FORM 10-QSECURITIES AND EXCHANGE
COMMISSIONWashington, 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 March 31, 2005 or                                         
|    |                                                                                          
|    | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
|    | For the transition period from ____________ to ____________                              
|    |                                                                                          
|    | Commission file number I-91                                                              
|    |                                                                                          
|    | Furniture Brands International, Inc.                                                     
|    | (Exact name of registrant as specified in its charter)                                   

| | Delaware                                           | 43-0337683         
| | -------------------------------------------------- | -------------------
| | (State or other jurisdiction of                    | (I.R.S. Employer   
| | incorporation or organization)                     | Identification No.)
| |                                                    |                    
| | 101 South Hanley Road, St. Louis, Missouri         | 63105              
| | (Address of principal executive offices)           | (Zip Code)         
| |                                                    |                    
| | Registrant's telephone number, including area code | (314) 863-1100     

| |                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------
| | Former name, former address and former fiscal year, if changed since last report                                                     
| |                                                                                                                                      
| |                                                                                                                                      
| | Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the          
| | Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file  
| | such reports), and (2) has been subject to such filing requirements for the past 90 days.                                            
| |                                                                                                                                      
| | Yes X           No                                                                                                                   
| |                                                                                                                                      
| |                                                                                                                                      
| | Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b-2 of the Exchange Act).               
| | Yes X           No                                                                                                                   
| |                                                                                                                                      
| |                                                                                                                                      
| | APPLICABLE ONLY TO
CORPORATE ISSUERS                                                                                                 
| |                                                                                                                                      
| |                                                                                                                                      
| | Indicate the number
        of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| |                                                                                                                                      
| | 56,482,541 shares as
of April 30, 2005                                                                                               

---



PART I   FINANCIAL
INFORMATION

Item 1.    
Financial Statements

Consolidated Financial Statements for
the quarter ended March 31, 2005.

| | Consolidated Balance Sheets
| | ---------------------------

| | Consolidated Statements of Operations:
| | --------------------------------------

| | Three Months Ended March 31, 2005
| | ---------------------------------
| | Three Months Ended March 31, 2004

| | Consolidated Statements of Cash Flows:
| | --------------------------------------

| | Three Months Ended March 31, 2005
| | ---------------------------------
| | Three Months Ended March 31, 2004

| | 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 ended March 31, 2005 are not necessarily
indicative of the results to be expected for the full year. The interim consolidated
financial statements should be read in conjunction with the consolidated financial
statements and accompanying notes included in the Companys Annual Report on Form
10-K for the year ended December 31, 2004.

