UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, DC  20549

                                 FORM 10-Q

(MARK ONE)

   /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the quarterly period ended March 29,June 28, 1997
                               -------------
                                    OR

   / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the transition period from _____________________ to ______________________

Commission File Number 0-2648
                       ------
                              HON INDUSTRIES Inc.
- ------------------------------------------------------------------------------
          (Exact name of Registrant as specified in its charter)

              Iowa                                       42-0617510
- -------------------------------                    -----------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                     Identification Number)

P.O. Box 1109, 414 East Third Street, Muscatine, Iowa  52761-7109
- ------------------------------------------------------------------------------
(Address of principal executive offices)               (Zip code)

Registrant's telephone number, including area code             319-264-7400   
                                                            ------------------


Indicate by check mark whether the registrant (1) has filed all required
reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), 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 of the issuer's classes of
common stock, as of the latest practical date.

            Class                           Outstanding at March 29,June 28, 1997    
- ---------------------------              -------------------------------------
Common Shares, $1 Par Value                       29,705,82829,689,707 shares


Exhibit Index is on page 13.15.





                               Page 1 of 14

16
                  


                   HON INDUSTRIES Inc. and SUBSIDIARIES

                                   INDEX


                      PART I.  FINANCIAL INFORMATION


                                                                       Page
                                                                       ----
Item 1.  Financial Statements (Unaudited)
- -----------------------------------------
Condensed Consolidated Balance Sheets --
March 29,June 28, 1997, and December 28, 1996                                    3-4

Condensed Consolidated Statements of Income --
Three Months Ended March 29,June 28, 1997, and March 30,June 29, 1996                       5

Condensed Consolidated Statements of Income --
Six Months Ended June 28, 1997, and June 29, 19966               

Condensed Consolidated Statements of Cash Flows --
ThreeSix Months Ended March 29,June 28, 1997, and March 30,June 29, 1996                         67

Notes to Condensed Consolidated Financial Statements                    7-88-9

Item 2.  Management's Discussion and Analysis of
- ------------------------------------------------
         Financial Condition and Results of Operations                9-1110-12
         ---------------------------------------------



                        PART II.  OTHER INFORMATION


Item 4.  Submission of Matters to a Vote of Security Holders             13
- ------------------------------------------------------------
Item 6.  Exhibits and Reports on Form 8-K                                1213
- -----------------------------------------
SIGNATURES                                                               1214

EXHIBIT INDEX                                                            1315

   (27) Financial Data Schedule                                          1416











                               Page 2 of 14

16
                     

                       PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements
- -----------------------------
                   HON INDUSTRIES Inc. and SUBSIDIARIES

                   CONDENSED CONSOLIDATED BALANCE SHEETS
   
                                                       
                                          March 29,June 28,
                                            1997     December 28,
                                        (Unaudited)      1996    
                                        -----------  ------------
ASSETS                                        (In thousands) 

CURRENT ASSETS                                       
 Cash and cash equivalents               $ 13,90224,137      $ 31,196
 Short-term investments                       1,504256         1,502
 Receivables                              110,341142,019       109,095
 Inventories (Note B)                      40,21661,156        43,550
 Deferred income taxes                     9,21619,746         9,046
 Prepaid expenses and other 
  current assets                           12,89415,927        11,138 
                                          -------       -------
   188,073       205,527
   Total Current Assets                   263,241       205,527

PROPERTY, PLANT, AND EQUIPMENT, at cost
 Land and land improvements                 9,1918,969         9,114    
 Buildings                                96,078132,154        92,509
 Machinery and equipment                  244,224256,146       231,780
 Construction in progress                  43,05445,903        42,507
                                          -------       -------
                                          392,547443,172       375,910
 Less accumulated depreciation            146,121149,661       141,294
                                          -------       -------
 Net Property, Plant, and Equipment       246,426293,511       234,616

GOODWILL                                   50,63458,020        51,213
                                          -------       -------
OTHER ASSETS                               22,35420,620        22,158
                                          -------       -------

   Total Assets                          $507,487$635,392      $513,514
                                          =======       =======












See accompanying notes to condensed consolidated financial statements.

