SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                            ___________________

                                 FORM S-8

                          REGISTRATION STATEMENT 
                     UNDER THE SECURITIES ACT OF 1933
                            ___________________

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

             MICHIGAN                                 38-0751137
   (State or Other Jurisdiction of                 (I.R.S. Employer
          Incorporation)                          Identification No.)

                          1284 N. TELEGRAPH ROAD
                             MONROE, MICHIGAN
                                48162-3390
       (Address of Principal Executive Offices, Including Zip Code)
                            ___________________

              LA-Z-BOY INCORPORATED 1997 RESTRICTED SHARE PLAN
                         (Full Title of the Plan)
                            ___________________

                             Mr. Gene M. Hardy
                          Secretary and Treasurer
                           La-Z-Boy Incorporated
                          1284 N. Telegraph Road
                       Monroe, Michigan  48162-3390
                              (313) 242-1444
(Name, Address, and Telephone Number, Including Area Code, of Agent for 
Service)

                      CALCULATION OF REGISTRATION FEE

============================================================================
                                   Proposed     Proposed
                                    Maximum      Maximum
    Title of          Amount       Offering     Aggregate      Amount of
 Securities to         to be       Price Per    Offering     Registration
be Registered(1)    Registered(1)   Share(1)      Price          Fee
----------------   --------------  ---------   ----------    ------------

Common Stock,          250,000      $34.5938   $8,648,438      $2,620.74
$1.00 par value        Shares

============================================================================
(1) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the offer-
ing price is based upon the average high and low sales prices of the Common 
Stock on the New York Stock Exchange on August 19, 1997.

<PAGE>
                                PART II

                INFORMATION REQUIRED IN THE REGISTRATION
                               STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents listed in (a), (b) and (c) below are incorporated in this 
Registration Statement by reference.  All documents subsequently filed by 
the Registrant pursuant to Section 13(a), 14, or 15(d) of the Securities 
Exchange Act of 1934 (the "Exchange Act"), 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 part hereof from the date of filing such documents.

          (a)  The Registrant's Annual  Report on Form 10-K for its fiscal 
       year ended April 26, 1997.

          (b)  The Registrant's Form 10-Q for the quarter ended July 26, 
       1997. 

          (c)  The description of the Registrant's common stock, $1.00 par 
       value (the "Common Stock"), included in the  Registrant's Form 8-A  
       Registration Statement dated August 5, 1987.

     
Item 4.  Description of Securities.

Not applicable.


Item 5.  Interests of Named Experts and Counsel.

Not applicable.


Item 6.  Indemnification of Directors and Officers.

The Michigan Business Corporation Act, as amended (the "MBCA"), provides 
that a Michigan corporation, such as the Registrant, may indemnify any 
person who was or is a party or is threatened to be made a party to a 
threatened, pending or completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative and whether formal or informal (a 
"Proceeding"), other than a Proceeding by or in the right of the 
corporation, by reason of the fact that he or she is or was a director, 
officer, employee or agent of the corporation, or is or was serving at the 
request of the corporation as a director, officer, partner, trustee, 
employee or agent of another corporation, partnership, joint venture, trust, 
or other enterprise (including any employee benefit plan) against expenses 
(including attorney fees) and judgments, penalties, fines and amounts paid 
in settlement actually and reasonably incurred by him or her in connection 
with the Proceeding, if the person acted in good faith and in a manner he or 
she reasonably believed to be in or not opposed to the best interests of the 
corporation or its shareholders, and with respect to a criminal action or 
proceeding, if the person had no reasonable cause to believe his or her 
conduct was unlawful.  The MBCA also provides that a Michigan corporation 
may indemnify any person who is or was a party or is threatened to be made a 
party to any Proceeding by or in the right of the corporation by reason of 
that fact that he or she is or was a director, officer, employee or agent of 
the corporation (or, is or was serving at the request of the corporation, in 
one of the other capacities described above) against expenses (including 
attorney's fees) and amounts paid in settlement actually and reasonably 
incurred by the person in connection with the Proceeding, if the person 
acted in good faith and in a manner the person reasonably believed to be in 
or not opposed to the best interests of the corporation or its shareholders, 
except that no indemnification may be made for a claim, issue, or matter in 
which the person has been found liable to the corporation except for any 
indemnification against expenses that may be ordered by the court.

Under the MBCA, any indemnification described above, unless ordered by a 
court, may be made only as authorized in the specific case upon a 
determination (made in one of the ways described in Section 564a(1) of the 
MBCA) that indemnification of the pertinent party is proper because he or 
she has met the applicable standard of conduct and upon an evaluation of the 
reasonableness of expenses and amounts paid in settlement.  Section 564b of 
the MBCA permits a corporation to pay or reimburse the reasonable expenses 
incurred by a director, officer, employee or agent in advance of final 
disposition of a Proceeding, only if the person furnishes the corporation 
with a written affirmation of his or her good faith belief that he or she 
has met the applicable standard of conduct for indemnification and a written 
undertaking to repay the advance if it ultimately is determined that he or 
she did not meet the standard and only if a determination is made (in one of 
the ways described in Section 564a(1)) that the facts then known to those 
making the determination would not preclude indemnification under the MBCA.  
Section 565 of the MBCA further provides that the above-described provisions 
concerning indemnification and advancement of expenses are not exclusive of 
other rights to which a person seeking indemnification or advancement of 
expenses may be entitled under a corporation's articles of incorporation, 
its bylaws or a contractual arrangement.

