Registration No. 33-     
_________________________________________________________________
_________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                         _______________

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                         _______________


               SHELBY WILLIAMS INDUSTRIES, INC.                 
     (Exact name of registrant as specified in its charter)

           Delaware                              62-0974443      
  (State or other jurisdiction               (I.R.S. Employer
of incorporation or organization)           Identification No.)

1348 Merchandise Mart, Chicago, Illinois                  60654  
(Address of Principal Executive Offices)               (Zip Code)

                SHELBY WILLIAMS INDUSTRIES, INC.
                1995 DIRECTORS' STOCK OPTION PLAN                

                    (Full title of the plan)

               MANFRED STEINFELD, Chairman of the Board
               Shelby Williams Industries, Inc.
               1348 Merchandise Mart
               Chicago, Illinois 60654                           
             (Name and address of agent for service)

         Telephone number, including area code, of agent
                  for service:  (312) 527-3593

                            Copy to:

                           Walter Roth
                        D'Ancona & Pflaum
                     30 North LaSalle Street
                     Chicago, Illinois 60602
                   Telephone:  (312) 580-2020

              [Facing Page continued on next page]

                       Page 1 of 11 Pages
                     Exhibit Index on Page 7
<PAGE>
                 CALCULATION OF REGISTRATION FEE
                                                                 
<TABLE>
<CAPTION>
                                                             

Title of       Amount    Proposed       Proposed       Amount of
Securities     to be     Maximum        Maximum        Regis-
to be          Regis-    Offering       Aggregate      tration
Registered     tered     Price per      Offering       Fee      
                         Share          Price     

<S>            <C>       <C>            <C>            <C> 
Common Stock   44,000    $10.0625 (2)   $442,750 (2)   $152.68
($.05 par      shares
value)                   

Common Stock   16,000    $7.938(3)      $127,008(3)    $43.80
($.05 par      shares
value)    
               
                         Total Registration Fee   $196.48

_________________________________________________________________

_________________________________________________________________
     (1)  The number of shares set forth is the maximum number of
          shares which could be purchased upon exercise of all
          stock options now outstanding and all such options
          which may hereafter be granted under the provisions of
          the Shelby Williams Industries, Inc. 1995 Directors'
          Stock Option Plan.

     (2)  Estimated solely for the purpose of calculating the
          registration fee based upon the average of the high and
          low sale prices of the registrant's Common Stock on May
          25, 1995.

     (3)  Based on exercise prices of outstanding directors'
          stock options.
<PAGE>
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The documents listed in (a) through (c) below are incorpo-
rated by reference in this registration statement; and all
documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration
statement and to be a part thereof from the date of filing of
such documents:

     (a)  The registrant's annual report on Form 10-K for the
          fiscal year ended December 31, 1994.

     (b)  The registrant's quarterly report on Form 10-Q for the
          quarter ended March 31, 1995.

     (c)  The description of the registrant's Common Stock con-
          tained in the registration statement on Form 8-A filed
          with the Securities and Exchange Commission under the
          Securities Exchange Act of 1934 on April 3, 1987, File
          No. 1-9457, together with any amendment or report filed
          for the purpose of updating such description.


Item 4.  Description of Securities.

     Not applicable.


Item 5.  Interests of Named Experts and Counsel.

     Not applicable.


Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law autho-
rizes a corporation, under certain circumstances, to indemnify
its directors and officers (including reimbursement for expenses
incurred).  The registrant's certificate of incorporation and by-
laws provide for such indemnification to the extent permitted by
the provisions of the Delaware Law.  Such indemnification may
extend to certain liabilities under the Securities Act of 1933,
as amended (the "Act").  The registrant also maintains insurance
protection for its directors and officers against certain liabil-
ities arising out of the performance of their duties in such
capacities, which may include certain liabilities under the Act.

Item 7.  Exemption from Registration Claimed.

     Not applicable.


Item 8.  Exhibits.

     See Exhibit Index immediately preceding exhibits.


Item 9.  Undertakings.

     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 regis-
          tration statement:

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

          (ii)      To reflect in the prospectus any facts or
                    events arising after the effective date of
                    the registration statement (or the most re-
                    cent post-effective amendment thereof) which,
                    individually or in the aggregate, represents
                    a fundamental change in the information set
                    forth in the registration statement;

          (iii)     To include any material information with
                    respect to the plan of distribution not pre-
                    viously disclosed in the registration state-
                    ment or any material change to such informa-
                    tion in the registration statement;

          Provided, however, that paragraphs (1)(i) and 1(ii) do
     not apply if the registration statement is on Form S-3 or
     Form S-8 and 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 the registration
     statement.

