10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

(Amendment No. 1)

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 001-07845

LEGGETT & PLATT, INCORPORATED

(Exact name of registrant as specified in its charter)

Missouri	44-0324630
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

No. 1 Leggett Road Carthage, Missouri	64836
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (417) 358-8131

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x     No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

Common stock outstanding as of July 23, 2004: 191,678,855

Explanatory Note

This Form 10-Q/A has been filed for the sole purpose of correcting Note 4 to the Consolidated Condensed Financial Statements. The correct comprehensive income for the quarter ended June 30, 2003, is $89.1 million rather than the $73.5 million originally reported. The Company inadvertently reported comprehensive income for the quarter ended March 31, 2004, rather than the quarter ended June 30, 2003.

No other information in the Form 10-Q filed on August 5, 2004 is being amended except Item 4 of Part I and Item 6 of Part II. This Form 10-Q/A has not been updated for changes in events or other developments subsequent to August 5, 2004.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(Amounts in millions)	June 30, 2004			December 31, 2003
CURRENT ASSETS
Cash and cash equivalents	$	408.3		$	443.9
Accounts and notes receivable		798.7			698.6
Allowance for doubtful accounts		(20.9	)		(17.9	)
Inventories		697.2			628.3
Other current assets		68.8			66.5
Total current assets		1,952.1			1,819.4
PROPERTY, PLANT & EQUIPMENT, NET		948.6			967.1
OTHER ASSETS
Excess cost of purchased companies over net assets acquired, less accumulated amortization of $114.4 in 2004 and $115.0 in 2003		1,004.8			989.5
Other intangibles, less accumulated amortization of $39.5 in 2004 and $35.1 in 2003		62.2			44.0
Sundry		67.3			69.7
Total other assets		1,134.3			1,103.2
TOTAL ASSETS	$	4,035.0		$	3,889.7
CURRENT LIABILITIES
Current maturities of long-term debt	$	482.6		$	119.4
Accounts payable		244.0			195.2
Accrued expenses		256.7			223.8
Other current liabilities		100.8			87.5
Total current liabilities		1,084.1			625.9
LONG-TERM DEBT		618.8			1,012.2
OTHER LIABILITIES AND DEFERRED INCOME TAXES		140.9			137.6
SHAREHOLDERS’ EQUITY
Common stock		2.0			2.0
Additional contributed capital		440.3			433.7
Retained earnings		1,873.6			1,788.3
Accumulated other comprehensive income		32.1			34.4
Treasury stock		(156.8	)		(144.4	)
Total shareholders’ equity		2,191.2			2,114.0
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,035.0		$	3,889.7

Items excluded are either not applicable or de minimis in amount and, therefore, are not shown separately.

See accompanying notes to consolidated condensed financial statements.

2

LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

(Unaudited)

	Six Months Ended June 30,				Three Months Ended June 30,
(Amounts in millions, except per share data)	2004		2003		2004		2003
Net sales	$	2,465.3	$	2,090.3	$	1,278.1	$	1,052.7
Cost of goods sold		2,006.8		1,725.2		1,034.7		868.9
Gross profit		458.5		365.1		243.4		183.8
Selling and administrative expenses		227.8		196.8		115.8		99.6
Other deductions (income), net		.6		.8		.8		1.8
Earnings before interest and income taxes		230.1		167.5		126.8		82.4
Interest expense		23.8		21.4		11.8		11.5
Interest income		3.1		2.9		1.4		1.5
Earnings before income taxes		209.4		149.0		116.4		72.4
Income taxes		69.8		52.9		39.6		25.7
NET EARNINGS	$	139.6	$	96.1	$	76.8	$	46.7
Earnings Per Share
Basic	$	.71	$	.49	$	.39	$	.24
Diluted	$	.71	$	.49	$	.39	$	.24
Cash Dividends Declared Per Share	$	.28	$	.26	$	.14	$	.13
Average Shares Outstanding
Basic		196.1		197.1		196.0		196.6
Diluted		197.0		197.4		197.0		197.0

See accompanying notes to consolidated condensed financial statements.

