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 incorporation) (IRS Employer Identification No.)
                            1284 North Telegraph Road
                             Monroe, Michigan 48162
          (Address of principal executive offices, including zip code)
                          -----------------------------
          La-Z-Boy Incorporated Replacement Plan for LADD Stock Options
                            (Full title of the plan)
                          -----------------------------
                              Frederick H. Jackson
                              La-Z-Boy Incorporated
                            1284 North Telegraph Road
                             Monroe, Michigan 48162
                                 (734) 242-1444
(Name, address, and telephone number, including area code, of agent for service)
                        CALCULATION OF REGISTRATION FEE
================================================================================
Title of each                      Proposed        Proposed
class of                           maximum         maximum
securities        Amount           offering        aggregate        Amount of
to be             to be            price           offering         registration
registered        registered       per share(1)    price(1)         fee
---------------   --------------   -------------   --------------   ------------
Common Stock,      11,947 shares      $34.33          $410,140.51
$1.00 par value    11,048 shares       25.43           280,950.64
                    9,546 shares       24.79           236,645.34
                   47,200 shares       24.69         1,165,368.00
                    2,360 shares       20.98            49,512.80
                   10,956 shares       20.34           222,845.04
                    4,042 shares       18.44            74,534.48
                  112,100 shares       17.91         2,007,711.00
                    3,540 shares       17.85            63,189.00
                   57,820 shares       16.42           949,404.40
                   11,800 shares       15.05           177,590.00
                    5,900 shares       14.78            87,202.00
                   59,747 shares       14.62           873,501.14
                  133,340 shares       14.41         1,921,429.40
                   17,700 shares       13.99           247,623.00
                   17,836 shares       13.35           238,110.60
                   70,404 shares       13.25           932,853.00
                    4,277 shares       11.23            48,030.71
                  336,709 shares       10.17         3,424,330.53
                   42,480 shares        9.54           405,259.20
                   13,570 shares        9.12           123,758.40
                  --------------                   --------------
                  984,322 shares                   $13,939,989.19    $3,680.16
================================================================================
     (1) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
offering prices are based upon the prices at which the options granted under the
plan may be exercised.

<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 Sections 13(a), 13(c), 14, and 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 Form 10-K for the fiscal year ended April 24,
1999, as amended by Amendment Number 1 thereto on Form 10-K/A filed September
27, 1999;

              (b) The following documents filed by the Registrant pursuant to
Section 13(a) of the Exchange Act:

                    (1) Form 8-K filed May 20, 1999;

                    (2) Form 8-K filed June 11, 1999;

                    (3) Form 10-Q for the quarter ended July 24, 1999;

                    (4) Form 8-K filed September 30, 1999;

                    (5) Form 8-K filed November 3, 1999; and

                    (6) Form 10-Q for the quarter ended October 23, 1999; and

              (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.

       La-Z-Boy Incorporated is a Michigan business corporation. The Michigan
Business Corporation Act, which governs La-Z-Boy, permits it to indemnify any
person who was, is or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, other than an
action, suit or proceeding by or in the right of La-Z-Boy, by reason of the
fact that he or she is or was a director, officer, employee or agent of
La-Z-Boy, or is or was serving at its request 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 that are actually and reasonably incurred by him or her in
connection with the action, suit or proceeding, if the indemnified 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 La-Z-Boy or its shareholders, and with respect
to a criminal action or proceeding, if he or she had no reasonable cause to
believe his or her conduct was unlawful. The Michigan Business Corporation Act
also permits La-Z-Boy to indemnify any person who is or was a party or is
threatened to be made a party to any action, suit or proceeding by or in the
right of La-Z-Boy by reason of that fact that he or she is or was a director,
officer, employee or agent of La-Z-Boy (or is or was serving at its request in
one of the other capacities described above) against expenses (including
attorney's fees) and amounts paid in settlement that are actually and reasonably
incurred by him or her in connection with the action, suit or proceeding, if the
indemnified 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 La-Z-Boy or its
shareholders, except that no indemnification may be made for a claim, issue, or
matter in which the indemnified person has been found liable to La-Z-Boy except
for any indemnification against expenses that may be ordered by the court.

                                      II-1
<PAGE>

       Under these provisions of the Michigan Business Corporation Act, unless
ordered by a court, any indemnification described above 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 Act) 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 Act permits payment or reimbursement of the
reasonable expenses incurred by an indemnified person in advance of final
disposition of an action, suit or proceeding, only if the person furnishes
La-Z-Boy 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 Act. However, Section
565 of the Michigan Business Corporation Act further provides that its
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 IX of La-Z-Boy's articles of incorporation provides
for mandatory indemnification of its 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 may 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")

                                      II-2
<PAGE>

              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

                                      II-3

<PAGE>

              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.

