As Filed with the Securities and Exchange Commission on September 1, 2000
                                                    Registration No. ___________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
               ---------------------------------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
               --------------------------------------------------
                          LEGGETT & PLATT, INCORPORATED
             (Exact Name Of Registrant As Specified In Its Charter)

                                    Missouri
                         (State or other jurisdiction of
                         incorporation or organization)

                                   44-0324630
                                (I.R.S. Employer
                              Identification No.)

                               No. 1 Leggett Road
                            Carthage, Missouri 64836
                                 (417) 358-8131
               (Address, including zip code, and telephone number,
        including area code of, registrant's principal executive office)

        ----------------------------------------------------------------

                LEGGETT & PLATT, INCORPORATED 401(k) PLAN
                            (Full Title of the Plan)

                                 ERNEST C. JETT
                  Vice President, General Counsel and Secretary
                          Leggett & Platt, Incorporated
                               No. 1 Leggett Road
                            Carthage, Missouri 64836
                                 (417) 358-8131
            (Name, Address, including Zip Code and Telephone Number,
                   including Area Code, of Agent For Service)


<TABLE>
<CAPTION>
                          CALCULATION OF REGISTRATION FEE
===============================================================================================
<S>                      <C>               <C>                  <C>                <C>
                                                                Proposed Maximum
      Title of               Amount        Proposed Maximum        Aggregate        Amount of
  Securities to be           to be          Offering Price       Offering Price    Registration
     Registered            Registered        Per Share(2)          Per Share(2)       Fee(3)
===============================================================================================
 Common Stock, $0.01     500,000 shares(1)     $17.5935            $8,796,750       $2,322.34
 par value per share(1)
=============================================================================================
 Preferred Stock
 Purchase Rights(3)          500,000             N/A                   N/A             N/A
=============================================================================================
<FN>

(1)      The registration  statement also includes an  indeterminable  number of
         additional  shares that may become  issuable  pursuant to  antidilution
         provisions.  In addition,  pursuant to Rule 416(c) under the Securities
         Act of 1933, this  registration  statement also covers an indeterminate
         amount of  interests  to be offered or sold  pursuant  to the  employee
         benefit plan described herein.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant  to Rule  457(c) and Rule  457(h)  based on the average of the
         high and low  prices  for the  Common  Stock on  August  30,  2000,  as
         reported by The Wall Street Journal.

(3)      Each  share of  Common  Stock  issued  also  currently  represents  one
         Preferred  Stock Purchase  Right.  Such Rights cannot  currently  trade
         separately from the underlying  Common Stock and therefore do not carry
         a separate price or necessitate an additional registration fee.
</FN>
</TABLE>

<PAGE>
                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The  following  documents,  which are on file with the  Securities  and
Exchange Commission, are incorporated herein by reference:

                  (a) Leggett & Platt,  Incorporated's ("Leggett & Platt" or the
         "Company")  Annual Report on Form 10-K for the year ended  December 31,
         1999 (File No. 1-7845);

                  (b)  The  Company's  Quarterly  Report  on Form  10-Q  for the
         quarterly  period ended March 31, 2000, filed on May 12, 2000 (File No.
         1-7845);

                  (c)  The  Company's  Quarterly  Report  on Form  10-Q  for the
         quarterly  period ended June 30,  2000,  filed on August 11, 2000 (File
         No. 1-7845);

                  (d) The Company's Current Report on Form 8-K filed on February
2, 2000 (File No. 1-7845);

                  (e) The description of the Company's common stock contained in
         Form 8-A dated June 5, 1979,  as amended on Form 8 dated May 10,  1984,
         including  any  amendments or reports filed for the purpose of updating
         such description.

                  (f) The description of the Company's  Preferred Stock Purchase
         Rights  contained  in Form 8 dated  January  25,  1999,  including  any
         amendments   or  reports   filed  for  the  purpose  of  updating  such
         description.

