

   Supplemental Disclosure:
     Cash payments for income taxes, net......................                                  $   24,473            $   12,067
                                                                                                ==========            ==========

     Cash payments for interest...............................                                  $   10,260            $   17,239
                                                                                                ==========            ==========




See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>


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


<TABLE>
<CAPTION>


(1)     Inventories are summarized as follows:

                                                                 June 30,           December 31,
                                                                    2002                   2001
                                                            ------------            -----------

              Finished products                             $    208,980            $   187,523
              Work-in-process                                     67,078                 69,507
              Raw materials                                      117,237                112,743
                                                            ------------            -----------
                                                            $    393,295            $   369,773
                                                            ============            ===========


(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, 2002  June 30, 2001         June 30, 2002  June 30, 2001
                                                      -------------  -------------         -------------  -------------

        Weighted average shares used
          for basic net earnings per
<S>                                                      <C>            <C>                   <C>            <C>
          common share                                   55,553,253     50,295,895            55,375,196     50,159,494
        Effect of dilutive securities:
          Stock options                                   1,145,164        918,289             1,194,939        989,417
                                                         ----------     ----------            ----------     ----------
        Weighted average shares used
          for diluted net earnings
          per common share                               56,698,417     51,214,184            56,570,135     51,148,911
                                                         ==========     ==========            ==========     ==========




(3)  Comprehensive income is as follows:

                                                                     Six Months             Six Months
                                                                          Ended                  Ended
                                                                        June 30,               June 30,
                                                                           2002                   2001
                                                                     ----------             ----------

      Net earnings                                                   $   64,856             $   21,328
      Cumulative effect of adopting
         SFAS No. 133                                                       -                    2,960
      Effect of financial instruments
        accounted for as hedges                                          (1,585)                   143
      Effect of foreign currency
        translation                                                         550                    -
                                                                     ----------             ----------
                                                                     $   63,821             $   24,431
                                                                     ==========             ==========



<PAGE>

</TABLE>




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

<TABLE>
<CAPTION>

                                                          Three Months Ended                Six Months Ended
                                                               June 30,                         June 30,
                                                          ------------------               -----------------
                                                            2002      2001                   2002      2001
                                                          --------  --------               --------  -------
       Net earnings:
<S>                                                        <C>       <C>                    <C>       <C>
         As reported                                       $32,085   $ 1,647                $64,856   $21,328
         Exclude  amortization of goodwill and
         other intangible assets (net of income tax
         benefit)                                              -       2,790                    -       5,580
                                                           -------   -------                -------   -------
                                                           $32,085   $ 4,437                $64,856   $26,908
                                                           =======   =======                =======   =======

       Basic earnings per share:
         As reported                                         $0.58     $0.03                  $1.17     $0.43
         As adjusted                                         $0.58     $0.09                  $1.17     $0.54


       Diluted earnings per share:
         As reported                                         $0.57     $0.03                  $1.15     $0.42
         As adjusted                                         $0.57     $0.09                  $1.15     $0.53

</TABLE>

(5)  In 2001, the Company  implemented a  restructuring  plan which included the
     closing of 12  manufacturing  facilities.  As of June 30, 2002, real estate
     with a carrying  value of $7,421 was  included in other  assets.  No events
     occurred  during the six months ended June 30, 2002 that would indicate the
     need for a change in the carrying value of these assets.

(6)  The purchase  price  allocation  for the December 28, 2001  acquisition  of
     Henredon,  Drexel  Heritage and  Maitland-Smith  was  finalized  during the
     second quarter of 2002. The allocation resulted in the  reclassification of
     $39,862 from Other  Intangible  Assets to Goodwill and Property,  Plant and
     Equipment.