---



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

|                                                                           |  |  |   | March 31, 2005 |   |   | December 31, 2004 |  
|-------------------------------------------------------------------------- |  |  | - | -------------- | - | - | ----------------- | -
|ASSETS                                                                     |  |  |   |                |   |   |                   |  
|Current assets:                                                            |  |  |   |                |   |   |                   |  
|Cash and cash equivalents                                                  |  |  | $ | 68,725         |   | $ | 51,248            |  
|Receivables, less allowances of $21,529 ($20,919 at December 31, 2004)     |  |  |   | 395,584        |   |   | 374,733           |  
|Inventories (Note 1)                                                       |  |  |   | 429,751        |   |   | 444,828           |  
|Deferred income taxes                                                      |  |  |   | 28,361         |   |   | 28,044            |  
|Prepaid expenses and other current assets                                  |  |  |   | 7,339          |   |   | 9,272             |  
|Total current assets                                                       |  |  |   | 929,760        |   |   | 908,125           |  
|Property, plant and equipment                                              |  |  |   | 686,052        |   |   | 682,596           |  
|Less accumulated depreciation                                              |  |  |   | 406,891        |   |   | 397,623           |  
|Net property, plant and equipment                                          |  |  |   | 279,161        |   |   | 284,973           |  
|Goodwill                                                                   |  |  |   | 183,097        |   |   | 183,097           |  
|Other intangible assets                                                    |  |  |   | 169,671        |   |   | 169,671           |  
|Other assets                                                               |  |  |   | 54,899         |   |   | 41,893            |  
|                                                                           |  |  | $ | 1,616,588      |   | $ | 1,587,759         |  
|                                                                           |  |  |   |                |   |   |                   |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                       |  |  |   |                |   |   |                   |  
|Current liabilities:                                                       |  |  |   |                |   |   |                   |  
|Accrued interest expense                                                   |  |  | $ | 437            |   | $ | 538               |  
|Accounts payable and other accrued expenses                                |  |  |   | 205,533        |   |   | 196,472           |  
|Total current liabilities                                                  |  |  |   | 205,970        |   |   | 197,010           |  
|Long-term debt                                                             |  |  |   | 302,400        |   |   | 302,400           |  
|Deferred income taxes                                                      |  |  |   | 77,666         |   |   | 78,305            |  
|Other long-term liabilities                                                |  |  |   | 57,781         |   |   | 52,561            |  
|                                                                           |  |  |   |                |   |   |                   |  
|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 56,482,541 shares at March 31, 2005 and December 31, 2004           |  |  |   | 56,483         |   |   | 56,483            |  
|Paid-in capital                                                            |  |  |   | 225,910        |   |   | 226,602           |  
|Retained earnings                                                          |  |  |   | 806,654        |   |   | 789,856           |  
|Accumulated other comprehensive income (expense) (Note 3)                  |  |  |   | (28,483        | ) |   | (31,076           | )
|Treasury stock at cost (3,423,079 shares at March 31, 2005                 |  |  |   |                |   |   |                   |  
|and 3,266,456 shares at December 31, 2004)                                 |  |  |   | (87,793        | ) |   | (84,382           | )
|Total shareholders' equity                                                 |  |  |   | 972,771        |   |   | 957,483           |  
|                                                                           |  |  | $ | 1,616,588      |   | $ | 1,587,759         |  

See accompanying notes to
consolidated financial statements.

---

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

|                                             |  |  |   | Three Months |  |   | Three Months | 
|-------------------------------------------- |  |  | - | ------------ |  | - | ------------ | 
|                                             |  |  |   | Ended        |  |   | Ended        | 
|                                             |  |  |   | March 31,    |  |   | March 31,    | 
|                                             |  |  |   | 2005         |  |   | 2004         | 
|                                             |  |  |   |              |  |   |              | 
|Net sales                                    |  |  | $ | 641,565      |  | $ | 677,561      | 
|                                             |  |  |   |              |  |   |              | 
|Cost of sales                                |  |  |   | 478,326      |  |   | 499,796      | 
|                                             |  |  |   |              |  |   |              | 
|Gross profit                                 |  |  |   | 163,239      |  |   | 177,765      | 
|                                             |  |  |   |              |  |   |              | 
|Selling, general and administrative expenses |  |  |   | 124,718      |  |   | 121,539      | 
|                                             |  |  |   |              |  |   |              | 
|Earnings from operations                     |  |  |   | 38,521       |  |   | 56,226       | 
|                                             |  |  |   |              |  |   |              | 
|Interest expense                             |  |  |   | 3,102        |  |   | 4,926        | 
|                                             |  |  |   |              |  |   |              | 
|Other income, net                            |  |  |   | 1,890        |  |   | 707          | 
|                                             |  |  |   |              |  |   |              | 
|Earnings before income tax expense           |  |  |   | 37,309       |  |   | 52,007       | 
|                                             |  |  |   |              |  |   |              | 
|Income tax expense                           |  |  |   | 12,525       |  |   | 18,798       | 
|                                             |  |  |   |              |  |   |              | 
|Net earnings                                 |  |  | $ | 24,784       |  | $ | 33,209       | 
|                                             |  |  |   |              |  |   |              | 
|Net earnings per common share:               |  |  |   |              |  |   |              | 
|                                             |  |  |   |              |  |   |              | 
|Basic                                        |  |  | $ | 0.47         |  | $ | 0.59         | 
|                                             |  |  |   |              |  |   |              | 
|Diluted                                      |  |  | $ | 0.46         |  | $ | 0.58         | 
|                                             |  |  |   |              |  |   |              | 
|Weighted average common shares outstanding   |  |  |   |              |  |   |              | 
|(Note 2):                                    |  |  |   |              |  |   |              | 
|                                             |  |  |   |              |  |   |              | 
|Basic                                        |  |  |   | 53,211,846   |  |   | 56,203,160   | 
|                                             |  |  |   |              |  |   |              | 
|Diluted                                      |  |  |   | 53,507,094   |  |   | 57,093,605   | 

