SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
    
                                   FORM 10-K/A
                                (Amendment No. 1)
                                       to 
    
                ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) of
                      THE SECURITIES EXCHANGE ACT OF 1934
    
    For the fiscal year ended April 30, 1994 - Commission File No. 1-9656
    
    
                             LA-Z-BOY CHAIR COMPANY
            (Exact name of registrant as specified in its charter)
    
              MICHIGAN                                 38-0751137
    (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)                Identification No.)
    
    1284 N. Telegraph Road, Monroe, Michigan                48161
    (Address of principal executive offices)              (Zip Code)
    Registrant's Telephone Number - Area Code (313) 242-1444
    Securities registered pursuant to Section 12(b) of the Act:  None
    Securities registered pursuant to Section 12(g) of the Act:  
    
                         COMMON SHARES, $1.00 Par Value  
                                (Title of Class)      
    
         Indicate by check mark if disclosure of delinquent filers pursuant to
    Item 405 of Regulation S-K is not contained herein, and will not be
    contained, to the best of registrant's knowledge, in definitive proxy
    or information statements incorporated by reference in Part III of this
    Form 10-K or any amendment to this Form 10-K.    X 
                                                   -----
    
         Indicate by check mark whether the registrant (1) has filed all
    reports required to be filed by Section 13 or 15(d) of the Securities
    Exchange Act of 1934 during the preceding 12 months, and (2) has been
    subject to such filing requirements for the past 90 days.           
                         Yes   X                  No
                             -----                    -----
         State the aggregate market value of the voting stock held by
    nonaffiliates of the registrant as of June 17, 1994.
    
                  Common Shares, $1.00 Par Value - $533,081,370
    
         Indicate the number of shares outstanding of each of the issuer's
    classes of common stock, as of the latest practicable date.
    
                Class                      Outstanding at June 17, 1994
    Common Shares, $1.00 Par Value                  18,303,223
    
    Documents Incorporated By Reference:
       
         Portions of the 1994 Annual Report to Shareholders for the year ended 
April 30, 1994 are incorporated by reference into Part I.

         Portions of the Annual Proxy Statement filed with the Securities and
    Exchange Commission on June 24, 1994 are incorporated by reference into
    Part III.
    

    
    
   
Part I items 1-3 Part II items 5-8, Part III items 10-13 and Part IV item 14 
are amended in their entirety, and a new section of Part I is added as set 
forth below.
    
    


                                     PART I
    
    Item 1. Business
       
         The information required in Part I, Item 1, sections (a), (b) is
    contained in the Registrant's 1994 Annual Report to Shareholders,  
    pages 1 thru 7, and is incorporated herein by reference.
       
    
    (c)(1)(i) Principal Products
       
         The Registrant operates in the furniture industry and as such does
    not have differing segments. "Residential" dealers are those who resell
    to individuals for their home use. "Contract" seating and casegood
    products are sold to commercial dealers.  Additional information
    regarding products and market share data is contained in the
    Registrant's 1994 Financial Report and Other Information, as shown in 
    Exhibit I page 22, and is incorporated herein by reference.
    
 
   (c)(1)(ii) Status of New Products or Segments
    
        There were not any major new products or segments during the 1994 
     fiscal year.
    
    
    (c)(1)(iii) Raw Materials 
    
        The principal raw materials used by the Registrant in the
    manufacture of its products are hardwoods for solid wood dining room
    and bedroom furniture, casegoods, occasional tables and for the frame
    components of seating units; plywood and chipwood for internal parts; 
    veneers for dining room furniture, wall units, and occasional tables;
    water-based and liquid finishes (stains, sealants, lacquers) for
    external wood; steel for the mechanisms; leather, cotton, wool,
    synthetic and vinyl fabrics for covers; and polyester batting and
    non-chlorofluorocarbonated polyurethane foam for cushioning. Steel and
    wood products are generally purchased from a number of sources, usually
    in the vicinity of the particular plant, and product-covering fabrics
    and polyurethane are purchased from a substantial number of sources on
    a centralized basis.  The Registrant fabricates the majority of the
    parts in its products, largely because quality parts made to its exact
    specifications are not obtainable at reasonable cost from outside
    sources.
         Raw materials costs historically have been about 35 percent of net
    sales in the upholstery operations and a somewhat higher percentage in
    the casegoods operations. Purchased fabric (which includes leather) is 
    the largest single raw material cost representing about 40 percent of total 


                                   1
                                   
    upholstery product material costs. Polyurethane (poly) foam for cushions 
    and padding and lumber are the next two largest types of upholstery raw 
    material costs.  Both fabric and poly are highly sensitive to changes in 
    the price of oil. Price increases for raw materials excluding lumber have
    kept pace with the inflation rate in recent years and are expected to 
    continue to do so. Lumber prices have increased during the past year by 
    about 10 to 20 percent, depending on the species of lumber.

        Lumber, like most commodities, historically has had sharp changes in 
    prices over the short term and long term.  The Registrant is usually not as 
    affected by these changes as much as other furniture manufacturers due to
    the large percentage of upholstered goods manufactured that do not require
    as much lumber as casegoods.  Also, wood substitutes, (e.g. steel, plastic)
    can be used to some degree in upholstered products.   


    (c)(1)(iv) Patents, Licenses and Franchises or Concessions 
    
         The Registrant has a number of patents on its reclining chair and
    rocking chair  mechanisms which it believes were important to the early
    success of the Registrant and  to its present competitive position.  It
    believes, however, that since it is so firmly established in the
    industry, the loss of any single or small group of patents would not
    now materially or adversely affect the Registrant's business.  The 
    Registrant has no material licenses, franchises or concessions.
    

    (c)(1)(v) Seasonal Business
    
         The Registrant generally experiences its lowest level of sales
    during the first quarter.  When possible, the scheduling of production
    is designed to maintain generally uniform manufacturing activity
    throughout the year, except for mid summer plant shutdowns to coincide 
    with slower sales.
    

    (c)(1)(vi) Practices Regarding Working Capital Items
    
         The Registrant does not carry significant amounts of upholstered
    finished goods inventory to meet rapid delivery requirements of
    customers or to assure itself of a continuous allotment of goods from
    suppliers.  Normal customer terms provide for one payment due within 45
    days with a 1 percent discount within 30 days (one installment, 1
    percent discount 30 net 45).
    
         Most casegoods finished goods inventories are built to provide for
    quicker delivery requirements of customers without installment credit
    terms therefore, resulting in higher levels of finished product on hand
    at any period in time than the upholstered products.  Kincaid and
    Hammary divisions primarily sell casegood products. Casegoods are also
    sold through the Contract Division.
    
                                     2    

    (c)(1)(vii) Customers
    
         The Registrant distributes to over 12,000 locations.  The
    Registrant does not have any customer whose sales amount to 10 percent
    or more of the Registrant's consolidated sales.  The Registrant's
    approximate dealer mix consists of 39 percent  proprietary, 15 percent 
    to major dealers (Montgomery Ward and other department stores) and
    46 percent to general dealers.
          Proprietary stores consist of stores dedicated to the sale of 
    La-Z-Boy products and in-store dedicated galleries.  The dedicated stores
    include La-Z-Boy Furniture Galleries stores and Showcase Shoppes.  In- 
    store dedicated galleries have been established for each of the Company's
    divisions.

    (c)(1)(viii) Orders and Backlog
    
         It has been determined that the majority of the Registrant's
    Residential Division orders were for dealer stock, with approximately 35
    percent of orders being requested directly  by customers.  Furthermore, 
    about 20 percent of units produced at all divisions were built for the
    Registrant's inventory.  The remainder were "built-to-order" for dealers.  
    
         As of July 2, 1994, backlogs were approximately $73 million compared 
    to approximately $77 million on June 26, 1993.  This represents less than
    six weeks of sales.  On average, orders are shipped in approximately five
    weeks.  Any measure of backlog at a point in time may not be indicative of  
    future sales performance.  The Registrant does not rely on backlogs to 
    predict future sales since the sales cycle is only five weeks and backlog
    can change a lot from week to week.

         The decrease in backlogs from 1993 to 1994 can be attributed largely
    to the unusually high backlog of orders at the end of 1993.  At that time 
    the furniture industry was emerging from a four year recession and the
    Registrant had just introduced many new products, such as the American
    Home Collection.
    
         The cancellation policy for La-Z-Boy Chair Company, in general,
    is that an order  cannot be cancelled after it has been put into
    production.  Orders from prebuilt stock though, may be cancelled up to the 
    time of shipment.       
    
    
    (c)(1)(ix) Renegotiation Contracts
    
         The Registrant does not have any material portion of business
    which may be subject to renegotiation of profits or termination of
    contracts or subcontracts at the election of the Government.
    
    
    (c)(1)(x) Competitive Conditions
    
                                    3


         The Registrant believes that it ranks third in the U.S. in dollar
    volume of  sales within the Residential furniture industry, which
    includes manufacturers of bedroom, dining room and living room
    furniture.  Based on the most accurate statistics available, the
    Registrant believes that it is the largest manufacturer of upholstered 
    products and solid wood bedroom/dining room products in the United
    States.
    
         The Registrant competes primarily by emphasis on quality of its
    products, dealer  support and a lifetime warranty on the reclining and
    legrest mechanisms.
    
         The Registrant has approximately fifteen major competitors in the
    reclining or motion chair field and a substantially larger number of
    competitors in the upholstery business as a whole and in the Casegoods
    and Contract businesses.
    
         The Registrant's best U.S. market share information (in dollars,
    not units)  indicates that it has about 30 to 35 percent of the
    recliner market, above 8 percent of  the residential upholstery market,
    and less than 2 percent of the residential  casegoods market.  These
    market shares have been increasing slightly over the last three years 
    in most lines.

    (c)(1)(xi)  Research & Development

         The Registrant spent $6.4 million in fiscal 1994 for new product
    development,  existing product improvement, quality control,
    improvement of current manufacturing  operations and research into the
    use of new materials in the construction of its products.  The
    Registrant spent $6.2 million in fiscal 1993 on such activities and 
    $5.5 million on such activities in fiscal 1992.  The Registrant's
    customers do not engage in research with respect to the Registrant's
    products.
    
    
     (c)(1)(xii) Compliance with Environmental Regulations
       
     The Registrant has been identified as a Potentially Responsible Party
     ("PRP") at two clean-up sites:  Organic Chemical and Seaboard Chemical 
     Company.  At each site, the Company has been identified as a de minimus 
     contributor and volumetric assessments indicate that the Company's 
     contributions to each site have been less than .1% of the total.  Each 
     site has either completed or has begun the Phase I cleanup and the total 
     cleanup costs expected to be incurred at each site have been estimated.  
     The Company is also participating with a number of other companies in the 
     voluntary RCRA closure of the Caldwell Systems site.  The Company's
     volumetric assessment at this site is in the 1% range.  The steering
     committee responsible for negotiating the cleanup plan with the EPA has
     recently reinitiated its negotiations in anticipation of initial cleanup


                                       4


     activities.  Estimates of the cleanup costs at the Caldwell site are
     also available.  The number of PRP's and voluntary participants at the 
     three sites range from 182 to in excess of 1,750.  Based on a review of 
     the number, composition and financial stability of the PRP's and voluntary
     participants at each site, along with cleanup cost estimates available, 
     management does not believe that any significant risk exists that the 
     Company will be required to incur total costs in excess of $100,000 at 
     any of the sites.  At April 30, 1994, a total of $300,000 has been accrued
     with respect to these three sites. 
        
