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<center>As filed with the Securities and Exchange Commission on September 5, 2003<br>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Registration No. 333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</center>

<hr size="5" noshade>

<center><strong>SECURITIES AND EXCHANGE COMMISSION</strong></center>

<center><strong>Washington, DC 20549</strong></center><br>

<hr width="25%" noshade><br>

<center><strong>FORM S-8</strong></center>

<center><strong>REGISTRATION STATEMENT</strong></center>

<center><strong>UNDER</strong></center>

<center><strong>THE SECURITIES ACT OF 1933</strong></center><br>

<hr width="25%" noshade><br>

<center><strong>THE ROWE COMPANIES</strong></center>

<center><font size="-1">(Exact name of registrant as specified in its charter)</font></center><br>


<table width="100%">
<tr valign="TOP">
<td>
<center><strong>Nevada</strong></center>

<center><font size="-1">(State or other jurisdiction of incorporation</font></center>

<center><font size="-1">or organization)<br><br></font></center>
</td>
<td>
<center><strong>54-0458563</strong></center>

<center><font size="-1">(I.R.S. Employer Identification No.)</font></center>
</td>
</tr>

<tr valign="TOP">
<td>
<center><strong>1650 Tysons Blvd., Suite 710, McLean, Virginia</strong></center>

<center><font size="-1">(Address of principal executive offices)<br><br></font></center>
</td>
<td>
<center><strong>22102</strong></center>

<center><font size="-1">(Zip Code)</font></center>
</td>
</tr>
</table>

<center><strong>THE ROWE COMPANIES/ROWE FURNITURE DIVISION</strong></center>

<center><strong>THRIFT PLAN</strong></center>

<center><font size="-1">(Full title of the plan)</font></center><br>



<center>Dave M. Muchnikoff, P.C.</center>

<center>Craig M. Scheer, P.C.</center>

<center>Silver, Freedman & Taff, L.L.P.</center>

<center><font size="-1">(a limited liability partnership including professional corporations)</font></center>

<center>1700 Wisconsin Avenue, NW</center>

<center>Washington, D.C. 20007</center>

<center><font size="-1">(Name and address of agent for service)</font></center><br>



<center>(202) 295-4500</center>

<center><font size="-1">(Telephone number, including area code, of agent for service)</font></center><br>



<center><font size="-1"><strong>CALCULATION OF REGISTRATION FEE</strong></font></center><br>
<hr size="5" noshade>
<table width="100%">
<tr valign="bottom">
<td align="CENTER"><font size="-1"><strong>Title of Securities to be<br>registered</strong></font></td>
<td align="CENTER"><font size="-1"><strong>Amount to be<br>registered</strong></font></td>
<td align="CENTER"><font size="-1"><strong>Proposed<br>maximum<br>offering price<br>per share</strong></font></td>
<td align="CENTER"><font size="-1"><strong>Proposed<br>maximum<br>aggregate<br>offering  price<sup>(2)</sup></strong></font></td>
<td align="CENTER"><font size="-1"><strong>Amount of<br>registration fee <font size="-1"><strong><sup>(2)</sup></strong></font></td>
</tr>

<tr><td colspan="5"><hr noshade></td></tr>

<tr valign="TOP">
<td align="CENTER"><font size="-1">Common Stock, par value
<br>$1.00 per share</font></p>
</td>
<td align="CENTER"><font size="-1">400,000 shares</font></td>
<td align="CENTER"><font size="-1">$1.80<sup>(1)</sup></font></td>
<td align="CENTER"><font size="-1">$720,000<sup>(1)</sup></font></td>
<td align="CENTER"><font size="-1">$59<sup>(1)</sup></font></td>
</tr>

<tr valign="TOP">
<td align="CENTER"><font size="-1">Interests in Plan</font></td>
<td align="CENTER"><font size="-1">N/A</font></td>
<td align="CENTER"><font size="-1">N/A<sup>(2)</sup></font></td>
<td align="CENTER"><font size="-1">N/A</font></td>
<td align="CENTER"><font size="-1">N/A</font></td>
</tr>

