As  filed with the Securities and Exchange Commission on December
22, 2000.

                                 Registration No. _______________



               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                      ____________________

                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                      ____________________

                       DMI FURNITURE, INC.
       (Exact name of Company as specified in its charter)

Delaware                                    41-0678467
(State or other                             (I.R.S. Employee
jurisdiction of                             Identification No.)
incorporation or
organization)
                        One Oxmoor Place
                        101 Bullitt Lane
                   Louisville, Kentucky 40222
            (Address of principal executive offices)
                      _____________________

   DMI Furniture, Inc. 1998 Stock Option Plan for Independent
                            Directors
                     (Full title of the plan)
                      _____________________

Joseph G. Hill                           Copy to:
Executive Vice President,
Operations and Secretary                 Alan K. MacDonald
DMI Furniture, Inc.                      Frost Brown Todd LLC
One Oxmoor Place                         400 W. Market Street
101 Bullitt Lane                         32nd Floor
Louisville, Kentucky 40222               Louisville, Kentucky 40202-3363
(502) 426-4351                           (502)589-5400


(Name, address and telephone number,
including area code, of
agent for service)
                     _______________________

 CALCULATION OF REGISTRATION FEE

    Title of       Amount to     Proposed     Proposed      Amount
   securities          be        maximum       maximum        of
to be registered   Registered    offering     aggregate   registration
                                price per     offering       fee
                                  share         price
  Common Stock,     100,000     $2.00 (2)    $200,000.00    $264.00
 no par value       Shares (1)

(1)  Plus such additional shares as may become issuable by reason
     of the antidilution provisions of the Plan.
(2)  Estimated   solely  for  the  purpose  of  determining   the
     registration fee, based on the average bid and asked  prices
     on  December 20, 2000 as reported by the  Nasdaq  SmallCap
     Market, pursuant to Rule 457.
<PAGE>

                             PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

      The following documents have been incorporated by reference
in this Registration Statement:

          (a)   The  Registrant's Annual Report on Form 10-K  for
          the fiscal year ended September 2, 2000;

          (b)   The Registrant's Current Report on Form 8-K filed
          on September 6, 2000; and

          (c)   The description of the Registrant's common stock,
          no  par  value, contained in Amendment No. 2 dated  May
          28, 1993 to Form 8-B dated November 24, 1969,
          registering  the  Registrant's common stock under the
          Exchange Act.

      All documents subsequently filed by the Registrant pursuant
to  Sections 13, 14 and 15(d) of the Securities Exchange  Act  of
1934,  prior to the filing of a post-effective amendment to  this
Registration  Statement which indicates that all  the  securities
offered  have been sold or which deregisters all of  such  shares
then  remaining  unsold, shall be deemed to  be  incorporated  by
reference  into  this Registration Statement and  to  be  a  part
hereof  from the date of filing of such documents. Any  statement
contained in a document incorporated or deemed to be incorporated
by  reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement 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  of  this
Registration Statement.

Item 6.   Indemnification of Directors and Officers.

       Section 102(b)(7) of the Delaware General Corporation  Law
("DGCL") authorizes corporations  to  limit or eliminate  the
personal liability of  directors  to  corporations  and   their
stockholders for monetary damages for breach of the directors'
fiduciary  duty  of care.  The duty of care requires that, when
acting on behalf of the corporation, directors must exercise an
informed  business judgment based on  all  material information
reasonably available to them.  Absent the limitations  now
authorized  by  such  legislation, directors are  accountable  to
corporations  and  their stockholders for  monetary  damages  for
conduct  constituting gross negligence in the exercise  of  their
duty   of  care   Although  Section  102(b)(7)  does  not  change
directors'  duty  of  care,  it  enables  corporations  to  limit
available  relief  to equitable remedies such  as  injunction  or
rescission.    The  Corporation's  Certificate  of  Incorporation
limits  the liability of the directors to the Corporation to  its
stockholders  (in their capacity as directors but  not  in  their
capacity as officers) to the fullest extent permitted by  Section
102(b)(7).  Specifically, a director of the Corporation will  not
be  personally  liable  for monetary  damages  for  breach  of  a
director's  fiduciary duty as a director, except  for  liability:
(i)  for  any  breach of the director's duty of  loyalty  to  the
Corporation  to its stockholders; (ii) for acts or omissions  not
in  good  faith  or  which involve intentional  misconduct  or  a
knowing  violation  of  law;  (iii)  for  unlawful  payments   of
dividends  or  unlawful  stock  repurchases  or  redemptions   as
provided  in Section 174 of the DGCL; or (iv) for any transaction
from which the director derived an improper personal benefit.