    
         The Registrant's current environmental compliance concerns are focused
    on new regulations for Storm Water Pollution Prevention and the 1990
    Clean Air Act Amendments.  The Registrant has participated in a group storm
    water permit program sponsored by its trade association (American
    Furniture Manufacturers Association - AFMA); has contracted with a
    consulting firm to provide assistance to its plants with the
    development of Storm Water Pollution Prevention Plans; and has
    contracted with another firm to conduct detailed air emission
    inventories and assist in the preparation of timely and complete
    operating permits for Clean Air Act compliance.  The Registrant feels that
    compliance with these issues is important for maintaining its ongoing
    operations and competitive position.  The Registrant does not anticipate
    that this compliance effort will have a significant effect on capital 
    expenditures, earnings or competitive position.
    

    (c)(1)(xiii) Number of Employees 
    
         The Registrant and its subsidiaries employed 9,370 persons as of
    April 30, 1994 and 8,724 persons as of April 24, 1993.
    

    (d)  Financial Information about Foreign and Domestic Operations and 
         Export Sales.
    
         The Registrant does not make any material amount of sales of
    upholstered furniture to foreign customers.  The Registrant sells
    upholstered furniture to Canadian customers through its Canadian
    subsidiary, La-Z-Boy Canada Limited.
    
         The Registrant also derives an insignificant amount of royalty
    revenues from the sale and licensing of its trademarks, tradenames and
    patents to certain foreign manufacturers. 
    
         Export sales are increasing, but no specific sales objectives have 
    been set at this time.
   



                                      5

    
    Item 2. Properties

       
         In the United States, the Registrant operates twenty-three
    manufacturing plants (most with warehousing space), has an automated
    fabric processing center and divisional and corporate offices.  The
    Registrant has one manufacturing plant in Canada.  Some locations listed
    below have more than one plant.
        

    
         The location of these plants, the approximate floor space,
    principal operations conducted and the approximate number of employees
    at such locations as of April 30, 1994 are as follows:
    
    
                  Floor Space                                     Number of
    Location     (square feet)  Operations Conducted     Details  Employees
    --------     -------------  ---------------------    -------  ---------
    Monroe,            233,900  Corporate offices            (1)      476
    Michigan
    
    Newton,            628,175  Manufacture, assembly,       (2)    1,136
    Mississippi                 leather cutting and
                                warehousing of upholstery
    
    Redlands,          189,125  Upholstering, assembly       (3)      267
    California                  and warehousing of
                                upholstery
    
    Florence,          414,920  Manufacture, assembly        (4)      449
    South Carolina              and warehousing of
                                upholstery
    
    Florence,           48,400  Fabric processing            (5)       17
    South Carolina              center                  
    
    Neosho,            560,640  Manufacture, assembly        (6)    1,105
    Missouri                    and warehousing of
                                upholstery
    
    Dayton,            909,320  Manufacture, assembly        (7)    1,808
    Tennessee                   and warehousing of
                                upholstery
    

    Siloam Springs,    200,910  Manufacture and              (8)      296
    Arkansas                    assembly of upholstery



                                6


                   Floor Space                                     Number of
    Location      (square feet)  Operations Conducted     Details  Employees
    ------------  ------------  ----------------------   --------- ---------    
    Tremonton,         672,770  Manufacture, assembly        (9)      839
    Utah                        and warehousing of
                                upholstery
    
    Leland,            311,990  Manufacture, assembly and   (10)      413
    Mississippi                 warehousing of Contract
                                casegoods and upholstery
    
    Waterloo,          257,340  Manufacture, assembly,      (11)      412
    Ontario                     and warehousing of
                                upholstery
    
    Lincolnton,        373,830  Manufacture and             (12)      393
    North Carolina              assembly of upholstery
    
    Grand Rapids,      440,000  Manufacture and assembly    (13)      117
    Michigan                    of Contract office 
                                furniture/systems
    
    Lenoir area        554,770  Manufacture, assembly and   (14)      467
    (Hammary),                  warehousing of primarily 
    North Carolina              Casegoods and some                      
                                upholstered products
    
    Hudson area      1,045,050  Manufacture, assembly,      (15)    1,175
    (Kincaid),                  and warehousing of
    North Carolina              Casegoods
                     ---------                                      -----    
                     6,841,140                                      9,370

       (1)   On December 1, 1974, the Registrant purchased from Floral City
             Furniture Company a 15,700 square foot showroom adjacent to
             the Registrant's Home Office and a plant on Telegraph Road in
             Monroe, Michigan.  This facility was constructed in 1935 and
             expanded in 1970 to a total square footage of 215,200.  It was
             brought to its present size by an addition of 18,700 square
             feet in 1990.
    
       (2)   Originally built in 1961 with 274,200 square feet of space and
             includes: 190,000 square foot addition started during 1986,
             4,000 square feet added in 1990, 19,100 square feet
             constructed in 1991 and 13,510 square feet added in 1992.  In
             1992, an 82,500 square foot woodworking facility was
             constructed.  During 1993, the manufacturing and warehouse
             buildings were expanded a total of 43,200 square feet. In
             1994, a chiller building and a conveyor pit were constructed.


                                     7


       (3)   The original building of 158,670 square feet was constructed 
             in 1967.  A 21,200 square foot warehouse addition was completed
             in 1987 and a 9,255 square foot warehouse addition was completed
             in 1992.
    
       (4)   244,085 and 67,680 square feet represent additions constructed
             in 1969 and 1973. In 1994, a 7,020 square foot batting storage
             building was completed.  The balance represents a building
             constructed prior to 1930 and purchased in 1966.   
    
       (5)   The original building of 24,900 square feet was completed in
             1975.  The Registrant completed construction of a 23,500
             square foot addition to the Fabric Processing Center in 1980.
    
       (6)   This facility includes a 130,000 square foot addition completed in
             1979, two dry kilns constructed in 1985 at a total square
             footage of 4,300, a 72,000 square foot manufacturing addition 
             completed in 1987 and in addition made in 1990 of 25,000 square 
             feet.  During 1993 a 37,500 square foot metal stamping room was 
             added.  The balance of 291,840 represents the original building 
             which was constructed in 1969.
    
       (7)   The original building of 320,420 square feet was constructed
             in 1973. Additions include: a 48,800 square foot warehouse
             addition completed in 1982, 195,000 square feet started during
             1986, 68,700 square feet added in 1990, a major upholstery
             plant of 274,600 square feet added in 1991, and an 1,800
             square foot storage building completed in 1992.
    
       (8)   Includes 24,595 square feet from an addition constructed in
             1973, 74,000 square feet represents an addition constructed in
             1985, 11,310 square feet were added in 1986 and the balance
             represents a building constructed in 1943 and purchased in
             1973.
    
       (9)   The original building of 220,400 square feet was constructed in
             1979.  Additions include a 60,000 square foot warehouse addition
             completed in 1982, a 121,960 square foot addition completed in
             1984, 62,500 square feet of expansion during 1989 and an
             upholstery plant addition of 207,910 square feet in 1991.
    
      (10)   In 1985, the Registrant acquired the net assets of Dillingham
             Manufacturing Company, Inc., which included a 153,500 square
             foot manufacturing plant located in Leland, Mississippi.  This
             building was originally constructed in 1959 and 1970. There
             was a 153,035 square foot expansion done during 1990. In 1992,
             a 7,300 square foot office addition was completed on the site
             of the previous office and in 1993, a 1,450 square foot
             maintenance shop was added.


                                      8

    
      (11)   As of February 28, 1979, the Registrant acquired the net
             assets of Deluxe Upholstering Limited from the Molson
             Companies Limited, which included a 124,300 square foot
             manufacturing plant located in Waterloo, Ontario, Canada.  In
             1985, the Registrant relocated its manufacturing plant in
             Waterloo, to an existing facility of 209,820 square feet
             within the same city and expanded it to its present size in
             1989.

      (12)   In 1986, the net assets of Burris Industries were acquired,
             which included a 373,830 square foot manufacturing plant
             located in Lincolnton, North Carolina. The building parts were
             constructed in 1963, 1965, 1969 and 1974.
    
      (13)   In 1986, the net assets of RoseJohnson Incorporated were
             acquired, which included a three building total of 440,000
             square feet located in Grand Rapids, Michigan.  Two of the
             buildings were constructed in the early 1900's. Of the two 
             buildings, one building contains 185,000 total square feet, while
             the other building contains 145,000 square feet.  The third 
             building, consisting of 110,000 square feet, was completed in 1960.
    
      (14)   In 1986, the operating assets of Hammary Furniture Company
             were acquired, which included three manufacturing facilities:
             one built in 1946 consisting of 136,500 square feet located in
             Lenoir, North Carolina; another constructed in 1968 with
             341,580 square feet, including a warehouse of 141,000 built in
             1990, located in Granite Falls, North Carolina; and a third
             facility in Sawmills, North Carolina, built in 1963 consisting
             of 75,000 square feet.  During 1993, a 4,000 square foot dry
             lumber storage building was built to replace a 2,310 square
             foot building that was torn down.
    
      (15)   In 1988, the net assets of Kincaid Furniture Company were
             acquired, which included 730,000 square feet in six
             manufacturing locations within North Carolina. A 237,500
             square foot warehouse addition was completed in 1991 and a
             5,000 square foot boiler building was added in 1993.  During
             1994, the completion of the following additions expanded
             Kincaid by 72,550 square feet:  a cafeteria, a rough mill
             building, a dry shed building, and a finishing room.
    
    The Monroe, Michigan; Redlands, California; Dayton, Tennessee; Siloam
    Springs, Arkansas; Waterloo, Ontario, Canada; Lincolnton, North
    Carolina; Grand Rapids, Michigan; Lenoir, North Carolina; Hudson, North
    Carolina and Newton, Mississippi woodworking facility plants are owned
    in fee by the Registrant. The Florence, South Carolina; Neosho,
    Missouri; Newton, Mississippi and Tremonton, Utah plants as well as the
    automated Fabric Processing Center were financed by the issuance of
    industrial revenue bonds and are occupied under long-term leases with

                                   9


    government authorities.  The Leland, Mississippi plant is under a long
    term lease between the Board of Supervisors of Washington County,
    Mississippi (lessor) and La-Z-Boy Chair Company (lessee).  These leases
    are capitalized on the Registrant's books.  The Registrant believes
    that its plants are well maintained, in good operating condition and
    will be adequate to meet its present and near future business
    requirements.  The average age of the Registrants' properties is 25
    years.
    


    
    Item 3.  Legal Proceedings                                      
       
         Information relating to certain legal proceedings (Note 9 of the
    Consolidated Financial Statements in the Registrant's 1994 Financial
    Report and Other Information, as shown in Exhibit I page 17) is 
    incorporated herein by reference.
        
   
Executive Officers of the Registrant 

Listed below is the information required for the Executive Officers of the 
Company
    
   
Name                     Age             Business Experience
Charles T. Knabusch      54   Chairman of the Board and President of the
                                Company for more than five years.
Edwin J. Shoemaker       87   Vice Chairman of the Board and Executive 
                                 Vice President of Engineering for more
                                 than five years.
Frederick H. Jackson     66   Vice President Finance for more than five years.
Patrick H. Norton        72   Senior Vice President, Sales and Marketing for
                                 more than five years.
Charles W. Nocella       62   Vice President of Manufacturing for more than 
                                 five years.
Gene M. Hardy            57   Secretary and Treasurer of the Company for more
                                 than five years.
    
