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 30, 1994 - Commission File No. 0-5091
    
    
                             LA-Z-BOY CHAIR COMPANY
            (Exact name of registrant as specified in its charter)
    
              MICHIGAN                                 38-0751137
    (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)                Identification No.)
    
    1284 N. Telegraph Road, Monroe, Michigan                48161
    (Address of principal executive offices)              (Zip Code)
    Registrant's Telephone Number - Area Code (313) 242-1444
    Securities registered pursuant to Section 12(b) of the Act:  None
    Securities registered pursuant to Section 12(g) of the Act:  
    
                         COMMON SHARES, $1.00 Par Value  
                                (Title of Class)      
    
         Indicate by check mark if disclosure of delinquent filers pursuant to
    Item 405 of Regulation S-K is not contained herein, and will not be
    contained, to the best of registrant's knowledge, in definitive proxy
    or information statements incorporated by reference in Part III of this
    Form 10-K or any amendment to this Form 10-K.    X 
                                                   -----
    
         Indicate by check mark whether the registrant (1) has filed all
    reports required to be filed by Section 13 or 15(d) of the Securities
    Exchange Act of 1934 during the preceding 12 months, and (2) has been
    subject to such filing requirements for the past 90 days.           
                         Yes   X                  No
                             -----                    -----
         State the aggregate market value of the voting stock held by
    nonaffiliates of the registrant as of June 17, 1994.
    
                  Common Shares, $1.00 Par Value - $533,081,370
    
         Indicate the number of shares outstanding of each of the issuer's
    classes of common stock, as of the latest practicable date.
    
                Class                      Outstanding at June 17, 1994
    Common Shares, $1.00 Par Value                  18,303,223
    
    Documents Incorporated By Reference:
    
         Portions of the Annual Report to Shareholders for the year ended
    April 30, 1994 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 24, 1994 are incorporated by reference into
    Parts I and III.


    
                                TABLE OF CONTENTS
                         FORM 10-K ANNUAL REPORT - 1994
                             LA-Z-BOY CHAIR COMPANY
    
                                                                          
                                                                  
      PART I                                                        Page 
                                                                    
        Item 1.  Business.............................................1
        Item 2.  Properties...........................................5
        Item 3.  Legal Proceedings....................................8
        Item 4.  Submission of Matters to a Vote of Security Holders..9
    
      PART II    Items 5 through 9....................................9
    
      PART III   Items 10 through 13..................................9
    
      PART IV
    
        Item 14. Exhibits, Financial Statement Schedules and
                 Reports on Form 8-K..................................9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    









                                     PART I
    
    Item 1. Business
    
         The information required in Part I, Item 1, sections (a), (b) is
    contained in the Registrant's Annual Report, as shown in Exhibit I pages 1 
    thru 7, and is incorporated herein by reference.
    
    
    (c)(1)(i) Principal Products
    
         The Registrant operates in the furniture industry and as such does
    not have differing segments. "Residential" dealers are those who resell
    to individuals for their home use. "Contract" seating and casegood
    products are sold to commercial dealers.  Additional information
    regarding products and market share data is contained in the
    Registrant's Annual Report, as shown in Exhibit I page 22, and is 
    incorporated herein by reference.
    

    (c)(1)(ii) Status of New Products or Segments
    
        There were not any major new products or segments during the 1994 
     fiscal year.
    
    
    (c)(1)(iii) Raw Materials 
    
        The principal raw materials used by the Registrant in the
    manufacture of its products are hardwoods for solid wood dining room
    and bedroom furniture, casegoods, occasional tables and for the frame
    components of seating units; plywood and chipwood for internal parts; 
    veneers for dining room furniture, wall units, and occasional tables;
    water-based and liquid finishes (stains, sealants, lacquers) for
    external wood; steel for the mechanisms; leather, cotton, wool,
    synthetic and vinyl fabrics for covers; and polyester batting and
    non-chlorofluorocarbonated polyurethane foam for cushioning. Steel and
    wood products are generally purchased from a number of sources, usually
    in the vicinity of the particular plant, and product-covering fabrics
    and polyurethane are purchased from a substantial number of sources on
    a centralized basis.  The Registrant fabricates the majority of the
    parts in its products, largely because quality parts made to its exact
    specifications are not obtainable at reasonable cost from outside
    sources.
    