Section 2 of Article XI of the Registrant's Restated Articles of 
Incorporation (the "Articles of Incorporation") provides for mandatory 
indemnification of directors and officers and permits indemnification of 
other parties, as follows:

"Section 2.  Indemnification.  The Corporation shall indemnify any of its 
directors and officers and may indemnify any of its employees and agents (in 
each case including such person's heirs, executors, administrators and legal 
representatives) who are made or threatened to be made a party to an action, 
suit or proceeding (whether civil, criminal, administrative or 
investigative) by reason of the fact that such person is or was a director, 
officer, employee or agent of the Corporation or serves or served at the 
request of the Corporation as a director, officer, partner, trustee, 
employee or agent of another foreign or domestic corporation, partnership, 
joint venture, trust or other enterprise, whether for profit or not, to the 
fullest extent authorized or permitted under the [Michigan Business 
Corporation] Act or other applicable law, as the same presently exist or may 
hereafter be amended, but in the case of any such amendment, only to the 
extent that such amendment permits the Corporation to provide broader 
indemnification rights than authorized or permitted before such amendment.  
Without limiting the generality of the foregoing, the following provisions, 
except to the extent they limit the indemnity which may be provided pursuant 
to the foregoing, shall apply:

2.1 -- Indemnification of Directors and Officers:  Claims by Third Parties.  
The Corporation shall to the fullest extent authorized or permitted by the 
Act or other applicable law, as the same presently exist or may hereafter be 
amended, but, in the case of any such amendment, only to the extent such 
amendment permits the Corporation to provide broader indemnification rights 
than before such amendment, indemnify a director or officer (the 
"Indemnitee") who was or is a party or is threatened to be made a party to a 
threatened, pending, or completed action, suit, or proceeding, whether 
civil, criminal, administrative, or investigative and whether formal or 
informal, other than an action by or in the right of the Corporation, by 
reason of the fact that he or she is or was a director, officer, employee or 
agent of the Corporation, or is or was serving at the request of the 
Corporation as a director, officer, partner, trustee, employee, or agent of 
another foreign or domestic corporation,  partnership, joint venture, trust, 
or other enterprise, whether for profit or not, against expenses, including 
attorneys' fees, judgments, penalties, fines, and amounts paid in settlement 
actually and reasonably incurred by him or her in connection with the 
action, suit or proceeding, if the Indemnitee acted in good faith and in a 
manner he or she reasonably believed to be in or not opposed to the best 
interests of the Corporation or its shareholders, and with respect to a 
criminal action or proceeding, if the Indemnitee had no reasonable cause to 
believe his or her conduct was unlawful.  The termination of an action, suit 
or proceeding by judgment, order, settlement, conviction, or upon a plea of 
nolo contendere or its equivalent, does not, of itself, create a presumption 
that the Indemnitee did not act in good faith and in a manner which he or 
she reasonably believed to be in or not opposed to the best interests of the 
Corporation or its shareholders, and, with respect to a criminal action or 
proceeding, has reasonable cause to believe that his or her conduct was 
unlawful.

2.2 -- Indemnification of Directors and Officers:  Claims Brought By or In 
the Right of the Corporation.  The Corporation shall, to the fullest extent 
authorized or permitted by the Act or other applicable law, as the same 
presently exist or may hereafter be amended, but, in the case of any such 
amendment, only to the extent such amendment permits the Corporation to 
provide broader indemnification right than before such amendment, indemnify 
a director or officer (the "Indemnitee") who was or is a party to or is 
threatened to be made a party to a threatened, pending, or completed action 
or suit by or in the right of the Corporation to procure a judgment in its 
favor by reason of the fact that he or she is or was a director, officer, 
employee or agent of the Corporation, or is or was serving at the request of 
the Corporation as a director, officer, partner, trustee, employee, or agent 
of another foreign or domestic corporation, partnership, joint venture, 
trust, or other enterprise, whether for profit or not, against expenses, 
including actual and reasonable attorneys' fees, and amounts paid in 
settlement incurred by the Indemnitee in connection with the action or suit, 
if the Indemnitee acted in good faith and in a manner the Indemnitee 
reasonably believed to be in or not opposed to the best interests of the 
Corporation or its shareholders.  However, indemnification shall not be made 
under this subsection 2.2 for a claim, issue, or matter in which the 
Indemnitee has been found liable to the Corporation unless and only to the 
extent that the court in which the action or suit was brought has determined 
upon application that, despite the adjudication of liability but in view of 
all circumstances of the case, the Indemnitee is fairly and reasonably 
entitled to indemnification for the expenses which the court considers 
proper.

2.3 -- Actions Brought by the Indemnitee.  Notwithstanding the provisions of 
subsections 2.1 and 2.2, the Corporation shall not be required to indemnify 
an Indemnitee in connection with an action, suit, proceeding or claim (or 
part thereof) brought or made by such Indemnitee, unless such action, suit, 
proceeding or claim (or part thereof):  (i) was authorized by the Board of 
Directors of the Corporation; or (ii) was brought or made to enforce this 
Section 2 and the Indemnitee has been successful in such action, suit, 
proceeding or claim (or part thereof).

2.4 -- Approval of Indemnification.  An indemnification under subsections 
2.1 or 2.2 hereof, unless ordered by a court, shall be made by the 
Corporation only as authorized in the specific case upon a determination 
that indemnification of the Indemnitee is proper in the circumstances 
because such Indemnitee has met the applicable standard of conduct set forth 
in subsections 2.1 or 2.2 as the case may be.  This determination shall be 
made in any of the following ways:

     (a)  By a majority vote of a quorum of the Board consisting of 
directors who were not parties to the action, suit, or proceeding.

     (b)  If the quorum described in subdivision (a) is not obtainable, then 
by a majority vote of a committee of directors who are not parties to the 
action.  The committee shall consist of not less than three (3) 
disinterested directors.

     (c)  By independent legal counsel in a written opinion. 

     (d)  By the shareholders.  

2.5 -- Advancement of Expenses.  Expenses incurred in defending a civil or 
criminal action, suit, or proceeding described in subsections 2.1 or 2.2 
above shall be paid by the Corporation in advance of the final disposition 
of the action, suit, or proceeding upon receipt of an undertaking by or on 
behalf of the Indemnitee to repay the expenses if it is ultimately 
determined that the Indemnitee is not entitled to be indemnified by the 
Corporation.  The undertaking shall be by unlimited general obligation of 
the person on whose behalf advances are made but need not be secured.

2.6 -- Partial Indemnification.  If an Indemnitee is entitled to 
indemnification under subsections 2.1 or 2.2 for a portion of expenses 
including attorneys' fees, judgments, penalties, fines, and amounts paid in 
settlement, but not for the total amount thereof, the Corporation shall 
indemnify the Indemnitee for the portion of the expenses, judgments, 
penalties, fines, or amounts paid in settlement for which the Indemnitee is 
entitled to be indemnified.

