SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON, D.C.  20549-1004

                                  FORM 10-Q/A
                               (Amendment No. 1)
                                      to       
    
                  Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

 FOR QUARTER ENDED    January 28, 1995       COMMISSION FILE NUMBER    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 North Telegraph Road, Monroe, Michigan                48161-3390
     (Address of principal executive offices)                  (Zip Code)      

    REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE      (313) 241-4414   


                                     None
     Former name, former address and former fiscal year, if changed since 
                                 last report.

     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     [ ]     

     Indicate the number of shares outstanding of each issuer's classes of 
common stock, as of the last practicable date:



              Class                          Outstanding at January 28, 1995
  Common Shares, $1.00 par value                       17,968,660



     Part I, Part II item 1 and Part II item 6 are amended in their 
entirety as set forth below.
    
                        Part I.  Financial Information
          
Item 1   Consolidated Financial Statements


                          La-Z-Boy Chair Company       
                      CONSOLIDATED SUMMARY OF OPERATIONS              
                                                                              
                (Amounts in thousands, except per share data)                 
                                                                             
                                      THIRD QUARTER ENDED  (UNAUDITED)     
                               ----------------------------------------------
                                    Amounts      
                               ------------------            Percent of Sales
                               Jan. 28,  Jan. 22,  % Over    ---------------- 
                                 1995      1994    (Under)    1995     1994
                               --------  --------  -------   -------  -------  
Sales                          $210,814  $192,648      9%     100.0%   100.0%
Cost of sales                   157,767   141,771     11%      74.8%    73.6%
                               --------  --------  -------   -------  -------
  Gross profit                   53,047    50,877      4%      25.2%    26.4%
                                                                          
S, G & A                         39,616    37,136      7%      18.8%    19.3%
                               --------  --------  -------   -------  -------  
  Operating profit               13,431    13,741     -2%       6.4%     7.1%
                                                                           
Interest expense                  1,041       682     53%       0.5%     0.4%
Other income                        298       412    -28%       0.1%     0.3%
                               --------  --------  -------   -------  -------  
  Pretax income                  12,688    13,471     -6%       6.0%     7.0%
                                
Income taxes                      5,467     5,483     -0%      43.1%**  40.7%**
                               --------  --------  -------   -------  -------
  Net income                     $7,221    $7,988    -10%       3.4%     4.1% 
                               ========  ========  =======   =======  ======= 
                                                                             
 Average shares                  17,968    18,302     -2%
                                                              
 Earnings per share               $0.40     $0.44     -9%                

 Dividends per share              $0.17     $0.17      0%                    
                                                                             
  ** As a percent of pretax income, not sales.

  Note:  Acquisition amortization of $259 for both periods has
         been reclassified from other income to S, G & A.            
                                                                    
                         La-Z-Boy Chair Company       
                      CONSOLIDATED SUMMARY OF OPERATIONS
                                                                             
                (Amounts in thousands, except per share data)

                                       NINE MONTHS ENDED  (UNAUDITED)        
                               ----------------------------------------------
                                    Amounts      
                               ------------------            Percent of Sales
                               Jan. 28,  Jan. 22,  % Over    ----------------
                                 1995      1994    (Under)    1995     1994   
                               --------  --------  -------   -------  ------- 
Sales                          $615,787  $563,788      9%     100.0%   100.0%  
Cost of sales                   458,237   416,978     10%      74.4%    74.0%
                               --------  --------  -------   -------  -------
  Gross profit                  157,550   146,810      7%      25.6%    26.0%
                                                                             
S,G & A                         116,187   109,109      6%      18.9%    19.3%  
                               --------  --------  -------   -------  -------  
  Operating profit               41,363    37,701     10%       6.7%     6.7%
                                                                              
Interest expense                  2,455     2,178     13%       0.4%     0.4%
Other income                      1,705     1,800     -5%       0.3%     0.3%
                               --------  --------  -------   -------  -------  
  Pretax income                  40,613    37,323      9%       6.6%     6.6%
                                                                            