<tr><td colspan="5"><hr noshade size="5"></td></tr>

</table>

<table width="100%">

<tr valign="top"><td width="4%"><font size="-1"><sup>(1)</sup></td><td><font size="-1">Estimated in accordance with Rule 457(h), calculated on the basis of $1.80 per share, which was the average of the high and low sale prices per share of the
common stock on the American Stock Exchange on September 4, 2003.</td></tr>

<tr valign="top"><td width="4%"><font size="-1"><sup>(2)</sup></td><td><font size="-1">In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein. In accordance with Rule 457(h)(2), no separate fee calculation is made for plan interests.</td></tr>

</table>


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<font size="-1">

<center>PART I</center>



<center>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</center>





<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Part&nbsp;I of Form S-8 will be sent or given to participants in The Rowe Companies/Rowe Furniture Division Thrift Plan (the
"Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act").</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Such document(s) are not being filed with the Commission, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act.</p>

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<center>PART II</center>



<center>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</center>





<p>Item 3.&nbsp;&nbsp;&nbsp;<u>Incorporation of Certain Documents by Reference</u>.</p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents previously filed with the Commission (File No. 001-10226) are hereby incorporated by reference in this Registration Statement and the prospectus to which this Registration
Statement relates (the "Prospectus"):</p>

<table width="100%">

<tr valign="top"><td width="4%"><font size="-1">(a)</td><td><font size="-1">the Annual Report on Form 10-K of The Rowe Companies, a Nevada corporation (the "Company"), for the fiscal year ended December 1, 2002;<br><br></td></tr>

<tr valign="top"><td width="4%"><font size="-1">(b)</td><td><font size="-1">the Plan's Annual Report on Form 11-K for the plan year ended November 30, 2002;<br><br></td></tr>

<tr valign="top"><td width="4%"><font size="-1">(c)</td><td><font size="-1">the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 2, 2003 and June 1, 2003;<br><br></td></tr>

<tr valign="top"><td width="4%"><font size="-1">(d)</td><td><font size="-1">the Company's Current Reports on Form 8-K filed on April 10, 2003, April 17, 2003 and June 27, 2003; and<br><br></td></tr>

<tr valign="top"><td width="4%"><font size="-1">(e)</td><td><font size="-1">the description of the Common Stock of the Company contained in the Company's Registration Statement on Form 8-A filed on March 12, 2003, and all amendments or reports filed for the purpose of
updating such description.<br></td></tr>

 </table>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act"), after the filing of
this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference into this Registration Statement and the Prospectus and to be a part hereof and thereof from the date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by reference herein or in the Prospectus shall be deemed to be modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein
or therein 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 or the Prospectus.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This incorporation by reference shall not be deemed to specifically incorporate by reference the information relating to the audit committee report (as permitted under Item 306 of Regulation S-K)
or the board compensation committee report on executive compensation and performance graph (as permitted under Item 402(a)(8) of Regulation S-K) contained in any annual meeting proxy statement of the
Company. Nor shall this incorporation by reference be deemed to specifically incorporate by reference the information provided under Item 9 or Item 12 of any Current Report on Form 8-K filed by the
Company.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by
reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to Deborah C.
Jacks, The Rowe Companies, 2121 Gardner Street, Elliston, Virginia 24087, telephone number (540) 444-5032.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All information appearing in this Registration Statement and the Prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents
incorporated herein or therein by reference.</p>

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<p>Item 4.&nbsp;&nbsp;&nbsp;<u>Description of Securities</u>.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</p>

<p>Item 5.&nbsp;&nbsp;&nbsp;<u>Interests of Named Experts and Counsel</u>.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sidney J. Silver, whose professional corporation is a partner of Silver, Freedman & Taff, L.L.P. (the firm which has rendered the opinion filed as Exhibit 5 to this Registration Statement),
beneficially owns, as of the date hereof, 1,536,014 shares of the Company's common stock (44,175 of which are underlying currently exercisable stock options).</p>