2.7 -- Indemnification of Employees and Agents.  Any person who is not 
covered by the foregoing provisions of this Section 2 and who is or was an 
employee or agent of the Corporation, or is or was serving at the request of 
the Corporation as a director, officer, partner, trustee, employee or agent 
of another foreign or domestic corporation, partnership, joint venture, 
trust or other enterprise, whether for profit or not, may be indemnified to 
the fullest extent authorized or permitted by the Act or other applicable 
law, as the same exist or may hereafter be amended, but, in the case of any 
such amendment, only to the extent such amendment permits the Corporation to 
provide broader indemnification rights than before such amendment, but in 
any event only to the extent authorized at any time or from time to time by 
the Board of Directors.

2.8 -- Other Rights of Indemnification.  The indemnification or advancement 
of expenses provided under subsections 2.1 through 2.7 is not exclusive of 
other rights to which a person seeking indemnification or advancement of 
expenses may be entitled under the Articles of Incorporation or Bylaws, or 
an agreement.  However, the total amount of expenses advanced or indemnified 
from all sources combined shall not exceed the amount of actual expenses 
incurred by the person seeking indemnification or advancement of expenses.  
The indemnification provided for in subsections 2.1 through 2.7 continues as 
to a person who ceases to be a director, officer, employee, or agent and 
shall inure to the benefit of the heirs, executors, and administrators of 
the person.

2.9 -- Definitions.  "Other enterprise" shall include employee benefit 
plans; "fines" shall include any excise taxes assessed on a person with 
respect to an employee benefit plan; and "serving at the request of the 
Corporation" shall include any service as a director, officer, employee, or 
agent of the Corporation which imposes duties on, or involves services by, 
the director, officer, employee or agent with respect to an employee benefit 
plan, its participants or beneficiaries; and a person who acted in good 
faith and in a manner he or she reasonably believed to be in the interest of 
the participants and beneficiaries of an employee benefit plan shall be 
considered to have acted in a manner "not opposed to the best interests of 
the Corporation or its shareholders" as referred to in subsections 2.1 and 
2.2

2.10 -- Liability Insurance.  The Corporation shall have the power to 
purchase and maintain insurance on behalf of any person who is or was a 
director, officer, employee or agent of the Corporation or is or was serving 
at the request of the Corporation as a director, officer, partner, trustee, 
employee or agent of another corporation, partnership, joint venture, trust, 
or other enterprise, whether for profit or not, against any liability 
asserted against and incurred by such person in any such capacity or arising 
out of such person's status as such, regardless of whether or not the 
Corporation would have the power to indemnify such person against such 
liability under the pertinent provisions of the Act.

2.11 -- Enforcement.  If a claim under this Section 2 is not paid in full by 
the Corporation within thirty days after a written claim has been received 
by the Corporation, the claimant may at any time thereafter bring suit 
against the Corporation to recover the unpaid amount of the claim, and, if 
successful in whole or in part, the claimant shall be entitled to be paid 
also the expense of prosecuting such claim.  It shall be a defense to any 
such action (other than an action brought to enforce a claim for expenses 
incurred in defending any proceeding in advance of its final disposition 
where the required undertaking, if any is required, has been tendered to the 
Corporation) that the claimant has not met the standards of conduct which 
makes it permissible under the Act for the Corporation to indemnify the 
claimant for the amount claimed, but the burden of providing such defense 
shall be on the Corporation.  Neither the failure of the Corporation 
(including the Board of Directors, a committee thereof, independent legal 
counsel, or its shareholders) to have made a determination prior to the 
commencement of such action that indemnification of the claimant is proper 
in the circumstances because such claimant has met the applicable standard 
of conduct set forth in the Act nor an actual determination by the 
Corporation (including its Board of Directors, a committee thereof, 
independent legal counsel or its shareholders) that the claimant has not met 
such applicable standard of conduct, shall be a defense to the action or 
create a presumption that the claimant has not met the applicable standard 
of conduct.

2.12 -- Contract with the Corporation. The right to indemnification 
conferred in this Section 2 shall be deemed to be a contract right between 
the Corporation and each director or officer who serves in any such capacity 
at any time while this Section 2 is in effect and any repeal or modification 
of this Section 2 shall not affect any rights or obligations then existing 
with respect to any state of facts then or theretofore existing or any 
action, suit, proceeding theretofore or thereafter brought or threatened 
based in whole or in part upon any such state of facts.

2.13 -- Application to a Resulting or Surviving Corporation or Constituent 
Corporation.  The definition for "corporation" found in Section 569 of the 
Act, as the same exists or may hereafter be amended is, and shall be, 
specifically excluded from application to this Section 2.  The 
indemnification and other obligations set forth in this Section 2 of the 
Corporation shall be binding upon any resulting or surviving corporation 
after any merger or consolidation with the Corporation.  Notwithstanding 
anything to the contrary contained herein or in Section 569 of the Act, no 
person shall be entitled to the indemnification and other rights set forth 
in this Section 2 for acting as a director or officer of another corporation 
prior to such other corporation entering into a merger or consolidation with 
the Corporation.

2.14 -- Severability.  Each and every paragraph, sentence, term and 
provision of this Section 2 shall be considered severable in that, in the 
event that a court finds any paragraph, sentence, term or provision to be 
invalid or unenforceable, the validity and enforceability, operation, or 
effect of the remaining paragraphs, sentences, terms or provisions shall not 
be affected, and this Section 2 shall be construed in all respects as if 
such invalid or unenforceable matter had been omitted."

Section 209(c) of the MBCA provides that the articles of incorporation of a 
Michigan business corporation may contain a provision providing that a 
director of the corporation is not personally liable to the corporation or 
its shareholders for monetary damages for a breach of the director's 
fiduciary duty, except that such a provision may not eliminate or limit the 
liability of a director for (i) any breach of the director's duty of loyalty 
to the corporation or its shareholders; (ii) acts or omissions not in good 
faith or which involve intentional misconduct or knowing violation of law; 
(iii) a violation of Section 551(1) of the MBCA (relating to unauthorized 
dividends or distributions to shareholders and unauthorized loans); or (iv) 
any transaction from which the director derived an improper personal 
benefit.  Registrant's Articles of Incorporation include such a provision, 
as well as the above-quoted provisions of Section 2, Article XI.  