                                      II-4
<PAGE>

              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.

       La-Z-Boy also has entered into indemnification agreements with all of its
directors and executive officers. Those agreements require it 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 that otherwise would be provided to
them. The agreements contemplate indemnification broader than that expressly
provided for in the Michigan Business Corporation Act, 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
La-Z-Boy.

       Section 209(c) of the Michigan Business Corporation Act also 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 any breach of the
director's duty of loyalty to the corporation or its shareholders; acts or
omissions not in good faith or that involve intentional misconduct or knowing
violation of law; a violation of Section 551(1) of the Michigan Business
Corporation Act (which relates to unauthorized dividends or distributions to
shareholders and unauthorized loans); or any transaction from which the director
derived an improper personal benefit. At the 1987 Annual Meeting of its
shareholders, La-Z-Boy's shareholders approved an amendment to its Articles of
Incorporation to include such a provision, as well as the above-quoted
provisions of Section 2, Article IX.

       On a regular basis (and not specifically in connection with this
offering), La-Z-Boy also maintains insurance against liabilities arising on the
part of any of its directors or officers out of their performance in those
capacities or arising on La-Z-Boy's part out of the foregoing indemnification
provisions, subject to certain exclusions and to the policy limits.

Item 7. Exemption from Registration Claimed.

       Not applicable.
<TABLE>
<CAPTION>

Item 8. Exhibits.

       The following exhibits are filed or incorporated by reference as part of
this Registration Statement:

Exhibit No.           Description of Exhibit (Note 1)
-----------------     -----------------------------------------------------------------------------------
     <S>              <C>
      4.1             La-Z-Boy Incorporated Restated Articles of Incorporation (Note 2)

      4.2             Amendment to Restated Articles of Incorporation (Note 3)

      4.3             Current La-Z-Boy Incorporated By-laws (Note 4)

      4.4             Form of certificate of Common Stock, $1.00 par value (Note 5)

      4.5             La-Z-Boy Incorporated Replacement Plan for LADD Stock
                      Options (without Schedule) [The Registrant undertakes to
                      provide a copy of the Schedule to the Commission at its
                      request.]

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

     15               (not applicable)

     23.1             Consent of PricewaterhouseCoopers LLP

     23.2             Consent of Miller, Canfield, Paddock and Stone, P.L.C. (included in Exhibit 5)

     24               Powers of attorney (contained in the signature page to this Registration Statement)

     99               (not applicable)
</TABLE>

                                      II-5
<PAGE>

Notes To Exhibits

       1. For all documents incorporated by reference, the SEC file number is
1-9656. Unless otherwise indicated in the text of an exhibit description, the
described exhibit is being filed with this Registration Statement.

       2. Incorporated by reference to an exhibit to Form 10-Q for the quarter
ended October 26, 1996.

       3. Incorporated by reference to an exhibit to Form 10-K/A filed September
27, 1999.

       4. Incorporated by reference to an exhibit to Form 8-K dated June 11,
1999.

       5. Incorporated by reference to an exhibit to Form 10-K for the fiscal
year ended April 26, 1997.

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 with or
       furnished to the Securities and Exchange Commission (the "Commission") 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.

                                      II-6
<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 January 28, 2000.

                                        LA-Z-BOY INCORPORATED


                                        By:/s/Gene M. Hardy
                                           -----------------------------------
                                           Gene M. Hardy
                                           Secretary and Treasurer

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

       Each of the undersigned does hereby severally constitute and appoint
Gerald L. Kiser, Frederick H. Jackson, and Gene M. Hardy, and each or any one of
them, his true and lawful attorneys and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys and agents, and each or any of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys and agents, and each of them,
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

<TABLE>

<S>                                           <C>               <C>                                         <C>


/s/P. H. Norton                               Jan. 28, 2000     /s/J. F. Weaver                             Jan. 28, 2000
------------------------------------                            ------------------------------------
P.H. Norton                                                     J.F. Weaver
Chairman of the Board and Director                              Director



/s/G. L. Kiser                                Jan. 28, 2000     /s/D. K. Hehl                               Jan. 28, 2000
------------------------------------                            ------------------------------------
G.L. Kiser                                                      D.K. Hehl
President and Chief Operating Officer                           Director



/s/G. M. Hardy                                Jan. 28, 2000     /s/R. E. Lipford                            Jan. 28, 2000
------------------------------------                            ------------------------------------
G.M. Hardy                                                      R.E. Lipford
Secretary and Treasurer, Principal                              Director
Accounting Officer, and Director