<p>Item 6.&nbsp;&nbsp;&nbsp;<u>Indemnification of Directors and Officers</u>.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 78.7502 of the Nevada Revised Statutes authorizes a corporation's board of directors to grant indemnity under certain circumstances to directors and officers,
when made, or threatened to be made, parties to certain proceedings by reason of such status with the corporation, against judgments, fines, settlements and expenses, including attorneys' fees. In
addition, under certain circumstances such persons may be indemnified against expenses actually and reasonably incurred in defense of a proceeding by or on behalf of the corporation. Similarly, the
corporation, under certain circumstances, is authorized to indemnify directors and officers of other corporations or enterprises who are serving as such at the request of the corporation, when such
persons are made, or threatened to be made, parties to certain proceedings by reason of such status, against judgments, fines, settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and reasonably incurred in connection with the defense or settlement of a proceeding by or in the right of such other
corporation or enterprise. Indemnification is permitted where such person: (i)&nbsp;is not liable pursuant to Section 78.138 of the Nevada Revised Statutes or (ii) was acting in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless ordered by a court, indemnification may be made only following a determination that such indemnification is permissible because the person being indemnified has
met the requisite standard of conduct. Such determination may be made (i)&nbsp;by the stockholders; (ii) by the board of directors by a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (iii) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel
in a written opinion; or (iv) if a quorum of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company's bylaws provide for indemnification of directors and officers of the Company as permitted by Nevada law.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Nevada law also permits expenses incurred by directors and officers in defending a proceeding to be paid by the corporation in advance of the final disposition of such
proceeding upon the receipt of an undertaking by the director or officer to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the corporation against such
expenses.</p>

<p>Item 7.&nbsp;&nbsp;&nbsp;<u>Exemption from Registration Claimed</u>.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</p>

<p>Item 8.&nbsp;&nbsp;&nbsp;<u>Exhibits</u>.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See the Index to Exhibits to this Registration Statement.</p>

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<p>Item 9.&nbsp;&nbsp;&nbsp;<u>Undertakings</u>.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The undersigned Registrant hereby undertakes:</p>

<blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</p>

<blockquote>
<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the registration statement;</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the
registration statement;</p>

<p>provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 Exchange Act of 1934 that are incorporated by reference in the registration statement.</p>

</blockquote>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 <u>bona</u> <u>fide</u> offering thereof.</p>


<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</p>

</blockquote>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 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.</p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 of expenses incurred or paid by a director, officer or controlling person 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 Act and will be governed by the final
adjudication of such issue.</p>


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<center><strong><u>SIGNATURES</u></strong></center>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and the
Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, there unto duly authorized in the City of McLean, Commonwealth of Virginia, on September 5,
2003.</p>

<table width=100% align=center>
<tr><td width=45%></td>
<td width=5%></td>
<td width=50%><FONT SIZE="-1"><STRONG>THE ROWE COMPANIES</STRONG><br><br><br></td></tr>

<tr valign=top><td></td>
<td><FONT SIZE="-1">By:</td>
<td><font size=-1>/s/ Gene S. Morphis<hr noshade>Name:&nbsp;&nbsp;Gene S. Morphis
<br>Title:&nbsp;&nbsp;&nbsp;&nbsp;Chief Financial Officer
<br><br><br>
</td></tr></table>

<P></P>

<center><strong>POWER OF ATTORNEY</strong></center>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gene S. Morphis, his true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, 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 all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent
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 said attorney-in-fact and agent or his substitutes or substitute may lawfully do or cause to be done by virtue hereof.</p>


<center><strong><u>SIGNATURES</u></strong></center>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.</p>

<br><br>
<table width=100% align=center>
<tr valign=top><td width=50%><FONT SIZE="-1">/s/ Gerald M. Birnbach<hr noshade>
Gerald M. Birnbach<br>
Chairman of the Board, President and President
<br>(<EM>Principal Executive Officer</EM>)
<br><br><br></td><td width=15%><br><br><br></td>
<td width=35%><FONT SIZE="-1">Date:&nbsp;&nbsp;September 5, 2003<br><br><br></td></tr>