Income taxes                     17,044    14,946     14%      42.0%**  40.0%**
                               --------  --------  -------   -------  -------  
Income before acctg. change      23,569    22,377      5%       3.8%     4.0%
Accounting change                     -     3,352     N/A          -     0.6%
                               --------  --------  -------   -------  -------
  Net income                    $23,569   $25,729     -8%       3.8%     4.6%
                               ========  ========  =======   =======  ======= 
                                                            
 Average shares                  18,083    18,257     -1%
                                                           
Earnings per share:                                   
- -------------------                                                      
 Income before acctg. change      $1.30     $1.23      6%
                                                            
 Accounting change                    -      0.18     N/A
                               --------  --------  -------
 Net income                       $1.30     $1.41     -8%
                               ========  ========  =======
                                                             
 Dividends per share              $0.51     $0.47      9%
                                                              
  ** As a percent of pretax income, not sales.

  Note:  Acquisition amortization of $779 for both periods has
         been reclassified from other income to S, G & A.  


                            La-Z-Boy Chair Company     
                          CONSOLIDATED BALANCE SHEET
                                                                          
                            (Dollars in thousands)                          
                                                                             
                                   Unaudited           Increase             
                               ------------------     (Decrease)       Audited
                               Jan. 28,  Jan. 22,  ----------------   April 30,
                                 1995      1994    Dollars  Percent     1994
                               --------  --------  -------  -------   ---------
Current Assets                                                              
  Cash & equivalents            $41,552   $32,402   $9,150      28%    $25,926
  Receivables                   166,506   153,003   13,503       9%    183,115 
  Inventories                                                               
    Raw materials                36,362    33,259    3,103       9%     31,867
    Work-in-process              33,574    32,063    1,511       5%     29,325
    Finished goods               26,732    29,698   (2,966)    -10%     26,676
                               --------  --------  -------  -------   --------
      FIFO inventories           96,668    95,020    1,648       2%     87,868
      Excess of FIFO over LIFO  (21,034)  (18,170)  (2,864)    -16%    (20,632)
                               --------  --------  -------  -------   ---------
        Total inventories        75,634    76,850   (1,216)     -2%     67,236
                                                                            
  Deferred income taxes          17,820    13,720    4,100      30%     15,160
  Other current assets            5,084     5,614     (530)     -9%      4,148
                               --------  --------  -------  -------   --------- 
    Total Current Assets        306,596   281,589   25,007       9%    295,585
                                                                            
Property, plant & equipment      97,552    93,889    3,663       4%     94,277
                                                                            
Goodwill                         20,085    20,991     (906)     -4%     20,752
                                                                           
Other long-term assets           17,191    18,541   (1,350)     -7%     19,639
                               --------  --------  -------  -------   ---------
      Total Assets             $441,424  $415,010  $26,414       6%   $430,253
                               ========  ========  =======  =======   =========
                                                                         
Certain prior year balance sheet items have been reclassed for comparability
to the current year.

                                                                   
                            La-Z-Boy Chair Company       
                          CONSOLIDATED BALANCE SHEET
                                                                          
                            (Dollars in thousands)                         
                                                                               
                                   Unaudited           Increase              
                               ------------------     (Decrease)       Audited
                               Jan. 28,  Jan. 22,  ----------------   April 30,
                                 1995      1994    Dollars  Percent     1994
                               --------  --------  -------  -------   ---------
Current Liabilities                                                        
  Current portion of L/T debt    $1,875    $2,875  ($1,000)    -35%      2,875
  Accounts payable               29,761    22,740    7,021      31%     21,552
  Payroll/benefits               26,750    23,283    3,467      15%     29,453
  Estimated income taxes            803     3,148   (2,345)    -74%      3,882
  Other current liabilities      16,975    16,511      464       3%     13,701
                               --------  --------  -------  -------   ---------
    Total Current Liabilities    76,164    68,557    7,607      11%     71,463
                                                                            
Long-term debt                   56,245    52,495    3,750       7%     52,495
                              
Deferred income taxes             6,424     6,455      (31)     -0%      6,949

Other long-term liabilities       8,170     7,579      591       8%      8,435
                                                                            
Shareholders' Equity                                                        
  17,968,660 shares, $1.00 par   17,969    18,320     (351)     -2%     18,287
  Capital in excess of par       10,464     9,596      868       9%     10,147
  Retained earnings             267,014   252,550   14,464       6%    263,348
  Currency translation           (1,026)     (542)    (484)    -89%       (871)
                               --------  --------  -------  -------   ---------
    Total Shareholders' Equity  294,421   279,924   14,497       5%    290,911
                               --------  --------  -------  -------   ---------
      Total Liabilities and                                                
      Shareholders' Equity     $441,424  $415,010  $26,414       6%   $430,253
                               ========  ========  =======  =======   =========

Certain prior year balance sheet items have been reclassed for comparability
to the current year.


