Registration No.


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

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

                         FURNITURE BRANDS INTERNATIONAL, INC.
                (Exact name of registrant as specified in its charter)


                     Delaware                            43-0337683
          (State or other jurisdiction of              (I.R.S. Employer
           incorporation or organization)             Identification No.)

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

                        FURNITURE BRANDS INTERNATIONAL, INC.
                           1999 LONG-TERM INCENTIVE PLAN
                             (Full title of the plan)
                             ------------------------

                      Lynn Chipperfield, General Counsel
                     Furniture Brands International, Inc.
                             101 South Hanley Road
                           St. Louis, Missouri  63105
                   (Name and address of agent for service)

                               314-863-1100
          (Telephone number, including area code, of agent for service)
                          ------------------------

<TABLE>
<CAPTION>
     <S>              <C>          <C>              <C>             <C>

                        CALCULATION OF REGISTRATION FEE
     --------------------------------------------------------------------------
     Title of       Amount         Proposed         Proposed        Amount of
     securities     to be          maximum          maximum         registration
     to be          registered     offering price   aggregate       fee
     registered                    per share*       offering price*
     ---------------------------------------------------------------------------
     Common Stock     2,250,000    $24.1875         $54,421,875     $15,129
     (No par value)      shares
     ---------------------------------------------------------------------------
</TABLE>
          *For the purpose of computing the registration fee only.
          Pursuant to Rule 457(c), the average of the high and low prices,
          as reported on the New York Stock Exchange on June 2, 1999.



          Item 3.  Incorporation of Certain Documents By Reference

               The following documents filed with the Securities and
          Exchange Commission (the "Commission") are incorporated herein by
          reference and shall be deemed to be a part hereof:

               1.     The Company's Annual Report on Form 10-K for the year
                      ended December 31, 1998;

               2.     The Company's Quarterly Report on Form 10-Q for the
                      quarter ended March 31, 1999;

               3.     The description of Furniture Brands Common Stock
                      contained in its Form 8 registration statement filed
                      with the Commission on June 29, 1992 and the
                      description of the associated Series A Junior
                      Participating Preferred Stock contained in its Form
                      8-A registration statement filed with the Commission
                      on July 31, 1998.

               All documents filed by the Company pursuant to Section
          13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
          hereof 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 to be incorporated by reference in this Registration
          Statement and to be part hereof from the date of filing of such
          documents.  Any statement contained in a document incorporated or
          deemed to be incorporated by reference herein shall be deemed to
          be modified or superseded for purposes of this Registration
          Statement to the extent that a statement contained herein or in
          any other subsequently filed document which also is or is deemed
          to be incorporated by reference herein modifies or supersedes
          such statement.  Any such statement so modified or superseded
          shall not be deemed, except as so modified or superseded, to
          constitute a part of this Registration Statement.

          Item 4.  Description of Securities

               Not applicable.

          Item 5.  Interest of Named Experts and Counsel

               The validity of the Furniture Brands Common Stock offered
          hereby is being passed on for the Company by Lynn Chipperfield,
          General Counsel of the Company.  As of June 1, 1999, Mr.
          Chipperfield is the beneficial owner of 8,000 shares of Common
          Stock and has options to purchase 171,000 shares, 85,000 of which
          are currently exercisable.

          Item 6.  Indemnification of Directors and Officers

               Section 145 ("Section 145") of the Delaware General
          Corporation Law permits indemnification of directors, officers,





          agents and controlling persons of a corporation under certain
          conditions and subject to certain limitations.  Section 145
          empowers a corporation to indemnify any person who was or is a
          party or is threatened to be made a party to any threatened,
          pending or completed action, suit or proceeding, whether civil,
          criminal, administrative or investigative, by reason of the fact
          that such person is or was a director, officer or agent of the
          corporation or another enterprise if serving at the request of
          the corporation.  Depending on the character of the proceeding, a
          corporation may indemnify against expenses (including attorneys'
          fees), judgments, fines and amounts paid in settlement actually
          and reasonably incurred in connection with such action, suit or
          proceeding if the person indemnified acted in good faith and in a
          manner such person 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 such person's conduct was unlawful.  In the case of an
          action by or in the right of the corporation, no indemnification
          may be made with respect to any claim, issue or matter as to
          which such person shall have been adjudged to be liable to the
          corporation unless and only to the extent that the Court of
          Chancery or the court in which such action or suit was brought
          shall determine that despite the adjudication of liability such
          person is fairly and reasonably entitled to indemnity for such
          expenses which the court shall deem proper.  Section 145 further
          provides that to the extent a director or officer of a
          corporation has been successful in the defense of any action,
          suit or proceeding referred to above or in the defense of any
          claim, issue or matter therein, such person shall be indemnified
          against expenses (including attorneys' fees) actually and
          reasonably incurred by such person in connection therewith.