<tr valign=top><td><FONT SIZE="-1">/s/ Gene S. Morphis<hr noshade>
Gene S. Morphis
<br>Chief Financial Officer<br>
(<EM>Principal Financial and Accounting Officer</EM>)<br><br><br></td>
<td><br><br><br></td>
<td><FONT SIZE="-1">Date:&nbsp;&nbsp;September 5, 2003<br><br><br></td></tr>

<tr valign=top><td><FONT SIZE="-1">/s/ Richard E. Cheney<hr noshade>
Richard E. Cheney
<br>Director<br><br><br></td>
<td><br><br><br></td>
<td><FONT SIZE="-1">Date:&nbsp;&nbsp;September 5, 2003<br><br><br></td></tr>

<tr valign=top><td><FONT SIZE="-1">/s/ Harvey I. Ptashek<hr noshade>
Harvey I. Ptashek
<br>Director<br><br><br></td>
<td><br><br><br></td>
<td><font size=-1>Date:&nbsp;&nbsp;September 5, 2003<br><br><br><br></td></tr>

</table>

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<table width=100% align=center>
<tr valign=top><td width="50%"><FONT SIZE="-1">/s/ Charles T. Rosen<hr noshade>
Charles T. Rosen
<br>Director<br><br><br></td>
<td width="15%"><br><br><br></td>
<td width="35%"><FONT SIZE="-1">Date:&nbsp;&nbsp;September 5, 2003<br><br><br></td></tr>

<tr valign=top><td><FONT SIZE="-1">/s/ Keith J. Rowe<hr noshade>
Keith J. Rowe
<br>Director<br><br><br></td>
<td><br><br><br></td>
<td><FONT SIZE="-1">Date:&nbsp;&nbsp;September 5, 2003<br><br><br></td></tr>

<tr valign=top><td><FONT SIZE="-1">/s/ Sidney J. Silver<hr noshade>
Sidney J. Silver
<br>Director<br><br><br></td>
<td><br><br><br></td>
<td><FONT SIZE="-1">Date:&nbsp;&nbsp;September 5, 2003<br><br><br></td></tr>


<tr valign=top><td><FONT SIZE="-1">/s/ Allan Tofias<hr noshade>
Allan Tofias
<br>Director<br><br><br></td>
<td><br><br><br></td>
<td><FONT SIZE="-1">Date:&nbsp;&nbsp;September 5, 2003<br><br><br></td></tr>

<tr valign=top><td><FONT SIZE="-1">Gerald O. Woodlief<hr noshade>
Gerald O. Woodlief
<br>Director<br><br><br></td>
<td><br><br><br></td>
<td><FONT SIZE="-1">Date:&nbsp;&nbsp;September 5, 2003<br><br><br></td></tr>

</table>

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<center><strong><u>SIGNATURES</u></strong></center>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of McLean, Commonwealth of Virginia, on September 5, 2003.</p>




<table width=100% align=center>
<tr><td width=48%><FONT SIZE="-1">&nbsp;&nbsp;</td>
<td width=4%><br><br><br></td>
<td width=48%><FONT SIZE="-1"><strong>THE ROWE COMPANIES/ROWE FURNITURE<BR>DIVISION THRIFT PLAN<BR>Registrant<br><br><br></td></tr>

<tr valign=top>
<td><FONT SIZE="-1">Date:&nbsp;&nbsp;September 5, 2003<br><br><br></td>
<td><br><br><br></td>
<td><font size=-1>/s/ Gerald M. Birnbach<hr noshade>
Gerald M. Birnbach
<br>Plan Administrator<br><br><br></td>
</tr>

<tr valign=top>
<td><FONT SIZE="-1">Date:&nbsp;&nbsp;September 5, 2003<br><br><br></td>
<td><br><br><br></td>
<td><font size=-1>/s/ Gene S. Morphis<hr noshade>
Gene S. Morphis
<br>Plan Administrator<br><br><br></td>
</tr>

<tr valign=top>
<td><FONT SIZE="-1">Date:&nbsp;&nbsp;September 5, 2003<br><br><br></td>
<td><br><br><br></td>
<td><font size=-1>/s/ Timothy J. Fortune<hr noshade>
Timothy J. Fortune
<br>Plan Administrator<br><br><br></td>
</tr>