         LA-Z-BOY CHAIR COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS
               INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                   (Unaudited, dollar amounts in thousands)
          
                                         Three Months Ended  Nine Months Ended
                                        ------------------- -------------------
                                        Jan. 28,  Jan. 22,  Jan. 28,  Jan. 22,
                                          1995      1994       1995      1994 
                                        --------- --------- --------- ---------
Cash Flows from Operating Activities                                          
 Net income                               $7,221    $7,988   $23,569   $25,729
                                                                               
Adjustments to reconcile net income                                      
 to net cash provided by operating                                   
 activities 
  Accounting change                            0         0         0    (3,352)
  Depreciation and amortization            3,829     3,580    11,151    10,254
  Change in receivables                   26,498    28,387    16,609    16,947
  Change in inventories                      173    (1,460)   (8,398)  (16,364)
  Change in other assets and liab.          (183)   (7,523)    2,858    (7,122)
  Change in deferred taxes                (2,310)        3    (3,185)      382
                                        --------- --------- --------- ---------
   Total adjustments                      28,007    22,987    19,035      745
                                        --------- --------- --------- ---------
   Cash Provided by Operating
    Activities                            35,228    30,975    42,604    26,474
                                                                             
Cash Flows from Investing Activities                                         
 Proceeds from disposals of assets           104        79     1,338       146 
 Capital expenditures                     (4,691)   (4,069)  (15,179)  (13,283)
 Change in other investments               1,607      (234)    1,073    (3,311)
                                        --------- --------- --------- ---------
  Cash Used for Investing Activities      (2,980)   (4,224)  (12,768)  (16,448)

Cash Flows from Financing Activities                                          
 Short-term debt                               0         0       261       441
 Long-term debt                                0         0     7,500         0 
 Change in unexpended IRB funds              680         0       (59)        0
 Retirements of debt                           0      (530)   (5,011)     (983)
 Sale of stock under stock option plans      194       456     1,551     1,683
 Stock for 401(k) employee plans             349       707     1,179     2,073
 Purchase of La-Z-Boy stock                 (994)     (261)  (10,345)     (857)
 Payment of cash dividends                (3,056)   (3,109)   (9,232)   (8,576)
                                        --------- --------- --------- ---------
  Cash Used for Financing Activities      (2,827)   (2,737)  (14,156)   (6,219)
                                                                              
Effect of exch. rate changes on cash        (168)       23       (54)     (213)
                                        --------- --------- --------- ---------
Net change in cash and equivalents        29,253    24,037    15,626     3,594
                                                                             
Cash and equiv. at beginning of period    12,299     8,365    25,926    28,808
                                        --------- --------- --------- ---------
Cash and equiv. at end of period         $41,552   $32,402   $41,552   $32,402
                                        ========= ========= ========= =========

Cash paid during period - Income taxes   $10,923    $6,542   $22,776   $20,269
                        - Interest          $944      $522    $2,362    $1,945

                                                                       
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 Condensed Consolidated Financial Statements are an
integral part of these statements.                                        

Certain prior year balance sheet items have been reclassed for comparability
to the current year.


                LA-Z-BOY CHAIR COMPANY AND OPERATING DIVISIONS               

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS            


1.   Basis of Presentation
     ---------------------
     The financial information is prepared in conformity with generally 
     accepted accounting principles and such principles are applied on a basis 
     consistent with those reflected in the 1994 Annual Report filed with the 
     Securities and Exchange Commission.  The financial information included 
     herein, other than the consolidated condensed balance sheet as of April 
     30, 1994, has been prepared by management without audit by independent 
     certified public accountants who do not express an opinion thereon.  The 
     consolidated condensed balance sheet as of January 28, 1995 has been 
     derived from, but does not include all the disclosures contained in, the 
     audited consolidated financial statements for the year ended April 30, 
     1994.  The information furnished includes all adjustments and accruals 
     consisting only of normal recurring accrual adjustments which are, in the 
     opinion of management, necessary for a fair presentation of results for 
     the interim period.