                               Page 3 of 14

16
                   

                   HON INDUSTRIES Inc. and SUBSIDIARIES

                   CONDENSED CONSOLIDATED BALANCE SHEETS


                                         March 29,June 28,
                                           1997      December 28,
                                        (Unaudited)      1996    
                                        -----------  ------------
LIABILITIES AND SHAREHOLDERS' EQUITY        (In thousands)

CURRENT LIABILITIES
 Accounts payable and accrued expenses   $115,787$160,432      $127,910
 Income taxes                               11,7323,714         2,574
 Note payable and current maturities
   of long-term obligations                 10,7624,844        22,069
                                          -------       -------
   Total Current Liabilities              138,281168,990       152,553
LONG-TERM DEBT AND OTHER LIABILITIES      86,710162,889        91,468

CAPITAL LEASE OBLIGATIONS                   6,0506,036         6,320

DEFERRED INCOME TAXES                      11,51318,602        10,726

MINORITY INTEREST IN SUBSIDIARY                3856            50

SHAREHOLDERS' EQUITY
 Capital Stock:
 Preferred, $1 par value; authorized                         
 1,000,000 shares; no shares outstanding        -             -
 
 Common, $1 par value; authorized             
 100,000,000 shares; outstanding --        29,70629,689        29,713
 1997 - 29,705,828 shares;
 1996 - 29,713,26529,689,707 shares;
 1995 - 30,106,990 shares                                

 Paid-in capital                               45691           360
 Retained earnings                        239,774254,080       227,365
 Receivable from HON Members Company
   Ownership Plan                          (5,041)       (5,041)
                                          -------       -------
   Total Shareholders' Equity             264,895278,819       252,397

   Total Liabilities and 
     Shareholders' Equity                $507,487$635,392      $513,514
                                          =======       =======








See accompanying notes to condensed consolidated financial statements.

                               Page 4 of 14

16
                  

                   HON INDUSTRIES Inc. and SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                (Unaudited)


                                             Three Months Ended   
                                           March--------------------
                                           June 28,   June 29,
                                             March 30,
                                            1997       1996  
                                           --------------------  
                                           (In thousands, except
                                              per share data)

Net sales (Note E)                        $282,859     $233,477$296,567     $219,260

Cost of products sold                      194,194      160,006200,969      150,227
                                           -------      -------
 Gross Profit                               88,665       73,47195,598       69,033

Selling and administrative expenses         60,453       49,84664,303       49,507 
                                           -------      -------
 Operating Income                           31,295       19,526  

Interest income                                441          759

Interest expense                             1,582          767
                                           -------      -------
 Income Before Income Taxes                 30,154       19,518  
                                           
Income taxes                                11,307        7,222
                                           -------      -------
 Net Income                               $ 18,847     $ 12,296
                                           =======      =======
Net income per common share (Note D)      $   0.63     $   0.41
                                           =======      =======   
Average number of common 
  shares outstanding                    29,692,077   30,170,014 
                                        ==========   ==========
Cash dividends per common share           $   0.14     $   0.12
                                           =======      =======














See accompanying notes to condensed consolidated financial statements.

                               Page 5 of 16

                   HON INDUSTRIES Inc. and SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                (Unaudited)


                                             Six Months Ended    
                                        --------------------------
                                         June 28,       June 29,
                                           1997           1996    
                                        ------------   -----------
                                           (In thousands, except
                                              per share data)

Net sales (Note E)                        $579,426     $452,737

Cost of products sold                      395,163      310,233
                                           -------      ------- 
 Gross Profit                              184,263      142,504 

Selling and administrative expenses        124,756       99,353

Gain on sale of subsidiary (Note C)              -        3,200
                                           -------      -------
 Operating Income                           28,212       26,82559,507       46,351  

Interest income                                411          741852        1,500   

Interest expense                             1,553          8603,135        1,627
                                           -------      -------
 Income Before Income Taxes                 27,070       26,70657,224       46,224
             
Income taxes                                10,152        9,88121,459       17,103
                                           -------      -------
 Net Income                               16,918       16,825$ 35,765     $ 29,121
                                           =======      =======
Net income per common share (Note D)      $.57         $.55$   1.20     $   0.96
                                           =======      =======
Average number of common 
  shares outstanding                    29,699,911   30,345,17229,695,994   30,257,593
                                        ==========   ========== 
Cash dividends per common share           $.14         $.12$   0.28     $   0.24
                                           =======      =======












See accompanying notes to condensed consolidated financial statements.