See accompanying notes to
consolidated financial statements.

---



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

|                                                         |  |  |   | Three Months |   |   | Three Months |  
|-------------------------------------------------------- |  |  | - | ------------ | - | - | ------------ | -
|                                                         |  |  |   | Ended        |   |   | Ended        |  
|                                                         |  |  |   | March 31,    |   |   | March 31,    |  
|                                                         |  |  |   | 2005         |   |   | 2004         |  
|Cash flows from operating activities:                    |  |  |   |              |   |   |              |  
|Net earnings                                             |  |  | $ | 24,784       |   | $ | 33,209       |  
|Adjustments to reconcile net earnings to net cash        |  |  |   |              |   |   |              |  
|provided by operating activities:                        |  |  |   |              |   |   |              |  
|Depreciation and amortization                            |  |  |   | 11,803       |   |   | 12,617       |  
|Other, net                                               |  |  |   | 1,504        |   |   | 328          |  
|Increase in receivables                                  |  |  |   | (20,851      | ) |   | (51,123      | )
|Decrease in inventories                                  |  |  |   | 15,077       |   |   | 9,755        |  
|(Increase) decrease in prepaid expenses and other assets |  |  |   | (9,174       | ) |   | 2,720        |  
|Increase in accounts payable, accrued interest           |  |  |   |              |   |   |              |  
|expense and other accrued expenses                       |  |  |   | 9,198        |   |   | 36,599       |  
|Increase (decrease) in net deferred tax liabilities      |  |  |   | (2,205       | ) |   | 4,692        |  
|Increase (decrease) in other long-term liabilities       |  |  |   | 5,557        |   |   | (10,479      | )
|Net cash provided by operating activities                |  |  |   | 35,693       |   |   | 38,318       |  
|Cash flows from investing activities:                    |  |  |   |              |   |   |              |  
|Proceeds from the disposal of assets                     |  |  |   | 2,139        |   |   | 2,539        |  
|Additions to property, plant and equipment               |  |  |   | (7,941       | ) |   | (5,189       | )
|Net cash used by investing activities                    |  |  |   | (5,802       | ) |   | (2,650       | )
|Cash flows from financing activities:                    |  |  |   |              |   |   |              |  
|Proceeds from the issuance of common stock               |  |  |   | --           |   |   | 4,197        |  
|Payments of cash dividends                               |  |  |   | (7,986       | ) |   | (7,001       | )
|Proceeds from the issuance of treasury stock             |  |  |   | 572          |   |   | 7,030        |  
|Payments for the purchase of treasury stock              |  |  |   | (5,000       | ) |   | (13,289      | )
|Net cash used by financing activities                    |  |  |   | (12,414      | ) |   | (9,063       | )
|Net increase in cash and cash equivalents                |  |  |   | 17,477       |   |   | 26,605       |  
|Cash and cash equivalents at beginning of period         |  |  |   | 51,248       |   |   | 71,668       |  
|Cash and cash equivalents at end of period               |  |  | $ | 68,725       |   | $ | 98,273       |  
|Supplemental Disclosure:                                 |  |  |   |              |   |   |              |  
|Cash payments (refunds) for income taxes, net            |  |  | $ | 15,500       |   | $ | (1,154       | )
|Cash payments for interest expense                       |  |  | $ | 3,153        |   | $ | 4,743        |  

See accompanying notes to consolidated financial statements.

