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  September 30, 2001 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.

                    50,592,530 Shares as of October 31, 2001
                    ----------------------------------------


<PAGE>




                          PART I FINANCIAL INFORMATION


Item 1.  Financial Statements

Consolidated Financial Statements for the quarter ended September 30, 2001.

                  Consolidated Balance Sheets

                  Consolidated Statements of Operations:

                         Three Months Ended September 30, 2001
                         Three Months Ended September 30, 2000

                         Nine Months Ended September 30, 2001
                         Nine Months Ended September 30, 2000

                  Consolidated Statements of Cash Flows:

                         Nine Months Ended September 30, 2001
                         Nine Months Ended September 30, 2000

                  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 nine months ended  September  30, 2001 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)

                                                                                September 30,             December 31,
                                                                                        2001                     2000
                                                                                ------------              -----------
ASSETS

Current assets:
<S>                                                                             <C>                       <C>
  Cash and cash equivalents.......................                              $     19,399              $    14,606
  Receivables, less allowances of $22,834
    ($23,075 at December 31, 2000)................                                   313,906                  351,804
  Inventories...(Note 1)..........................                                   278,766                  294,454
  Prepaid expenses and other current assets.......                                    28,752                   30,717
                                                                                ------------              -----------
    Total current assets..........................                                   640,823                  691,581
                                                                                ------------              -----------

Property, plant and equipment.....................                                   576,701                  590,342
  Less accumulated depreciation...................                                   315,467                  287,107
                                                                                ------------              -----------
    Net property, plant and equipment.............                                   261,234                  303,235
                                                                                ------------              -----------

Intangible assets.................................                                   279,731                  289,895
Other assets......................................                                    24,611                   20,127
                                                                                ------------              -----------
                                                                                $  1,206,399              $ 1,304,838
                                                                                ============              ===========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accrued interest expense........................                              $      4,265              $     7,646
  Accounts payable and other accrued expenses.....                                   153,008                  135,472
                                                                                ------------              -----------
    Total current liabilities.....................                                   157,273                  143,118
                                                                                ------------              -----------

Long-term debt....................................                                   314,400                  462,000
Other long-term liabilities.......................                                   109,870                  115,815

Shareholders' equity:
  Preferred stock, authorized 10,000,000
    shares, no par value - issued, none...........                                      -                        -
  Common stock, authorized 100,000,000 shares,
    $1.00 stated value - issued 52,277,066
    shares at September 30, 2001 and
    December 31, 2000.............................                                    52,277                   52,277
  Paid-in capital.................................                                   112,660                  118,360
  Retained earnings...............................                                   497,672                  462,473
  Accumulated other comprehensive income (Note 3).                                    (5,895)                     -
  Treasury stock at cost (1,684,536 shares at
    September 30, 2001 and 2,601,759 shares at
    December 31, 2000)............................                                   (31,858)                 (49,205)
                                                                                ------------              -----------
    Total shareholders' equity....................                                   624,856                  583,905
                                                                                ------------              -----------
                                                                                $  1,206,399              $ 1,304,838
                                                                                ============              ===========

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
                                                                                September 30,             September 30,
                                                                                        2001                      2000
                                                                                ------------              ------------

<S>                                                                             <C>                       <C>
Net sales......................................                                 $    448,682              $    499,746

Costs and expenses:
  Cost of operations...........................                                      327,787                   363,122

  Selling, general and administrative expenses.                                       82,115                    77,382

  Depreciation and amortization................                                       13,507                    14,548
                                                                                ------------              ------------

Earnings from operations.......................                                       25,273                    44,694

Interest expense...............................                                        5,197                     8,727

Other income, net..............................                                          790                       404
                                                                                ------------              ------------

Earnings before income tax expense.............                                       20,866                    36,371

Income tax expense.............................                                        6,995                    12,998
                                                                                ------------              ------------

Net earnings...................................                                 $     13,871              $     23,373
                                                                                ============              ============

Net earnings per common share:

  Basic........................................                                       $ 0.27                    $ 0.47
                                                                                      ======                    ======

  Diluted......................................                                       $ 0.27                    $ 0.46
                                                                                      ======                    ======