               The Company's By-laws contain provisions for indemnification
          of directors, officers, employees and agents which are
          substantially the same as Section 145 and also permit the Company
          to purchase insurance on behalf of any such person against any
          liability asserted against such person and incurred by such
          person in any such capacity, or arising out of such person's
          status as such, whether or not the Company would have the power
          to indemnify such person against such liability under the
          foregoing provision of the By-laws.  The Company maintains such
          insurance.

               Certain of the directors and former directors of the Company
          have entered into and are the beneficiaries of indemnification
          agreements with the Company.  These agreements provide indemnity
          protection for such persons which is substantially the same as
          that authorized by the Delaware General Corporation Law and
          provided for in the Company's By-laws.

          Item 7. Exemption from Registration Claimed

               Not applicable.





          Item 8.  Exhibits

               4(a) Furniture Brands International, Inc.'s Restated
                    Certificate of Incorporation, as amended (Incorporated
                    by reference to Exhibit 3(a) to Furniture Brands
                    International Inc.'s report on Form 10-Q for the
                    quarter ended September 30, 1996).

               4(b) By-Laws of Furniture Brands International, Inc. Revised
                    and Amended to May 6, 1998 (Incorporated by reference
                    to Exhibit 10(b) to Furniture Brands International,
                    Inc.'s report on Form 10-Q for the quarter ended March
                    31, 1999).

               4(c) Rights Agreement, dated as of July 30, 1998, between
                    the Company and Bank of New York, as Rights Agent.
                    (Incorporated by reference to Exhibit 4(b) to Furniture
                    Brands International, Inc.'s Quarterly report on Form
                    10-Q for the quarter ended June 30, 1998.)


               4(d) Certificate of Designations, Preferences and Rights of
                    Series A Junior Participating Preferred Stock of the
                    Company.  (Incorporated by reference to Exhibit 4(c) to
                    Furniture Brands International, Inc.'s Report on From
                    10-Q for the quarter ended June 30, 1998.)

               4(e) Furniture Brands International, Inc.'s 1999 Long-Term
                    Incentive Plan.  (Incorporated by reference to Exhibit
                    10(b) to Furniture Brands International, Inc.'s report
                    on Form 10-Q for the quarter ended March 31, 1999.)

               5    Opinion of Lynn Chipperfield, General Counsel of
                    Furniture Brands International, Inc., as to the
                    legality of the securities to be registered including
                    his consent.

               23(a)  Consent of KPMG LLP.

               23(b)  Consent of Lynn Chipperfield (included in Exhibit No.
                      5)

               24     Power of Attorney

          Item 9.  Undertakings

               The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Securities Act of
          1933, as amended, (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
          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.

               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;

                    (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 or any material
                         change to such information in the registration
                         statement;

               Provided, however, that paragraphs (1)(i) and (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 that are incorporated by reference in
          the registration statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the
          total dollar value of securities offered would not exceed that
          which was registered) and any deviation from the low or high end
          of the estimated maximum offering range may be reflected in the
          form of prospectus filed with the Commission pursuant to Rule
          424(b) if, in the aggregate, the changes in volume and price
          represent no more than a 20 percent change in the maximum
          aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective 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.

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





                                      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 a
          Registration Statement on Form S-8 and has duly caused this
          Registration Statement to be signed on its behalf by the
          undersigned, thereunto duly authorized, in the County of St.
          Louis, State of Missouri, on the 8th day of June, 1999.