         All  documents  subsequently  filed  by  Leggett  & Platt  and the Plan
pursuant to Sections 13(a),  13(c), 14, and 15(d) of the Securities Exchange Act
of 1934 (the  "1934  Act"),  prior to the filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference and to be a part hereof from the date of filing of such documents. Any
statement  contained  herein  or in a  document  incorporated,  or  deemed to be
incorporated,  by reference herein, shall be deemed to be modified or superseded
for purposes  hereof to the extent that a statement  contained  herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.


Item 4.  Description of Securities.

         The  securities  to be offered are  registered  under Section 12 of the
1934 Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

           The Registrant is a Missouri  corporation.  Section  351.355.1 of the
Revised  Statutes  of  Missouri  provides  that a  corporation  may  indemnify a
director,  officer,  employee or agent of the corporation in any action, suit or
proceeding other than an action by or in the right of the  corporation,  against
expenses (including  attorneys' fees),  judgments,  fines and settlement amounts
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation  and, with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful. Section 351.355.2 provides that the corporation may indemnify any such
person  in any  action  or suit by or in the  right of the  corporation  against
expenses  (including  attorneys'  fees)  and  settlement  amounts  actually  and
reasonably  incurred by him in connection  with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best interests of the corporation, except that he
may not be indemnified in respect of any claim,  issue or matter in which he has
been adjudged liable for negligence or misconduct in the performance of his duty


                                      II-1
<PAGE>

to the corporation,  unless authorized by the court.  Section 351.355.3 provides
that a corporation  shall indemnify any such person against expenses  (including
attorneys' fees) actually and reasonably  incurred by him in connection with the
action,  suit or proceeding if he has been successful in defense of such action,
suit or proceeding  and if such action,  suit or proceeding is one for which the
corporation  may  indemnify him under  Section  351.355.1 or 351.355.2.  Section
351.355.7  provides that a corporation  shall have the power to give any further
indemnity to any such person, in addition to the indemnity otherwise  authorized
under Section 351.355, provided such further indemnity is either (i) authorized,
directed or provided for in the articles of  incorporation of the corporation or
any duly adopted amendment  thereof or (ii) is authorized,  directed or provided
for in any bylaw or  agreement  of the  corporation  which has been adopted by a
vote of the  shareholders  of the  corporation,  provided that no such indemnity
shall indemnify any person from or on account of such person's conduct which was
finally adjudged to have been knowingly  fraudulent,  deliberately  dishonest or
willful misconduct.

         Under the Company's  Restated  Articles of  Incorporation  and Missouri
corporation  laws, each of the present and former  directors and officers of the
Company may be entitled to  indemnification  under  certain  circumstances  from
certain liabilities, claims and expenses arising from any threatened, pending or
completed  action,  suit or  proceeding  (including  any  such  action,  suit or
proceeding  arising under the Securities Act of 1933 as amended),  to which they
are made a party by reason of the fact that he is or was a  director  or officer
of the Company.

         The  Company  insures  its  directors  and  officers   against  certain
liabilities and has insurance  against certain  payments which it may be obliged
to make to such persons  under the  indemnification  provisions  of its Restated
Articles of Incorporation.


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

         See Exhibit Index.

         The  Registrant  undertakes  that  it  will  submit  the  Plan  and any
amendment to the  Internal  Revenue  Service (the "IRS") in a timely  manner and
will make all  changes  required  by the IRS in order to qualify  the Plan under
Section 401 of the Internal Revenue Code.


Item 9.  Undertakings.

         (a) The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i)   To include any  prospectus  required by Section
                  10(a)(3) of the  Securities  Act of 1933;

                           (ii)  To reflect in  the   prospectus  any  facts  or
                  events  arising after the effective  date of the  registration
                  statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in  the  information  set  forth  in  the
                  registration  statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (if the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  end of the estimated  maximum  offering range may be reflected
                  in the form of prospectus  filed with the Commission  pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price  represent  no  more  than a 20  percent  change  in the
                  maximum aggregate offering price set forth in the "Calculation
                  of  Registration  Fee"  table  in the  effective  registration
                  statement;

                           (iii) To  include  any   material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  registration  statement is on Form S-3, Form S-8, or Form
         F-3, and the  information  required to be included in a  post-effective

                                      II-2
<PAGE>
         amendment by those  paragraphs  is contained in periodic  reports filed
         with or  furnished  to the  Commission  by the  Registrant  pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in the registration statement.