The Registrant also has entered into indemnification agreements with its 
directors and officers under which the Company is required to maintain 
directors' and officers' liability insurance for their benefit or a 
substitute for such insurance to the extent reasonably available, or to 
indemnify them to the full extent of the insurance coverage which otherwise 
would be provided to them.  These agreements contemplate indemnification 
broader than that expressly provided for in the MBCA, in that they 
contemplate, when certain conditions are met, indemnification against 
judgments and fines (as well as settlement costs) incurred in proceedings 
brought by or in the right of the Company.

Insurance is maintained on a regular basis (and not specifically in 
connection with this offering) against liabilities arising on the part of 
directors and officers out of their performance in such capacities or 
arising on the part of the Registrant out of the foregoing indemnification 
provisions, subject to certain exclusions and to the policy limits.


Item 7.  Exemption from Registration Claimed.
     
Not applicable.

Item 8.  Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated herein 
by reference.


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 (the "Securities Act");

      (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 thereof) which, individually or 
             in the aggregate, represent a fundamental change in the 
             information set forth in this Registration Statement; and

     (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 (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 15(d) of the Exchange Act that are incorporated by 
reference in the Registration Statement.

   (2) That, for the purpose of determining any liability under the 
       Securities Act, 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, each filing of the 
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) 
     of the Exchange Act 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)  Insofar as indemnification for liabilities arising under the Securities 
     Act 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 Commission such 
     indemnification is against public policy as expressed in the Securities 
     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 jurisdiction the question whether such indemnification by 
     it is against public policy as expressed in the Securities 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 on Form S-8 to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Monroe, State of Michigan, on 
August 22, 1997.


                                  LA-Z-BOY INCORPORATED


                                      /s/C.T. Knabusch
                                  BY  --------------------------
                                      C.T. Knabusch
                                      Chairman of the Board, President
                                      and Chief Executive Officer





Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement and power of attorney have been signed by the 
following persons in the capacities and on the dates indicated.  

By so signing, each of the undersigned, in his capacity as a director or 
officer, or both, as the case may be, of the Registrant, does hereby appoint 
Charles T. Knabusch, Frederick H. Jackson and Gene M. Hardy and each of them 
severally, his true and lawful attorney to execute in his or her name, place 
and stead, in his capacity as a director or officer, or both, as the case 
may be, of the Registrant, any and all amendments to this Registration 
Statement and post-effective amendments thereto and all instruments 
necessary or incidental in connection therewith, and to file the same with 
the Securities and Exchange Commission.  Each of said attorneys shall have 
full power and authority to do and perform in the name and on behalf of each 
of the undersigned, in any and all capacities, every act whatsoever 
requisite or necessary to be done in the premises as fully, and for all 
intents and purposes, as each of the undersigned might or could do in 
person, the undersigned hereby ratifying and approving the acts of said 
attorneys and each of them.


                                  /s/C.T. Knabusch
    Date:  August 15, 1997        --------------------------
                                  C.T. Knabusch             
                                  Chairman of the Board, President  
                                  and Chief Executive Officer



                                    S-1

<PAGE>



                                  /s/E.J. Shoemaker 
    Date:  August 15, 1997        --------------------------
                                  E.J. Shoemaker               
                                  Executive Vice President of      
                                  Engineering, Director and Vice   
                                  Chairman of the Board



                                  /s/G.M. Hardy
    Date:  August 15, 1997        --------------------------
                                  G.M. Hardy                         
                                  Secretary and Treasurer, Principal  
                                  Accounting Officer and Director



                                  /s/F.H. Jackson
    Date:  August 15, 1997        --------------------------
                                  F.H. Jackson                   
                                  Vice President of Finance, Principal  
                                  Financial Officer and Director



    Date:  August 15, 1997        --------------------------
                                  P.H. Norton                  
                                  Senior Vice President Sales and  
                                  Marketing and Director



    Date:  August 15, 1997        --------------------------
                                  L.G. Stevens              
                                  Director



                                  /s/J.F. Weaver
    Date:  August 15, 1997        --------------------------
                                  J.F Weaver            
                                  Director



                                  /s/D.K. Hehl
    Date:  August 15, 1997        --------------------------
                                  D.K. Hehl                         
                                  Director



                                  /s/R.E. Lipford
    Date:  August 15, 1997        --------------------------
                                  R.E. Lipford              
                                  Director





                                    S-2

<PAGE>



    Date:  August 15, 1997        --------------------------
                                  H.G. Levy                 
                                  Director



    Date:  August 15, 1997        --------------------------
                                  J.W. Johnston              
                                  Director







                                    S-3

<PAGE>

                               EXHIBIT INDEX



Exhibit No.                    Description
----------                     -----------

                     Exhibits Incorporated by Reference
                     ----------------------------------


(4)(a)(i)       --    Restated Articles of Incorporation (filed as an 
                      exhibit to Form 10-Q for its quarter ended October 26, 
                      1996 (Commission File No. 1-9656)).


(4)(a)(ii)      --    Bylaws of Registrant, as currently in effect (filed as 
                      an exhibit to the Registrant's Form 10-Q for its 
                      quarter ended October 26, 1996 (Com mission File No. 
                      1-9656)).


(4)(c)         --     Form of certificate of Common Stock, $1.00 par value 
                      (filed as an exhibit to the Registrant's Annual Report 
                      on Form 10-K for its fiscal year ended April 26, 1997 
                      (Commission File No. 1-9656)).


(4)(D)         --     La-Z-Boy Incorporated 1997 Restricted Share Plan 
                      (filed as Exhibit B to the Registrant's proxy 
                      statement dated June 26, 1997 (Commission File No. 1-
                      9656)).



                     Exhibits Filed Herewith
                     -----------------------

(5)            --     Opinion and consent of Miller, Canfield, Paddock and 
                      Stone, P.L.C.

(23)(a)        --     Consent of Miller, Canfield, Paddock and Stone, P.L.C. 
                      (contained in Exhibit (5)).


