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 24, 1998 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 (734) 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 24, 1998
- -----------------------------------------     -------------------------------
Common Shares, $1.00 par value                            52,908,743



                          Part 1. Financial Information

    The Consolidated Balance Sheet and Consolidated Statement of Income required
    for Part 1 are contained in the Registrant's  Financial  Information Release
    dated November 4, 1998 and are incorporated herein by reference.

        -----------------------------------------------------------



              LA-Z-BOY INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                            (Unaudited, amounts in thousands)


                                                         Three Months Ended          Six Months Ended
                                                      -------------------------   ------------------------
                                                         Oct 24,       Oct 25,      Oct 24,       Oct 25,
                                                          1998          1997         1998          1997
                                                      ------------   ----------   ----------    ----------
                                                                                     
Cash Flows from Operating Activities
  Net income                                             $ 18,447    $ 16,822      $ 25,631      $ 18,548

  Adjustments to reconcile net income to
   net cash provided by operating activities
      Depreciation and amortization                         5,936       5,195        11,353        10,068
      Change in receivables                               (60,025)    (52,888)      (17,454)       (3,986)
      Change in inventories                                 1,393       6,416        (7,975)       (7,742)
      Change in other assets and liabilities               31,233      25,967        21,424        10,744
      Change in deferred taxes                             (2,815)     (1,960)       (2,742)       (1,960)

                                                         --------    --------      --------      --------
         Total adjustments                                (24,278)    (17,270)        4,606         7,124

                                                         --------    --------      --------      --------
          Cash Provided (Used) by Operating Activities     (5,831)       (448)       30,237        25,672

Cash Flows from Investing Activities
  Proceeds from disposals of assets                            88          76           293           392
  Capital expenditures                                     (4,128)     (5,775)       (8,233)      (11,343)
  Change in other investments                                (537)        159        (2,427)         (288)

                                                         --------    --------      --------      --------
          Cash Used for Investing Activities               (4,577)     (5,540)      (10,367)      (11,239)

Cash Flows from Financing Activities
  Retirements of debt                                        (120)       (116)       (3,211)       (2,041)
  Capital lease principal payments                           (361)       (513)         (803)       (1,040)
  Stock for stock option plans                              3,237       1,091         4,688         3,103
  Stock for 401(k) employee plans                             458         283           837           686
  Purchase of La-Z-Boy stock                              (11,160)     (6,973)      (18,763)       (9,397)
  Payment of cash dividends                                (4,263)     (3,775)       (8,006)       (7,543)

                                                         --------    --------      --------      --------
          Cash Used for Financing Activities              (12,209)    (10,003)      (25,258)      (16,232)

Effect of exchange rate changes on cash                      (281)         62          (591)           98

                                                         --------    --------      --------      --------
Net change in cash and equivalents                        (22,898)    (15,929)       (5,979)       (1,701)

Cash and equivalents at beginning of period                45,619      39,610        28,700        25,382

                                                         --------    --------      --------      --------
Cash and equivalents at end of period                    $ 22,721    $ 23,681      $ 22,721      $ 23,681
                                                         ========    ========      ========      ========

 Cash paid during period    -Income taxes                  $7,403      $6,222        $7,878        $7,663
                            -Interest                        $588        $955        $1,131        $1,794


<FN>
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.

</FN>





                  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 1998 Annual  Report filed with the  Securities
     and Exchange Commission.  The financial  information included herein, other
     than the consolidated balance sheet as of April 25, 1998, has been prepared
     by management  without audit by independent  certified public  accountants.
     The consolidated  balance sheet as of October 24, 1998 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
     25, 1998. 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 24, 1999.

3.   Forward-Looking Information
     Any   forward-looking   statements   contained  in  this  report  represent
     management's  current expectations based on present information and current
     assumptions.   These   statements   can  be   identified   by  the  use  of
     forward-looking terminology such as "believes", "expects", "may", "should",
     or  "anticipates".  Forward-looking  statements are  inherently  subject to
     risks and uncertainties.  Actual results could differ materially from those
     which  are  anticipated  or  projected  due to a number of  factors.  These
     factors  include,  but are not  limited  to,  anticipated  growth in sales;
     success of product  introductions;  fluctuations of interest rates, changes
     in consumer  confidence/demand  and other risks and factors identified from
     time to  time in the  Company's  reports  filed  with  the  Securities  and
     Exchange Commission.

4.   Earnings per Share
     The Company adopted Statement of Financial  Accounting Standards (SFAS) No.
     128,  "Earnings per Share" in 1998.  The Statement  requires both basic and
     diluted  earnings per share to be  presented.  Basic  earnings per share is
     computed using the weighted-average number of shares outstanding during the
     period.  Diluted  earnings  per share uses the  weighted-average  number of
     shares outstanding during the period plus the additional common shares that
     would be outstanding if the dilutive  potential  common shares were issued.
     This  includes  employee  stock  options.  Prior period  earnings per share
     information has been restated to be in compliance with SFAS No. 128.