       Under  Section  145 of the DGCL, the Corporation  has  the
power   to   indemnify  directors  and  officers  under   certain
prescribed  circumstances  and  subject  to  certain  limitations
against  certain  costs and expenses, including attorney's  fees,
actually  and reasonably incurred in connection with any  action,
suit  or proceeding, whether civil, criminal, administrative,  or
investigative, to which any of them is a party by reason  of  his
being  a  director  or  officer  of  the  Corporation  if  it  is
determined  that  he  acted  in accordance  with  the  applicable
standard of conduct set forth in such statutory provisions.   The
Corporation's Bylaws provide that the Corporation shall indemnify
each  person who may be indemnified pursuant to Section  145,  as
amended  from time to time (or any successor provision  thereto),
to the fullest extent permitted by Section 145.

       The Corporation has also entered into Indemnity Agreements
with  its  officers  and  directors which  establish  contractual
rights  for the officers and directors to be indemnified  by  the
Corporation to the fullest extent permitted by law.

Item 8.   Exhibits.

       Exhibit No.       Description of Exhibit

       4.1...............DMI  Furniture,  Inc.  1998  Stock
                         Option  Plan  for Independent  Directors
                         Inc.  by  reference to Exhibit 10(B)  to
                         Form  10-Q for the fiscal quarter  ended
                         November 30, 1999

       4.2...............Restated Certificate of Incorporation

       4.3...............Amended  and Restated  Bylaws  are
                         incorporated by reference to Exhibit 3
                         to Form 8-K dated September 6, 2000

       5.................Opinion of Frost Brown Todd LLC

       23.1..............Consent of Arthur Andersen LLP

       23.2..............Consent  of Frost Brown  Todd  LLC
                         (contained  in  their opinion  filed  as
                         Exhibit 5)

       24................Powers of Attorney (included on the
                         signature   page  of  this  Registration
                         Statement)

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  this  Registration  Statement  (or  the  most
                       recent post-effective amendment hereof) which,
                       individually or in the aggregate, represent a
                       fundamental change in the information  set forth
                       in this Registration Statement;

                iii.   To include any material information   with
                       respect to the plan of distribution  not  previously
                       disclosed  in  this Registration Statement or any
                       material change to such information in this
                       Registration Statement;

                       Provided, however, that paragraphs A(1)(i) and
                       A(1)(ii) shall  not  apply if the information required
                       to be included in a post-effective amendment by those
                       paragraphs is contained  in  periodic  reports  filed
                       by the Registrant  pursuant  to Section  13  or  Section
                       15(d) of  the Securities Exchange  Act  of  1934
                       that are incorporated  by reference  in  this
                       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  Section
          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 this 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  DGCL,  the  Amended  and
          Restated Articles of Incorporation, as amended, and the
          Bylaws  of the Registrant, 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 Securities  Act  of
          1933,  and is, therefore, unenforceable.  In the  event
          that   a   claim   for  indemnification  against   such
          liabilities  (other than 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 Securities  Act  of
          1933 and will be governed by the final adjudication  of
          such issue.
<PAGE>

                           SIGNATURES


     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
Louisville, Kentucky on this 15th day of  December, 2000.



                                   By:  /s/ Donald D. Dreher
                                        Donald D. Dreher
                                        Chairman, President &
                                        Chief Executive
                                        Officer


                        POWER OF ATTORNEY

     Know  All  Men  By  These Presents, that each  person  whose
signature appears below constitutes and appoints Donald D. Dreher
and  Joseph  G.  Hill,  and each of them,  his  true  and  lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in  any
and  all  capacities,  to sign any and all amendments  (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents  in
connection therewith with the Securities and Exchange Commission,
granting  unto  said attorneys-in-fact and agents,  and  each  of
them,  full power and authority to do and perform each and  every
act and thing requisite and necessary to be done, as fully to all
intents  and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  all that said  attorneys-in-fact  and
agents   or   any  of  them,  or  their  or  his  substitute   or
substitutions,  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 dates indicated.