                                       Furniture Brands International, Inc.



                                   By: /s/ W.G. Holliman
                                     -------------------------------
                                       W.G. Holliman
                                       Chairman of the Board, President
                                         and Chief Executive Officer


               Pursuant to the requirements of the Securities Act of 1933,
          this Registration Statement has been signed below by the
          following persons in the capacities indicated on June 8, 1999.

               Signature                                   Title
               ---------                                   -----


          W.G. Holliman                       President and Director
          ----------------------              (Principal Executive Officer)
          (W.G. Holliman)

          Katherine Button Bell*              Director
          -----------------------
          (Katherine Button Bell)


          Bruce A. Karsh*                     Director
          -----------------------
          (Bruce A. Karsh)


          Donald E. Lasater*                   Director
          -----------------------
          (Donald E. Lasater)


          Lee M. Liberman*                     Director
          -----------------------
          (Lee M. Liberman)





          Richard B. Loynd*                    Director
          ------------------------
          (Richard B. Loynd)



          Malcom Portera*                      Director
          ------------------------
          (Malcom Portera)


          Albert E. Suter*                     Director
          ------------------------
          (Albert E. Suter)


          David P. Howard                      Vice President and Treasurer
          -------------------------            (Principal Financial
          David P. Howard                       Officer)


          Steven W. Alstadt                    Controller
          -------------------------            (Principal Accounting
          Steven W. Alstadt                     Officer)


               *This Registration Statement is hereby signed on behalf of
          each of the persons so designated by the undersigned pursuant to
          powers of attorney duly executed by such persons and filed with
          the Securities and Exchange Commission as an exhibit to this
          Registration Statement.



                                        Lynn Chipperfield
                                        -----------------------
                                        Lynn Chipperfield
                                        Attorney-in-Fact
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19165}]
{"company-data": {"conformed-name": "FURNITURE BRANDS INTERNATIONAL INC", "cik": "0000050957", "assigned-sic": "2510", "irs-number": "430337683", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80189", "film-number": "99642093"}, "business-address": {"street1": "101 S HANLEY RD STE 1900", "city": "ST LOUIS", "state": "MO", "zip": "63105", "phone": "3148631100"}, "mail-address": {"street1": "101 SOUTH HANLEY RD", "city": "ST LOUIS", "state": "MO", "zip": "63105"}, "former-company": {"former-conformed-name": "INTERNATIONAL SHOE CO", "date-changed": "19690313"}}
Registration No.

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

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

                         FURNITURE BRANDS INTERNATIONAL, INC.
                (Exact name of registrant as specified in its charter)

                     Delaware                            43-0337683
          (State or other jurisdiction of              (I.R.S. Employer
           incorporation or organization)             Identification No.)

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

                        FURNITURE BRANDS INTERNATIONAL, INC.
                           1999 LONG-TERM INCENTIVE PLAN
                             (Full title of the plan)
                             ------------------------

                      Lynn Chipperfield, General Counsel
                     Furniture Brands International, Inc.
                             101 South Hanley Road
                           St. Louis, Missouri  63105
                   (Name and address of agent for service)

                               314-863-1100
          (Telephone number, including area code, of agent for service)
                          ------------------------
CALCULATION OF REGISTRATION FEE
     --------------------------------------------------------------------------
     Title of       Amount         Proposed         Proposed        Amount of
     securities     to be          maximum          maximum         registration
     to be          registered     offering price   aggregate       fee
     registered                    per share*       offering price*
     ---------------------------------------------------------------------------
     Common Stock     2,250,000    $24.1875         $54,421,875     $15,129
     (No par value)      shares
     ---------------------------------------------------------------------------
*For the purpose of computing the registration fee only.
          Pursuant to Rule 457(c), the average of the high and low prices,
          as reported on the New York Stock Exchange on June 2, 1999.

