<PAGE> 1


  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 21, 1995
                                                Registration No. 33-
                                                                    -----
=========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

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

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

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

                           FALCON PRODUCTS, INC.
          (Exact name of registrant as specified in its charter)

                  DELAWARE                            43-0730877
     (State or other jurisdiction of              (I.R.S. Employer
      incorporation or organization)              Identification No.)

                   9387 DIELMAN INDUSTRIAL DRIVE
                        ST. LOUIS, MISSOURI                       63132
               (Address of Principal Executive Offices)         (Zip Code)

     FALCON PRODUCTS, INC. AMENDED AND RESTATED 1991 STOCK OPTION PLAN
                         (Full title of the Plan)

                            STEPHEN L. CLANTON
             SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                           FALCON PRODUCTS, INC.
                       9387 DIELMAN INDUSTRIAL DRIVE
                        ST. LOUIS, MISSOURI  63132
                  (Name and address of agent for service)

                              (314) 991-9200
                     (Telephone number, including area
                        code, of agent for service)

                     Copies of all correspondence to:
                          Robert H. Wexler, Esq.
                      Gallop, Johnson & Neuman, L.C.
                          Interco Corporate Tower
                           101 South Hanley Road
                        St. Louis, Missouri  63105

=========================================================================
<TABLE>
                      CALCULATION OF REGISTRATION FEE
<CAPTION>
                                   Proposed       Proposed
Title of                           maximum        maximum
securities       Amount            offering       aggregate      Amount of
to be            to be             price          offering       registra-
registered       registered<F1>    per share<F2>  price          tion fee
- ----------       ----------        ---------      ---------      ---------
<S>              <C>               <C>            <C>            <C>
Common Stock     400,000           $11.47         $4,588,000     $1,583
$0.02 par value
per share
<FN>
- -----------------
<F1> Represents additional number of shares available for issuance under the
     Plan, for which a registration statement on Form S-8 (Reg. No. 33-46997)
     was filed with the Securities and Exchange Commission on March 26, 1992.
<F2> Estimated solely for the purpose of calculating the registration fee.
     Such estimate has been calculated in accordance with Rule 457(h) under
     the Securities Act of 1933, and with respect to shares covered by
     currently outstanding options, is based upon the exercise price thereof,
     and with respect to the shares not covered by currently outstanding
     options, is based upon the average of the high and low prices per share
     of the Registrant's Common Stock as reported by the National Association
     of Securities Dealers Automated Quotation National Market System on
     March 14, 1995.
</TABLE>


<PAGE> 2
                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:

     (a)  The Registrant's Annual Report on Form 10-K for fiscal year ended
October 29, 1994;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended January 28, 1995; and

     c)   The description of the Registrant's common stock which is contained
in the registration statement filed by the Registrant under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such description.


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

     Items 4, 5 and 7 of the Registrant's previously filed Registration
Statement on Form S-8 (Registration No. 33-46997) are incorporated herein by
reference to such Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of the State of Delaware
permits indemnification by a corporation of certain officers, directors,
employees and agents.  Consistent therewith,

                                    II-1
<PAGE> 3
Article IX of the Registrant's Amended and Restated Bylaws requires that the
Registrant indemnify all persons whom it may indemnify pursuant thereto to the
fullest extent permitted by Section 145.  Article IX also provides that
expenses incurred by an officer, director, employee or agent of the Registrant
or any of its direct or indirect wholly owned subsidiaries in defending a
civil or criminal action, suit or proceeding, will be paid by the Registrant
in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such officer, director, employee
or agent to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Registrant as authorized.