2.   Interim Results
     ---------------
     The foregoing interim results are not necessarily indicative of the 
     results of operations for the full fiscal year ending April 29, 1995.

3.   Commitments and Contingencies
     -----------------------------
     There has been no significant change from the prior fiscal year end
     audited financial statements.



   
Item 2     Management's Discussion and Analysis of Financial
           Condition and Results of Operations
    

Due to the cyclical nature of the Company's business, comparison of operations 
between the most recently completed quarter and the immediate preceding 
quarter would not be meaningful and could be misleading to the reader of these 
financial statements.

   
La-Z-Boy Chair Company's 1995 fiscal third quarter that ended 
January 28, 1995 set a third quarter record with sales up
9%.  Net income per share was 9% lower than last year's third
quarter.  
        

   
The third quarter and nine months ended sales both increased 9%.  
Management believes the increases were primarily the result of the 
general economic recovery and were roughly equal to growth 
in the U.S. Furniture industry.  Price increases were generally in 
the 1-3% range and the remainder of the increases were primarily due 
to volume increases.  The decline in the Canadian exchange rate from 
last year in the third quarter and nine months ended reduced the sales 
increase by .3 points.
    

   
Sales do not include any acquired companies, so the third quarter 
and nine months improvements of 9% were all internally generated.  
Excluding exchange rate fluctuations sales increased in each period
at all five operating divisions with particular strength at Hammary.
    

   
In general, incoming sales orders and backlogs as of February
15, 1995 continue to be good.
    

   
For the nine month period ended gross profit as a percent of 
sales (margins) dropped from 26.0% last year to 25.6%.  The
majority of the decrease in nine month margins occurred in the 
third quarter.  Gross profit as a percent of sales (margins) 
dropped from 26.4% in last year's third quarter to 25.2% 
primarily due to cost increases.  The third quarter's
health-care costs were about 25% higher that last year.  Adverse 
selection and provider cost shifting are thought to have caused
the 25% jump.  Fourth quarter health-care costs are expected 
to be roughly equal to last year's quarter on a per week basis.  
(Last year's fourth quarter had high health-care costs).  
Costs of leather, fabric, cartoning and premium (not frame stock) 
woods were measurably up and are not expected to decline.  
Cartoning is expected to further increase in cost in the fourth
quarter of fiscal 1995.  Factory wage costs were up but were 
within expectations.  The next wage increase is scheduled to occur 
in the residential division at 3/1/95 and is expected to be moderate.
    
   
To a lesser extent, 1995's third quarter margins were unfavorably impacted 
approximately .1 points by incentives and costs associated with the introduction
of new contract products as well as an unfavorable Canadian/U.S. dollar exchange
rate.  The contract items are not expected to impact the upcoming fourth quarter
as much as the third quarter.  Canadian exchange rate gross margin impacts are 
expected to continue unless the Canadian dollar strengthens.
    
   
The costs and anticipated higher sales associated with La-Z-Boy's new TV
advertising campaign will affect the company's financial results in the fourth
quarter and beyond.  The national campaign is part of a long-term
effort believed to be necessary to further expand the company's marketshare 
by repositioning La-Z-Boy as a complete furniture resource.
    

       
The third quarter and nine months ended  S, G & A expenses increased 7% and 6% 
respectively from the prior year largely due to the increase in sales.  S, G & 
A expenses have been slightly less than what was expected before the year 
started.  This was primarily in the selling expenses area.  With the new TV 
advertising program, fourth quarter S, G & A expenses are expected to exceed 
both last year and expectation before the year started. 
    

   
The increase in interest expense for the quarter and nine months ended was
primarily due to higher interest rates.
    