(23)(b)        --     Consent of Price Waterhouse LLP.


(24)           --     Powers of attorney (contained in the signature pages 
                      hereto).

<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549
                            ___________________

                                 FORM S-8

                          REGISTRATION STATEMENT 
                     UNDER THE SECURITIES ACT OF 1933
                            ___________________

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

             MICHIGAN                                 38-0751137
   (State or Other Jurisdiction of                 (I.R.S. Employer
          Incorporation)                          Identification No.)

                          1284 N. TELEGRAPH ROAD
                             MONROE, MICHIGAN
                                48162-3390
       (Address of Principal Executive Offices, Including Zip Code)
                            ___________________

              LA-Z-BOY INCORPORATED 1997 RESTRICTED SHARE PLAN
                         (Full Title of the Plan)
                            ___________________

                             Mr. Gene M. Hardy
                          Secretary and Treasurer
                           La-Z-Boy Incorporated
                          1284 N. Telegraph Road
                       Monroe, Michigan  48162-3390
                              (313) 242-1444
(Name, Address, and Telephone Number, Including Area Code, of Agent for 
Service)

                      CALCULATION OF REGISTRATION FEE

============================================================================
                                   Proposed     Proposed
                                    Maximum      Maximum
    Title of          Amount       Offering     Aggregate      Amount of
 Securities to         to be       Price Per    Offering     Registration
be Registered(1)    Registered(1)   Share(1)      Price          Fee
----------------   --------------  ---------   ----------    ------------

Common Stock,          250,000      $34.5938   $8,648,438      $2,620.74
$1.00 par value        Shares

============================================================================
(1) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the offer-
ing price is based upon the average high and low sales prices of the Common 
Stock on the New York Stock Exchange on August 19, 1997.
PART II

                INFORMATION REQUIRED IN THE REGISTRATION
                               STATEMENT

Item 3.  Incorporation of Documents by Reference.

The documents listed in (a), (b) and (c) below are incorporated in this 
Registration Statement by reference.  All documents subsequently filed by 
the Registrant pursuant to Section 13(a), 14, or 15(d) of the Securities 
Exchange Act of 1934 (the "Exchange Act"), 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 part hereof from the date of filing such documents.

          (a)  The Registrant's Annual  Report on Form 10-K for its fiscal 
       year ended April 26, 1997.

          (b)  The Registrant's Form 10-Q for the quarter ended July 26, 
       1997. 

          (c)  The description of the Registrant's common stock, $1.00 par 
       value (the "Common Stock"), included in the  Registrant's Form 8-A  
       Registration Statement dated August 5, 1987.

     
Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

The Michigan Business Corporation Act, as amended (the "MBCA"), provides 
that a Michigan corporation, such as the Registrant, may indemnify any 
person who was or is a party or is threatened to be made a party to a 
threatened, pending or completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative and whether formal or informal (a 
"Proceeding"), other than a Proceeding by or in the right of the 
corporation, by reason of the fact that he or she is or was a director, 
officer, employee or agent of the corporation, or is or was serving at the 
request of the corporation as a director, officer, partner, trustee, 
employee or agent of another corporation, partnership, joint venture, trust, 
or other enterprise (including any employee benefit plan) against expenses 
(including attorney fees) and judgments, penalties, fines and amounts paid 
in settlement actually and reasonably incurred by him or her in connection 
with the Proceeding, if the person acted in good faith and in a manner he or 
she reasonably believed to be in or not opposed to the best interests of the 
corporation or its shareholders, and with respect to a criminal action or 
proceeding, if the person had no reasonable cause to believe his or her 
conduct was unlawful.  The MBCA also provides that a Michigan corporation 
may indemnify any person who is or was a party or is threatened to be made a 
party to any Proceeding by or in the right of the corporation by reason of 
that fact that he or she is or was a director, officer, employee or agent of 
the corporation (or, is or was serving at the request of the corporation, in 
one of the other capacities described above) against expenses (including 
attorney's fees) and amounts paid in settlement actually and reasonably 
incurred by the person in connection with the Proceeding, if the person 
acted in good faith and in a manner the person reasonably believed to be in 
or not opposed to the best interests of the corporation or its shareholders, 
except that no indemnification may be made for a claim, issue, or matter in 
which the person has been found liable to the corporation except for any 
indemnification against expenses that may be ordered by the court.

Under the MBCA, any indemnification described above, unless ordered by a 
court, may be made only as authorized in the specific case upon a 
determination (made in one of the ways described in Section 564a(1) of the 
MBCA) that indemnification of the pertinent party is proper because he or 
she has met the applicable standard of conduct and upon an evaluation of the 
reasonableness of expenses and amounts paid in settlement.  Section 564b of 
the MBCA permits a corporation to pay or reimburse the reasonable expenses 
incurred by a director, officer, employee or agent in advance of final 
disposition of a Proceeding, only if the person furnishes the corporation 
with a written affirmation of his or her good faith belief that he or she 
has met the applicable standard of conduct for indemnification and a written 
undertaking to repay the advance if it ultimately is determined that he or 
she did not meet the standard and only if a determination is made (in one of 
the ways described in Section 564a(1)) that the facts then known to those 
making the determination would not preclude indemnification under the MBCA.  
Section 565 of the MBCA further provides that the above-described provisions 
concerning indemnification and advancement of expenses are not exclusive of 
other rights to which a person seeking indemnification or advancement of 
expenses may be entitled under a corporation's articles of incorporation, 
its bylaws or a contractual arrangement.

