SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                                FORM 8-K

                         Current Report Pursuant
                      to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934

                              May 13, 1997
           (Date of Report (Date of Earliest Event Reported))

                         LA-Z-BOY INCORPORATED
         (Exact Name of Registrant as Specified in Its Charter)

                                Michigan
             (State or Other Jurisdiction of Incorporation)

                                 1-9656
                        (Commission File Number)

                               38-0751137
                  (I.R.S. Employer Identification No.)

                         1284 N. Telegraph Road
                         Monroe, Michigan 48162
      (Address of Principal Executive Offices, Including Zip Code)

                             (313) 242-1444
          (Registrant's Telephone Number, Including Area Code)



       (Former Name or Former Address If Changed Since Last Report)




Item 9.  Sales of Equity Securities Pursuant to Regulation S

	On March 14, 1997, Registrant commenced an exchange offer 
outside of the United States for all of the ordinary shares of 
Centurion Furniture plc, a corporation incorporated in England and 
Wales ("Centurion"), not already owned by Registrant (the "exchange 
offer").  In general, the terms and conditions of the exchange offer 
were such that a qualified Centurion shareholder electing to 
participate could elect to receive cash at the rate of  70 British 
pence per Centurion ordinary shares, shares of Registrant's common 
stock, $1.00 par value ("LZB shares"), at the rate of one LZB share 
for 32 Centurion ordinary shares, or a combination of the foregoing 
alternatives, in exchange for his or her ordinary shares.  However, in 
order to satisfy certain requirements of Regulation S of the 
Securities and Exchange Commission, the terms and conditions of the 
exchange offer were structured so as effectively to preclude an 
election of LZB shares by any Centurion shareholder who, or in a 
manner which, would render Regulation S unavailable for the offer or 
sale of LZB shares in the offer.  The terms of the exchange offer also 
prohibited distribution of offering materials in or into the U.S. and 
otherwise complied with the other applicable conditions of Regulation 
S.

	On April 28, 1997, Registrant became obligated to issue 33, 718 
LZB to certain Centurion shareholders (none of them "U.S. persons" as 
defined in Regulation S) in exchange for 1,078,976 Centurion ordinary 
shares, pursuant to the terms of the exchange offer, which LZB shares 
were issued on May 12, 1997.  (In addition to the ordinary shares 
acquired for LZB shares pursuant to the exchange offer, Registrant has 
acquired 788,102 other Centurion ordinary shares pursuant to the 
offer, for an aggregate cash price of 551,671 pence, bringing the 
percentage of Centurion ordinary shares now owned by Registrant to 
99.6%.  As permitted by British law, Registrant plans shortly to 
acquire the remaining 28,300 Centurion ordinary shares.)  The LZB 
shares offered, sold, and issued pursuant to the exchange offer have 
not been registered under the Securities Act of 1933, as amended, in 
reliance on Regulation S.



                                SIGNATURES

     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 hereunto duly authorized.

                                           LA-Z-BOY INCORPORATED



Date:  May 13, 1997                          Gene M. Hardy    
                                            Secretary and Treasurer
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3842}]
{"company-data": {"conformed-name": "LA-Z-BOY INCORP", "cik": "0000057131", "assigned-sic": "2510", "irs-number": "380751137", "state-of-incorporation": "MI", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09656", "film-number": "97603140"}, "business-address": {"street1": "1284 N TELEGRAPH RD", "city": "MONROE", "state": "MI", "zip": "48162", "phone": "3132414414"}, "former-company": {"former-conformed-name": "LA Z BOY CHAIR CO", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                                FORM 8-K

                         Current Report Pursuant
                      to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934

                              May 13, 1997
           (Date of Report (Date of Earliest Event Reported))

                         LA-Z-BOY INCORPORATED
         (Exact Name of Registrant as Specified in Its Charter)

                                Michigan
             (State or Other Jurisdiction of Incorporation)

                                 1-9656
                        (Commission File Number)

                               38-0751137
                  (I.R.S. Employer Identification No.)

                         1284 N. Telegraph Road
                         Monroe, Michigan 48162
      (Address of Principal Executive Offices, Including Zip Code)

                             (313) 242-1444
          (Registrant's Telephone Number, Including Area Code)

       (Former Name or Former Address If Changed Since Last Report)

Item 9.  Sales of Equity Securities Pursuant to Regulation S

	On March 14, 1997, Registrant commenced an exchange offer 
outside of the United States for all of the ordinary shares of 
Centurion Furniture plc, a corporation incorporated in England and 
Wales ("Centurion"), not already owned by Registrant (the "exchange 
offer").  In general, the terms and conditions of the exchange offer 
were such that a qualified Centurion shareholder electing to 
participate could elect to receive cash at the rate of  70 British 
pence per Centurion ordinary shares, shares of Registrant's common 
stock, $1.00 par value ("LZB shares"), at the rate of one LZB share 
for 32 Centurion ordinary shares, or a combination of the foregoing 
alternatives, in exchange for his or her ordinary shares.  However, in 
order to satisfy certain requirements of Regulation S of the 
Securities and Exchange Commission, the terms and conditions of the 
exchange offer were structured so as effectively to preclude an 
election of LZB shares by any Centurion shareholder who, or in a 
manner which, would render Regulation S unavailable for the offer or 
sale of LZB shares in the offer.  The terms of the exchange offer also 
prohibited distribution of offering materials in or into the U.S. and 
otherwise complied with the other applicable conditions of Regulation 
S.

	On April 28, 1997, Registrant became obligated to issue 33, 718 
LZB to certain Centurion shareholders (none of them "U.S. persons" as 
defined in Regulation S) in exchange for 1,078,976 Centurion ordinary 
shares, pursuant to the terms of the exchange offer, which LZB shares 
were issued on May 12, 1997.  (In addition to the ordinary shares 
acquired for LZB shares pursuant to the exchange offer, Registrant has 
acquired 788,102 other Centurion ordinary shares pursuant to the 
offer, for an aggregate cash price of 551,671 pence, bringing the 
percentage of Centurion ordinary shares now owned by Registrant to 
99.6%.  As permitted by British law, Registrant plans shortly to 
acquire the remaining 28,300 Centurion ordinary shares.)  The LZB 
shares offered, sold, and issued pursuant to the exchange offer have 
not been registered under the Securities Act of 1933, as amended, in 
reliance on Regulation S.

                                SIGNATURES

     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 hereunto duly authorized.

                                           LA-Z-BOY INCORPORATED

Date:  May 13, 1997                          Gene M. Hardy    
                                            Secretary and Treasurer