   
Other income for the third quarter was down from the prior year primarily due
to Canadian exchange impacts.  This was partially offset by increased interest
income due to increased investments and higher interest rates.  The Canadian
dollar impacts are due to revaluations of trade and other cash-type 
intercompany balances at the end of each quarter and only change or cause P&L
impacts if the Canadian/U.S. dollar exchange rate changes from the end of one 
quarter to the end of the next consecutive quarter.  That is, unfavorable P&L
impacts will not occur in the fourth quarter if the rate stays the same or
strengthens (from Canada's perspective).
    
   
Income taxes as a percent of pretax profit was higher than last year for both   
the quarter and nine months ended primarily due to unfavorable tax situations 
at La-Z-Boy's Canadian operating division.  The higher tax rates may continue
in the fourth quarter.
    
   
The estimated income taxes liability was $2.3 million less at the end of
January, 1995 compared to January, 1994.  The January, 1994 balance was
overstated and corrected in the fourth quarter last year with the offsetting
adjustment to deferred taxes.  Since last year, the company has also settled
several audits and tax disputes which resulted in a significant reduction in
the estimated income taxes liability.
    
   
The deferred income taxes asset was higher at the end of January, 1995
compared to January, 1994 due to the increase in expenses which were deducted
for book purposes but cannot currently be deducted for tax purposes like
accrued bad debts expenses.
    
   
As mentioned above, a major new TV advertising program began 
in February.  This program is intended to increase sales over the
longer term.  Effects on sales in the shorter term (the next few quarters) are 
difficult to predict but sales increases and other related favorable management
actions may not be enough to cover the net additional costs of the TV program.
    

   
Raw materials were up 9% vs. last year.  About half of the increase was in  
fabric and leather; and although it was higher than desired, plans are in place
for a reduction by April, 1995.  Lumber was planned to increase as part of
seasonal purchasing and should be declining soon.
    
   
Finished goods declined 10%, roughly as planned.  On hand balances should be
leveling off although efforts are still underway to reduce balances longer
term.
    
   
The 89% decrease in the balance sheet currency translation adjustment from 
1/22/94 to 1/28/95 was due to the decline in the Canadian exchange rate from
.7627 to .7069 (Canadian dollar to U.S. dollar ratio).  This reduced the
present valuation of investments in the Canadian division.
    

   
The Company's strong financial position is reflected in the debt to capital 
percentage of 16% and a current ratio of 4.0 to 1 at the end of the third
quarter.  At April 30, 1994, the debt to capital percentage was 17% and the 
current ratio was 4.1 to 1.  At the end of the preceding year's third quarter,
the debt to capital percentage was 17% and the current ratio was 3.8 to 1. 
As of January 28, 1995, there was $62 million of unused lines of credit 
available under several credit arrangements.

Approximately 28% of the 2 million shares of Company stock authorized for
purchase on the open market are still available for purchase by the Company.
The Company plans to be in the market for its shares as changes in its stock
price and other factors present appropriate opportunities.



                         PART II.  OTHER INFORMATION                        



    
   
Item 1.  Legal Proceedings
- --------------------------
Not applicable.
    


Item 6.  Exhibits and Reports on Form 8-K.
- ------------------------------------------
   

(a)(1)(2) Amended and Restated Reorganization Agreement and the Amended and 
          Restated Plan of Merger among La-Z-Boy Chair Company, LZB Acquisition,
          Inc. and England/Corsair, Inc. (Filed as annexes A and B
          to Form S-4 (Commission File 33-57623) and incorporated herein by
          reference).

   (27)   Financial Data Schedule (EDGAR only)

    
(b) An 8-K was filed on January 13, 1995 discussing the agreement to acquire
    England/Corsair, Inc.

    An 8-K was filed on January 27, 1995 discussing third quarter sales and
    profits.


                                  SIGNATURE                                 
   
Pursuant to the requirements 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
                                                      (Registrant)        
                                                                        
                                                                        
                                                                        
                                                                           
Date:  March 20, 1995                           James J. Korsnack  
                                                  Corporate Controller       

 

5 1,000 Apr-29-1995 Jan-28-1995 9-MOS 41,552 0 184,486 17,980 75,634 306,596 215,850 118,298 441,424 76,164 0 17,969 0 0 276,452 441,424 615,787 615,787 458,237 458,237 116,187 0 2,455 40,613 17,044 23,569 0 0 0 23,569 1.30 1.30