Section 2 of Article XI of the Registrant's Restated Articles of 
Incorporation (the "Articles of Incorporation") provides for mandatory 
indemnification of directors and officers and permits indemnification of 
other parties, as follows:

"Section 2.  Indemnification.  The Corporation shall indemnify any of its 
directors and officers and may indemnify any of its employees and agents (in 
each case including such person's heirs, executors, administrators and legal 
representatives) who are made or threatened to be made a party to an action, 
suit or proceeding (whether civil, criminal, administrative or 
investigative) by reason of the fact that such person is or was a director, 
officer, employee or agent of the Corporation or serves or served at the 
request of the Corporation as a director, officer, partner, trustee, 
employee or agent of another foreign or domestic corporation, partnership, 
joint venture, trust or other enterprise, whether for profit or not, to the 
fullest extent authorized or permitted under the [Michigan Business 
Corporation] Act or other applicable law, as the same presently exist or may 
hereafter be amended, but in the case of any such amendment, only to the 
extent that such amendment permits the Corporation to provide broader 
indemnification rights than authorized or permitted before such amendment.  
Without limiting the generality of the foregoing, the following provisions, 
except to the extent they limit the indemnity which may be provided pursuant 
to the foregoing, shall apply:

2.1 -- Indemnification of Directors and Officers:  Claims by Third Parties.  
The Corporation shall to the fullest extent authorized or permitted by the 
Act or other applicable law, as the same presently exist or may hereafter be 
amended, but, in the case of any such amendment, only to the extent such 
amendment permits the Corporation to provide broader indemnification rights 
than before such amendment, indemnify a director or officer (the 
"Indemnitee") who was or is a party or is threatened to be made a party to a 
threatened, pending, or completed action, suit, or proceeding, whether 
civil, criminal, administrative, or investigative and whether formal or 
informal, other than an action by or in the right of the Corporation, by 
reason of the fact that he or she is or was a director, officer, employee or 
agent of the Corporation, or is or was serving at the request of the 
Corporation as a director, officer, partner, trustee, employee, or agent of 
another foreign or domestic corporation,  partnership, joint venture, trust, 
or other enterprise, whether for profit or not, against expenses, including 
attorneys' fees, judgments, penalties, fines, and amounts paid in settlement 
actually and reasonably incurred by him or her in connection with the 
action, suit or proceeding, if the Indemnitee acted in good faith and in a 
manner he or she reasonably believed to be in or not opposed to the best 
interests of the Corporation or its shareholders, and with respect to a 
criminal action or proceeding, if the Indemnitee had no reasonable cause to 
believe his or her conduct was unlawful.  The termination of an action, suit 
or proceeding by judgment, order, settlement, conviction, or upon a plea of 
nolo contendere or its equivalent, does not, of itself, create a presumption 
that the Indemnitee did not act in good faith and in a manner which he or 
she reasonably believed to be in or not opposed to the best interests of the 
Corporation or its shareholders, and, with respect to a criminal action or 
proceeding, has reasonable cause to believe that his or her conduct was 
unlawful.

2.2 -- Indemnification of Directors and Officers:  Claims Brought By or In 
the Right of the Corporation.  The Corporation shall, to the fullest extent 
authorized or permitted by the Act or other applicable law, as the same 
presently exist or may hereafter be amended, but, in the case of any such 
amendment, only to the extent such amendment permits the Corporation to 
provide broader indemnification right than before such amendment, indemnify 
a director or officer (the "Indemnitee") who was or is a party to or is 
threatened to be made a party to a threatened, pending, or completed action 
or suit by or in the right of the Corporation to procure a judgment in its 
favor by reason of the fact that he or she is or was a director, officer, 
employee or agent of the Corporation, or is or was serving at the request of 
the Corporation as a director, officer, partner, trustee, employee, or agent 
of another foreign or domestic corporation, partnership, joint venture, 
trust, or other enterprise, whether for profit or not, against expenses, 
including actual and reasonable attorneys' fees, and amounts paid in 
settlement incurred by the Indemnitee in connection with the action or suit, 
if the Indemnitee acted in good faith and in a manner the Indemnitee 
reasonably believed to be in or not opposed to the best interests of the 
Corporation or its shareholders.  However, indemnification shall not be made 
under this subsection 2.2 for a claim, issue, or matter in which the 
Indemnitee has been found liable to the Corporation unless and only to the 
extent that the court in which the action or suit was brought has determined 
upon application that, despite the adjudication of liability but in view of 
all circumstances of the case, the Indemnitee is fairly and reasonably 
entitled to indemnification for the expenses which the court considers 
proper.

2.3 -- Actions Brought by the Indemnitee.  Notwithstanding the provisions of 
subsections 2.1 and 2.2, the Corporation shall not be required to indemnify 
an Indemnitee in connection with an action, suit, proceeding or claim (or 
part thereof) brought or made by such Indemnitee, unless such action, suit, 
proceeding or claim (or part thereof):  (i) was authorized by the Board of 
Directors of the Corporation; or (ii) was brought or made to enforce this 
Section 2 and the Indemnitee has been successful in such action, suit, 
proceeding or claim (or part thereof).

2.4 -- Approval of Indemnification.  An indemnification under subsections 
2.1 or 2.2 hereof, unless ordered by a court, shall be made by the 
Corporation only as authorized in the specific case upon a determination 
that indemnification of the Indemnitee is proper in the circumstances 
because such Indemnitee has met the applicable standard of conduct set forth 
in subsections 2.1 or 2.2 as the case may be.  This determination shall be 
made in any of the following ways:

     (a)  By a majority vote of a quorum of the Board consisting of 
directors who were not parties to the action, suit, or proceeding.

     (b)  If the quorum described in subdivision (a) is not obtainable, then 
by a majority vote of a committee of directors who are not parties to the 
action.  The committee shall consist of not less than three (3) 
disinterested directors.

     (c)  By independent legal counsel in a written opinion. 

     (d)  By the shareholders.  

2.5 -- Advancement of Expenses.  Expenses incurred in defending a civil or 
criminal action, suit, or proceeding described in subsections 2.1 or 2.2 
above shall be paid by the Corporation in advance of the final disposition 
of the action, suit, or proceeding upon receipt of an undertaking by or on 
behalf of the Indemnitee to repay the expenses if it is ultimately 
determined that the Indemnitee is not entitled to be indemnified by the 
Corporation.  The undertaking shall be by unlimited general obligation of 
the person on whose behalf advances are made but need not be secured.

2.6 -- Partial Indemnification.  If an Indemnitee is entitled to 
indemnification under subsections 2.1 or 2.2 for a portion of expenses 
including attorneys' fees, judgments, penalties, fines, and amounts paid in 
settlement, but not for the total amount thereof, the Corporation shall 
indemnify the Indemnitee for the portion of the expenses, judgments, 
penalties, fines, or amounts paid in settlement for which the Indemnitee is 
entitled to be indemnified.

