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




     Date of Report (Date of earliest event reported):  May 29, 1997 
                                                       (May 27, 1997)

                      Furniture Brands International, Inc.
              --------------------------------------------------
              (Exact name of Registrant as specified in charter)


          Delaware                I-91                     43-0337683
     ------------------       ----------------     ---------------------- 
        (State of              (Commission              (IRS Employer
       Incorporation)          File Number)         Identification Number)


                101 South Hanley Road, St. Louis, Missouri 63105
                ------------------------------------------------
                    (Address of principal executive offices)             

                               (314) 863-1100            
                -------------------------------------------------
                         (Registrant's telephone number)<PAGE>





     Item 5.    Other Matters

          On May 27, 1997, the Company announced an agreement covering a
     comprehensive plan for Apollo Investment Fund, L.P. and its affiliate
     Lion Advisors, L.P. ("Apollo") to exit all or substantially all of its
     investment in the Company and to relinquish control of the Board of
     Directors.  Apollo currently owns approximately 37.6% of the Company's
     outstanding stock.

          The agreement calls for the repurchase by the Company of
     10,842,299 shares of its common stock beneficially owned by Apollo at
     a purchase price of $15.75 per share, a 4.5%  discount from the $16.50
     closing price on Friday, May 23, and a discount from the average
     closing price over the last five trading days, which was $16.125 per
     share.  The Company will also repurchase from Apollo its 290,821
     Series 1 Warrants for $8.62 per Warrant, representing the same $15.75
     minus the $7.13 per warrant exercise price.

          The Company also announced that it has agreed to file as promptly
     as practicable a registration statement to enable Apollo to sell 11
     million of the Company's shares (plus an underwriters' over-allotment
     option of an additional 1.1 million shares) in a secondary offering. 
     To the extent that the secondary offering is completed at a price per
     share equal to or greater than $15.50, the repurchase price for the
     shares and the warrants will be reduced by $0.25.  Following these
     transactions, and assuming the sale of the over-allotment shares,
     Apollo will no longer own any shares of the Company's stock.  The
     agreement also calls for the resignation of the Apollo representatives
     from the Board of Directors.  

          The Company plans to finance the share and warrant repurchase,
     which will aggregate up to $175 million, through a fully-committed,
     non-amortizing ten year senior bank facility led by Bankers Trust
     Company.  The closing of the share repurchase is conditioned on the
     completion of the secondary offering of Apollo's shares at a price
     acceptable to Apollo, the closing of the senior bank facility and the
     receipt of an amendment to the existing bank facility on terms
     satisfactory to the Company.  All closings are expected to occur
     simultaneously.

     Item 7.    Financial Statements and Exhibits

          (c)   Exhibits

                99(a)  Stock Purchase and Secondary Offering Agreement,
                       dated as of May 27, 1997, among the Company, Apollo
                       Investment Fund, L.P. and Lion Advisors, L.P.<PAGE>





                                 SIGNATURE
                                 ---------


     Pursuant to the requirements of the Securities Exchange Act of 1934,
     the registrant has duly caused this report to be signed on its behalf
     by the undersigned thereunto duly authorized.


                                Furniture Brands International, Inc.

                            By: David P. Howard
                                -----------------------
                                David P. Howard
                                Vice President, Treasurer and
                                  Chief Financial Officer


     May 29, 1997<PAGE>
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{"company-data": {"conformed-name": "FURNITURE BRANDS INTERNATIONAL INC", "cik": "0000050957", "assigned-sic": "2510", "irs-number": "430337683", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00091", "film-number": "97615866"}, "business-address": {"street1": "101 S HANLEY RD STE 1900", "city": "ST LOUIS", "state": "MO", "zip": "63105", "phone": "3148631100"}, "mail-address": {"street1": "101 SOUTH HANLEY RD", "city": "ST LOUIS", "state": "MO", "zip": "63105"}, "former-company": {"former-conformed-name": "INTERNATIONAL SHOE CO", "date-changed": "19690313"}}
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

     Date of Report (Date of earliest event reported):  May 29, 1997 
                                                       (May 27, 1997)

                      Furniture Brands International, Inc.
              --------------------------------------------------
              (Exact name of Registrant as specified in charter)

          Delaware                I-91                     43-0337683
     ------------------       ----------------     ---------------------- 
        (State of              (Commission              (IRS Employer
       Incorporation)          File Number)         Identification Number)

                101 South Hanley Road, St. Louis, Missouri 63105
                ------------------------------------------------
                    (Address of principal executive offices)             

                               (314) 863-1100            
                -------------------------------------------------
                         (Registrant's telephone number)
Item 5.    Other Matters

          On May 27, 1997, the Company announced an agreement covering a
     comprehensive plan for Apollo Investment Fund, L.P. and its affiliate
     Lion Advisors, L.P. ("Apollo") to exit all or substantially all of its
     investment in the Company and to relinquish control of the Board of
     Directors.  Apollo currently owns approximately 37.6% of the Company's
     outstanding stock.

          The agreement calls for the repurchase by the Company of
     10,842,299 shares of its common stock beneficially owned by Apollo at
     a purchase price of $15.75 per share, a 4.5%  discount from the $16.50
     closing price on Friday, May 23, and a discount from the average
     closing price over the last five trading days, which was $16.125 per
     share.  The Company will also repurchase from Apollo its 290,821
     Series 1 Warrants for $8.62 per Warrant, representing the same $15.75
     minus the $7.13 per warrant exercise price.

          The Company also announced that it has agreed to file as promptly
     as practicable a registration statement to enable Apollo to sell 11
     million of the Company's shares (plus an underwriters' over-allotment
     option of an additional 1.1 million shares) in a secondary offering. 
     To the extent that the secondary offering is completed at a price per
     share equal to or greater than $15.50, the repurchase price for the
     shares and the warrants will be reduced by $0.25.  Following these
     transactions, and assuming the sale of the over-allotment shares,
     Apollo will no longer own any shares of the Company's stock.  The
     agreement also calls for the resignation of the Apollo representatives
     from the Board of Directors.  

          The Company plans to finance the share and warrant repurchase,
     which will aggregate up to $175 million, through a fully-committed,
     non-amortizing ten year senior bank facility led by Bankers Trust
     Company.  The closing of the share repurchase is conditioned on the
     completion of the secondary offering of Apollo's shares at a price
     acceptable to Apollo, the closing of the senior bank facility and the
     receipt of an amendment to the existing bank facility on terms
     satisfactory to the Company.  All closings are expected to occur
     simultaneously.

     Item 7.    Financial Statements and Exhibits

          (c)   Exhibits

                99(a)  Stock Purchase and Secondary Offering Agreement,
                       dated as of May 27, 1997, among the Company, Apollo
                       Investment Fund, L.P. and Lion Advisors, L.P.
SIGNATURE
                                 ---------

     Pursuant to the requirements of the Securities Exchange Act of 1934,
     the registrant has duly caused this report to be signed on its behalf
     by the undersigned thereunto duly authorized.

                                Furniture Brands International, Inc.

                            By: David P. Howard
                                -----------------------
                                David P. Howard
                                Vice President, Treasurer and
                                  Chief Financial Officer

     May 29, 1997