Weighted average common and common equivalent shares outstanding (Note 2):

  Basic........................................                                   50,503,561                49,636,740
                                                                                ============              ============

  Diluted......................................                                   51,465,726                50,469,708
                                                                                ============              ============


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)


                                                                                 Nine Months               Nine Months
                                                                                       Ended                     Ended
                                                                                September 30,             September 30,
                                                                                        2001                      2000
                                                                                ------------              ------------

<S>                                                                             <C>                       <C>
Net sales......................................                                 $  1,414,512              $  1,596,772

Costs and expenses:
  Cost of operations...........................                                    1,033,237                 1,148,830

  Selling, general and administrative expenses.                                      251,392                   245,676

  Depreciation and amortization................                                       43,530                    45,395

  Asset impairment charges........(Note 5).....                                       18,000                       -
                                                                                ------------              ------------

Earnings from operations.......................                                       68,353                   156,871

Interest expense...............................                                       17,505                    27,644

Other income, net..............................                                        2,209                     2,098
                                                                                ------------              ------------

Earnings before income tax expense and
  extraordinary item...........................                                       53,057                   131,325

Income tax expense.............................                                       17,858                    47,209
                                                                                ------------              ------------

Earnings before extraordinary item.............                                       35,199                    84,116

Extraordinary item - early extinguishment of
  debt, net of income tax benefit..............                                          -                      (2,522)
                                                                                ------------              ------------

Net earnings...................................                                 $     35,199              $     81,594
                                                                                ============              ============

Net earnings per common share - basic:
  Earnings before extraordinary item...........                                       $ 0.70                    $ 1.70
  Extraordinary item - early extinguishment
    of debt....................................                                          -                       (0.05)
                                                                                      ------                    ------

Net earnings per common share - basic..........                                       $ 0.70                    $ 1.65
                                                                                      ======                    ======

Net earnings per common share - diluted:
  Earnings before extraordinary item...........                                       $ 0.69                    $ 1.67
  Extraordinary item - early extinguishment
    of debt....................................                                          -                       (0.05)
                                                                                      ------                    ------

Net earnings per common share - diluted........                                       $ 0.69                    $ 1.62
                                                                                      ======                    ======

Weighted average common and common equivalent shares outstanding (Note 2):
  Basic........................................                                   50,275,443                49,491,919
                                                                                  ==========                ==========

  Diluted......................................                                   51,255,001                50,423,588
                                                                                  ==========                ==========

See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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



                                                                                                 Nine Months            Nine Months
                                                                                                       Ended                  Ended
                                                                                                September 30,          September 30,
                                                                                                        2001                   2000
                                                                                                ------------           ------------

   Cash flows from operating activities:
<S>                                                                                             <C>                    <C>
     Net earnings.........................................                                      $     35,199           $     81,594
     Adjustments to reconcile net earnings to net cash
       provided by operating activities:
         Net loss on early extinguishment of debt.........                                               -                    2,522
         Depreciation of property, plant and equipment....                                            34,485                 36,350
         Amortization of intangible and other assets......                                             9,045                  9,045
         Asset impairment charges.........................                                            18,000                    -
         Noncash interest and other expense...............                                             1,060                  1,355
         (Increase) decrease in receivables...............                                            37,898                (15,864)
         (Increase) decrease in inventories...............                                            15,688                (40,731)
         Increase in prepaid expenses and other assets....                                            (1,465)                (2,176)
         Increase in accounts payable, accrued interest
           expense and other accrued expenses.............                                            20,715                 15,873
         Decrease in net deferred tax liabilities.........                                            (9,385)                (4,141)
         Increase (decrease) in other long-term
           liabilities....................................                                              (958)                 1,723
                                                                                                ------------           ------------
     Net cash provided by operating activities............                                           160,282                 85,550
                                                                                                ------------           ------------

   Cash flows from investing activities:
     Proceeds from the disposal of assets.................                                             2,442                     42
     Additions to property, plant and equipment...........                                           (15,053)               (35,995)
                                                                                                ------------           ------------
     Net cash used by investing activities................                                           (12,611)               (35,953)
                                                                                                ------------           ------------