          Item 3.  Incorporation of Certain Documents By Reference

               The following documents filed with the Securities and
          Exchange Commission (the "Commission") are incorporated herein by
          reference and shall be deemed to be a part hereof:

               1.     The Company's Annual Report on Form 10-K for the year
                      ended December 31, 1998;

               2.     The Company's Quarterly Report on Form 10-Q for the
                      quarter ended March 31, 1999;

               3.     The description of Furniture Brands Common Stock
                      contained in its Form 8 registration statement filed
                      with the Commission on June 29, 1992 and the
                      description of the associated Series A Junior
                      Participating Preferred Stock contained in its Form
                      8-A registration statement filed with the Commission
                      on July 31, 1998.

               All documents filed by the Company pursuant to Section
          13(a), 13(c), 14 and 15(d) of the Exchange Act after the date
          hereof 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 to be incorporated by reference in this Registration
          Statement and to be part hereof from the date of filing of such
          documents.  Any statement contained in a document incorporated or
          deemed to be incorporated by reference herein shall be deemed to
          be modified or superseded for purposes of this Registration
          Statement to the extent that a statement contained herein or in
          any other subsequently filed document which also is or is deemed
          to be incorporated by reference herein modifies or supersedes
          such statement.  Any such statement so modified or superseded
          shall not be deemed, except as so modified or superseded, to
          constitute a part of this Registration Statement.

          Item 4.  Description of Securities

               Not applicable.

          Item 5.  Interest of Named Experts and Counsel

               The validity of the Furniture Brands Common Stock offered
          hereby is being passed on for the Company by Lynn Chipperfield,
          General Counsel of the Company.  As of June 1, 1999, Mr.
          Chipperfield is the beneficial owner of 8,000 shares of Common
          Stock and has options to purchase 171,000 shares, 85,000 of which
          are currently exercisable.

          Item 6.  Indemnification of Directors and Officers

               Section 145 ("Section 145") of the Delaware General
          Corporation Law permits indemnification of directors, officers,

          agents and controlling persons of a corporation under certain
          conditions and subject to certain limitations.  Section 145
          empowers a corporation to indemnify any person who was or is a
          party or is threatened to be made a party to any threatened,
          pending or completed action, suit or proceeding, whether civil,
          criminal, administrative or investigative, by reason of the fact
          that such person is or was a director, officer or agent of the
          corporation or another enterprise if serving at the request of
          the corporation.  Depending on the character of the proceeding, a
          corporation may indemnify against expenses (including attorneys'
          fees), judgments, fines and amounts paid in settlement actually
          and reasonably incurred in connection with such action, suit or
          proceeding if the person indemnified acted in good faith and in a
          manner such person 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 such person's conduct was unlawful.  In the case of an
          action by or in the right of the corporation, no indemnification
          may be made with respect to any claim, issue or matter as to
          which such person shall have been adjudged to be liable to the
          corporation unless and only to the extent that the Court of
          Chancery or the court in which such action or suit was brought
          shall determine that despite the adjudication of liability such
          person is fairly and reasonably entitled to indemnity for such
          expenses which the court shall deem proper.  Section 145 further
          provides that to the extent a director or officer of a
          corporation has been successful in the defense of any action,
          suit or proceeding referred to above or in the defense of any
          claim, issue or matter therein, such person shall be indemnified
          against expenses (including attorneys' fees) actually and
          reasonably incurred by such person in connection therewith.

               The Company's By-laws contain provisions for indemnification
          of directors, officers, employees and agents which are
          substantially the same as Section 145 and also permit the Company
          to purchase insurance on behalf of any such person against any
          liability asserted against such person and incurred by such
          person in any such capacity, or arising out of such person's
          status as such, whether or not the Company would have the power
          to indemnify such person against such liability under the
          foregoing provision of the By-laws.  The Company maintains such
          insurance.

               Certain of the directors and former directors of the Company
          have entered into and are the beneficiaries of indemnification
          agreements with the Company.  These agreements provide indemnity
          protection for such persons which is substantially the same as
          that authorized by the Delaware General Corporation Law and
          provided for in the Company's By-laws.

          Item 7. Exemption from Registration Claimed

               Not applicable.

          Item 8.  Exhibits

               4(a) Furniture Brands International, Inc.'s Restated
                    Certificate of Incorporation, as amended (Incorporated
                    by reference to Exhibit 3(a) to Furniture Brands
                    International Inc.'s report on Form 10-Q for the
                    quarter ended September 30, 1996).