2.7 -- Indemnification of Employees and Agents.  Any person who is not 
covered by the foregoing provisions of this Section 2 and who is or was an 
employee or agent of the Corporation, or is or was serving at the request of 
the Corporation as a director, officer, partner, trustee, employee or agent 
of another foreign or domestic corporation, partnership, joint venture, 
trust or other enterprise, whether for profit or not, may be indemnified to 
the fullest extent authorized or permitted by the Act or other applicable 
law, as the same exist or may hereafter be amended, but, in the case of any 
such amendment, only to the extent such amendment permits the Corporation to 
provide broader indemnification rights than before such amendment, but in 
any event only to the extent authorized at any time or from time to time by 
the Board of Directors.

2.8 -- Other Rights of Indemnification.  The indemnification or advancement 
of expenses provided under subsections 2.1 through 2.7 is not exclusive of 
other rights to which a person seeking indemnification or advancement of 
expenses may be entitled under the Articles of Incorporation or Bylaws, or 
an agreement.  However, the total amount of expenses advanced or indemnified 
from all sources combined shall not exceed the amount of actual expenses 
incurred by the person seeking indemnification or advancement of expenses.  
The indemnification provided for in subsections 2.1 through 2.7 continues as 
to a person who ceases to be a director, officer, employee, or agent and 
shall inure to the benefit of the heirs, executors, and administrators of 
the person.

2.9 -- Definitions.  "Other enterprise" shall include employee benefit 
plans; "fines" shall include any excise taxes assessed on a person with 
respect to an employee benefit plan; and "serving at the request of the 
Corporation" shall include any service as a director, officer, employee, or 
agent of the Corporation which imposes duties on, or involves services by, 
the director, officer, employee or agent with respect to an employee benefit 
plan, its participants or beneficiaries; and a person who acted in good 
faith and in a manner he or she reasonably believed to be in the interest of 
the participants and beneficiaries of an employee benefit plan shall be 
considered to have acted in a manner "not opposed to the best interests of 
the Corporation or its shareholders" as referred to in subsections 2.1 and 
2.2

2.10 -- Liability Insurance.  The Corporation shall have the power to 
purchase and maintain insurance on behalf of any person who is or was a 
director, officer, employee or agent of the Corporation or is or was serving 
at the request of the Corporation as a director, officer, partner, trustee, 
employee or agent of another corporation, partnership, joint venture, trust, 
or other enterprise, whether for profit or not, against any liability 
asserted against and incurred by such person in any such capacity or arising 
out of such person's status as such, regardless of whether or not the 
Corporation would have the power to indemnify such person against such 
liability under the pertinent provisions of the Act.

2.11 -- Enforcement.  If a claim under this Section 2 is not paid in full by 
the Corporation within thirty days after a written claim has been received 
by the Corporation, the claimant may at any time thereafter bring suit 
against the Corporation to recover the unpaid amount of the claim, and, if 
successful in whole or in part, the claimant shall be entitled to be paid 
also the expense of prosecuting such claim.  It shall be a defense to any 
such action (other than an action brought to enforce a claim for expenses 
incurred in defending any proceeding in advance of its final disposition 
where the required undertaking, if any is required, has been tendered to the 
Corporation) that the claimant has not met the standards of conduct which 
makes it permissible under the Act for the Corporation to indemnify the 
claimant for the amount claimed, but the burden of providing such defense 
shall be on the Corporation.  Neither the failure of the Corporation 
(including the Board of Directors, a committee thereof, independent legal 
counsel, or its shareholders) to have made a determination prior to the 
commencement of such action that indemnification of the claimant is proper 
in the circumstances because such claimant has met the applicable standard 
of conduct set forth in the Act nor an actual determination by the 
Corporation (including its Board of Directors, a committee thereof, 
independent legal counsel or its shareholders) that the claimant has not met 
such applicable standard of conduct, shall be a defense to the action or 
create a presumption that the claimant has not met the applicable standard 
of conduct.

2.12 -- Contract with the Corporation. The right to indemnification 
conferred in this Section 2 shall be deemed to be a contract right between 
the Corporation and each director or officer who serves in any such capacity 
at any time while this Section 2 is in effect and any repeal or modification 
of this Section 2 shall not affect any rights or obligations then existing 
with respect to any state of facts then or theretofore existing or any 
action, suit, proceeding theretofore or thereafter brought or threatened 
based in whole or in part upon any such state of facts.

2.13 -- Application to a Resulting or Surviving Corporation or Constituent 
Corporation.  The definition for "corporation" found in Section 569 of the 
Act, as the same exists or may hereafter be amended is, and shall be, 
specifically excluded from application to this Section 2.  The 
indemnification and other obligations set forth in this Section 2 of the 
Corporation shall be binding upon any resulting or surviving corporation 
after any merger or consolidation with the Corporation.  Notwithstanding 
anything to the contrary contained herein or in Section 569 of the Act, no 
person shall be entitled to the indemnification and other rights set forth 
in this Section 2 for acting as a director or officer of another corporation 
prior to such other corporation entering into a merger or consolidation with 
the Corporation.

2.14 -- Severability.  Each and every paragraph, sentence, term and 
provision of this Section 2 shall be considered severable in that, in the 
event that a court finds any paragraph, sentence, term or provision to be 
invalid or unenforceable, the validity and enforceability, operation, or 
effect of the remaining paragraphs, sentences, terms or provisions shall not 
be affected, and this Section 2 shall be construed in all respects as if 
such invalid or unenforceable matter had been omitted."

Section 209(c) of the MBCA provides that the articles of incorporation of a 
Michigan business corporation may contain a provision providing that a 
director of the corporation is not personally liable to the corporation or 
its shareholders for monetary damages for a breach of the director's 
fiduciary duty, except that such a provision may not eliminate or limit the 
liability of a director for (i) any breach of the director's duty of loyalty 
to the corporation or its shareholders; (ii) acts or omissions not in good 
faith or which involve intentional misconduct or knowing violation of law; 
(iii) a violation of Section 551(1) of the MBCA (relating to unauthorized 
dividends or distributions to shareholders and unauthorized loans); or (iv) 
any transaction from which the director derived an improper personal 
benefit.  Registrant's Articles of Incorporation include such a provision, 
as well as the above-quoted provisions of Section 2, Article XI.  