---



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

(1)    
          Inventories are summarized as follows:

| |  |  |                   |  |  |   | March 31, |  |   | December 31, | 
| |  |  | ----------------- |  |  | - | --------- |  | - | ------------ | 
| |  |  |                   |  |  |   | 2005      |  |   | 2004         | 
| |  |  | Finished products |  |  | $ | 256,388   |  | $ | 268,170      | 
| |  |  | Work-in-process   |  |  |   | 51,794    |  |   | 49,362       | 
| |  |  | Raw materials     |  |  |   | 121,569   |  |   | 127,296      | 
| |  |  |                   |  |  | $ | 429,751   |  | $ | 444,828      | 

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

| |  |  |                               |  |  |  | Three Months |  |  | Three Months | 
| |  |  | ----------------------------- |  |  |  | ------------ |  |  | ------------ | 
| |  |  |                               |  |  |  | Ended        |  |  | Ended        | 
| |  |  |                               |  |  |  | March 31,    |  |  | March 31,    | 
| |  |  |                               |  |  |  | 2005         |  |  | 2004         | 
| |  |  | Weighted average shares used  |  |  |  |              |  |  |              | 
| |  |  | for basic net earnings per    |  |  |  |              |  |  |              | 
| |  |  | common share                  |  |  |  | 53,211,846   |  |  | 56,203,160   | 
| |  |  | Effect of dilutive securities |  |  |  |              |  |  |              | 
| |  |  | Stock options                 |  |  |  | 295,248      |  |  | 890,445      | 
| |  |  | Weighted average shares used  |  |  |  |              |  |  |              | 
| |  |  | for diluted net earnings      |  |  |  |              |  |  |              | 
| |  |  | per common share              |  |  |  | 53,507,094   |  |  | 57,093,605   | 

(3)    
          Comprehensive income (expense) is as follows:

| |  |  |                                       |  |  |   | Three Months |  |   | Three Months |  
| |  |  | ------------------------------------- |  |  | - | ------------ |  | - | ------------ | -
| |  |  |                                       |  |  |   | Ended        |  |   | Ended        |  
| |  |  |                                       |  |  |   | March 31,    |  |   | March 31,    |  
| |  |  |                                       |  |  |   | 2005         |  |   | 2004         |  
| |  |  | Net earnings                          |  |  | $ | 24,784       |  | $ | 33,209       |  
| |  |  | Other comprehensive income (expense), |  |  |   |              |  |   |              |  
| |  |  | net of tax:                           |  |  |   |              |  |   |              |  
| |  |  | Financial instruments accounted       |  |  |   |              |  |   |              |  
| |  |  | for as hedges                         |  |  |   | 2,319        |  |   | 1,835        |  
| |  |  | Foreign currency translation          |  |  |   | 274          |  |   | (183         | )
| |  |  | Other comprehensive income (expense)  |  |  |   | 2,593        |  |   | 1,652        |  
| |  |  |                                       |  |  | $ | 27,377       |  | $ | 34,861       |  

---



| | The components of accumulated other comprehensive income (expense), each presented net of tax
benefit, are as follows:
| | ----------------------------------------------------------------------------------------------------------------------

| |  |  |                                       |  |  |   | March 31, |   |   | December 31, |  
| |  |  | ------------------------------------- |  |  | - | --------- | - | - | ------------ | -
| |  |  |                                       |  |  |   | 2005      |   |   | 2004         |  
| |  |  | Market value of financial instruments |  |  |   |           |   |   |              |  
| |  |  | accounted for as hedges               |  |  | $ | 6,327     |   | $ | 4,008        |  
| |  |  | Minimum pension liability             |  |  |   | (34,092   | ) |   | (34,092      | )
| |  |  | Foreign currency translation          |  |  |   | (718      | ) |   | (992         | )
| |  |  |                                       |  |  | $ | (28,483   | ) | $ | (31,076      | )