                           (2)  That,  for  the  purpose  of   determining   any
         liability  under the Securities Act of 1933,  each such  post-effective
         amendment shall be deemed to be a new registration  statement  relating
         to the securities offered therein,  and the offering of such securities
         at that  time  shall be  deemed to be the  initial  bona fide  offering
         thereof.

                           (3)  To  remove  from  registration  by  means  of  a
         post-effective  amendment any of the securities  being registered which
         remain unsold at the termination of the offering.

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the Registrant's annual report pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to
         Section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
         the Securities Act of 1933 may be permitted to directors, officers, and
         controlling  persons  of  the  Registrant  pursuant  to  the  foregoing
         provisions,  or otherwise,  the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such  indemnification
         is against  public  policy as expressed  in the Act and is,  therefore,
         unenforceable.  In the event that a claim for  indemnification  against
         such liabilities  (other than the payment by the Registrant of expenses
         incurred or paid by a director,  officer,  or controlling person of the
         Registrant  in  the  successful   defense  of  any  action,   suit,  or
         proceeding)  is  asserted by such  director,  officer,  or  controlling
         person  in  connection  with  the  securities  being  registered,   the
         Registrant  will,  unless in the  opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of appropriate
         jurisdiction the question whether such indemnification by it is against
         public policy as expressed in the Act and will be governed by the final
         adjudication of such issue.

                                      II-3
<PAGE>

                                   SIGNATURES


         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized  in the City of  Carthage,  State of Missouri on the 1st day of
September, 2000.


                                      LEGGETT & PLATT, INCORPORATED


                                      By:   /s/ Michael A. Glauber
                                          --------------------------------------
                                          Michael A. Glauber, Senior Vice
                                          President - Finance and Administration


                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Harry M. Cornell, Jr., Michael A. Glauber, Robert A. Jefferies,  Jr., and Ernest
C. Jett, or any one of them,  his or her true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments to this  registration  statement and to file the same,  with all
exhibits  thereto  and all other  documents  in  connection  therewith  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite and necessary to be done in and about the premises,  as fully as he or
she might or could do in person,  hereby  ratifying and confirming all that said
attorneys-in-fact  and  agents  may  lawfully  do or cause to be done by  virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


 <TABLE>
<CAPTION>
                 Signature                                 Title                                   Date
                 ---------                                 -----                                   ----
<S>                                               <C>                                         <C>
         /s/ Felix E. Wright                      Vice Chairman of the Board, President and
--------------------------------------------      Chief Executive Officer; and Director       September 1, 2000
         Felix E. Wright                          (Principal Executive Officer)

         /s/ Michael A. Glauber                   Senior Vice President - Finance             September 1, 2000
--------------------------------------------      and Administration  (Principal
             Michael A. Glauber                   Financial Officer)

          /s/ Allan J. Ross                       Vice President - Accounting                 September 1, 2000
--------------------------------------------      (Principal Accounting Officer)
              Allan J. Ross

         /s/ Harry M. Cornell, Jr.                Chairman of the Board                       September 1, 2000
--------------------------------------------
            Harry M. Cornell, Jr.

