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)
                               -------------------
                         Jerry Lybarger, 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
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------
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*(2)
-----------------------------------------------------------------------------------------------------------
<S>                     <C>                 <C>                       <C>                       <C>
Common Stock            2,700,000           $22.52                    $60,804,000               $5,593.97
(No par value)(1)       shares
------------------------------------------------------------------------------------------------------------
</TABLE>


(1)Includes associated rights to purchase share of Series A Junior Participating
   Preferred Stock, par value $0.001 per share of the Registrant.

(2)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 September 25, 2002

<PAGE>


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,
     2001;

2.   The Company's  Quarterly  Reports on Form 10-Q for the quarters ended March
     31, 2002 and June 30, 2002;

3.   Our Current  Reports on Form 8-K filed on January 11,  2002;  as amended on
     March 14, 2002 and on June 26, 2002; January 30, 2002; March 4, 2002; April
     26, 2002; June 10, 2002; June 26, 2002; July 26, 2002;  August 12, 2002 and
     September 12, 2002; and

4.   The  description  of  Furniture   Brands  Common  Stock  contained  in  its
     Registration  Statement on Form S-3 (File No. 333-84992) effective with the
     Commission on August 2, 2002 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 Jerry Lybarger, General Counsel of the Company.



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.

     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 March 31, 2002).

          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, 1998).

          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) Registration  Rights  Agreement,  made  and  entered  into  as of
               December 28, 2001, by and among the Company,  Henredon  Furniture
               Industries,    Inc.,   Drexel   Heritage    Furnishings,    Inc.,
               Maitland-Smith,  Inc.,  Maitland-Smith Pacific, LTD and LifeStyle
               Furnishings  International,  Ltd.  (Incorporated  by reference to
               Exhibit 4 to Furniture  Brands  International,  Inc.'s  report on
               Form 8-K,  dated  January 11, 2002,  as amended on March 14, 2002
               and on June 26, 2002.)

          4(f) Furniture Brands  International,  Inc.'s 1999 Long-Term Incentive
               Plan, as amended.

          5    Opinion of Jerry Lybarger,  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 Jerry Lybarger (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.



<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 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
26th day of September, 2002

                                    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 September 26, 2002.

         Signature                                         Title


/s/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)


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


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


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


     *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.



                                /s/Robert L. Kaintz
                                ----------------------------------
                                Robert L. Kaintz
                                Attorney-in-Fact


<PAGE>





                                                                    Exhibit 4(f)

                      FURNITURE BRANDS INTERNATIONAL, INC.
                          1999 LONG-TERM INCENTIVE PLAN


     1. PURPOSE.  The purpose of the 1999 Long-Term  Incentive Plan (the "Plan")
of Furniture Brands  International,  Inc. (the "Furniture Brands") is to promote
the interests of Furniture  Brands and its  stockholders  (i) by attracting  and
retaining  exceptional  executive personnel and other key employees of Furniture
Brands,  (ii) by  motivating  such key  employees  to  remain  in the  employ of
Furniture  Brands and to work to the best of their abilities for the achievement
of Furniture  Brands'  strategic  growth  objectives,  and (iii) by  encouraging
ownership of Furniture Brands' Common Stock ("Common Stock" or "Shares") by such
key employees. Furniture Brands intends to accomplish these purposes by awarding
to such key employees long-term,  equity-based incentives, which, if performance
objectives and/or service requirements with Furniture Brands are achieved,  will
permit them to share in Furniture Brands' success.

     2.  PARTICIPANTS.  (a) Participants in the Plan  ("Participants")  shall be
those full time  employees of  Furniture  Brands whom the  Committee  (as herein
defined)  determines,  in its discretion,  to be key employees  important to the
growth of Furniture Brands, and to whom the Committee shall make any award under
the Plan. At the  discretion of the  Committee,  outside  directors of Furniture
Brands may also be  Participants  in the Plan. As used in this Plan,  "Furniture
Brands"  includes all subsidiaries  and divisions of Furniture  Brands,  and any
other  entities  in which  Furniture  Brands  or one of its  subsidiaries  has a
significant equity or other interest as determined by the Committee. Awards made
under the Plan shall not be affected by any change of  employment so long as the
Participant continues to be an employee of Furniture Brands.

     (b) No person  shall have any claim or right to receive an award  under the
Plan,  and  nothing in the Plan or in any award made  pursuant to the Plan shall
alter the terms of any participant's employment or confer on any Participant any
right to continue in the employ of Furniture Brands or interfere in any way with
the right of Furniture Brands to terminate his or her employment at any time.

     3.  ADMINISTRATION.  (a) The Plan shall be  administered  by the  Executive
Compensation  and  Stock  Option  Committee  (the  "Committee")  of the Board of
Directors  (the  "Board") of Furniture  Brands,  or such other  committee as the
Board may  determine,  provided that the Committee  shall consist of two or more
members  who are  "Non-Employee  Directors"  as defined in Rule 16b-3  under the
Securities  Exchange  Act of 1934,  as  amended  (the "1934  Act"),  and who are
"outside directors" within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code").

     (b) Subject to the express provisions of the Plan, the Committee shall have
plenary authority,  in its discretion,  to determine the individuals to whom and
the times at which  awards  shall be made  under the Plan,  the number of Shares
subject to each award,  and the terms and  provisions  of each award.  In making
such  determinations  the  Committee  may take into account any factors that the
Committee,  in its  discretion,  shall deem  relevant.  Subject  to the  express
provisions  of the Plan,  the  Committee  shall also have  plenary  authority to
interpret the Plan, to prescribe, amend and rescind rules relating to it, and to
make  all  other  determinations  which  the  Committee  believes  necessary  or
advisable  for  the  proper   administration   of  the  Plan.  The   Committee's
determinations  on matters relating to the Plan shall be final and conclusive on
Furniture  Brands  and all  Participants.  No member of the  Committee  shall be
liable to any  person for any action  taken or  omitted in  connection  with the
interpretation  and  administration  of the Plan unless  attributable to willful
misconduct or lack of good faith.

     4. SHARES  COVERED BY THE PLAN.  (a) The number of Shares  allocated to and
reserved for award under the Plan shall be the total of: (i)  4,950,000  Shares,
plus (ii) all Shares which are reserved for issuance and  available for award in
the  Furniture  Brands  1992  Stock  Option  Plan  (the  "1992  Plan") as of the
Effective Date (as defined herein), plus (iii) all Shares which become available
for award (due to  cancellation  or otherwise)  under the 1992 Stock Option Plan
before  or after the  Effective  Date.  The  maximum  aggregate  number of stock
options and Stock  Appreciation  Rights which may be awarded to a Participant in
any given year shall be 250,000  Shares,  and the  maximum  aggregate  number of
Performance  Shares and  Shares of  Restricted  Stock  which may be awarded to a
Participant  for any given  performance or  restriction  period shall be 250,000
Shares.  Throughout  the term of the Plan,  not more than  750,000 of the Shares
allocated  to and  reserved  for  award  under  the  Plan  shall be  awarded  as
Performance Shares or Shares of Restricted Stock.

     (b) Any  Shares  covered by any award or portion of an award made under the
Plan,  which is forfeited,  canceled or expires shall be deemed not to have been
delivered for purposes of determining the maximum number of Shares available for
delivery under the Plan, and the Committee may again award to an existing or new
Participant the Shares so canceled or forfeited.

     (c) The number of Shares  reserved and  available for award under the Plan,
the number of Shares covered by each  outstanding  award, the price per share in
each award and  performance  standards  may all be  appropriately  and equitably
adjusted by the  Committee  for any change in the Common  Stock  resulting  from
stock  dividends,  stock splits,  spin-offs,  combination or exchange of Shares,
reclassification,  reorganization,  merger, consolidation,  recapitalization and
similar matters affecting outstanding Shares. The determination of the Committee
shall be final and  conclusive  in this regard.  No  fractional  Shares shall be
awarded  or issued  under the Plan;  cash may be paid in lieu of any  fractional
Shares in  settlement  of awards.  In the event  Furniture  Brands enters into a
transaction  described in Section 424(a) of the Code with any other corporation,
the Committee shall make awards under the Plan to employees or former  employees
of such corporation in substitution of awards  previously made to them upon such
terms  and  conditions  as  shall  be  necessary  to  qualify  such  award  as a
substitution described in Section 424(a) of the Code.

     (d)  Furniture  Brands  will  allocate  and  reserve in each  fiscal year a
sufficient  number of Shares for issuance upon the exercise of options and Stock
Appreciation  Rights  awarded  under  the Plan.  Furniture  Brands  may,  in its
discretion,  use Shares held in the treasury or authorized  but unissued  Shares
for the Plan.

     5. TIME OF AWARDS.  Any award under this Plan shall be deemed to be made on
the date on which the  Committee  takes formal action with respect to the award,
provided that such award is evidenced by a written  communication  duly executed
on  behalf  of  Furniture  Brands  and  delivered  to the  Participant  within a
reasonable time after the date of the Committee action.


     <PAGE>


6.   STOCK OPTIONS.

     (a)  Nature of  Awards.  The  Committee  may,  from time to time,  award to
Participants  options to purchase Shares. Any option awarded under the Plan may,
at the  discretion  of the  Committee,  qualify as an incentive  stock option as
defined in Section  422(b) of the Code  ("Incentive  Stock  Option"),  provided,
however,  that outside  directors of Furniture Brands may not receive  Incentive
Stock  Options.  Unless  it is  designated  an  Incentive  Stock  Option  by the
Committee, any option awarded under the Plan shall be non-qualified.  Any option
awarded under the Plan shall be subject to the provisions of this Plan and shall
contain  such  additional  terms  and  conditions,  not  inconsistent  with  the
provisions of the Plan, as the Committee shall deem desirable.