---



|(4) | The
Company accounts for stock-based compensation using the intrinsic value method as
prescribed by Accounting Principles Board Opinion No. 25. Had compensation cost for the
Companys stock-based compensation plan been determined consistent with SFAS No.
123, net earnings and earnings per common share would have been as follows:
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |                                                              |  |  |   | Three Months |   |   | Three Months |  
| |  |  | ------------------------------------------------------------ |  |  | - | ------------ | - | - | ------------ | -
| |  |  |                                                              |  |  |   | Ended        |   |   | Ended        |  
| |  |  |                                                              |  |  |   | March 31,    |   |   | March 31,    |  
| |  |  |                                                              |  |  |   | 2005         |   |   | 2004         |  
| |  |  | Net earnings - as reported                                   |  |  | $ | 24,784       |   | $ | 33,209       |  
| |  |  |                                                              |  |  |   |              |   |   |              |  
| |  |  | Deduct: Stock-based employee compensation expense determined |  |  |   |              |   |   |              |  
| |  |  | under fair value based method, net of income tax benefits    |  |  |   | (1,099       | ) |   | (1,220       | )
| |  |  | Net earnings - pro forma                                     |  |  | $ | 23,685       |   | $ | 31,989       |  
| |  |  | Earnings per share - basic:                                  |  |  |   |              |   |   |              |  
| |  |  | As reported                                                  |  |  | $ | 0.47         |   | $ | 0.59         |  
| |  |  | Pro forma                                                    |  |  | $ | 0.45         |   | $ | 0.57         |  
| |  |  |                                                              |  |  |   |              |   |   |              |  
| |  |  | Earnings per share - diluted:                                |  |  |   |              |   |   |              |  
| |  |  | As reported                                                  |  |  | $ | 0.46         |   | $ | 0.58         |  
| |  |  | Pro forma                                                    |  |  | $ | 0.45         |   | $ | 0.56         |  

| | In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123
(revised 2004), Share-Based Payment. This statement is a revision of SFAS No. 123, and
supersedes APB Opinion No. 25. SFAS No. 123 (revised 2004) establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments for goods
or services. The statement is effective as of the beginning of the first interim or
annual reporting period that begins after December 15, 2005. Although management has not
yet determined the final impact that SFAS No. 123 (revised 2004) will have on the Companys
financial position and results of operations, it is not anticipated that the annual
impact will be materially different than the pro forma disclosure above.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | The
components of net periodic pension cost for Company-sponsored defined           benefit
plans are as follows:
|--- | -----------------------------------------------------------------------------------------------------------------

| |  |  |                                |  |  |   | Three Months |   |   | Three Months |  
| |  |  | ------------------------------ |  |  | - | ------------ | - | - | ------------ | -
| |  |  |                                |  |  |   | Ended        |   |   | Ended        |  
| |  |  |                                |  |  |   | March 31,    |   |   | March 31,    |  
| |  |  |                                |  |  |   | 2005         |   |   | 2004         |  
| |  |  | Service cost                   |  |  | $ | 3,400        |   | $ | 3,363        |  
| |  |  | Interest cost                  |  |  |   | 6,425        |   |   | 6,153        |  
| |  |  | Expected return on plan assets |  |  |   | (6,500       | ) |   | (7,087       | )
| |  |  | Net amortization and deferral  |  |  |   | 1,669        |   |   | 982          |  
| |  |  |                                |  |  | $ | 4,994        |   | $ | 3,411        |  

|(6) | The
Company has provided guarantees related to store leases for certain
                    independent dealers opening Company-branded stores (e.g., Thomasville
Home                     Furnishings Stores). The guarantees range from one to fifteen
years and                     generally require the Company to make lease payments in the
event of default by                     the dealer. In the event of default, the Company
has the right to assign or                     assume the lease. The total future lease
payments guaranteed at March 31, 2005                     were $96,108. The Company
believes the risk of significant loss from these lease                     guarantees is
remote.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | The
Company recognizes sales when finished goods are shipped, with appropriate
                    provisions for returns and uncollectible accounts. Shipping revenues
have                     historically been netted against related expenses. We have reclassified these
revenues to net sales, increasing net sales and cost of sales by $19,030 in the three
months ended March 31, 2004. This reclassification had no impact on earnings.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---



