FORM 10-Q/A-1

                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, 1997 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     
                                                --------    --------<PAGE>





                   APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                    PROCEEDINGS DURING THE PRECEDING FIVE YEARS

          Indicate by check mark whether the registrant has filed all
     documents and reports required to be filed by Sections 12, 13 or 15(d)
     of the Securities Exchange Act of 1934 subsequent to the distribution
     of securities under a plan confirmed by a court. 

                                             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.

                         51,019,710  Shares as of July 31, 1997
                        ------------<PAGE>





                            PART I FINANCIAL INFORMATION


     Item 1.  Financial Statements

     Consolidated Financial Statements for the quarter ended June 30, 1997.

          Consolidated Balance Sheets

          Consolidated Statements of Operations:

               Three Months Ended June 30, 1997
               Three Months Ended June 30, 1996

               Six Months Ended June 30, 1997
               Six Months Ended June 30, 1996

          Consolidated Statements of Cash Flows:

               Six Months Ended June 30, 1997
               Six Months Ended June 30, 1996

          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, 1997 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)
         <S>               <C>                               <C>          <C>
                                                             June 30, December 31,
                                                                1997         1996
      ASSETS                                             ------------ ------------

      Current assets:
        Cash and cash equivalents....................... $    14,905  $    19,365
        Receivables, less allowances of $16,432                     
          ($19,124 at December 31, 1996)................     303,388      283,417
        Inventories...........................(Note 1)..     295,646      281,107
        Prepaid expenses and other current assets.......      24,121       23,378
                                                         -----------  -----------
       Total current assets..........................        638,060      607,267
                                                         -----------  -----------
      Property, plant and equipment.....................     443,214      425,729
        Less accumulated depreciation...................     146,488      123,767
                                                         -----------  -----------
          Net property, plant and equipment.............     296,726      301,962
                                                         -----------  -----------
      Intangible assets.................................     337,325      344,101
      Other assets......................................      16,320       15,874
                                                         -----------  -----------
                                                         $ 1,288,431  $ 1,269,204
                                                         ===========  ===========
      LIABILITIES AND SHAREHOLDERS' EQUITY

      Current liabilities:
        Accrued interest expense........................ $     6,011  $     6,579
        Accounts payable and other accrued expenses.....     134,074      138,027 
                                                         -----------  -----------
          Total current liabilities.....................     140,085      144,606
                                                         -----------  -----------
      Long-term debt..........................(Note 2)..     737,800      572,600
      Other long-term liabilities.......................     130,767      132,341

      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 50,685,055 
          shares at June 30, 1997 and 61,432,181 
          shares at December 31, 1996.........(Note 2)..      50,685       61,432
        Paid-in capital.................................     115,849      278,554
        Retained earnings...............................     113,245       79,671
                                                         -----------  -----------
         Total shareholders' equity....................      279,779      419,657
                                                         -----------  -----------
                                                         $ 1,288,431  $ 1,269,204
                                                         ===========  ===========


      See accompanying notes to consolidated financial statements.<PAGE>


</TABLE>

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

        <S>          <C>                                <C>           <C>

                                                      Three Months  Three Months
                                                             Ended         Ended
                                                           June 30,      June 30,
                                                              1997          1996
                                                      ------------- -------------
      Net sales...................................... $    444,152  $    420,742

      Costs and expenses:                                                       
        Cost of operations...........................      321,342       302,657
                                                                                
        Selling, general and administrative expenses.       73,380        74,568

        Depreciation and amortization................       14,415        13,880
                                                      ------------  ------------
      Earnings from operations.......................       35,015        29,637

      Interest expense...............................        9,405        11,365

      Other income, net..............................          875           665
                                                      ------------  ------------
      Earnings before income tax expense.............       26,485        18,937
                                                                                
      Income tax expense.............................        9,970         7,316
                                                      ------------  ------------
      Net earnings................................... $     16,515  $     11,621
                                                      ============  ============
      Net earnings per common share:

        Primary......................................       $ 0.26        $ 0.18
                                                      ============  ============
        Fully diluted................................       $ 0.26        $ 0.18
                                                      ============  ============
      Weighted average common and common 
        equivalent shares outstanding:

        Primary......................................   63,382,118    63,703,924
                                                      ============  ============
        Fully diluted................................   63,697,013    64,019,160
                                                      ============  ============