     (b) Option Price.  The Committee  shall determine the exercise price of any
option granted under the Plan, provided however, that except for options awarded
to replace pre-existing  compensation or benefit programs, in no event shall any
options be awarded at less than Fair  Market  Value at the time of grant.  "Fair
Market  Value" for all  purposes  under this Plan shall be the closing  price of
Furniture  Brands'  Common  Stock as  reported  on the New York  Stock  Exchange
Composite Tape for the day in question  ("Closing  Price");  provided,  however,
that,  in the  absence of a Closing  Price,  the  Committee  may adopt any other
comparable  criteria  for the  determination  of  Fair  Market  Value  as it may
determine to be appropriate.

     (c) Payment of Option Prices. The exercise price is to be paid in full upon
the  exercise of the  option,  either (i) in cash,  (ii)  pursuant to a cashless
exercise  process  offered by Furniture  Brands,  (iii) in the discretion of the
Committee,  by the tender either actually or by attestation to Furniture  Brands
of Shares owned by the Participant and registered in the  Participant's  name or
held for the Participant's  benefit by a registered holder, having a Fair Market
Value equal to the aggregate  exercise price of the options being exercised,  or
(iv) in the  discretion  of the  Committee,  by any  combination  of the payment
methods specified in clauses (i), (ii) or (iii) above. Provided, however, that a
Participant  may not tender  Shares in exercise of an Incentive  Stock Option if
the Participant  acquired such Shares through the exercise of an Incentive Stock
Option or an employee  stock purchase plan described in Section 423 of the Code,
unless (i) the  Participant  has held such Shares for at least one (1) year, and
(ii) at least two (2) years have elapsed since the option was awarded.  The cash
proceeds  derived  from the  exercise  of options are to be added to the general
funds of Furniture Brands.

     (d) Taxes. Following exercise of an option, the Participant shall, no later
than the date as of which an amount related to the option exercise first becomes
includable  in the gross  income  of the  Participant  for  federal  income  tax
purposes,  pay  to  Furniture  Brands,  or  make  arrangements  satisfactory  to
Furniture Brands regarding payment of, any federal, state, or local taxes of any
kind  required  by law to be withheld  with  respect to such  amount.  Furniture
Brands  shall have the right at the time of  exercise to deduct such taxes or to
withhold  sufficient Shares to satisfy Furniture Brands'  obligation to withhold
for federal, state and local taxes on such exercise.

     (e)  Limitations   Applicable  to  Incentive  Stock  Options.  The  maximum
aggregate  Fair Market  Value  (determined  at the time an option is awarded) of
Shares  with  respect to which any  Participant  may  exercise  Incentive  Stock
Options  for the  first  time  during  any  calendar  year  (under  all plans of
Furniture Brands and its Subsidiaries)  shall not exceed the amount specified in
Section  422(d)  of the  Code.  If the  provisions  of this  Section  limit  the
exercisability  of certain  Incentive Stock Options which would otherwise become
exercisable  on account of  termination of employment or a Change of Control (as
defined herein), the Committee, in its sole discretion, shall determine the time
at which such Incentive Stock Options become  exercisable so that the provisions
of this Section are not violated.  The Committee may not award  Incentive  Stock
Options to any  individual  who, at the time the option is  awarded,  owns stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of Furniture Brands unless:  (i) the Purchase Price is at least
110% of the Fair Market Value of the Shares subject to the option,  and (ii) the
option states that it is not exercisable  after the expiration of five (5) years
from the date of award.

     (f) Exercise of Options. The Committee shall fix the term of each option at
the time of award,  but no option shall be  exercisable  after the expiration of
ten (10)  years  from the date of award.  Within  such  limit,  options  will be
exercisable  at such  time or  times,  and  subject  to  such  restrictions  and
conditions,  as the Committee shall determine,  at or subsequent to grant, which
restrictions and conditions need not be uniform for all Participants;  provided,
however,  that no option shall be exercisable  before the first anniversary date
of the award; and provided,  further,  that, except as provided in Paragraph (g)
of this Section 6, no option may be exercised  unless the Participant is at that
time a full-time  employee of Furniture Brands or a director of Furniture Brands
and has been so employed or engaged continuously since the date of award.

     (g) Termination of Employment or Service as an Outside Director.

          (1) If a Participant's  employment (or service as an outside director)
     terminates  by reason of  retirement,  that  Participant  may  exercise any
     option at any time within three (3) years after such termination,  but only
     to the extent the  Participant was entitled to exercise at the date of such
     termination, and in any event not after the expiration of the stated period
     of the option;  provided however,  that the Committee may, at or subsequent
     to grant,  establish  such longer or shorter  period as it may determine in
     its discretion, but in any event not longer than five (5) years nor shorter
     than one (1) year after the date of such termination.  For purposes of this
     Plan,  "retirement"  is defined as  termination  of service with  Furniture
     Brands  at or after  attainment  of age 55 with not less  than ten years of
     service.

          (2) If a Participant's  employment (or service as an outside director)
     terminates  by reason of  disability,  that  Participant  may  exercise any
     option at any time within one (1) year after such termination,  but only to
     the extent the  Participant  was  entitled  to exercise at the date of such
     termination, and in any event not after the expiration of the stated period
     of the option. For purposes of this Plan, "disability" means the incapacity
     to attend to and  perform  effectively  one's  duties and  responsibilities
     which continues for at least 26 weeks after its commencement, as determined
     by a physician  selected by Furniture  Brands. A person shall be considered
     disabled  only if he or she  furnishes  such  proof  of  disability  as the
     Committee may require.

          (3) If a Participant's  employment (or service as an outside director)
     terminates  by reason of death while he or she is employed by or serving as
     an outside director of Furniture  Brands,  or within three (3) months after
     termination  of such  employment or service (or one (1) year in the case of
     the  termination of employment or service by reason of disability,  or five
     (5) years in the case of  termination of employment or service by reason of
     retirement), any option held by a Participant may be exercised by a legatee
     or   legatees   under  the   Participant's   last  will,   or  by  personal
     representatives  or  distributees,  at any time  within  one (1) year after
     death, but only to the extent that the Participant was entitled to exercise
     at the date of such death, and in any event not after the expiration of the
     stated period of the option.

          (4) If a Participant's  employment (or service as an outside director)
     terminates for any reason other than retirement,  disability or death, that
     Participant  may  exercise  any option at any time within  three (3) months
     after such termination, but only to the extent the Participant was entitled
     to exercise at the date of such termination, and in any event not after the
     expiration of the stated period of the option.

     (h) Option Repurchase. The Committee may at any time offer to repurchase an
option  (other than an option  which has been held for less than six months by a
Participant  who is subject to Section 16(b) of the  Securities  Exchange Act of
1934)  on such  terms  and  conditions  as the  Committee  shall  establish  and
communicate to the Participant at the time the offer is made.

     (i)  Restrictions  on Shares.  The Committee  may require each  Participant
exercising an option under the Plan to represent to Furniture  Brands in writing
that he/she is not acquiring the Shares with a view to distribution thereof. The
certificates  for such Shares may include any legend which the  Committee  deems
appropriate to reflect any restrictions on transfer. All certificates for Shares
delivered  under the Plan  shall be subject  to such  stock-transfer  orders and
other  restrictions  as the  Committee  may  deem  advisable  under  the  rules,
regulations,  and other requirements of the Securities and Exchange  Commission,
any stock  exchange  upon which the Shares are then listed,  and any  applicable
federal or state  securities law, and the Committee may cause a legend to be put
on any such certificates to make appropriate reference to such restrictions.

     (j) Transferability of Options. Each option awarded under the Plan shall be
non-transferable otherwise than by will or the laws of descent and distribution,
provided, however, that the Committee may, in its sole discretion, authorize all
or a portion of the options granted to a Participant to be on terms which permit
transfer  to: (i) the  spouse,  children  or  grandchildren  of the  Participant
("Immediate  Family Members"),  (ii) a trust or trusts for the exclusive benefit
of Immediate  Family  Members,  (iii) a partnership  in which  Immediate  Family
Members are the only partners,  or (iv) a former spouse  pursuant to a qualified
domestic  relations  order,  provided that  subsequent  transfers of transferred
options  shall  be  prohibited  except  by  will  or the  laws  of  descent  and
distribution.  Following transfer, any such options shall continue to be subject
to the  same  terms  and  conditions  as were  applicable  immediately  prior to
transfer.

7.   STOCK APPRECIATION RIGHTS.

     (a) Tandem Stock  Appreciation  Rights.  (a) The Committee may award Tandem
Stock  Appreciation  Rights  along with the award of any stock  option under the
Plan. A Tandem Stock  Appreciation Right shall be the right of the option holder
to surrender the related stock option and to receive from Furniture  Brands cash
and/or Shares equal to the excess of the Fair Market Value per Share on the date
the Right is exercised  over the exercise  price of the related  option.  Tandem
Stock  Appreciation  Rights may be granted at any time prior to the  exercise or
termination of the related stock options;  provided, however that a Tandem Stock
Appreciation  Right  awarded in relation to an  Incentive  Stock  Option must be
granted concurrently with that Incentive Stock Option. Tandem Stock Appreciation
Rights  may be  exercised  only  (i)  when  the  related  stock  option  is also
exercisable,  (ii) when the Fair Market  Value per Share  exceeds  the  exercise
price of the related  option,  and (iii) by surrender of the related  option for
cancellation.

     (b) Free-Standing  Stock Appreciation  Rights. The Committee may also award
Free-Standing  Stock  Appreciation  Rights. A Free-Standing  Stock  Appreciation
Right shall not relate to any particular option award, but shall be the right of
a Participant to receive from  Furniture  Brands cash and/or Shares equal to the
excess of the Fair  Market  Value  per Share on the date the Right is  exercised
over the "Base Price" established by the Committee at the time of award. Subject
to the same  limitations  as are  included  in  Section  6(c)  with  respect  to
below-market  grants of options,  the Base Price may be equal to or greater than
or less than the Fair  Market  Value per Share on the date of award.  Successive
awards  of  Free-Standing  Stock  Appreciation  Rights  may be made to the  same
Participant  regardless of whether Rights previously  awarded to the Participant
remain unexercised. The Committee shall fix the term of each Free-Standing Stock
Appreciation Right at the time of award, but no Free-Standing Stock Appreciation
Right awarded  hereunder  shall be exercisable  after the expiration of ten (10)
years from the date of award.