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

RESULTS
OF OPERATIONS

Furniture Brands International, Inc.
(referred to herein as the Company) is one of the largest home (residential)
furniture manufacturers in the United States. The Company markets its products through
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 Ended
March 31, 2005 and 2004

Selected financial information for
the three months ended March 31, 2005 and March 31, 2004 is presented below:

(Dollars in millions except per
share data)

|                                             | Three Months Ended
|-------------------------------------------- | ------------------
|
|                                             |                   
|                                             |                   
|Net sales                                    |                   
|Cost of sales                                |                   
|Gross profit                                 |                   
|Selling, general and administrative expenses |                   
|Earnings from operations                     |                   
|Interest expense                             |                   
|Other income, net                            |                   
|Earning before income tax expense            |                   
|Income tax expense                           |                   
|Net earnings                                 |                   
|Net earnings per common share - diluted      |                   

Net sales for the three months ended
March 31, 2005 were $641.6 million, compared to $677.6 million in the three months ended
March 31, 2004, a decrease of $36.0 million or 5.3%. The Company continues to see a
challenging and inconsistent business environment in the furniture industry with net
sales in the upper-price points showing a slight increase when compared with the prior
year; however, net sales for operating companies selling in the mid-price points were
negative.

Cost of sales for the three months
ended March 31, 2005 was $478.4 million compared to $499.8 million in the three months
ended March 31, 2004. Cost of sales as a percentage of net sales increased from 73.8% in
the three months ended March 31, 2004 to 74.6% in the three months ended March 31, 2005.
The increase in cost of sales as a percentage of net sales was due in part to increases
in raw material prices.

Selling, general and administrative
expenses for the three months ended March 31, 2005 were $124.7 million compared to $121.6
million in the three months ended March 31, 2004. As a percentage of net sales, these
expenses were 19.4% and 17.9% for the three months ended March 31, 2005 and March 31,
2004, respectively. Restructuring, asset impairment and severance charges totaling $2.5
million and increases in pension expense (due primarily to actuarial assumption changes)
contributed to the increase in selling, general and administrative expenses.

---



Interest expense totaled $3.1
million for the three months ended March 31, 2005 compared to $4.9 million in the prior
year comparable period. The decrease in interest expense reflects lower interest rates
due to the positive impact of the interest rate swaps which are used to hedge $300.0
million of the floating rate debt.

Other income, net for the three
months ended March 31, 2005 and March 31, 2004 totaled $1.9 million and $0.7 million,
respectively. For the three months ended March 31, 2005 other income consisted of
interest on short-term investments and notes receivable of $0.3 million and other
miscellaneous income and expense items totaling $1.6 million. Other miscellaneous income
and expense included proceeds received from an anti-trust lawsuit settlement.

The effective income tax rate was
33.6% and 36.1% for the three months ended March 31, 2005 and March 31, 2004,
respectively. The effective income tax rate for the three months ended March 31, 2005 was
favorably impacted by lower provisions for state and local income taxes and nontaxable
income attributable to domestic manufacturing deductions.

Net earnings per common share for
basic and diluted were $0.47 and $0.46, respectively, for the three months ended March
31, 2005, compared with $0.59 and $0.58, respectively, for the same period last year.
Average common and common equivalent shares outstanding used in the calculation of net
earnings per common share on a basic and diluted basis were 53,211,846 and 53,507,094,
respectively, for the three months ended March 31, 2005 and 56,203,160 and 57,093,605,
respectively, for the three months ended March 31, 2004. The reduction in average shares
was due to the impact of stock repurchases during 2004 and the impact of stock options
using the treasury method of calculation.

FINANCIAL CONDITION

Working Capital

Cash and cash equivalents at March
31, 2005 amounted to $68.7 million, compared with $51.2 million at December 31, 2004.
During the three months ended March 31, 2005, net cash provided by operating activities
totaled $35.7 million, net cash used by investing activities totaled $5.8 million and net
cash used by financing activities totaled $12.4 million.

