Exhibit (23)(b)


                      CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the use in the Prospectus constituting part of
this  Registration Statement on Form S-4 of our report dated June 2, 1994
relating to the financial statements of La-Z-Boy Chair Company, which
appears in such Prospectus.  We also consent to the application of such
report to the Financial Statement Schedules for the three years ended April
30, 1994 listed under Item 21(b) of this Registration Statement when such
schedules are read in conjunction with the financial statements referred to
in our report.  The audits referred to in such report also included these
schedules.  We also consent to the reference to us under the heading
"Experts" in such Prospectus. 



PRICE WATERHOUSE LLP
Toledo, Ohio
April 12, 1995