    
    PART II
   
         The information required in Part II (Items 5 thru 8) is contained
    in the La-Z-Boy Chair Company's 1994 Financial Report and Other Information,
    Exhibit I pages 1 thru 17 and 24 through 35, and is incorporated herein by
    reference.  
    
       
    Item 9 is not applicable.
        

                                    10

    
    PART III
       
         For information concerning the Company's Executive Officers required 
    by Regulation S-K 401(b), see "Executive Officers of the Registrant" 
    above.  All other information required in Part III (Items 10 thru 13) is
    contained in the Registrant's proxy statement dated June 24, 1994, on 
    pages 1 thru 14, and is incorporated herein by reference.
        

    PART IV
    
    Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
    

       
    (a)  Index to Financial Statements

    (1)  Financial Statements:
                                                             Page in Exhibit I
         Report of Independent Accountants . . . . . . . . . .     2
         Consolidated Statements of Income for the
          three years ended April 30, 1994 . . . . . . . . . .     3
         Consolidated Balance Sheets at April 30, 1994 
          and April 24, 1993 . . . . . . . . . . . . . . . . .     4
         Consolidated Statements of Cash Flows for the
          three years ended April 30, 1994 . . . . . . . . . .     6
         Consolidated Statements of Changes in Share-
          holders' Equity for the three years ended
          April 30, 1994 . . . . . . . . . . . . . . . . . . .     8
         Notes to Consolidated Financial Statements  . . . . .     9

    (2)  Financial Statement Schedules:
         
         For the three years ended April 30, 1994  
         V    Property, Plant and Equipment  . . . . . . . . .    18
         VI   Accumulated Depreciation, Depletion and Amorti-
               zation of Property, Plant and Equipment . . . .    20
         VIII Valuation and Qualifying Accounts  . . . . . . .    22
         IX   Supplementary Income Statement Information . . .    23

All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
    
    (3)  Exhibits
    
         I.   1994 Financial Report and Other Information (filed with this 
              amendment)
        


                                  11


   
         II.  Pages 1-7 of the Registrant's Annual Report to Shareholders
              (previously filed as an exhibit to this report on Form 10-K).
    
       
         III. Articles of Incorporation filed on Form 10-K dated July 20, 
              1993 (Commission File No. 1-9656) is incorporated herein by 
              reference.
    
            
         IV.  By-laws filed on Form 10-K dated July 20, 1993 (Commission File 
              No. 1-9656) is incorporated herein by reference.    
    
   
         V.   Form of certificate for Common Stock $1.00 par value (filed 
              as an exhibit to registrant's Form S-8 Registration Statement 
              (Commission File No. 33-50318) and incorporated herein by 
              reference).
    
   
       * VI.  La-Z-Boy Chair Company 1993 Performance-Based Stock plan (filed 
              as Exhibit A to registrant's proxy statement dated June 25, 1993 
              (Commission File No. 1-9656) and incorporated herein by 
              reference).
    
   
       * VII. La-Z-Boy Chair Company Restricted Stock Plan for Non-Employee 
              Directors (filed as Exhibit B to registrant's proxy statement 
              dated July 6, 1989 (Commission File No. 1-9656) and incorporated 
              herein by reference).
    
   
        *VIII.La-Z-Boy Chair Company Executive Incentive Compensation Plan 
              Description (filed as an exhibit to registrant's Current Report 
              on Form 8-K dated February 6, 1995 (Commission File No. 1-9656) 
              and incorporated herein by reference).
    
   
        *IX.  La-Z-Boy Chair Company Supplemental Executive Retirement Plan 
             dated May 1, 1991 (filed as an exhibit to registrant's Current
             Report on Form 8-K dated February 6, 1995 (Commission File No. 
             1-9656) and incorporated herein by reference).
    
   
        *X.  La-Z-Boy Chair Company 1986 Restricted Share Plan (filed as an 
             exhibit to registrant's proxy statement dated June 26, 1986 
             (Commission File No. 1-9656) and incorporated herein by reference).
    




                                   12


   
        *XI. La-Z-Boy Chair Company Amended and Restated 1989 Restricted Share
             Plan filed as Exhibit A to registrant's proxy statement dated 
             July 6, 1989 (Commission File No. 1-9656) and incorporated herein 
             by reference).
    
   
        *XII.La-Z-Boy Chair Company 1986 Incentive Stock Option Plan (filed 
             as Exhibit B to registrant's proxy statement dated June 26, 1986 
             (Commission File No. 1-9656) and incorporated herein by 
             reference).
    
   
        *XIII.Form of Change in Control Agreement, accompanied by list of 
              employees party thereto (filed as an exhibit to registrant's 
              Current Report on Form 8-K dated February 6, 1995 (Commission
              File No. 1-9656) and incorporated herein by reference).
    
   
        *XIV. Form of Indemnification Agreement and list of Registrant's 
              directors who are parties thereto (filed as an exhibit to Form 8, 
              Amendment No. 1 dated November 3, 1989 (Commission File No. 
              1-9656) and incorporated herein by reference).
    
   
         XV.  Agreement and Plan of Merger with Kincaid Furniture Company, 
              Incorporated (filed as Exhibit (c) to registrant's Schedule 14D-1
              dated December 18, 1987 (Commission File No. S-36021) and 
              incorporated herein by reference).
    
   
         XVI. Revolving Credit and Term Loan Agreement dated as of April 22, 
              1988 (filed as an exhibit to registrant's Form 8, Amendment No. 1
              dated November 3, 1989 (Commission File No. 1-9656) and 
              incorporated herein by reference).
    
   
         XVII.Fixed Rate Term Loan Agreement dated as of April 22, 1988 (filed 
              as an exhibit to registrant's Form 8, Amendment No. 1 dated 
              November 3, 1989 (Commission File No. 1-9656) and incorporated 
              herein by reference).
    
   
        XVIII.La-Z-Boy Chair Company 1979 Key Employee Stock Option Plan (filed
              as an exhibit to Form S-8 Registration Statement effective 
              February 15, 1980 (Commission File No. 2-66510) and incorporated 
              herein by reference).
    



                                    13


   
        XIX.  List of subsidiaries of La-Z-Boy Chair Company filed as an exhibit
              to Form S-4 (Commission File No. 33-57623) and incorporated herein
              by reference).
    
   
        XX.   Consent of Price Waterhouse LLP (filed with this amendment).  
                           
   
        (27)  Financial Data Schedule (EDGAR only)
                              
   
________________________________
* Indicates a contract or benefit plan under which one or more executive
officers or directors may receive benefits.

        
    
    (b)  Reports on Form 8-K
       
         News Release and Financial Information Release filed on Form 8-K, 
         dated June 2, 1994 (Commission File No. 1-9656).
        

                                 SIGNATURES
       
         Pursuant to the requirements of Section 13 or 15(d) of the Securities
    Exchange Act of 1934, the Registrant has duly caused this Amendment to be 
    signed  on its behalf by the undersigned, thereunto duly authorized.
                                    
                                 LA-Z-BOY CHAIR COMPANY
       
                                 BY s\ F. H. Jackson         March 20, 1995
                                    -----------------
                                       F. H. Jackson 
                                       Vice President Finance
    

                                 14


   
EXHIBIT I:            1994 FINANCIAL REPORT AND OTHER INFORMATION 
    






                                  1


                       Report of Independent Accountants                      



To the Board of Directors and Shareholders 
of La-Z-Boy Chair Company:

In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) and (2) on page 11 present fairly, in all material
respects, the financial position of La-Z-Boy Chair Company and its subsidiaries
at April 30, 1994 and April 24, 1993, and the results of their operations and 
their cash flows for each of the three years in the period ended April 30, 1994,
in conformity with generally accepted accounting principles.  These financial 
statements are the responsibility of the Company's management; our 
responsibility is to express an opinion on these financial statements based on 
our audits.  We conducted our audits of these statements in accordance with 
generally accepted auditing standards which require that we plan and perform 
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements, assessing the accounting principles used and significant estimates 
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.

As discussed in Note 8 to the Consolidated Financial Statements, on April 25,
1993, the Company changed its method of accounting for income taxes.


Price Waterhouse LLP
Toledo, Ohio 
June 2, 1994

                                  2


                       Consolidated Statement of Income                       

(Amounts in thousands, except per share data)
- -----------------------------------------------------------------------------
Year Ended                            April 30,      April 24,      April 25,   
                                        1994           1993           1992
                                     (53 weeks)     (52 weeks)     (52 weeks)
- -----------------------------------------------------------------------------
Sales................................ $804,898       $684,122       $619,471 
Cost of sales........................  593,890        506,435        453,055
                                      ---------      ---------      ---------
  Gross profit.......................  211,008        177,687        166,416

Selling, general and administrative..  151,756        131,894        123,927
                                      ---------      ---------      --------- 
  Operating profit...................   59,252         45,793         42,489
                                     
Interest expense.....................    2,822          3,260          5,305
                                     
Interest income......................    1,076          1,474          1,093
Other income.........................      649          1,292          1,628
                                      ---------      ---------      ---------
  Total other income.................    1,725          2,766          2,721

Income before income tax expense.....   58,155         45,299         39,905

Income tax expense
  Federal - current..................   19,719         16,726         17,595
          - deferred.................     (445)        (1,965)        (5,417)
  State   - current..................    4,283          3,254          2,627
          - deferred.................     (119)             -              -
                                      ---------      ---------      ---------
    Total tax expense................   23,438         18,015         14,805
                                      ---------      ---------      ---------
Net income before accounting change..   34,717         27,284         25,100
Accounting change....................    3,352              -              -
                                      ---------      ---------      ---------
    Net income.......................  $38,069        $27,284        $25,100  
                                      =========      =========      =========

Weighted average shares..............   18,268         18,172         18,064
                                      =========      =========      =========
Net income per share before
  accounting change..................    $1.90          $1.50          $1.39
Accounting change....................      .18              -              -
                                      ---------      ---------      ---------
    Net income per share.............    $2.08          $1.50          $1.39
                                      =========      =========      =========
     The accompanying Notes to Consolidated Financial Statements are an 
integral part of these statements.
     Acquisition amortization of $1,056 in 1994 and $1,039 in 1993 and 1992 has
been reclassified from other income to selling, general and administrative.
                                   3 
                            
             
                          Consolidated Balance Sheet                           

(Amounts in thousands, except par value)
- ----------------------------------------------------------------------------
As of                                                 April 30,    April 24,
                                                        1994         1993
- ----------------------------------------------------------------------------
Assets
- ------
Current Assets                                        
  Cash and equivalents..............................  $ 25,926     $ 28,808
  Receivables, less allowances of $13,537 in 1994 
    and $10,500 in 1993.............................   183,115      169,950
  Inventories 
    Raw materials...................................    31,867       27,555
    Work-in-progress................................    29,325       30,598
    Finished goods..................................    26,676       20,135
                                                      ---------    ---------
      FIFO inventories..............................    87,868       78,288
      Excess of FIFO over LIFO......................   (20,632)     (17,801)
                                                      ---------    ---------
        Total inventories...........................    67,236       60,487