         /s/ Raymond F. Bentele                   Director                                    September 1, 2000
--------------------------------------------
             Raymond F. Bentele

                                                  Director                                    September 1, 2000
--------------------------------------------
            Robert Ted Enloe, III

                                      II-4
<PAGE>

         /s/ Richard T. Fisher                    Director                                    September 1, 2000
--------------------------------------------
             Richard T. Fisher

                                                  Senior Vice President;
--------------------------------------------      Chairman and Chief Executive
               Bob L. Gaddy                       Officer - Aluminum Products Segment;
                                                  Director                                    September 1, 2000

         /s/ David S. Haffner                     Executive Vice President and Chief
--------------------------------------------      Operating Officer; Director                 September 1, 2000
           David S. Haffner


         /s/ Thomas A. Hays                       Director                                    September 1, 2000
--------------------------------------------
            Thomas A. Hays

                                                  Senior Vice President -
--------------------------------------------      Mergers, Acquisitions and
         Robert A. Jefferies, Jr.                 Strategic Planning; Director                September 1, 2000


         /s/ Alexander M. Levine                  Director                                    September 1, 2000
--------------------------------------------
            Alexander M. Levine


         /s/ Ralph W. Clark
--------------------------------------------      Director                                    September 1, 2000
             Ralph W. Clark

                                                  Senior Vice President; Director             September 1, 2000
--------------------------------------------
             Duane W. Potter


      /s/ Maurice E. Purnell, Jr.                 Director                                    September 1, 2000
--------------------------------------------
          Maurice E. Purnell, Jr.

          /s/ Alice L. Walton                     Director                                    September 1, 2000
--------------------------------------------
             Alice L. Walton
</TABLE>

                                      II-5
<PAGE>

         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other persons who  administer  the employee  benefit plan) have
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of  Carthage,  State of
Missouri, on September 1, 2000.

                                     LEGGETT & PLATT, INCORPORATED FROZEN 401(K)
                                     PLAN

                                     By:  /s/ Michael A. Glauber
                                         ---------------------------------------
                                         Michael A. Glauber, Senior Vice
                                         President - Finance and Administration
                                         and Authorized Officer of the Plan









                                      II-6
<PAGE>



                                  EXHIBIT INDEX

     Exhibit Number   Description
     --------------   -----------

         4.1          Restated  Articles of  Incorporation  as of May 13,  1987,
                      incorporated   by   reference   to  Exhibit   3.1  to  the
                      Registrant's  Annual  Report  on Form  10-K  for the  year
                      ended December 31, 1998 (File No. 1-7845).

         4.2          Amendment to Restated Articles of Incorporation  dated May
                      12,  1993,  incorporated  by  reference  to Exhibit 3.2 to
                      Registrant's Annual Report on Form 10-K for the year ended
                      December 31, 1998 (File No. 1-7845).

         4.3          Amendment to Restated Articles of Incorporation  dated May
                      16, 1999,  incorporated by reference to Exhibit 3.3 to the
                      Registrant's Annual Report on Form 10-K for the year ended
                      December 31, 1999 (File No. 1-7845).

         4.4          By-Laws of the Company with all  amendments  through March
                      15,  1999,  incorporated  by  reference  to Exhibit 3.3 to
                      Registrant's  Annual  Report  on Form  10-K  for the  year
                      ended December 31, 1998 (File No. 1-7845).

         4.5          Rights Agreement dated as of February 15, 1999 between the
                      Registrant and ChaseMellon  Shareholder Services,  LLC, as
                      Rights Agent,  which  includes the form of  Certificate of
                      Designations,  setting  forth  the  terms of the  Series A
                      Junior  Participating  Preferred  Stock,  no par value, as
                      Exhibit  A, the form of Rights  Certificate  as Exhibit B,
                      and the  Summary of  Preferred  Stock  Purchase  Rights as
                      Exhibit C,  incorporated  by reference to Exhibit 1 to the
                      Registrant's  Current Report on Form 8-K filed December 1,
                      1998 (File No. 1-7845).

         23.1         Consent of Independent Accountants.

         24.1         Power of  Attorney  executed  by members of the  Company's
                      Board of Directors  regarding  this Form S-8  (included on
                      signature page).


