As filed with the Securities and Exchange Commission on December 1, 1998.
Registration No.____________

- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------

LADD FURNITURE, INC.
(Exact name of issuer as specified in its charter)

North Carolina 56-1311320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Post Office Box 26777
Greensboro, North Carolina 27417-6777
(Address of principal executive offices) (Zip Code)

LADD FURNITURE, INC.
MANAGEMENT DEFERRED COMPENSATION PLAN
(Full title of the plan)

William S. Creekmuir
Executive Vice President, Secretary, Treasurer
and Chief Financial Officer
LADD Furniture, Inc.
Post Office Box 26777
Greensboro, North Carolina 27417-6777
(336) 315-4001
(Name, address and telephone number of agent for service)

Copies to
Robert E. Esleeck, Esq.
Kilpatrick Stockton LLP
1001 West Fourth Street
Winston-Salem, North Carolina 27101

Approximate date of proposed commencement of sales pursuant to the plan:
Promptly after the effectiveness of this Registration Statement.
---------------------------------------------------

CALCULATION OF REGISTRATION FEE

===========================================================================================================================

Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered(1) Registered(2) Per Security Price(3) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------

Deferred Compensation Obligations $7,500,000 $1.00 $7,500,000 $2,085.00
===========================================================================================================================

(1) The deferred compensation obligations are unsecured obligations of the
Registrant to pay deferred compensation in the future in accordance
with the terms of the LADD Furniture, Inc. Management Deferred
Compensation Plan (the "Plan").

(2) The deferred compensation obligations being registered represent the
amount of compensation deferrals that the Registrant estimates will be
made by Participants in the Plan during the 60-month period following
the initial date of deferrals under this Registration Statement.

(3) The amount set forth herein is estimated solely for the purposes of
calculating the registration fee in accordance with Rule 457(h)(i) of
the Securities Act of 1933, as amended (the "Act").

PART I

INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS

Item 1. Plan Information *

Item 2. Registrant Information and Employee Plan Annual Information *

* The documents containing the information required by Part I of
Form S-8 will not be filed with the Commission as part of this
Registration Statement. See Exhibit 4 attached hereto for a
copy of the LADD Furniture, Inc. Management Deferred
Compensation Plan.

2
3

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

The following documents filed by LADD Furniture, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated in this
Registration Statement by reference: (i) the Annual Report of the Company filed
on Form 10-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for the year ended January 3, 1998, containing audited consolidated
financial statements for the fiscal year of the Company then ended; (ii) the
Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended April 3,
1998, July 4, 1998 and October 3, 1998; (iii) the Company's amended Quarterly
Report on Form 10-Q/A-1 for the fiscal quarter ended October 3, 1998 as filed on
December 1, 1998; and (iv) the Company's Current Reports on Form 8-K dated
February 10, 1998, April 20, 1998, May 15, 1998, July 20, 1998 and October 13,
1998. In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that the
deferred compensation obligations provided herein have been fully satisfied,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities

The following description of the securities offered hereby is qualified
by reference to the LADD Furniture, Inc. Management Deferred Compensation Plan
(the "Plan"). Capitalized terms used herein and not otherwise defined are used
as defined in the Plan. The Plan is an unfunded, nonqualified deferred
compensation plan intended to be exempt from Parts 1, 2, 3 and 4 of Title I of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The
securities represent obligations of the Company to pay Plan Participants certain
compensation amounts that have been credited to Participants' accounts under the
Plan.

Participation in the Plan is limited to eligible employees who are
selected by the committee appointed by the Board of Directors to administer the
Plan (the "Committee") who are management or highly-compensated employees. An
eligible employee may elect to participate in the Plan with respect to any
Deferral Period by submitting a Participation Election to the Committee before
the beginning of the Deferral Period on a date selected by the Committee. All
account balances shall remain in the Plan until they can be distributed
according to benefit payment terms (see below).

A deferral shall be a portion of the Compensation payable by the
Company to the Participant during the Deferral Period. A Participant may elect a
deferral by stating the amount to be deferred as a percentage of Compensation.
The Committee may change the minimum or maximum deferral amounts from time to
time by giving written notice to all Participants. Participants' accounts will
be indexed to one or more investment options chosen by each

3
4

Participant at the time of the Participation Election. Such options include an
index based on the value of the Company's common stock. If a Participant's
employment with the Company ends, the Deferral Period shall end on the date of
termination.

The elected Deferral Contribution shall remain in effect for the
applicable Deferral Period once a Participant has submitted a Participation
Election. Such an election shall generally be irrevocable except as provided in
the Plan with respect to Participant-elected accelerated distributions.

The Plan permits the Company to make Matching Contributions to the
Participant's Matching Contributions Account after each Compensation Payment
Date.

Each Participant shall be 100% vested at all times in the amounts
credited to such Participant's Deferral Contributions Account, including
earnings. The Matching Contributions shall vest in accordance with the vesting
schedule under the Company's 401(k) Plan. A Participant shall also be 100%
vested in the amounts credited to both such accounts upon the date of a Change
in Control.