  Deferred income taxes.............................    15,160        9,152

  Other current assets..............................     4,148        5,065
                                                      ---------    ---------
    Total Current Assets............................   295,585      273,462

Property, plant and equipment, net..................    94,277       90,407
Goodwill, less accumulated amortization of 
  $5,574 in 1994 and $4,668 in 1993.................    20,752       21,658
Other long-term assets, less allowances of 
  $1,257 in 1994 and $1,170 in 1993.................    19,639       15,537
                                                      ---------    ---------
      Total Assets..................................  $430,253     $401,064 
                                                      =========    =========
                                 4


                          Consolidated Balance Sheet                           

(Amounts in thousands, except par value)
- ----------------------------------------------------------------------------
As of                                                 April 30,    April 24,
                                                        1994         1993  
- ----------------------------------------------------------------------------

Liabilities and Shareholders' Equity
- ------------------------------------
Current Liabilities
  Current portion of long-term debt.................  $  2,875     $    542
  Accounts payable..................................    21,552       20,010
  Payroll/benefits..................................    29,453       28,411
  Estimated income taxes............................     3,882        9,011
  Other current liabilities.........................    13,701       13,090
                                                      ---------    ---------
    Total Current Liabilities.......................    71,463       71,064

Long-term debt......................................    52,495       55,370

Deferred income taxes...............................     6,949        4,857

Other long-term liabilities.........................     8,435        6,387

Shareholders' Equity
  Preferred Shares - 5,000 authorized; 0 issued.....         -            - 
  Common shares, $1 par value - 40,000 authorized;
    18,287 issued in 1994 and 18,195 in 1993........    18,287       18,195
  Capital in excess of par value....................    10,147        8,494
  Retained earnings.................................   263,348      236,842
  Currency translation adjustments..................      (871)        (145)
                                                      ---------    ---------
    Total Shareholders' Equity......................   290,911      263,386
                                                      ---------    ---------
      Total Liabilities and Shareholders' Equity....  $430,253     $401,064
                                                      =========    =========

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.  Certain April 24, 1993 balance sheet items have 
been reclassed for comparability to April 30, 1994.

                                5


                     Consolidated Statement of Cash Flows                   
(Amounts in thousands)            Increase (Decrease) in Cash and Equivalents  
- -----------------------------------------------------------------------------
Year Ended                                  April 30,   April 24,   April 25,
                                              1994*       1993        1992
                                           (53 weeks)  (52 weeks)  (52 weeks)
- -----------------------------------------------------------------------------
Cash Flows from Operating Activities:
  Net income..............................  $ 38,069    $ 27,284    $ 25,100
  Adjustments to reconcile net income to net
    cash provided by operating activities: 
      Accounting change...................    (3,352)          -           -
      Depreciation and amortization.......    14,014      14,061      14,840
      Change in receivables...............   (13,165)    (14,475)     (7,039)
      Change in inventories...............    (6,749)     (2,679)      2,599
      Change in other assets and liab.....      (168)     12,368       6,301
      Change in deferred taxes............      (564)     (1,965)     (5,417)
                                            ---------   ---------   ---------
        Total adjustments.................    (9,984)      7,310      11,284
                                            ---------   ---------   ---------
        Cash Provided by Operating     
          Activities......................    28,085      34,594      36,384  

Cash Flows from Investing Activities:
  Proceeds from disposals of assets.......       177       2,100         508
  Capital expenditures....................   (17,485)    (12,248)    (12,187)
  Change in pref. stocks held as invest...         -           -       1,583
  Change in other investments.............    (2,981)     (2,624)          -
                                            ---------   ---------   ---------
        Cash Used for Investing Activities   (20,289)    (12,772)    (10,096)

Cash Flows from Financing Activities:
  Short-term debt.........................       727       1,767       4,444
  Long-term debt..........................         -           -      24,700
  Change in unexpended IRB funds..........         -           -         414
  Retirements of debt.....................    (1,269)     (6,581)    (39,285)
  Sale of stock under stock option plans..     1,850       1,372       1,973
  Stock for 40l(k) employee plans.........     2,952       2,503       1,533
  Purchase of La-Z-Boy stock..............    (2,928)     (2,676)       (388)
  Payment of cash dividends...............   (11,692)    (10,902)    (10,474)
                                            ---------   ---------   ---------
        Cash Used for Financing Activities   (10,360)    (14,517)    (17,083)   
Effect of exchange rate changes on cash...      (318)       (234)       (428)
                                            ---------    --------   ---------
Net change in cash and equivalents........    (2,882)      7,071       8,777

Cash and equiv. at beginning of the year..    28,808      21,737      12,960
                                            ---------   ---------   ---------
Cash and equiv. at end of the year........   $25,926     $28,808     $21,737
                                            =========   =========   =========
Cash paid during the year - Income taxes..   $29,116     $16,789     $20,128
                          - Interest......    $2,675      $3,108      $5,105
                                    6

For purposes of the Statement of Cash Flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to
be cash equivalents.  

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

*Certain April 24, 1993 balance sheet items have been reclassed for 
 comparability to April 30, 1994.


                                   7


            Consolidated Statement of Changes in Shareholders' Equity   

(Amounts in thousands)
- ------------------------------------------------------------------------------
                                        Capital            Currency
                                          in                Trans-
                                        Excess              lation
                                Common  of Par   Retained   Adjust-
                                Shares  Value    Earnings    ments     Total
- ------------------------------------------------------------------------------
  Balance at April 27, 1991..  $17,979  $ 6,293  $203,934   $1,011   $229,217

Purchase of La-Z-Boy stock...      (16)              (372)               (388)
Currency translation.........                                 (602)      (602)  
Exercise of stock options....      107      427     1,439               1,973
Exercise of 40l(k) stock.....       65      585       883               1,533 
Dividends paid...............                     (10,474)            (10,474)
Net income...................                      25,100              25,100
                               -------- -------  ---------  -------  ---------
  Balance at April 25, 1992..   18,135    7,305   220,510      409    246,359

Purchase of La-Z-Boy stock...     (117)            (2,559)             (2,676) 
Currency translation.........                                 (554)      (554)
Exercise of stock options....       74      245     1,053               1,372   
Exercise of 40l(k) stock.....      103      944     1,456               2,503
Dividends paid...............                     (10,902)            (10,902)
Net income...................                      27,284              27,284
                               -------- -------  ---------  -------  ---------
  Balance at April 24, 1993..   18,195    8,494   236,842     (145)   263,386  

Purchase of La-Z-Boy stock...      (91)            (2,837)             (2,928)
Currency translation.........                                 (726)      (726)
Exercise of stock options....       90      307     1,453               1,850
Exercise of 40l(k) stock.....       93    1,346     1,513               2,952 
Dividends paid...............                     (11,692)            (11,692)
Net income...................                      38,069              38,069
                               -------- -------  ---------  -------  ---------
  Balance at April 30, 1994..  $18,287  $10,147  $263,348    ($871)  $290,911
                               ======== =======  =========  =======  =========

The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.

                                   8


                   Notes to Consolidated Financial Statements                 

Note 1:  Accounting Policies

The Company operates in the furniture industry.  The following is a summary of
significant accounting policies followed in the preparation of these financial
statements.

Principles of Consolidation

The consolidated financial statements include the accounts of La-Z-Boy Chair
Company and its wholly owned subsidiaries.  All significant intercompany 
transactions have been eliminated.

   
Revenue Recognition

Revenue is recognized upon shipment of product.
    

Inventories

Inventories are valued at the lower of cost or market.  Cost is determined on
the last-in, first-out (LIFO) basis.

Property, Plant and Equipment

Items capitalized, including significant betterments to existing facilities,
are recorded at cost.  Depreciation is computed using primarily accelerated
methods over the estimated useful lives of the assets.

Goodwill

The excess of the cost of operating companies acquired over the value of their
net assets is amortized on a straight-line basis over 30 years from the date 
of acquisition.

Income Taxes

Income tax expense is provided on all revenue and expense items included in 
the consolidated statement of income, regardless of the period such items are
recognized for income tax purposes.  In fiscal 1994 the Company changed its
method of accounting for income taxes (see Note 8).

                                   9
PAGE

Note 2:  Cash and Equivalents

(Amounts in thousands)
- -----------------------------------------------------------------
                                        April 30,       April 24,
                                          1994            1993
- -----------------------------------------------------------------
Cash in bank...........................  $ 5,926         $ 5,808             
Certificates of deposit................   20,000          15,000
Commercial paper.......................        -           8,000
                                         -------         -------
  Total cash and equivalents...........  $25,926         $28,808
                                         =======         =======

The Company invests in certificates of deposit with a bank whose board of 
directors includes three members of the Company's board of directors.  At the
end of 1994 and 1993, $10 million and $15 million, respectively, was invested
in this bank's certificates.

Note 3:  Property, Plant and Equipment

(Amounts in thousands)
- ------------------------------------------------------------------
                                        April 30,        April 24,       
                                          1994             1993
- ------------------------------------------------------------------
Land and land improvements............  $  7,117        $  6,604
Buildings and building fixtures.......    92,720          88,669
Machinery and equipment...............    82,971          73,281
Information systems...................     9,859          10,523
Other.................................    11,789          12,092
                                        --------        -------- 
                                         204,456         191,169   
Less:  accumulated depreciation.......   110,179         100,762
                                        --------        -------- 
  Property, plant and equipment, net..  $ 94,277        $ 90,407
                                        ========        ========

                               10
PAGE

Note 4:  Debt

(Dollar amounts in thousands)
- -------------------------------------------------------------------------
                            Interest                April 30,   April 24,
                              rates    Maturities     1994        1993
- -------------------------------------------------------------------------
Credit lines..............    4.1%      1995-98      $15,000     $15,000  
Private placement.........    8.8%      1995-02       15,000      15,000
Industrial                    2.7%-
  revenue bonds...........    3.3%      1995-12       25,370      25,912  
                                                     -------     -------
    Total debt...................................    $55,370     $55,912
    Less: current portion........................      2,875         542
                                                     -------     -------
    Long-term debt...............................    $52,495     $55,370
                                                     =======     =======

                        Weighted average interest       4.8%        4.8%      
     
                     Fair value of long-term debt    $56,003     $56,597

In April 1991 the Company entered into a $50 million unsecured revolving 
credit line (Credit Agreement) to extend through August 31, 1998, requiring 
interest payments only through August 31, 1994 and periodic payments of       
principal and interest through 1998.  The Company is in the process of 
renewing the Credit Agreement to require interest only payments through 
August 1999 and to require principal payment in August 1999.  The Credit        
Agreement also includes covenants that, among other things, require the
Company to maintain certain financial statement ratios.  The Company has
complied with all of the requirements.

Proceeds from industrial revenue bonds were used to finance the construction
of manufacturing facilities.  These arrangements require the Company to insure
and maintain the facilities and make annual payments that include interest.
The bonds are secured by the facilities constructed from the bond proceeds.

Maturities on debt obligations for the five years subsequent to April 30,
1994 are $3 million, $2 million, $3 million, $2 million and $3 million, 
respectively.  As of April 30, 1994, the Company had remaining unused lines  
of credit and commitments of $60 million under several credit arrangements.