<PAGE>



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

RESULTS OF OPERATIONS

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

Comparison of Three Months and Six Months Ended June 30, 2002 and 2001
----------------------------------------------------------------------

Selected  financial  information  for the three months and six months ended June
30, 2002 and June 30, 2001 is presented below:
<TABLE>
<CAPTION>
(Dollars in millions except per share data)

                                                                     Three Months Ended
                                                           ------------------------------------
                                                              June 30, 2002       June 30, 2001
                                                           ------------------- ----------------
                                                                       % of                 % of
                                                           Dollars   Net Sales  Dollars   Net Sales
<S>                                                        <C>          <C>      <C>         <C>
Net sales                                                  $ 604.5      100.0%   $459.6      100.0%
Earnings from operations                                      54.2        9.0%      7.0        1.5%
Interest expense                                               5.5        0.9%      5.5        1.2%
Income tax expense                                            17.6        2.9%      0.5        0.1%
Net earnings                                                  32.1        5.3%      1.6        0.4%
Net earnings per common share-diluted                         0.57          -      0.03          -

Gross profit (1)                                           $ 164.4       27.2%   $114.8       25.0%



                                                                      Six Months Ended
                                                           ------------------------------------
                                                              June 30, 2002       June 30, 2001
                                                           ------------------- ----------------
                                                                       % of                 % of
                                                            Dollars  Net Sales   Dollars  Net Sales
Net sales                                                  $1,239.0     100.0%    $965.8     100.0%
Earnings from operations                                      109.6       8.8%      43.1       4.5%
Interest expense                                               11.1       0.9%      12.3       1.3%
Income tax expense                                             35.6       2.9%      10.9       1.1%
Net earnings                                                   64.9       5.2%      21.3       2.2%
Net earnings per common share-diluted                          1.15        -        0.42        -

Gross profit (1)                                           $  331.5      26.8%    $240.1      24.9%

</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,
                                               -------------------           -------------
                                                 2002       2001               2002       2001
                                               --------   --------           --------   ------
<S>                                             <C>        <C>               <C>         <C>
    Net sales                                   $604.5     $459.6            $1,239.0    $965.8
    Cost of operations                           429.5      335.0               885.8     705.4
    Depreciation (associated with
      cost of goods sold)                         10.6        9.8                21.7      20.3
                                                ------     ------            --------    ------
    Gross profit                                $164.4     $114.8            $  331.5    $240.1
                                                ======     ======            ========    ======

</TABLE>

Net sales for the three months ended June 30, 2002 were $604.5 million, compared
to $459.6 million in the three months ended June 30, 2001, an increase of $144.9
million or 31.5%.  For the six months ended June 30, 2002,  net sales  increased
$273.2  million or 28.3% to $1,239.0  million  from  $965.8  million for the six
months ended June 30, 2001.  Excluding the impact of Henredon,  Drexel  Heritage
and  Maitland-Smith,  which the Company  acquired as of the close of business on
December 28, 2001, the Company's sales showed  year-over-year growth of 10.6% in
the quarter and 7.7% in the first half, reflecting improved business conditions,
particularly in middle-price point upholstery products.

Earnings from  operations  for the three months ended June 30, 2002 and June 30,
2001 were $54.2 million and $7.0 million,  respectively.  As a percentage of net
sales,  earnings  from  operations  for the three months ended June 30, 2002 and
June 30, 2001 were 9.0% and 1.5%,  respectively.  For the six months  ended June
30, 2002 and June 30, 2001,  earnings from  operations  were $109.6  million and
$43.1 million,  respectively.  Earnings from operations for the six months ended
June 30, 2002 and June 30,  2001 were 8.8% and 4.5% of net sales,  respectively.
The  improved  operating  profitability  was  due to the  higher  sales  volume,
increased  plant  utilization,  added focus on imported  products  and past cost
reduction  efforts.  Operating  profits  also  improved  due to the  adoption of
Statement of Financial  Accounting  Standards No. 142 (FAS 142) which eliminated
the amortization of goodwill and other intangible assets.  Such amortization for
the  comparable  periods of 2001  totaled  $3.4  million in the quarter and $6.8
million in the first half.

Interest expense totaled $5.5 million and $11.1 million for the three months and
six months ended June 30, 2002, respectively, compared to $5.5 million and $12.3
million for the prior year comparable periods. The decrease in interest expense
during the periods resulted from lower interest rates, offset by the increase in
long-term debt used to fund the acquisition.

