SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                             FORM 10-K

            ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) of
                  THE SECURITIES EXCHANGE ACT OF 1934

  For the fiscal year ended April 29, 1995 - 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         48162
         (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 23, 1995.

           Common Shares, $1.00 Par Value - $493,546,702

     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 23, 1995
       Common Shares, $1.00 Par              18,450,344

Documents Incorporated By Reference:

     Portions of the 1995 Annual Report to Shareholders for the year
ended April 29, 1995 are incorporated by reference into Parts I, II
and IV.

     Portions of the Annual Proxy Statement filed with the Securities and
Exchange Commission on June 30, 1995 are incorporated by reference into

Part III.


<PAGE>

                               PART I


Item 1.  Business

     The information required in Part I, Item 1, section (a) is
contained in the Registrant's 1995 Annual Report to Shareholders, in
the section headed England/Corsair and in Note 2 to the Registrant's
consolidated financial statements contained in the Annual Report, and
is incorporated herein by reference.


(b)-(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 1995 Annual Report on page 26 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
1995 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 mostly centralized basis. The Registrant fabricates many 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 37 percent of
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 42 percent of
total 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
stabilized during the past year after two years of double digit price
increases. 


<PAGE>
    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 many 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
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 its 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). Extended dating is often offered on sales
promotions.

     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.


(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 for fiscal year 1995.
The Registrant's approximate dealer mix consisted of 41 percent
proprietary, 14 percent to major dealers (Montgomery Ward and other
department stores) and 45 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.  



<PAGE>
(c)(1)(viii) Orders and Backlog

     It has been determined that the majority of the Registrant's
Residential Division orders are for dealer stock, with approximately
35 percent of orders being requested directly by customers.
Furthermore, about 20 percent of units produced at all divisions are
built for the Registrant's inventory. The remainder are
"built-to-order" for dealers.

     As of July 1, 1995, backlogs, including England/Corsair, were
approximately $67 million compared to approximately $73 million on
July 2, 1994 which excludes England/Corsair. 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 from week to week. The
decline in backlogs is felt to be due to the general slowing of the
furniture industry during the summer. The slowdown in business recently
has been more than normal and is believed to be an industry wide
occurrence.

     The cancellation policy for La-Z-Boy Chair Company, in general,
is that an order cannot be cancelled after it has been selected for
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

     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. 

     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
U.S. 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.


(c)(1)(xi) Research and Development Activities

     The Registrant spent $7.9 million in fiscal 1995 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 $6.4 million in fiscal 1994 on such activities and
$6.2 million on such activities in fiscal 1993. The Registrant's
customers generally do not engage in research with respect to the
Registrant's products.



<PAGE>
(c)(1)(xii) Compliance with Environmental Regulations

     Information relating to Compliance with Environmental Regulations
(Note 11 of the Consolidated Financial Statements appearing in La-Z-Boy
Chair Company's Annual Report to Shareholders for 1995) is incorporated
herein by reference.


(c)(1)(xiii) Number of Employees 

     The Registrant and its subsidiaries employed 11,149 persons as
of April 29, 1995 and 9,370 persons as of April 30, 1994. The April
1995 total includes England/Corsair.

(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.



I
tem 2.  Properties

     In the United States, the Registrant operates twenty-eight
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 29, 1995 are as follows:


                           Floor Space                          Number of
         Location          (square feet) Operations Conducted   Employees


         Monroe,             233,900     Corporate office,          494
         Michigan                        Residential and
                                         Contract division 
                                         offices and R & D

         Newton,             628,707     Manufacture, assembly,   1,214
         Mississippi                     leather cutting and
                                         warehousing of 
                                         upholstery

         Redlands,           189,125     Upholstering, assembly     279
         California                      and warehousing of
                                         upholstery

         Florence,           416,249     Manufacture, assembly      485
         South Carolina                  and warehousing of
                                         upholstery


<PAGE>
         Florence,            48,400     Fabric processing           17
         South Carolina                  center

         Neosho,             560,640     Manufacture, assembly    1,092
         Missouri                        and warehousing of
                                         upholstery

         Dayton,             909,320     Manufacture, assembly    1,832
         Tennessee                       and warehousing of
                                         upholstery

         Siloam Springs,     399,616     Upholstering and           321
         Arkansas                        assembly of upholstery


         Tremonton,          672,770     Manufacture, assembly      842
         Utah                            and warehousing of
                                         upholstery

         Leland,             311,990     Manufacture, assembly      391
         Mississippi                     and warehousing of 
                                         Contract casegoods and 
                                         upholstery

         Waterloo,           257,340     Manufacture, assembly,     461
         Ontario                         and warehousing of
         (La-Z-Boy Canada Ltd.)          upholstery and division
                                         office

         Lincolnton,         375,823     Manufacture and            389
         North Carolina                  assembly of upholstery

         Grand Rapids,       440,000     Manufacture and            110
         Michigan                        assembly of Contract
                                         office furniture/systems

         Lenoir area,        654,688     Manufacture, assembly &    522
         North Carolina                  warehousing of primarily
         (Hammary)                       casegoods and some
                                         upholstered products 
                                         and division office

         Hudson area,      1,040,745     Manufacture, assembly,   1,260
         North Carolina                  and warehousing of
         (Kincaid)                       casegoods and division 
                                         office

         New Tazewell,       744,485     Manufacture, assembly    1,440
         Tennessee                       and warehousing of 
         (England/Corsair)               primarily upholstery 
                                         and division office
                          -----------                          ---------- 
                           7,883,798                             11,149
                          ===========                          ==========

     The Monroe, Michigan; Redlands, California; Dayton, Tennessee;
Waterloo, Ontario, Canada; Lincolnton, North Carolina; Grand Rapids,
Michigan; Lenoir, North Carolina; Hudson, North Carolina; most of the
New Tazewell, Tennessee and the Newton, Mississippi woodworking  plants
are owned by the Registrant. The Florence, South Carolina; Neosho,
Missouri; Newton, Mississippi; Siloam Springs, Arkansas and Tremonton,
Utah plants as well as the automated Fabric Processing Center were
financed by the issuance of industrial revenue bonds and are occupied

<PAGE>
under long-term leases with 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 22 years.


     Land improvements, buildings and building fixtures, machinery and
equipment, information systems and other property, plant and equipment
are depreciated using primarily accelerated methods over the estimated
useful lives of the assets as follows: 

                                                Years
                                              ----------  
         Land Improvements                        20
         Buildings and building fixtures       15 to 30
         Machinery and equipment                  10
         Information systems                       5
         Other                                  3 to 5



Item 3. Legal Proceedings                                      

     Information relating to certain legal proceedings (Note 11 of the
Consolidated Financial Statements appearing in La-Z-Boy Chair Company's
Annual Report to Shareholders for 1995) is incorporated herein by
reference.



Item 4. Submission of Matters to a Vote of Security Holders

        Not applicable.



                            PART II

     The information required in Part II (Items 5 through 8) is
contained in La-Z-Boy Chair Company's Annual Report to Shareholders for
1995, Exibit 13 from the Financial Report through the Unaudited
Quarterly Financial Information, and is incorporated herein by
reference.



Item 9. Changes in and disagreements with accountants on Accounting and
        Financial Disclosure

        Not applicable.



                             PART III

      The information required in Part III (Items 10 through 13) is
contained in the Registrant's proxy statement dated June 30, 1995 from
the Stock Ownership of Certain Beneficial Owners section through the
Performance Comparison section and also the Compensation Committee
Interlocks and Insider Participation section and is incorporated herein
by reference.  



<PAGE>

                              PART IV


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

       Listed below are all the documents filed as part of this report:

(a)  Index to Financial Statements

(1)  Financial Statements:
                                                       Page in Exhibit I
       Report of Independent Accountants on Financial
                  Statement Schedule............................S-2

(2)  Financial Statement Schedule: 

       II Valuation and Qualifying Accounts.....................S-3

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

     (3)(a)  Articles of Incorporation filed on Form 10-K dated July   
             20, 1993 (Commission File No. 1-9656) is incorporated
             herein by reference.

        (b)  By-laws filed on Form 10-K dated July 20, 1993            
             (Commission File No. 1-9656) is incorporated herein by
             reference.

     (4)     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).

   Instruments defining the rights of holders of long-term debt are not
   filed herewith, pursuant to paragraph (4)(iii) of Regulation S-K Item
   601. The Registrant will furnish all such documents to the Securities
   and Exchange Commission upon its request.

  * (10)(a)  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).  

      * (b)  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). 

      * (c)  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). 

      * (d)  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).


<PAGE>
      * (e)  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).

      * (f)  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). 

      * (g)  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).

      * (h)  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).

      * (i)  Form of Idemnification 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).  

        (j)  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). 

        (k)  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). 

        (l)  Amended and Restated Reorganization Agreement with
             England/Corsair, Inc. (filed as Annex A to registrant's
             Form S-4 dated April 7, 1995 (Commission File No.         
             33-57623) and incorporated herein by reference).

    (13)     1995 Annual Report to Shareholders (With the exception of
             the information incorporated in Part I and II, this
             document is not deemed to be filed as part of the report
             on Form 10-K).

    (21)     List of subsidiaries of La-Z-Boy Chair Company (filed
             herewith).

    (23)     Consent of Price Waterhouse LLP (filed herewith).

    (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

     Form 8-K filed February 6, 1995 (Commission File No. 1-9656)
     solely for the purpose of filing certain exhibits. No financial
     statements included.







<PAGE>

                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                           LA-Z-BOY CHAIR COMPANY

                               
                           BY  s\ C. T. Knabusch         July 25, 1995
                               ----------------- 
                                  C. T. Knabusch
                                  Chairman of the Board, President
                                  and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.

s\ E. J. Shoemaker   Executive Vice President of        July 25, 1995
- ------------------   Engineering, Director and Vice
   E. J. Shoemaker   Chairman of the Board 

s\ C. T. Knabusch    Chairman of the Board, President   July 25, 1995
- ------------------   and Chief Executive Officer
   C. T. Knabusch

s\ G. M. Hardy       Secretary and Treasurer, Principal July 25, 1995
- ------------------   Accounting Officer and Director
   G. M. Hardy

s\ F. H. Jackson     Vice President Finance, Principal  July 25, 1995
- ------------------   Financial Officer and Director
   F. H. Jackson

s\ P. H. Norton      Senior Vice President Sales and    July 25, 1995
- ------------------   Marketing and Director
   P. H. Norton

                     Director                           July 25, 1995
- ------------------
   L. G. Stevens

s\ J. F. Weaver      Director                           July 25, 1995
- ------------------
   J. F. Weaver

s\ D. K. Hehl        Director                           July 25, 1995
- ------------------
   D. K. Hehl

s\ R. E. Lipford     Director                           July 25, 1995
- ------------------
   R. E. Lipford

s\ W. W. Gruber      Director                           July 25, 1995
- ------------------
   W. W. Gruber

s\ J. W. Johnston    Director, Mr. Johnston is the      July 25, 1995
- ------------------   son-in-law of E. J. Shoemaker
   J. W. Johnston



<PAGE>
                     ANNUAL REPORT ON FORM 10-K


                      ITEM 14(a) and ITEM 14(d)

     LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

     YEARS ENDED APRIL 29, 1995, APRIL 30, 1994, AND APRIL 24, 1993



                       LA-Z-BOY CHAIR COMPANY 
                          MONROE, MICHIGAN






<PAGE>

                  INDEX TO FINANCIAL STATEMENTS


     The financial statements, together with the report thereon of
Price Waterhouse LLP dated June 1, 1995 appearing on pages 17 through 31
of the accompanying 1995 Annual Report to Shareholders are incorporated
by reference in this Form 10-K Annual Report. With the exception of
the aforementioned information, and the information incorporated in
Part II, the 1995 Annual Report to Shareholders is not to be deemed
filed as part of this report. The following financial statement
schedule should be read in conjunction with the financial statements in
such 1995 Annual Report to Shareholders. Financial statement schedules
not included in this Form 10-K Annual Report have been omitted because
they are not applicable or the required information is shown in the
financial statements or notes thereto.              




                     FINANCIAL STATEMENT SCHEDULE

                        1995, 1994, AND 1993


                                                                 

             Report of Independent Accountants on Financial
             Statement Schedule                                   

Schedule II  Valuation and Qualifying Accounts                    










<PAGE>

                  REPORT OF INDEPENDENT ACCOUNTANTS
                   ON FINANCIAL STATEMENT SCHEDULE




To the Board of Directors of
La-Z-Boy Chair Company


Our audits of the consolidated financial statements referred to in our
report dated June 1, 1995 appearing on Page 17 of the 1995 Annual
Report to Shareholders of La-Z-Boy Chair Company (which report and
consolidated financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the Financial
Statement Schedule listed in Item 14(a) of this Form 10-K. In our
opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. 



PRICE WATERHOUSE LLP   
Toledo, Ohio
June 1, 1995







<PAGE>
      LA-Z-BOY CHAIR COMPANY AND SUBSIDIARIES SCHEDULE II VALUATION
                        AND QUALIFYING ACCOUNTS 
                        (Dollars in thousands)

                                                         Trade
                               Additions                accounts
                               charged                  receivable
                  Balance at   to costs   Acquisition   "written off"  Balance 
                  beginning    and        of operating  net of         at end of
Description       of period    expenses   division      recoveries     period

YEAR ENDED
  April 29,1995:

Allowance for
doubtful accounts 
& long-term notes   $14,795      $5,847         $92        $2,997       $17,737

Accrued Warranties   $6,650      $1,350        $450                      $8,450

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 







                             * CHAIRMAN'S LETTER *

Dear Fellow Shareholders:

The 11,149 men and women of La-Z-Boy delivered another record year for you in
fiscal 1995, with total sales reaching $850 million and net income rising to
$36 million-$2.01 per share.  This is sales growth of 6%, climbing for the 14th
consecutive year.  Meanwhile, per-share income rose 6% over fiscal '94, 
excluding the effect of an accounting change.  You can see a variety of 
performance measurements in the financial highlights charts immediately 
following my letter.  We sincerely hope you're pleased with these results.

For fiscal '95 our results were on plan.  Since our employees' pay is tied to
performance, we strive for constant improvement because the better we do for
you as shareholders, the better for our workforce.  Through participation
in the 401K plan, 78% of eligible employees are now La-Z-Boy shareholders.
So we have the strongest possible incentive to make the stock rewarding to you.

We do this through an ongoing strategic plan that focuses on creating 
additional value for customers, retailers, and shareholders.  Constantly
strengthening the La-Z-Boy heritage of innovation, quality, and customer
satisfaction is our way to compete successfully in a rapidly changing world.

That heritage is the legacy of the pioneers who founded La-Z-Boy back in 1927.

During fiscal '95, four crucial strategic elements came to fruition.  We 
discuss them following my letter, so let me merely comment on them here.

We've launched our television advertising effort to broaden the La-Z-Boy 
brand name.  This long-term repositioning will reinforce our strength in 
the motion and stationary upholstered furniture marketplaces.  We believe
this will put us in a superior competitive position for the years ahead.

We've created an integrated, step-by-step total quality management system
in our manufacturing plants.  A significant effect of this program will be
to compress delivery schedules.  It's an important part of the Company's 
flexible manufacturing strategy which we've told you about for several years.

We've enhanced our program of tying the rewards for the majority of our
workforce to performance against specific group targets.  We believe this is
a crucial element in our success.

We've taken a major step in creating tomorrow's strategies for the Company's
global future.

Of course no company can escape fluctuations in its per-share price, and 
we were all hurt by an example of this in the third quarter of fiscal '95.
Although we insist on being conservative in our discussions with the financial
world, some followers of La-Z-Boy have grown so used to our success that 
they boost their own forecasts beyond our careful approach.  When our third
quarter results did not meet their expectations, we shareholders suffered 
for it in the short-term.

Please remember that we manage La-Z-Boy for long-term growth performance 
above the furniture industry's average, especially during low points in the
industry cycle.  The people of La-Z-Boy work hard to achieve the performance
that creates rising shareholder value.  Over time this should reward us all
with a rising per-share price.


<PAGE>
We are exacting strategists, taking pains to test new ideas for their likely
results and to manage the expected effects.  The process is methodical and
takes time.  But once that groundwork is laid, we can move with speed to
put our stategies into effect.  This care is a key element in the La-Z-Boy
heritage, supporting the reputation which we believe is one of our greatest
strengths.  We are dedicated to manufacturing and marketing our products
in a manner that treats our customers, employees, business associates, and
the environment with respect and dignity.  We treasure this reputation 
because it serves us particularly well in a consolidating industry.

While we do not have an entrenched strategy of growing by acquisition, our
reputation lends us extra strength when opportunities arise.  Our fiscal
year-end acquisition of England/Corsair, Inc. into the La-Z-Boy family is
an example.  When the fit is mutually rewarding and suits our strategies,
we have the financial strength to act.  Being one of our industry's most 
admired companies pays off.

Very quickly, let me look at the year ahead.  Because the U.S. furniture 
industry's fortunes are driven by interest rates and consumer confidence,
over the winter the industry faced calendar '95 with some trepidation.  
Now, halfway through the year, the industry sees slow growth in 1995 and
continuing pressures on margins.  While we cannot escape the industry's 
fluctuations entirely, we are confident that fiscal '96 will be another 
good year for La-Z-Boy.  We may pass the billion dollar mark in sales.

The most important idea to keep in mind when any company talks about 
strategy is that plans never mean much until they're carried out.  This
is why the people of La-Z-Boy, young and old, newcomers and experienced
hands alike, are the heart of all we do.  On behalf of every one of us, 
I hope you agree that the 11,149 men and women of La-Z-Boy work hard -
and well- for you year after year.

Please accept my personal invitation to come to our annual meeting.  We
look forward to visiting with you.


Sincerely,

Charles T. Knabusch
Chairman and President



                           * Company Overview *


The Best Known Name in Furniture

La-Z-Boy Chair Co. is the third largest overall furniture maker in the 
U.S. and the largest reclining chair manufacturer in the world.

Founded in 1927, La-Z-Boy has built a reputation for innovation, quality,
and customer satisfaction, with a brand name among the furniture world's
best known.  We are committed to producing quality home and business
furnishings delivering fair value to the consumer.  We are dedicated to 
manufacturing and marketing our products in a manner that treats our 
customers, employees, and the environment with respect and dignity, while
providing our shareholders with above average growth and profits.

The Company's manufacturing facilities strive to combine modern technology
with individual artisanship to achieve cost effective output, timely delivery,
and high quality.  We've tied our employees' pay directly to our Company's
success, and maintain an ongoing program to repurchase shares.  Historically,

<PAGE>
the Company's management for long-term growth has produced performance 
superior to the furniture industry in general, particularly during low 
points in the industry's cycles.

Our shares are traded on the New York and Pacific Stock Exchanges and have
paid dividends for 33 consecutive years.  We invite your interest as 
customers, potential business associates, and investors.  


                           * La-Z-Boy Milestones *


Pay for Performance

The majority of La-Z-Boy employees now receive part of their annual income 
based on their performance, individually and as teams, against annual goals.
In each office or plant, the workforce measures its bonus against concrete,
specific targets in their own jobs.  Sales goals.  Shipment timetables.
Production targets.  Quality measurements.  Their own efforts.  The real 
things people do to increase earnings per share.  We've been praised for the
internal communications zeal with which we make sure everybody knows,
throughout the year, how they and their team are faring on their bonus.
Constant awareness is a link to success.


Design & Engineering

Also launched in fiscal '95, our new design team concept enables the Sales,
Research & Development, and Manufacturing functions to design new products 
concurrently.  Each new product concept is put in the hands of a team which
consists of designers, engineers, cost analysts, and technical staff.  
Ultimately, our team goals are to compress the design curve until we have
all new procuct ideas completed and shipped to our customers within 90 days
of Market.

From initial product design through rigorous testing for quality and 
durability, La-Z-Boy deploys state of the art electronic equipment and 
computerized 3-D CAD and engineering.  In fiscal '95 our new "Pro-Engineering"
system came on line taking us closer to completely integrated design and 
manufacturing.


Manufacturing

Our 29 manufacturing plants now produce several million pieces of furniture
a year, with a wide array of technology and automation preceding final
assembly by hand.  This is why the launching in fiscal '95 of our new total 
quality management system is so important to La-Z-Boy.

In striving for constant improvement, our new system will use time-tested
tools of quality management in the manufacturing process:  implementing 
process controls, tracking by computer, measuring results step by step,
setting specific individual quality targets, and reducing the number of
handlings.  At the same time, we're infusing La-Z-Boy with a new manufacturing
culture encouraging every worker to recognize problems and fix them on the 
spot.

The idea, of course, is to do everything right the first time, satisfying
customers.  But now, each worker's customer will be the next man or woman
down the line.  Quality and efficiency go hand in hand.  An important result
of this program should be to continue the compression of delivery schedules.



<PAGE>
Capacity Addition

Fiscal '95 also saw the opening of our new Siloam Springs, Arkansas plant.
This $8 million, 400,000 square-foot facility is a major capacity
addition to meet growing demand for La-Z-Boy upholstered furniture.


International

In fiscal '95, La-Z-Boy began a careful review and refocusing of its
international business.  No stranger to the international marketplace, we
have exported our motion furniture for 25 years, and now export to over 30
countries throughout the world.  Moreover, La-Z-Boy has formed strategic 
alliances through licensing arrangements with leading furniture manufacturers
in England, Germany, and Italy in Europe; South Africa; Japan; New Zealand;
and in our own backyard, Mexico.  By the year 2000, the market in the Pacific
Rim alone is estimated to be the size of the U.S. and European markets 
combined.  And in Europe, consumer interest in motion furniture has grown
substantially over the past five years.

La-Z-Boy's international business strategy will vary from region to region,
recognizing that diversity is a constant in global markets.  Strengthening
the capacities of our licensees will continue to receive emphasis, as will
direct exports to targeted countries in the Middle East and the former
Soviet Union.  But the refocusing of our international business may entail
strategic positioning through joint venture manufacturing operations in key
emerging markets in East Asia, the Pacific Rim, and eastern Europe.  We
expect this strategy to support our U.S. operating margins, and over the 
coming years, to contribute to corporate profits. 


                           * La-Z-Boy Residential *

Fiscal '95 marked the start of a fundamental repositioning of the La-Z-Boy
residential business, through a major advertising and marketing campaign to
capitalize on our position as America's premier family room and living room
furniture resource.  Our aim:  to show a whole new world of customers how
"We Make The Rooms That Make A Home."

The first phase was a massive television campaign precisely targeted to our
primary customer.  The incredible reach and powerful impact of our commercials
on the highest-rated, prime-time national network shows were seen by 
hundreds of millions of viewers.  Simultaneously, we zeroed in on selected
cable networks - USA, THE FAMILY CHANNEL, HOME AND GARDEN TELEVISION, and 
LIFETIME.

Highlighting the wide variety of living and family room furniture La-Z-Boy 
offers, the commercials offered our free La-Z-Boy Decorating Guide to home
furnishings consumers seeking "hassle-free" decorating help.  This idea-
filled, full-color planner was sent to viewers telephoning our special number,
"1-800 Make A Home."

The number of consumer calls we received was overwhelming.  A key component
of our marketing efforts was responding promptly and cordially to everyone
answering our ads and then supplying those names and addresses to key 
La-Z-Boy dealers for follow-up and potential sales.

We achieved extensive public relations coverage in local, metropolitan
and national newspapers, along with magazine articles in LADIES HOME JOURNAL,
HOME, WOMAN'S DAY, BETTER HOMES & GARDENS and ESQUIRE.


<PAGE>
Phase 2 of our ongoing campaign began in May, and phase 3 will follow in
the fall.  Since La-Z-Boy now has approximately 98% name recognition across
America, we expect strong results from these messages speaking to the heart
as well as the head.

Obviously, the goal of our ad campaign is to increase La-Z-Boy sales.  While
many furniture companies use discounting to push their products to retailers,
this is not the La-Z-Boy way.  We address consumer interests and provide
them good reasons for buying La-Z-Boy products.  We market to customers so 
that they pull our products through our dealers' stores.

Behind our advertising lies a carefully structured marketing and distribution
system.  We're building on the greater sales potential of large new La-Z-Boy 
Furniture Galleries stores:  one-stop displays for all our products.  We're
growing in all the following key distribution networks:  our La-Z-Boy 
proprietary store network, including La-Z-Boy Furniture Galleries stores
and in-store La-Z-Boy Gallery stores; independent dealers; and regional 
chains.  La-Z-Boy also receives strong distribution through a single 
national account.  We ended fiscal '95 with over 130 stores carrying the 
La-Z-Boy Furniture Galleries name, 230 in-store La-Z-Boy Gallery stores, and 
thousands of independent dealers.

Over the years, our success has allowed La-Z-Boy Furniture Galleries stores
to create revenue higher than the industry average.  Much credit has to go 
to the constantly expanding La-Z-Boy product line.  In the fashion conscious
furniture industry, we excel with scores of different chairs and 
upholstered furniture styles in a wide selection of fabrics and leathers-
up a third from our range before our product repositioning began.  This
wide choice comes from our commitment to giving the consumer what she wants.

We make it easy for shoppers to buy with wide ranging, properly displayed
vignettes of both motion and stationary products in stores; plenty of
fabric patterns and colors to choose from; and knowledgeable salespeople
to help.  Our La-Z-Boy Screen Test video catalog system lets customers
actually see how various applications of fabrics look on a piece of furniture
they're considering before they buy.

The idea is to truly help the consumer.  This way we help our dealers,
our associates, and ourselves.  We treasure our reputation at La-Z-Boy and
our associated companies.  Our men and women work hard to merit our customers'
goodwill and the trust of everyone who does business with us. 


                  * La-Z-Boy Contract Furniture Group *

While residential furniture commands the lion's share of our business, 
La-Z-Boy is also a growing factor in business, healthcare and hospitality
furniture.  We manage these market segments under our Contract Furniture
Group, currently less than 10% of the Company.  Distribution for this 
division is gained through a growing network of dealers and in-store 
La-Z-Boy Business Gallery displays in 34 dealerships.

This is an exciting time for this growing industry, which now reaches the
$10 billion a year in sales.  As the American population ages, there is major
growth in healthcare furniture, and we are making concerted efforts to be a part
of this growth.  The fast changing hospitality furniture market offers us
challenges and opportunities, which we are assessing this year.  And of 
course in business furniture, the booming home office market offers us
new opportunities every day.



<PAGE>
                           * La-Z-Boy Canada *

The 434 men and women of La-Z-Boy Canada, our pioneering international
operation dating back to 1929, market the complete line of our residential
upholstered products.  While inflationary pressures and currency fluctuations
hurt our Canadian operations in fiscal '95, this year Canadian inflation
is easing, demand is improving considerably, and La-Z-Boy Canada's order
backlog has doubled.

La-Z-Boy Canada is also working on ISO-9000 certification, the prestigious
pedigree awarded after rigorous outside auditing of a company's manufacturing,
marketing, and administrative practices.  Starting in Europe, ISO-9000
certification is fast becoming a necessary global tool because it attests
to a company's high standards and business practices.

During fiscal '96, La-Z-Boy Canada will open two new La-Z-Boy Furniture
Galleries stores, making three altogether- in Winnipeg, Edmonton, and
Calgary.  La-Z-Boy Canada also expects to add 24 new in-store Furniture
Gallery stores to its network, bringing Canada's total to 60.


                              * Hammary *

The 522-strong workforce of Hammary's three plants produce upholstered
furniture, occasional tables, and wall home theater units.  Hammary's
philosophy of providing their customers with supreme quality at a medium
price puts them at the leading edge in their product categories.

After beginning a restructuring of its product lines and experiencing a 
sharp sales increase in fiscal '94, Hammary lifted its already high financial 
performance significantly during fiscal '95.  Hammary employees continue 
to improve performance on a daily basis as they fill the needs inherent in
Hammary's primary goal:  "Exceed customer expectations."

By focusing on fast-growing segments of the home furnishings market and 
entering the desk, home office, and curio areas, Hammary's five year plan
is to double in size by fiscal 2001.


                               * Kincaid *

The 1245 people of Kincaid produce bedroom and dining room furniture as
well as tables and entertainment units, manufacturing a wide, deep line
of solid wood furniture in their three plants.  Kincaid markets its 
products in better quality furniture stores, major regional chains, and
selected La-Z-Boy Furniture Galleries stores.

In fiscal '95, Kincaid benefitted from last year's major capacity expansions.
This reduced the need for new capital expenditures while helping to increase
sales.  This new capacity is needed to meet the increasing demand from the
growing network of 170 Kincaid galleries.

Commemorating its 50th anniversary in 1996, Kincaid is launching a new
line of mahogany furniture.  Like all Kincaid furniture, the new line is 
solid wood rather than veneer and will be offered in more Kincaid galleries
in major stores.  Kincaid's continuing goal is to be the leading manufacturer
of solid wood furniture in the United States.  



<PAGE>
                           * England/Corsair *

The newest division of La-Z-Boy is a prime example of how we used fiscal
'95 to work for our future as well as our present success.  England/Corsair
is a $100 million maker of upholstered furniture with six plants employing
1,500 people.  This widely respected company, serving 2,000 furniture 
dealers nationwide, will extend our market coverage at the moderate end
of the price scale.

From its beginning 31 years ago until its acquisition, England/Corsair
was family owned, building a reputation for innovative new manufacturing
technology and aggressive service to dealers.  One of England/Corsair's
strongest attributes is its superb integration of batch manufacturing, 
distribution, and transportation systems.

Last year England/Corsair shared the Arros award as the industry's best
provider of service to dealers with La-Z-Boy.  This year England/Corsair
plans to continue its growth and success as it introduces its new "Broadway"
line, designed for distribution in larger metropolitan areas.




<PAGE>
                                Financial Report                              

                     Report of Management Responsibilities                    

                              La-Z-Boy Chair Company

The management of La-Z-Boy Chair Company is responsible for the preparation of
the accompanying consolidated financial statements, related financial data, 
and all other information included in the following pages.  The financial 
statements have been prepared in accordance with generally accepted accounting
principles and include amounts based on management's estimates and judgements
where appropriate.

Management is further responsible for maintaining the adequacy and effective-
ness of established internal controls.  These controls provide reasonable 
assurance that the assets of La-Z-Boy Chair Company are safeguarded and that 
transactions are executed in accordance with management's authorization and   
are recorded properly for the preparation of financial statements.  The 
internal control system is supported by written policies and procedures, the 
careful selection and training of qualified personnel, and a program of 
internal auditing.

The accompanying report of the Company's independent accountants states their
opinion on the Company's financial statements, based on examinations conducted
in accordance with generally accepted auditing standards.  The Board of
Directors, through its Audit Committee composed exclusively of outside
directors, is responsible for reviewing and monitoring the financial state-
statements and accounting practices.  The Audit Committee meets periodically 
with the internal auditors, management, and the independent accountants to en-
sure that each is meeting its responsibilities.  The Audit Committee and the 
independent accountants have free access to each other with or without 
management being present.



                                                       Charles T. Knabusch
                                                       Chief Executive Officer

                                                       Frederick H. Jackson
                                                       Chief Financial Officer


<PAGE>

                       Report of Independent Accountants                      

                              Price Waterhouse LLP       

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

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of cash flows and of changes in share-
holders' equity, present fairly, in all material respects, the financial  
position of La-Z-Boy Chair Company and its subsidiaries at April 29, 1995 and 
April 30, 1994, and the results of their operations and their cash flows for 
each of the three years in the period ended April 29, 1995, 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 reason-
able assurance about whether the financial statements are free of material 
misstatement.  An audit includes examining, on a test basis, evidence support-
ing 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 10 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 1, 1995




<PAGE>
                          Consolidated Balance Sheet                           

(Amounts in thousands, except par value)
- ----------------------------------------------------------------------------
As of                                                  April 29,    April 30,
                                                         1995         1994
- ----------------------------------------------------------------------------
Assets
- ------
Current assets                                        
  Cash and equivalents..............................    $27,048     $25,926
  Receivables, less allowances of $16,000 in 1995 
    and $13,537 in 1994.............................    192,938     183,115
  Inventories 
    Raw materials...................................     39,604      31,867  
    Work-in-progress................................     35,036      29,325 
    Finished goods..................................     29,051      26,676 
                                                       ---------   ---------
      FIFO inventories..............................    103,691      87,868
      Excess of FIFO over LIFO......................    (22,600)    (20,632)
                                                       ---------   ---------
        Total inventories...........................     81,091      67,236

  Deferred income taxes.............................     18,242      15,160

  Other current assets..............................      6,081       4,148
                                                       ---------   ---------
    Total current assets............................    325,400     295,585

Property, plant and equipment, net..................    117,175      94,277
Goodwill, less accumulated amortization of 
  $6,463 in 1995 and $5,574 in 1994.................     41,701      20,752
Other long-term assets, less allowances of 
  $1,737 in 1995 and $1,257 in 1994.................     19,542      19,639
                                                       ---------   ---------
    Total assets....................................   $503,818    $430,253 
                                                       =========   =========
    

The April 29, 1995 balances include England/Corsair, which was acquired on 
   this date.

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


<PAGE>
                          Consolidated Balance Sheet                           


(Amounts in thousands, except par value)
- ----------------------------------------------------------------------------
As of                                                  April 29,   April 30,
                                                         1995        1994  
- ----------------------------------------------------------------------------

Liabilities and Shareholders' Equity
- ------------------------------------
Current liabilities
  Current portion of long-term debt.................     $4,676      $2,875
  Current portion of capital lease obligations......      2,078          --
  Accounts payable..................................     29,323      21,552
  Payroll/benefits..................................     31,845      29,453
  Estimated income taxes............................      4,855       3,882
  Other current liabilities.........................     15,343      13,701
                                                       ---------   ---------
    Total current liabilities.......................     88,120      71,463

Long-term debt......................................     71,149      52,495

Capital lease obligations...........................      5,298          --

Deferred income taxes...............................      6,610       6,949

Other long-term liabilities.........................      9,001       8,435

Shareholders' equity
  Preferred shares - 5,000 authorized; 0 issued.....         --          -- 
  Common shares, $1 par value - 40,000 authorized;
   18,562 issued in 1995 and 18,287 in 1994.........     18,562      18,287
  Capital in excess of par value....................     28,085      10,147
  Retained earnings.................................    277,738     263,348
  Currency translation adjustments..................       (745)       (871)
                                                       ---------   ---------
    Total shareholders' equity......................    323,640     290,911
                                                       ---------   ---------
      Total liabilities and shareholders' equity....   $503,818    $430,253
                                                       =========   =========


The April 29, 1995 balances include England/Corsair, which was acquired on
   this date.

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





<PAGE>
                       Consolidated Statement of Income                         

(Amounts in thousands, except per share data)
- -----------------------------------------------------------------------------
Year Ended                            April 29,      April 30,      April 24,
                                        1995           1994           1993
                                     (52 weeks)     (53 weeks)     (52 weeks)
- -----------------------------------------------------------------------------
Sales................................ $850,271       $804,898       $684,122  
Cost of sales........................  629,222        593,890        506,435
                                      ---------      ---------      ---------
  Gross profit.......................  221,049        211,008        177,687

Selling, general and administrative..  158,551        151,756        131,894
                                      ---------      ---------      --------- 
  Operating profit...................   62,498         59,252         45,793
                                     
Interest expense.....................    3,334          2,822          3,260
Interest income......................    1,628          1,076          1,474
Other income.........................    1,229            649          1,292
                                      ---------      ---------      ---------
Income before income tax expense.....   62,021         58,155         45,299


Income tax expense
  Federal - current..................   22,716         19,719         16,726
          - deferred.................   (1,205)          (445)        (1,965)
  State   - current..................    4,177          4,283          3,254
          - deferred.................       31           (119)            --
    Total tax expense................   25,719         23,438         18,015
                                      ---------      ---------      ---------
Net income before accounting change..   36,302         34,717         27,284
Accounting change....................       --          3,352             --    
                                      ---------      ---------      ---------
    Net income.......................  $36,302        $38,069        $27,284  
                                      =========      =========      =========

Weighted average shares..............   18,044         18,268         18,172
                                      =========      =========      =========

Net income per share before
  accounting change..................    $2.01          $1.90          $1.50
Accounting change....................       --            .18             -- 
                                      ---------      ---------      ---------
    Net income per share.............    $2.01          $2.08          $1.50
                                      =========      =========      =========


Acquisition amortization of $1,056 in 1994 and $1,039 in 1993 has been 
   reclassified from other income to selling, general and administrative.

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


<PAGE>
                     Consolidated Statement of Cash Flows                   

(Amounts in thousands)            
- -----------------------------------------------------------------------------
Year Ended                                  April 29,   April 30,   April 24,
                                              1995        1994        1993
                                           (52 weeks)  (53 weeks)  (52 weeks)
- -----------------------------------------------------------------------------
Cash flows from operating activities:
  Net income..............................   $36,302     $38,069     $27,284
  Adjustments to reconcile net income to net
    cash provided by operating activities: 
      Accounting change...................        --      (3,352)        --
      Depreciation and amortization.......    15,156      14,014      14,061
      Change in receivables...............    (6,013)    (13,165)    (14,475)
      Change in inventories...............    (4,142)     (6,749)     (2,679)
      Change in other assets and liab.....     1,624        (168)     12,368
      Change in deferred taxes............    (2,619)       (564)     (1,965)
                                            ---------   ---------   ---------
        Total adjustments.................     4,006      (9,984)      7,310
                                            ---------   ---------   ---------
        Cash provided by operating    
          activities......................    40,308      28,085      34,594  

Cash flows from investing activities:
  Proceeds from disposals of assets.......     1,442         177       2,100
  Capital expenditures....................   (18,980)    (17,485)    (12,248)
  Acquisition of operating division, net
   of cash acquired.......................    (2,486)         --          --
  Change in other investments.............      (254)     (2,981)     (2,624)
                                            ---------   ---------   ---------
        Cash used for investing activities   (20,278)    (20,289)    (12,772)

Cash flows from financing activities:
  Short-term debt.........................       261         727       1,767
  Long-term debt..........................     7,500          --          --
  Retirements of debt.....................    (5,011)     (1,269)     (6,581)
  Sale of stock under stock option plans..     1,834       1,850       1,372
  Stock for 40l(k) employee plans.........     1,521       2,952       2,503
  Purchase of La-Z-Boy stock..............   (12,772)     (2,928)     (2,676)
  Payment of cash dividends...............   (12,286)    (11,692)    (10,902)
                                            ---------   ---------   ---------
        Cash used for financing activities   (18,953)    (10,360)    (14,517)   

Effect of exchange rate changes on cash...        45        (318)       (234)
                                            ---------   ---------   ---------
Net change in cash and equivalents........     1,122      (2,882)      7,071

Cash and equiv. at beginning of the year..    25,926      28,808      21,737
                                            ---------   ---------   ---------
Cash and equiv. at end of the year........   $27,048     $25,926     $28,808
                                            =========   =========   =========
Cash paid during the year - Income taxes..   $28,010     $29,116     $16,789
                          - Interest......    $3,281      $2,675      $3,108


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.





<PAGE>
                 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 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  

Purchase of La-Z-Boy stock...     (529)           (12,243)            (12,772)
Currency translation.........                                  126        126
Exercise of stock options....       85      210     1,539               1,834
Exercise of 40l(k) stock.....       52      391     1,078               1,521 
Acquisition of operating 
  division...................      667   17,337                        18,004
Dividends paid...............                     (12,286)            (12,286)
Net income...................                      36,302              36,302
                               -------  -------  --------   -------  --------
  Balance at April 29, 1995..  $18,562  $28,085  $277,738    ($745)  $323,640
                               =======  =======  ========   =======  ========


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


<PAGE>

                   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.

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.

Revenue Recognition

Revenue is recognized upon shipment of product.

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 10).


Note 2:  Acquisitions

On April 29, 1995, the Company acquired all of the capital stock of 
England/Corsair, Inc., a manufacturer of upholstered furniture.
The Company paid $2.6 million in cash, $10.0 million in notes and $18.0 
million common sock, which resulted in goodwill approximating $21.8 million.
The notes and stock issued do not appear on the Consolidated Statement of Cash
Flows.

The acquisition has been accounted for as a purchase and, accordingly, assets
and liabilities but not results of operations are included in the Company's 
financial statements.

For twelve months ended April 1995, England/Corsair sales were $103.2 million,
and income before tax expense was $3.9 million.


<PAGE>
Note 3:  Cash and Equivalents

(Amounts in thousands)
- -----------------------------------------------------------------
                                        April 29,       April 30,
                                          1995            1994
- -----------------------------------------------------------------
Cash in bank...........................   $8,048          $5,926             
Certificates of deposit................   19,000          20,000
                                         -------         -------
  Total cash and equivalents...........  $27,048         $25,926
                                         =======         =======


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 1995 and 1994, $13 million and $10 million, respectively, was invested
in this bank's certificates.

Note 4:  Property, Plant and Equipment

(Amounts in thousands)
- ------------------------------------------------------------------
                                        April 29,        April 30,       
                                          1995             1994
- ------------------------------------------------------------------
Land and land improvements............   $10,559          $7,117
Buildings and building fixtures.......   105,996          92,720
Machinery and equipment...............    93,796          82,971
Information systems...................    12,571           9,859
Other.................................    28,863          11,789
                                        --------        -------- 
                                         251,785         204,456   
Less:  accumulated depreciation.......   134,610         110,179
                                        --------        -------- 
  Property, plant and equipment, net..  $117,175         $94,277
                                        ========        ========

Note 5:  Debt and Capital Lease Obligations

(Dollar amounts in thousands)
- -------------------------------------------------------------------------
                            Interest                April 29,   April 30,
                              rates    Maturities     1995        1994
- -------------------------------------------------------------------------
Credit lines..............  6.5%-8.5%   1998-02      $17,824     $15,000  
Private placement.........    8.8%      1996-01       11,250      15,000
La-Z-Boy notes............    8.0%      1996-99        9,969          --
Industrial revenue bonds..  4.5%-5.1%   1997-15       31,870      25,370  
Other debt................  6.0%-7.0%   1996-02        4,912          --
                                                     -------     -------
    Total debt...................................    $75,825     $55,370
    Less: current portion........................      4,676       2,875
                                                     -------     -------
    Long-term debt...............................    $71,149     $52,495
                                                     =======     =======

                        Weighted average interest       6.4%        4.8%      
     
                     Fair value of long-term debt    $76,267     $56,003


<PAGE>
The Company has entered into a $50 million unsecured revolving credit line
(Credit Agreement) to extend through August 1999, requiring interest only 
payments through August 1999 and requiring 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.

The Company leases equipment (primarily trucks used as transportation 
equipment) under capital leases expiring at various dates through fiscal
year 2000.

Maturities on debt and lease obligations for the five years subsequent to 
April 29, 1995 are $7 million, $8 million, $7 million, $8 million and 
$18 million, respectively.  As of April 29,1995, the Company had remaining   
unused lines of credit and commitments of $61 million under several credit 
arrangements.


Note 6:  Financial Guarantees

La-Z-Boy has provided financial guarantees relating to loans and leases for
in connection with proprietary stores.  The amounts of the guarantees are  
shown in the following table.  Because almost all guarantees are expected to
retire without being funded in whole, the contract amounts are not estimates
of future cash flows.

(Amounts in thousands)
- ------------------------------------------------------------------------------
                                          April 29, 1995       April 30, 1994
                                          Contract Amount      Contract Amount
- ------------------------------------------------------------------------------
Lease Guarantees.........................     $3,928               $4,830
Loan Guarantees..........................    $16,057               $7,746
- ------------------------------------------------------------------------------

Most guarantees require periodic payments to La-Z-Boy in exchange for the
guarantee.  Terms of current guarantees generally range from one to five years.

The guarantees have off-balance-sheet credit risk because only the periodic 
payments and accruals for possible losses are recognized in the Consolidated 
Balance Sheet until the guarantee expires.  Credit risk represents the 
accounting loss that would be recognized at the reporting date if counter-
parties failed to perform completely as contracted.  The credit risk amounts 
are equal to the contractual amounts, assuming that the amounts are fully 
advanced and that collateral or other security is of no value.


<PAGE>
Note 7:  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 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
  Granted........................    109,412         $27.00
  Exercised......................    (73,759)        $14.13 - $29.63
  Expired or cancelled...........    (40,927)        
- --------------------------------------------------------------------
Outstanding at April 29, 1995....    484,700         $14.13 - $29.63
- --------------------------------------------------------------------
Exercisable at April 29, 1995....    202,089                       
Shares available for grants at                                     
  April 29, 1995.................    809,240                        
- --------------------------------------------------------------------

The Company's shareholders have adopted Restricted Share Plans.  The
Compensation Committee of the Board of Directors was authorized to offer for
sale up to an aggregate of 600,000 common shares to certain employees.  
Employee members of the Board of Director's were authorized to offer for sale
up to an aggregate of 50,000 common shares to non-employee directors.  These 
shares are offered at 25% of the fair market value.  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 11,330 and 11,800 were granted and issued during the fiscal
years 1995 and 1994, respectively, under the Restricted Share Plans.  Shares
remaining for future grants under the above plans amounted to 430,745 at
April 29, 1995. 

The Company's shareholders have also adopted a Performance-Based Restricted 
Stock Plan.  This plan authorizes the Compensation 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 
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 29, 1995, performance awards were outstanding pursuant to which up to
approximately 160,000 shares may be issued in fiscal years 1996 and 1999, for
the four outstanding plans, depending on the extent to which certain specified 
performance objectives are met.  The costs of performance awards are expensed 
over the performance period.


<PAGE>
Note 8:  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 65% 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 Company maintains a defined benefit pension plan for all eligible factory
hourly employees.  The actuarially determined net periodic pension cost and 
retirement costs are computed as follows (for the years ended):

(Amounts in thousands)
- ------------------------------------------------------------------------------
                                         April 29,     April 30,     April 24,
                                           1995          1994          1993
                                        (52 weeks)    (53 weeks)    (52 weeks)
- ------------------------------------------------------------------------------
Service cost...........................   $1,739        $1,526        $1,426
Interest cost..........................    1,861         1,683         1,455
Actual return on plan assets...........   (2,737)         (719)       (2,197)
Net amortization and deferral..........      571        (1,575)         (234)
                                          -------       -------       -------
  Net periodic pension cost............    1,434           915           450 
Profit sharing.........................    4,892         4,659         4,341
SERP...................................      818           795           691
40l(k).................................    1,388         1,145         1,002
Other..................................      508           442           478
                                          -------       -------       -------
  Total retirement costs...............   $9,040        $7,956        $6,962
                                          =======       =======       =======
 
The funded status of the pension plans was as follows:

(Amounts in thousands)
- ------------------------------------------------------------------------------
                                                      April 29,     April 30,
                                                        1995          1994
- ------------------------------------------------------------------------------
Actuarial present value of accumulated benefit                      
  obligation........................................  ($26,403)     ($23,887)
Plan assets at fair value...........................    31,566        28,531
                                                      ---------     ---------
  Excess of plan assets over projected benefit                                
    obligation......................................     5,163         4,644
Prior year service cost not yet recognized in net                           
  periodic pension cost.............................     1,019         1,117
Unrecognized net loss...............................     4,536         5,274
Unrecognized initial asset..........................    (3,664)       (3,995)
                                                      ---------     ---------
  Prepaid pension asset.............................    $7,054        $7,040
                                                      =========     =========

The expected long-term rate of return on plan assets was 8.0% for 1995, and 
8.5% for 1994, and 9.0% for 1993.  The discount rate used in determining the  
actuarial present value of accumulated benefit obligations was 7.5% for 1995,
7.5% for 1994 and 8.0% for 1993.  Vested benefits included in the accumulated 
benefit obligation were $23 million and $21 million at April 29, 1995 and 
April 30, 1994, 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 9:  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 29,      April 30,      April 24,   
                                       1995           1994           1993
                                    (52 weeks)     (53 weeks)     (52 weeks)
- ----------------------------------------------------------------------------
Gross health care.................   $30,414        $29,061        $23,962
Participant payments..............    (4,783)        (4,442)        (2,356)  
                                     --------       --------       --------
  Net health care.................   $25,631        $24,619        $21,606
                                     ========       ========       ========

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



<PAGE>
Note 10:  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.  The Company recorded a tax
credit of $3 million or $0.18 per share, which represents the net increase
in the net deferred tax as of that date, as an accounting change.

The primary components of the Company's deferred tax assets and liabilities
as of April 29, 1995 and April 30, 1994 are as follows:

(Amounts in thousands)
- ---------------------------------------------------------------------------
                                                 April 29,        April 30,
                                                   1995             1994
- ---------------------------------------------------------------------------
Current                                       
Deferred income tax assets (liabilities):      
  Bad debt...................................     $7,330           $5,993
  Warranty...................................      3,478            2,703
  Workers' compensation......................      1,411            1,211
  SERP.......................................      1,285            1,023
  Inventory..................................        998              916  
  State Income tax...........................        990              (40)
  Performance based restricted stock plan....        856              624
  Other......................................      2,055            2,730
  Valuation allowance........................       (161)              --
                                                 --------         -------- 
      Total current deferred tax assets......     18,242           15,160
Noncurrent                                                      
Deferred income tax assets (liabilities):                        
  Property, plant and equipment..............     (3,723)          (4,434)
  Pension....................................     (2,921)          (2,899)
  Net operating losses.......................      1,187              418
  Other......................................        202              470
  Valuation allowance........................     (1,355)            (504)
                                                 --------         --------
      Total noncurrent deferred tax liabilities   (6,610)          (6,949)
                                                 --------         --------
        Net deferred tax asset...............    $11,632           $8,211
                                                 ========         ========
  
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 29,   April 30,   April 24,
                                                1995        1994        1993
- ------------------------------------------------------------------------------
Statutory tax rate.........................     35.0        35.0        34.0
Increase (reduction) in taxes resulting in:
State income taxes net of federal benefit..      4.4         4.8         4.7 
Tax credits................................     (0.5)       (0.2)       (0.3)
Acquisition amortization...................      0.7         0.7         0.9
Unutilized loss carryforwards..............      1.6         0.2         0.3
Miscellaneous items........................      0.3        (0.2)        0.2  
                                                -----       -----       ----- 
Effective tax rate.........................     41.5        40.3        39.8  
                                                =====       =====       =====


<PAGE>
Note 11:  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.

Additional Company stock may be issued to England/Corsair shareholders based on
England/Corsair's actual profit performance in each of the two years following
acquisition.  Any additional incentives will be recorded as an increase to
goodwill in the year earned.

The Company 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 minimis contributor and 
volumetric assessments indicate that the Company's contributions to each site
have been less than 0.1% of the total.  Each site has either completed or has 
begun the first phase of cleanup.  The total cleanup costs expected to be 
incurred at each site have not yet been accurately estimated, and await
the results of the currently ongoing remedial investigation/feasibility 
studies.  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 cleanup activities.
Estimates of the cleanup costs at the Caldwell site are being developed.
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 costs already expended and the preliminary estimates 
currently 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 29, 1995, a total of $300,000 has 
been accrued with respect to these three sites.



<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
Management Responsibilities, the Report of Independent Accountants, the
Financial Statements and related Notes, and all other pages that follow them
in the annual report.


Background
- -------------------------------------------------------------------------
Sales by Type                                1995        1994        1993
- -------------------------------------------------------------------------
Residential (Home)
  Upholstery...............................   76%         76%         74%
  Wood & Other.............................   18%         18%         19%
                                             ----        ----        ----
                                              94%         94%         93%
Contract (Office)..........................    6%          6%          7%
                                             ----        ----        ----
                                             100%        100%        100%
                                             ====        ====        ====
- -------------------------------------------------------------------------
Sales by Country                             1995        1994        1993
- -------------------------------------------------------------------------
United States..............................   94%         94%         95%
Canada and Foreign.........................    6%          6%          5%
                                             ----        ----        ----
                                             100%        100%        100%
                                             ====        ====        ====

La-Z-Boy is organized into six operating divisions.  Residential (68 years in
business) accounts for the majority of the upholstery category.  Kincaid (49
years) is part of the wood category.  La-Z-Boy Contract Furniture Group (23
years) is all of the Contract line.  Hammary (51 years) is primarily in the
wood category.  La-Z-Boy Canada (66 years) is part of the upholstery category.
England/Corsair (31 years), acquired April 1995, is not included in 1995 sales 
or the tables above.

La-Z-Boy is the world's largest recliner manufacturer and one of the largest
U.S. furniture companies.



<PAGE>
Analysis of Operations
Year Ended April 29, 1995
(1995 compared with 1994)

La-Z-Boy's sales increased 6% in fiscal 1995 over 1994.  However, on a com-
parable per-week basis, the increase was 8% due to 1995 containing 52 weeks
compared to 53 weeks in 1994. La-Z-Boy believes the increase was primarily the
result of the general economic recovery.   Selling price increases were
generally in the 2-3% range with the remainder of the sales increase due to 
volume.  Major product lines that experienced growth above the Company average
were the lower end recliners, modulars, tables and wall units (wood and other),
and sofas.
  
Therefore, all sales growth over the past seven years has been internally
generated. The 1995 sales on a per-week basis increased over 1994 at all five
operating divisions with particular strength at Hammary.

The 1995 gross margin (gross profit dollars as a percent of sales) of 26.0% de-
clined from the 26.2% gross margin in 1994.  The favorable impacts of selling
price increases and improved plant efficiency at most plants were offset by
cost increases relating to leather, fabric, cartoning and premium (not frame
stock) lumber.  Product line mix changes toward products with lower gross
margins also continued in 1995.  In addition, the gross margins for the 
contract and Canadian divisions were below the prior year.  The contract 
decline was largely due to incentives and costs associated with the 
introduction of new products.  The Canadian decline was primarily due to the 
unfavorable Canadian/U.S. dollar exchange rate along with product line mix 
changes toward products with lower gross margins.

The 1995 S, G & A expense of 18.6% was down slightly from 18.8% in 1994. 
Advertising expense increased in 1995 primarily due to the launch of a national
television advertising program.  A reduction in bad debt expense in 1995
partially offset the advertising increase.

As expected, the La-Z-Boy Contract Furniture Group did not generate a profit
in 1995.  This division was formed in 1994 through the merger of two former 
divisions.  In addition to the gross margin effects discussed above, the 
division incurred increased research and development expenditures, 
reorganization costs and start up costs associated with the merger.

Income tax expense as a percent of pretax income increased to 41.5% in 1995 
from 40.3% in 1994. The increase was primarily due to changes in profitability
among divisions which were partially offset by some favorable adjustments 
relating to the 1994 change in accounting for income taxes.


<PAGE>
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).

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 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 costs 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.   

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.


<PAGE>
Liquidity and Financial Condition

Effective April 29,1995, La-Z-Boy acquired England/Corsair, Inc., a 
manufacturer of upholstered furniture.  Payment was in the form of La-Z-Boy 
common stock, cash and notes, with additional incentives available during each
of the next two years if England/Corsair exceeds certain profit targets.  
England/Corsair employs approximately 1,500 employees at its six manufacturing
facilities and generates annual sales in excess of $100 million.

Cash flows from operations amounted to $40 million in 1995, $28 million in 1994
and $35 million in 1993 and have usually been adequate for day-to-day expend-
itures, dividends to shareholders and capital expenditures.

Capital expenditures were $19.0 million in 1995 compared to $17.5 million 1994 
and $12.2 million in 1993.  Some capacity expansions occurred in 1995 and 1994 
while 1993 did not require expansions.  Capacity utilization was approximately 
70% at the end of 1995 and 1994.

In 1995, La-Z-Boy obtained $7.5 million through the sale of an industrial 
revenue bond.  The proceeds were used to construct a new plant in Siloam 
Springs, Arkansas.  Retirements of debt totaled between $1 million and $7 
million for each of the last three years and were primarily related to paying 
down the $53 million debt incurred in 1987 to acquire an operating division. 

To acquire England/Corsair, La-Z-Boy issued $10.0 million of notes to the 
former shareholders payable in annual installments over the next four years.  
England/Corsair's debt of $7.4 million and capital lease obligations of $7.0 
million were assumed by La-Z-Boy as of April 29, 1995.

The Company had unused lines of credit and commitments of $61 million under 
several credit arrangements.  The primary credit arrangement, a $50 million 
unsecured revolving credit line (Credit Agreement) through August 1999, 
requires interest only payments through August 1999 and a payment of principal
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 29, 1995 and April 30, 
1994, the Company had acquired about 1,527,000 and 1,010,000 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.

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 shareholders' equity plus total debt).
The current ratio at the end of 1995 and 1994 was 3.7:1 and 4.1:1, 
respectively. The debt to capital ratio was 20.5% at the end of 1995 and 16.0%
at the end of 1994.

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

La-Z-Boy is subject to contingencies pursuant to environmental laws  and 
regulations. La-Z-Boy accrues for certain environmental remediation activities
related to past operations, including Superfund clean-up and Resource 
Conservation and Recovery Act (RCRA) compliance activities, for which 
commitments have been made and reasonable cost estimates are possible. La-Z-Boy
has been identified as a Potentially Responsible Party (PRP) at two clean-up
sites:  Organic Chemical and Seaboard Chemical Company.  At each site, La-Z-Boy


<PAGE>
has been identified as a de minimis contributor and volumetric assessments 
indicate that La-Z-Boy's contributions to each site have been less than 0.1% of
the total.  Each site has either completed or has begun the first phase of 
clean-up.  The total clean-up costs expected to be incurred at each site have 
not yet been accurately estimated, and await the results of the currently 
ongoing remedial investigation/feasibility studies.  La-Z-Boy is also 
participating with a number of other companies in the voluntary RCRA closure of
the Caldwell Systems site.  La-Z- Boy's volumetric assessment at this site is 
in the 1% range.  The Steering Committee responsible for negotiating the 
clean-up plan with the EPA has recently reinitiated its negotiations in 
anticipation of clean-up activities.  Estimates of the clean-up costs at the 
Caldwell site are being developed.  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 clean-up costs already expended
and the preliminary estimates currently available, management does not believe 
that any significant risk exists that La-Z-Boy  will be required to incur total
costs in excess of $100,000 at any of the  sites.  At April 29, 1995, a total 
of $300,000 has been accrued with respect to these three sites.  La-Z-Boy is 
also conducting voluntary compliance audits at La-Z-Boy owned facilities.



<PAGE>
Outlook

England/Corsair results will be included in the 1996 Consolidated Statement of 
Income.  The combination of England/Corsair sales with anticipated growth in 
the other divisions is expected to push 1996 sales over the $1 billion level.  

One of La-Z-Boy's financial goals 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 1995 over 1994 are in the 2-3% 
range.  For 1995, La-Z-Boy sales increased 8% over 1994 on a comparable 
per-week basis while the industry may have increased approximately 6-9%.  This 
sales growth goal has been in place for the past several years.

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 number of proprietary stores is expected to increase in 1996 for all divi-
sions and is a major contributor to La-Z-Boy's ability to achieve its sales 
goal.

During the fourth quarter of 1995, the Company began to experience a reduction 
in the backlog of orders compared to the prior year.  As a result, sales in 
the first quarter of 1996 may be flat or below 1995's first quarter sales on a
comparable basis excluding England/Corsair.

The La-Z-Boy Contract Furniture Group sales growth rate in the next few years 
is expected to exceed the average of the other divisions.

A second financial goal is to improve operating profit as a percent of sales 
in 1996 compared to 1995. For 1995, the operating profit margin was 7.4% of 
sales which matched the prior year.  Achieving this goal in 1996 may be 
difficult partly due to the inclusion of England/Corsair which in recent years
has had an operating profit margin below the Company average, but above 4.0% 
and a projected company wide slowing of sales growth.

A third goal is to achieve a 20% return on capital (operating profit, interest 
income and other income as a percent of  beginning of the year capital) in 
1996. For 1995, return on capital was 18.9% which was a decline from the 1994
return of 19.1%.  This goal has been in place for several years and will be 
more difficult to achieve in the future partly due to the recent addition of 
capital relating to the England/Corsair acquisition.

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 sales growth may be in product lines 
with lower gross margins and advertising expenses are expected to increase.

Capital expenditures are forecast to be approximately $18 to $22 million in 
1996 compared to $19 million in 1995.

For a number of years, the contract division has not generated a profit.  
Management feels the division must simplify the product mix and reduce SKU's to
improve service, quality and delivery lead time.  Eventually, profit margins 
comparable to the Company's average rates are believed to be achievable. 
Profitability at this level would help the Company reach the financial goals 
described previously 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, contract profitability is expected to improve in 1996 and the 
division is expected to begin generating an operating profit between 1997 and 
1998.   


<PAGE>
           Consolidated Six-Year Summary of Selected Financial Data            

(Dollar amounts in thousands, except per share data)
- -------------------------------------------------------------------------------
Year Ended in April   1995      1994      1993      1992      1991      1990
                    (52 wks)  (53 wks)  (52 wks)  (52 wks)  (52 wks)  (52 wks)
- -------------------------------------------------------------------------------
Sales.............. $850,271  $804,898  $684,122  $619,471  $608,032  $592,273
Cost of sales......  629,222   593,890   506,435   453,055   449,502   430,383
                    --------- --------- --------- --------- --------- ---------
  Gross profit.....  221,049   211,008   177,687   166,416   158,530   161,890
Sell, gen & admin..  158,551   151,756   131,894   123,927   116,278   112,652
                    --------- --------- --------- --------- --------- ---------
  Oper profit......   62,498    59,252    45,793    42,489    42,252    49,238
Interest expense...    3,334     2,822     3,260     5,305     6,374     7,239
Interest income....    1,628     1,076     1,474     1,093     1,215     1,597 
Other income.......    1,229       649     1,292     1,628     1,277     1,939
                    --------- --------- --------- --------- --------- ---------
Income before tax..   62,021    58,155    45,299    39,905    38,370    45,535
Income tax expense.   25,719    23,438    18,015    14,805    15,009    17,282
                    --------- --------- --------- --------- --------- ---------
  Net income.......  $36,302   $34,717** $27,284   $25,100   $23,361   $28,253
                    ========= ========= ========= ========= ========= =========
Weighted avg shares
  outstg ('000s)...   18,044    18,268    18,172    18,064    17,941    17,868
Per com shr outstg
  Net income.......    $2.01     $1.90**   $1.50     $1.39     $1.30     $1.58
  Cash div paid....    $0.68     $0.64     $0.60     $0.58     $0.56     $0.54
BV on YE shr outst.   $17.44    $15.91    $14.48    $13.58    $12.75    $11.98
Rtn avg shrhdr eqt.    12.2%*    12.5%**   10.7%     10.6%     10.5%     13.8%
Gr prft % of sales.    26.0%     26.2%     26.0%     26.9%     26.1%     27.3%
Op prft % of sales.     7.4%      7.4%      6.7%      6.9%      6.9%      8.3%
Op prft, int inc & 
  oth inc as % of
  BOY capital......    18.9%     19.1%     15.8%     15.1%     15.3%     19.2%
Net inc % of sales.     4.3%      4.3%**    4.0%      4.1%      3.8%      4.8%
Income tax expense      
  % pretax income..    41.5%     40.3%     39.8%     37.1%     39.1%     38.0%
- -------------------------------------------------------------------------------
Deprec & amortiz...  $15,156   $14,014   $14,061   $14,840   $14,039   $13,735
Capital expendtrs..  $18,980   $17,485   $12,248   $12,187   $21,428   $22,418
Prty,plt,eqpt,net.. $117,175   $94,277   $90,407   $93,440   $95,508   $89,141
- ------------------------------------------------------------------------------
Working capital.... $237,280  $224,122  $202,398  $184,431  $172,989  $170,292
Current ratio...... 3.7 to 1  4.1 to 1  3.8 to 1  3.7 to 1  3.7 to 1  3.4 to 1 
Total assets....... $503,818  $430,253  $401,064  $376,722  $363,085  $361,856
- ------------------------------------------------------------------------------
Long-term debt.....  $76,447   $52,495   $55,370   $55,912   $62,187   $69,066
Debt & Cap. leases.  $83,201   $55,370   $55,912   $60,726   $70,867   $78,036
Shareholders' eqty. $323,640  $290,911  $263,386  $246,359  $229,217  $214,585
Ending capital..... $406,841  $346,281  $319,298  $307,085  $300,084  $292,621
Ratio debt to eqty.    25.7%     19.0%     21.2%     24.6%     30.9%     36.4%
Ratio debt to capl.    20.5%     16.0%     17.5%     19.8%     23.6%     26.7%
- -------------------------------------------------------------------------------
Shareholders.......  12,665     12,615     9,032     8,081     7,208     6,827
Employees..........  11,149      9,370     8,724     8,153     7,828     8,046
- -------------------------------------------------------------------------------

<PAGE>
    Acquisition amortization of $1,056 for 1994 and $1,039 for 1990-1993 has 
    been reclassified from other income to selling, general and administrative.

  * April 1995 shareholders' equity used in this calculation excludes $18,004
    relating to stock issued on the last day of the fiscal year for the 
    acquisition of an operating division.

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



<PAGE>
                       Dividend and Market Information                        

              ----------------------------------------------------
               1995      Divi-              Market Price         
              Quarter    dends     ------------------------------- 
               Ended     Paid        High        Low        Close
              ----------------------------------------------------
              July 30   $0.17      $33 3/4     $25 3/8     $26 1/2
              Oct. 29    0.17       30          26 1/2      29 3/4 
              Jan. 28    0.17       32 5/8      27 7/8      30 5/8
              Apr. 29    0.17       29 1/8      26 1/4      27
                        -----                                                
                        $0.68                                                 
                        =====                                                  
                                                                  
             ----------------------------------------------------         
              1994       Divi-              Market Price          
              Year       dends    
              Ended      Paid        High        Low        Close
             -----------------------------------------------------

             Jul. 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
                         =====



- -------------------------------------------------------------------------------
                         Dividend       Market Price                  P/E Ratio
      Dividends Dividend  Payout  -----------------------             ---------
Year     Paid     Yield   Ratio     High     Low    Close   Earnings  High  Low
- -------------------------------------------------------------------------------
1995    $0.68     2.5%    33.8%   $33 3/4 $25 3/8 $27        $2.01     17   13
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


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



<PAGE>
                   Unaudited Quarterly Financial Information                  


(Amounts in thousands, except per share data)
- -------------------------------------------------------------------------------
Quarter Ended     July 30     October 29   January 28    April 29    Year 1995
                 (13 weeks)   (13 weeks)   (13 weeks)   (13 weeks)   (52 weeks)
- -------------------------------------------------------------------------------
Sales............ $174,387     $230,586     $210,814     $234,484     $850,271
Cost of sales....  133,654      166,816      157,767      170,985      629,222
                  --------     --------     --------     ---------    ---------
  Gross profit...   40,733       63,770       53,047       63,499      221,049
Selling, general
  & admin........   33,032       43,539       39,616       42,364      158,551
                  --------     --------     --------     ---------    ---------
  Opertg profit..    7,701       20,231       13,431       21,135       62,498
Interest expense.      662          752        1,041          879        3,334
Interest income..      273          355          374          626         1628
Other Income.....      273          506          (76)         526         1229
                  --------     --------     --------     ---------    ---------
  Inc before tax.    7,585       20,340       12,688       21,408       62,021
Income tax exp...    3,315        8,262        5,467        8,675       25,719
                  --------     --------     --------     ---------    ---------
    Net income...   $4,270      $12,078       $7,221      $12,733      $36,302 
                  ========     ========     ========     =========    =========
    Net income
      per share..    $0.23        $0.67        $0.40        $0.71        $2.01
                  ========     ========     ========     =========    =========

- -------------------------------------------------------------------------------
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
Interest income..      279          285          183          329        1,076
Other income.....      438          386          229         (404)         649
                  --------     --------     --------     ---------    --------
  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*
                  ========     ========     ========     =========    ========

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

  Acquisition amortization of $260 for the first and second quarters of 1994 
  and 1995, $259 for the third quarter of 1994 and $277 for the fourth quarter
  of 1994 has been reclassified from other income to selling, general and
  administrative.







                                                                
List of Subsidiaries


Subsidiary
Jurisdiction of Incorporation

La-Z-Boy Canada, Ltd.
Ontario, Canada

La-Z-Boy Ad Co.
Michigan

Kincaid Furniture Company, Incorporated
Delaware

La-Z-Boy Export Ltd.
Barbados

LZB Finance, Inc.
Michigan

England/Corsair, Inc.
Michigan








                 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, 33-50318 and
33-54743) of La-Z-Boy Chair Company of our report dated June 1, 1995
appearing on page 17 of the Annual Report to Shareholders which is
incorporated in this Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report on the Financial Statement
Schedule, which appears on page S-2 of this Form 10-K. 






PRICE WATERHOUSE LLP
Toledo, Ohio
July 21, 1995







<TABLE> <S> <C>
            
<ARTICLE>                             5
<MULTIPLIER>                      1,000
<FISCAL-YEAR-END>           APR-29-1995     
<PERIOD-END>                APR-29-1995
<PERIOD-TYPE>                    12-MOS
<CASH>                           27,048
<SECURITIES>                          0
<RECEIVABLES>                   208,938
<ALLOWANCES>                     16,000
<INVENTORY>                      81,091
<CURRENT-ASSETS>                325,400
<PP&E>                          251,785
<DEPRECIATION>                  134,610
<TOTAL-ASSETS>                  503,818
<CURRENT-LIABILITIES>            88,120
<BONDS>                               0     
<COMMON>                         18,562
<PREFERRED-MANDATORY>                 0
<PREFERRED>                           0
<OTHER-SE>                      305,078
<TOTAL-LIABILITY-AND-EQUITY>    503,818
<SALES>                         850,271 
<TOTAL-REVENUES>                850,271   
<CGS>                           629,222     
<TOTAL-COSTS>                   629,222
<OTHER-EXPENSES>                158,551
<LOSS-PROVISION>                      0
<INTEREST-EXPENSE>                3,334   
<INCOME-PRETAX>                  62,021
<INCOME-TAX>                     25,719
<INCOME-CONTINUING>              36,302 
<DISCONTINUED>                        0
<EXTRAORDINARY>                       0
<CHANGES>                             0
<NET-INCOME>                     36,302
<EPS-PRIMARY>                      2.01 
<EPS-DILUTED>                      2.01

</TABLE>