                                11
PAGE

Note 5:  Stock Option Plans

The Company's shareholders adopted an employee stock option plan that provides
grants to certain employees to purchase common shares of the Company at not
less than their fair market value at the date of grant.  Options are for five
years and become exercisable at 25% per year beginning one year from date of
grant.  The Company is authorized to grant options for up to 1,600,000 common
shares.

- --------------------------------------------------------------------
                                     Number of          Per share
                                       shares          option price 
- --------------------------------------------------------------------
Outstanding at April 25, 1992....    415,942         $14.13 - $22.13
  Granted........................    133,750         $21.75
  Exercised......................    (59,099)        $14.13 - $22.13
  Expired or cancelled...........    (27,019)      
- --------------------------------------------------------------------
Outstanding at April 24, 1993....    463,574         $14.13 - $22.13
  Granted........................    120,110         $29.63
  Exercised......................    (78,584)        $14.13 - $22.13
  Expired or cancelled...........    (15,126)        
- --------------------------------------------------------------------
Outstanding at April 30, 1994....    489,974         $14.13 - $29.63
- --------------------------------------------------------------------
Exercisable at April 30, 1994....    193,915                       
Shares available for grants at                                     
  April 30, 1994.................    877,725                        
- --------------------------------------------------------------------

The Company's shareholders have adopted Restricted Share Plans under which the
Compensation and Stock Option Committee of the Board of Directors was 
authorized to offer for sale up to an aggregate of 650,000 common shares to
certain employees and non-employee directors at 25% of the fair market value 
of the shares.  The plans require that all shares be held in an escrow account
for a period of three years in the case of an employee, or until the
participant's service as a director ceases in the case of a director.  In the
event of an employee's termination during the escrow period, the shares must
be sold back to the Company at the employee's cost. 

Shares aggregating 11,800 and 14,450 were granted and issued during the fiscal
years 1994 and 1993, respectively, under the Restricted Share Plans.  Shares
remaining for future grants under the above plans amounted to 442,075 at
April 30, 1994. 

The Company's shareholders have also adopted a Performance-Based Restricted 
Stock Plan.  This plan authorizes the Compensation and Stock Option Committee
of the Board of Directors to award up to an aggregate of 400,000 shares to key
employees.  Grants of shares are based entirely on achievement of goals over 


                                     12

a three-year performance period.  Any award made under the plan will be at 
the sole discretion of the Committee after judging all relevant factors.  At
April 30, 1994, performance awards were outstanding pursuant to which up to
47,000 shares and 43,520 shares may be issued in fiscal years 1996 and 1997,
respectively, depending on the extent to which certain specified performance
objectives are met.  The costs of performance awards are expensed over the
performance period.


Note 6:  Retirement

The Company has contributory and non-contributory retirement plans covering 
substantially all factory employees.  

Eligible salaried employees are covered under a trusteed profit sharing 
retirement plan.  Cash contributions to a trust are made annually based on
profits.  

The Company has established a non-qualified deferred compensation plan for 
highly compensated employees called a SERP (Supplemental Executive Retirement
Plan).

The Company offers a voluntary 401(k) retirement plan to eligible employees
within all U.S. operating divisions.  Currently over 70% of eligible employees
are participating in the plan.  Employee contributions are matched with 
La-Z-Boy stock at $0.50 on the dollar up to a maximum company contribution of
1% of pay.

The actuarially determined net periodic pension cost and retirement costs are
computed as follows (for the years ended):

(Amounts in thousands)
- ------------------------------------------------------------------------------
                                         April 30,     April 24,     April 25,
                                           1994          1993          1992
                                        (53 weeks)    (52 weeks)    (52 weeks)
- ------------------------------------------------------------------------------
Service cost...........................   $1,526        $1,426        $  839
Interest cost..........................    1,683         1,455         1,303
Actual return on plan assets...........     (719)       (2,197)       (2,428)
Net amortization and deferral..........   (1,575)         (234)          233
                                          -------       -------       -------
  Net periodic pension cost............      915           450           (53)
Profit sharing.........................    4,659         4,341         3,557
SERP...................................      795           691           559
40l(k).................................    1,145         1,002           835
Other..................................      442           478           726
                                          -------       -------       -------
  Total retirement costs...............   $7,956        $6,962        $5,624
                                          =======       =======       =======
 

                                    13

The funded status of the pension plans was as follows:
(Amounts in thousands)
- ------------------------------------------------------------------------------
                                                      April 30,     April 24,
                                                        1994          1993
- ------------------------------------------------------------------------------
Actuarial present value of accumulated benefit                      
  obligation........................................  ($23,887)     ($19,608)
Plan assets at fair value...........................    28,531        27,134
                                                      ---------     ---------
  Excess of plan assets over projected benefit                                
    obligation......................................     4,644         7,526
Prior year service cost not yet recognized in net                           
  periodic pension cost.............................     1,117         1,215
Unrecognized net loss...............................     5,274         1,895
Unrecognized initial asset..........................    (3,995)       (4,326)   
                                                      ---------     ---------
  Prepaid pension asset.............................    $7,040        $6,310
                                                      =========     =========

The expected long-term rate of return on plan assets was 8.5% for 1994 and 9.0%
for 1993 and 1992.  The discount rate used in determining the actuarial present
value of accumulated benefit obligations was 7.5% for 1994, 8.0% for 1993 and
8.5% for 1992.  Vested benefits included in the accumulated benefit obligation
were $21 million and $17 million at April 30, 1994 and April 24, 1993,         
respectively.  Plan assets are invested in a diversified portfolio that
consists primarily of debt and equity securities.  

The Company's pension plan funding policy has been to contribute annually the
maximum amount that can be deducted for federal income tax purposes.

Note 7:  Health Care

The Company offers eligible employees an opportunity to participate in group
health plans.  Participating employees make required premium payments through
pretax payroll deductions.  

Health-care expenses were as follows (for the years ended):

(Amounts in thousands)
- ----------------------------------------------------------------------------
                                     April 30,      April 24,      April 25,   
                                       1994           1993           1992
                                    (53 weeks)     (52 weeks)     (52 weeks)
- ----------------------------------------------------------------------------
Gross health care.................   $29,061        $23,962        $22,298
Participant payments..............    (4,442)        (2,356)        (1,323)  
                                     --------       --------       --------
  Net health care.................   $24,619        $21,606        $20,975
                                     ========       ========       ========


                                   14

The 1994 gross health-care expenses increased 21% over 1993 which was a much
higher rate of increase than 1993's 7% increase over 1992, even after 
adjusting for employment increases.

Participant payments increased markedly due to premium payments for most 
employees becoming effective January 1993 making 1994 the first full payment
year.  Participant payments covered 15% of health-care expenses in 1994.

Net health-care costs in 1994 increased 14% over 1993 compared to a 3% increase
in 1993 over 1992 even though much higher participant payments occurred.

The Company makes annual provisions for any current and future retirement 
health-care costs which may not be covered by retirees' collected premiums.

Note 8:  Income Taxes

Effective April 25, 1993, the Company adopted Statement of Financial Accounting
Standards No. 109 (SFAS 109), "Accounting for Income Taxes," which applies a
balance sheet approach to income tax accounting.  In accordance with the new 
standard, the balance sheet reflects the anticipated tax impact of future
taxable income or deductions implicit in the balance sheet in the form of
temporary differences.  These temporary differences reflect the difference
between the basis in assets and liabilities as measured in the financial
statements and as measured by tax laws using enacted tax rates.  On April 25,
1993, the Company recorded a tax credit of $3 million or $0.18 per share, 
which represents the net increase in the net deferred tax asset as of that 
date.  Such amount has been reflected in the consolidated statement of
income as an accounting change.  Prior years' financial statements have not
been restated.

                                 15
PAGE

The primary components of the Company's deferred tax assets and liabilities as
of April 30, 1994 and April 25, 1993 (date of adoption) are as follows:

(Amounts in thousands)
- ---------------------------------------------------------------------------
                                                 April 30,        April 25,
                                                   1994             1993
- ---------------------------------------------------------------------------
Current                                       
Deferred income tax assets (liabilities):      
  Bad debt...................................    $ 5,993          $ 4,628
  Warranty...................................      2,703            2,496
  Workers' compensation......................      1,211            1,118
  Inventory..................................        916            1,186  
  State income tax...........................        (40)           1,569
  Other......................................      4,881            2,794
                                                 --------         -------- 
    Net current deferred tax assets..........     15,664           13,791

Noncurrent                                                      
Deferred income tax assets (liabilities):                        
  Property, plant and equipment..............     (4,372)          (4,108)
  Pension....................................     (2,899)          (2,638)
  Other......................................        322              408
                                                  -------          -------
    Net noncurrent deferred tax liabilities..     (6,949)          (6,338)
Valuation allowance..........................       (504)            (342)
                                                  -------          -------
  Net deferred tax asset.....................     $8,211           $7,111
                                                  =======          =======
  
The differences between the provision for income taxes and income taxes 
computed using the U.S. federal statutory rate are as follows (for the years
ended):

(% of pretax income)
- ------------------------------------------------------------------------------
                                             April 30,   April 24,   April 25,
                                                1994        1993        1992
- ------------------------------------------------------------------------------
Statutory tax rate.........................     35.0        34.0        34.0
Increase (reduction) in taxes resulting in:
State income taxes net of federal benefit..      4.8         4.7         4.3 
Tax credits................................     (0.2)       (0.3)       (1.0)
Acquisition amortization...................      0.7         0.9         0.9
Merger of previously acquired operation....        -           -        (0.7)
Miscellaneous items........................      0.0         0.5        (0.4)  
                                                -----       -----       ----- 
Effective tax rate.........................     40.3        39.8        37.1    
                                                =====       =====       =====

                                    16

Note 9:  Contingencies

The Company has been named as defendant in various lawsuits arising in the
normal course of business.  It is not possible at the present time to estimate
the ultimate outcome of these actions; however, management and the Company's
legal counsel believe that the resultant liability, if any, will not be
material based on the Company's previous experience with lawsuits of these 
types.

The Registrant has been identified as a Potentially Responsible Party
("PRP") at two clean-up sites:  Organic Chemical and Seaboard Chemical 
Company.  At each site, the Company has been identified as a de minimus 
contributor and volumetric assessments indicate that the Company's 
contributions to each site have been less than .1% of the total.  Each 
site has either completed or has begun the Phase I cleanup and the total 
cleanup costs expected to be incurred at each site have been estimated.  
The Company is also participating with a number of other companies in the 
voluntary RCRA closure of the Caldwell Systems site.  The Company's
volumetric assessment at this site is in the 1% range.  The steering
committee responsible for negotiating the cleanup plan with the EPA has
recently reinitiated its negotiations in anticipation of initial cleanup
activities.  Estimates of the cleanup costs at the Caldwell site are
also available.  The number of PRP's and voluntary participants at the 
three sites range from 182 to in excess of 1,750.  Based on a review of 
the number, composition and financial stability of the PRP's and voluntary
participants at each site, along with cleanup cost estimates available, 
management does not believe that any significant risk exists that the 
Company will be required to incur total costs in excess of $100,000 at 
any of the sites.  At April 30, 1994, a total of $300,000 has been accrued
with respect to these three sites. 