         Raw materials costs historically have been about 35 percent of net
    sales in the upholstery operations and a somewhat higher percentage in
    the casegoods operations. Purchased fabric (which includes leather) is 
    the largest single raw material cost representing about 40 percent of total 
    upholstery product material costs. Polyurethane (poly) foam for cushions 
    and padding and lumber are the next two largest types of upholstery raw 
    material costs.  Both fabric and poly are highly sensitive to changes in 
    the price of oil. Price increases for raw materials excluding lumber have
    kept pace with the inflation rate in recent years and are expected to 
    continue to do so. Lumber prices have increased during the past year by 
    about 10 to 20 percent, depending on the species of lumber.
    


                                    - 1 -


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


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

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

    (c)(1)(vi) Practices Regarding Working Capital Items
    
         The Registrant does not carry significant amounts of upholstered
    finished goods inventory to meet rapid delivery requirements of
    customers or to assure itself of a continuous allotment of goods from
    suppliers.  Normal customer terms provide for one payment due within 45
    days with a 1 percent discount within 30 days (one installment, 1
    percent discount 30 net 45).
    
         Most casegoods finished goods inventories are built to provide for
    quicker delivery requirements of customers without installment credit
    terms therefore, resulting in higher levels of finished product on hand
    at any period in time than the upholstered products.  Kincaid and
    Hammary divisions primarily sell casegood products. Casegoods are also
    sold through the Contract Division.
    
    
    (c)(1)(vii) Customers
    
         The Registrant distributes to over 12,000 locations.  The
    Registrant does not have any customer whose sales amount to 10 percent
    or more of the Registrant's consolidated sales.  The Registrant's
    approximate dealer mix consists of 39 percent  proprietary, 15 percent 
    to major dealers (Montgomery Ward and other department stores) and
    46 percent to general dealers.
    
         Proprietary stores consist of stores dedicated to the sale of 
    La-Z-Boy products and in-store dedicated galleries.  The dedicated stores
    include La-Z-Boy Furniture Galleries stores and Showcase Shoppes.  In- 
    store dedicated galleries have been established for each of the Company's
    divisions.

                                     - 2 -


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

         The decrease in backlogs from 1993 to 1994 can be attributed largely
    to the unusually high backlog of orders at the end of 1993.  At that time 
    the furniture industry was emerging from a four year recession and the
    Registrant had just introduced many new products, such as the American
    Home Collection.
    
         The cancellation policy for La-Z-Boy Chair Company, in general,
    is that an order  cannot be cancelled after it has been put into
    production.  Orders from prebuilt stock though, may be cancelled up to the 
    time of shipment.       
    
    
    (c)(1)(ix) Renegotiation Contracts
    
         The Registrant does not have any material portion of business
    which may be subject to renegotiation of profits or termination of
    contracts or subcontracts at the election of the Government.
    
    
    (c)(1)(x) Competitive Conditions
    
         The Registrant believes that it ranks third in the U.S. in dollar
    volume of  sales within the Residential furniture industry, which
    includes manufacturers of bedroom, dining room and living room
    furniture.  Based on the most accurate statistics available, the
    Registrant believes that it is the largest manufacturer of upholstered 
    products and solid wood bedroom/dining room products in the United
    States.
    
         The Registrant competes primarily by emphasis on quality of its
    products, dealer  support and a lifetime warranty on the reclining and
    legrest mechanisms.
    
         The Registrant has approximately fifteen major competitors in the
    reclining or motion chair field and a substantially larger number of
    competitors in the upholstery business as a whole and in the Casegoods
    and Contract businesses.
    