A Participant's account shall be distributed to the Participant upon
the earlier of the date specified in the Participant's Participation Election or
the Participant's termination of employment. While still employed, a Participant
shall be entitled to receive an accelerated lump-sum distribution of all vested
account balances within 30 days following the receipt of the Participant's
written request to the Committee for withdrawal; provided, however, that ten
percent (10%) of all vested account balances shall be forfeited to the Company
as a penalty.

If a Participant terminates employment with the Company prior to age 65
for any reason, including death or Disability, the Company shall pay to the
Participant (or the Participant's beneficiary) benefits equal to the balance in
the vested accounts within 30 days following the Participant's termination date.
If a Participant terminates employment with the Company after attaining the age
of 65, the Participant's account balance shall be paid as elected in his
participation election(s) prior to each Deferral Period; provided, that the
Participant may elect to change the form of benefit payment at any time up to 12
months before the date benefit payments commence. Alternative forms of benefit
payment shall be either a lump-sum amount equal to the applicable account
balance, or quarterly installments of the account balance amortized over a
period of up to ten years. The account balance shall be reamortized each year,
so that the amount of each installment payment will depend on the earnings
credited or debited to the account during the prior year. Regardless of the form
elected, if the Participant's total account is $100,000 or less, the benefit
shall be paid in a lump sum.

The Committee administering the Plan is the same committee that
administers the Company's 401(k) Plan, and it shall administer the Plan under
the same rules prescribed by the Company's 401(k) Plan to the extent such rules
are applicable. The Plan is not subject to the fiduciary duty requirements of
ERISA, and its expenses shall be paid out of the general assets of the Company.

4
5

The Board may, at any time, amend the Plan in whole or in part by
written instrument, as long as it does not reduce the amount credited to any
account maintained under the Plan as of the date of the amendment. The Committee
may approve amendments to the Plan, without prior approval or subsequent
ratification by the Board, if the amendment: (i) does not significantly change
the benefits provided under the Plan; (ii) does not significantly increase the
costs of the Plan; and (iii) the amendment is intended either to enable the Plan
to remain in compliance with the requirements of the Code, ERISA, or other
applicable law, to facilitate administration of the Plan, or to improve its
operation.

The Board may terminate the Plan at any time. The Board may partially
terminate the Plan by instructing the Committee not to accept any additional
Participation Elections in such a way as to allow the Plan to continue to
operate and be effective with regard to Participation Elections entered into
prior to the effective date of such partial termination. The Board may
completely terminate the Plan by instructing the Committee not to accept any
additional Participation Elections, and by terminating all ongoing Participation
Elections. The Plan shall then cease to operate and the Company shall pay out to
each Participant the vested balance in his account. Payment shall be made as a
lump sum, unless the Committee determines otherwise. The Board may terminate the
Plan and make no further benefit payments or remove certain employees as
Participants if it is determined by the United States Department of Labor, a
court of competent jurisdiction, or an opinion of counsel that the Plan
constitutes an employee pension benefit plan within the meaning of Section 3(2)
of ERISA.

Participants and their beneficiaries, heirs, successors and assigns
shall have no secured legal or equitable rights, interest or claims in any
property or assets of the Company, nor shall they be beneficiaries of, or have
any rights, claims or interests in any property which may be acquired by the
Company. The Company may establish a trust for the purpose of providing for the
payment of benefits due under the Plan. Although such trust may be irrevocable,
its assets shall be held for payment of all of the Company's general creditors
in the event of insolvency. Any and all of the Company's assets and policies are
and shall be the general, unpledged, unrestricted assets of the Company. The
Company's obligation under the Plan shall be that of an unfunded and unsecured
promise to pay money in the future.

Item 5. Interests of Named Experts and Counsel

Certain legal matters in connection with this offering will be passed
upon for the Company by Kilpatrick Stockton LLP, Winston-Salem, North Carolina.
Kilpatrick Stockton LLP serves as general counsel to the Company and has
received and is expected to receive payment for legal services rendered or to be
rendered on an ongoing basis to the Company. As of November 25, 1998, attorneys
at Kilpatrick Stockton LLP owned 12,363 shares of the common stock of the
Company.

5
6

Item 6. Indemnification of Directors and Officers

Article VII of the Company's bylaws provides for the indemnification of
officers and directors to the fullest extent permitted under North Carolina
corporate law, as follows:

ARTICLE VII

INDEMNIFICATION AND REIMBURSEMENT
OF DIRECTORS AND OFFICERS

1. Indemnification for Expenses and Liabilities.

(a) Any person who at any time serves or has served:
(1) as a director, officer, employee or agent of the Corporation, (2)
at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise, or (3) at the
request of the Corporation as a trustee or administrator under an
employee benefit plan, shall have a right to be indemnified by the
Corporation to the fullest extent from time to time permitted by law
against Liability and Expenses in any Proceeding (including without
limitation a Proceeding brought by or on behalf of the Corporation
itself) arising out of his status as such or activities in any of the
foregoing capacities or results from him being called as a witness at a
time when he was not a named defendant or respondent to any Proceeding.