                               Page 56 of 14

16

                   HON INDUSTRIES Inc. and SUBSIDIARIES

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)

                                             ThreeSix Months Ended     
                                           March--------------------
                                           June 28,   June 29,
                                             March 30,
                                            1997       1996
                                           --------   ---------   
                                               (In thousands)
Net Cash Flows From (To) Operating Activities:
 Net income                               $ 16,91835,765    $ 16,82529,121 
 Noncash items included in net income:
   Depreciation and amortization            7,439       5,58615,084      11,392 
   Gain on sale of subsidiary, 
     net of tax (Note C)                         -      (2,016)
   Other postretirement and postemployment 
     benefits                                  799         618686       1,205   
   Deferred income taxes                     617           -1,234        (113)
   Other - net                                  256           -12         248 
 Net increase (decrease) in noncash operating
   assets and liabilities                   (6,605)     (2,006)(6,674)     (6,281)
 Increase (decrease) in other liabilities              (3,307)     (1,520)(2,356)       (519)
                                           -------     -------
   Net cash flows from 
     operating activities                   16,117      17,487
                                           -------     -------43,751      33,037  

Net Cash Flows From (To) Investing Activities:
 Capital expenditures - net                (18,412)     (8,190)(34,222)    (20,928)
 Acquisition spending, 
   net of cash acquired                    (262)(66,292)          -
 Net proceeds from sale of 
   subsidiary (Note C)                           -       7,336
 Short-term investments - net                  (802)      1,498446        (604)
 Long-term investments                       800         (64)1,045         (95)
 Other - net                                  (455)(194)          -
                                           -------     -------
   Net cash flows (to) 
     investing activities                  (19,131)        580
                                           -------     -------(99,217)    (14,291)

Net Cash Flows From (To) Financing Activities:
 Purchase of HON INDUSTRIES common stock    (1,171)     (3,416)(2,535)     (7,971)
 Proceeds from long-term debt              100,000           -
 Payments of note and long-term debt       (9,859)     (1,348)(42,249)     (1,883)
 Proceeds from sales of HON INDUSTRIES common
   stock to members and stock-based 
   compensation                              908         5761,505         991
 Dividends paid                             (4,158)     (3,642)(8,314)     (7,258)
                                           -------     -------
   Net cash flows from (to) 
     financing activities                   (14,280)     (7,830)
                                           -------     -------48,407     (16,121)
 
Net increase (decrease) in cash and
   cash equivalents                         (17,294)     10,237(7,059)      2,625
Cash and cash equivalents at beginning
 of period                                  31,196      32,231
                                           -------     ------- 
Cash and cash equivalents at 
  end of period                           $ 13,90224,137    $ 42,46834,856
                                           =======     =======



See accompanying notes to condensed consolidated financial statements.

                               Page 67 of 14

16

                   HON INDUSTRIES Inc. and SUBSIDIARIES

     NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

                               March 29,June 28, 1997


Note A.  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included.  Operating results for the three-monthsix-month
period ended March 29,June 28, 1997, are not necessarily indicative of the results that
may be expected for the year ending January 3, 1998.  For further information,
refer to the consolidated financial statements and footnotes included in the
Company's annual report on Form 10-K for the year ended December 28, 1996.


Note B.  Inventories

Inventories of the Company and its subsidiaries are summarized as follows:

                                     March 29,June 28, 1997       December 28,
($000)                                (Unaudited)            December 28, 1996     
                                     --------------      ------------
Finished products                       $13,926$20,583            $15,793
Materials and work in process            26,29040,573             27,757
                                         ------             ------
                                        $40,216$61,156            $43,550
                                         ======             ======
Note C.  Gain on Sale of Subsidiary

During the first quarter of 1996, the Company sold all outstanding shares of
its subsidiary, Ring King Visibles, Inc., for a sale price of $8,000,000 in
cash and the forgiveness of intercompany receivables of approximately
$2,000,000.  The sale resulted in an approximate $3,200,000 pretax gain.

Note D.  Net Income per Common Share

In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (FAS) No. 128,  "EarningsEarnings per Share."   The
Statement requires the current primary earnings per share calculation to be
replaced with a new basic earnings per share calculation.  ThisThe Statement will
become effective for public companies for financial statements issued after
December 15, 1997, and early adoption is not permitted.  Management estimates
the impact of adopting FAS 128 will have no effect on the calculation of the
Company's reported year-end 1997 earnings per share given its current capital
structure of common stock and no potentially dilutive securities.

                               Page 78 of 14

16

Note E. Business Combinations

Assuming the acquisition of Heat-N-Glo Fireplace Products, Inc., had occurred
on December 31, 1995, the beginning of the Company's 1996 fiscal year, instead
of on October 2, 1996, when it actually occurred, the Company's pro forma
consolidated net sales for the firstsecond quarter ended March 30,June 29, 1996, would have
been approximately $253.1$242.5 million instead of the reported $233.5$219.3 million. Pro
forma consolidated net sales for the six months ended June 29, 1996, would
have been approximately $495.6 million instead of the reported $452.7 million.
Pro forma consolidated net income and net income per share for the second
quarter and first quartersix months of 1996 would not have been materially different
from the reported amounts.