     The Registrant maintains a claims-made policy of directors' and
officers' liability and company reimbursement insurance.  The directors' and
officers' liability portion of such policy covers all directors and officers
of the Registrant and subsidiary companies, more than 50 percent of the
outstanding voting stock of which is directly or indirectly owned by the
Registrant.  The policy provides for a payment on behalf of the directors and
officers up to the policy limits for all Losses (as defined) which the
directors and officers, or any of them, shall become legally obligated to
pay, from claims made against them during the policy period for Wrongful Acts
(as defined), which include: errors, misstatements, misleading statements,
acts or omissions and neglect or breach of duty in the discharge of their
duties, solely in their capacity as directors and officers of the Registrant
or a subsidiary thereof, individually or collectively, or in connection with
any matter claimed against them solely by reason of their being directors or
officers of the Registrant or such subsidiary.  The insurance includes the
cost of defenses, appeals, bonds, settlements and judgments.  The insurer's
limit of liability under the policy is $2,000,000 in the aggregate for all
Losses per year.  The policy contains various reporting requirements and
exclusions.  The Registrant also maintains a claims-made policy which
provides coverage for the Registrant, its directors and officers, against
loss, liability, cost or expense (as defined) incurred under the federal
securities laws.

                                    II-2
<PAGE> 4

<TABLE>
ITEM 8.  EXHIBITS

     The following exhibits are filed as part of this registration statement
or incorporated by reference herein.
<CAPTION>
Exhibit
Number                          Description
- -------                         -----------
<C>  <S>
4.1  Falcon Products, Inc. Amended and Restated 1991 Stock Option Plan,
     incorporated herein by reference to Exhibit 4.1 to the Registrant's
     Registration Statement on Form S-8 (Reg. No. 33-46997).

4.2  Amendment to the Falcon Products, Inc. Amended and Restated 1991 Stock
     Option Plan, incorporated herein by reference to Exhibit 10.18(a) to the
     Registrant's Annual Report on Form 10-K for the fiscal year ended
     October 30, 1993.

4.3  Amendment No. 2 to the Falcon Products, Inc. Amended and Restated 1991
     Stock Option Plan, incorporated herein by reference to Exhibit 10.23(a)
     to the Registrant's Annual Report on Form 10-K for the fiscal year ended
     October 29, 1994.

5    Opinion of Gallop, Johnson & Neuman, L.C.

23.1 Consent of Arthur Andersen LLP

23.2 Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit 5).

24   Power of Attorney (included on signature page of the registration
     statement).
</TABLE>

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;

                                    II-3
<PAGE> 5

              (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 (i) and (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 amendment by those
paragraphs is contained in periodic reports filed or furnished by the
Registrant pursuant to Section 13 or 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 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)-(g)  Not Applicable.

     (h)  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

                                    II-4
<PAGE> 6
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.

     (i)  Not Applicable.

     (j)  Not Applicable.


                                    II-5
<PAGE> 7
                                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 County of St. Louis, State of Missouri, on
March 16, 1995.


                      FALCON PRODUCTS, INC.



                      By: /s/ Franklin A. Jacobs
                          -----------------------------------------------------
                          Franklin A. Jacobs
                          President and Chief Executive Officer



                             POWER OF ATTORNEY


   We, the undersigned officers and directors of Falcon Products, Inc.,
hereby severally and individually constitute and appoint Franklin A. Jacobs
and Stephen L. Clanton, and each of them, the true and lawful attorneys and
agents of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to
this Registration Statement on Form S-8 and all instruments necessary or
advisable in connection therewith and to file the same with the Securities
and Exchange Commission, each of said attorneys and agents to have the power
to act with or without the other and to have full power and authority to do
and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to
all intents and purposes as any of the undersigned might or could do in
person, and we hereby ratify and confirm our signatures as they may be signed
by our said attorneys and agents and each of them to any and all such
amendments and instruments.

   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.



                                    II-6
<PAGE> 8
<TABLE>
<CAPTION>
       Name                           Title                   Date
       ----                           -----                   ----
<S>                             <C>                        <C>
/s/ Franklin A. Jacobs
- -----------------------------   Chairman, President,
Franklin A. Jacobs              Chief Executive
                                Officer and Director       March 16, 1995

/s/ Stephen L. Clanton
- -----------------------------   Senior Vice President,
Stephen L. Clanton              Chief Financial            March 16, 1995
                                Officer, Secretary
                                and Treasurer
                                (Principal Financial
                                and Accounting Officer)


/s/ Raynor E. Baldwin
- -----------------------------   Director                   March 16, 1995
Raynor E. Baldwin


/s/ Donald P. Gallop
- -----------------------------   Director                   March 16, 1995
Donald P. Gallop