Working capital was $723.8 million
at March 31, 2005, compared with $711.1 million at December 31, 2004. The current ratio
was 4.5-to-1 at March 31, 2005, compared to 4.6-to-1 at December 31, 2004.

Financing Arrangements

As of March 31, 2005, long-term debt
consisted of the following in millions:

| | Revolving credit facility (unsecured) | $300.0 | 
| | ------------------------------------- | ------ | 
| | Other                                 | 2.4    | 
| |                                       | $302.4 | 

To meet short-term capital and other
financial requirements, the Company maintains a $550.0 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 March 31, 2005, there were
$300.0 million in cash borrowings and $17.4 million in letters of credit outstanding
under the revolving credit facility, leaving an excess of $232.6 million available for
future liquidity needs.

The facility requires the Company to
meet certain financial covenants including a minimum consolidated net worth and maximum
leverage ratio. As of March 31, 2005, 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 March 31, 2005, loans outstanding under the
revolving credit facility consisted of $300.0 million based on the adjusted Eurodollar
rate, which in conjunction with the interest rate swaps (used to hedge $300.0 million of
the floating rate debt), have a weighted average interest rate of 3.53%.

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

Recently Issued Statements of
Financial Accounting Standards

In March 2005, The Financial
Accounting Standards Board (FASB) issued FASB Interpretation No. 47, Accounting for
Conditional Asset Retirement Obligations (FIN 47). FIN 47 provides guidance relating to
the identification and recognition of legal obligations to perform an asset retirement
activity. The interpretation requires an entity to recognize a liability for the fair
value of a conditional asset retirement obligation if the fair value of the liability can
be reasonably estimated. This interpretation is effective for the Company no later than
December 31, 2005. We are currently evaluating the impact, if any, that the adoption of
FIN 47 will have on the Companys financial position and results of operations.

In December 2004, the FASB issued
Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based
Payment. This statement is a revision of SFAS No. 123, Accounting for Stock-Based
Compensation and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.
SFAS No. 123 (revised 2004) establishes standards for the accounting for transactions in
which an entity exchanges its equity instruments for good or services. The statement is
effective as of the beginning of the first interim or annual reporting period that begins
after December 15, 2005. Although management has not yet determined the final impact that
SFAS No. 123 (revised 2004) will have on the Companys financial position and
results of operations, it is not anticipated that the impact will be materially different
than the effect disclosed in Note 4 in the Notes to Consolidated Financial Statements.

In November 2004, the FASB issued
SFAS No. 151, Inventory Costs, an amendment of Accounting Research Bulletin (ARB) No. 43,
Chapter 4. This statement clarified the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage) by requiring that they
be recognized as current-period charges. In addition, this statement requires that
allocation of fixed production overhead to inventory be based on the normal capacity of
the production facilities. We are currently evaluating the impact, if any, that the
adoption of SFAS No. 151 will have on the Companys financial position and results
of operations.

OUTLOOK

The Companys written business
for the first quarter of 2005 was off 6.4% from the first quarter of last year, but for
the first three weeks of the second quarter of 2005 the Companys orders are
tracking up against the second quarter of last year. The Company expects net sales to be
up in the low single digits in the second quarter against the second quarter of 2004 and
diluted net earnings per common share in the second quarter to be in the range of 35 to
39 cents, net of about 2 cents in restructuring and severance charges.

FORWARD-LOOKING STATEMENTS

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

---



to anticipate or respond to changes
in consumer tastes and fashion trends; failure to achieve projected sales; business
failures of large customers; distribution and manufacturing realignments and cost savings
programs; increased reliance on offshore (import) sourcing of various products;
fluctuations in the cost, availability and quality of raw materials; product liability
uncertainty; impairment of goodwill and other intangible assets. Other risk factors may
be listed from time to time in the Companys future public releases and SEC reports.
Please refer to the Companys Annual Report on Form 10-K for a more detailed
explanation of the Companys risk factors.