                                  Three Months Ended        Six Months Ended
                                 ---------------------    --------------------
                                 Oct. 24,     Oct. 25,    Oct. 24,    Oct. 25,

(Amounts in thousands)             1998        1997*       1998        1997*
- ----------------------            ------      ------      ------      ------
                                                         
Weighted average common
   shares outstanding (basic) .   53,121      53,665      53,250      53,759
Effect of options .............      308         170         296         152
                                  ------      ------      ------      ------
Weighted average common
   shares outstanding (diluted)   53,429      53,835      53,546      53,911
                                  ======      ======      ======      ======

<FN>
      *Restated to reflect a  three-for-one  stock split,  in the form of a 200%
stock dividend effective September 1998.

</FN>



            LA-Z-BOY INCORPORATED MANAGEMENT DISCUSSION AND ANALYSIS

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)

Financial Position
The  Company's  strong  financial  position is  reflected in the debt to capital
percentage  of 15% and a  current  ratio  of 3.1 to 1 at the  end of the  second
quarter.  At April 25,  1998,  the debt to  capital  percentage  was 16% 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 14% and the current ratio was 3.2 to 1. As of
October 24, 1998,  there was $116  million of unused  lines of credit  available
under several credit arrangements.

Stock Repurchase Program
Approximately  18% of the 12 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.

Year 2000
The Year  2000  issue  arises  from the use of  two-digit  date  fields  used in
computer  programs  which may cause  problems as the year  changes  from 1999 to
2000.  These  problems  could cause  disruptions  of operations or processing of
transactions.

To address the Year 2000 challenge,  the Company established a Year 2000 Program
Office guided by a steering committee consisting of senior executive management.
This  office  serves  as the  central  coordination  point  for  all  Year  2000
compliance  efforts of the  Company.  The Company has  included IT  (Information
Technologies) systems and non-IT systems as well as third party readiness in the
scope of its Year 2000  project.  The Company is on schedule with regards to its
internal plan.

The  Company  is in the  process  of  having  an  independent  verification  and
assessment  completed  to assure  that the  Company  has  adequately  identified
possible  areas of risk.  This is expected to be  complete  in  February,  1999.
Management  believes that the Company is taking the steps  necessary to minimize
the impact of the Year 2000 challenge.

The  challenges  the  Company  faces  with  regards  to its IT  systems  include
upgrading of operating systems, hardware and software, and modifying order entry
and invoicing  programs.  For the IT  challenges,  the Company has completed the
inventory and  assessment  phases.  The Company is presently in the  remediation
(defined  as  repairing,  replacing,  or  retiring)  phase of the  project  with
expected completion by February,  1999. The Company expects to have its critical
IT systems compliant and compatible,  with the appropriate testing completed, by
September, 1999.

The primary  challenges  the Company  faces with  regards to its non-IT  systems
include plant floor machinery and facility related items. For these systems, the
inventory and assessment phases have been completed.  The Company believes these
systems to be compliant and compatible.  The Company is presently in the testing
phase of its non-IT project with expected completion by September, 1999.

With  respect to third  party  readiness,  the  Company  continues  to work with
customers,  suppliers,  and service providers in order to prevent  disruption of
business  activities.  Based on  communications  with these third  parties,  the
Company  believes that all material third parties will be sufficiently  prepared
for the Year 2000.  For  critical  third  parties,  testing will be performed as
deemed necessary.

While the Company  believes  that it is preparing  adequately  for all Year 2000
concerns,  there is no guarantee  against internal or external systems failures.
Such failures could have a material  adverse effect on the Company's  results of
operations,  liquidity and financial  condition.  The Company  believes that its
most likely worst case scenario would be business  interruptions caused by third
party failures.  The Company expects to have contingency plans in place prior to
the Year 2000 for IT and non-IT  systems,  as well as for areas of concern  with
relation to third parties.


     At the present time,  the total Year 2000 related costs are estimated to be
$12 to $16 million.  To date,  the Company has spent  approximately  $5 million.
Included in the total estimated  expenditures  are both remediation and, in some
cases,  enhancement or improvement related costs that cannot easily be separated
from  remediation  costs.  Some  of  these  enhancements  or  improvements  were
previously  planned and were merely  accelerated as a means to address Year 2000
challenges.


                           PART II. OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K (a) (27) Financial Data Schedule (EDGAR
   only).

       (99) News Releases and Financial  Information  Release:  re Actual second
            quarter results and Management Discussion dated November 4, 1998.

   (b) An 8-K was filed on July 27, 1998 to disclose a three-for-one stock split
       to be effected as a 200% stock dividend effective September 14, 1998.







                                    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 24, 1998 to be signed on its behalf by the  undersigned  thereunto
duly authorized.


                                                       LA-Z-BOY INCORPORATED    
                                                           (Registrant)         


Date   November 4, 1998                              /s/Gene M. Hardy
                                                   -----------------------
                                                   Gene M. Hardy        
                                                   Secretary and Treasurer   
                                                  (Principal Accounting Officer)