/s/ Franklin E. Hancock
- -----------------------------   Director                   March 16, 1995
Franklin E. Hancock


/s/ James L. Hoagland
- -----------------------------   Director                   March 16, 1995
James L. Hoagland



- -----------------------------   Director                   March 16, 1995
S. Lee Kling


/s/ Lee M. Liberman
- -----------------------------   Director                   March 16, 1995
Lee M. Liberman


/s/ Alan Peters
- -----------------------------   Director                   March 16, 1995
Alan Peters


/s/ James Schneider
- -----------------------------   Director                   March 16, 1995
James Schneider
</TABLE>



                                    II-7
<PAGE> 9
                               FORM S-8

                         FALCON PRODUCTS, INC.

<TABLE>
                             EXHIBIT INDEX
                             -------------
<CAPTION>
Exhibit
Number                  Description
- ------                  -----------
<C>      <S>
4.1      Falcon Products, Inc. Amended and Restated
         1991 Stock Option Plan, incorporated herein
         by reference to Exhibit 4.1 to the
         Registrant's Registration Statement on
         Form S-8 (Reg. No. 33-46997).


4.2      Amendment to the Falcon Products, Inc.
         Amended and Restated 1991 Stock Option
         Plan, incorporated herein by reference
         to Exhibit 10.18(a) to the Registrant's
         Annual Report on Form 10-K for the fiscal
         year ended October 30, 1993.


4.3      Amendment No. 2 to the Falcon Products,
         Inc. Amended and Restated 1991 Stock Option
         Plan, incorporated herein by reference to
         Exhibit 10.23(a) to the Registrant's Annual
         Report on Form 10-K for the fiscal year
         ended October 29, 1994.


5        Opinion of Gallop, Johnson & Neuman, L.C.


23.1     Consent of Arthur Andersen LLP


23.2     Consent of Gallop, Johnson & Neuman, L.C.
          (included in Exhibit 5).


24       Power of Attorney (included on signature
          page of the registration statement).



                                    II-8


</TABLE>
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{"company-data": {"conformed-name": "FALCON PRODUCTS INC /DE/", "cik": "0000034339", "assigned-sic": "2590", "irs-number": "430730877", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58159", "film-number": "95522126"}, "business-address": {"street1": "9387 DIELMAN INDUSTRIAL DR", "city": "ST LOUIS", "state": "MO", "zip": "63132", "phone": "3149919200"}, "mail-address": {"street1": "9387 DIELMAN INDUSTRIAL DRIVE", "city": "ST LOUIS", "state": "MO", "zip": "63132"}, "former-company": {"former-conformed-name": "FALCON PRODUCTS INC MISSOURI", "date-changed": "19750211"}}
1

  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 21, 1995
                                                Registration No. 33-
                                                                    -----
=========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

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

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

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

                           FALCON PRODUCTS, INC.
          (Exact name of registrant as specified in its charter)

                  DELAWARE                            43-0730877
     (State or other jurisdiction of              (I.R.S. Employer
      incorporation or organization)              Identification No.)

                   9387 DIELMAN INDUSTRIAL DRIVE
                        ST. LOUIS, MISSOURI                       63132
               (Address of Principal Executive Offices)         (Zip Code)

     FALCON PRODUCTS, INC. AMENDED AND RESTATED 1991 STOCK OPTION PLAN
                         (Full title of the Plan)

                            STEPHEN L. CLANTON
             SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                           FALCON PRODUCTS, INC.
                       9387 DIELMAN INDUSTRIAL DRIVE
                        ST. LOUIS, MISSOURI  63132
                  (Name and address of agent for service)

                              (314) 991-9200
                     (Telephone number, including area
                        code, of agent for service)

                     Copies of all correspondence to:
                          Robert H. Wexler, Esq.
                      Gallop, Johnson & Neuman, L.C.
                          Interco Corporate Tower
                           101 South Hanley Road
                        St. Louis, Missouri  63105