   Signature                       Title                  Date


/s/ Donald D. Dreher     President, Chief Executive      December 15, 2000
Donald D. Dreher            Officer and Director



/s/ Joseph G. Hill        Executive Vice President,      December 15, 2000
Joseph G. Hill          Operations, Secretary and
                                 Director



                         Vice President, Finance,        December 15, 2000
/s/ Phillip J. Keller    Chief Financial Officer and
Phillip J. Keller           Treasurer (Principal
                        Financial and Accounting
                              Officer)


/s/ Thomas M. Levine           Director                  December 15, 2000
Thomas M. Levine


/s/ David M. Martin            Director                  December 15, 2000
David M. Martin


/s/ W. Howard Armistead        Director                  December 15, 2000
W. Howard Armistead


/s/ Joseph L. Ponce           Director                   December 15, 2000
Joseph L. Ponce



                          EXHIBIT INDEX



Exhibit Number                     Description of Exhibit

     4.1.................DMI  Furniture,  Inc.  1998  Stock
                         Option  Plan  for Independent  Directors
                         Inc.  by  reference to Exhibit 10(B)  to
                         Form  10-Q for the fiscal quarter  ended
                         November 30, 1999

     4.2.................Restated Certificate of Incorporation

     4.3.................Amended  and Restated  Bylaws  are
                         incorporated by reference to  Exhibit  3
                         to Form 8-K dated September 6, 2000

     5...................Opinion of Frost Brown Todd LLC

     23.1................Consent of Arthur Andersen LLP

     23.2................Consent  of Frost Brown  Todd  LLC
                         (contained  in  their opinion  filed  as
                         Exhibit 5)

     24..................Powers of Attorney (included on the
                         signature   page  of  this  Registration
                         Statement)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 17480}]
{"company-data": {"conformed-name": "DMI FURNITURE INC", "cik": "0000225261", "assigned-sic": "2511", "irs-number": "410678467", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52546", "film-number": "794081"}, "business-address": {"street1": "ONE OXMOOR PL", "street2": "101 BULLITT LN", "city": "LOUISVILLE", "state": "KY", "zip": "40222", "phone": "5024264351"}, "mail-address": {"street1": "ONE OXMOOR PLACE", "street2": "101 BULLITT LANE", "city": "LOUISVILLE", "state": "KY", "zip": "40222"}, "former-company": [{"former-conformed-name": "DOLLY MADISON INDUSTRIES INC", "date-changed": "19600201"}, {"former-conformed-name": "MADISON DOLLY INDUSTRIES INC /DE/", "date-changed": "19600201"}]}
As  filed with the Securities and Exchange Commission on December
22, 2000.

                                 Registration No. _______________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                      ____________________

                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933
                      ____________________

                       DMI FURNITURE, INC.
       (Exact name of Company as specified in its charter)

Delaware                                    41-0678467
(State or other                             (I.R.S. Employee
jurisdiction of                             Identification No.)
incorporation or
organization)
                        One Oxmoor Place
                        101 Bullitt Lane
                   Louisville, Kentucky 40222
            (Address of principal executive offices)
                      _____________________

   DMI Furniture, Inc. 1998 Stock Option Plan for Independent
                            Directors
                     (Full title of the plan)
                      _____________________

Joseph G. Hill                           Copy to:
Executive Vice President,
Operations and Secretary                 Alan K. MacDonald
DMI Furniture, Inc.                      Frost Brown Todd LLC
One Oxmoor Place                         400 W. Market Street
101 Bullitt Lane                         32nd Floor
Louisville, Kentucky 40222               Louisville, Kentucky 40202-3363
(502) 426-4351                           (502)589-5400

(Name, address and telephone number,
including area code, of
agent for service)
                     _______________________

 CALCULATION OF REGISTRATION FEE

    Title of       Amount to     Proposed     Proposed      Amount
   securities          be        maximum       maximum        of
to be registered   Registered    offering     aggregate   registration
                                price per     offering       fee
                                  share         price
  Common Stock,     100,000     $2.00 (2)    $200,000.00    $264.00
 no par value       Shares (1)

(1)  Plus such additional shares as may become issuable by reason
     of the antidilution provisions of the Plan.
(2)  Estimated   solely  for  the  purpose  of  determining   the
     registration fee, based on the average bid and asked  prices
     on  December 20, 2000 as reported by the  Nasdaq  SmallCap
     Market, pursuant to Rule 457.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference.