     (c) Procedure for Award. Each award of a Stock  Appreciation Right shall be
evidenced by a writing  executed on behalf of Furniture Brands by an officer and
delivered  to  the   Participant,   which  writing  shall   describe  the  Stock
Appreciation Rights,  identify the related stock options (if applicable),  state
that  such  Stock  Appreciation  Rights  are  subject  to all of the  terms  and
conditions  of this Plan,  and  contain  such  other  terms and  conditions  not
inconsistent with this Plan, as the Committee may approve.

     (d) Exercise and Payment.  A Stock Appreciation Right shall be exercised by
the delivery to Furniture  Brands of a written notice which shall state that the
Participant  elects to exercise  his or her Stock  Appreciation  Right as to the
number of Shares  specified in the notice.  In the  discretion of the Committee,
Stock  Appreciation Right award amounts shall be payable in cash or in Shares or
in any combination thereof.

     (e)  Other  Provisions  of Plan  Applicable.  All  provisions  of the  Plan
applicable  to options  awarded  under the Plan shall apply with equal effect to
Stock Appreciation Rights.

8.   PERFORMANCE SHARES.

     (a) Performance Shares;  Performance Period. The Committee may award Shares
covered by the Plan as units representing Performance Shares. Performance Shares
represent the right to receive future payment contingent on both continuation of
service with  Furniture  Brands and the  achievement  of  specified  performance
objectives  which are established at the time of award. No Shares will be issued
at the time of an award of Performance  Shares, but the award will represent the
right to receive payment if the performance objectives are achieved. Performance
objectives  need  not be the  same in  respect  of all  Participants  and may be
established  separately for Furniture  Brands as a whole or for its subsidiaries
or portions thereof. The performance  objectives shall be based upon one or more
of the following criteria:  sales, pre-tax earnings, net earnings,  earnings per
share, earnings per share growth,  operating profit margin, gross profit margin,
cash flow, return on equity, asset management, and total shareholder return. The
performance  objectives  may include or exclude  specified  items of an unusual,
non-recurring  or  extraordinary   nature.  The  performance  period  for  which
achievement  of any  performance  objective  shall be measured shall not be less
than three years. Performance periods may overlap one another, and a Participant
may  simultaneously  hold awards  covering  overlapping  periods with  different
performance goals.

     (b)  Performance  Share Awards.  Performance  Share awards shall be made as
          follows:

     (1)  Performance Programs;  Initial Awards. The Committee may establish one
          or more  performance  programs each with  specified  objectives  and a
          specified performance period.  Participants may be awarded Performance
          Shares in any one or more of the performance programs.

     (2)  Subsequent  Awards.   During  the  term  of  a  performance   program,
          additional  Performance  Shares may be awarded (subject to the maximum
          number of Shares  allocated to and reserved for award under the Plan),
          either  (i)  to  new   Participants   in  the  program,   or  (ii)  if
          circumstances  so  warrant,   to  any  one  or  more  of  the  initial
          Participants in the program.  In respect of such additional awards the
          Committee may make such adjustments  therein as it may deem reasonable
          on account of any lesser period of participation in the program by the
          holder of any subsequent award.

     (3)  Notice of Awards.  Upon the making of any award,  the Committee  shall
          advise the Participant in writing of the number of Performance  Shares
          awarded and of the terms of the award.

     (c)  Performance  Share  Payment.  If the applicable  targeted  performance
objective is met, the  Participant  shall be entitled to receive an amount equal
to the Fair  Market  Value of one  Share  on the date of the  expiration  of the
applicable  performance  period  multiplied by the number of Performance  Shares
held.  At the  time it  establishes  the  targeted  performance  objective,  the
Committee may (i) establish a minimum  performance target below which no payment
will be made,  (ii)  provide for  payment of less than Fair Market  Value if the
minimum performance target is met but the targeted performance  objective is not
achieved;  and/or (iii) provide for payment of greater than Fair Market Value if
the targeted performance  objective is exceeded,  up to a maximum payment of two
times the  targeted  performance  payment.  The  Committee  may provide that any
awards under the Plan earn dividend  equivalents,  and such dividend equivalents
will be credited to a Participant's account.  Payment for Performance Shares may
be in Shares, in cash, in stock equivalent units, or in any combination  thereof
as  determined  by the  Committee,  and any such  payment may be subject to such
terms, conditions or restrictions as the Committee may impose.

     (d) Time of  Payment.  Subject  to the  deferral  provisions  of Section 12
hereof,  distribution  of amounts to which a Participant  is entitled  after the
expiration of a performance  period shall be made as soon as  practicable  after
the holder of the Performance Shares becomes entitled thereto,  unless the terms
of that  award  specify  that  payment of the  Performance  Shares is subject to
specified vesting conditions after attainment of the performance  objective,  in
which case  payment  shall be delayed  until such vesting  conditions  have been
satisfied.

     (e) Conditions to Payments.  In order to be entitled to receive any payment
on Performance  Shares,  a Participant must be in the employ of Furniture Brands
on the  expiration  of the  relevant  performance  period  and  must  have  been
continuously in the employ of Furniture  Brands from the time of the date of the
award.  No vested  interest in any payment  under the  Performance  Shares shall
accrue  during  the  performance  period  and  no  payment  in  respect  of  the
Performance  Shares  shall  be  required  to be  made to any  Participant  whose
employment with Furniture Brands is terminated,  with or without cause, prior to
the time such Participant is entitled to receive a distribution  under the Plan;
provided,  however,  that (i) if a Participant  in the Plan retires prior to the
time such  Participant  is to receive  distribution  on any  Performance  Shares
awarded,  the amount of payment to such  Participant  shall be pro-rated in such
manner as the Committee shall reasonably determine,  and (ii) the Committee,  in
its absolute  discretion,  may provide for such pro-rata or other payment (or no
payment),  as it may  determine to a  Participant  whose  employment  terminates
(other  than by  reason  of  retirement)  prior to the time the  Participant  is
entitled to receive  distribution  of Performance  Shares.  If termination is on
account of death,  the Committee may provide for payment of any  distribution it
authorizes to the Participant's surviving spouse, heirs or estate.

     (f)  Determination  of  Achievement  of  Objectives.  The  Committee  shall
determine  whether  any  performance  objective  of any program has been met. In
making this determination,  the Committee shall apply the accounting results, as
audited at the end of any fiscal year by Furniture Brands' independent certified
accountants,   but  may  adjust  such  results  for  unusual,   nonrecurring  or
extraordinary  items.  When making a Performance  Share  payment,  the Committee
shall  certify  in  writing  the  achievement  of  the  applicable   performance
objectives and the amount of payments to be made to each Participant.

     9.  RESTRICTED  STOCK.  The Committee  may make awards of Restricted  Stock
under the Plan.  Each award of  Restricted  Stock shall  constitute an immediate
transfer of the ownership of Shares to the Participant in  consideration  of the
performance  of services,  entitling each  Participant  to voting,  dividend and
other ownership  rights,  but subject to substantial risk of forfeiture  (within
the  meaning of Section 83 of the Code).  Awards of  Restricted  Stock  shall be
forfeitable  if the  Participant  resigns  or is  discharged  from the employ of
Furniture Brands, with or without cause,  during the restriction  period,  which
shall in no event be less  than  three  years.  The  Restricted  Stock  shall be
forfeitable  on such  other  terms and  conditions  and shall be subject to such
additional  restrictions  as may be specified by the  Committee in the notice of
award. After the date of award, the Committee, in its discretion,  may waive any
of the terms and  conditions  thereof  and may  reduce  the  restriction  period
applicable thereto; provided,  however, that the Committee shall not reduce such
period to less than three years.

     10. OTHER  LONG-TERM  INCENTIVES.  Subject to the maximum  number of Shares
allocated  to and  reserved  for  award  under the Plan,  in  addition  to stock
options,  Stock Appreciation Rights,  Performance Shares and Restricted Stock as
described  herein,  the  Committee  may,  in its sole  discretion,  award  other
equity-based,  long-term incentives under the Plan,  establishing  therefor such
terms and conditions as it may deem appropriate under the circumstances.

     11.   CHANGE  IN   CONTROL.   Any   provision   herein   to  the   contrary
notwithstanding,  in the event of a Change of Control (as defined below) (i) all
options and Stock  Appreciation  Rights  awarded prior to such Change of Control
shall  become  fully  exercisable,  (ii)  Participants  then  holding  awards of
Performance  Shares  shall be entitled to receive  such  Performance  Shares (or
equivalent  value  in  Shares  or in  cash)  free  of any  conditions  as if the
specified  performance  periods  had  elapsed  and  the  performance  objectives
relating  thereto  had been fully  achieved,  and (iii) the  restriction  period
applicable to all Restricted Stock then outstanding  shall be accelerated and be
deemed to be  satisfied  so that the  holders  of such  Restricted  Stock  shall
immediately  hold said Restricted  Stock fully vested and without any continuing
restrictions thereon, excepting, however, such restrictions, if any, as may then
be applicable  under state or federal  securities  laws.  "Change of Control" as
used in this Plan shall mean:

     (a)  The purchase or other  acquisition  (other than from Furniture Brands)
          by any  person,  entity or group of  persons,  within  the  meaning of
          Section 13(d) or 14(d) of the 1934 Act  (excluding,  for this purpose,
          Furniture  Brands or its  subsidiaries or any employee benefit plan of
          Furniture Brands or its subsidiaries), of beneficial ownership (within
          the  meaning  of Rule  13d-3 of the 1934 Act) of 25% or more of either
          the then-outstanding  Shares or the combined voting power of Furniture
          Brands'  then-outstanding voting securities entitled to vote generally
          in the election of directors; or

     (b)  Individuals  who, as of the Effective Date,  constitute the Board (the
          "Incumbent  Board")  cease  for any  reason to  constitute  at least a
          majority of the Board, provided that any person who becomes a director
          subsequent to the  Effective  Date whose  election or  nomination  for
          election by Furniture  Brands'  stockholders was approved by a vote of
          at least a majority of the  directors  then  comprising  the Incumbent
          Board (other than an individual whose initial  assumption of office is
          in connection with an actual or threatened  election  contest relating
          to the election of directors of Furniture  Brands) shall be considered
          as though such person were a member of the Incumbent Board; or

     (c)  Approval  by  the   stockholders   of   Furniture   Brands  of  (i)  a
          reorganization, merger, or consolidation, in each case with respect to
          which  persons  who  were  the   stockholders   of  Furniture   Brands
          immediately  prior to such  reorganization,  merger  or  consolidation
          would not  immediately  thereafter own,  directly or indirectly,  more
          than 50% of the combined  voting power  entitled to vote  generally in
          the election of directors of the  reorganized,  merged or consolidated
          corporation's   then-outstanding   voting   securities,   or   (ii)  a
          liquidation or  dissolution  of Furniture  Brands or (iii) the sale of
          all or substantially all of Furniture Brands' assets.