   Cash flows from financing activities:
     Payments for debt issuance costs.....................                                               -                   (2,090)
     Additions to long-term debt..........................                                               -                  486,500
     Payments of long-term debt...........................                                          (147,600)              (536,600)
     Proceeds from the issuance of treasury stock.........                                             4,722                  2,904
                                                                                                -------------          ------------
     Net cash used by financing activities................                                          (142,878)               (49,286)
                                                                                                ------------           ------------

   Net increase in cash and cash equivalents..............                                             4,793                    311
   Cash and cash equivalents at beginning of period.......                                            14,606                  7,409
                                                                                                ------------           ------------
   Cash and cash equivalents at end of period.............                                      $     19,399           $      7,720
                                                                                                ============           ============

   Supplemental Disclosure:
     Cash payments for income taxes, net..................                                      $     13,238           $     47,831
                                                                                                ============           ============

     Cash payments for interest...........................                                      $     22,473           $     26,300
                                                                                                ============           ============


See accompanying notes to consolidated financial statements.
</TABLE>



<PAGE>


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


(1)  Inventories are summarized as follows:
<TABLE>
<CAPTION>
                                                            September 30,           December 31,
                                                                    2001                   2000
                                                            ------------            -----------

                   <S>                                         <C>                     <C>
              Finished products                             $    129,490            $   125,491
              Work-in-process                                     49,132                 61,932
              Raw materials                                      100,144                107,031
                                                            ------------            -----------
                                                            $    278,766            $   294,454
                                                            ============            ===========
</TABLE>

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

                                                          Three Months Ended                    Nine Months Ended
                                                             September 30,                        September 30,
                                                     ----------------------------         ----------------------------
                                                          2001           2000                  2001           2000
                                                     -------------  -------------         -------------  -------------
<S>                                                     <C>            <C>                   <C>            <C>
        Weighted average shares used
          for basic net earnings per
          common share                                  50,503,561     49,636,740            50,275,443     49,491,919
        Effect of dilutive securities:
          Stock options                                    962,165        832,968               979,558        931,669
                                                        ----------     ----------            ----------     ----------
        Weighted average shares used
          for diluted net earnings
          per common share                              51,465,726     50,469,708            51,255,001     50,423,588
                                                        ==========     ==========            ==========     ==========
</TABLE>


(3)  Comprehensive income (loss), net of tax is as follows:
<TABLE>
<CAPTION>

                                                                       Nine Months Ended
                                                                          September 30,
                                                                       2001           2000
                                                                  -------------  ----------
            <S>                                                        <C>            <C>
       Net earnings                                                  $35,199        $81,594

       Other comprehensive income (loss)
         Cumulative effect of adopting SFAS
           No. 133                                                     2,960            -
         Effect of financial instruments
           accounted for as hedges                                    (8,855)           -
                                                                     -------        -------
                                                                      (5,895)           -
                                                                     -------        -------
       Comprehensive income                                          $29,304        $81,594
                                                                     =======        =======
</TABLE>

(4)  In May 2001, in order to reduce the impact of changes in interest  rates on
     its floating rate long-term  debt, the Company  entered into three interest
     rate swap  agreements each having a notional amount of $100.0 million and a
     termination date in May 2004. The Company pays the counterparties a blended
     fixed rate of 4.93% per annum and receives  payment based upon the floating
     three-month LIBOR rate.

(5)  In the quarter ended September 30, 2001, the Company recorded restructuring
     charges of $1.8  million  ($1.2  million net of taxes).  In the nine months
     ended September 30, 2001, the Company  recorded asset  impairment and other
     restructuring  charges of $21.8 million ($14.2  million net of taxes).  The
     charges  related to the  realignment  of  selected  domestic  manufacturing
     operations  and  consisted of $18.0 million for the write down of property,
     plant and  equipment to realizable  value,  with the balance of the charges
     for severance and benefit related costs. It is anticipated  that additional
     charges of approximately $3.0 million will be incurred during the remaining
     three months of 2001 to complete the restructuring.

(6)  On July 16,  2001,  a large  customer of the Company  filed for  protection
     under  Chapter  11 of the U.S.  Bankruptcy  Code.  This  customer  owed the
     Company  approximately  $7.3  million as of the filing  date.  The  Company
     believes it was adequately reserved at September 30, 2001.