                              17


                    LA-Z-BOY CHAIR COMPANY AND SUBSIDIARIES
                  SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
                             (Dollars in thousands)
    
    
                                                  Foreign
                  Balance                         Currency     Other
                  at         Additions            Trans-       Adjust- Balance 
                  Beginning  & Reclass-  Retire-  lation       ments   at end of
Classification    of Period  ifications  ments    Adjustments  (1)     Period
- --------------    ---------  ----------  -------  -----------  ------  --------
Year ended April 30, 1994 
    
Land and land
 improvements         $6,604      $543        $0     ($30)       $0     $7,117
    
Buildings and 
 building
  fixtures            88,669     4,551       (40)    (460)        0     92,720
    
Machinery and
 equipment            73,281    10,209      (237)    (282)        0     82,971
    
Information
 systems              10,523     1,736    (2,376)     (24)        0      9,859
     
Other                 12,092       446      (686)     (63)        0     11,789
                    --------   -------   --------   ------   ------   --------
    Total           $191,169   $17,485   ($3,339)   ($859)       $0   $204,456
                    ========   =======   ========   ======   ======   ======== 

Year ended April 24, 1993 
   
Land and land
 improvements         $6,184      $562     ($120)    ($22)      $0     $6,604
    
Buildings and 
 building
  fixtures            89,082     2,668    (2,749)    (332)       0     88,669
    
Machinery and
 equipment            67,519     7,149    (1,189)    (198)       0     73,281
    
Information
 systems              10,212       530      (202)     (17)       0     10,523
    
Other                 12,792     1,339    (1,992)     (47)       0     12,092
                    --------   -------   --------   ------   -----   --------
    Total           $185,789   $12,248   ($6,252)   ($616)      $0   $191,169
                    ========   =======   ========   ======   =====   ========


                                  18
    
                   LA-Z-BOY CHAIR COMPANY AND SUBSIDIARIES
                  SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
                             (Dollars in thousands)
                                   (continued)

                                                  Foreign
                  Balance                         Currency     Other         
                  at         Additions            Trans-       Adjust- Balance
                  Beginning  & Reclass-  Retire-  lation       ments   at end of
Classification    of Period  ifications  ments    Adjustments   (1)    Period
- --------------    ---------  ----------  -------  -----------  ------  --------
Year ended April 25, 1992   
   
Land and land             
 improvements         $5,724      $267       ($1)    ($11)     $205     $6,184
    
Buildings and 
 building
  fixtures            84,318     2,760       (86)    (163)    2,253     89,082

Machinery and
 equipment            61,525     6,279    (1,073)     (97)      885     67,519
    
Information
 systems              10,393     1,202    (1,360)     (23)        0     10,212
    
Other                 11,928     1,679    (1,103)      (8)      286     12,792
                    --------   -------   --------   ------   ------   --------
    Total           $173,888   $12,187   ($3,623)   ($302)   $3,629   $185,789
                    ========   =======   ========   ======   ======   ========
    
    
    NOTE: Land improvements, buildings and building fixtures, machinery and
          equipment, information systems and other are depreciated using
          primarily accelerated methods over the estimated useful lives of
          the assets as follows:
    
                                                      Years
                   Land improvements                   20
                   Buildings and building fixture   15 to 30
                   Machinery and equipment             10
                   Information systems                  5
                   Other                             3 to 10
    
    (1):  The other adjustments column reflects a non-cash write-up of
          assets previously written down in fiscal year 1988.  These assets
          are physically still in use, therefore $3,639 in installed cost
          and $3,361 in accumulated depreciation was added back.  The net
          book value write-up of $278 was recognized as a credit to
          depreciation expense and a debit to accumulated depreciation in
          fiscal year 1992 and is not shown in this 10-K but is included in
          the cash flow statement.
                                   19

                    LA-Z-BOY CHAIR COMPANY AND SUBSIDIARIES
        SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION, AND AMORTIZATION
                         OF PROPERTY, PLANT AND EQUIPMENT                
                             (Dollars in thousands)
    
    
                                                   Foreign
                   Balance                         Currency    Other
                   at         Additions            Trans-      Adjust- Balance 
                   Beginning  & Reclass-  Retire-  lation      ments   at end of
Classification     of Period  ifications  ments    Adjustments  (1)    Period
- --------------     ---------  ----------  -------  ----------- ------  ---------
Year ended April 30, 1994  
    
Land and 
 improvements         $1,570       $209        $0      ($5)      $0     $1,774
    
Buildings and 
 building
  fixtures             35,919     3,903        (4)    (146)       0     39,672
    
Machinery and 
 equipment             45,295     6,819      (180)    (220)       0     51,714
    
Information 
 systems                8,986     1,034    (2,323)     (22)       0      7,675
     
Other                   8,992     1,065      (655)     (58)       0      9,344
                     --------   -------   --------   ------   -----   --------
    Total            $100,762   $13,030   ($3,162)   ($451)      $0   $110,179
                     ========   =======   ========   ======   =====   ========
    
Year ended April 24, 1993  
    
Land and 
 improvements          $1,495      $191     ($113)     ($3)      $0     $1,570
    
Buildings and 
  building
  fixtures             32,917     3,950      (854)     (94)       0     35,919
    
Machinery and 
 equipment             40,036     6,452    (1,046)    (147)       0     45,295
    
Information 
 systems                8,065     1,134      (198)     (15)       0      8,986
    
Other                   9,836     1,134    (1,941)     (37)       0      8,992
                      -------   -------   --------   ------   -----   --------  
    Total             $92,349   $12,861   ($4,152)   ($296)      $0   $100,762
                      =======   =======   ========   ======   =====   ========

                                   20

                    LA-Z-BOY CHAIR COMPANY AND SUBSIDIARIES
       SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION, AND AMORTIZATION 
                        OF PROPERTY, PLANT AND EQUIPMENT
                              (Dollars in thousands)
                                  (Continued)

                  Balance                         Foreign      Other
                  at         Additions            Trans-       Adjust- Balance
                  Beginning  & Reclass-  Retire-  lation       ments   at end of
Classification    of Period  ifications  ments    Adjustments   (1)    Period
- --------------    ---------  ----------  -------  -----------  ------  -------
Year ended April 25, 1992

Land and land
 improvements         $1,251      $184       ($1)     ($1)      $62     $1,495

Buildings and 
 building
  fixtures            26,959     3,918       (48)     (40)    2,128     32,917
    
Machinery and 
 equipment            33,924     6,235      (935)     (65)      877     40,036
    
Information 
 systems               7,170     1,971    (1,056)     (20)        0      8,065
    
Other                  9,076     1,543    (1,075)      (2)      294      9,836
                     -------   -------   --------   ------   ------   --------
   Total             $78,380   $13,851   ($3,115)   ($128)   $3,361    $92,349
                     =======   =======   ========   ======   ======   ======== 
    
    (1) The other adjustments column reflects a non-cash write-up of assets
        previously written down in fiscal year 1988.  These assets are
        physically still in use, therefore $3,639 in installed cost and
        $3,361 in accumulated depreciation was added back.  The net book
        value write-up of $278 was recognized as a credit to depreciation
        expense and a debit to accumulated depreciation in fiscal year 1992
        and is not shown in this 10-K but is included in the cash flow
        statement.

                                  21


                      LA-Z-BOY CHAIR COMPANY AND SUBSIDIARIES
                SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
                             (Dollars in thousands)
    
    
                                                    Trade
                                                    accounts
                                       Additions    receivable
                          Balance at   charged to   "written off"   Balance 
                          beginning    costs and    net of          at end of
    Description           of period    expenses     recoveries      period
    -------------------   ----------   ----------   -------------   ---------
    YEAR ENDED
      APRIL 30, 1994:
    
    Allowance for
    doubtful accounts &
    long-term notes        $11,670        $7,578        $4,453         $14,795

    Accrued Warranties      $6,250          $400                        $6,650
    
    
    YEAR ENDED
      APRIL 24, 1993:
    
    Allowance for
    doubtful accounts &
    long-term notes         $7,217        $7,891        $3,438         $11,670
    
    Accrued Warranties      $5,950          $300                        $6,250
    
    
    YEAR ENDED
      APRIL 25, 1992:
    
    Allowance for
    doubtful accounts
    receivable             $11,351        $9,271       $13,397          $7,217
    
    Accrued Warranties      $5,650          $300                        $5,950


                                  22


                    LA-Z-BOY CHAIR COMPANY AND SUBSIDIARIES
            SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
                            (Dollars in thousands)



    
    
                                    Charged to Costs
                                      and Expenses
                                    ----------------    

    
         Year ended April 30, 1994
    
         Maintenance and repairs         $18,990
    
         Advertising costs               $19,558
    
    
         Year ended April 24, 1993
    
         Maintenance and repairs         $16,360
    
         Advertising costs               $19,558
    
    
         Year ended April 25, 1992
    
         Maintenance and repairs         $13,203
    
         Advertising costs               $19,041
    


                                 23

PAGE

                             Management Discussion                          
   
The Management Discussion and Analysis, as required by the Securities and
Exchange Commission, should be read in conjunction with the Report of 
Independent Accountants, the Financial Statements and related Notes, and all
other pages that follow them in the 1994 Financial Report and Other
Information.
    

Background
- -------------------------------------------------------------------------
Sales by Type                                1994        1993        1992
- -------------------------------------------------------------------------
Residential (Home)
  Upholstery...............................   76%         74%         75%
  Wood & Other.............................   18%         19%         17%
                                             ----        ----        ----
                                              94%         93%         92%
Contract (Office)..........................    6%          7%          8%
                                             ----        ----        ----
                                             100%        100%        100%
                                             ====        ====        ====
- -------------------------------------------------------------------------
Sales by Country                             1994        1993        1992
- -------------------------------------------------------------------------
United States..............................   94%         95%         95%
Canada and Foreign.........................    6%          5%          5%
                                             ----        ----        ----
                                             100%        100%        100%
                                             ====        ====        ====

La-Z-Boy is organized into five operating divisions.  Residential (67 years in
business) accounts for the majority of the upholstery category.  Kincaid (48
years) is part of the wood category.  La-Z-Boy Contract Furniture Group (22
years) is all of the Contract line.  Hammary (50 years) is primarily in the
wood category.  La-Z-Boy Canada (65 years) is part of the upholstery category.

La-Z-Boy's market share of all U.S. upholstery furniture products is above 8%.

On the basis of available market share data (in dollars), La-Z-Boy has 30-35% 
of the U.S. single-seat recliner market and is the world's largest recliner
manufacturer.  (The next largest U.S. competitor holds roughly 20% of the
U.S. market.)  La-Z-Boy's sleep sofa current market share, approximately
12%, has been growing over the last three years.

Market share data by individual product lines other than recliners and sleepers
(e.g., sofas, reclining sofas, wood bedroom and dining room, wood occasional,
etc.) indicate that, although La-Z-Boy does not have a market share above 10%
in any one line, the Company's market share has been growing over the last
three years in most lines.

                                24

Analysis of Operations
Year Ended April 30, 1994
(1994 compared with 1993)

   
U.S. furniture industry sales increased roughly 6-8% in La-Z-Boy's fiscal 1994
over 1993.  La-Z-Boy's sales increase of 18% over 1993 continued to exceed the
increase experienced by the industry as a whole.  Approximately 2% of this
increase was due to 1994 including 53 weeks while 1993 contained 52 weeks.
Management believes the sales volume increase was largely due to improvements 
in the economy.  Other factors contributing to the sales increase to a lesser 
degree include the opening of more La-Z-Boy Furniture Galleries stores and 
capital expenditures the last few years at Hammary and Kincaid helping to 
improve product quality, delivery and availability. Selling price increases 
were generally in the 2-4% range.  Major product lines that experienced rates 
of unit growth above the Company average were the modulars, lower end 
recliners, sofas, reclining sofas, high end recliners and bedroom (wood).
    