                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 RE: 401(K) PLAN", "secsgml_size_bytes": 25589}]
{"company-data": {"conformed-name": "LEGGETT & PLATT INC", "cik": "0000058492", "assigned-sic": "2510", "irs-number": "440324630", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45074", "film-number": "715809"}, "business-address": {"street1": "NO 1 LEGGETT RD", "city": "CARTHAGE", "state": "MO", "zip": "64836", "phone": "4173588131"}, "mail-address": {"street1": "NO. 1 LEGGETT ROAD", "city": "CARTHAGE", "state": "MO", "zip": "64836"}}
As Filed with the Securities and Exchange Commission on September 1, 2000
                                                    Registration No. ___________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
               ---------------------------------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
               --------------------------------------------------
                          LEGGETT & PLATT, INCORPORATED
             (Exact Name Of Registrant As Specified In Its Charter)

                                    Missouri
                         (State or other jurisdiction of
                         incorporation or organization)

                                   44-0324630
                                (I.R.S. Employer
                              Identification No.)

                               No. 1 Leggett Road
                            Carthage, Missouri 64836
                                 (417) 358-8131
               (Address, including zip code, and telephone number,
        including area code of, registrant's principal executive office)

        ----------------------------------------------------------------

                LEGGETT & PLATT, INCORPORATED 401(k) PLAN
                            (Full Title of the Plan)

                                 ERNEST C. JETT
                  Vice President, General Counsel and Secretary
                          Leggett & Platt, Incorporated
                               No. 1 Leggett Road
                            Carthage, Missouri 64836
                                 (417) 358-8131
            (Name, Address, including Zip Code and Telephone Number,
                   including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
===============================================================================================
Proposed Maximum
      Title of               Amount        Proposed Maximum        Aggregate        Amount of
  Securities to be           to be          Offering Price       Offering Price    Registration
     Registered            Registered        Per Share(2)          Per Share(2)       Fee(3)
===============================================================================================
 Common Stock, $0.01     500,000 shares(1)     $17.5935            $8,796,750       $2,322.34
 par value per share(1)
=============================================================================================
 Preferred Stock
 Purchase Rights(3)          500,000             N/A                   N/A             N/A
=============================================================================================
(1)      The registration  statement also includes an  indeterminable  number of
         additional  shares that may become  issuable  pursuant to  antidilution
         provisions.  In addition,  pursuant to Rule 416(c) under the Securities
         Act of 1933, this  registration  statement also covers an indeterminate
         amount of  interests  to be offered or sold  pursuant  to the  employee
         benefit plan described herein.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant  to Rule  457(c) and Rule  457(h)  based on the average of the
         high and low  prices  for the  Common  Stock on  August  30,  2000,  as
         reported by The Wall Street Journal.

(3)      Each  share of  Common  Stock  issued  also  currently  represents  one
         Preferred  Stock Purchase  Right.  Such Rights cannot  currently  trade
         separately from the underlying  Common Stock and therefore do not carry
         a separate price or necessitate an additional registration fee.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents,  which are on file with the  Securities  and
Exchange Commission, are incorporated herein by reference:

                  (a) Leggett & Platt,  Incorporated's ("Leggett & Platt" or the
         "Company")  Annual Report on Form 10-K for the year ended  December 31,
         1999 (File No. 1-7845);

                  (b)  The  Company's  Quarterly  Report  on Form  10-Q  for the
         quarterly  period ended March 31, 2000, filed on May 12, 2000 (File No.
         1-7845);

                  (c)  The  Company's  Quarterly  Report  on Form  10-Q  for the
         quarterly  period ended June 30,  2000,  filed on August 11, 2000 (File
         No. 1-7845);

                  (d) The Company's Current Report on Form 8-K filed on February
2, 2000 (File No. 1-7845);

                  (e) The description of the Company's common stock contained in
         Form 8-A dated June 5, 1979,  as amended on Form 8 dated May 10,  1984,
         including  any  amendments or reports filed for the purpose of updating
         such description.