<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
one of the  largest  home  furniture  manufacturers  in the United  States.  The
Company has three primary operating subsidiaries: Broyhill Furniture Industries,
Inc.; Lane Furniture  Industries,  Inc.; and Thomasville  Furniture  Industries,
Inc.

Comparison of Three Months and Nine Months Ended September 30, 2001 and 2000
----------------------------------------------------------------------------

Selected  financial  information  for the three  months  and nine  months  ended
September 30, 2001 and September 30, 2000 is presented below:

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


                                                                                         Three Months Ended
                                                                               September 30, 2001  September 30, 2000
                                                                              ------------------- -------------------
                                                                                           % of               % of
                                                                               Dollars  Net Sales  Dollars  Net Sales
                                                                              --------- ---------  -------- ----------
<S>                                                                             <C>       <C>       <C>       <C>
Net sales                                                                       $448.7    100.0%    $499.8    100.0%
Earnings from operations                                                          25.3      5.6%      44.7      8.9%
Interest expense                                                                   5.2      1.2%       8.7      1.7%
Income tax expense                                                                 7.0      1.6%      13.0      2.6%
Net earnings                                                                      13.9      3.1%      23.4      4.7%
Net earnings per common share -
  diluted                                                                         0.27      -         0.46      -

Gross profit (1)                                                                $112.3     25.0%    $126.8     25.4%


                                                                                          Nine Months Ended
                                                                               September 30, 2001  September 30, 2000
                                                                               ------------------- ------------------
                                                                                           % of               % of
                                                                               Dollars  Net Sales  Dollars  Net Sales
                                                                               -------  ---------  -------  ---------
Net sales                                                                     $1,414.5    100.0%  $1,596.8    100.0%
Earnings from operations                                                          68.4      4.8%     156.9      9.8%
Interest expense                                                                  17.5      1.2%      27.6      1.7%
Income tax expense                                                                17.9      1.3%      47.2      3.0%
Net earnings before extraordinary item                                            35.2      2.5%      84.1      5.3%
Net earnings per common share before
  extraordinary item - diluted                                                    0.69      -         1.67      -

Gross profit (1)                                                                $352.4     24.9%    $416.8     26.1%
</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         Nine Months Ended
                                                    September 30,             September 30,
                                                   2001      2000             2001      2000
                                                 --------  --------         --------  ------
      <S>                                          <C>       <C>             <C>       <C>
      Net sales                                   $448.7    $499.8          $1,414.5  $1,596.8
      Cost of operations                           327.8     363.1           1,033.2   1,148.8
      Depreciation (associated with
        cost of goods sold)                          8.6       9.9              28.9      31.2
                                                  ------    ------          --------  --------
      Gross profit                                $112.3    $126.8          $  352.4  $  416.8
                                                  ======    ======          ========  ========
</TABLE>

Net sales for the three months  ended  September  30, 2001 were $448.7  million,
compared to $499.8  million in the three  months  ended  September  30,  2000, a
decrease of $51.1  million or 10.2%.  The decrease in sales in the quarter arose
primarily  from an overall  softness in order  trends which has been ongoing for
more than a year. Most of the sales decrease occurred at the operating companies
with product lines more heavily  concentrated in case goods (wood) as opposed to
upholstery.  For the nine months ended  September 30, 2001, net sales  decreased
$182.3 million or 11.4% to $1,414.5  million from $1,596.8  million for the nine
months ended  September 30, 2000.  Earnings from operations for the three months
ended  September  30, 2001 and  September  30, 2000 were $25.3 million and $44.7
million,  respectively.  As a percentage of net sales,  earnings from operations
for the three months ended  September  30, 2001 and September 30, 2000 were 5.6%
and  8.9%,  respectively.  For the nine  months  ended  September  30,  2001 and
September  30, 2000,  earnings  from  operations  were $68.4  million and $156.9
million,  respectively.  Earnings  from  operations  for the nine  months  ended
September  30,  2001 and  September  30,  2000 were 4.8% and 9.8% of net  sales,
respectively.  Earnings  from  operations  for the three and nine  months  ended
September 30, 2001 were  adversely  impacted by additional  bad debt expenses of
$5.1 million and $8.5 million,  respectively.  Earnings from  operations for the
third  quarter  and nine  months of 2001 were also  adversely  impacted by asset
impairment  and  other  restructuring  charges  related  to the  realignment  of
selected  domestic  manufacturing  operations  totaling  $1.8  million and $21.8
million,  respectively, as well as by decreased plant utilization resulting from
sales volume shortfall and increased focus on imported product.