     12. DEFERRAL.  The Committee may permit  Participants to elect to defer the
issuance of Shares or the settlement of any awards under this Plan in cash under
such  rules  and  procedures  as it may  establish  under  a  separate  deferred
compensation plan.

     13. FOREIGN PARTICIPATION. The Committee may provide for such special terms
for awards to  Participants  who are foreign  nationals,  or who are employed by
Furniture  Brands  outside the United  States of America,  as the  Committee may
consider  necessary or appropriate to accommodate  differences in local law, tax
policy or custom.

     14. AMENDMENT AND TERMINATION.  (a) The Committee may at any time terminate
the Plan or make  such  modifications  of the Plan as it shall  deem  advisable;
provided,  however,  that the Committee may not, without further approval by the
Furniture Brands  stockholders,  make any modifications which (i) would increase
the total  number of Shares  allocated to and reserved for award under the Plan,
or (ii) by applicable  law or rule,  require such  approval.  No  termination or
amendment of the Plan may,  without the consent of the  Participant  to whom any
award  shall  theretofore  have been made,  adversely  affect the rights of such
Participant under such award.

     (b) The  Committee  may  amend  the  terms of any  award  under  the  Plan,
prospectively or retroactively, but no such amendment shall impair the rights of
any Participant without the consent of the Participant, and in no case shall the
terms of any option be amended to reduce the exercise price to a price less than
the Fair Market Value on the original date of grant.

     15. PAYMENTS IN COMMON STOCK;  SOURCE OF SHARES. (a) It is anticipated that
any Shares delivered  pursuant to the terms of the Plan will be Treasury Shares.
The Committee,  however,  may instead utilize  authorized but unissued Shares or
may  purchase  Shares on the open market;  and,  subject to the approval of this
Plan by the  stockholders  of  Furniture  Brands,  the  Board  and  officers  of
Furniture  Brands are  authorized  to take such  action as may be  necessary  to
provide for the  issuance of any or all of the Shares  which may be necessary to
satisfy Furniture Brands' obligations under the Plan and to cause said Shares to
be listed  on the New York and any other  stock  exchanges  on which the  Common
Stock may at such time be listed.

     (b) Shares  delivered to  Participants  under the Plan in  satisfaction  of
Performance  Share rights,  and other Incentive  Shares after the release of any
conditions  applicable  thereto may nonetheless  thereafter be restricted  stock
under the Securities Act of 1933, as presently amended, (the "1933 Act") and the
certificates for such Shares may have a legend imprinted thereon restricting the
resale,  hypothecation or further transfer of said Shares except in a registered
offering or pursuant to an available exemption from registration.

     16.  EFFECTIVE DATE; TERM. (a) The Plan will become effective upon adoption
by the  Board of  Directors  of  Furniture  Brands  on  January  29,  1999  (the
"Effective  Date"),  subject  to  approval  of the Plan by the  stockholders  of
Furniture  Brands within twelve (12) months of such date.  Awards under the Plan
may be made before such stockholder  approval (but may not be exercisable before
such approval),  and if such approval is not obtained, this Plan and such awards
shall be void and of no force or effect.

     (b) The Plan shall  terminate ten (10) years after the Effective  Date, and
no awards  shall be made under the Plan after the  expiration  of such  ten-year
period.  During the term of the Plan, awards may be made with terms,  conditions
or restrictions extending beyond the end of the term of the Plan. Conditions and
restrictions  in  respect of awards  made under the Plan  during the term of the
Plan shall continue in effect after the termination of the Plan until they shall
be satisfied or forfeited in accordance with their terms.

     17.  SEPARABILITY OF PROVISIONS.  With respect to  Participants  subject to
Section  16 of the 1934  Act,  this  Plan and  transactions  under  the Plan are
intended to comply with all  applicable  provisions of Rule 16b-3 under the 1934
Act or its successors. To the extent that any provision of the Plan or action of
the Committee fails to so comply, it shall be deemed null and void to the extent
permitted  by law and  deemed  advisable  by the  Committee,  and the  validity,
legality and enforceability of the remaining provisions of the Plan shall not be
in any way affected or impaired thereby.  To the extent  permissible by law, any
provision  which  could  be  deemed  null  and void  shall  first be  construed,
interpreted  or revised  retroactively  to permit this Plan to be  construed  in
compliance with all applicable laws so as to foster the intent of the Plan

     18.  GOVERNING  LAW.  To the  extent  that  federal  laws do not  otherwise
control, the Plan shall be construed in accordance with and governed by the laws
of the State of Delaware.

     Adopted by the Board of  Directors  on January 29, 1999
        and approved by the stockholders on April 29, 1999.
     Amended by the Board of Directors on January 24, 2002
        and approved by the stockholders on April 25, 2002.

<PAGE>





                                                                      Exhibit 5



                               September 26, 2002




Furniture Brands International, Inc.
101 South Hanley Road
St. Louis, MO  63105



Gentlemen:


     I am General Counsel of Furniture Brands  International,  Inc. (hereinafter
called the  "Corporation")  and am familiar with the  Registration  Statement on
Form S-8 being filed today by the  Corporation  with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, (the "Act") covering the registration of 2,700,000 additional shares
of its Common  Stock,  stated  value $1.00 per share,  of the  Corporation  (the
"Common  Stock") which have been  authorized  for issuance  pursuant to the 1999
Long-Term  Incentive  Plan,  as amended,  (hereinafter  referred to as the "1999
Plan").

     I am familiar with the Corporation's Restated Certificate of Incorporation,
as  amended,   its  corporate  history  and  the  proceedings  relative  to  the
authorization  and  issuance of its  outstanding  Common  Stock  pursuant to the
exercise of options and the issuance of Stock Appreciation  Rights,  Performance
Shares and Restricted  Stock under the above 1999 Plan, and I have examined such
documents, records and matters of law as I have deemed necessary for purposes of
this opinion.

     Based upon the  foregoing,  it is my opinion  that (a) when the  applicable
provisions  of the  Act  and  such  "Blue  Sky"  or  securities  laws  as may be
applicable  shall have been complied with and (b) when issued in accordance with
the terms of the options and 1999 Plan,  the Common Stock so issued will be duly
authorized, validly issued, fully paid and nonassessable.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration  Statement.  In giving this consent I do not admit that I am within
the category of persons whose consent is required by Section 7 of the Act or the
rules and regulations promulgated thereunder.

                                          Very truly yours,

                                          /s/  Jerry Lybarger
                                               Jerry Lybarger
                                               General Counsel


<page>

                                                                Exhibit 23(a)



                          Independent Auditor's Consent




The Board of Directors
Furniture Brands International, Inc:



We consent to incorporation  by reference in the registration  statement on Form
S-8 of Furniture  Brands  International,  Inc. of our report  dated  January 24,
2002,   relating  to  the  consolidated   balance  sheets  of  Furniture  Brands
International,  Inc.  and  subsidiaries  as of December  31, 2001 and 2000,  and
related consolidated  statements of operations,  shareholders'  equity, and cash
flows and related schedule for each of the years in the three-year  period ended
December 31, 2001 which report appears in the December 31, 2001 annual report on
Form 10-K of Furniture Brands International, Inc.



KPMG LLP

St. Louis, Missouri
September 26, 2002

<page>

                                                                   Exhibit 24




                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Lynn Chipperfield and Robert L. Kaintz, or either
of them, as his or her agent and attorney-in-fact, in his or her name to execute
on behalf of the  undersigned a  Registration  Statement on Form S-8 to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended,  in connection with the registration under said Act of shares of Common
Stock of Furniture  Brands  International,  Inc.  (the  "Company")  to be issued
pursuant to grants made under the 1999 Long-Term Incentive Plan, as amended, the
authority  herein given to include  execution of  amendments to any part of such
Registration  Statement and generally to do and perform all things  necessary to
be  done in the  premises  as  fully  and  effectively  in all  respects  as the
undersigned could do if personally present.

     IN  WITNESS   WHEREOF,   this  Power  of  Attorney  has  been  executed  in
counterparts by individuals in the capacities listed below as of the 26th day of
September, 2002:





<PAGE>


       /s/        W. G. Holliman
------------------------------------------------
         W. G. Holliman

       /s/        Katherine Button Bell
------------------------------------------------
         Katherine Button Bell


      /s/         Bruce A. Karsh
------------------------------------------------
         Bruce A. Karsh


       /s/        Donald E. Lasater
------------------------------------------------
         Donald E. Lasater



       /s/        Lee M. Liberman
------------------------------------------------
         Lee M. Liberman


       /s/        Richard B. Loynd
------------------------------------------------
         Richard B. Loynd


        /s/       Albert E. Suter
------------------------------------------------
         Albert E. Sutter
[{"type": "S-8", "sequence": "1", "filename": "forms8092602.txt", "description": "FORM S-8 WITH EXHIBITS (DATED 09/26/02)", "secsgml_size_bytes": 62722}]
{"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": "333-100133", "film-number": "02773899"}, "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)
                               -------------------
                         Jerry Lybarger, 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*(2)
-----------------------------------------------------------------------------------------------------------
Common Stock            2,700,000           $22.52                    $60,804,000               $5,593.97
(No par value)(1)       shares
------------------------------------------------------------------------------------------------------------
(1)Includes associated rights to purchase share of Series A Junior Participating
   Preferred Stock, par value $0.001 per share of the Registrant.