The  effective  income tax rates were 35.4% and 19.8% for the three months ended
June 30, 2002 and June 30, 2001,  respectively,  and 35.5% and 33.7% for the six
months ended June 30, 2002 and June 30, 2001,  respectively.  The  effective tax
rate for the three months and six months ended June 30, 2002 was less  favorably
impacted  than the  comparable  prior year periods due in part to a reduction in
nontaxable income and income tax credits.

Net earnings per common share for basic and diluted were $0.58 and $0.57 for the
three months ended June 30, 2002,  respectively,  compared  with $0.03 and $0.03
for the same period last year,  respectively.  For the six months ended June 30,
2002 and June 30, 2001, net earnings per common share for basic and diluted were
$1.17 and $1.15, respectively, and $0.43 and $0.42, 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  55,553,000  and  56,698,000,
respectively,  for the three  months  ended June 30, 2002,  and  50,296,000  and
51,214,000,  respectively, for the three months ended June 30, 2001. For the six
months  ended  June 30,  2002  and June 30,  2001,  average  common  and  common
equivalent shares outstanding used in the calculation of net earnings per common
share on a basic and diluted basis were 55,375,000 and 56,570,000, respectively,
and 50,159,000 and 51,149,000, respectively.

FINANCIAL CONDITION

Working Capital

Cash and cash  equivalents at June 30, 2002 amounted to $14.6 million,  compared
with $15.7  million at December 31,  2001.  During the six months ended June 30,
2002, net cash provided by operating  activities totaled $62.2 million, net cash
used  by  investing  activities  totaled  $27.4  million  and net  cash  used by
financing activities totaled $35.9 million.

Working  capital  was $636.2  million at June 30,  2002,  compared  with  $603.4
million at December 31, 2001.  The current  ratio was 4.2-to-1 at June 30, 2002,
compared to 4.4-to-1 at December 31, 2001.




Financing Arrangements

As of June 30, 2002, long-term debt consisted of the following, in millions:

          Revolving credit facility (unsecured)                         $392.6
          Other                                                           12.8
                                                                        ------
                                                                        $405.4
                                                                        ======

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, 2002 there
were $392.6  million in cash  borrowings  and $40.5 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,
2002, the Company was in compliance with all financial covenants.

Cash borrowings under the revolving credit facility bear interest at a base rate
or at an  adjusted  Eurodollar  rate plus an  applicable  margin  which  varies,
depending upon the type of loan the Company executes. The applicable margin over
the base rate and Eurodollar rate is subject to adjustment  based upon achieving
certain credit ratings.  At June 30, 2002, loans outstanding under the revolving
credit  facility  consisted of $385.0  million based on the adjusted  Eurodollar
rate and $7.6 million based upon the base 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 5.04%.

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

Recently Issued Statements of Financial Accounting Standards

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

OUTLOOK

While the Company  continues to see weak consumer  spending in its sector, it is
beginning  to see signs the  economy is firming up.  Orders in the  middle-price
points,  particularly  in upholstered  products  continue to show good year over
year  comparisons.  While the  Company has yet to see such a  turnaround  at the
upper end,  the cost  savings  initiatives  undertaken  during  the year  should
position  it for  strong  operating  profit  margin  improvement  as that  price
category  begins to turn as well.  The Company  believes  revenues for the third
quarter  should be up 25% (4% to 6% excluding the  acquisitions)  from the third
quarter of 2001. The Company is currently projecting earnings per share of $0.48
to $0.52 for the third quarter and $2.25-$2.32 for the full year.

Capital  expenditures  are  forecasted at $45.0 - $48.0  million for 2002,  with
depreciation  expense  anticipated to be approximately  $50.0 million.  Selling,
general and  administrative  expenses  for the year are  expected to be 17.00% -
17.25% of net  sales.  Based  upon  current  interest  rates and  budgeted  debt
reduction,  interest expense is expected to be  approximately  $22.0 million for
2002.  The Company  expects to generate in excess of $100.0 million in cash flow
from operations, the majority of which will be used to reduce long-term debt.