=========================================================================

                      CALCULATION OF REGISTRATION FEE
Proposed       Proposed
Title of                           maximum        maximum
securities       Amount            offering       aggregate      Amount of
to be            to be             price          offering       registra-
registered       registered
per share
price          tion fee
- ----------       ----------        ---------      ---------      ---------
Common Stock     400,000           $11.47         $4,588,000     $1,583
$0.02 par value
per share
- -----------------
Represents additional number of shares available for issuance under the
     Plan, for which a registration statement on Form S-8 (Reg. No. 33-46997)
     was filed with the Securities and Exchange Commission on March 26, 1992.
Estimated solely for the purpose of calculating the registration fee.
     Such estimate has been calculated in accordance with Rule 457(h) under
     the Securities Act of 1933, and with respect to shares covered by
     currently outstanding options, is based upon the exercise price thereof,
     and with respect to the shares not covered by currently outstanding
     options, is based upon the average of the high and low prices per share
     of the Registrant's Common Stock as reported by the National Association
     of Securities Dealers Automated Quotation National Market System on
     March 14, 1995.
2
                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference:

     (a)  The Registrant's Annual Report on Form 10-K for fiscal year ended
October 29, 1994;

     (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended January 28, 1995; and

     c)   The description of the Registrant's common stock which is contained
in the registration statement filed by the Registrant under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such description.

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

     Items 4, 5 and 7 of the Registrant's previously filed Registration
Statement on Form S-8 (Registration No. 33-46997) are incorporated herein by
reference to such Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of the State of Delaware
permits indemnification by a corporation of certain officers, directors,
employees and agents.  Consistent therewith,

                                    II-1
3
Article IX of the Registrant's Amended and Restated Bylaws requires that the
Registrant indemnify all persons whom it may indemnify pursuant thereto to the
fullest extent permitted by Section 145.  Article IX also provides that
expenses incurred by an officer, director, employee or agent of the Registrant
or any of its direct or indirect wholly owned subsidiaries in defending a
civil or criminal action, suit or proceeding, will be paid by the Registrant
in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such officer, director, employee
or agent to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Registrant as authorized.

     The Registrant maintains a claims-made policy of directors' and
officers' liability and company reimbursement insurance.  The directors' and
officers' liability portion of such policy covers all directors and officers
of the Registrant and subsidiary companies, more than 50 percent of the
outstanding voting stock of which is directly or indirectly owned by the
Registrant.  The policy provides for a payment on behalf of the directors and
officers up to the policy limits for all Losses (as defined) which the
directors and officers, or any of them, shall become legally obligated to
pay, from claims made against them during the policy period for Wrongful Acts
(as defined), which include: errors, misstatements, misleading statements,
acts or omissions and neglect or breach of duty in the discharge of their
duties, solely in their capacity as directors and officers of the Registrant
or a subsidiary thereof, individually or collectively, or in connection with
any matter claimed against them solely by reason of their being directors or
officers of the Registrant or such subsidiary.  The insurance includes the
cost of defenses, appeals, bonds, settlements and judgments.  The insurer's
limit of liability under the policy is $2,000,000 in the aggregate for all
Losses per year.  The policy contains various reporting requirements and
exclusions.  The Registrant also maintains a claims-made policy which
provides coverage for the Registrant, its directors and officers, against
loss, liability, cost or expense (as defined) incurred under the federal
securities laws.

                                    II-2
4

ITEM 8.  EXHIBITS

     The following exhibits are filed as part of this registration statement
or incorporated by reference herein.
Exhibit
Number                          Description
- -------                         -----------
4.1  Falcon Products, Inc. Amended and Restated 1991 Stock Option Plan,
     incorporated herein by reference to Exhibit 4.1 to the Registrant's
     Registration Statement on Form S-8 (Reg. No. 33-46997).

4.2  Amendment to the Falcon Products, Inc. Amended and Restated 1991 Stock
     Option Plan, incorporated herein by reference to Exhibit 10.18(a) to the
     Registrant's Annual Report on Form 10-K for the fiscal year ended
     October 30, 1993.

4.3  Amendment No. 2 to the Falcon Products, Inc. Amended and Restated 1991
     Stock Option Plan, incorporated herein by reference to Exhibit 10.23(a)
     to the Registrant's Annual Report on Form 10-K for the fiscal year ended
     October 29, 1994.