(b) The Board of Directors of the Corporation shall
take all such action as may be necessary and appropriate to authorize
the Corporation to pay the indemnification required by this provision,
including, without limitation, to the extent needed, making a good
faith evaluation of the manner in which the claimant for indemnity
acted and of the reasonable amount of indemnity due him.

(c) Any person who at any time serves or has served
in any of the aforesaid capacities for or on behalf of the Corporation
shall be deemed to be doing or to have done so in reliance upon, and as
consideration for, the rights provided for herein. Any repeal or
modification of these indemnification provisions shall not affect any
rights or obligations existing at the time of such repeal or
modification. The rights provided for herein shall inure to the benefit
of the legal representatives of any such person and shall not be
exclusive of any other rights to which such person may be entitled
apart from this provision.

(d) The rights granted herein shall not be limited by
the provisions contained in Sections 55-8-51 through 55-8-56 of the
North Carolina Business Corporation Act or any successor to such
statutes.

6
7

2. Advance Payment of Expenses. The Corporation shall (upon
receipt of an undertaking by or on behalf of the Director, officer,
employee or agent involved to repay the Expenses described herein
unless it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation against such Expenses) pay Expenses
incurred by such Director, officer, employee or agent in defending a
Proceeding or appearing as a witness at a time when he has not been
named as a defendant or a respondent with respect thereto in advance of
the final disposition of such Proceeding.

3. Insurance. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a
Director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
partner, trustee, employee, or agent of another domestic or foreign
corporation, partnership, joint venture, trust, or other enterprise or
as a trustee or administrator under an employee benefit plan against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him or her against such
liability.

4. Definitions. The following terms as used in this Article
shall have the following meanings. "Proceeding" means any threatened,
pending or completed action, suit, or proceeding and any appeal therein
(and any inquiry or investigation that could lead to such action, suit,
or proceeding), whether civil, criminal, administrative, investigative
or arbitrative and whether formal or informal. "Expenses" means
expenses of every kind, including counsel fees. "Liability" means the
obligation to pay a judgment, settlement, penalty, fine (including an
excise tax assessed with respect to an employee benefit plan),
reasonable expenses incurred with respect to a Proceeding and all
reasonable expenses incurred in enforcing the indemnification rights
provided herein. "Director," "officer," "employee," and "agent" include
the estate or personal representative of a Director, officer, employee,
or agent. "Corporation" shall include any domestic or foreign
predecessor of this Corporation in a merger or other transaction in
which the predecessor's existence ceased upon consummation of the
transaction.

Item 7. Exemption from Registration Claimed

Not Applicable.

7
8

Item 8. Exhibits

The following exhibits, listed in accordance with the number assigned
to each in the exhibit table of Item 601 of Regulation S-K, are included in Part
II of this Registration Statement. Exhibit numbers omitted are not applicable.

Exhibit No. Exhibits
- ----------- --------

4 LADD Furniture, Inc. Management Deferred Compensation Plan.

5 Form of legal opinion of Kilpatrick Stockton LLP with respect to the
legality of the securities being registered hereunder.

24.a Consent of KPMG Peat Marwick LLP.

24.b Consent of Kilpatrick Stockton LLP (Contained in their opinion filed as
Exhibit 5 hereto.)

24.c Power of Attorney

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;

(i) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of

8
9

an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be in the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

9
10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greensboro, State of North Carolina, on December 1,
1998.

LADD FURNITURE, INC.

By /s/William S. Creekmuir
----------------------------------------
William S. Creekmuir, Executive Vice
President, Secretary, Treasurer and Chief
Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Title Date
--------- ----- ----

/s/Richard R. Allen Director December 1, 1998
- ------------------------------------
Richard R. Allen

/s/J. Patrick Danahy Director December 1, 1998
- ------------------------------------
J. Patrick Danahy

/s/Charles R. Eitel Director December 1, 1998
- ------------------------------------
Charles R. Eitel

/s/David A. Jones Director December 1, 1998
- ------------------------------------
David A. Jones

/s/Dr. Thomas F. Keller Director December 1, 1998
- ------------------------------------
Dr. Thomas F. Keller

/s/Ian J. McCarthy Director December 1, 1998
- ------------------------------------
Ian J. McCarthy

/s/Zenon S. Nie Director December 1, 1998
- ------------------------------------
Zenon S. Nie

/s/L. Glenn Orr, Jr. Director December 1, 1998
- ------------------------------------
L. Glenn Orr, Jr.

/s/Fred L. Schuermann, Jr. Chairman of the Board, President, December 1, 1998
- ------------------------------------ Chief Executive Officer and Director
Fred L. Schuermann, Jr.

/s/William S. Creekmuir Executive Vice President, December 1, 1998
- ------------------------------------ Secretary, Treasurer and Chief
William S. Creekmuir Financial Officer

/s/Daryl B. Adams Vice President, Corporate December 1, 1998
- ------------------------------------ Controller, Assistant Secretary and
Daryl B. Adams Assistant Treasurer (Principal
Accounting Officer)