(2)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 September 25, 2002
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,
     2001;

2.   The Company's  Quarterly  Reports on Form 10-Q for the quarters ended March
     31, 2002 and June 30, 2002;

3.   Our Current  Reports on Form 8-K filed on January 11,  2002;  as amended on
     March 14, 2002 and on June 26, 2002; January 30, 2002; March 4, 2002; April
     26, 2002; June 10, 2002; June 26, 2002; July 26, 2002;  August 12, 2002 and
     September 12, 2002; and

4.   The  description  of  Furniture   Brands  Common  Stock  contained  in  its
     Registration  Statement on Form S-3 (File No. 333-84992) effective with the
     Commission on August 2, 2002 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 Jerry Lybarger, General Counsel of the Company.

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.

     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 March 31, 2002).

          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, 1998).

          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) Registration  Rights  Agreement,  made  and  entered  into  as of
               December 28, 2001, by and among the Company,  Henredon  Furniture
               Industries,    Inc.,   Drexel   Heritage    Furnishings,    Inc.,
               Maitland-Smith,  Inc.,  Maitland-Smith Pacific, LTD and LifeStyle
               Furnishings  International,  Ltd.  (Incorporated  by reference to
               Exhibit 4 to Furniture  Brands  International,  Inc.'s  report on
               Form 8-K,  dated  January 11, 2002,  as amended on March 14, 2002
               and on June 26, 2002.)

          4(f) Furniture Brands  International,  Inc.'s 1999 Long-Term Incentive
               Plan, as amended.

          5    Opinion of Jerry Lybarger,  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 Jerry Lybarger (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
26th day of September, 2002

                                    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 September 26, 2002.

         Signature                                         Title

/s/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)

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

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

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

     *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.

                                /s/Robert L. Kaintz
                                ----------------------------------
                                Robert L. Kaintz
                                Attorney-in-Fact
Exhibit 4(f)

                      FURNITURE BRANDS INTERNATIONAL, INC.
                          1999 LONG-TERM INCENTIVE PLAN

     1. PURPOSE.  The purpose of the 1999 Long-Term  Incentive Plan (the "Plan")
of Furniture Brands  International,  Inc. (the "Furniture Brands") is to promote
the interests of Furniture  Brands and its  stockholders  (i) by attracting  and
retaining  exceptional  executive personnel and other key employees of Furniture
Brands,  (ii) by  motivating  such key  employees  to  remain  in the  employ of
Furniture  Brands and to work to the best of their abilities for the achievement
of Furniture  Brands'  strategic  growth  objectives,  and (iii) by  encouraging
ownership of Furniture Brands' Common Stock ("Common Stock" or "Shares") by such
key employees. Furniture Brands intends to accomplish these purposes by awarding
to such key employees long-term,  equity-based incentives, which, if performance
objectives and/or service requirements with Furniture Brands are achieved,  will
permit them to share in Furniture Brands' success.

     2.  PARTICIPANTS.  (a) Participants in the Plan  ("Participants")  shall be
those full time  employees of  Furniture  Brands whom the  Committee  (as herein
defined)  determines,  in its discretion,  to be key employees  important to the
growth of Furniture Brands, and to whom the Committee shall make any award under
the Plan. At the  discretion of the  Committee,  outside  directors of Furniture
Brands may also be  Participants  in the Plan. As used in this Plan,  "Furniture
Brands"  includes all subsidiaries  and divisions of Furniture  Brands,  and any
other  entities  in which  Furniture  Brands  or one of its  subsidiaries  has a
significant equity or other interest as determined by the Committee. Awards made
under the Plan shall not be affected by any change of  employment so long as the
Participant continues to be an employee of Furniture Brands.

     (b) No person  shall have any claim or right to receive an award  under the
Plan,  and  nothing in the Plan or in any award made  pursuant to the Plan shall
alter the terms of any participant's employment or confer on any Participant any
right to continue in the employ of Furniture Brands or interfere in any way with
the right of Furniture Brands to terminate his or her employment at any time.

     3.  ADMINISTRATION.  (a) The Plan shall be  administered  by the  Executive
Compensation  and  Stock  Option  Committee  (the  "Committee")  of the Board of
Directors  (the  "Board") of Furniture  Brands,  or such other  committee as the
Board may  determine,  provided that the Committee  shall consist of two or more
members  who are  "Non-Employee  Directors"  as defined in Rule 16b-3  under the
Securities  Exchange  Act of 1934,  as  amended  (the "1934  Act"),  and who are
"outside directors" within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code").

     (b) Subject to the express provisions of the Plan, the Committee shall have
plenary authority,  in its discretion,  to determine the individuals to whom and
the times at which  awards  shall be made  under the Plan,  the number of Shares
subject to each award,  and the terms and  provisions  of each award.  In making
such  determinations  the  Committee  may take into account any factors that the
Committee,  in its  discretion,  shall deem  relevant.  Subject  to the  express
provisions  of the Plan,  the  Committee  shall also have  plenary  authority to
interpret the Plan, to prescribe, amend and rescind rules relating to it, and to
make  all  other  determinations  which  the  Committee  believes  necessary  or
advisable  for  the  proper   administration   of  the  Plan.  The   Committee's
determinations  on matters relating to the Plan shall be final and conclusive on
Furniture  Brands  and all  Participants.  No member of the  Committee  shall be
liable to any  person for any action  taken or  omitted in  connection  with the
interpretation  and  administration  of the Plan unless  attributable to willful
misconduct or lack of good faith.

     4. SHARES  COVERED BY THE PLAN.  (a) The number of Shares  allocated to and
reserved for award under the Plan shall be the total of: (i)  4,950,000  Shares,
plus (ii) all Shares which are reserved for issuance and  available for award in
the  Furniture  Brands  1992  Stock  Option  Plan  (the  "1992  Plan") as of the
Effective Date (as defined herein), plus (iii) all Shares which become available
for award (due to  cancellation  or otherwise)  under the 1992 Stock Option Plan
before  or after the  Effective  Date.  The  maximum  aggregate  number of stock
options and Stock  Appreciation  Rights which may be awarded to a Participant in
any given year shall be 250,000  Shares,  and the  maximum  aggregate  number of
Performance  Shares and  Shares of  Restricted  Stock  which may be awarded to a
Participant  for any given  performance or  restriction  period shall be 250,000
Shares.  Throughout  the term of the Plan,  not more than  750,000 of the Shares
allocated  to and  reserved  for  award  under  the  Plan  shall be  awarded  as
Performance Shares or Shares of Restricted Stock.

     (b) Any  Shares  covered by any award or portion of an award made under the
Plan,  which is forfeited,  canceled or expires shall be deemed not to have been
delivered for purposes of determining the maximum number of Shares available for
delivery under the Plan, and the Committee may again award to an existing or new
Participant the Shares so canceled or forfeited.

     (c) The number of Shares  reserved and  available for award under the Plan,
the number of Shares covered by each  outstanding  award, the price per share in
each award and  performance  standards  may all be  appropriately  and equitably
adjusted by the  Committee  for any change in the Common  Stock  resulting  from
stock  dividends,  stock splits,  spin-offs,  combination or exchange of Shares,
reclassification,  reorganization,  merger, consolidation,  recapitalization and
similar matters affecting outstanding Shares. The determination of the Committee
shall be final and  conclusive  in this regard.  No  fractional  Shares shall be
awarded  or issued  under the Plan;  cash may be paid in lieu of any  fractional
Shares in  settlement  of awards.  In the event  Furniture  Brands enters into a
transaction  described in Section 424(a) of the Code with any other corporation,
the Committee shall make awards under the Plan to employees or former  employees
of such corporation in substitution of awards  previously made to them upon such
terms  and  conditions  as  shall  be  necessary  to  qualify  such  award  as a
substitution described in Section 424(a) of the Code.

     (d)  Furniture  Brands  will  allocate  and  reserve in each  fiscal year a
sufficient  number of Shares for issuance upon the exercise of options and Stock
Appreciation  Rights  awarded  under  the Plan.  Furniture  Brands  may,  in its
discretion,  use Shares held in the treasury or authorized  but unissued  Shares
for the Plan.

     5. TIME OF AWARDS.  Any award under this Plan shall be deemed to be made on
the date on which the  Committee  takes formal action with respect to the award,
provided that such award is evidenced by a written  communication  duly executed
on  behalf  of  Furniture  Brands  and  delivered  to the  Participant  within a
reasonable time after the date of the Committee action.
6.   STOCK OPTIONS.

     (a)  Nature of  Awards.  The  Committee  may,  from time to time,  award to
Participants  options to purchase Shares. Any option awarded under the Plan may,
at the  discretion  of the  Committee,  qualify as an incentive  stock option as
defined in Section  422(b) of the Code  ("Incentive  Stock  Option"),  provided,
however,  that outside  directors of Furniture Brands may not receive  Incentive
Stock  Options.  Unless  it is  designated  an  Incentive  Stock  Option  by the
Committee, any option awarded under the Plan shall be non-qualified.  Any option
awarded under the Plan shall be subject to the provisions of this Plan and shall
contain  such  additional  terms  and  conditions,  not  inconsistent  with  the
provisions of the Plan, as the Committee shall deem desirable.