         The Registrant's best U.S. market share information (in dollars,
    not units)  indicates that it has about 30 to 35 percent of the
    recliner market, above 8 percent of  the residential upholstery market,
    and less than 2 percent of the residential  casegoods market.  These
    market shares have been increasing slightly over the last three years 
    in most lines.
                                     - 3 -


    (c)(1)(xi)  Research & Developement

         The Registrant spent $6.4 million in fiscal 1994 for new product
    development,  existing product improvement, quality control,
    improvement of current manufacturing  operations and research into the
    use of new materials in the construction of its  products.  The
    Registrant spent $6.2 million in fiscal 1993 on such activities and 
    $5.5 million on such activities in fiscal 1992.  The Registrant's
    customers do not engage in research with respect to the Registrant's
    products.
    
    
     (c)(1)(xii) Compliance with Environmental Regulations
    
         The Registrant believes that its capital expenditures, earnings
    and competitive position will not be materially affected by ongoing "de
    minimus level" potentially responsible party (PRP) activities at three
    clean-up sites, and that they will not be affected as a result of
    maintaining necessary compliance with federal, state or local
    environmental regulations.
    
         The Registrant has kept abreast of ongoing activities at the three
    clean-up sites.  Over the past year, the costs to the Registrant La-Z-Boy
    have been in keeping with its established status as a de minimus party,
    and have been minor.  For the future, ongoing costs at two of the sites
    (Caldwell Systems - North Carolina RCRA closure;  Organic Chemical -
    Michigan NPL site closure) are projected to remain the same. 
    Activities at the third site (Seaboard Chemical - North Carolina RCRA
    closure),  have now been completed for the first phase.  It is
    anticipated that a Remedial Investigation/Feasibility Study (RI/FS)
    will be performed to define activities required for subsequent clean-up
    phases.  Until the RI/FS is completed, and a remedy selected, it is not
    possible to estimate the costs for this activity.  However, the volume
    of material generated and sent to this site by all the Registrant's 
    facilities is less than one-quarter of one percent of the total volume of
    hazardous wastes accounted for at this site.  On this basis, we would
    reasonably anticipate that future activities will not have a
    significant effect on capital expenditures, earnings or competitive
    position.
    
         The Registrant's current environmental compliance concerns are focused
    on new regulations for Storm Water Pollution Prevention and the 1990
    Clean Air Act Amendments.  The Registrant has participated in a group storm
    water permit program sponsored by its trade association (American
    Furniture Manufacturers Association - AFMA); has contracted with a
    consulting firm to provide assistance to its plants with the
    development of Storm Water Pollution Prevention Plans; and has
    contracted with another firm to conduct detailed air emission
    inventories and assist in the preparation of timely and complete
    operating permits for Clean Air Act compliance.  The Registrant feels that
    compliance with these issues is important for maintaining its ongoing
    operations and competitive position.  The Registrant does not anticipate
    that this compliance effort will have a significant effect on capital 
    expenditures, earnings or competitive position.
    

    (c)(1)(xiii) Number of Employees 
    
         The Registrant and its subsidiaries employed 9,370 persons as of
    April 30, 1994 and 8,724 persons as of April 24, 1993.
    
                                     - 4 -


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




                                     - 5 -

    
                   Floor Space                                     Number of
    Location      (square feet)  Operations Conducted     Details  Employees
    ------------  ------------  ----------------------   --------- ---------
    
    Siloam Springs,    200,910  Manufacture and              (8)      296
    Arkansas                    assembly of upholstery
    
    Tremonton,         672,770  Manufacture, assembly        (9)      839
    Utah                        and warehousing of
                                upholstery
    
    Leland,            311,990  Manufacture, assembly and   (10)      413
    Mississippi                 warehousing of Contract
                                casegoods and upholstery
    
    Waterloo,          257,340  Manufacture, assembly,      (11)      412
    Ontario                     and warehousing of
                                upholstery
    
    Lincolnton,        373,830  Manufacture and             (12)      393
    North Carolina              assembly of upholstery
    
    Grand Rapids,      440,000  Manufacture and assembly    (13)      117
    Michigan                    of Contract office 
                                furniture/systems
    
    Lenoir area        554,770  Manufacture, assembly and   (14)      467
    (Hammary),                  warehousing of primarily 
    North Carolina              Casegoods and some                      
                                upholstered products
    
    Hudson area      1,045,050  Manufacture, assembly,      (15)    1,175
    (Kincaid),                  and warehousing of
    North Carolina              Casegoods
                     ---------                                      -----    
                     6,841,140                                      9,370

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



    
                                     - 6 -


       (3)   The original building of 158,670 square feet was constructed 
             in 1967.  A 21,200 square foot warehouse addition was completed
             in 1987 and a 9,255 square foot warehouse addition was completed
             in 1992.
    