3

LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
(Amounts in millions)	2004			2003
OPERATING ACTIVITIES
Net Earnings	$	139.6		$	96.1
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation		84.1			78.0
Amortization		5.6			4.3
Other		(13.7	)		16.1
Other changes, excluding effects from purchase of companies
(Increase) in accounts receivable, net		(88.8	)		(77.7	)
(Increase) in inventories		(63.1	)		(45.7	)
Decrease (Increase) in other current assets		1.0			(6.5	)
Increase in current liabilities		107.1			58.9
NET CASH PROVIDED BY OPERATING ACTIVITIES		171.8			123.5
INVESTING ACTIVITIES
Additions to property, plant and equipment		(72.9	)		(66.7	)
Purchases of companies, net of cash acquired		(32.6	)		(14.2	)
Proceeds from liquidation of interest rate swap agreement		—			39.9
Other		14.3			11.2
NET CASH USED FOR INVESTING ACTIVITIES		(91.2	)		(29.8	)
FINANCING ACTIVITIES
Additions to debt		2.8			355.0
Payments on debt		(33.2	)		(89.4	)
Dividends paid		(54.1	)		(50.6	)
Issuances of common stock		13.0			1.4
Purchases of common stock		(44.7	)		(58.4	)
NET CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES		(116.2	)		158.0
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(35.6	)		251.7
CASH AND CASH EQUIVALENTS - January 1,		443.9			225.0
CASH AND CASH EQUIVALENTS - June 30,	$	408.3		$	476.7

See accompanying notes to consolidated condensed financial statements.

4

LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(Amounts in millions, except per share data)

1. STATEMENT

The interim financial statements of the Company included herein have not been audited by independent auditors. The statements include all adjustments, including normal recurring accruals, which management considers necessary for a fair presentation of the financial position and operating results of the Company for the periods presented. The statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in conformity with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The operating results for interim periods are not necessarily indicative of results to be expected for an entire year.

For further information, refer to the financial statements of the Company and footnotes thereto included in the annual report on Form 10-K of the Company for the year ended December 31, 2003.

2. INVENTORIES

Inventories, about 50% of which are valued using the Last-In, First-Out (LIFO) cost method and the remainder using the First-In, First-Out (FIFO) cost method, are comprised of the following:

	June 30, 2004			December 31, 2003
At First-In, First-Out (FIFO) cost
Finished goods	$	363.7		$	316.5
Work in process		98.6			80.0
Raw materials and supplies		287.0			242.9
		749.3			639.4
Excess of FIFO cost over LIFO cost		(52.1	)		(11.1	)
	$	697.2		$	628.3

The Company calculates its LIFO reserve (the excess of FIFO cost over LIFO cost) on an annual basis. During interim periods, the Company estimates the change in the LIFO reserve at year-end (i.e., the annual LIFO expense or income) and allocates that change proportionally to the four quarters. The interim estimate of the annual LIFO reserve change can vary significantly quarter-to-quarter, and from the actual amount for the year, based on price changes experienced in subsequent periods and on actual inventory levels at year-end.

3. PROPERTY, PLANT & EQUIPMENT

Property, plant and equipment is comprised of the following:

	June 30, 2004			December 31, 2003
Property, plant and equipment, at cost	$	2,098.7		$	2,066.8
Less accumulated depreciation		(1,150.1	)		(1,099.7	)
	$	948.6		$	967.1

5

LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

4. COMPREHENSIVE INCOME

In accordance with the provisions of Financial Accounting Standard No. 130, comprehensive income for the quarters ending June 30, 2004 and 2003 was $63.8 and $89.1, respectively. For the six months ending June 30, 2004 and 2003, comprehensive income was $137.3 and $156.3, respectively.