The Company acquired Allsteel Inc. on June 17, 1997.  The transaction has been
accounted for under the purchase method.  Accordingly, Allsteel s opening
balance has been included in the Company's consolidated balance sheet as of
June 28, 1997, and its purchase in the Consolidated Statement of Cash Flows
for the six months ended June 28, 1997.  The purchase price of Allsteel was
$66.0 million which has been preliminarily allocated as follows:

                                         (In thousands)
   Working capital, other than cash          $29.4
   Property, plant, and equipment             38.4
   Goodwill                                    6.1
   Other liabilities                          (7.9)

Allsteel had no impact on the Company's reported consolidated statements of
income for the second fiscal quarter and six months ended June 28, 1997. 
Further information regarding the transaction is set forth in the Company's
Form 8-K, filed June 30, 1997.
























                                  Page 89 of 14

16

Item 2.  Management's Discussion and Analysis of
- ------------------------------------------------
         Financial Condition and Results of Operations
         ---------------------------------------------
Results of Operations
- ---------------------
A summary of the period-to-period changes in the principal items included in
the Condensed Consolidated Statements of Income is shown below:

                                               Comparison of
                      -------------------------------------------------------- 
Increases (Decreases) Three Months Ended  Six Months Ended  Three Months Ended
Dollars in Thousands    June 28, 1997 &   June 28, 1997 &     June 28, 1997 &
                         June 29, 1996     June 29, 1996       March 29, 1997   
                      &        March 29, 1997 &
                            March 30, 1996         December 28, 1996------------------  ----------------  ------------------

Net sales             $49,382    21.2%         $(7,286)  (2.5)%$77,307    35.3%   $126,689    28.0%    $13,708    4.8%
Cost of products sold  34,187    21.4            1,333    0.750,742    33.8      84,930    27.4       6,775    3.5
Selling & Administrative
  expenses             10,608    21.3           (2,235)  (3.6)14,796    29.9      25,403    25.6       3,850    6.4
Gain on sale of 
  subsidiary                (3,200) (100.0)-       -       3,200   100.0           -      -
Interest income          (329)  (44.4)            (530) (56.3)(318)  (41.9)       (648)  (43.2)         30    7.3
Interest expense          693    80.6             (278) (15.2)815   106.3       1,508    92.7          29    1.9
Income taxes            271     2.7           (2,488) (19.7)4,085    56.6       4,356    25.5       1,155   11.4
Net income              93     0.6           (4,148) (19.7)6,551    53.3       6,644    22.8       1,929   11.4


The Company reported record first quarterquarterly sales and earnings for its first
fiscal second
quarter ofended June 28, 1997.  This is the fifthsixth consecutive quarter of record
results from the operations.

For the quarter ended March 29,June 28, 1997, consolidated net sales were $282.9$296.6
million compared to $233.5$219.3 million in 1996, an increase of 21.2%35.3%.  Net income
for the firstsecond quarter of 1997 was $16.9$18.8 million, a 14.2%53.3% increase over net
income generated in the same quarter in 1996.  Net income per share for the
quarter increased to $0.63 per share, an increase of 53.7% over the same
quarter last year.

For the six months ended June 28, 1997, consolidated net sales were $579.4
million, up 28% from $452.7 million in the year ago period.  Net income for
the first half of 1997 was $35.8 million, a 32% increase over net income
generated in 1996, excluding a nonrecurring gain.  Net income per share
for the quarter increased to $0.57$1.20 per share, an increase of 18.8%35% when measured against $0.48$0.89
earned from ongoing operations last year.  The reported results for the first
quartersix months of 1996 included a $2 million after-tax, nonrecurring gain on the
sale of a subsidiary, Ring King Visibles, Inc., which contributed an
additional $0.07 per share to 1996 first quarter
net income which accordingly, totaled $16.8$29.1 million, or
$0.55$0.96 per share.

As a result of the Company's October 1996 acquisition of Heat-N-Glo Fireplace
Products, Inc., the Companyit now has two reportable core business segments:  office
furniture and hearth products.  Hearth products include a broad line of
manufactured gas- and wood-burning fireplaces and stoves, fireplace inserts,
and chimney systems principally for the home.