Interest expense totaled $5.2 million and $17.5 million for the three months and
nine months ended September 30, 2001, respectively, compared to $8.7 million and
$27.6 million for the prior year  comparable  periods.  The decrease in interest
expense  during the periods  resulted both from lower  long-term debt levels and
lower interest rates.

The  effective  income tax rates were 33.5% and 35.7% for the three months ended
September 30, 2001 and September 30, 2000, respectively, and 33.7% and 35.9% for
the nine months ended  September 30, 2001 and September 30, 2000,  respectively.
The effective  tax rates for the three and nine months ended  September 30, 2001
was less adversely impacted than the comparable prior year period due in part to
a lower provision for state and local taxes.

Net earnings per common share for basic and diluted were $0.27 and $0.27 for the
three months ended  September  30, 2001,  respectively,  compared with $0.47 and
$0.46 for the same period  last year,  respectively.  For the nine months  ended
September 30, 2001 and September 30, 2000,  net earnings per common share before
extraordinary item for basic and diluted were $0.70 and $0.69, respectively, and
$1.70 and $1.67,  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  50,504,000 and 51,466,000,  respectively,  for the three
months ended  September 30, 2001, and 49,637,000 and  50,470,000,  respectively,
for the three  months  ended  September  30,  2000.  For the nine  months  ended
September 30, 2001 and September 30, 2000,  average common and common equivalent
shares outstanding used in the calculation of net earnings per common share on a
basic and  diluted  basis were  50,275,000  and  51,255,000,  respectively,  and
49,492,000 and 50,424,000, respectively.

FINANCIAL CONDITION

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

Cash and cash  equivalents  at  September  30, 2001  amounted to $19.4  million,
compared with $14.6  million at December 31, 2000.  During the nine months ended
September 30, 2001,  net cash provided by operating  activities  totaled  $160.3
million,  net cash used by investing  activities  totaled  $12.6 million and net
cash used by financing activities totaled $142.9 million.

Working  capital was $483.6 million at September 30, 2001,  compared with $548.5
million at December 31, 2000.  The current  ratio was 4.1-to-1 at September  30,
2001, compared to 4.8-to-1 at December 31, 2000.


<PAGE>


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

As of  September  30,  2001,  long-term  debt  consisted  of the  following,  in
millions:

                Revolving credit facility                              $300.0
                Other                                                    14.4
                                                                       ------
                                                                       $314.4

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 September 30, 2001
there were $300.0  million in cash  borrowings  and $26.0  million in letters of
credit  outstanding,  leaving an excess of $304.0  million  available  under the
facility.

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 September 30, 2001,  loans  outstanding  under the
revolving credit facility consisted of $300.0 million all of which was hedged by
the interest rate swap  agreements,  resulting in an effective  interest rate of
4.93%.

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

Recently Issued Statements of Financial Accounting Standards
------------------------------------------------------------

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 133 (SFAS No. 133) "Accounting for Derivative
Instruments and Hedging Activities." This statement  standardizes the accounting
for derivative  instruments  by requiring that an entity  recognize the items as
assets and  liabilities in the statement of financial  position and measure them
at fair value. SFAS No. 133, as amended, is effective for fiscal years beginning
after June 15, 2000. The Company adopted SFAS No. 133 effective January 1, 2001.
The adoption of this standard has not had a material impact on the  consolidated
financial position, results of operations or cash flows of the Company.