No divisions or companies were acquired or disposed of during the last six 
years.  Therefore, all sales growth has been internally generated.

During 1994, the La-Z-Boy Contract Furniture Group was formed through the
merger of the former La-Z-Boy Contract and RoseJohnson divisions.

The number of independently owned La-Z-Boy Furniture Galleries stores continued
to grow in 1994.  Most of these stores were major upgrades or new locations
for earlier generation La-Z-Boy Showcase Shoppes.  These stores are part of 
the reason La-Z-Boy sales growth has exceeded the industry average.  In 
addition, the number of smaller in-store galleries continued to grow for all
divisions.

   
The gross margin (gross profit dollars as a percent of sales) of 26.2% in 1994
was up from the 26.0% gross margin in 1993.  The lack of some one-time costs
that affected 1993 relating to start up and training for new styles and
changes to manufacturing techniques accounted for an improvement of
approximately .8 points.  To a lesser degree, the gross margin improved due to
the 18% sales increase covering a larger portion of fixed costs.  These reasons
for improvement more than offset the combined .7 point unfavorable effects of 
increased sales of product lines with lower-than-average gross margins along 
with increased costs associated with increasing production volume quickly to 
keep up with sales.  To a lesser degree, increased health-care cost also 
unfavorably affected the gross margin.
    

Other income declined in 1994 due to a reduction in interest income, changes in
pension-related assumptions and Canadian currency exchange losses.

Income tax expense as a percent of pretax income increased to 40.3% in 1994  
from 39.8% in 1993.  The effect of the 1% increase in the federal tax rate to
35% was partially offset by changes in profitability among divisions.
                               25

Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes", which changed the method of accounting for income taxes, was adopted
by the Company effective April 25, 1993.  This change in accounting principle
increased net income and the net deferred tax asset by $3.4 million or $.18
per share.


Analysis of Operations
Year Ended April 24, 1993
(1993 compared with 1992)

La-Z-Boy's 1993 sales increase of 10% over 1992 once again exceeded the growth
in the U.S. residential furniture industry as a whole.  The 1993 sales increase
together with forecasted growth in the industry indicates that the furniture
industry recession which adversely affected results for the previous four years
has ended.  Selling price increases during 1993 were generally in the 1-3%
range.  Major product lines that experienced rates of unit sales growth above
the Company average were the reclining sofa, high end recliner, lower end
recliners, bedroom (wood) and occasional (wood) product lines.

During 1993, 18 independently owned La-Z-Boy Furniture Galleries stores opened,
bringing the total number of stores to 63.  The rate of new store openings and
their sales volumes are meeting management's expectations.  Most of these
openings were major upgrades or new locations for earlier generation La-Z-Boy
Showcase Shoppes.

Gross margin of 26.0% in 1993 was down from the 26.9% gross margin in 1992 
even though unit volume increased.  This decline in gross margin was primarily
in the Residential division which generates roughly 70% of consolidated sales.

The Residential division gross margin declined for two main reasons.  The
primary reason was that unexpectedly high labor and overhead costs were
incurred at most plants.  These costs were primarily caused by the introduction
of new styles and efforts to improve plant methods while at the same time,
reduce inventories, improve the flexibility to handle a greater number of 
different styles, and ship dealer orders more complete and quicker than in the
past.  In addition, an anticipated unfavorable product line mix effect occurred
from selling more product lines with lower-than-average gross margins.

   
S,G & A expense for 1993 of 19.3% of sales was lower than the 1992 percentage
of 20.0% primarily due to the relatively large sales increase and a decline in
bad debt expense.
    

Interest expense declined $2.0 million in 1993 from 1992 due to a combination
of lower debt principal amounts and lower interest rates.

The increase in other income was primarily due to increased interest income
realized from higher cash balances throughout the year more than offsetting
lower interest rates.

                            26

Income tax expense as a percent of pretax income increased to 39.8% in 1993 
from 37.1% in 1992.  In 1992, there was a one-time tax benefit from the merger
of a previously acquired division.


Liquidity and Financial Condition

Cash flows from operations amounted to $28 million in 1994, $35 million in 
1993 and $36 million in 1992 and have usually been adequate for day-to-day
expenditures, dividends to shareholders and capital expenditures.

The 1994 cash flow from operations declined $6.5 million from 1993.  Other
assets and liabilities changed from a source of cash in 1993 to a use of cash
in 1994 primarily due to the payment of income taxes.  Also, inventories 
increased $6.7 million.

Capital expenditures were $17.5 million in 1994 compared to $12.2 million for
both 1993 and 1992.  Some capacity expansions occurred in 1994 while the prior
two years did not require expansions.  Capacity utilization of about 70% at 
the end of 1994 was up from about 65% at the end of 1993.

Cash flows relating to debt caused both inflows and outflows of cash.  No new
debt was raised in the last three years.  During 1992, a $15.0 million bridge
loan was refinanced through a private placement and two industrial revenue
bonds totaling $9.7 million were refinanced at a lower interest rate.  
Retirements of debt totaled between $1 million and $15 million for each of the
last three years and are primarily related to paying down the $53 million debt
incurred in 1987 to acquire an operating division.  While the cash flow 
statement shows that $39.3 million of debt was retired in 1992, $24.7 million
relates to refinancing as described above.

   
As of April 30, 1994, the Company had unused lines of credit and commitments of
$60 million under several credit arrangements.  In April 1991, the Company
entered into a $50 million unsecured revolving credit line (Credit Agreement) to
extend through August 31, 1998, requiring interest payments only through August
31, 1994 and periodic payments of principal and interest through 1998.  At year
end, the Company was in the process of renewing the Credit Agreement to require
interest only payments through August 1999 and to require principal payment in 
August 1999.  The credit Agreement also includes covenants that, among other 
things, require the Company to maintain certain financial statement ratios.  
The Company has complied with all of the requirements.
    

In October 1987, the La-Z-Boy Board of Directors authorized a one-million 
share stock repurchase program.  In February 1993, the Board authorized the
repurchase of another one million shares.  As of April 30, 1994 and April 24,
1993, the Company had acquired about 1,010,000 and 930,000 shares, respectively,
of its own stock.  The Company plans to be in the market for its shares as
changes in its stock price and other financial opportunities arise.


                             27

The financial strength of the Company is reflected in two commonly used ratios
- -the current ratio (current assets divided by current liabilities) and the 
debt-to-capital ratio (total debt divided by beginning of the year shareholders'
equity plus total debt).  The current ratio at the end of 1994 and 1993 was
4.1:1 and 3.8:1, respectively.  The debt to capital ratio was 17.4% at the end
of 1994 and 18.5% at the end of 1993.

La-Z-Boy provides for all current and future potential liabilities as required
including those relating to postretirement benefits.

The Company is subject to contingencies pursuant to environmental laws and
regulations.  The Company accrues for certain environmental remediation
activities related to past operations, including Superfund clean-up and
Resource Conservation and Recovery Act compliance activities, for which
commitments have been made and reasonable cost estimates are possible.  
Currently, the Company has been determined to be a "de-minimus" level
potentially responsible party (PRP) at three clean-up sites and has provided
for any known costs relating to these sites.  The Company is also conducting
voluntary compliance audits at Company owned facilities.


Outlook

La-Z-Boy's 1995 fiscal year to end April 29, 1995 will include 52 weeks 
compared to fiscal year 1994, which included 53 weeks.  This is approximately
a 2% reduction in the length of the year which will affect sales and other
financial comparisons from year to year.

The Company expects the economic recovery to continue through calendar year
1994.  Sales in fiscal year 1995 are expected to exceed the 1994 results but
due to the stronger than expected year in 1994, the double digit sales 
increase experienced in 1994 is not expected to repeat.

One of La-Z-Boy's financial objectives is to achieve sales increases of 10%
per year or increases at least greater than that of the furniture industry.
Some furniture industry forecasts for calendar year 1994 over 1993 are in the 
5-7% range.  For 1994, La-Z-Boy sales increased 18% over 1993.

The Company's major residential efforts and opportunities for sales growth 
greater than industry averages are focused outside the recliner market segment,
e.g., stationary upholstery (single and multi-seat), reclining sofas and
modulars, wood occasional and wall units and wood bedroom and dining room.
   
The newly formed La-Z-Boy Contract Furniture Group sales growth rate in the
next few years is expected to exceed the average of the other divisions. 
Today, this division is not generating a profit and profits are not expected
to improve in 1995 due to research and development expenditures of 
approximately $1.5 million, reorganization costs and start-up costs associated 
with the recent merger of the two formerly separate contract divisions.  
Eventually, profit margins comparable to the Company's average rates are 
believed to be able to be achieved.  Profitability at this level would help the

                                 28

Company reach the financial goals described below even though this division is 
not large enough to dramatically affect the consolidated results.
    
   
Given no recession, no major competitive environment changes, no major strategic
changes and other similar assumptions, profitability is expected to improve in
1996 and the division is expected to begin generating an operating profit
between 1997 and 1998.  The research and development expenditures are
necessary as the products of the two former divisions had not been refreshed
recently and also to redesign the products in an integrated way.  In addition,
the lines are to expand into a broader range of products.  R & D costs are
expected to remain around this level through 1996 but are expected to become a
smaller percentage of sales as volume increases.  The reorganization and start
up costs of the division are estimated to be between $.5 and $2 million. 
    

   
A second financial goal is to improve operating profit as a percent of sales
in 1995 compared to 1994.  For 1994, the operating profit margin was 7.4% of
sales.
    


   
A third goal is to achieve operating profit, excluding acquisition 
amortization interest income and other income (return) as a percent of 
beginning of the year capital of 20%.  For 1994, return on capital was 19.4%.
    
La-Z-Boy has an opportunity to improve its margins through increases in
efficiency, improvements in the utilization of equipment and facilities and
increases in sales volumes, even though product line growth may be in lines
with lower gross margins.

Capital expenditures are forecast to be approximately $19 to $24 million in
1995 compared to $17.5 million in 1994.  The 1995 forecast includes the
construction of a new upholstery factory in Arkansas.  The 396,000 square foot
plant is being constructed to replace an existing older 200,000 square foot
plant.  Long-term financing of the expected $7 million cost is planned to be
through the use of industrial revenue bonds.

       
The Registrant has been identified as a Potentially Responsible Party
("PRP") at two clean-up sites:  Organic Chemical and Seaboard Chemical 
Company.  At each site, the Company has been identified as a de minimus 
contributor and volumetric assessments indicate that the Company's 
contributions to each site have been less than .1% of the total.  Each 
site has either completed or has begun the Phase I cleanup and the total 
cleanup costs expected to be incurred at each site have been estimated.  
The Company is also participating with a number of other companies in the 
voluntary RCRA closure of the Caldwell Systems site.  The Company's
volumetric assessment at this site is in the 1% range.  The steering

                             29

committee responsible for negotiating the cleanup plan with the EPA has
recently reinitiated its negotiations in anticipation of initial cleanup
activities.  Estimates of the cleanup costs at the Caldwell site are
also available.  The number of PRP's and voluntary participants at the 
three sites range from 182 to in excess of 1,750.  Based on a review of 
the number, composition and financial stability of the PRP's and voluntary
participants at each site, along with cleanup cost estimates available, 
management does not believe that any significant risk exists that the 
Company will be required to incur total costs in excess of $100,000 at 
any of the sites.  At April 30, 1994, a total of $300,000 has been accrued
with respect to these three sites. 
    