                              Page 10 of 16For the firstsecond quarter of 1997, office furniture comprised 85%83% of 
consolidated net sales and hearth products 15%17%.  Net sales for office
furniture were up 11%22% for the quarter compared to the same quarter a year ago, which basically
mirrors the reported growth of the overall office furniture industry.ago. 
Hearth productsproduct sales increased 155%176%, due primarily to contributions from the
Heat-N-
GloHeat-N-Glo division of Hearth Technologies Inc.  Management is pleased withOn a pro forma basis,
including Heat-N-Glo operations in the Page 9 of 14


integration progress being shown by Hearth Technologies which isCompany's quarterly prior year results,
hearth product sales increased 25% for the new
subsidiary formed by the merger of Heatilator and Heat-N-Glo.  This new
subsidiary has a stream of new products under development, and its overall
growth prospects continue to look promising.quarter.  Office furniture
contributed 93%82% of consolidated operating profit before unallocated corporate
expenses and hearth products 7%18% as defined by the prevailing Financial
Accounting Standards Board Statements for segment reporting.

The first quarterFor the six months ended June 28, 1997, office furniture comprised 84% of
the fiscal year is historically the weakestconsolidated net sales and earnings quarter forhearth products 16%.  Office furniture contributed
87% of consolidated operating profit before unallocated corporate expenses and
hearth products 13%.

The U.S. office furniture and hearth products industries are showing
impressive growth -- both are estimated to be up approximately 15% in the
first half of 1997.  The Company is participating in this industry growth and
gaining market share in both segments.  Management believes the Company's
market share gain in the office furniture segment is being driven by its
leading position in the faster growing medium-priced office furniture segment,
expanding distribution, particularly as a result of gaining more page count in
customer catalog merchandising, a steady stream of new product offerings.  It
is believed the market share gain in the hearth products segment.segment can be
contributed to the Company's leadership position in this expanding industry,
by strong customer acceptance of its existing fireplace and stove products,
especially gas burning fireplaces and stoves, and innovative new products.

The consolidated gross profit margin for the firstsecond quarter of 1997 was 31.3%32.2%
compared to 31.5% for the same periodquarter in 1996.  Consolidated sellingOn a six-month basis, the
margin was 31.8% for 1997 versus 31.5% for 1996.  Margin improvements are
being primarily driven by increased production unit volume, productivity
improvements, and effective cost control efforts.

Selling and administrative expenses for the firstsecond quarter of 19961997 were 21.4%21.7%
of net sales compared to 21.3%22.6% in the comparable quarter of 1996.  SellingOn a six-
month basis, they were 21.5% in 1997 versus 21.9% in 1996.  Management places
major emphasis on controlling and reducing selling and administrative expenses
as a percentage of net sales.  A continuing commitment to developing more
efficient business processes, which also improve member productivity, coupled
with stringent control of expenses continue to yield positive results. 
However, these results are being partially offset by increasing freight costs
due to the growth of unit volume, increasing distribution costs for 1997 include goodwill amortization associated withnew
warehouse capacity and product handling technologies that facilitate providing
higher level of service to customers, and the Company's
acquisitionongoing commitment to
developing and marketing new products.  







                              Page 11 of Heat-N-Glo, which amounted to a $0.02 per share charge to 
earnings in the first quarter.

Interest expense increased from $.9 million in the first quarter of 1996 to
$1.6 million for the first quarter of 1997 as the result of new debt incurred
to finance the acquisition of Heat-N-Glo.

The Company increased its estimated annual effective tax rate to 37.5% for the
1997 quarter from 37.0% a year earlier to reflect higher estimated state
income taxes.16

Liquidity and Capital Resources
- -------------------------------
As of March 29,June 28, 1997, cash and short-term investments decreased to $15.4$24.1
million compared to a $32.7 million balance at year-end 1996.  The decrease is
principally due to marketing program payments,a note payable payment and capital expenditures.

Net capital expenditures for the first quartersix months of 1997 quarter were $18.4$34.2 million
and primarily represent investment in new, more-efficientfor more efficient and productive machinery
and equipment.equipment and increased production capacity.  These investments were
funded by cash reserves and cash from operations.

A $0.14 per share quarterly dividend on common stock was paid on February 28,May 30, 1997,
to shareholders of record on February 24,May 22, 1997.  This was the 168th169th consecutive
quarterly dividend paid by the Company.