5    Opinion of Gallop, Johnson & Neuman, L.C.

23.1 Consent of Arthur Andersen LLP

23.2 Consent of Gallop, Johnson & Neuman, L.C. (included in Exhibit 5).

24   Power of Attorney (included on signature page of the 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;

                                    II-3
5

              (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 (i) and (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 amendment by those
paragraphs is contained in periodic reports filed or furnished by the
Registrant pursuant to Section 13 or 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 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)-(g)  Not Applicable.

     (h)  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

                                    II-4
6
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.

     (i)  Not Applicable.

     (j)  Not Applicable.

                                    II-5
7
                                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 County of St. Louis, State of Missouri, on
March 16, 1995.

                      FALCON PRODUCTS, INC.

                      By: /s/ Franklin A. Jacobs
                          -----------------------------------------------------
                          Franklin A. Jacobs
                          President and Chief Executive Officer

                             POWER OF ATTORNEY

   We, the undersigned officers and directors of Falcon Products, Inc.,
hereby severally and individually constitute and appoint Franklin A. Jacobs
and Stephen L. Clanton, and each of them, the true and lawful attorneys and
agents of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to
this Registration Statement on Form S-8 and all instruments necessary or
advisable in connection therewith and to file the same with the Securities
and Exchange Commission, each of said attorneys and agents to have the power
to act with or without the other and to have full power and authority to do
and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to
all intents and purposes as any of the undersigned might or could do in
person, and we hereby ratify and confirm our signatures as they may be signed
by our said attorneys and agents and each of them to any and all such
amendments and instruments.

   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.

                                    II-6
8
Name                           Title                   Date
       ----                           -----                   ----
/s/ Franklin A. Jacobs
- -----------------------------   Chairman, President,
Franklin A. Jacobs              Chief Executive
                                Officer and Director       March 16, 1995

/s/ Stephen L. Clanton
- -----------------------------   Senior Vice President,
Stephen L. Clanton              Chief Financial            March 16, 1995
                                Officer, Secretary
                                and Treasurer
                                (Principal Financial
                                and Accounting Officer)

/s/ Raynor E. Baldwin
- -----------------------------   Director                   March 16, 1995
Raynor E. Baldwin

/s/ Donald P. Gallop
- -----------------------------   Director                   March 16, 1995
Donald P. Gallop

/s/ Franklin E. Hancock
- -----------------------------   Director                   March 16, 1995
Franklin E. Hancock

/s/ James L. Hoagland
- -----------------------------   Director                   March 16, 1995
James L. Hoagland

- -----------------------------   Director                   March 16, 1995
S. Lee Kling

/s/ Lee M. Liberman
- -----------------------------   Director                   March 16, 1995
Lee M. Liberman

/s/ Alan Peters
- -----------------------------   Director                   March 16, 1995
Alan Peters

/s/ James Schneider
- -----------------------------   Director                   March 16, 1995
James Schneider
II-7
9
                               FORM S-8

                         FALCON PRODUCTS, INC.

                             EXHIBIT INDEX
                             -------------
Exhibit
Number                  Description
- ------                  -----------
4.1      Falcon Products, Inc. Amended and Restated
         1991 Stock Option Plan, incorporated herein
         by reference to Exhibit 4.1 to the
         Registrant's Registration Statement on
         Form S-8 (Reg. No. 33-46997).

4.2      Amendment to the Falcon Products, Inc.
         Amended and Restated 1991 Stock Option
         Plan, incorporated herein by reference
         to Exhibit 10.18(a) to the Registrant's
         Annual Report on Form 10-K for the fiscal
         year ended October 30, 1993.

4.3      Amendment No. 2 to the Falcon Products,
         Inc. Amended and Restated 1991 Stock Option
         Plan, incorporated herein by reference to
         Exhibit 10.23(a) to the Registrant's Annual
         Report on Form 10-K for the fiscal year
         ended October 29, 1994.

5        Opinion of Gallop, Johnson & Neuman, L.C.

23.1     Consent of Arthur Andersen LLP

23.2     Consent of Gallop, Johnson & Neuman, L.C.
          (included in Exhibit 5).

24       Power of Attorney (included on signature
          page of the registration statement).

                                    II-8