In July 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 141 (SFAS No. 141), "Business  Combinations"
and No. 142 (SFAS No. 142), "Goodwill and Other Intangible Assets." SFAS No. 141
requires  that the  purchase  method  of  accounting  be used  for all  business
combinations  subsequent to June 30, 2001 and specifies criteria for recognizing
intangible assets acquired in a business combination. SFAS No. 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 will adopt SFAS No. 142 effective
January  1, 2002.  The  Company  believes  the effect of SFAS No. 142 will be to
increase annual earnings per common share by approximately $0.20.

OUTLOOK
-------

Incoming order activity  showed the beginnings of a modest  improvement in early
September,  but any such  recovery  was  stalled by national  and  international
events.  Order rates have generally returned to pre-September 11 levels, but the
Company has yet to see any sustained improvement and the Company does not expect
any  meaningful  change in these  trends by the end of the year.  This  economic
environment,  coupled with recent  retailer  failures and the Company's  ongoing
strategy for  realigning  its customer  base to focus on  long-term,  profitable
sales growth,  suggests that fourth quarter sales should be down in the 8% - 10%
range from those reported for the same period last year.  Assuming that level of
sales activity and excluding all restructuring charges,  fourth quarter earnings
per common share are projected to be $0.34 to $0.39 compared to $0.48 last year.
For the full year  ending  December  31,  2001,  earnings  per common  share are
projected to be $1.30 to $1.35 versus last year's $2.15 excluding all impairment
and restructuring charges and the extraordinary item.

Capital  expenditures  are  forecasted  at $20.0 - $25.0  million  for the year.
Depreciation  and  amortization are anticipated to be $56.0 to $58.0 million for
the year. Selling, general and administrative expenses for the year are expected
to be in the range of 17.25% to 17.50% of net sales. Based upon current interest
rates,  interest expense is expected to be approximately  $22.5 million.  In the
nine months ended  September 30, 2001 the Company  generated  $160.3  million of
cash flow from  operations,  the  majority of which was used to repay  long-term
debt,  completing the debt reduction program.  Earnings before interest expense,
income taxes,  depreciation  and  amortization,  and asset  impairment and other
restructuring  charges as a percent of net sales is  expected to be in the 9.50%
to 10.00% range for the full year.

The  percentage  of the  Company's  product  lines  represented  by imports will
continue to  increase.  Also,  the  Company  continues  to pursue its  dedicated
distribution  strategy.  The Thomasville  Home  Furnishings  Stores  development
program is on schedule to add  approximately  25 new stores per year with a goal
of 250 stores.  During the second quarter of 2001, The Home Depot  completed the
rollout to all of its stores of kitchen and bath  cabinetry  marketed  using the
"Thomasville"  name  in  accordance  with  the  previously   reported  licensing
agreement.


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 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 may include:  overall business and economic conditions and growth in the
furniture  industry;  changes in customer  spending patterns and demand for home
furnishings;  competitive factors, such as design and marketing efforts by other
furniture manufacturers;  pricing pressures; success of the marketing efforts of
retailers and the prospects for further customer failures; the Company's success
in furniture design and manufacture;  the effects of manufacturing  realignments
and cost savings  programs;  and other risk factors  listed from time to time in
the Company's future public releases and SEC reports.


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.  In May 2001,  in order to reduce  the  impact of  changes  in
interest  rates on its floating rate long-term  debt,  the Company  entered into
three  interest  rate swap  agreements  each having a notional  amount of $100.0
million and a  termination  date in May 2004.  The swap  agreements  effectively
convert $300.0 million of the Company's  floating rate long-term debt to a fixed
rate.  The Company  pays the  counterparties  a blended  fixed rate of 4.93% per
annum and receives payment based upon the floating three-month LIBOR rate.


<PAGE>


                            PART II OTHER INFORMATION
                            -------------------------


Item 6. Exhibits and Reports on Form 8 -K

          (b)  A Form 8-K was filed on July 26, 2001  announcing  second quarter
               and first half of 2001  operating  results  and  projections  for
               third  quarter and full year sales and  earnings.  A Form 8-K was
               filed on  September  12, 2001  announcing  projections  for third
               quarter and full year sales and earnings. A Form 8-K was filed on
               October  30,  2001  announcing  operating  results  for the third
               quarter and first nine months of 2001 and  projections for fourth
               quarter and full year 2001 earnings per share.



<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:  November 13, 2001