      See accompanying notes to consolidated financial statements.<PAGE>


</TABLE>


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

        <S>          <C>                                <C>           <C>
                                                        Six Months    Six Months
                                                             Ended         Ended
                                                           June 30,      June 30,
                                                              1997          1996
                                                      ------------  ------------
      Net sales...................................... $    894,013  $    844,689

      Costs and expenses:                                                       
        Cost of operations...........................      647,529       611,540
                                                                                
        Selling, general and administrative expenses.      146,891       144,772

        Depreciation and amortization................       29,011        28,058
                                                      ------------  ------------
      Earnings from operations.......................       70,582        60,319

      Interest expense...............................       18,494        25,080

      Other income, net..............................        1,747         1,412
                                                      ------------  ------------
      Earnings before income tax expense.............       53,835        36,651
                                                                                
      Income tax expense.............................       20,261        14,183
                                                      ------------  ------------
      Net earnings................................... $     33,574  $     22,468
                                                      ============  ============
      Net earnings per common share:

        Primary......................................       $ 0.53        $ 0.37
                                                      ============  ============
        Fully diluted................................       $ 0.53        $ 0.37
                                                      ============  ============
      Weighted average common and common 
        equivalent shares outstanding:

        Primary......................................   63,534,866    59,958,162
                                                      ============  ============
        Fully diluted................................   63,928,028    60,693,945
                                                      ============  ============


      See accompanying notes to consolidated financial statements.<PAGE>

</TABLE>

<TABLE>
<CAPTION>

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

          <S>                       <C>                         <C>           <C>

                                                                Six Months     Six Months
                                                                     Ended          Ended
                                                                   June 30,       June 30,
                                                                      1997           1996
                                                                ----------     ----------
        Cash Flows from Operating Activities:
          Net earnings.......................................$     33,574    $     22,468 
          Adjustments to reconcile net earnings to net cash
            provided by operating activities:
              Depreciation of property, plant and equipment...     22,981          22,057 
              Amortization of intangible and other assets.....      6,030           6,001 
              Noncash interest expense.........................       552           1,234 
              Increase in receivables..........................   (19,971)        (11,453)
              Increase in inventories..........................   (14,539)         (6,729)
              Decrease in prepaid expenses and intangible and
                other assets...................................     1,071          15,286 
              Increase (decrease) in accounts payable, accrued
                interest expense and other accrued expenses....    (4,521)         24,464 
              Increase in net deferred tax liabilities.........     1,705             526 
              Decrease in other long-term liabilities..........    (2,020)        (17,953)
                                                               -----------    ------------
          Net cash provided by operating activities............    24,862          55,901
                                                               -----------    ------------

        Cash Flows from Investing Activities:
          Proceeds from the disposal of assets.................        75           1,842 
          Additions to property, plant and equipment...........   (17,820)        (14,950)
                                                               -----------     -----------
          Net cash used by investing activities................   (17,745)        (13,108)
                                                               -----------     -----------

        Cash Flows from Financing Activities:
          Payments for debt issuance costs.....................    (3,325)              -  
          Additions to long-term debt..........................   210,000          15,000 
          Payments of long-term debt...........................   (44,800)       (154,711)
          Proceeds from the issuance of common stock...........       696           9,044 
          Proceeds from the sale of common stock...............         -          81,292 
          Payment for the repurchase and retirement of
            common stock.......................................   (168,056)             -
          Payments for the repurchase of common stock warrants.     (5,187)        (1,305)
          Payments for common stock offering expenses of
            selling stockholders...............................       (905)             - 
                                                                -----------    -----------
          Net cash used by financing activities................    (11,577)       (50,680)
                                                                -----------    -----------

        Net decrease in cash and cash equivalents..............     (4,460)        (7,887)
        Cash and cash equivalents at beginning of period.......     19,365         26,412
                                                                -----------   ------------
        Cash and cash equivalents at end of period............. $   14,905    $    18,525
                                                                ==========    ===========
        Supplemental Disclosure:
          Cash payments for income taxes, net.................. $   27,038    $    14,983
                                                                ==========    ===========

          Cash payments for interest........................... $   18,624    $    22,209
                                                                ==========    ===========


        See accompanying notes to consolidated financial statements.<PAGE>

</TABLE>



        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        (Unaudited)



        (1)  Inventories are summarized as follows, in thousands:

                                             June 30,   December 31,
                                                1997           1996
                                        ------------  -------------

