SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FOY JOHN

(Last)

(First)

(Middle)

1881 N PARC CIRCLE

(Street)

TUPELO

38804

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FURNITURE BRANDS INTERNATIONAL INC [ FBN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Operating Co.

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/29/2003		J⁽¹⁾	V	2,000	A	$0	8,213	D
Common Stock	12/01/2003		L		38	A	$0	8,251	D
Common Stock	01/29/2004		J⁽¹⁾	V	2,000	A	$0	10,251	D
Restricted Common Stock	01/29/2003		J⁽¹⁾	V	2,000	D	$0	8,000	D
Restricted Common Stock	01/29/2004		J⁽¹⁾	V	2,000	D	$0	6,000	D
Restricted Common Stock	01/29/2004		A⁽²⁾		5,000	A	$0	11,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$29.96	01/29/2004		A		30,000		01/29/2005⁽³⁾	01/29/2014	Common Stock	30,000	$0	30,000	D
Performance Based Stock Option	$23.5							01/29/2000	01/29/2009	Common Stock	24,000		24,000	D
Performance Based Stock Option	$24.06							01/25/2004⁽⁴⁾	01/25/2011	Common Stock	28,700		28,700	D
Performance Based Stock Option	$21.46							01/23/2006⁽⁵⁾	01/23/2013	Common Stock	27,400		27,400	D
Stock Option	$10.37							06/04/1997⁽⁶⁾	06/04/2005	Common Stock	20,000		20,000	D
Stock Option	$14.25							09/26/1997⁽⁷⁾	09/26/2005	Common Stock	50,000		50,000	D
Stock Option	$24.06							01/29/1999⁽⁸⁾	01/29/2007	Common Stock	50,000		50,000	D
Stock Option	$16.81							01/27/2001⁽⁹⁾	01/27/2010	Common Stock	38,000		38,000	D
Stock Option	$24.06							01/25/2002⁽¹⁰⁾	01/25/2011	Common Stock	28,700		28,700	D
Stock Option	$34.4							01/24/2003⁽¹¹⁾	01/24/2012	Common Stock	19,400		19,400	D
Stock Option	$21.46							01/23/2004⁽¹²⁾	01/23/2013	Common Stock	27,400		27,400	D

Explanation of Responses:

1. Reflects removal of restrictions on Restricted Common Stock

2. Award of Restricted Stock with restrictions expiring on 1/29/07

3. Options exercisable in installments beginning on January 29, 2005

4. Options may expire in 2004 depending upon realization of performance target.

5. Options may expire in 2006 depending upon realization of performance target.

6. Options exercisable in installments beginning on 6/4/97

7. Options exercisable in installments beginning on 9/26/97

8. Options exercisable in installments beginning on 1/29/99

9. Options exercisable in installments beginning on 1/27/01

10. Options exercisable in installments beginning on 1/25/02

11. Options exercisable in installments beginning on 1/24/03

12. Options exercisable in installments beginning on 1/23/04

Remarks:

	/s/ Foy, John T	02/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.