     (b) Option Price.  The Committee  shall determine the exercise price of any
option granted under the Plan, provided however, that except for options awarded
to replace pre-existing  compensation or benefit programs, in no event shall any
options be awarded at less than Fair  Market  Value at the time of grant.  "Fair
Market  Value" for all  purposes  under this Plan shall be the closing  price of
Furniture  Brands'  Common  Stock as  reported  on the New York  Stock  Exchange
Composite Tape for the day in question  ("Closing  Price");  provided,  however,
that,  in the  absence of a Closing  Price,  the  Committee  may adopt any other
comparable  criteria  for the  determination  of  Fair  Market  Value  as it may
determine to be appropriate.

     (c) Payment of Option Prices. The exercise price is to be paid in full upon
the  exercise of the  option,  either (i) in cash,  (ii)  pursuant to a cashless
exercise  process  offered by Furniture  Brands,  (iii) in the discretion of the
Committee,  by the tender either actually or by attestation to Furniture  Brands
of Shares owned by the Participant and registered in the  Participant's  name or
held for the Participant's  benefit by a registered holder, having a Fair Market
Value equal to the aggregate  exercise price of the options being exercised,  or
(iv) in the  discretion  of the  Committee,  by any  combination  of the payment
methods specified in clauses (i), (ii) or (iii) above. Provided, however, that a
Participant  may not tender  Shares in exercise of an Incentive  Stock Option if
the Participant  acquired such Shares through the exercise of an Incentive Stock
Option or an employee  stock purchase plan described in Section 423 of the Code,
unless (i) the  Participant  has held such Shares for at least one (1) year, and
(ii) at least two (2) years have elapsed since the option was awarded.  The cash
proceeds  derived  from the  exercise  of options are to be added to the general
funds of Furniture Brands.

     (d) Taxes. Following exercise of an option, the Participant shall, no later
than the date as of which an amount related to the option exercise first becomes
includable  in the gross  income  of the  Participant  for  federal  income  tax
purposes,  pay  to  Furniture  Brands,  or  make  arrangements  satisfactory  to
Furniture Brands regarding payment of, any federal, state, or local taxes of any
kind  required  by law to be withheld  with  respect to such  amount.  Furniture
Brands  shall have the right at the time of  exercise to deduct such taxes or to
withhold  sufficient Shares to satisfy Furniture Brands'  obligation to withhold
for federal, state and local taxes on such exercise.

     (e)  Limitations   Applicable  to  Incentive  Stock  Options.  The  maximum
aggregate  Fair Market  Value  (determined  at the time an option is awarded) of
Shares  with  respect to which any  Participant  may  exercise  Incentive  Stock
Options  for the  first  time  during  any  calendar  year  (under  all plans of
Furniture Brands and its Subsidiaries)  shall not exceed the amount specified in
Section  422(d)  of the  Code.  If the  provisions  of this  Section  limit  the
exercisability  of certain  Incentive Stock Options which would otherwise become
exercisable  on account of  termination of employment or a Change of Control (as
defined herein), the Committee, in its sole discretion, shall determine the time
at which such Incentive Stock Options become  exercisable so that the provisions
of this Section are not violated.  The Committee may not award  Incentive  Stock
Options to any  individual  who, at the time the option is  awarded,  owns stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of Furniture Brands unless:  (i) the Purchase Price is at least
110% of the Fair Market Value of the Shares subject to the option,  and (ii) the
option states that it is not exercisable  after the expiration of five (5) years
from the date of award.

     (f) Exercise of Options. The Committee shall fix the term of each option at
the time of award,  but no option shall be  exercisable  after the expiration of
ten (10)  years  from the date of award.  Within  such  limit,  options  will be
exercisable  at such  time or  times,  and  subject  to  such  restrictions  and
conditions,  as the Committee shall determine,  at or subsequent to grant, which
restrictions and conditions need not be uniform for all Participants;  provided,
however,  that no option shall be exercisable  before the first anniversary date
of the award; and provided,  further,  that, except as provided in Paragraph (g)
of this Section 6, no option may be exercised  unless the Participant is at that
time a full-time  employee of Furniture Brands or a director of Furniture Brands
and has been so employed or engaged continuously since the date of award.

     (g) Termination of Employment or Service as an Outside Director.

          (1) If a Participant's  employment (or service as an outside director)
     terminates  by reason of  retirement,  that  Participant  may  exercise any
     option at any time within three (3) years after such termination,  but only
     to the extent the  Participant was entitled to exercise at the date of such
     termination, and in any event not after the expiration of the stated period
     of the option;  provided however,  that the Committee may, at or subsequent
     to grant,  establish  such longer or shorter  period as it may determine in
     its discretion, but in any event not longer than five (5) years nor shorter
     than one (1) year after the date of such termination.  For purposes of this
     Plan,  "retirement"  is defined as  termination  of service with  Furniture
     Brands  at or after  attainment  of age 55 with not less  than ten years of
     service.

          (2) If a Participant's  employment (or service as an outside director)
     terminates  by reason of  disability,  that  Participant  may  exercise any
     option at any time within one (1) year after such termination,  but only to
     the extent the  Participant  was  entitled  to exercise at the date of such
     termination, and in any event not after the expiration of the stated period
     of the option. For purposes of this Plan, "disability" means the incapacity
     to attend to and  perform  effectively  one's  duties and  responsibilities
     which continues for at least 26 weeks after its commencement, as determined
     by a physician  selected by Furniture  Brands. A person shall be considered
     disabled  only if he or she  furnishes  such  proof  of  disability  as the
     Committee may require.

          (3) If a Participant's  employment (or service as an outside director)
     terminates  by reason of death while he or she is employed by or serving as
     an outside director of Furniture  Brands,  or within three (3) months after
     termination  of such  employment or service (or one (1) year in the case of
     the  termination of employment or service by reason of disability,  or five
     (5) years in the case of  termination of employment or service by reason of
     retirement), any option held by a Participant may be exercised by a legatee
     or   legatees   under  the   Participant's   last  will,   or  by  personal
     representatives  or  distributees,  at any time  within  one (1) year after
     death, but only to the extent that the Participant was entitled to exercise
     at the date of such death, and in any event not after the expiration of the
     stated period of the option.

          (4) If a Participant's  employment (or service as an outside director)
     terminates for any reason other than retirement,  disability or death, that
     Participant  may  exercise  any option at any time within  three (3) months
     after such termination, but only to the extent the Participant was entitled
     to exercise at the date of such termination, and in any event not after the
     expiration of the stated period of the option.

     (h) Option Repurchase. The Committee may at any time offer to repurchase an
option  (other than an option  which has been held for less than six months by a
Participant  who is subject to Section 16(b) of the  Securities  Exchange Act of
1934)  on such  terms  and  conditions  as the  Committee  shall  establish  and
communicate to the Participant at the time the offer is made.

     (i)  Restrictions  on Shares.  The Committee  may require each  Participant
exercising an option under the Plan to represent to Furniture  Brands in writing
that he/she is not acquiring the Shares with a view to distribution thereof. The
certificates  for such Shares may include any legend which the  Committee  deems
appropriate to reflect any restrictions on transfer. All certificates for Shares
delivered  under the Plan  shall be subject  to such  stock-transfer  orders and
other  restrictions  as the  Committee  may  deem  advisable  under  the  rules,
regulations,  and other requirements of the Securities and Exchange  Commission,
any stock  exchange  upon which the Shares are then listed,  and any  applicable
federal or state  securities law, and the Committee may cause a legend to be put
on any such certificates to make appropriate reference to such restrictions.

     (j) Transferability of Options. Each option awarded under the Plan shall be
non-transferable otherwise than by will or the laws of descent and distribution,
provided, however, that the Committee may, in its sole discretion, authorize all
or a portion of the options granted to a Participant to be on terms which permit
transfer  to: (i) the  spouse,  children  or  grandchildren  of the  Participant
("Immediate  Family Members"),  (ii) a trust or trusts for the exclusive benefit
of Immediate  Family  Members,  (iii) a partnership  in which  Immediate  Family
Members are the only partners,  or (iv) a former spouse  pursuant to a qualified
domestic  relations  order,  provided that  subsequent  transfers of transferred
options  shall  be  prohibited  except  by  will  or the  laws  of  descent  and
distribution.  Following transfer, any such options shall continue to be subject
to the  same  terms  and  conditions  as were  applicable  immediately  prior to
transfer.

7.   STOCK APPRECIATION RIGHTS.

     (a) Tandem Stock  Appreciation  Rights.  (a) The Committee may award Tandem
Stock  Appreciation  Rights  along with the award of any stock  option under the
Plan. A Tandem Stock  Appreciation Right shall be the right of the option holder
to surrender the related stock option and to receive from Furniture  Brands cash
and/or Shares equal to the excess of the Fair Market Value per Share on the date
the Right is exercised  over the exercise  price of the related  option.  Tandem
Stock  Appreciation  Rights may be granted at any time prior to the  exercise or
termination of the related stock options;  provided, however that a Tandem Stock
Appreciation  Right  awarded in relation to an  Incentive  Stock  Option must be
granted concurrently with that Incentive Stock Option. Tandem Stock Appreciation
Rights  may be  exercised  only  (i)  when  the  related  stock  option  is also
exercisable,  (ii) when the Fair Market  Value per Share  exceeds  the  exercise
price of the related  option,  and (iii) by surrender of the related  option for
cancellation.

     (b) Free-Standing  Stock Appreciation  Rights. The Committee may also award
Free-Standing  Stock  Appreciation  Rights. A Free-Standing  Stock  Appreciation
Right shall not relate to any particular option award, but shall be the right of
a Participant to receive from  Furniture  Brands cash and/or Shares equal to the
excess of the Fair  Market  Value  per Share on the date the Right is  exercised
over the "Base Price" established by the Committee at the time of award. Subject
to the same  limitations  as are  included  in  Section  6(c)  with  respect  to
below-market  grants of options,  the Base Price may be equal to or greater than
or less than the Fair  Market  Value per Share on the date of award.  Successive
awards  of  Free-Standing  Stock  Appreciation  Rights  may be made to the  same
Participant  regardless of whether Rights previously  awarded to the Participant
remain unexercised. The Committee shall fix the term of each Free-Standing Stock
Appreciation Right at the time of award, but no Free-Standing Stock Appreciation
Right awarded  hereunder  shall be exercisable  after the expiration of ten (10)
years from the date of award.