                  (f) The description of the Company's  Preferred Stock Purchase
         Rights  contained  in Form 8 dated  January  25,  1999,  including  any
         amendments   or  reports   filed  for  the  purpose  of  updating  such
         description.

         All  documents  subsequently  filed  by  Leggett  & Platt  and the Plan
pursuant to Sections 13(a),  13(c), 14, and 15(d) of the Securities Exchange Act
of 1934 (the  "1934  Act"),  prior to the filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference and to be a part hereof from the date of filing of such documents. Any
statement  contained  herein  or in a  document  incorporated,  or  deemed to be
incorporated,  by reference herein, shall be deemed to be modified or superseded
for purposes  hereof to the extent that a statement  contained  herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

Item 4.  Description of Securities.

         The  securities  to be offered are  registered  under Section 12 of the
1934 Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

           The Registrant is a Missouri  corporation.  Section  351.355.1 of the
Revised  Statutes  of  Missouri  provides  that a  corporation  may  indemnify a
director,  officer,  employee or agent of the corporation in any action, suit or
proceeding other than an action by or in the right of the  corporation,  against
expenses (including  attorneys' fees),  judgments,  fines and settlement amounts
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation  and, with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful. Section 351.355.2 provides that the corporation may indemnify any such
person  in any  action  or suit by or in the  right of the  corporation  against
expenses  (including  attorneys'  fees)  and  settlement  amounts  actually  and
reasonably  incurred by him in connection  with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best interests of the corporation, except that he
may not be indemnified in respect of any claim,  issue or matter in which he has
been adjudged liable for negligence or misconduct in the performance of his duty

                                      II-1
to the corporation,  unless authorized by the court.  Section 351.355.3 provides
that a corporation  shall indemnify any such person against expenses  (including
attorneys' fees) actually and reasonably  incurred by him in connection with the
action,  suit or proceeding if he has been successful in defense of such action,
suit or proceeding  and if such action,  suit or proceeding is one for which the
corporation  may  indemnify him under  Section  351.355.1 or 351.355.2.  Section
351.355.7  provides that a corporation  shall have the power to give any further
indemnity to any such person, in addition to the indemnity otherwise  authorized
under Section 351.355, provided such further indemnity is either (i) authorized,
directed or provided for in the articles of  incorporation of the corporation or
any duly adopted amendment  thereof or (ii) is authorized,  directed or provided
for in any bylaw or  agreement  of the  corporation  which has been adopted by a
vote of the  shareholders  of the  corporation,  provided that no such indemnity
shall indemnify any person from or on account of such person's conduct which was
finally adjudged to have been knowingly  fraudulent,  deliberately  dishonest or
willful misconduct.

         Under the Company's  Restated  Articles of  Incorporation  and Missouri
corporation  laws, each of the present and former  directors and officers of the
Company may be entitled to  indemnification  under  certain  circumstances  from
certain liabilities, claims and expenses arising from any threatened, pending or
completed  action,  suit or  proceeding  (including  any  such  action,  suit or
proceeding  arising under the Securities Act of 1933 as amended),  to which they
are made a party by reason of the fact that he is or was a  director  or officer
of the Company.

         The  Company  insures  its  directors  and  officers   against  certain
liabilities and has insurance  against certain  payments which it may be obliged
to make to such persons  under the  indemnification  provisions  of its Restated
Articles of Incorporation.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit Index.

         The  Registrant  undertakes  that  it  will  submit  the  Plan  and any
amendment to the  Internal  Revenue  Service (the "IRS") in a timely  manner and
will make all  changes  required  by the IRS in order to qualify  the Plan under
Section 401 of the Internal Revenue Code.

Item 9.  Undertakings.