       (4)   244,085 and 67,680 square feet represent additions constructed
             in 1969 and 1973. In 1994, a 7,020 square foot batting storage
             building was completed.  The balance represents a building
             constructed prior to 1930 and purchased in 1966.   
    
       (5)   The original building of 24,900 square feet was completed in
             1975.  The Registrant completed construction of a 23,500
             square foot addition to the Fabric Processing Center in 1980.
    
       (6)   This facility includes a 130,000 square foot addition completed in
             1979, two dry kilns constructed in 1985 at a total square
             footage of 4,300, a 72,000 square foot manufacturing addition
             completed in 1987 and an addition made in 1990 of 25,000
             square feet.  During 1993, a 37,500 square foot metal stamping
             room was added. The balance of 291,840 represents the original
             building which was constructed in 1969.
    
       (7)   The original building of 320,420 square feet was constructed
             in 1973. Additions include: a 48,800 square foot warehouse
             addition completed in 1982, 195,000 square feet started during
             1986, 68,700 square feet added in 1990, a major upholstery
             plant of 274,600 square feet added in 1991, and an 1,800
             square foot storage building completed in 1992.
    
       (8)   Includes 24,595 square feet from an addition constructed in
             1973, 74,000 square feet represents an addition constructed in
             1985, 11,310 square feet were added in 1986 and the balance
             represents a building constructed in 1943 and purchased in
             1973.
    
       (9)   The original building of 220,400 square feet was constructed in
             1979.  Additions include a 60,000 square foot warehouse addition
             completed in 1982, a 121,960 square foot addition completed in
             1984, 62,500 square feet of expansion during 1989 and an
             upholstery plant addition of 207,910 square feet in 1991.
    
      (10)   In 1985, the Registrant acquired the net assets of Dillingham
             Manufacturing Company, Inc., which included a 153,500 square
             foot manufacturing plant located in Leland, Mississippi.  This
             building was originally constructed in 1959 and 1970. There
             was a 153,035 square foot expansion done during 1990. In 1992,
             a 7,300 square foot office addition was completed on the site
             of the previous office and in 1993, a 1,450 square foot
             maintenance shop was added.
    
      (11)   As of February 28, 1979, the Registrant acquired the net
             assets of Deluxe Upholstering Limited from the Molson
             Companies Limited, which included a 124,300 square foot
             manufacturing plant located in Waterloo, Ontario, Canada.  In
             1985, the Registrant relocated its manufacturing plant in
             Waterloo, to an existing facility of 209,820 square feet
             within the same city and expanded it to its present size in
             1989.

    
    
                                     - 7 -


      (12)   In 1986, the net assets of Burris Industries were acquired,
             which included a 373,830 square foot manufacturing plant
             located in Lincolnton, North Carolina. The building parts were
             constructed in 1963, 1965, 1969 and 1974.
    
      (13)   In 1986, the net assets of RoseJohnson Incorporated were
             acquired, which included a three building total of 440,000
             square feet located in Grand Rapids, Michigan.  Two of the
             buildings were constructed in the early 1900's. Of the two 
             buildings, one building contains 185,000 total square feet, while
             the other building contains 145,000 square feet.  The third 
             building, consisting of 110,000 square feet, was completed in 1960.
    
      (14)   In 1986, the operating assets of Hammary Furniture Company
             were acquired, which included three maufacturing facilities:
             one built in 1946 consisting of 136,500 square feet located in
             Lenoir, North Carolina; another constructed in 1968 with
             341,580 square feet, including a warehouse of 141,000 built in
             1990, located in Granite Falls, North Carolina; and a third
             facility in Sawmills, North Carolina, built in 1963 consisting
             of 75,000 square feet.  During 1993, a 4,000 square foot dry
             lumber storage building was built to replace a 2,310 square
             foot building that was torn down.
    