<tr valign=top>
<td><FONT SIZE="-1">Date:&nbsp;&nbsp;September 5, 2003<br><br><br></td>
<td><br><br><br></td>
<td><font size=-1>/s/ Garry W. Angle<hr noshade>
Garry W. Angle
<br>Plan Administrator<br><br><br></td>
</tr>

<tr valign=top>
<td><FONT SIZE="-1">Date:&nbsp;&nbsp;September 5, 2003<br><br><br></td>
<td><br><br><br></td>
<td><font size=-1>/s/ Lawrence A. Martinelli<hr noshade>
Lawrence A. Martinelli
<br>Plan Administrator<br><br><br></td>
</tr>

<tr valign=top>
<td><FONT SIZE="-1">Date:&nbsp;&nbsp;September 5, 2003<br><br><br></td>
<td><br><br><br></td>
<td><font size=-1>/s/ Deborah C. Jacks<hr noshade>
Deborah C. Jacks
<br>Plan Administrator<br><br><br></td>
</tr>

</table>

<br><br><br><br>
<center></center><a href="#II-7">NEXT PAGE</a><br><br><br><br><br><br>

<a name="II-7"></a>


<center><strong>INDEX TO EXHIBITS</strong></center>

<br><br>
<table width="100%">
<tr valign="top">
<td align="CENTER"><font size="-1"><strong>Exhibit
<br><u>Number</u></strong></td>
<td align="CENTER"><br><font size="-1">
<strong><u>Description</u></strong><br><br></td>
</tr>

<tr valign="TOP">
<td align="CENTER"><font size="-1">4.1</td>
<td><font size="-1">Articles of Incorporation of the Company, as amended (filed as an exhibit to the Company's Registration Statement on Form S-8 filed on September 5, 2003 (File No. 333-108542) and incorporated herein
by reference).<br><br></td>
</tr>

<tr valign="TOP">
<td align="CENTER"><font size="-1">4.2</td>
<td><font size="-1">Bylaws of the Company, as amended (filed as an exhibit to the Company's Registration Statement on Form S-8 filed on September 5, 2003 (File No. 333-108542) and incorporated herein by
reference).<br><br></td>
</tr>

<tr valign="TOP">
<td align="CENTER"><font size="-1">5</td>
<td><font size="-1">Opinion of Silver, Freedman & Taff, L.L.P.<br><br></td>
</tr>

<tr valign="TOP">
<td align="CENTER"><font size="-1">23.1</td>
<td><font size="-1">Consent of Silver, Freedman & Taff, L.L.P. (contained in Exhibit 5)<br><br></td>
</tr>

<tr valign="TOP">
<td align="CENTER"><font size="-1">23.2</td>
<td><font size="-1">Consent of BDO Seidman, LLP<br><br></td>
</tr>

<tr valign="TOP">
<td align="CENTER"><font size="-1">24</td>
<td><font size="-1">Power of Attorney (contained on signature page)<br></td>
</tr>
</table>

<p>_________________________</p>


<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant hereby undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.</p>