     (c) Procedure for Award. Each award of a Stock  Appreciation Right shall be
evidenced by a writing  executed on behalf of Furniture Brands by an officer and
delivered  to  the   Participant,   which  writing  shall   describe  the  Stock
Appreciation Rights,  identify the related stock options (if applicable),  state
that  such  Stock  Appreciation  Rights  are  subject  to all of the  terms  and
conditions  of this Plan,  and  contain  such  other  terms and  conditions  not
inconsistent with this Plan, as the Committee may approve.

     (d) Exercise and Payment.  A Stock Appreciation Right shall be exercised by
the delivery to Furniture  Brands of a written notice which shall state that the
Participant  elects to exercise  his or her Stock  Appreciation  Right as to the
number of Shares  specified in the notice.  In the  discretion of the Committee,
Stock  Appreciation Right award amounts shall be payable in cash or in Shares or
in any combination thereof.

     (e)  Other  Provisions  of Plan  Applicable.  All  provisions  of the  Plan
applicable  to options  awarded  under the Plan shall apply with equal effect to
Stock Appreciation Rights.

8.   PERFORMANCE SHARES.

     (a) Performance Shares;  Performance Period. The Committee may award Shares
covered by the Plan as units representing Performance Shares. Performance Shares
represent the right to receive future payment contingent on both continuation of
service with  Furniture  Brands and the  achievement  of  specified  performance
objectives  which are established at the time of award. No Shares will be issued
at the time of an award of Performance  Shares, but the award will represent the
right to receive payment if the performance objectives are achieved. Performance
objectives  need  not be the  same in  respect  of all  Participants  and may be
established  separately for Furniture  Brands as a whole or for its subsidiaries
or portions thereof. The performance  objectives shall be based upon one or more
of the following criteria:  sales, pre-tax earnings, net earnings,  earnings per
share, earnings per share growth,  operating profit margin, gross profit margin,
cash flow, return on equity, asset management, and total shareholder return. The
performance  objectives  may include or exclude  specified  items of an unusual,
non-recurring  or  extraordinary   nature.  The  performance  period  for  which
achievement  of any  performance  objective  shall be measured shall not be less
than three years. Performance periods may overlap one another, and a Participant
may  simultaneously  hold awards  covering  overlapping  periods with  different
performance goals.

     (b)  Performance  Share Awards.  Performance  Share awards shall be made as
          follows:

     (1)  Performance Programs;  Initial Awards. The Committee may establish one
          or more  performance  programs each with  specified  objectives  and a
          specified performance period.  Participants may be awarded Performance
          Shares in any one or more of the performance programs.

     (2)  Subsequent  Awards.   During  the  term  of  a  performance   program,
          additional  Performance  Shares may be awarded (subject to the maximum
          number of Shares  allocated to and reserved for award under the Plan),
          either  (i)  to  new   Participants   in  the  program,   or  (ii)  if
          circumstances  so  warrant,   to  any  one  or  more  of  the  initial
          Participants in the program.  In respect of such additional awards the
          Committee may make such adjustments  therein as it may deem reasonable
          on account of any lesser period of participation in the program by the
          holder of any subsequent award.

     (3)  Notice of Awards.  Upon the making of any award,  the Committee  shall
          advise the Participant in writing of the number of Performance  Shares
          awarded and of the terms of the award.

     (c)  Performance  Share  Payment.  If the applicable  targeted  performance
objective is met, the  Participant  shall be entitled to receive an amount equal
to the Fair  Market  Value of one  Share  on the date of the  expiration  of the
applicable  performance  period  multiplied by the number of Performance  Shares
held.  At the  time it  establishes  the  targeted  performance  objective,  the
Committee may (i) establish a minimum  performance target below which no payment
will be made,  (ii)  provide for  payment of less than Fair Market  Value if the
minimum performance target is met but the targeted performance  objective is not
achieved;  and/or (iii) provide for payment of greater than Fair Market Value if
the targeted performance  objective is exceeded,  up to a maximum payment of two
times the  targeted  performance  payment.  The  Committee  may provide that any
awards under the Plan earn dividend  equivalents,  and such dividend equivalents
will be credited to a Participant's account.  Payment for Performance Shares may
be in Shares, in cash, in stock equivalent units, or in any combination  thereof
as  determined  by the  Committee,  and any such  payment may be subject to such
terms, conditions or restrictions as the Committee may impose.

     (d) Time of  Payment.  Subject  to the  deferral  provisions  of Section 12
hereof,  distribution  of amounts to which a Participant  is entitled  after the
expiration of a performance  period shall be made as soon as  practicable  after
the holder of the Performance Shares becomes entitled thereto,  unless the terms
of that  award  specify  that  payment of the  Performance  Shares is subject to
specified vesting conditions after attainment of the performance  objective,  in
which case  payment  shall be delayed  until such vesting  conditions  have been
satisfied.

     (e) Conditions to Payments.  In order to be entitled to receive any payment
on Performance  Shares,  a Participant must be in the employ of Furniture Brands
on the  expiration  of the  relevant  performance  period  and  must  have  been
continuously in the employ of Furniture  Brands from the time of the date of the
award.  No vested  interest in any payment  under the  Performance  Shares shall
accrue  during  the  performance  period  and  no  payment  in  respect  of  the
Performance  Shares  shall  be  required  to be  made to any  Participant  whose
employment with Furniture Brands is terminated,  with or without cause, prior to
the time such Participant is entitled to receive a distribution  under the Plan;
provided,  however,  that (i) if a Participant  in the Plan retires prior to the
time such  Participant  is to receive  distribution  on any  Performance  Shares
awarded,  the amount of payment to such  Participant  shall be pro-rated in such
manner as the Committee shall reasonably determine,  and (ii) the Committee,  in
its absolute  discretion,  may provide for such pro-rata or other payment (or no
payment),  as it may  determine to a  Participant  whose  employment  terminates
(other  than by  reason  of  retirement)  prior to the time the  Participant  is
entitled to receive  distribution  of Performance  Shares.  If termination is on
account of death,  the Committee may provide for payment of any  distribution it
authorizes to the Participant's surviving spouse, heirs or estate.

     (f)  Determination  of  Achievement  of  Objectives.  The  Committee  shall
determine  whether  any  performance  objective  of any program has been met. In
making this determination,  the Committee shall apply the accounting results, as
audited at the end of any fiscal year by Furniture Brands' independent certified
accountants,   but  may  adjust  such  results  for  unusual,   nonrecurring  or
extraordinary  items.  When making a Performance  Share  payment,  the Committee
shall  certify  in  writing  the  achievement  of  the  applicable   performance
objectives and the amount of payments to be made to each Participant.

     9.  RESTRICTED  STOCK.  The Committee  may make awards of Restricted  Stock
under the Plan.  Each award of  Restricted  Stock shall  constitute an immediate
transfer of the ownership of Shares to the Participant in  consideration  of the
performance  of services,  entitling each  Participant  to voting,  dividend and
other ownership  rights,  but subject to substantial risk of forfeiture  (within
the  meaning of Section 83 of the Code).  Awards of  Restricted  Stock  shall be
forfeitable  if the  Participant  resigns  or is  discharged  from the employ of
Furniture Brands, with or without cause,  during the restriction  period,  which
shall in no event be less  than  three  years.  The  Restricted  Stock  shall be
forfeitable  on such  other  terms and  conditions  and shall be subject to such
additional  restrictions  as may be specified by the  Committee in the notice of
award. After the date of award, the Committee, in its discretion,  may waive any
of the terms and  conditions  thereof  and may  reduce  the  restriction  period
applicable thereto; provided,  however, that the Committee shall not reduce such
period to less than three years.

     10. OTHER  LONG-TERM  INCENTIVES.  Subject to the maximum  number of Shares
allocated  to and  reserved  for  award  under the Plan,  in  addition  to stock
options,  Stock Appreciation Rights,  Performance Shares and Restricted Stock as
described  herein,  the  Committee  may,  in its sole  discretion,  award  other
equity-based,  long-term incentives under the Plan,  establishing  therefor such
terms and conditions as it may deem appropriate under the circumstances.

     11.   CHANGE  IN   CONTROL.   Any   provision   herein   to  the   contrary
notwithstanding,  in the event of a Change of Control (as defined below) (i) all
options and Stock  Appreciation  Rights  awarded prior to such Change of Control
shall  become  fully  exercisable,  (ii)  Participants  then  holding  awards of
Performance  Shares  shall be entitled to receive  such  Performance  Shares (or
equivalent  value  in  Shares  or in  cash)  free  of any  conditions  as if the
specified  performance  periods  had  elapsed  and  the  performance  objectives
relating  thereto  had been fully  achieved,  and (iii) the  restriction  period
applicable to all Restricted Stock then outstanding  shall be accelerated and be
deemed to be  satisfied  so that the  holders  of such  Restricted  Stock  shall
immediately  hold said Restricted  Stock fully vested and without any continuing
restrictions thereon, excepting, however, such restrictions, if any, as may then
be applicable  under state or federal  securities  laws.  "Change of Control" as
used in this Plan shall mean:

     (a)  The purchase or other  acquisition  (other than from Furniture Brands)
          by any  person,  entity or group of  persons,  within  the  meaning of
          Section 13(d) or 14(d) of the 1934 Act  (excluding,  for this purpose,
          Furniture  Brands or its  subsidiaries or any employee benefit plan of
          Furniture Brands or its subsidiaries), of beneficial ownership (within
          the  meaning  of Rule  13d-3 of the 1934 Act) of 25% or more of either
          the then-outstanding  Shares or the combined voting power of Furniture
          Brands'  then-outstanding voting securities entitled to vote generally
          in the election of directors; or

     (b)  Individuals  who, as of the Effective Date,  constitute the Board (the
          "Incumbent  Board")  cease  for any  reason to  constitute  at least a
          majority of the Board, provided that any person who becomes a director
          subsequent to the  Effective  Date whose  election or  nomination  for
          election by Furniture  Brands'  stockholders was approved by a vote of
          at least a majority of the  directors  then  comprising  the Incumbent
          Board (other than an individual whose initial  assumption of office is
          in connection with an actual or threatened  election  contest relating
          to the election of directors of Furniture  Brands) shall be considered
          as though such person were a member of the Incumbent Board; or

     (c)  Approval  by  the   stockholders   of   Furniture   Brands  of  (i)  a
          reorganization, merger, or consolidation, in each case with respect to
          which  persons  who  were  the   stockholders   of  Furniture   Brands
          immediately  prior to such  reorganization,  merger  or  consolidation
          would not  immediately  thereafter own,  directly or indirectly,  more
          than 50% of the combined  voting power  entitled to vote  generally in
          the election of directors of the  reorganized,  merged or consolidated
          corporation's   then-outstanding   voting   securities,   or   (ii)  a
          liquidation or  dissolution  of Furniture  Brands or (iii) the sale of
          all or substantially all of Furniture Brands' assets.