The Company has been using cash to repurchase its common stock over an
extended period of time because of management s continuing belief the stock
has been undervalued. In the firstsecond quarter, the Company repurchased 32,57331,075
shares of its common stock at a cost of approximately $1.2$1.4 million or an
average price of $35.94$44.46 per share.  For the six months of fiscal year 1997,
63,648 shares were acquired at a cost of approximately $2.6 million, or an
average price of $40.10 per share.  As of March 29,June 28, 1997, approximately $7.6$6.2
million of the Board's current repurchase authorization remained unspent.

10At the end of 14

the second quarter, the Company acquired Allsteel Inc. from BTR
plc.  Allsteel is a manufacturer and marketer of mid-priced office furniture,
which operates modern manufacturing facilities located in West Hazelton,
Pennsylvania, Jackson and Milan, Tennessee, and Tupelo, Mississippi.

Looking Ahead
Management's- -------------
Management s goal is to achieve double-digit growth in sales and earnings for
1997.  NewThe Company's growth is being driven by the introduction and acceptance
of new products, inwhich expand the appeal to existing customers and allow the
Company to enter new category offerings through multiple
channelsmarket segments.  The strategy is to increase market
share, while broadening the product line and developing additional value-added
services. Management is optimistic about the remainder of distribution will continue1997 and the ability
to be a major contributor to results. 
The Company will also continue to focus on cost control by aggressive
purchasing policies, efficient use of resources, and reducing distribution
costs.achieve the Company's financial goals.

Except for the historical information contained herein, the matters discussed
in this Form 10-Q are forward-looking statements.  Such forward-looking
statements involve risks and uncertainties which could cause actual results or
outcomes to differ materially from those discussed in the forward-looking
statements.  The following are some of the important factors that could cause
actual results or outcomes to differ materially from those discussed in the
forward-looking statements:  competitive conditions, pricing trends in the
office furniture and hearth products markets, acceptance of the Company's new
product introductions, the overall growth rate of the office furniture and
hearth products industries, the achievement of cost reductions and
productivity improvements in the Company's operations, impact of future
acquisitions, as well as the risks, uncertainties, and other factors described
from time to time in the Company's SEC filings and reports.


                        Page 1112 of 14

16

                         PART II.  OTHER INFORMATION


Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
The Annual Meeting of Shareholders of HON INDUSTRIES Inc. was held on May 13,
1997, for purposes of electing four Directors to the Board of Directors,
approval of the 1995 Stock-Based Compensation Plan, as amended and restated,
and approval of the 1997 Equity Plan for Non-Employee Directors.  The first
proposal voted upon was the election of four Directors for terms expiring at
the annual meeting in 2000.  The four persons nominated by the Company's Board
of Directors received the following votes and were elected:

                            For            Withheld 
                            ---            --------
        Robert W. Cox    26,469,228          73,501
                             or 89%           or 0%

        Stanley M. Howe  26,468,101          74,628                  
                             or 89%           or 0%

        Lee Liu          26,456,603          86,126       
                             or 89%           or 0%

        Lorne R. Waxlax  26,471,288          71,441                  
                             or 89%           or 0%

The second proposal voted upon was the approval of the 1995 Stock-Based
Compensation Plan, as amended and restated.  The Plan was approved with
17,053,860 votes, or 57%, voting for and 8,352,315, or 28%, votes withheld.

The third proposal voted upon was the approval of the 1997 Equity Plan for Non-
Employee Directors.  The Plan was approved with 21,845,268 votes, or 74%,
voting for and 3,560,901, or 12%, votes withheld.

As to all three proposals, there were no broker non-votes.




Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------
  (a)  Exhibits. See Exhibit Index.

  (b)  Reports on Form 8-K. No reportsThe Company filed a current report on Form 8-K
       have been filed duringdated June 30, 1997, to report the quarter for which this report is filed.acquisition of Allsteel Inc. on
       June 17, 1997. 







                                 Page 13 of 16

                                    SIGNATURES

Pursuant to the requirements 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.


                                              HON INDUSTRIES Inc.



Dated: May 9,August 7, 1997                         By  /s/ David C. Stuebe         
                                                  -------------------
                                                  David C. Stuebe
                                                  Vice President and
                                                  Chief Financial Officer



                                             By  /s/ Melvin L. McMains
                                                 ---------------------
                                                 Melvin L. McMains
                                                 Controller

































                                Page 1214 of 14

16

                             PART II.  EXHIBITS


EXHIBIT INDEX
                                                                         Page

(27) Financial Data Schedule                                              1416 















































                                Page 1315 of 1416