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{"company-data": {"conformed-name": "ROWE COMPANIES", "cik": "0000085417", "assigned-sic": "2510", "irs-number": "540458563", "state-of-incorporation": "NV", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108555", "film-number": "03884323"}, "business-address": {"street1": "1650 TYSONS BLVD", "street2": "SUITE 710", "city": "MCLEAN", "state": "VA", "zip": "22102", "phone": "7038478670"}, "mail-address": {"street1": "239 ROWAN STREET", "city": "SALEM", "state": "VA", "zip": "24152"}, "former-company": {"former-conformed-name": "ROWE FURNITURE CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on September 5, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE ROWE COMPANIES
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation
or organization)
54-0458563
(I.R.S. Employer Identification No.)
1650 Tysons Blvd., Suite 710, McLean, Virginia
(Address of principal executive offices)
22102
(Zip Code)
THE ROWE COMPANIES/ROWE FURNITURE DIVISION
THRIFT PLAN
(Full title of the plan)
Dave M. Muchnikoff, P.C.
Craig M. Scheer, P.C.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1700 Wisconsin Avenue, NW
Washington, D.C. 20007
(Name and address of agent for service)
(202) 295-4500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be
registered
Amount to be
registered
Proposed
maximum
offering price
per share
Proposed
maximum
aggregate
offering  price
(2)
Amount of
registration fee
(2)
Common Stock, par value
$1.00 per share
400,000 shares
$1.80
(1)
$720,000
(1)
$59
(1)
Interests in Plan
N/A
N/A
(2)
N/A
N/A
(1)
Estimated in accordance with Rule 457(h), calculated on the basis of $1.80 per share, which was the average of the high and low sale prices per share of the
common stock on the American Stock Exchange on September 4, 2003.
(2)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein. In accordance with Rule 457(h)(2), no separate fee calculation is made for plan interests.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in The Rowe Companies/Rowe Furniture Division Thrift Plan (the
"Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Certain Documents by Reference
.
The following documents previously filed with the Commission (File No. 001-10226) are hereby incorporated by reference in this Registration Statement and the prospectus to which this Registration
Statement relates (the "Prospectus"):
(a)
the Annual Report on Form 10-K of The Rowe Companies, a Nevada corporation (the "Company"), for the fiscal year ended December 1, 2002;
(b)
the Plan's Annual Report on Form 11-K for the plan year ended November 30, 2002;
(c)
the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 2, 2003 and June 1, 2003;
(d)
the Company's Current Reports on Form 8-K filed on April 10, 2003, April 17, 2003 and June 27, 2003; and
(e)
the description of the Common Stock of the Company contained in the Company's Registration Statement on Form 8-A filed on March 12, 2003, and all amendments or reports filed for the purpose of
updating such description.
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act"), after the filing of
this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference into this Registration Statement and the Prospectus and to be a part hereof and thereof from the date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by reference herein or in the Prospectus shall be deemed to be modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein
or therein 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 or the Prospectus.
This incorporation by reference shall not be deemed to specifically incorporate by reference the information relating to the audit committee report (as permitted under Item 306 of Regulation S-K)
or the board compensation committee report on executive compensation and performance graph (as permitted under Item 402(a)(8) of Regulation S-K) contained in any annual meeting proxy statement of the
Company. Nor shall this incorporation by reference be deemed to specifically incorporate by reference the information provided under Item 9 or Item 12 of any Current Report on Form 8-K filed by the
Company.
The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by
reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to Deborah C.
Jacks, The Rowe Companies, 2121 Gardner Street, Elliston, Virginia 24087, telephone number (540) 444-5032.
All information appearing in this Registration Statement and the Prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents
incorporated herein or therein by reference.
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Item 4.
Description of Securities
.
Not Applicable.
Item 5.
Interests of Named Experts and Counsel
.
Sidney J. Silver, whose professional corporation is a partner of Silver, Freedman & Taff, L.L.P. (the firm which has rendered the opinion filed as Exhibit 5 to this Registration Statement),
beneficially owns, as of the date hereof, 1,536,014 shares of the Company's common stock (44,175 of which are underlying currently exercisable stock options).
Item 6.
Indemnification of Directors and Officers
.
Section 78.7502 of the Nevada Revised Statutes authorizes a corporation's board of directors to grant indemnity under certain circumstances to directors and officers,
when made, or threatened to be made, parties to certain proceedings by reason of such status with the corporation, against judgments, fines, settlements and expenses, including attorneys' fees. In
addition, under certain circumstances such persons may be indemnified against expenses actually and reasonably incurred in defense of a proceeding by or on behalf of the corporation. Similarly, the
corporation, under certain circumstances, is authorized to indemnify directors and officers of other corporations or enterprises who are serving as such at the request of the corporation, when such