         (a) The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i)   To include any  prospectus  required by Section
                  10(a)(3) of the  Securities  Act of 1933;

                           (ii)  To reflect in  the   prospectus  any  facts  or
                  events  arising after the effective  date of the  registration
                  statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in  the  information  set  forth  in  the
                  registration  statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (if the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  end of the estimated  maximum  offering range may be reflected
                  in the form of prospectus  filed with the Commission  pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price  represent  no  more  than a 20  percent  change  in the
                  maximum aggregate offering price set forth in the "Calculation
                  of  Registration  Fee"  table  in the  effective  registration
                  statement;

                           (iii) To  include  any   material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  registration  statement is on Form S-3, Form S-8, or Form
         F-3, and the  information  required to be included in a  post-effective

                                      II-2
amendment by those  paragraphs  is contained in periodic  reports filed
         with or  furnished  to the  Commission  by the  Registrant  pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in the registration statement.

                           (2)  That,  for  the  purpose  of   determining   any
         liability  under the Securities Act of 1933,  each such  post-effective
         amendment shall be deemed to be a new registration  statement  relating
         to the securities offered therein,  and the offering of such securities
         at that  time  shall be  deemed to be the  initial  bona fide  offering
         thereof.

                           (3)  To  remove  from  registration  by  means  of  a
         post-effective  amendment any of the securities  being registered which
         remain unsold at the termination of the offering.

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the Registrant's annual report pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to
         Section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
         the Securities Act of 1933 may be permitted to directors, officers, and
         controlling  persons  of  the  Registrant  pursuant  to  the  foregoing
         provisions,  or otherwise,  the Registrant has been advised that in the
         opinion of the Securities and Exchange Commission such  indemnification
         is against  public  policy as expressed  in the Act and is,  therefore,
         unenforceable.  In the event that a claim for  indemnification  against
         such liabilities  (other than the payment by the Registrant of expenses
         incurred or paid by a director,  officer,  or controlling person of the
         Registrant  in  the  successful   defense  of  any  action,   suit,  or
         proceeding)  is  asserted by such  director,  officer,  or  controlling
         person  in  connection  with  the  securities  being  registered,   the
         Registrant  will,  unless in the  opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of appropriate
         jurisdiction the question whether such indemnification by it is against
         public policy as expressed in the Act and will be governed by the final
         adjudication of such issue.

                                      II-3
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized  in the City of  Carthage,  State of Missouri on the 1st day of
September, 2000.

                                      LEGGETT & PLATT, INCORPORATED

                                      By:   /s/ Michael A. Glauber
                                          --------------------------------------
                                          Michael A. Glauber, Senior Vice
                                          President - Finance and Administration

                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Harry M. Cornell, Jr., Michael A. Glauber, Robert A. Jefferies,  Jr., and Ernest
C. Jett, or any one of them,  his or her true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him or her and
in his or her name,  place and stead, in any and all capacities,  to sign any or
all  amendments to this  registration  statement and to file the same,  with all
exhibits  thereto  and all other  documents  in  connection  therewith  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite and necessary to be done in and about the premises,  as fully as he or
she might or could do in person,  hereby  ratifying and confirming all that said
attorneys-in-fact  and  agents  may  lawfully  do or cause to be done by  virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
Signature                                 Title                                   Date
                 ---------                                 -----                                   ----
/s/ Felix E. Wright                      Vice Chairman of the Board, President and
--------------------------------------------      Chief Executive Officer; and Director       September 1, 2000
         Felix E. Wright                          (Principal Executive Officer)

         /s/ Michael A. Glauber                   Senior Vice President - Finance             September 1, 2000
--------------------------------------------      and Administration  (Principal
             Michael A. Glauber                   Financial Officer)

          /s/ Allan J. Ross                       Vice President - Accounting                 September 1, 2000
--------------------------------------------      (Principal Accounting Officer)
              Allan J. Ross

         /s/ Harry M. Cornell, Jr.                Chairman of the Board                       September 1, 2000
--------------------------------------------
            Harry M. Cornell, Jr.