      (15)   In 1988, the net assets of Kincaid Furniture Company were
             acquired, which included 730,000 square feet in six
             manufacturing locations within North Carolina. A 237,500
             square foot warehouse addition was completed in 1991 and a
             5,000 square foot boiler building was added in 1993.  During
             1994, the completion of the following additions expanded
             Kincaid by 72,550 square feet:  a cafeteria, a rough mill
             building, a dry shed building, and a finishing room.
    
    The Monroe, Michigan; Redlands, California; Dayton, Tennessee; Siloam
    Springs, Arkansas; Waterloo, Ontario, Canada; Lincolnton, North
    Carolina; Grand Rapids, Michigan; Lenoir, North Carolina; Hudson, North
    Carolina and Newton, Mississippi woodworking facility plants are owned
    in fee by the Registrant. The Florence, South Carolina; Neosho,
    Missouri; Newton, Mississippi and Tremonton, Utah plants as well as the
    automated Fabric Processing Center were financed by the issuance of
    industrial revenue bonds and are occupied under long-term leases with
    government authorities.  The Leland, Mississippi plant is under a long
    term lease between the Board of Supervisors of Washington County,
    Mississippi (lessor) and La-Z-Boy Chair Company (lessee).  These leases
    are capitalized on the Registrant's books.  The Registrant believes
    that its plants are well maintained, in good operating condition and
    will be adequate to meet its present and near future business
    requirements.  The average age of the Registrants' properties is 25
    years.
    
    
    Item 3.  Legal Proceedings                                      
    
         Information relating to certain legal proceedings (Note 9 of the
    Consolidated Financial Statements in the Registrant's Annual Report to 
    Shareholders for 1994, as shown in Exhibit I page 21) is incorporated 
    herein by reference.
    
    
                                     - 8 -

 
    Item 4.  Submission of Matters to a Vote of Security Holders
    
         Not applicable.


    PART II
    
         The information required in Part II (Items 5 thru 8) is contained
    in the La-Z-Boy Chair Company's Annual Report to Shareholders for 1994,
    Exhibit I pages 8 thru 29, and is incorporated herein by reference.  
    
         In reference to Item 9 (changes in and disagreements with accountants
    on accounting and financial disclosure), a Form 8-K has not been filed
    within the twenty-four month period preceding April 30, 1994.
    
    
    PART III
    
         The information required in Part III (Items 10 thru 13) is
    contained in the Registrant's proxy statement dated June 24, 1994, as shown
    in Exhibit II on pages 1 thru 14, and is incorporated herein by reference.
    
    
    PART IV
    
    Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
    
         Listed below are the documents filed as part of this report:
    
    (a)  Financial Statements
    
         Consolidated Financial Statements and Schedules and report of Price
         Waterhouse, as set forth in the accompanying Index to Financial
         Statements.
    
    (b)  Reports on Form 8-K
    
         News Release and Financial Information Release filed on Form 8-K, dated
         June 2, 1994 (Commission File No. 0-5091) is incorporated herein by 
         reference.
    
    (c)  Exhibits
    
         I.   1994 Annual Report to Shareholders
    
         II.  1994 Proxy Statement
    
         III. Articles of Incorporation filed on Form 10-K dated July 20, 
              1993 (Commission File No. 0-5091) is incorporated herein by 
              reference.
         
         IV.  By-laws filed on Form 10-K dated July 20, 1993 (Commission File 
              No. 0-5091) is incorporated herein by reference.    