      The following documents have been incorporated by reference
in this Registration Statement:

          (a)   The  Registrant's Annual Report on Form 10-K  for
          the fiscal year ended September 2, 2000;

          (b)   The Registrant's Current Report on Form 8-K filed
          on September 6, 2000; and

          (c)   The description of the Registrant's common stock,
          no  par  value, contained in Amendment No. 2 dated  May
          28, 1993 to Form 8-B dated November 24, 1969,
          registering  the  Registrant's common stock under the
          Exchange Act.

      All documents subsequently filed by the Registrant pursuant
to  Sections 13, 14 and 15(d) of the Securities Exchange  Act  of
1934,  prior to the filing of a post-effective amendment to  this
Registration  Statement which indicates that all  the  securities
offered  have been sold or which deregisters all of  such  shares
then  remaining  unsold, shall be deemed to  be  incorporated  by
reference  into  this Registration Statement and  to  be  a  part
hereof  from the date of filing of such documents. Any  statement
contained in a document incorporated or deemed to be incorporated
by  reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement 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  of  this
Registration Statement.

Item 6.   Indemnification of Directors and Officers.

       Section 102(b)(7) of the Delaware General Corporation  Law
("DGCL") authorizes corporations  to  limit or eliminate  the
personal liability of  directors  to  corporations  and   their
stockholders for monetary damages for breach of the directors'
fiduciary  duty  of care.  The duty of care requires that, when
acting on behalf of the corporation, directors must exercise an
informed  business judgment based on  all  material information
reasonably available to them.  Absent the limitations  now
authorized  by  such  legislation, directors are  accountable  to
corporations  and  their stockholders for  monetary  damages  for
conduct  constituting gross negligence in the exercise  of  their
duty   of  care   Although  Section  102(b)(7)  does  not  change
directors'  duty  of  care,  it  enables  corporations  to  limit
available  relief  to equitable remedies such  as  injunction  or
rescission.    The  Corporation's  Certificate  of  Incorporation
limits  the liability of the directors to the Corporation to  its
stockholders  (in their capacity as directors but  not  in  their
capacity as officers) to the fullest extent permitted by  Section
102(b)(7).  Specifically, a director of the Corporation will  not
be  personally  liable  for monetary  damages  for  breach  of  a
director's  fiduciary duty as a director, except  for  liability:
(i)  for  any  breach of the director's duty of  loyalty  to  the
Corporation  to its stockholders; (ii) for acts or omissions  not
in  good  faith  or  which involve intentional  misconduct  or  a
knowing  violation  of  law;  (iii)  for  unlawful  payments   of
dividends  or  unlawful  stock  repurchases  or  redemptions   as
provided  in Section 174 of the DGCL; or (iv) for any transaction
from which the director derived an improper personal benefit.

       Under  Section  145 of the DGCL, the Corporation  has  the
power   to   indemnify  directors  and  officers  under   certain
prescribed  circumstances  and  subject  to  certain  limitations
against  certain  costs and expenses, including attorney's  fees,
actually  and reasonably incurred in connection with any  action,
suit  or proceeding, whether civil, criminal, administrative,  or
investigative, to which any of them is a party by reason  of  his
being  a  director  or  officer  of  the  Corporation  if  it  is
determined  that  he  acted  in accordance  with  the  applicable
standard of conduct set forth in such statutory provisions.   The
Corporation's Bylaws provide that the Corporation shall indemnify
each  person who may be indemnified pursuant to Section  145,  as
amended  from time to time (or any successor provision  thereto),
to the fullest extent permitted by Section 145.

       The Corporation has also entered into Indemnity Agreements
with  its  officers  and  directors which  establish  contractual
rights  for the officers and directors to be indemnified  by  the
Corporation to the fullest extent permitted by law.

Item 8.   Exhibits.