5. EARNINGS PER SHARE

Basic and diluted earnings per share were calculated as follows:

	Six Months Ended June 30,				Three Months Ended June 30,
	2004		2003		2004		2003
Basic
Weighted average shares outstanding, including shares issuable for little or no cash		196.1		197.1		196.0		196.6
Net earnings	$	139.6	$	96.1	$	76.8	$	46.7
Earnings per share - basic	$	.71	$	.49	$	.39	$	.24
Diluted
Weighted average shares outstanding, including shares issuable for little or no cash		196.1		197.1		196.0		196.6
Additional dilutive shares principally from the assumed exercise of outstanding stock options		.9		.3		1.0		.4
		197.0		197.4		197.0		197.0
Net earnings	$	139.6	$	96.1	$	76.8	$	46.7
Earnings per share - diluted	$	.71	$	.49	$	.39	$	.24

6. CONTINGENCIES

The Company is involved in various legal proceedings including matters which involve claims against the Company under employment, intellectual property, environmental and other laws. When it appears probable in management’s judgement that the Company will incur monetary damages or other costs in connection with claims and proceedings, and the costs can be reasonably estimated, appropriate liabilities are recorded in the financial statements and charges are made against earnings. No claim or proceeding has resulted in a material charge against earnings, nor are the total liabilities recorded material to the Company’s financial position for any of the periods presented. While the results of any ultimate resolution cannot be predicted, management believes the possibility of a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows from currently known claims and proceedings is remote.

6

LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

7. SEGMENT INFORMATION

Reportable segments are based upon the Company’s management organizational structure. This structure is generally focused on broad end-user markets for the Company’s diversified products. Residential Furnishings derives its revenues from components for bedding, furniture and other furnishings, as well as related consumer products. Commercial Fixturing & Components derives its revenues from retail store fixtures, displays, storage, material handling systems, components for office and institutional furnishings, and plastic components. The Aluminum Products revenues are derived from die castings, custom tooling, and secondary machining and coating. Industrial Materials derives its revenues from drawn steel wire, specialty wire products and welded steel tubing sold to trade customers as well as other Leggett segments. Specialized Products derives its revenues from machinery, manufacturing equipment, automotive seating suspensions, control cable systems and lumbar supports for automotive, office and residential applications.

A summary of segment results for the six months ended June 30, 2004 and 2003 and the quarters ended June 30, 2004 and 2003 are shown in the following tables. Segment figures for 2003 are restated for an organizational move of two small operations from Residential Furnishings to Specialized Products.

	External Sales		Inter- Segment Sales		Total Sales		EBIT
Six Months ended June 30, 2004
Residential Furnishings	$	1,208.2	$	6.3	$	1,214.5	$	140.5
Commercial Fixturing & Components		507.4		2.9		510.3		24.3
Aluminum Products		269.9		8.2		278.1		28.5
Industrial Materials		235.9		140.3		376.2		54.4
Specialized Products		243.9		30.5		274.4		27.8
Intersegment eliminations		—		—		—		(4.4	)
Change in LIFO reserve		—		—		—		(41.0	)
	$	2,465.3	$	188.2	$	2,653.5	$	230.1
Six Months ended June 30, 2003
Residential Furnishings	$	1,047.3	$	3.8	$	1,051.1	$	95.9
Commercial Fixturing & Components		420.4		4.6		425.0		12.3
Aluminum Products		242.4		6.4		248.8		22.9
Industrial Materials		174.6		105.1		279.7		15.1
Specialized Products		205.6		31.6		237.2		26.6
Intersegment eliminations		—		—		—		(3.9	)
Change in LIFO reserve		—		—		—		(1.4	)
	$	2,090.3	$	151.5	$	2,241.8	$	167.5

