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