                               30



           Consolidated Six-Year Summary of Selected Financial Data            
(Dollar amounts in thousands, except per share data)
- -------------------------------------------------------------------------------
Year Ended in April   1994      1993      1992      1991      1990      1989
                    (53 wks)  (52 wks)  (52 wks)  (52 wks)  (52 wks)  (52 wks)
- -------------------------------------------------------------------------------
Sales.............. $804,898  $684,122  $619,471  $608,032  $592,273  $553,187
Cost of sales......  593,890   506,435   453,055   449,502   430,383   397,776
                    --------- --------- --------- --------- --------- ---------
  Gross profit.....  211,008   177,687   166,416   158,530   161,890   155,411
Sell, gen & admin..  151,756   131,894   123,927   116,278   112,652   107,978  
                    --------- --------- --------- --------- --------- ---------
  Oper profit......   59,252    45,793    42,489    42,252    49,238    47,433
Interest expense...    2,822     3,260     5,305     6,374     7,239     7,567
Interest income....    1,076     1,474     1,093     1,215     1,597     1,864  
Other income.......      649     1,292     1,628     1,277     1,939     2,244
                    --------- --------- --------- --------- --------- ---------
  Total other inc..    1,725     2,766     2,721     2,492     3,536     4,108
                    --------- --------- --------- --------- --------- --------- 
Income before tax..   58,155    45,299    39,905    38,370    45,535    43,974
Income tax expense.   23,438    18,015    14,805    15,009    17,282    16,508
                    --------- --------- --------- --------- --------- ---------
  Net income.......  $34,717*  $27,284   $25,100   $23,361   $28,253   $27,466
                    ========= ========= ========= ========= ========= =========
Weighted avg shares
  outstg ('000s)...   18,268    18,172    18,064    17,941    17,868    17,886
Per com shr outstg
  Net income.......    $1.90*    $1.50     $1.39     $1.30     $1.58     $1.54
  Cash div paid....    $0.64     $0.60     $0.58     $0.56     $0.54     $0.46
BV on YE shr outst.   $15.91    $14.48    $13.58    $12.75    $11.98    $10.91
Rtn avg shrhdr eqt.    12.5%*    10.7%     10.6%     10.5%     13.8%     14.7%
Gr prft % of sales.    26.2%     26.0%     26.9%     26.1%     27.3%     28.1%
Op prft % of sales.     7.4%      6.7%      6.9%      6.9%      8.3%      8.6%
Op prft, excl. acq.  
  amort., int. inc.  
  & other inc. % of
  BOY capital......    19.4%     16.2%     15.4%     15.6%     19.6%     19.3%
Net inc % of sales.     4.3%*     4.0%      4.1%      3.8%      4.8%      5.0%
Income tax expense      
  % pretax income..    40.3%     39.8%     37.1%     39.1%     38.0%     37.5%
- -------------------------------------------------------------------------------
Deprec & amortiz...  $14,014   $14,061   $14,840   $14,039   $13,735   $13,607
Capital expendtrs..  $17,485   $12,248   $12,187   $21,428   $22,418    $9,334 
Prty,plt,eqpt,net..  $94,277   $90,407   $93,440   $95,508   $89,141   $79,845
- -------------------------------------------------------------------------------
Working capital.... $224,122  $202,398  $184,431  $172,989  $170,292  $158,947
Current ratio...... 4.1 to 1  3.8 to 1  3.7 to 1  3.7 to 1  3.4 to 1  3.1 to 1
Total assets....... $430,253  $401,064  $376,722  $363,085  $361,856  $349,007
- -------------------------------------------------------------------------------


                                   31


           Consolidated Six-Year Summary of Selected Financial Data            
(Dollar amounts in thousands, except per share data)
- -------------------------------------------------------------------------------
Year Ended in April   1994      1993      1992      1991      1990      1989
                    (53 wks)  (52 wks)  (52 wks)  (52 wks)  (52 wks)  (52 wks)
- -------------------------------------------------------------------------------
Long-term debt.....  $52,495   $55,370   $55,912   $62,187   $69,066   $70,641
Debt...............  $55,370   $55,912   $60,726   $70,867   $78,036   $80,244
Shareholders' eqty. $290,911  $263,386  $246,359  $229,217  $214,585  $194,293
Ending capital..... $346,281  $319,298  $307,085  $300,084  $292,621  $274,537
Ratio debt to eqty.    19.0%     21.2%     24.6%     30.9%     36.4%     41.3%
Ratio debt to capl.    17.4%     18.5%     20.9%     24.8%     28.7%     31.0%
- -------------------------------------------------------------------------------
Shareholders.......   12,615     9,032     8,081     7,208     6,827     4,843
Employees..........    9,370     8,724     8,153     7,828     8,046     7,743
- -------------------------------------------------------------------------------
*Excludes the income effect of adopting SFAS 109 in May 1993 of $3,352 or
 $.18 per share.

Note: Acquisition amortization of $1,056 for 1994, $1,039 for 1990-1993 and 
$1,041 for 1989 has been reclassified from other income to selling, general and 
administrative.

                               32
PAGE

                       Dividend and Market Information                        

              ----------------------------------------------------
               1994      Divi-              Market Price         
              Quarter    dends     ------------------------------- 
               Ended     Paid        High        Low        Close
              ----------------------------------------------------
              July 24   $0.15      $31 7/8     $25 1/2     $29 3/4
              Oct. 23    0.15       31 7/8      29 1/4      31 3/8 
              Jan. 22    0.17       39 3/4      31 1/2      39 3/4
              Apr. 30   $0.17      $40         $30 1/2     $33 1/2
                        -----                                                
                        $0.64                                                 
                        =====                                                  
                                                                  
             ----------------------------------------------------         
              1993       Divi-              Market Price          
             Quarter     dends    -------------------------------
              Ended      Paid        High        Low        Close
             -----------------------------------------------------
             July 25     $0.15     $24 5/8     $21         $23 3/8   
             Oct. 24      0.15      24 3/8      18          20 3/8
             Jan. 23      0.15      27 1/8      20 5/8      26 3/8
             Apr. 24     $0.15     $29 3/4     $26 3/8     $28  
                         -----
                         $0.60
                         =====

- -------------------------------------------------------------------------------
                         Dividend       Market Price                  P/E Ratio
      Dividends Dividend  Payout  -----------------------             --------- 
Year     Paid     Yield   Ratio     High     Low    Close   Earnings  High  Low 
- -------------------------------------------------------------------------------
1994    $0.64     1.9%    33.7%*  $40      25 1/2  33 1/2    $1.90*    21*  13*
1993     0.60     2.1%    40.0%    29 3/4  18      28         l.50     20   12
1992     0.58     2.5%    41.7%    28 3/4  19 1/2  23 1/2     1.39     21   14
1991     0.56     2.6%    43.1%    21 1/2  12 1/4  21 1/4     1.30     17    9
1990     0.54     2.8%    34.2%    23      16 3/4  19 5/8     1.58     15   11
1989     0.46     2.4%    29.9%    19 7/8  14      19 1/8     1.54     13    9

La-Z-Boy Chair Company common shares are traded on the NYSE and the PSE 
(symbol LZB).

                               33
PAGE

                   Unaudited Quarterly Financial Information                  

(Amounts in thousands, except per share data)
- -------------------------------------------------------------------------------
Quarter Ended     July 24     October 23   January 22    April 30    Year 1994  
                 (13 weeks)   (13 weeks)   (13 weeks)   (14 weeks)   (53 weeks)
- -------------------------------------------------------------------------------
Sales............ $162,096     $209,044     $192,648     $241,110     $804,898
Cost of sales....  123,047      152,160      141,771      176,912      593,890
                  --------     --------     --------     ---------    --------- 
  Gross profit...   39,049       56,884       50,877       64,198      211,008

Selling, general
  & admin........   32,509       39,464       37,136       42,647      151,756
                  --------     --------     --------     ---------    ---------
  Opertg profit..    6,540       17,420       13,741       21,551       59,252
Interest expense.      720          776          682          644        2,822
Total other inc..      717          671          412          (75)       1,725
                  --------     --------     --------     ---------    --------- 
  Inc before tax.    6,537       17,315       13,471       20,832       58,155
Income tax exp...    2,563        6,900        5,483        8,492       23,438
                  --------     --------     --------     ---------    ---------
    Net income...   $3,974*     $10,415       $7,988      $12,340      $34,717* 
                  ========     ========     ========     =========    =========
    Net income
      per share..    $0.22*       $0.57        $0.44        $0.67        $1.90*
                  ========     ========     ========     =========    =========

- -------------------------------------------------------------------------------
Quarter Ended     July 25     October 24   January 23    April 24    Year 1993 
                 (13 weeks)   (13 weeks)   (13 weeks)   (13 weeks)   (52 weeks)
- -------------------------------------------------------------------------------
Sales............ $140,003     $175,877     $169,810     $198,432     $684,122
Cost of sales....  106,543      130,924      125,677      143,291      506,435
                  --------     --------     --------     --------     --------
  Gross profit...   33,460       44,953       44,133       55,141      177,687
Selling, general
  & admin........   28,738       34,129       33,469       35,558      131,894
                  --------     --------     --------     --------     --------
  Opertg profit..    4,722       10,824       10,664       19,583       45,793
Interest expense.      867          841          765          787        3,260
Total other inc..      778          691          605          692        2,766
                  --------     --------     --------     --------     --------
  Inc before tax.    4,633       10,674       10,504       19,488       45,299
Income tax exp...    1,850        4,167        4,113        7,885       18,015
                  --------     --------     --------     --------     --------
    Net income...   $2,783       $6,507       $6,391      $11,603      $27,284
                  ========     ========     ========     ========     ========
    Net income
      per share..    $0.15        $0.36        $0.35        $0.64        $1.50
                  ========     ========     ========     ========     ========
                                   34

*Excludes the income effect of adopting SFAS 109 in May 1993 of $3,352 or  
 $.18 per share.  

Note: Acquisition amortization of $260 for the first and second quarters and 
fourth quarter of 1993, $259 for the third quarters and $277 for the fourth 
quarter of 1994 has been reclassified from other income to selling,
general and administrative.

                                   35


EXHIBIT XX

                            Consent of Independent Accountants


We hereby consent to the incorporation by reference in the Registration 
Statements on Form S-8 (Nos. 33-8996, 33-8997, 33-31502, and 33-50318) of
La-Z-Boy Chair Company of our report dated June 2, 1994 appearing on
page 2 of Exhibit I of this Form 10-K/A.



PRICE WATERHOUSE LLP
Toledo, Ohio
March 16, 1995


 

5 1,000 APR-30-1994 APR-30-1994 12-MOS 25,926 0 196,652 13,537 67,236 295,585 204,456 110,179 430,253 71,463 0 18,287 0 0 272,624 430,253 804,898 804,898 593,890 593,890 151,756 0 2,822 58,155 23,438 34,717 0 0 3,352 38,069 2.08 2.08