                                     - 9 -


                                 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, 1994
                                    -----------------
                                       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, 1994
    -------------------  Engineering, Director and Vice
       E. J. Shoemaker   Chairman of the Board 
    
    s\ C. T. Knabusch    Chairman of the Board, President    July 25, 1994
    -------------------  and Chief Executive Officer
       C. T. Knabusch   
    
    s\ G. M. Hardy       Secretary and Treasurer, Principal  July 25, 1994
    -------------------  Accounting Officer and Director
       G. M. Hardy
    
    s\ F. H. Jackson     Vice President Finance, Principal   July 25, 1994
    -------------------  Financial Officer and Director
       F. H. Jackson
    
    s\ P. H. Norton      Senior Vice President Sales and     July 25, 1994
    -------------------  Marketing and Director
       P. H. Norton
    
    s\ L. G. Stevens     Director                            July 25, 1994
    -------------------
       L. G. Stevens
    
    s\ J. F. Weaver      Director                            July 25, 1994
    -------------------  
       J. F. Weaver
    
    s\ D. K. Hehl        Director                            July 25, 1994
    -------------------    
       D. K. Hehl
    
    s\ R. E. Lipford     Director                            July 25, 1994
    -------------------
       R. E. Lipford
    
    s\ W. W. Gruber      Director                            July 25, 1994
    -------------------
       W. W. Gruber
    
    s\ J. W. Johnston    Director, Mr. Johnston is the       July 25, 1994
    -------------------  son-in-law of E. J. Shoemaker
       J. W. Johnston  
                                    - 10 -


                        CONSENT OF INDEPENDENT ACCOUNTANTS
    

    We hereby consent to the incorporation by reference in the Registration
    Statements on  Form S-8 (Nos. 33-8996, 33-8997, 33-31502, and 33-50318) of
    La-Z-Boy Chair Company of our report dated June 2, 1994  appearing in
    the Annual Report to Shareholders, as shown in Exhibit I page 9,  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 
    Schedules, which appears on page S-2 of this Form 10-K.
    
    
    
    
    
    
    PRICE WATERHOUSE
    Toledo, Ohio
    July 22, 1994
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
                                   - 11 -


                           ANNUAL REPORT ON FORM 10-K
    
                           ITEM 14(a) and ITEM 14(d)
    
          LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
    
          YEARS ENDED APRIL 30, 1994, APRIL 24, 1993, AND APRIL 25, 1992
    
    
    
    


                            LA-Z-BOY CHAIR COMPANY
                               MONROE, MICHIGAN
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
                                    - 12 -


                          INDEX TO FINANCIAL STATEMENTS
    
    
         The financial statements, together with the report thereon of
    Price Waterhouse dated June 2, 1994 appearing on pages 9 thru 29 of
    Exhibit I, the 1994 Annual Report to Shareholders is 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 1994 Annual Report to Shareholders is not to be deemed filed as part of
    this report.  The following financial statement schedules should be read in
    conjunction with the financial statements in such 1994 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 SCHEDULES
    
                             1994, 1993,  AND 1992
    
    
                                                                     Page
                                                                   ---------
                    Report of Independent Accountants on
                     Financial Statement Schedules                    S-2
    
    Schedule V      Property, Plant and Equipment                     S-3
    
    Schedule VI     Accumulated Depreciation, Depletion and
                     Amortization of Property, Plant and Equipment    S-4
    
    Schedule VIII   Valuation and Qualifying Accounts                 S-5
    
    Schedule X      Supplementary Income Statement Information        S-6
                     
    
                     
    
    
    
    
    
    
    
    





    
    
    
    

                                     S - 1
                                     - 13 -


                       REPORT OF INDEPENDENT ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULES
    
    
    
    
    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 2, 1994 appearing in Exhibit I on page 9, of the 1994 
    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 Schedules listed in Item 14(a) of this Form 10-K. 
    In our opinion, these Financial Statement Schedules present fairly, in
    all material respects, the information set forth therein when read in
    conjunction with the related consolidated financial statements. 
    
    
    
    PRICE WATERHOUSE    
    Toledo, Ohio
    June 2, 1994
    
    
    
    
    
    
    
    
    
    
    













    
    
    
                                  S - 2
                                  - 14 -


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

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







                      
                                     S - 3
                                     - 15 -

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

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

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


    
                                     S - 3
                                     - 16 -


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





                                     S - 4
                                     - 17 -


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

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

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

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








    
    
                                     S - 4
                                     - 18 -


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

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






    


   
 
                                    S - 5
                                    - 19 -


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



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

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
























                                      S - 6
                                      - 20 -