     12. DEFERRAL.  The Committee may permit  Participants to elect to defer the
issuance of Shares or the settlement of any awards under this Plan in cash under
such  rules  and  procedures  as it may  establish  under  a  separate  deferred
compensation plan.

     13. FOREIGN PARTICIPATION. The Committee may provide for such special terms
for awards to  Participants  who are foreign  nationals,  or who are employed by
Furniture  Brands  outside the United  States of America,  as the  Committee may
consider  necessary or appropriate to accommodate  differences in local law, tax
policy or custom.

     14. AMENDMENT AND TERMINATION.  (a) The Committee may at any time terminate
the Plan or make  such  modifications  of the Plan as it shall  deem  advisable;
provided,  however,  that the Committee may not, without further approval by the
Furniture Brands  stockholders,  make any modifications which (i) would increase
the total  number of Shares  allocated to and reserved for award under the Plan,
or (ii) by applicable  law or rule,  require such  approval.  No  termination or
amendment of the Plan may,  without the consent of the  Participant  to whom any
award  shall  theretofore  have been made,  adversely  affect the rights of such
Participant under such award.

     (b) The  Committee  may  amend  the  terms of any  award  under  the  Plan,
prospectively or retroactively, but no such amendment shall impair the rights of
any Participant without the consent of the Participant, and in no case shall the
terms of any option be amended to reduce the exercise price to a price less than
the Fair Market Value on the original date of grant.

     15. PAYMENTS IN COMMON STOCK;  SOURCE OF SHARES. (a) It is anticipated that
any Shares delivered  pursuant to the terms of the Plan will be Treasury Shares.
The Committee,  however,  may instead utilize  authorized but unissued Shares or
may  purchase  Shares on the open market;  and,  subject to the approval of this
Plan by the  stockholders  of  Furniture  Brands,  the  Board  and  officers  of
Furniture  Brands are  authorized  to take such  action as may be  necessary  to
provide for the  issuance of any or all of the Shares  which may be necessary to
satisfy Furniture Brands' obligations under the Plan and to cause said Shares to
be listed  on the New York and any other  stock  exchanges  on which the  Common
Stock may at such time be listed.

     (b) Shares  delivered to  Participants  under the Plan in  satisfaction  of
Performance  Share rights,  and other Incentive  Shares after the release of any
conditions  applicable  thereto may nonetheless  thereafter be restricted  stock
under the Securities Act of 1933, as presently amended, (the "1933 Act") and the
certificates for such Shares may have a legend imprinted thereon restricting the
resale,  hypothecation or further transfer of said Shares except in a registered
offering or pursuant to an available exemption from registration.

     16.  EFFECTIVE DATE; TERM. (a) The Plan will become effective upon adoption
by the  Board of  Directors  of  Furniture  Brands  on  January  29,  1999  (the
"Effective  Date"),  subject  to  approval  of the Plan by the  stockholders  of
Furniture  Brands within twelve (12) months of such date.  Awards under the Plan
may be made before such stockholder  approval (but may not be exercisable before
such approval),  and if such approval is not obtained, this Plan and such awards
shall be void and of no force or effect.

     (b) The Plan shall  terminate ten (10) years after the Effective  Date, and
no awards  shall be made under the Plan after the  expiration  of such  ten-year
period.  During the term of the Plan, awards may be made with terms,  conditions
or restrictions extending beyond the end of the term of the Plan. Conditions and
restrictions  in  respect of awards  made under the Plan  during the term of the
Plan shall continue in effect after the termination of the Plan until they shall
be satisfied or forfeited in accordance with their terms.

     17.  SEPARABILITY OF PROVISIONS.  With respect to  Participants  subject to
Section  16 of the 1934  Act,  this  Plan and  transactions  under  the Plan are
intended to comply with all  applicable  provisions of Rule 16b-3 under the 1934
Act or its successors. To the extent that any provision of the Plan or action of
the Committee fails to so comply, it shall be deemed null and void to the extent
permitted  by law and  deemed  advisable  by the  Committee,  and the  validity,
legality and enforceability of the remaining provisions of the Plan shall not be
in any way affected or impaired thereby.  To the extent  permissible by law, any
provision  which  could  be  deemed  null  and void  shall  first be  construed,
interpreted  or revised  retroactively  to permit this Plan to be  construed  in
compliance with all applicable laws so as to foster the intent of the Plan

     18.  GOVERNING  LAW.  To the  extent  that  federal  laws do not  otherwise
control, the Plan shall be construed in accordance with and governed by the laws
of the State of Delaware.

     Adopted by the Board of  Directors  on January 29, 1999
        and approved by the stockholders on April 29, 1999.
     Amended by the Board of Directors on January 24, 2002
        and approved by the stockholders on April 25, 2002.
Exhibit 5

                               September 26, 2002

Furniture Brands International, Inc.
101 South Hanley Road
St. Louis, MO  63105

Gentlemen:

     I am General Counsel of Furniture Brands  International,  Inc. (hereinafter
called the  "Corporation")  and am familiar with the  Registration  Statement on
Form S-8 being filed today by the  Corporation  with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, (the "Act") covering the registration of 2,700,000 additional shares
of its Common  Stock,  stated  value $1.00 per share,  of the  Corporation  (the
"Common  Stock") which have been  authorized  for issuance  pursuant to the 1999
Long-Term  Incentive  Plan,  as amended,  (hereinafter  referred to as the "1999
Plan").

     I am familiar with the Corporation's Restated Certificate of Incorporation,
as  amended,   its  corporate  history  and  the  proceedings  relative  to  the
authorization  and  issuance of its  outstanding  Common  Stock  pursuant to the
exercise of options and the issuance of Stock Appreciation  Rights,  Performance
Shares and Restricted  Stock under the above 1999 Plan, and I have examined such
documents, records and matters of law as I have deemed necessary for purposes of
this opinion.

     Based upon the  foregoing,  it is my opinion  that (a) when the  applicable
provisions  of the  Act  and  such  "Blue  Sky"  or  securities  laws  as may be
applicable  shall have been complied with and (b) when issued in accordance with
the terms of the options and 1999 Plan,  the Common Stock so issued will be duly
authorized, validly issued, fully paid and nonassessable.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration  Statement.  In giving this consent I do not admit that I am within
the category of persons whose consent is required by Section 7 of the Act or the
rules and regulations promulgated thereunder.

                                          Very truly yours,

                                          /s/  Jerry Lybarger
                                               Jerry Lybarger
                                               General Counsel
Exhibit 23(a)

                          Independent Auditor's Consent

The Board of Directors
Furniture Brands International, Inc:

We consent to incorporation  by reference in the registration  statement on Form
S-8 of Furniture  Brands  International,  Inc. of our report  dated  January 24,
2002,   relating  to  the  consolidated   balance  sheets  of  Furniture  Brands
International,  Inc.  and  subsidiaries  as of December  31, 2001 and 2000,  and
related consolidated  statements of operations,  shareholders'  equity, and cash
flows and related schedule for each of the years in the three-year  period ended
December 31, 2001 which report appears in the December 31, 2001 annual report on
Form 10-K of Furniture Brands International, Inc.

KPMG LLP

St. Louis, Missouri
September 26, 2002
Exhibit 24

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Lynn Chipperfield and Robert L. Kaintz, or either
of them, as his or her agent and attorney-in-fact, in his or her name to execute
on behalf of the  undersigned a  Registration  Statement on Form S-8 to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended,  in connection with the registration under said Act of shares of Common
Stock of Furniture  Brands  International,  Inc.  (the  "Company")  to be issued
pursuant to grants made under the 1999 Long-Term Incentive Plan, as amended, the
authority  herein given to include  execution of  amendments to any part of such
Registration  Statement and generally to do and perform all things  necessary to
be  done in the  premises  as  fully  and  effectively  in all  respects  as the
undersigned could do if personally present.

     IN  WITNESS   WHEREOF,   this  Power  of  Attorney  has  been  executed  in
counterparts by individuals in the capacities listed below as of the 26th day of
September, 2002:
/s/        W. G. Holliman
------------------------------------------------
         W. G. Holliman

       /s/        Katherine Button Bell
------------------------------------------------
         Katherine Button Bell

      /s/         Bruce A. Karsh
------------------------------------------------
         Bruce A. Karsh

       /s/        Donald E. Lasater
------------------------------------------------
         Donald E. Lasater

       /s/        Lee M. Liberman
------------------------------------------------
         Lee M. Liberman

       /s/        Richard B. Loynd
------------------------------------------------
         Richard B. Loynd

        /s/       Albert E. Suter
------------------------------------------------
         Albert E. Sutter