       Exhibit No.       Description of Exhibit

       4.1...............DMI  Furniture,  Inc.  1998  Stock
                         Option  Plan  for Independent  Directors
                         Inc.  by  reference to Exhibit 10(B)  to
                         Form  10-Q for the fiscal quarter  ended
                         November 30, 1999

       4.2...............Restated Certificate of Incorporation

       4.3...............Amended  and Restated  Bylaws  are
                         incorporated by reference to Exhibit 3
                         to Form 8-K dated September 6, 2000

       5.................Opinion of Frost Brown Todd LLC

       23.1..............Consent of Arthur Andersen LLP

       23.2..............Consent  of Frost Brown  Todd  LLC
                         (contained  in  their opinion  filed  as
                         Exhibit 5)

       24................Powers of Attorney (included on the
                         signature   page  of  this  Registration
                         Statement)

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  this  Registration  Statement  (or  the  most
                       recent post-effective amendment hereof) which,
                       individually or in the aggregate, represent a
                       fundamental change in the information  set forth
                       in this Registration Statement;

                iii.   To include any material information   with
                       respect to the plan of distribution  not  previously
                       disclosed  in  this Registration Statement or any
                       material change to such information in this
                       Registration Statement;

                       Provided, however, that paragraphs A(1)(i) and
                       A(1)(ii) shall  not  apply if the information required
                       to be included in a post-effective amendment by those
                       paragraphs is contained  in  periodic  reports  filed
                       by the Registrant  pursuant  to Section  13  or  Section
                       15(d) of  the Securities Exchange  Act  of  1934
                       that are incorporated  by reference  in  this
                       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  Section
          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 this 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  DGCL,  the  Amended  and
          Restated Articles of Incorporation, as amended, and the
          Bylaws  of the Registrant, 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 Securities  Act  of
          1933,  and is, therefore, unenforceable.  In the  event
          that   a   claim   for  indemnification  against   such
          liabilities  (other than 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 Securities  Act  of
          1933 and will be governed by the final adjudication  of
          such issue.
SIGNATURES

     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
Louisville, Kentucky on this 15th day of  December, 2000.

                                   By:  /s/ Donald D. Dreher
                                        Donald D. Dreher
                                        Chairman, President &
                                        Chief Executive
                                        Officer

                        POWER OF ATTORNEY

     Know  All  Men  By  These Presents, that each  person  whose
signature appears below constitutes and appoints Donald D. Dreher
and  Joseph  G.  Hill,  and each of them,  his  true  and  lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in  any
and  all  capacities,  to sign any and all amendments  (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents  in
connection therewith with the Securities and Exchange Commission,
granting  unto  said attorneys-in-fact and agents,  and  each  of
them,  full power and authority to do and perform each and  every
act and thing requisite and necessary to be done, as fully to all
intents  and  purposes as he might or could do in person,  hereby
ratifying  and  confirming  all that said  attorneys-in-fact  and
agents   or   any  of  them,  or  their  or  his  substitute   or
substitutions,  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 dates indicated.

   Signature                       Title                  Date

/s/ Donald D. Dreher     President, Chief Executive      December 15, 2000
Donald D. Dreher            Officer and Director

/s/ Joseph G. Hill        Executive Vice President,      December 15, 2000
Joseph G. Hill          Operations, Secretary and
                                 Director

                         Vice President, Finance,        December 15, 2000
/s/ Phillip J. Keller    Chief Financial Officer and
Phillip J. Keller           Treasurer (Principal
                        Financial and Accounting
                              Officer)

/s/ Thomas M. Levine           Director                  December 15, 2000
Thomas M. Levine

/s/ David M. Martin            Director                  December 15, 2000
David M. Martin

/s/ W. Howard Armistead        Director                  December 15, 2000
W. Howard Armistead

/s/ Joseph L. Ponce           Director                   December 15, 2000
Joseph L. Ponce

                          EXHIBIT INDEX

Exhibit Number                     Description of Exhibit

     4.1.................DMI  Furniture,  Inc.  1998  Stock
                         Option  Plan  for Independent  Directors
                         Inc.  by  reference to Exhibit 10(B)  to
                         Form  10-Q for the fiscal quarter  ended
                         November 30, 1999

     4.2.................Restated Certificate of Incorporation

     4.3.................Amended  and Restated  Bylaws  are
                         incorporated by reference to  Exhibit  3
                         to Form 8-K dated September 6, 2000

     5...................Opinion of Frost Brown Todd LLC

     23.1................Consent of Arthur Andersen LLP

     23.2................Consent  of Frost Brown  Todd  LLC
                         (contained  in  their opinion  filed  as
                         Exhibit 5)

     24..................Powers of Attorney (included on the
                         signature   page  of  this  Registration
                         Statement)