     (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-effec-
          tive 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-effec-
          tive amendment any of the securities being registered
          which remain unsold at the termination of the offering.

     The undersigned registrant hereby undertakes that, for the
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 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     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 forego-
ing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdic-
tion 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.

<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
the City of Chicago, State of Illinois, on this 31st day of May,
1995.


                              SHELBY WILLIAMS INDUSTRIES, INC.

                              By: /s/ Manfred Steinfeld
                                 Manfred Steinfeld
                                 Chairman of the Board

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

     Name                     Title                    Date

/s/ Manfred Steinfeld    Chairman of the Board    )
Manfred Steinfeld        and Director             )
                                                  )
PAUL N. STEINFELD*       Vice-Chairman of the     )
Paul N. Steinfeld        Board and Director       )
                         (Principal Executive     )
                         Officer)                 )
                                                  )
ROBERT P. COULTER*       President and            )    May 31,
Robert P. Coulter        Director                 )    1995
                                                  )
SAM FERRELL*             Vice-President Finance,  )
Sam Ferrell              Treasurer and Assistant  )
                         Secretary (Principal     )
                         Financial and            )
                         Accounting Officer)      )
                                                  )
ROBERT L. HAAG*          Director                 )
Robert L. Haag                                    )
                                                  )
WILLIAM B. KAPLAN*       Director                 )
William B. Kaplan                                 )
                                                  )
HERBERT L. ROTH          Director                 )
Herbert L. Roth                                   )
                                                  )
TRISHA WILSON*           Director                 )
Trisha Wilson                                     )

*By /s/ Manfred Steinfeld
    Manfred Steinfeld, Attorney-in-fact
<PAGE>
                          EXHIBIT INDEX


Exhibit No.              Description                        Page

     4.1       Registrant's Certificate of Incorporation
               and all amendments thereto, filed as
               Exhibit 3.1 to registrant's Form 10-K for
               1987 and hereby incorporated by reference.

     4.2       By-Laws of the registrant, as amended,
               filed as Exhibit 3.2 to registrant's
               Form 10-K for 1991 and hereby incorporated
               by reference.

     5.1       Opinion of D'Ancona & Pflaum.                  8

    23.1       Consent of accountants.                        9

    24.1       Power of Attorney.                            10



</TABLE>
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{"company-data": {"conformed-name": "SHELBY WILLIAMS INDUSTRIES INC", "cik": "0000730564", "assigned-sic": "2590", "irs-number": "620974443", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59705", "film-number": "95543720"}, "business-address": {"street1": "1348 MERCHANDISE MART", "city": "CHICAGO", "state": "IL", "zip": "60654", "phone": "3125273593"}, "mail-address": {"street1": "1348 MERCHANDISE MART", "city": "CHICAGO", "state": "IL", "zip": "60654"}}
Registration No. 33-     
_________________________________________________________________
_________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                         _______________

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

                         _______________

               SHELBY WILLIAMS INDUSTRIES, INC.                 
     (Exact name of registrant as specified in its charter)

           Delaware                              62-0974443      
  (State or other jurisdiction               (I.R.S. Employer
of incorporation or organization)           Identification No.)

1348 Merchandise Mart, Chicago, Illinois                  60654  
(Address of Principal Executive Offices)               (Zip Code)

                SHELBY WILLIAMS INDUSTRIES, INC.
                1995 DIRECTORS' STOCK OPTION PLAN                

                    (Full title of the plan)

               MANFRED STEINFELD, Chairman of the Board
               Shelby Williams Industries, Inc.
               1348 Merchandise Mart
               Chicago, Illinois 60654                           
             (Name and address of agent for service)

         Telephone number, including area code, of agent
                  for service:  (312) 527-3593

                            Copy to:

                           Walter Roth
                        D'Ancona & Pflaum
                     30 North LaSalle Street
                     Chicago, Illinois 60602
                   Telephone:  (312) 580-2020

              [Facing Page continued on next page]

                       Page 1 of 11 Pages
                     Exhibit Index on Page 7
CALCULATION OF REGISTRATION FEE
Title of       Amount    Proposed       Proposed       Amount of
Securities     to be     Maximum        Maximum        Regis-
to be          Regis-    Offering       Aggregate      tration
Registered     tered     Price per      Offering       Fee      
                         Share          Price
Common Stock   44,000    $10.0625 (2)   $442,750 (2)   $152.68
($.05 par      shares
value)                   

Common Stock   16,000    $7.938(3)      $127,008(3)    $43.80
($.05 par      shares
value)    
               
                         Total Registration Fee   $196.48

_________________________________________________________________

_________________________________________________________________
     (1)  The number of shares set forth is the maximum number of
          shares which could be purchased upon exercise of all
          stock options now outstanding and all such options
          which may hereafter be granted under the provisions of
          the Shelby Williams Industries, Inc. 1995 Directors'
          Stock Option Plan.