7

LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

7. SEGMENT INFORMATION (continued)

	External Sales		Inter- Segment Sales		Total Sales		EBIT
Quarter ended June 30, 2004
Residential Furnishings	$	611.9	$	4.2	$	616.1	$	71.1
Commercial Fixturing & Components		266.4		1.4		267.8		18.2
Aluminum Products		137.9		4.1		142.0		14.1
Industrial Materials		131.2		73.9		205.1		34.9
Specialized Products		130.7		15.5		146.2		16.3
Intersegment eliminations		—		—		—		(4.3	)
Change in LIFO reserve		—		—		—		(23.5	)
	$	1,278.1	$	99.1	$	1,377.2	$	126.8
Quarter ended June 30, 2003
Residential Furnishings	$	523.5	$	2.0	$	525.5	$	46.7
Commercial Fixturing & Components		218.6		2.3		220.9		6.4
Aluminum Products		116.8		3.3		120.1		9.4
Industrial Materials		83.5		49.4		132.9		7.1
Specialized Products		110.3		14.9		125.2		15.0
Intersegment eliminations		—		—		—		(.8	)
Change in LIFO reserve		—		—		—		(1.4	)
	$	1,052.7	$	71.9	$	1,124.6	$	82.4

Average asset information for the Company’s segments at June 30, 2004 and December 31, 2003 is shown in the following table:

	June 30, 2004		December 31, 2003
Assets
Residential Furnishings	$	1,359.7	$	1,328.0
Commercial Fixturing & Components		946.6		950.2
Aluminum Products		379.7		376.3
Industrial Materials		273.9		263.2
Specialized Products		466.9		414.2
Unallocated assets		540.6		615.3
Adjustment to period-end vs. average assets		67.6		(57.5	)
	$	4,035.0	$	3,889.7

8

LEGGETT & PLATT, INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - CONTINUED

(Unaudited)

8. STOCK OPTIONS

Effective January 1, 2003, the Company adopted the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, prospectively to all employee awards granted, modified, or settled after January 1, 2003. Awards under the Company’s plans generally vest over four years. Therefore, the cost related to stock-based employee compensation included in the determination of net income for 2003 and 2004 is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of Statement No. 123. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards in each period.

	Six Months Ended June 30,						Three Months Ended June 30,
	2004			2003			2004			2003
Net Earnings, as reported	$	139.6		$	96.1		$	76.8		$	46.7
Add: Stock-based compensation cost, net of taxes, included in net earnings as reported		4.7			3.2			2.3			1.6
Deduct: Stock-based compensation cost, net of taxes, if the fair value based method had been applied to all awards		(5.4	)		(4.1	)		(2.6	)		(2.0	)
Net earnings	$	138.9		$	95.2		$	76.5		$	46.3
Earnings per share – as reported
Basic	$	.71		$	.49		$	.39		$	.24
Diluted	$	.71		$	.49		$	.39		$	.24
Pro forma earnings per share
Basic	$	.71		$	.48		$	.39		$	.24
Diluted	$	.71		$	.48		$	.39		$	.24

9. EMPLOYEE BENEFIT PLANS

The following table provides interim information at June 30, 2004 and 2003 as to the Company’s sponsored domestic and foreign defined benefit pension plans. Expected 2004 employer contributions are not significantly different than the $1.5 previously reported.

	Six Months Ended June 30,						Three Months Ended June 30,
	2004			2003			2004			2003
Components of Net Pension Income (Expense)
Service cost	$	(2.4	)	$	(2.0	)	$	(1.2	)	$	(1.0	)
Interest cost		(4.6	)		(4.6	)		(2.3	)		(2.3	)
Expected return on plan assets		6.8			6.2			3.4			3.1
Amortization of net transition asset		(.2	)		—			(.1	)		—
Recognized net actuarial gain (loss)		(.2	)		(.8	)		(.1	)		(.4	)
Net pension income (expense)	$	(.6	)	$	(1.2	)	$	(.3	)	$	(.6	)

ITEM 4. CONTROLS AND PROCEDURES

An evaluation as of the end of the period ending June 30, 2004 was carried out by the Company’s management, with participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in reports the Company files or submits under the Exchange Act, is recorded, processed, summarized, and reported within the time period specified by the Securities & Exchange Commission rules and forms.