Item 3.    
Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to market
risk from changes in interest rates. The Companys exposure to interest rate risk
consists of its floating rate revolving credit facility. This risk is managed using
interest rate swaps to fix a portion of the Companys floating rate long-term debt.
Currently, interest rate swaps fix the entire outstanding balance on the revolving credit
facility; therefore, an increase in interest rates would have no impact on the Companys
net earnings.

Item 4.    
Controls and Procedures

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

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

---



PART II   OTHER
INFORMATION

Item 2.    
 Unregistered Sales of Equity Securities and Use of Proceeds

# ISSUER PURCHASES OF
EQUITY SECURITIES

| |  |  |             |  |  |  |           |  |   |           |  |  | Total Number     |  |   | Approximate Dollar | 
| |  |  | ----------- |  |  |  | --------- |  | - | --------- |  |  | ---------------- |  | - | ------------------ | 
| |  |  |             |  |  |  |           |  |   |           |  |  | of Shares        |  |   | Value of Shares    | 
| |  |  |             |  |  |  | Total     |  |   | Average   |  |  | Purchased as     |  |   | that May Yet       | 
| |  |  |             |  |  |  | Number    |  |   | Price     |  |  | Part of Publicly |  |   | Be Purchased       | 
| |  |  |             |  |  |  | Of Shares |  |   | Paid      |  |  | Announced Plans  |  |   | Under the Plans    | 
| |  |  | Period      |  |  |  | Purchased |  |   | per Share |  |  | or Programs      |  |   | or Programs        | 
| |  |  | January 1-  |  |  |  |           |  |   |           |  |  |                  |  |   |                    | 
| |  |  | January 31  |  |  |  | --        |  |   | --        |  |  | --               |  | $ | 50,000,000         | 
| |  |  |             |  |  |  |           |  |   |           |  |  |                  |  |   |                    | 
| |  |  | February 1- |  |  |  |           |  |   |           |  |  |                  |  |   |                    | 
| |  |  | February 28 |  |  |  | --        |  |   | --        |  |  | --               |  |   | 50,000,000         | 
| |  |  |             |  |  |  |           |  |   |           |  |  |                  |  |   |                    | 
| |  |  | March 1-    |  |  |  |           |  |   |           |  |  |                  |  |   |                    | 
| |  |  | March 31    |  |  |  | 218,204   |  |   | 22.91     |  |  | 218,204          |  |   | 45,000,015         | 
| |  |  |             |  |  |  |           |  |   |           |  |  |                  |  |   |                    | 
| |  |  | Total       |  |  |  | 218,204   |  | $ | 22.91     |  |  | 218,204          |  |   |                    | 

On August 2, 2004, the Company
announced that its Board of Directors authorized the repurchase of an additional $50
million of its Common Stock over a period of 12 months.

Item 6.    
          Exhibits and Reports on Form 8-K

|(a) |  | 31       
Certifications of W. G. Holliman, Chief Executive Officer of the Company and
          Denise L. Ramos, Chief Financial                                
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  | Officer of the Company, Pursuant to Rule
          13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the                                                
|    |  | Sarbanes-Oxley Act of 2002.                                                                                                                                      
|    |  |                                                                                                                                                                  
|    |  | 32       
Certifications  of W. G.  Holliman,  Chief  Executive  Officer of the  Company and Denise L. Ramos,
                                    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.                                                                                                                                      

---



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:   May 10, 2005

EXHIBIT INDEX

|Exhibit No. | Description                                                                                                                                            
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                        
|31          | Certifications of W. G. Holliman, Chief Executive Officer of the Company and
          Denise L. Ramos, Chief Financial                                
|            | Officer of the Company, Pursuant to Rule
          13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the                                      
|            | Sarbanes-Oxley Act of 2002.                                                                                                                            
|            |                                                                                                                                                        
|            |                                                                                                                                                        
|32          | Certifications  of W. G.  Holliman,  Chief  Executive  Officer of the  Company and Denise L. Ramos,
                                    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.