     (2)  Estimated solely for the purpose of calculating the
          registration fee based upon the average of the high and
          low sale prices of the registrant's Common Stock on May
          25, 1995.

     (3)  Based on exercise prices of outstanding directors'
          stock options.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The documents listed in (a) through (c) below are incorpo-
rated by reference in this registration statement; and all
documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration
statement and to be a part thereof from the date of filing of
such documents:

     (a)  The registrant's annual report on Form 10-K for the
          fiscal year ended December 31, 1994.

     (b)  The registrant's quarterly report on Form 10-Q for the
          quarter ended March 31, 1995.

     (c)  The description of the registrant's Common Stock con-
          tained in the registration statement on Form 8-A filed
          with the Securities and Exchange Commission under the
          Securities Exchange Act of 1934 on April 3, 1987, File
          No. 1-9457, together with any amendment or report filed
          for the purpose of updating such description.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law autho-
rizes a corporation, under certain circumstances, to indemnify
its directors and officers (including reimbursement for expenses
incurred).  The registrant's certificate of incorporation and by-
laws provide for such indemnification to the extent permitted by
the provisions of the Delaware Law.  Such indemnification may
extend to certain liabilities under the Securities Act of 1933,
as amended (the "Act").  The registrant also maintains insurance
protection for its directors and officers against certain liabil-
ities arising out of the performance of their duties in such
capacities, which may include certain liabilities under the Act.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     See Exhibit Index immediately preceding exhibits.

Item 9.  Undertakings.

     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 regis-
          tration statement:

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

          (ii)      To reflect in the prospectus any facts or
                    events arising after the effective date of
                    the registration statement (or the most re-
                    cent post-effective amendment thereof) which,
                    individually or in the aggregate, represents
                    a fundamental change in the information set
                    forth in the registration statement;

          (iii)     To include any material information with
                    respect to the plan of distribution not pre-
                    viously disclosed in the registration state-
                    ment or any material change to such informa-
                    tion in the registration statement;

          Provided, however, that paragraphs (1)(i) and 1(ii) do
     not apply if the registration statement is on Form S-3 or
     Form S-8 and 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 the registration
     statement.

     (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-effec-
          tive 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-effec-
          tive amendment any of the securities being registered
          which remain unsold at the termination of the offering.

     The undersigned registrant hereby undertakes that, for the
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 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     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 forego-
ing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim
for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdic-
tion 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.
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
the City of Chicago, State of Illinois, on this 31st day of May,
1995.

                              SHELBY WILLIAMS INDUSTRIES, INC.

                              By: /s/ Manfred Steinfeld
                                 Manfred Steinfeld
                                 Chairman of the Board

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

     Name                     Title                    Date

/s/ Manfred Steinfeld    Chairman of the Board    )
Manfred Steinfeld        and Director             )
                                                  )
PAUL N. STEINFELD*       Vice-Chairman of the     )
Paul N. Steinfeld        Board and Director       )
                         (Principal Executive     )
                         Officer)                 )
                                                  )
ROBERT P. COULTER*       President and            )    May 31,
Robert P. Coulter        Director                 )    1995
                                                  )
SAM FERRELL*             Vice-President Finance,  )
Sam Ferrell              Treasurer and Assistant  )
                         Secretary (Principal     )
                         Financial and            )
                         Accounting Officer)      )
                                                  )
ROBERT L. HAAG*          Director                 )
Robert L. Haag                                    )
                                                  )
WILLIAM B. KAPLAN*       Director                 )
William B. Kaplan                                 )
                                                  )
HERBERT L. ROTH          Director                 )
Herbert L. Roth                                   )
                                                  )
TRISHA WILSON*           Director                 )
Trisha Wilson                                     )

*By /s/ Manfred Steinfeld
    Manfred Steinfeld, Attorney-in-fact
EXHIBIT INDEX

Exhibit No.              Description                        Page

     4.1       Registrant's Certificate of Incorporation
               and all amendments thereto, filed as
               Exhibit 3.1 to registrant's Form 10-K for
               1987 and hereby incorporated by reference.

     4.2       By-Laws of the registrant, as amended,
               filed as Exhibit 3.2 to registrant's
               Form 10-K for 1991 and hereby incorporated
               by reference.

     5.1       Opinion of D'Ancona & Pflaum.                  8

    23.1       Consent of accountants.                        9

    24.1       Power of Attorney.                            10