              Finished products          $   135,428   $   127,292
              Work-in-process                 49,494        51,587
              Raw materials                  110,724       102,228
                                         -----------   -----------
                                         $   295,646   $   281,107
                                         ===========   ===========


      (2)  On June 27, 1997, the Company completed the repurchase of
           10,842,299 shares of its common stock and warrants to purchase
           290,821 shares of common stock from Apollo Investment Fund,
           L.P. and Lion Advisors, L.P. for approximately $170.5 million. 
           The Company financed the repurchase by amending its Secured
           Credit Agreement to include a new term loan facility of $200.0
           million.  The term loan facility is a non-amortizing ten-year
           facility, bearing interest at a base rate plus 0.75% or at an
           adjusted Eurodollar rate plus 1.75%, depending upon the type
           of loan the Company executes.  Net cash proceeds received from
           the term loan facility in excess of the amount required for
           the stock and warrant repurchase and associated fees and
           expenses were used to reduce outstanding borrowings from the
           revolving credit facility under the Company's existing Secured
           Credit Agreement.

      (3)  In February 1997, the Financial Accounting Standards Board
           (FASB) issued Statement of Financial Accounting Standards No.
           128 (SFAS No. 128) "Earnings Per Share" (EPS).  SFAS No. 128
           establishes standards for computing and presenting earnings
           per share.  It also requires dual presentation of basic and
           diluted EPS on the face of the income statement for all
           entities with complex capital structures and requires a
           reconciliation of the numerator and denominator of the basic
           EPS computation to the numerator and denominator of the
           diluted EPS computation.  SFAS No. 128 is effective for
           financial statements for both interim and annual periods
           ending after December 15, 1997,and early application is not
           permitted.  The Company believes the adoption of this
           accounting standard will not have a material impact on
           earnings per share.<PAGE>


      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.; The Lane Company, Incorporated; and
      Thomasville Furniture Industries, Inc.

    On June 27, 1997, the Company completed the repurchase of 10,842,299
    shares of common stock and warrants to purchase 290,821 shares of
    common stock from Apollo Investment Fund, L.P. and Lion Advisors,
    L.P. for approximately $170.5 million.  The Company financed the
    repurchase by amending the Secured Credit Agreement to include a new
    term loan facility of $200.0 million.

      Comparison of Three Months and Six Months Ended June 30, 1997 and
      1996
      --------------------------------------------------------------------

      Selected financial information for the three months and six months
      ended June 30, 1997 and 1996 is presented below:

      ($ in millions except per share data)

                                             Three Months Ended
                                   June 30, 1997          June 30, 1996    
                                --------------------  --------------------
                                               % of                  % of
                                 Dollars   Net Sales   Dollars   Net Sales
                                 -------   ----------  -------   ---------
      Net sales                   $444.1       100.0%   $420.8      100.0%
      Earnings from operations      35.0         7.9%     29.6        7.0%
      Interest expense               9.4         2.1%     11.4        2.7%
      Income tax expense             9.9         2.2%      7.3        1.7%
      Net earnings                  16.5         3.7%     11.7        2.8%
      Net earnings per common share 0.26           -      0.18          -  

      Gross profit (1)            $112.7        25.4%   $108.5       25.8%


                                                  Six Months Ended
                                    June 30, 1997          June 30, 1996   
                               -------------------    -------------------
                                             % of                   % of
                              Dollars   Net Sales    Dollars   Net Sales
                              -------   ---------    -------   ---------
      Net sales               $894.0       100.0%     $844.7      100.0%
      Earnings from operations  70.6         7.9%       60.3        7.1%
      Interest expense          18.5         2.1%       25.1        3.0%
      Income tax expense        20.2         2.3%       14.2        1.7%
      Net earnings              33.6         3.8%       22.5        2.7%
      Net earnings per common 
        share                   0.53           -        0.37          -   

      Gross profit (1)        $226.1        25.3%     $213.8       25.3%

      (1)  The Company believes that gross profit provides useful
           information regarding a company's financial performance.  Gross
           profit has been calculated by subtracting cost of operations
           and the portion of depreciation associated with cost of goods
           sold from net sales.