persons are made, or threatened to be made, parties to certain proceedings by reason of such status, against judgments, fines, settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and reasonably incurred in connection with the defense or settlement of a proceeding by or in the right of such other
corporation or enterprise. Indemnification is permitted where such person: (i) is not liable pursuant to Section 78.138 of the Nevada Revised Statutes or (ii) was acting in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Unless ordered by a court, indemnification may be made only following a determination that such indemnification is permissible because the person being indemnified has
met the requisite standard of conduct. Such determination may be made (i) by the stockholders; (ii) by the board of directors by a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (iii) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel
in a written opinion; or (iv) if a quorum of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
The Company's bylaws provide for indemnification of directors and officers of the Company as permitted by Nevada law.
Nevada law also permits expenses incurred by directors and officers in defending a proceeding to be paid by the corporation in advance of the final disposition of such
proceeding upon the receipt of an undertaking by the director or officer to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the corporation against such
expenses.
Item 7.
Exemption from Registration Claimed
.
Not applicable.
Item 8.
Exhibits
.
See the Index to Exhibits to this Registration Statement.
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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 the registration statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent 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 previously disclosed in the registration statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 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 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.
(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 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 of expenses incurred or paid by a director, officer or controlling person 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 Act and will be governed by the final
adjudication of such issue.
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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 the requirements for filing on Form S-8 and the
Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, there unto duly authorized in the City of McLean, Commonwealth of Virginia, on September 5,
2003.
THE ROWE COMPANIES
By:
/s/ Gene S. Morphis
Name:  Gene S. Morphis
Title:    Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gene S. Morphis, his true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, 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 all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent
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 said attorney-in-fact and agent or his substitutes or substitute may lawfully do or cause to be done by virtue hereof.
SIGNATURES
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.
/s/ Gerald M. Birnbach
Gerald M. Birnbach
Chairman of the Board, President and President
(
Principal Executive Officer
)
Date:  September 5, 2003
/s/ Gene S. Morphis
Gene S. Morphis
Chief Financial Officer
(
Principal Financial and Accounting Officer
)
Date:  September 5, 2003
/s/ Richard E. Cheney
Richard E. Cheney
Director
Date:  September 5, 2003
/s/ Harvey I. Ptashek
Harvey I. Ptashek
Director
Date:  September 5, 2003
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/s/ Charles T. Rosen
Charles T. Rosen
Director
Date:  September 5, 2003
/s/ Keith J. Rowe
Keith J. Rowe
Director
Date:  September 5, 2003
/s/ Sidney J. Silver
Sidney J. Silver
Director
Date:  September 5, 2003
/s/ Allan Tofias
Allan Tofias
Director
Date:  September 5, 2003
Gerald O. Woodlief
Gerald O. Woodlief
Director
Date:  September 5, 2003
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of McLean, Commonwealth of Virginia, on September 5, 2003.
THE ROWE COMPANIES/ROWE FURNITURE
DIVISION THRIFT PLAN
Registrant
Date:  September 5, 2003
/s/ Gerald M. Birnbach
Gerald M. Birnbach
Plan Administrator
Date:  September 5, 2003
/s/ Gene S. Morphis
Gene S. Morphis
Plan Administrator
Date:  September 5, 2003
/s/ Timothy J. Fortune
Timothy J. Fortune
Plan Administrator
Date:  September 5, 2003
/s/ Garry W. Angle
Garry W. Angle
Plan Administrator
Date:  September 5, 2003
/s/ Lawrence A. Martinelli
Lawrence A. Martinelli
Plan Administrator
Date:  September 5, 2003
/s/ Deborah C. Jacks
Deborah C. Jacks
Plan Administrator
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INDEX TO EXHIBITS
Exhibit
Number
Description
4.1
Articles of Incorporation of the Company, as amended (filed as an exhibit to the Company's Registration Statement on Form S-8 filed on September 5, 2003 (File No. 333-108542) and incorporated herein
by reference).
4.2
Bylaws of the Company, as amended (filed as an exhibit to the Company's Registration Statement on Form S-8 filed on September 5, 2003 (File No. 333-108542) and incorporated herein by
reference).
5
Opinion of Silver, Freedman & Taff, L.L.P.
23.1
Consent of Silver, Freedman & Taff, L.L.P. (contained in Exhibit 5)
23.2
Consent of BDO Seidman, LLP
24
Power of Attorney (contained on signature page)
_________________________
The Registrant hereby undertakes that it will submit or has submitted the Plan and any amendment thereto to the Internal Revenue Service (the "IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended.