SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549-1004

                                  FORM 10-Q

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

         FOR QUARTER ENDED January 25, 1997 COMMISSION FILE NUMBER 1-9656

                            LA-Z-BOY  INCORPORATED 
             (Exact name of registrant as specified in its charter)

                   MICHIGAN                           38-0751137
     (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)              Identification No.)

    1284 North Telegraph Road, Monroe, Michigan          48162-3390
     (Address of principal executive offices)            (Zip Code)

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

                            LA-Z-BOY CHAIR COMPANY
Former name, former address and former fiscal year, if changed since last 
report.


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by section 13 or 15 (d) of the Securities Exchange Act 
of 1934 during the preceding 12 months and (2) has been subject to such 
filing requirements for the past 90 days.

          Yes        [X]                              No       [ ]   

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


           Class                            Outstanding at January 25, 1997
Common Shares, $1.00 par value                          17,960,888


                        Part I.  Financial Information
          
The Consolidated Balance Sheet and Consolidated Statement of Income required 
for Part I are contained in the Registrant's Financial Information Release
dated February 5, 1997 and are incorporated herein by reference.


         LA-Z-BOY INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS
               INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                   (Unaudited, dollar amounts in thousands)
          
                                    Three Months Ended    Nine Months Ended   
                                    -------------------   ------------------  
                                     Jan. 25,  Jan. 27     Jan. 25, Jan. 27,  
                                       1997      1996        1997     1996    
                                     --------  --------    -------  --------  
Cash Flows from Operating Activities                        
 Net income                            $9,801   $7,784     $29,651  $25,215   
                                                           
Adjustments to reconcile net income                        
 to net cash provided by operating                         
 activities 
  Depreciation and amortization          5,189    4,886     15,215   14,305   
  Change in receivables                 37,106   36,039     27,312   22,362   
  Change in inventories                 (1,978)  (4,871)   (12,994)  (8,101)  
  Change in other assets and liab.     (11,979)  (6,871)    (1,035)    (796)  
  Change in deferred taxes                (439)    (770)     1,317   (1,659)
                                      --------- --------   -------- --------
   Total adjustments                    27,899   28,413     27,181   26,111 
                                      --------- --------   -------- --------
   Cash Provided by Operating    
      Activities                        37,700   36,197     56,832   51,326   
                                                            
Cash Flows from Investing Activities                        
 Proceeds from disposals of assets         (167)    193        554      971   
 Capital expenditures                    (4,580)  (3,351)  (12,803) (12,590)  
 Change in other investments               (571)  (2,918)   (6,013)  (1,830)  
                                      ---------- --------   -------  -------  
  Cash Used for Investing Activities     (5,318)  (6,076)  (18,262) (13,449)  

Cash Flows from Financing Activities                       
 Short-term debt                             -       280       -        280
 Long-term debt                              -        -        -        -
 Retirements of debt                        (64)     (65)   (3,068) (10,616)  
 Capital leases                              -        -        -      1,161
 Capital lease principal payments          (509)    (578)   (1,587)  (1,655)  
 Stock for stock option plans             1,005      428     2,851    2,503   
 Stock for 401(k) employee plans            276      344       944      987   
 Purchase of La-Z-Boy stock              (6,993)     (52)  (17,361)  (4,485)  
 Payment of cash dividends               (3,446)  (3,523)   (9,909) (10,183)  
                                      ---------- --------  -------- --------  
  Cash Used for Financing Activities     (9,731)  (3,166)  (28,130) (22,008)  
                                                            
Effect of exch. rate changes on cash        (53)     (69)       54      (87)  
                                      ---------- --------  -------- -------- 
Net change in cash and equivalents       22,598    26,886   10,494   15,782   
                                                           
Cash and equiv. at beginning of period   14,956    15,944   27,060   27,048   
                                      ---------- --------  -------- --------
Cash and equiv. at end of period        $37,554   $42,830  $37,554  $42,830
                                      ========== ========  ======== ========

Cash paid during period - Income taxes  $12,461   $11,668  $23,231  $20,479   
                        - Interest         $948      $923   $2,918   $3,434   

For purposes of the Statement of Cash Flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.                                                
                                                                             
The accompanying Notes to Condensed Consolidated Financial Statements are an
integral part of these statements.                                        



                 LA-Z-BOY INCORPORATED AND OPERATING DIVISIONS
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation
     The financial information is prepared in conformity with generally 
accepted accounting principles and such principles are applied on a basis 
consistent with those reflected in the 1996 Annual Report filed with the 
Securities and Exchange Commission.  The financial information included 
herein, other than the consolidated condensed balance sheet as of April 
27, 1996, has been prepared by management without audit by independent 
certified public accountants who do not express an opinion thereon.  The 
consolidated condensed balance sheet as of January 25, 1997 has been 
derived from, but does not include all the disclosures contained in, the 
audited consolidated financial statements for the year ended April 27, 
1996.  The information furnished includes all adjustments and accruals 
consisting only of normal recurring accrual adjustments which are, in the 
opinion of management, necessary for a fair presentation of results for 
the interim period.
     
2.   Interim Results
     The foregoing interim results are not necessarily indicative of the 
results of operations for the full fiscal year ending April 26, 1997.

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


                  LA-Z-BOY INCORPORATED AND OPERATING DIVISIONS
                              MANAGEMENT DISCUSSION 

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

For further Management Discussion, see attached Exhibit 99

The Company's strong financial position is reflected in the debt to capital 
percentage of 16% and a current ratio of 3.4 to 1 at the end of the third 
quarter.  At April 27, 1996, the debt to capital percentage was 17% and the 
current ratio was 3.5 to 1.  At the end of the preceding year's third 
quarter, the debt to capital percentage was 18% and the current ratio was 
3.6 to 1.  As of January 25, 1997, there was $87 million of unused lines of 
credit available under several credit arrangements.

Approximately 19% of the 3 million shares of Company stock authorized for 
purchase on the open market are still available for purchase by the Company.  
The Company plans to be in the market for its shares as changes in its stock 
price and other factors present appropriate opportunities.


                          PART II. OTHER INFORMATION 

Item 6.  Exhibits and Reports on Form 8-K
(a)     (27)     Financial Data Schedule (EDGAR only)

        (99)     News Release and Financial Information Release: re Actual 
third quarter results and Management Discussion dated February 5, 1997.
            





                                   SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused the Quarterly Report on Form 10-Q for the quarter 
ended January 25, 1997 to be signed on its behalf by the undersigned 
thereunto duly authorized.

                                        LA-Z-BOY INCORPORATED  
                                            (Registrant)

                                        /s/ James J. Korsnack

Date   February 5, 1997                    James J. Korsnack
                                           Corporate Controller


 
            
5 1,000 9-MOS APR-26-1997 JAN-25-1997 37,554 0 177,933 0 92,185 331,496 115,167 159,852 517,244 96,960 0 17,961 0 0 327,953 517,244 718,362 718,362 532,913 532,913 136,125 0 3,300 49,229 19,578 29,651 0 0 0 29,651 1.63 1.63 Receivables are reported net of allowances for doubtful accounts on the Statement of Financial Position.
 

                               NEWS RELEASE
                               ------------
                  HIGHER SALES AND EARNINGS FOR LA-Z-BOY


MONROE, MI.,  February 5, 1997:  For its 1997 fiscal third quarter ended 
January 25, 1997, La-Z-Boy Incorporated continued to improve its sales and 
profits compared to last year.  This was the sixth consecutive quarterly im-
provement.  Third quarter sales rose 8% and net income per share increased 
$0.12 to $0.54.


FINANCIAL DETAILS
     THIRD QUARTER sales were $245 million vs. last year's $226 million, an 
increase of 8%.  Third quarter operating profit rose 13% to $15.8 million 
vs. last year's $14.0 million.  Net income rose 26% to $9.8 million vs. last 
year's $7.8 million.  Net income per share increased 29% to $0.54 vs. $0.42 
last year.

     For the NINE MONTHS ended 1/25/97 sales were up 6% to $718 million vs. 
$680 million.  Operating profit rose 12% to $49.3 million vs. $44.2 million 
in last year's first nine months.  Net income rose 18% to $29.7 million vs. 
$25.2 million.  Net income per share was up 20% to $1.63 vs. $1.36.


CHAIRMAN COMMENTS
     La-Z-Boy Chairman and President Charles T. Knabusch said, "Third
quarter sales were higher than our earlier expectations and are giving us
more encouragement that fourth quarter sales could match the year to date
increase."


COMMUNICATIONS AND MARKETING 
     La-Z-Boy Incorporated recently launched its own website on the ever ex-
panding World Wide Web.  The site address is www.lazboy.com and is designed 
to provide product, decorating, company dealer locations and financial in-
formation to consumers, shareholders and the investment community.

     The La-Z-Boy/Plymouth Road Home Sweepstakes is underway at all partici-
pating La-Z-Boy residential dealers.  Consumers can enter to win one of two 
1997 Plymouth and Grand Voyager minivans along with other great La-Z-Boy 
product prize packages.  Supported by print advertising in both Parade and 
Better Homes and Gardens magazines, the sweepstakes has been designed to 
generate retail traffic into participating La-Z-Boy retailers during January 
and February.


DIVIDENDS
     As announced earlier, La-Z-Boy's quarterly dividends were increased to 
$0.21 from $0.19 per share for shareholders of record 2/20/97 for payment 
3/10/97.


REDUCTIONS TO SHARES OUTSTANDING
     Due to stock buybacks exceeding issuances of stock, the number of
shares outstanding continued to decline at the end of the third quarter.
Outstanding shares were 18.562 million at 4/95, 18.385 at 4/96, 18.207 at
7/96, 18.135 at 10/96 and 17.961 at 1/97.


MORE INFORMATION
     La-Z-Boy's 10-Q filing includes a full income statement, balance sheet, 
cash flow statement and additional management discussion.  This information 
can be found in the SEC's EDGAR databases or at www.lazboy.com. See 
www.lzbcontract.com and www.hammary.com. for more information on these two 
of La-Z-Boy's six operating divisions.


NYSE & PSE:  LZB                       Contact:  Gene Hardy  (313) 241-4306





02/05/97     La-Z-Boy Incorporated Financial Information Release     1 of 3
                        CONSOLIDATED STATEMENT OF INCOME              
                  (Amounts in thousands, except per share data)                 
                                                                              
                                      THIRD QUARTER ENDED  (UNAUDITED)     
                               ---------------------------------------------
                                                            Percent of Sales
                               Jan. 25,   Jan. 27,  % Over  ----------------
                                 1997      1996    (Under)    1997    1996 
                               --------  --------  -------   ------  ------
Sales                          $244,581  $226,354      8%    100.0%  100.0%
Cost of sales                   180,979   170,602      6%     74.0%   75.4%
                               --------  --------  -------   ------  ------
  Gross profit                   63,602    55,752     14%     26.0%   24.6%
                                                                         
S, G & A                         47,765    41,783     14%     19.5%   18.4%
                               --------  --------  -------   ------  ------
  Operating profit               15,837    13,969     13%      6.5%    6.2%
                                                                          
Interest expense                  1,096     1,217    -10%      0.4%    0.5%
Interest income                     430       390     10%      0.2%    0.2%
Other income                        639       436     47%      0.2%    0.1%
                               --------  --------  -------   ------  ------
  Pretax income                  15,810    13,578     16%      6.5%    6.0%
                                
Income taxes                      6,009     5,794      4%     38.0%*  42.7%*
                               --------  --------  -------   ------   -----
  Net income                     $9,801    $7,784     26%      4.0%    3.4% 
                               ========  ========  =======   ======   ====== 
 

 Average shares                  18,086    18,533     -2%

 Earnings per share               $0.54     $0.42     29%                

 Dividends per share              $0.19     $0.19      0%                    


                                       NINE MONTHS ENDED  (UNAUDITED)     
                               ---------------------------------------------
                                                            Percent of Sales
                               Jan. 25,   Jan. 27,  % Over  ----------------
                                 1997     1996    (Under)    1997    1996 
                               --------  --------  -------   ------  ------
Sales                          $718,362  $680,431      6%    100.0%  100.0%
Cost of sales                   532,913   510,624      4%     74.2%   75.0%
                               --------  --------  -------   ------  ------
  Gross profit                  185,449   169,807      9%     25.8%   25.0%
                                                                         
S, G & A                        136,125   125,625      8%     18.9%   18.5%
                               --------  --------  -------   ------  ------
  Operating profit               49,324    44,182     12%      6.9%    6.5%
                                                                          
Interest expense                  3,300     4,118    -20%      0.5%    0.6%
Interest income                   1,260     1,330     -5%      0.2%    0.2%
Other income                      1,945     1,287     51%      0.3%    0.2%
                               --------  --------  -------   ------  ------
  Pretax income                  49,229    42,681     15%      6.9%    6.3%
                                
Income taxes                     19,578    17,466     12%     39.8%*  40.9%*
                               --------  --------  -------   ------   -----
  Net income                    $29,651   $25,215     18%      4.1%    3.7% 
                               ========  ========  =======   ======   ====== 
 

 Average shares                  18,168    18,509     -2%

 Earnings per share               $1.63     $1.36     20%                

 Dividends per share              $0.57     $0.55      4%                    


* As a percent of pretax income, not sales.



02/05/97     La-Z-Boy Incorporated Financial Information Release     2 of 3
                          CONSOLIDATED BALANCE SHEET                  
                            (Dollars in thousands)                          
                                                                             
                                   Unaudited           Increase             
                               ------------------     (Decrease)    Audited
                               Jan. 25,  Jan. 27,  --------------- April 27,
                                 1997      1996    Dollars  Percent   1996 
                               --------  --------  -------  ------- -------
Current assets                                                             
  Cash & equivalents            $37,554   $42,830  ($5,276)    -12% $27,060
  Receivables                   177,933   170,576    7,357       4% 206,430
  Inventories                                                              
    Raw materials                41,235    42,623   (1,388)     -3%  37,274
    Work-in-process              39,868    37,071    2,797       8%  35,241
    Finished goods               33,010    32,423      587       2%  28,333
                               --------  --------  -------  ------- -------
      FIFO inventories          114,113   112,117    1,996       2% 100,848
      Excess of FIFO over LIFO  (21,928)  (22,925)     997       4% (21,656)
                               --------  --------  -------  ------- --------
        Total inventories        92,185    89,192    2,993       3%  79,192
  
  Deferred income taxes          19,732    19,841     (109)     -1%   19,271
  Other current assets            4,092     4,160      (68)     -2%    5,148
                               --------  --------  -------  ------- --------
    Total current assets        331,496   326,599    4,897       1%  337,101
                                                                            
Property, plant & equipment     115,167   116,098     (931)     -1%  116,199
                                                                            
Goodwill                         39,117    40,688   (1,571)     -4%   40,359
                                                                           
Other long-term assets           31,464    22,584    8,880      39%   23,887
                               --------  --------  -------  -------   ------
      Total assets             $517,244  $505,969  $11,275       2% $517,546
                               ========  ========  =======  ======= ========

                                                                         

                                   Unaudited           Increase
                               -----------------      (Decrease)    Audited 
                               Jan. 25,  Jan. 27,  --------------- April 27, 
                                 1997      1996    Dollars  Percent   1996 
                               --------  --------  -------  -------  ------
Current liabilities
  Credit lines                       -       $280    ($280)    N/M      -
  Current portion - l/t debt     $4,625     5,658   (1,033)    -18%  $5,625
  Current portion - captl leases  2,067     2,198     (131)     -6%   2,114
  Accounts payable               33,941    33,187      754       2%  30,997
  Payroll/other comp             30,961    26,945    4,016      15%  34,609
  Estimated income taxes          2,741     3,361     (620)    -18%   5,572
  Other current liabilities      22,625    20,276    2,349      12%  17,601
                               --------  --------  -------  -------  ------
    Total current liabilities    96,960    91,905    5,055       6%  96,518
                                                                            
Long-term debt                   55,007    59,551   (4,544)     -8%  57,075
                              
Capital leases                    2,679     4,684   (2,005)    -43%   4,219

Deferred income taxes             5,808     6,550     (742)    -11%   6,663

Other long-term liabilities      10,876     9,617    1,259      13%   9,695

Commitments & contingencies
                                                                          
Shareholders' equity                                                       
  17,960,888 shares, $1.00 par   17,961    18,538     (577)     -3%  18,385
  Capital in excess of par       27,733    27,867     (134)      0%  28,016
  Retained earnings             300,861   288,136   12,725       4% 297,750
  Currency translation             (641)     (879)     238      27%    (775)
                               --------  --------  -------  -------  ------
    Total shareholders' equity  345,914   333,662   12,252       4%  343,376
                               --------  --------  -------  -------  -------
      Total liabilities and                                                
      shareholders' equity     $517,244  $505,969  $11,275       2% $517,546
                               ========  ========  =======  ======= ========








02/05/97  La-Z-Boy Incorporated Financial Information  Release  Page 3 of 3

OVERALL:
     Refer to today's press release for additional information.

GROSS PROFIT:
     Third quarter gross profit improved to 26.0% of sales from 24.6% of
sales last year. Most of this increase was due to margin improvements at the
England/Corsair, Canadian and La-Z-Boy Business Furniture Group divisions.
Increased unit volume coupled with reduced material and overhead costs ac-
counted for the majority of this improvement.

S, G & A:
     Third quarter S, G & A increased to 19.5% of sales vs. 18.4% last year 
primarily due to increased costs for employee bonuses and incentives.  In 
addition,  various selling related expenses increased and several one-time 
items occurred in the quarter including the costs of moving the Kincaid di-
vision offices into a new building.  S, G & A as a percent of sales is not 
expected to decline below last year's level in the fourth quarter.

INCOME TAXES:
     Third quarter income tax expense as a percent of pretax income was
38.0% vs. 42.7% last year.  The Canadian division results for the quarter
were favorable, reversing some of the unfavorable tax impacts recorded in
prior quarters.  The prior year Canadian division results were unfavorable,
generating unfavorable tax impacts.  In addition, the benefits of some
efforts to reduce tax expense were recorded during the quarter.  The
Canadian division results are expected to remain favorable compared to last
year in the fourth quarter and efforts to reduce tax expense will continue.
As a result, the fourth quarter tax rate should be lower than the prior
year.  

OTHER LONG-TERM ASSETS:
     Other long-term assets increased 39% from last year.  A major reason
for the increase was an investment in the international area.  Most of the
remaining increase relates to various proprietary store related financing
activities.