         /s/ Raymond F. Bentele                   Director                                    September 1, 2000
--------------------------------------------
             Raymond F. Bentele

                                                  Director                                    September 1, 2000
--------------------------------------------
            Robert Ted Enloe, III

                                      II-4
/s/ Richard T. Fisher                    Director                                    September 1, 2000
--------------------------------------------
             Richard T. Fisher

                                                  Senior Vice President;
--------------------------------------------      Chairman and Chief Executive
               Bob L. Gaddy                       Officer - Aluminum Products Segment;
                                                  Director                                    September 1, 2000

         /s/ David S. Haffner                     Executive Vice President and Chief
--------------------------------------------      Operating Officer; Director                 September 1, 2000
           David S. Haffner

         /s/ Thomas A. Hays                       Director                                    September 1, 2000
--------------------------------------------
            Thomas A. Hays

                                                  Senior Vice President -
--------------------------------------------      Mergers, Acquisitions and
         Robert A. Jefferies, Jr.                 Strategic Planning; Director                September 1, 2000

         /s/ Alexander M. Levine                  Director                                    September 1, 2000
--------------------------------------------
            Alexander M. Levine

         /s/ Ralph W. Clark
--------------------------------------------      Director                                    September 1, 2000
             Ralph W. Clark

                                                  Senior Vice President; Director             September 1, 2000
--------------------------------------------
             Duane W. Potter

      /s/ Maurice E. Purnell, Jr.                 Director                                    September 1, 2000
--------------------------------------------
          Maurice E. Purnell, Jr.

          /s/ Alice L. Walton                     Director                                    September 1, 2000
--------------------------------------------
             Alice L. Walton
II-5
The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other persons who  administer  the employee  benefit plan) have
duly  caused  this  registration  statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of  Carthage,  State of
Missouri, on September 1, 2000.

                                     LEGGETT & PLATT, INCORPORATED FROZEN 401(K)
                                     PLAN

                                     By:  /s/ Michael A. Glauber
                                         ---------------------------------------
                                         Michael A. Glauber, Senior Vice
                                         President - Finance and Administration
                                         and Authorized Officer of the Plan

                                      II-6
EXHIBIT INDEX

     Exhibit Number   Description
     --------------   -----------

         4.1          Restated  Articles of  Incorporation  as of May 13,  1987,
                      incorporated   by   reference   to  Exhibit   3.1  to  the
                      Registrant's  Annual  Report  on Form  10-K  for the  year
                      ended December 31, 1998 (File No. 1-7845).

         4.2          Amendment to Restated Articles of Incorporation  dated May
                      12,  1993,  incorporated  by  reference  to Exhibit 3.2 to
                      Registrant's Annual Report on Form 10-K for the year ended
                      December 31, 1998 (File No. 1-7845).

         4.3          Amendment to Restated Articles of Incorporation  dated May
                      16, 1999,  incorporated by reference to Exhibit 3.3 to the
                      Registrant's Annual Report on Form 10-K for the year ended
                      December 31, 1999 (File No. 1-7845).

         4.4          By-Laws of the Company with all  amendments  through March
                      15,  1999,  incorporated  by  reference  to Exhibit 3.3 to
                      Registrant's  Annual  Report  on Form  10-K  for the  year
                      ended December 31, 1998 (File No. 1-7845).

         4.5          Rights Agreement dated as of February 15, 1999 between the
                      Registrant and ChaseMellon  Shareholder Services,  LLC, as
                      Rights Agent,  which  includes the form of  Certificate of
                      Designations,  setting  forth  the  terms of the  Series A
                      Junior  Participating  Preferred  Stock,  no par value, as
                      Exhibit  A, the form of Rights  Certificate  as Exhibit B,
                      and the  Summary of  Preferred  Stock  Purchase  Rights as
                      Exhibit C,  incorporated  by reference to Exhibit 1 to the
                      Registrant's  Current Report on Form 8-K filed December 1,
                      1998 (File No. 1-7845).

         23.1         Consent of Independent Accountants.

         24.1         Power of  Attorney  executed  by members of the  Company's
                      Board of Directors  regarding  this Form S-8  (included on
                      signature page).

                                      II-7