FORWARD-LOOKING STATEMENTS

The Company herein has made forward-looking statements within the meaning of the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995. These  forward-looking  statements  include the Company's  expected sales,
earnings  per share,  profit  margins,  and cash  flows,  the effects of certain
manufacturing  realignments and other business strategies, the prospects for the
overall  business  environment,   and  other  statements  containing  the  words
"expects," "anticipates,"  "estimates," "believes," and words of similar import.
The Company cautions investors that any such forward-looking  statements are not
guarantees  of future  performance  and that  certain  factors may cause  actual
results to differ materially from those in the forward-looking  statements. Such
factors include:


An economic downturn could result in a decrease in our sales and earnings.

The furniture  industry has historically been subject to cyclical  variations in
the general  economy and to uncertainty  regarding  future  economic  prospects.
Economic  downturns  could affect  consumer  spending  habits by decreasing  the
overall demand for home  furnishings.  Such events would also impact  retailers,
our primary  customers,  resulting in a decrease in our sales and earnings.  For
example,  the general economic  slowdown during 2001 was in part responsible for
the 10.6% decrease in our sales in 2001.

Loss of market share due to competition would result in a decrease in future
sales and earnings.

The  residential  furniture  manufacturing  business is highly  competitive  and
fragmented.  We compete with many other manufacturers some of which offer widely
advertised,  well known, branded products.  The highly competitive nature of the
industry means we are  constantly  subject to the risk of losing market share to
those privately held competitors who have lower sales and profitability targets.
As a  result,  we may not be able to  maintain  or to raise  the  prices  of our
products in response to such  inflationary  pressures as increasing  costs. Also
due to the  large  number  of  competitors  and  their  wide  range  of  product
offerings,  we may not be able to differentiate  our products  (through styling,
finish and other construction techniques) from those of our competitors.

Failure to anticipate or respond to changes in consumer tastes and fashion
trends in a timely manner could result in a decrease in future sales and
earnings.

Residential  furniture is a highly styled product  subject to fashion trends and
geographic  consumer  tastes.  Consumer  tastes  and  fashion  trends can change
rapidly. If we are unable to anticipate or respond to changes in consumer tastes
and fashion trends in a timely manner we may lose sales and be faced with excess
inventory (both raw materials and finished goods).  Disposal of excess inventory
may result in a decrease in our sales and earnings.

<page>


Failure to achieve our projected mix of product sales could result in a decrease
in our future sales and earnings.

Some of our products are sold for a higher profit than other of our products. An
increase  in the sales of lower  profit  products at the expense of the sales of
higher profit products could result in a decrease in our earnings.

Business failures of large customers could result in a decrease in our future
sales and earnings.

Although we have no  customers  who  individually  represent  10% or more of our
total annual sales the possibility of business failures of large customers could
result in a decrease  in our future  sales and  earnings in that these sales are
difficult to replace.  For example, in 2001 the failures of Homelife,  Wards and
Heilig-Meyers were in part responsible for the 10.6% decrease in our sales.

Distribution realignments and cost savings programs can result in a decrease in
our near-term sales and earnings.

At  times it is  necessary  for us to  discontinue  certain  relationships  with
customers  (retailers) who do not meet our growth and  profitability  standards.
Until a  realignment  is  established,  there can be a decrease in our near-term
sales and earnings.  The continuation in 2001 of such a realignment  program was
in part  responsible for the 10.6% decrease in our sales in 2001. We continually
review our relationships with our customers  (retailers) and future realignments
are possible based upon such ongoing reviews.

Manufacturing realignments could result in a decrease in our near-term earnings

We  continually  review  our  domestic  manufacturing  operations  and  offshore
(import) sourcing capabilities.  Effects of periodic manufacturing  realignments
and cost savings  programs,  such as our efforts to reduce  domestic  case goods
manufacturing  capacity in 2001,  could  result in a decrease  in our  near-term
earnings  until the expected cost  reductions  are  achieved.  Such programs can
include the consolidation and integration of facilities,  functions, systems and
procedures.  Certain products may also be shifted from domestic manufacturing to
offshore  sourcing.   Such  actions  may  not  be  accomplished  as  quickly  as
anticipated and the expected cost reductions may not be achieved in full.