9

There was no change in the Company’s internal control over financial reporting that occurred during the most recent fiscal quarter ending June 30, 2004 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibit 3.1 – Bylaws of the Company as amended through August 4, 2004, filed August 5, 2004 as Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended June 30, 2004, is incorporated by reference. (SEC File No. 001-07845)

Exhibit 10.1 – Amendment No. 2 to the Restated and Amended Employment Agreement between the Company and Felix E. Wright, dated August 4, 2004, filed August 5, 2004 as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2004, is incorporated by reference. (SEC File No. 001-07845)

Exhibit 10.2 – Letter Agreement regarding whole life insurance policy between the Company and Harry M. Cornell, Jr. dated July 1, 2004, filed August 5, 2004 as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2004, is incorporated by reference. (SEC File No. 001-07845)

Exhibit 12 – Computation of Ratio of Earnings to Fixed Charges, filed August 5, 2004 as Exhibit 12 to the Company’s Form 10-Q for the quarter ended June 30, 2004, is incorporated by reference. (SEC File No. 001-07845)

Exhibit 31.1 – Certification of Felix E. Wright, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 16, 2004.

Exhibit 31.2 – Certification of Matthew C. Flanigan, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 16, 2004.

Exhibit 32.1 – Certification of Felix E. Wright, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 16, 2004.

Exhibit 32.2 – Certification of Matthew C. Flanigan, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 16, 2004.

(B) On April 21, 2004, Leggett & Platt, Incorporated furnished a report on Form 8-K, under Item 12. “Results of Operations and Financial Condition”, announcing financial results for the quarter ending March 31, 2004, and that the Company would hold an investor conference call to discuss its financial results on April 22, 2004.

10

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LEGGETT & PLATT, INCORPORATED
DATE: August 16, 2004	By:	/s/ FELIX E. WRIGHT
		Felix E. Wright
		Chairman of the Board and
		Chief Executive Officer
DATE: August 16, 2004	By:	/s/ MATTHEW C. FLANIGAN
		Matthew C. Flanigan
		Vice President – Chief Financial Officer

11

EXHIBIT INDEX

Exhibit
3.1	Bylaws of the Company as amended through August 4, 2004, filed August 5, 2004 as Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended June 30, 2004, is incorporated by reference. (SEC File No. 001-07845)
10.1	Amendment No. 2 to the Restated and Amended Employment Agreement between the Company and Felix E. Wright, dated August 4, 2004, filed August 5, 2004 as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2004, is incorporated by reference. (SEC File No. 001-07845)
10.2	Letter Agreement regarding whole life insurance policy between the Company and Harry M. Cornell, Jr. dated July 1, 2004, filed August 5, 2004 as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2004, is incorporated by reference. (SEC File No. 001-07845)
12	Computation of Ratio of Earnings to Fixed Charges, filed August 5, 2004 as Exhibit 12 to the Company’s Form 10-Q for the quarter ended June 30, 2004, is incorporated by reference. (SEC File No. 001-07845)
31.1	Certification of Felix E. Wright, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 16, 2004.
31.2	Certification of Matthew C. Flanigan, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated August 16, 2004.
32.1	Certification of Felix E. Wright, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 16, 2004.
32.2	Certification of Matthew C. Flanigan, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated August 16, 2004.

12

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Felix E. Wright, Chairman and Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Leggett & Platt, Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [Reserved]

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 16, 2004	/s/ Felix E. Wright
	Felix E. Wright
	Chairman and Chief Executive Officer
	Leggett & Platt, Incorporated

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Matthew C. Flanigan, Vice President - Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Leggett & Platt, Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) [Reserved]

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 16, 2004	/s/ Matthew C. Flanigan
	Matthew C. Flanigan
	Vice President – Chief Financial Officer
	Leggett & Platt, Incorporated

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Leggett & Platt, Incorporated (the “Company”) on Form 10-Q/A for the period ending June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Felix E. Wright, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Leggett & Platt, Incorporated and will be retained by Leggett & Platt, Incorporated and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Felix E. Wright

Felix E. Wright

Chairman and Chief Executive Officer

August 16, 2004

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Leggett & Platt, Incorporated (the “Company”) on Form 10-Q/A for the period ending June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew C. Flanigan, Vice President – Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Leggett & Platt, Incorporated and will be retained by Leggett & Platt, Incorporated and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Matthew C. Flanigan

Matthew C. Flanigan

Vice President – Chief Financial Officer

August 16, 2004