/s/F. H. Jackson                              Jan. 28, 2000     /s/H. G. Levy                               Jan. 28, 2000
------------------------------------                            ------------------------------------
F.H. Jackson                                                    H.G. Levy
Executive VP Finance, Chief Financial                           Director
Officer, and Director



                                              Jan. 28, 2000                                                 Jan. 28, 2000
------------------------------------                            ------------------------------------
L.G. Stevens                                                    J.W. Johnston
Director                                                        Director

</TABLE>


                                       S-1
<PAGE>


<TABLE>
<CAPTION>


                                                          EXHIBIT INDEX

Exhibit No.           Description of Exhibit (Note 1)
-----------------     ------------------------------------------------------------------------------------
     <S>              <C>
      4.1             La-Z-Boy Incorporated Restated Articles of Incorporation (Note 2)

      4.2             Amendment to Restated Articles of Incorporation (Note 3)

      4.3             Current La-Z-Boy Incorporated By-laws (Note 4)

      4.4             Form of certificate of Common Stock, $1.00 par value (Note 5)

      4.5             La-Z-Boy Incorporated Replacement Plan for LADD Stock
                      Options (without Schedule) [The Registrant undertakes to
                      provide a copy of the Schedule to the Commission at its
                      request.]

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

     15               (not applicable)

     23.1             Consent of PricewaterhouseCoopers LLP

     23.2             Consent of Miller, Canfield, Paddock and Stone, P.L.C. (included in Exhibit 5)

     24               Powers of attorney (contained in the signature page to this Registration Statement)

     99               (not applicable)
</TABLE>

Notes To Exhibits

       1. For all documents incorporated by reference, the SEC file number is
1-9656. Unless otherwise indicated in the text of an exhibit description, the
described exhibit is being filed with this Registration Statement.

       2. Incorporated by reference to an exhibit to Form 10-Q for the quarter
ended October 26, 1996.

       3. Incorporated by reference to an exhibit to Form 10-K/A filed September
27, 1999.

       4. Incorporated by reference to an exhibit to Form 8-K dated June 11,
1999.

       5. Incorporated by reference to an exhibit to Form 10-K for the fiscal
year ended April 26, 1997.
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 41457}]
{"company-data": {"conformed-name": "LA-Z-BOY INC", "cik": "0000057131", "assigned-sic": "2510", "irs-number": "380751137", "state-of-incorporation": "MI", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95651", "film-number": "516601"}, "business-address": {"street1": "1284 N TELEGRAPH RD", "city": "MONROE", "state": "MI", "zip": "48162", "phone": "3132414414"}, "former-company": {"former-conformed-name": "LA Z BOY CHAIR CO", "date-changed": "19920703"}}
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 incorporation) (IRS Employer Identification No.)
                            1284 North Telegraph Road
                             Monroe, Michigan 48162
          (Address of principal executive offices, including zip code)
                          -----------------------------
          La-Z-Boy Incorporated Replacement Plan for LADD Stock Options
                            (Full title of the plan)
                          -----------------------------
                              Frederick H. Jackson
                              La-Z-Boy Incorporated
                            1284 North Telegraph Road
                             Monroe, Michigan 48162
                                 (734) 242-1444
(Name, address, and telephone number, including area code, of agent for service)
                        CALCULATION OF REGISTRATION FEE
================================================================================
Title of each                      Proposed        Proposed
class of                           maximum         maximum
securities        Amount           offering        aggregate        Amount of
to be             to be            price           offering         registration
registered        registered       per share(1)    price(1)         fee
---------------   --------------   -------------   --------------   ------------
Common Stock,      11,947 shares      $34.33          $410,140.51
$1.00 par value    11,048 shares       25.43           280,950.64
                    9,546 shares       24.79           236,645.34
                   47,200 shares       24.69         1,165,368.00
                    2,360 shares       20.98            49,512.80
                   10,956 shares       20.34           222,845.04
                    4,042 shares       18.44            74,534.48
                  112,100 shares       17.91         2,007,711.00
                    3,540 shares       17.85            63,189.00
                   57,820 shares       16.42           949,404.40
                   11,800 shares       15.05           177,590.00
                    5,900 shares       14.78            87,202.00
                   59,747 shares       14.62           873,501.14
                  133,340 shares       14.41         1,921,429.40
                   17,700 shares       13.99           247,623.00
                   17,836 shares       13.35           238,110.60
                   70,404 shares       13.25           932,853.00
                    4,277 shares       11.23            48,030.71
                  336,709 shares       10.17         3,424,330.53
                   42,480 shares        9.54           405,259.20
                   13,570 shares        9.12           123,758.40
                  --------------                   --------------
                  984,322 shares                   $13,939,989.19    $3,680.16
================================================================================
     (1) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
offering prices are based upon the prices at which the options granted under the
plan may be exercised.
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 Sections 13(a), 13(c), 14, and 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 Form 10-K for the fiscal year ended April 24,
1999, as amended by Amendment Number 1 thereto on Form 10-K/A filed September
27, 1999;