The Registrant also has entered into indemnification agreements with its 
directors and officers under which the Company is required to maintain 
directors' and officers' liability insurance for their benefit or a 
substitute for such insurance to the extent reasonably available, or to 
indemnify them to the full extent of the insurance coverage which otherwise 
would be provided to them.  These agreements contemplate indemnification 
broader than that expressly provided for in the MBCA, in that they 
contemplate, when certain conditions are met, indemnification against 
judgments and fines (as well as settlement costs) incurred in proceedings 
brought by or in the right of the Company.

Insurance is maintained on a regular basis (and not specifically in 
connection with this offering) against liabilities arising on the part of 
directors and officers out of their performance in such capacities or 
arising on the part of the Registrant out of the foregoing indemnification 
provisions, subject to certain exclusions and to the policy limits.

Item 7.  Exemption from Registration Claimed.
     
Not applicable.

Item 8.  Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated herein 
by reference.

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 (the "Securities Act");

      (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 thereof) which, individually or 
             in the aggregate, represent a fundamental change in the 
             information set forth in this Registration Statement; and

     (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 (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 15(d) of the Exchange Act that are incorporated by 
reference in the Registration Statement.

   (2) That, for the purpose of determining any liability under the 
       Securities Act, 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, each filing of the 
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) 
     of the Exchange Act 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)  Insofar as indemnification for liabilities arising under the Securities 
     Act 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 Commission such 
     indemnification is against public policy as expressed in the Securities 
     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 jurisdiction the question whether such indemnification by 
     it is against public policy as expressed in the Securities 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 on Form S-8 to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Monroe, State of Michigan, on 
August 22, 1997.

                                  LA-Z-BOY INCORPORATED

                                      /s/C.T. Knabusch
                                  BY  --------------------------
                                      C.T. Knabusch
                                      Chairman of the Board, President
                                      and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement and power of attorney have been signed by the 
following persons in the capacities and on the dates indicated.  

By so signing, each of the undersigned, in his capacity as a director or 
officer, or both, as the case may be, of the Registrant, does hereby appoint 
Charles T. Knabusch, Frederick H. Jackson and Gene M. Hardy and each of them 
severally, his true and lawful attorney to execute in his or her name, place 
and stead, in his capacity as a director or officer, or both, as the case 
may be, of the Registrant, any and all amendments to this Registration 
Statement and post-effective amendments thereto and all instruments 
necessary or incidental in connection therewith, and to file the same with 
the Securities and Exchange Commission.  Each of said attorneys shall have 
full power and authority to do and perform in the name and on behalf of each 
of the undersigned, in any and all capacities, every act whatsoever 
requisite or necessary to be done in the premises as fully, and for all 
intents and purposes, as each of the undersigned might or could do in 
person, the undersigned hereby ratifying and approving the acts of said 
attorneys and each of them.

                                  /s/C.T. Knabusch
    Date:  August 15, 1997        --------------------------
                                  C.T. Knabusch             
                                  Chairman of the Board, President  
                                  and Chief Executive Officer

                                    S-1
/s/E.J. Shoemaker 
    Date:  August 15, 1997        --------------------------
                                  E.J. Shoemaker               
                                  Executive Vice President of      
                                  Engineering, Director and Vice   
                                  Chairman of the Board

                                  /s/G.M. Hardy
    Date:  August 15, 1997        --------------------------
                                  G.M. Hardy                         
                                  Secretary and Treasurer, Principal  
                                  Accounting Officer and Director

                                  /s/F.H. Jackson
    Date:  August 15, 1997        --------------------------
                                  F.H. Jackson                   
                                  Vice President of Finance, Principal  
                                  Financial Officer and Director

    Date:  August 15, 1997        --------------------------
                                  P.H. Norton                  
                                  Senior Vice President Sales and  
                                  Marketing and Director

    Date:  August 15, 1997        --------------------------
                                  L.G. Stevens              
                                  Director

                                  /s/J.F. Weaver
    Date:  August 15, 1997        --------------------------
                                  J.F Weaver            
                                  Director

                                  /s/D.K. Hehl
    Date:  August 15, 1997        --------------------------
                                  D.K. Hehl                         
                                  Director

                                  /s/R.E. Lipford
    Date:  August 15, 1997        --------------------------
                                  R.E. Lipford              
                                  Director

                                    S-2
Date:  August 15, 1997        --------------------------
                                  H.G. Levy                 
                                  Director

    Date:  August 15, 1997        --------------------------
                                  J.W. Johnston              
                                  Director

                                    S-3
EXHIBIT INDEX

Exhibit No.                    Description
----------                     -----------

                     Exhibits Incorporated by Reference
                     ----------------------------------

(4)(a)(i)       --    Restated Articles of Incorporation (filed as an 
                      exhibit to Form 10-Q for its quarter ended October 26, 
                      1996 (Commission File No. 1-9656)).

(4)(a)(ii)      --    Bylaws of Registrant, as currently in effect (filed as 
                      an exhibit to the Registrant's Form 10-Q for its 
                      quarter ended October 26, 1996 (Com mission File No. 
                      1-9656)).

(4)(c)         --     Form of certificate of Common Stock, $1.00 par value 
                      (filed as an exhibit to the Registrant's Annual Report 
                      on Form 10-K for its fiscal year ended April 26, 1997 
                      (Commission File No. 1-9656)).

(4)(D)         --     La-Z-Boy Incorporated 1997 Restricted Share Plan 
                      (filed as Exhibit B to the Registrant's proxy 
                      statement dated June 26, 1997 (Commission File No. 1-
                      9656)).

                     Exhibits Filed Herewith
                     -----------------------

(5)            --     Opinion and consent of Miller, Canfield, Paddock and 
                      Stone, P.L.C.

(23)(a)        --     Consent of Miller, Canfield, Paddock and Stone, P.L.C. 
                      (contained in Exhibit (5)).

(23)(b)        --     Consent of Price Waterhouse LLP.

(24)           --     Powers of attorney (contained in the signature pages 
                      hereto).