Increased reliance on offshore (import) sourcing of various products could
adversely affect our ability to service customers which could result in a
decrease in our sales.

During the last several years,  we have been  increasing  our offshore  (import)
capabilities  to provide  flexibility  in product  programs  and pricing to meet
competitive pressures. The mix of our various product lines has been moving from
domestically manufactured to offshore sourced and was the primary reason for our
efforts to reduce domestic case goods  manufacturing  capacity in 2001. Offshore
(import)  sourcing  is subject  to  political  instability  in  countries  where
contractors  and suppliers  are located and possible  delay due to managing at a
distance.  Either could make it more  difficult for us to service our customers.
Other  risks  include  the  imposition  of  regulations  and quotas  relating to
imports;   duties,  taxes  and  other  charges  on  imports;   and,  significant
fluctuation of the value of the U.S. dollar against foreign  currencies,  all of
which could increase costs and decrease earnings.

Fluctuations in the price, availability and quality of raw materials could cause
delay which could result in a decrease in our sales and increase costs which
would result in a decrease in our earnings.

Fluctuations in the price, availability and quality of the raw materials that we
use in manufacturing  residential  furniture could have a negative effect on our
cost of sales and our ability to meet the demands of our customers  (retailers).
Inability  to meet the  demands  of our  customers  could  result in the loss of
future  sales.  We  use  various  types  of  wood,  fabrics,   leathers,  glass,
upholstered  filling  material  and other raw  materials  in  manufacturing  our
furniture.  The costs to manufacture our furniture  depend in part on the market
prices of the raw materials used to produce the furniture. We may not be able to
pass  along  to our  customers  all or a  portion  of the  costs of  higher  raw
materials due to competitive and marketing pressures.

A successful product liability claim brought against us in excess of available
insurance coverage would result in a decrease in earnings and any claim or
product recall that results in significant adverse publicity against us may
result in a decrease in our sales and earnings.

We face the business risk of exposure to product  liability  claims in the event
that the use of any of our  products  results  in  personal  injury or  property
damage.  In the event that any of our products prove to be defective,  we may be
required to recall or redesign  such  products.  We maintain  insurance  against
product liability claims,  but there can be no assurance that such coverage will
continue to be available on terms acceptable to us or that such coverage will be
adequate for liabilities actually incurred

Future acquisitions and investments could result in dilution to earnings per
share and a decrease in the valuation of our common stock.

As part of our  business  strategy,  we have made and expect to continue to make
acquisitions  and investments in businesses that offer  complementary  products.
Risks commonly  encountered in our acquisitions  include the possibility that we
pay more than the  acquired  company  or assets  are worth,  the  difficulty  of
assimilating  the  operations  and  personnel  of  the  acquired  business,  the
potential  disruption of our ongoing  business and the distraction of management
from our ongoing business.  Consideration paid for future  acquisitions could be
in the form of cash or stock or a  combination  thereof.  Dilution  to  existing
stockholders  and to earnings per share may result in  connection  with any such
future acquisition.

Impairment of goodwill and other intangible assets would result in a decrease in
our earnings.

Current  accounting rules require that goodwill and other intangible assets with
indefinite  useful  lives no longer be  amortized,  but  instead  be tested  for
impairment at least  annually.  The Company has  substantial  goodwill and other
intangible  assets  which based upon the outcome of the annual test could result
in the  write-down  of all or a  portion  of these  assets  and a  corresponding
reduction in earnings and net worth.

Our current policy of not paying cash dividends means the only way to realize a
return on your investment in our common stock is to sell it at a profit.

We do not anticipate paying cash dividends in the foreseeable future.  Currently
the only way you will realize a return on your investment in our common stock is
to sell your stock at a profit.

Certain anti-takeover provisions and preferred stock could result in a decrease
in a potential acquirer's valuation of our common stock.

Certain  provisions  of our  Certificate  of  Incorporation  could  make it more
difficult  for a third  party to acquire  control of our  company,  even if such
change in control would be beneficial to stockholders.  Also, the Certificate of
Incorporation  allows us to issue preferred stock without stockholder  approval.
Such  issuances  could also make it more  difficult for a third party to acquire
the Company.