               4(b) By-Laws of Furniture Brands International, Inc. Revised
                    and Amended to May 6, 1998 (Incorporated by reference
                    to Exhibit 10(b) to Furniture Brands International,
                    Inc.'s report on Form 10-Q for the quarter ended March
                    31, 1999).

               4(c) Rights Agreement, dated as of July 30, 1998, between
                    the Company and Bank of New York, as Rights Agent.
                    (Incorporated by reference to Exhibit 4(b) to Furniture
                    Brands International, Inc.'s Quarterly report on Form
                    10-Q for the quarter ended June 30, 1998.)

               4(d) Certificate of Designations, Preferences and Rights of
                    Series A Junior Participating Preferred Stock of the
                    Company.  (Incorporated by reference to Exhibit 4(c) to
                    Furniture Brands International, Inc.'s Report on From
                    10-Q for the quarter ended June 30, 1998.)

               4(e) Furniture Brands International, Inc.'s 1999 Long-Term
                    Incentive Plan.  (Incorporated by reference to Exhibit
                    10(b) to Furniture Brands International, Inc.'s report
                    on Form 10-Q for the quarter ended March 31, 1999.)

               5    Opinion of Lynn Chipperfield, General Counsel of
                    Furniture Brands International, Inc., as to the
                    legality of the securities to be registered including
                    his consent.

               23(a)  Consent of KPMG LLP.

               23(b)  Consent of Lynn Chipperfield (included in Exhibit No.
                      5)

               24     Power of Attorney

          Item 9.  Undertakings

               The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Securities Act of
          1933, as amended, (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
          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.

               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;

                    (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 or any material
                         change to such information in the registration
                         statement;

               Provided, however, that paragraphs (1)(i) and (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 that are incorporated by reference in
          the registration statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the
          total dollar value of securities offered would not exceed that
          which was registered) and any deviation from the low or high end
          of the estimated maximum offering range may be reflected in the
          form of prospectus filed with the Commission pursuant to Rule
          424(b) if, in the aggregate, the changes in volume and price
          represent no more than a 20 percent change in the maximum
          aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective 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.

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

                                      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 a
          Registration Statement on Form S-8 and has duly caused this
          Registration Statement to be signed on its behalf by the
          undersigned, thereunto duly authorized, in the County of St.
          Louis, State of Missouri, on the 8th day of June, 1999.

                                       Furniture Brands International, Inc.

                                   By: /s/ W.G. Holliman
                                     -------------------------------
                                       W.G. Holliman
                                       Chairman of the Board, President
                                         and Chief Executive Officer

               Pursuant to the requirements of the Securities Act of 1933,
          this Registration Statement has been signed below by the
          following persons in the capacities indicated on June 8, 1999.

               Signature                                   Title
               ---------                                   -----

          W.G. Holliman                       President and Director
          ----------------------              (Principal Executive Officer)
          (W.G. Holliman)

          Katherine Button Bell*              Director
          -----------------------
          (Katherine Button Bell)

          Bruce A. Karsh*                     Director
          -----------------------
          (Bruce A. Karsh)

          Donald E. Lasater*                   Director
          -----------------------
          (Donald E. Lasater)

          Lee M. Liberman*                     Director
          -----------------------
          (Lee M. Liberman)

          Richard B. Loynd*                    Director
          ------------------------
          (Richard B. Loynd)

          Malcom Portera*                      Director
          ------------------------
          (Malcom Portera)

          Albert E. Suter*                     Director
          ------------------------
          (Albert E. Suter)

          David P. Howard                      Vice President and Treasurer
          -------------------------            (Principal Financial
          David P. Howard                       Officer)

          Steven W. Alstadt                    Controller
          -------------------------            (Principal Accounting
          Steven W. Alstadt                     Officer)

               *This Registration Statement is hereby signed on behalf of
          each of the persons so designated by the undersigned pursuant to
          powers of attorney duly executed by such persons and filed with
          the Securities and Exchange Commission as an exhibit to this
          Registration Statement.

                                        Lynn Chipperfield
                                        -----------------------
                                        Lynn Chipperfield
                                        Attorney-in-Fact