              (b) The following documents filed by the Registrant pursuant to
Section 13(a) of the Exchange Act:

                    (1) Form 8-K filed May 20, 1999;

                    (2) Form 8-K filed June 11, 1999;

                    (3) Form 10-Q for the quarter ended July 24, 1999;

                    (4) Form 8-K filed September 30, 1999;

                    (5) Form 8-K filed November 3, 1999; and

                    (6) Form 10-Q for the quarter ended October 23, 1999; and

              (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.

       La-Z-Boy Incorporated is a Michigan business corporation. The Michigan
Business Corporation Act, which governs La-Z-Boy, permits it to indemnify any
person who was, is or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal, other than an
action, suit or proceeding by or in the right of La-Z-Boy, by reason of the
fact that he or she is or was a director, officer, employee or agent of
La-Z-Boy, or is or was serving at its request 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 that are actually and reasonably incurred by him or her in
connection with the action, suit or proceeding, if the indemnified 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 La-Z-Boy or its shareholders, and with respect
to a criminal action or proceeding, if he or she had no reasonable cause to
believe his or her conduct was unlawful. The Michigan Business Corporation Act
also permits La-Z-Boy to indemnify any person who is or was a party or is
threatened to be made a party to any action, suit or proceeding by or in the
right of La-Z-Boy by reason of that fact that he or she is or was a director,
officer, employee or agent of La-Z-Boy (or is or was serving at its request in
one of the other capacities described above) against expenses (including
attorney's fees) and amounts paid in settlement that are actually and reasonably
incurred by him or her in connection with the action, suit or proceeding, if the
indemnified 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 La-Z-Boy or its
shareholders, except that no indemnification may be made for a claim, issue, or
matter in which the indemnified person has been found liable to La-Z-Boy except
for any indemnification against expenses that may be ordered by the court.

                                      II-1
Under these provisions of the Michigan Business Corporation Act, unless
ordered by a court, any indemnification described above 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 Act) 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 Act permits payment or reimbursement of the
reasonable expenses incurred by an indemnified person in advance of final
disposition of an action, suit or proceeding, only if the person furnishes
La-Z-Boy 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 Act. However, Section
565 of the Michigan Business Corporation Act further provides that its
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 IX of La-Z-Boy's articles of incorporation provides
for mandatory indemnification of its 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 may 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")

                                      II-2
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

                                      II-3
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.

                                      II-4
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.

       La-Z-Boy also has entered into indemnification agreements with all of its
directors and executive officers. Those agreements require it 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 that otherwise would be provided to
them. The agreements contemplate indemnification broader than that expressly
provided for in the Michigan Business Corporation Act, 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
La-Z-Boy.

       Section 209(c) of the Michigan Business Corporation Act also 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 any breach of the
director's duty of loyalty to the corporation or its shareholders; acts or
omissions not in good faith or that involve intentional misconduct or knowing
violation of law; a violation of Section 551(1) of the Michigan Business
Corporation Act (which relates to unauthorized dividends or distributions to
shareholders and unauthorized loans); or any transaction from which the director
derived an improper personal benefit. At the 1987 Annual Meeting of its
shareholders, La-Z-Boy's shareholders approved an amendment to its Articles of
Incorporation to include such a provision, as well as the above-quoted
provisions of Section 2, Article IX.

       On a regular basis (and not specifically in connection with this
offering), La-Z-Boy also maintains insurance against liabilities arising on the
part of any of its directors or officers out of their performance in those
capacities or arising on La-Z-Boy's part 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 following exhibits are filed or incorporated by reference as part of
this Registration Statement:

Exhibit No.           Description of Exhibit (Note 1)
-----------------     -----------------------------------------------------------------------------------
4.1             La-Z-Boy Incorporated Restated Articles of Incorporation (Note 2)

      4.2             Amendment to Restated Articles of Incorporation (Note 3)

      4.3             Current La-Z-Boy Incorporated By-laws (Note 4)

      4.4             Form of certificate of Common Stock, $1.00 par value (Note 5)

      4.5             La-Z-Boy Incorporated Replacement Plan for LADD Stock
                      Options (without Schedule) [The Registrant undertakes to
                      provide a copy of the Schedule to the Commission at its
                      request.]