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

Item 3. Quantitative and Qualitative Disclosures about Market

The  Company is exposed to market  risk from  changes  in  interest  rates.  The
company's  exposure to interest  rate risk consists of its floating rate Secured
Credit  agreement.  This risk is  managed  using  interest  rate  swaps to fix a
portion of the Company's floating rate long-term debt. Based upon a hypothetical
ten percent increase in interest rates the potential impact to the Company's net
earnings would be $0.2 million.
<page>


                            PART II OTHER INFORMATION



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

          The Annual  Meeting of  Stockholders  was held on April 25, 2002.  The
          directors listed in the Notice of Annual Meeting of Stockholders dated
          March 15,  2002 were  elected  for terms of one year  ending 2003 with
          voting for each as follows:

                  Director                  For                        Withheld
                  --------                  ---                        --------
                  K. B. Bell                49,502,857                   903,465
                  W. B. Holliman            42,419,410                 7,986,912
                  B. A. Karsh               46,897,524                 3,508,798
                  D. E. Lasater             50,044,113                   362,209
                  L. M. Liberman            49,494,696                   911,965
                  R. B. Loynd               50,044,357                   361,965
                  A. E. Suter               50,048,739                   357,583

          To vote to further amend the Restated Certificate of Incorporation, to
          increase  the  number of  authorized  shares  of  common  stock to two
          hundred million from one hundred million:

                           Affirmative votes                  46,045,660
                           Negative votes                      4,328,138
                           Abstentions                            35,524
                           Broker non-votes                            0

          To vote to further amend the Furniture Brands International, Inc. 1999
          Long-Term Incentive Plan to increase the number of shares reserved for
          issuance:

                           Affirmative votes                  39,162,435
                           Negative votes                      9,745,524
                           Abstentions                         1,498,363
                           Broker non-votes                            0

Item 5. Other information

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

Item 6. Exhibits and Reports on Form 8 -K

     (a)  99.1  Certification of W. G. Holliman,  Chief Executive 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.

          99.2 Certification of 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  26,  2002  announcing  first  quarter
          operating  results  and  projections  of second  quarter and full year
          sales and earnings.  A Form 8-K was filed on June 10, 2002  announcing
          projections of second quarter and full year sales and earnings. A Form
          8-K was  filed  on June  26,  2002  amending  Note 6 to the  financial
          statements  for  each of the  years  in the  three-year  period  ended
          December  31,  2001 to present  net  income  after  adjusting  for the
          amortization of goodwill and other intangible assets.  Form 8-K, dated
          January  11,  2002,  as  amended  on March 14,  2002,  announcing  the
          acquisition  of  substantially  all the assets of  Henredon  Furniture
          Industries,    Inc.,   Drexel   Heritage    Furnishings,    Inc.   and
          Maitland-Smith,  Inc. was further amended on June 26, 2002. A Form 8-K
          was filed on July 26, 2002 announcing second quarter and first half of
          2002 operating results and projections for third quarter and full year
          sales and earnings.





<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 9, 2002



<page>


                                                                   Exhibit 99.1


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the quarterly report of Furniture Brands  International,
Inc.  (the  "Company") on Form 10-Q for the period ending June 30, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, W. G. Holliman, Chief Executive Officer of the Company,  certify, pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the  Sarbanes-Oxley Act of
2002, that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company. of the Company.


                                            /s/ W.G. Holliman
                                            -----------------
                                            W. G. Holliman
                                            Title:  Chief Executive Officer
                                            Furniture Brands International, Inc.
                                            August 12, 2002



<page>


                                                                   Exhibit 99.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the quarterly report of Furniture Brands  International,
Inc.  (the  "Company") on Form 10-Q for the period ending June 30, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, David P. Howard, Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the  Sarbanes-Oxley Act of
2002, that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company. of the Company.



                                      /s/  David P. Howard
                                      --------------------
                                      David P. Howard
                                      Title:  Chief Financial Officer
                                      Furniture Brands International, Inc.
                                      August 12, 2002