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 OCTOBER 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


                                    None
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 October 25, 1997
- ------------------------------               -------------------------------
Common Shares, $1.00 par value                           17,828,415


                        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 November 4, 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    Six Months Ended
                                      ------------------   ----------------
                                    Oct. 25,  Oct. 26      Oct. 25   Oct. 26
                                       1997      1996        1997      1996
                                    --------- --------    -------   --------
Cash Flows from Operating Activities                        
  Net income                          $16,822  $15,252    $18,548   $19,850
                                                           
Adjustments to reconcile net income                        
  to net cash provided by operating                         
  activities 
 Depreciation and amortization          5,195    5,171     10,068    10,026
 Change in receivables                (52,888) (54,729)    (3,986)   (9,794)
 Change in inventories                  6,416    1,912     (7,742)  (11,016)
 Change in other assets and liab.      25,967   30,194     10,744    10,944
 Change in deferred taxes              (1,960)    (878)    (1,960)     (878)
                                     --------- --------  --------  --------
  Total adjustments                   (17,270) (18,330)     7,124      (718)
                                     --------- --------  --------  --------
 Cash Provided by Operating    
     Activities                          (448)  (3,078)    25,672    19,132
                                                            
Cash Flows from Investing Activities                       
Proceeds from disposals of assets          76      608        392       721
Capital expenditures                   (5,775)  (3,643)   (11,343)   (8,223)
Change in other investments               159      179       (288)   (5,442)
                                     --------- --------   --------  --------
 Cash Used for Investing Activities    (5,540)  (2,856)   (11,239)  (12,944)

Cash Flows from Financing Activities                       
 Short-term debt                            -        -          -         -
 Long-term debt                             -        -          -         -
Retirements of debt                      (116)     (64)    (2,041)   (3,004)
 Capital leases                             -        -
Capital lease principal payments         (513)    (513)    (1,040)   (1,078)
Stock for stock option plans            1,091      376      3,103     1,846
Stock for 401(k) employee plans           283      285        686       668
Purchase of La-Z-Boy stock             (6,973)  (3,242)    (9,397)  (10,368)
Payment of cash dividends              (3,775)  (2,981)    (7,543)   (6,463)
                                    ---------- --------   -------- ---------
 Cash Used for Financing Activities   (10,003)  (6,139)   (16,232)  (18,399)
                                                            
Effect of exch. rate changes on cash       62      159         98       107
                                     --------- --------   -------- ---------
Net change in cash and equivalents    (15,929) (11,914)    (1,701)  (12,104)
                                                        
Cash and equiv. beginning of period    39,610   26,870     25,382    27,060
                                     ---------- -------   -------- ---------
Cash and equiv. at end of period      $23,681  $14,956     23,681    14,956
                                     ========= ========   ======== ========= 

Cash paid during period - Income taxes  $6,222   $8,513   $7,663    $10,770
                        - Interest        $955   $1,137   $1,794     $1,970

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 1997 Annual Report filed with the 
Securities and Exchange Commission.  The financial information included 
herein, other than the consolidated balance sheet as of April 26, 1997, has 
been prepared by management without audit by independent certified public 
accountants who do not express an opinion thereon.  The consolidated  
balance sheet as of October 25, 1997 has been prepared on a basis consistent 
with but does not include all the disclosures contained in, the audited 
consolidated financial statements for the year ended April 26, 1997.  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 25, 1998.


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.(a)

The Company's strong financial position is reflected in the debt to capital 
percentage of 14% and a current ratio of 3.2 to 1 at the end of the Second 
quarter.  At April 26, 1997, the debt to capital percentage was 15% and the 
current ratio was 3.5 to 1.  At the end of the preceding year's Second 
quarter, the debt to capital percentage was 16% and the current ratio was 
3.2 to 1.  As of October 25, 1997, there was $63 million of unused lines of 
credit available under several credit arrangements.

Approximately 30% of the 4 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 5.  Other Information
- --------------------------
     On October 29, 1997, The Board of Directors of La-Z-Boy Incorporated
announced that Gerald L. Kiser has been named President and Chief 
Operating Officer of the Company.  The Board of Directors named 
Patrick H. Norton to Chairman of the Board of the company.  Mr. Kiser was
promoted from Executive Vice President and Chief Operating Officer.
Mr. Norton will continue to direct all sales and marketing activities.

For Further detail, see attached exhibit 99.(b)

Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------
(a)(3i) Restated Articles of incorporation as filed with the state
        of Michigan, on September 18,1997.

   (3ii) By-Laws of la-Z-Boy Incorporated


   (27)   Financial Data Schedule (EDGAR only).

(99) (a)  News Release and Financial Information Release: re Actual second 
          quarter results and Management Discussion dated November 4, 1997
          (filed herewith).

(99) (b)  News Release: re Changes in Management of Registrant dated 
          October 29, 1997 (filed herewith).
 

                                 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 October 25, 1997 to be signed on its behalf by the undersigned
thereunto duly authorized.

                                        LA-Z-BOY INCORPORATED  
                                              (Registrant)

                                        /s/G.M. Hardy
Date   November 4, 1997                   -----------------------------
                                        Gene M. Hardy
                                        Secretary and Treasurer
                                       (Principal Accounting Officer)