                                    Three Months Ended   Six Months Ended
                                        June 30,             June 30,
                                     1997       1996       1997      1996
                                   -------   ---------  -------    ------ 
         Net sales                  $444.1     $420.8    $894.0     $844.7
         Cost of operations          321.3      302.6     647.5      611.5
         Depreciation (associated 
           with cost of goods sold)   10.1        9.7      20.4       19.4
                                    ------     ------    ------     ------
         Gross profit               $112.7     $108.5    $226.1     $213.8
                                    ======     ======    ======     ======

      Net sales for the three months ended June 30, 1997 were $444.1
      million, compared to $420.8 million in the three months ended June
      30, 1996, an increase of $23.3 million or 5.6%.  For the six months
      ended June 30, 1997, net sales increased $49.3 or 5.8% to $894.0
      million from $844.7 million for the six months ended June 30, 1996. 
      The increase in net sales was achieved through continued success of
      the Company's product, marketing and distribution programs.

      Earnings from operations for the three months ended June 30, 1997
      increased by $5.4 million or 18.1% from the comparable prior year
      period.  Earnings from operations for the three months ended June
      30, 1997 and June 30, 1996 were 7.9% and 7.0% of net sales,
      respectively.  For the six months ended June 30, 1997, earnings from
      operations increased by $10.3 million, or 17.0% from the comparable
      six months of 1996.  As a percentage of net sales, earnings from
      operations for the six months ended June 30, 1997 and June 30, 1996
      were 7.9% and 7.1%, respectively.  The increase in operating
      earnings was due to higher sales volume and good control of selling,
      general and administrative expenses.

      Interest expense totaled $9.4 million and $18.5 million for the
      three months and six months ended June 30, 1997, respectively,
      compared to $11.4 million and $25.1 million for the prior year
      comparable periods.  The decrease in interest expense resulted from
      lower long-term debt during the periods and reduced interest rates.

      The effective income tax rates were 37.6% and 38.6% for the three
      months ended June 30, 1997 and June 30, 1996, respectively and 37.6%
      and 38.7% for the six months ended June 30, 1997 and June 30, 1996,<PAGE>

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

      Net earnings per common share on both a primary and fully diluted
      basis were $0.26 and $0.53 for the three months and six months ended
      June 30, 1997, respectively, compared with $0.18 and $0.37 for the
      same periods last year.  Average common and common equivalent shares
      outstanding used in the calculation of net earnings per common share
      on a primary and fully diluted basis were 63,382,000 and 63,697,000,
      respectively, for the three months ended June 30, 1997, and
      63,704,000 and 64,019,000, respectively, for the three months ended
      June 30, 1996.  For the six months ended June 30, 1997 and June 30,
      1996 average common and common equivalent shares outstanding used in
      the calculation of net earnings per common share on a primary and
      fully diluted basis were 63,535,000 and 63,928,000, respectively and
      59,958,000 and 60,694,000, respectively.

      FINANCIAL CONDITION

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

      Cash and cash equivalents at June 30, 1997 amounted to $14.9
      million, compared with $19.4 million at December 31, 1996.  During
      the six months ended June 30, 1997, net cash provided by operating
      activities totaled $24.9 million, net cash used by investing
      activities totaled $17.8 million and net cash used by financing
      activities totaled $11.6 million.

      Working capital was $498.0 at June 30, 1997, compared with $462.7
      million at December 31, 1996.  The current ratio was 4.6 to 1 at
      June 30, 1997, compared to 4.2 to 1 at December 31, 1996.

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

      As of June 30, 1997, long-term debt consisted of the following, in
      millions:

         Secured credit agreement      
           Revolving credit facility           $315.0   
           Term loan facility                   200.0
         Receivables securitization facility    210.0
         Other                                   12.8
                                               ------
                                               $737.8
                                               ======

      On June 27, 1997, the Company completed the repurchase of 10,842,299
      shares of its common stock and warrants to purchase 290,821 shares<PAGE>


      of common stock from Apollo Investment Fund, L.P. and Lion Advisors,
      L.P. for approximately $170.5 million.  The Company financed the
      repurchase by amending its Secured Credit Agreement to include a new
      term loan facility of $200.0 million.  The term loan facility is a
      non-amortizing ten-year facility, bearing interest at a base rate
      plus 0.75% or at an adjusted Eurodollar rate plus 1.75%, depending
      upon the type of loan the Company executes.  Net cash proceeds
      received from the term loan facility in excess of the amount
      required for the stock and warrant repurchase and associated fees
      and expenses were used to reduce outstanding borrowings from the
      revolving credit facility under the Company's existing Secured
      Credit Agreement.

      To meet short-term 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, 1997, there were
      $315.0 million of cash borrowings outstanding under the revolving
      credit facility and $32.5 million in letters of credit outstanding,
      leaving an excess of $127.5 million available under the revolving
      credit facility.