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

     15               (not applicable)

     23.1             Consent of PricewaterhouseCoopers LLP

     23.2             Consent of Miller, Canfield, Paddock and Stone, P.L.C. (included in Exhibit 5)

     24               Powers of attorney (contained in the signature page to this Registration Statement)

     99               (not applicable)
II-5
Notes To Exhibits

       1. For all documents incorporated by reference, the SEC file number is
1-9656. Unless otherwise indicated in the text of an exhibit description, the
described exhibit is being filed with this Registration Statement.

       2. Incorporated by reference to an exhibit to Form 10-Q for the quarter
ended October 26, 1996.

       3. Incorporated by reference to an exhibit to Form 10-K/A filed September
27, 1999.

       4. Incorporated by reference to an exhibit to Form 8-K dated June 11,
1999.

       5. Incorporated by reference to an exhibit to Form 10-K for the fiscal
year ended April 26, 1997.

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 with or
       furnished to the Securities and Exchange Commission (the "Commission") 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.

                                      II-6
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 January 28, 2000.

                                        LA-Z-BOY INCORPORATED

                                        By:/s/Gene M. Hardy
                                           -----------------------------------
                                           Gene M. Hardy
                                           Secretary and Treasurer

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

       Each of the undersigned does hereby severally constitute and appoint
Gerald L. Kiser, Frederick H. Jackson, and Gene M. Hardy, and each or any one of
them, his true and lawful attorneys and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement and to
file the same, with all exhibits thereto and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys and agents, and each or any of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys and agents, and each of them,
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
/s/P. H. Norton                               Jan. 28, 2000     /s/J. F. Weaver                             Jan. 28, 2000
------------------------------------                            ------------------------------------
P.H. Norton                                                     J.F. Weaver
Chairman of the Board and Director                              Director

/s/G. L. Kiser                                Jan. 28, 2000     /s/D. K. Hehl                               Jan. 28, 2000
------------------------------------                            ------------------------------------
G.L. Kiser                                                      D.K. Hehl
President and Chief Operating Officer                           Director

/s/G. M. Hardy                                Jan. 28, 2000     /s/R. E. Lipford                            Jan. 28, 2000
------------------------------------                            ------------------------------------
G.M. Hardy                                                      R.E. Lipford
Secretary and Treasurer, Principal                              Director
Accounting Officer, and Director

/s/F. H. Jackson                              Jan. 28, 2000     /s/H. G. Levy                               Jan. 28, 2000
------------------------------------                            ------------------------------------
F.H. Jackson                                                    H.G. Levy
Executive VP Finance, Chief Financial                           Director
Officer, and Director

                                              Jan. 28, 2000                                                 Jan. 28, 2000
------------------------------------                            ------------------------------------
L.G. Stevens                                                    J.W. Johnston
Director                                                        Director
S-1
EXHIBIT INDEX

Exhibit No.           Description of Exhibit (Note 1)
-----------------     ------------------------------------------------------------------------------------
4.1             La-Z-Boy Incorporated Restated Articles of Incorporation (Note 2)

      4.2             Amendment to Restated Articles of Incorporation (Note 3)

      4.3             Current La-Z-Boy Incorporated By-laws (Note 4)

      4.4             Form of certificate of Common Stock, $1.00 par value (Note 5)

      4.5             La-Z-Boy Incorporated Replacement Plan for LADD Stock
                      Options (without Schedule) [The Registrant undertakes to
                      provide a copy of the Schedule to the Commission at its
                      request.]

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

     15               (not applicable)

     23.1             Consent of PricewaterhouseCoopers LLP

     23.2             Consent of Miller, Canfield, Paddock and Stone, P.L.C. (included in Exhibit 5)

     24               Powers of attorney (contained in the signature page to this Registration Statement)

     99               (not applicable)
Notes To Exhibits

       1. For all documents incorporated by reference, the SEC file number is
1-9656. Unless otherwise indicated in the text of an exhibit description, the
described exhibit is being filed with this Registration Statement.

       2. Incorporated by reference to an exhibit to Form 10-Q for the quarter
ended October 26, 1996.

       3. Incorporated by reference to an exhibit to Form 10-K/A filed September
27, 1999.

       4. Incorporated by reference to an exhibit to Form 8-K dated June 11,
1999.

       5. Incorporated by reference to an exhibit to Form 10-K for the fiscal
year ended April 26, 1997.