      In addition to the revolving credit facility, the Company also had
      $15.0 million of excess availability under its Receivables
      Securitization Facility as of June 30, 1997.

      The Company believes its revolving credit facility within the
      Secured Credit Agreement and Receivables Secruitization Facility,
      together with cash generated from operations, will be adequate to
      meet liquidity requirements for the foreseeable future.<PAGE>





      PART II OTHER INFORMATION


      Item 2.   Change in Securities

           On July 7, 1997 the Company announced that on August 15, 1997
           it will redeem all of its outstanding Series 1 Warrants for a
           redemption price of $0.006 per warrant.  Each Series 1 Warrant
           gives the holder the right to purchase one share of the
           Company's Common Stock at $7.13 per share.

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

           (a)   April 29, 1997 Annual Meeting of Stockholders.

           (c)   Proposal to increase the shares reserved for issuance
                 under the Furniture Brands 1992 Stock Option Plan.

                    Affirmative votes   54,833,713
                    Negative votes       1,109,900

                 Proposal to adopt the Furniture Brands Executive
                 Incentive Plan

                    Affirmative votes   53,455,983
                    Negative votes       2,442,511

      Item 5.   Other Information

          On June 27, 1997, the Company announced that the secondary
          offering of 11 million shares of its common stock beneficially
          owned by Apollo Investment Fund, L.P. ("Apollo") and Lion
          Advisors, L.P. ("Lion") on behalf of an investment account under
          management was completed.  At the same time, the Company closed
          on its agreement with Apollo and Lion to purchase 10,842,299
          shares of its common stock and 290,821 Series I Warrants
          beneficially owned by Apollo and Lion.  To finance the share and
          warrant repurchase, which approximated $170 million, the Company
          entered into a non-amortizing 10-year senior bank facility led
          by Bankers Trust Company.  All eight Apollo representatives
          resigned from the Company's Board of Directors.  On July 8, 1997
          underwriters exercised their option to purchase 1,100,000 shares
          to cover over-allotments in the secondary offering, if any.

          On July 29, 1997, the Company announced that Katherine Button
          Bell, Michael S. Gross, Brent B. Kincaid and Albert E. Suter
          were elected to the Company's Board of Directors.


      Item 6.   Exhibits and Reports on Form 8-K

        (a)   4(a)  Credit Agreement, dated as of November 17, 1994, as
                    amended and restated as of December 29, 1995;
                    September 6, 1996;  and June 27, 1997, among the<PAGE>

                    Company, Broyhill Furniture Industries, Inc., The
                    Lane Company, Incorporated, Thomasville Furniture
                    Industries, Inc., Various Banks, Credit Lyonnais New
                    York Branch, as Documentation Agent, Nationsbank,
                    N.A., as Syndication Agent and Bankers Trust
                    Company, as Administrative Agent.

              4(b)  Amendment No. 3, dated as of June 27, 1997, to the
                    Purchase and Contribution Agreement, dated as of
                    November 15, 1994, as amended and restated as of
                    December 29, 1995; June 27, 1996; and September 6,
                    1996 among The Lane Company, Incorporated, Action
                    Industries, Inc., Broyhill Furniture Industries,
                    Inc. and Thomasville Furniture Industries, Inc. as
                    Sellers and INTERCO Receivables Corp. as Purchaser.

              4(c)  Amendment No. 3, dated as of June 27, 1997, to the
                    Receivables Purchase Agreement, dated as of November
                    15, 1994, as amended and restated as of December 29,
                    1995; June 27, 1996;  and September 6, 1996 among
                    INTERCO Receivables Corp. as Seller, Atlantic Asset
                    Securitization Corp., as Issuer, and Credit Lyonnais
                    New York Branch, as Agent for the Investors.

              11.   Statement Re Computation of Net Earnings Per Common
                    Share.

              27.   Financial Data Schedule

        (b)   A Form 8-K was filed on May 29, 1997, announcing a
              plan for Apollo and its affiliate Lion to exit all
              or substantially all of its investment in the
              Company.<PAGE>





                                 SIGNATURE


      Pursuant to the requirements of the Securities Exchange Act of 1934,
      the registrant has duly caused this report to be signed on its
      behalf by the undersigned thereunto duly authorized.


                                 Furniture Brands International, Inc.
                                           (Registrant)



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




      Date:  August 15, 1997<PAGE>