SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Furniture Brands International, Inc.

(Name of Issuer)

Common Stock, $1.00 stated value

(Title of Class of Securities)

360921100

(CUSIP Number)

Jason G. Bernzweig

SCSF Equities, LLC

5200 Town Center Circle, Suite 600

Boca Raton, Florida 33486

(561) 394-0550

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

-with a copy to-

Stephen Fraidin

Thomas W. Christopher

Kirkland & Ellis LLP

Citigroup Center

153 E. 53rd Street

New York, New York  10022

(212) 446-4800

March 28, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   360921100
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) SCSF Equities, LLC                                   20-2978626
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 4,581,881 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 4,581,881 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,581,881 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 9.45%
	14.	Type of Reporting Person (See Instructions) PN

2

CUSIP No.   360921100
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities Offshore Fund, Ltd.                             20-4202392
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 4,581,881 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 4,581,881 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,581,881 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 9.45%
	14.	Type of Reporting Person (See Instructions) CO

3

CUSIP No.   360921100
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities Fund, LP                                20-0768577
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 4,581,881 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 4,581,881 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,581,881 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 9.45%
	14.	Type of Reporting Person (See Instructions) PN

4

CUSIP No.   360921100
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities Advisors, LP                                   20-0768517
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 4,581,881 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 4,581,881 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,581,881 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 9.45%
	14.	Type of Reporting Person (See Instructions) PN

5

CUSIP No.   360921100
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sun Capital Securities, LLC                               20-0768441
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 4,581,881 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 4,581,881 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,581,881 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 9.45%
	14.	Type of Reporting Person (See Instructions) PN

6

CUSIP No.   360921100
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Marc J. Leder
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 4,581,881 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 4,581,881 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,581,881 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 9.45%
	14.	Type of Reporting Person (See Instructions) IN

7

CUSIP No.   360921100
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Rodger R. Krouse
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 (See Item 5)
			8.	Shared Voting Power 4,581,881 (See Item 5)
			9.	Sole Dispositive Power 0 (See Item 5)
			10.	Shared Dispositive Power 4,581,881 (See Item 5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,581,881 (See Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
	13.	Percent of Class Represented by Amount in Row (11) 9.45%
	14.	Type of Reporting Person (See Instructions) IN

8

This Amendment No. 5 hereby amends the Statement on Schedule 13D (this “Statement”) originally filed on March 2, 2007, as amended by Amendments No. 1 through No. 4, by SCSF Equities, LLC, a Delaware limited liability company, Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation, Sun Capital Securities Fund, LP, a Delaware limited partnership, Sun Capital Securities Advisors, LP, a Delaware limited partnership, Sun Capital Securities, LLC, a Delaware limited liability company, Marc J. Leder and Rodger R. Krouse with respect to the common stock, $1.00 stated value per share (the “Common Stock”), of Furniture Brands International, Inc., a Delaware corporation (the “Issuer”) as follows:

Item 4. Purpose of Transaction

The shares of Common Stock were acquired as part of the proprietary trading strategy of the Reporting Persons.  The Reporting Persons intend to optimize the value of their investments and, therefore, review from time to time the Issuer’s business affairs, financial position, governance, management, capital structure, future plans and contractual rights and obligations and consider all alternatives available to the Reporting Persons with respect to their investment.  As part of such review, the Reporting Persons may also, from time to time, seek to meet with and have discussions with the Issuer’s management and directors and, further, may communicate with other holders of the Common Stock to understand their views of the Issuer’s operating strategy and financial performance.  Based on such review, the Reporting Persons currently intend to nominate certain individuals for election as directors of the Issuer at the Issuer’s 2008 annual meeting of stockholders or any other meeting in lieu thereof and solicit proxies with respect to such nomination.   In connection with the foregoing, on March 28, 2008, the Reporting Persons served the Issuer with a demand pursuant to Section 220 of the Delaware General Corporation Law to inspect the stockholders list and certain related records of the Issuer, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.  On the same day, the Reporting Persons also submitted a written request to the Issuer pursuant to Rule 14a-7 under the Securities Exchange Act of 1934, as amended, with respect to the use of the Issuer’s stockholders list, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

In addition to the foregoing, the Reporting Persons may engage the Issuer in discussions that may include one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.  Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions with the Issuer’s management, directors and/or stockholders, the outcome of the election of directors at the Issuer’s 2008 annual meeting of stockholders, actions taken by the Board of Directors of the Issuer, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate including, without limitation, acquiring or disposing the Common Stock or other securities of the Issuer through open market transactions, privately negotiated transactions, a tender offer, a merger, an exchange offer, or otherwise, engaging in any hedging or similar transactions with respect to the Reporting Person’s holdings of the Issuer’s Common Stock or other securities and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as set forth in Item 4 of this Statement, which is incorporated herein by reference, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the persons enumerated in Item 2 of this Schedule 13D, and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits

Exhibit No.	Description
99.1	Stockholder List Access Demand Pursuant to Section 220 of Delaware General Corporation Law, dated March 28, 2008.
99.2	Stockholder List Use Request Pursuant to Rule 14a-7 under the Securities Exchange Act of 1934, as amended, dated March 28, 2008.

9

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 28, 2008 SCSF Equities, LLC

By:			*
Name:			Marc J. Leder
Its:			Co-CEO
Sun Capital Securities Offshore Fund, Ltd.
By:			*
Name:			Marc J. Leder
Its:			Director
Sun Capital Securities Fund, LP
By:	Sun Capital Securities Advisors, LP
Its:	General Partner
By:	Sun Capital Securities, LLC
Its:	General Partner
By:			*
Name:			Marc J. Leder
Its:			Co-CEO
Sun Capital Securities Advisors, LP
By:		Sun Capital Securities, LLC
Its:		General Partner
By:			*
Name:			Marc J. Leder
Its:			Co-CEO
Sun Capital Securities, LLC
By:			*
Name:			Marc J. Leder
Its:			Co-CEO
			*
Name:			Marc J. Leder
			*
Name:			Rodger R. Krouse

10

The undersigned, by signing his name hereto, does sign and execute this Amendment No. 5 to Schedule 13D pursuant to the Power of Attorney executed by the above Reporting Persons and filed herewith on behalf of the Reporting Persons.

Dated: March 28, 2008	*By:	/s/ Jason G. Bernzweig	Attorney in Fact
		Jason G. Bernzweig

11

EX-99.1

Exhibit 99.1

SCSF Equities, LLC
5200 Town Center Circle, Suite 600
Boca Raton, Florida 33486

March 28, 2008

VIA EMAIL AND OVERNIGHT MAIL

Furniture Brands International, Inc.
Attention: Ralph P. Scozzafava
Vice Chairman and Chief Executive Officer
101 South Hanley Road,
Suite 1900
Saint Louis, Missouri 63105

Re:Stockholder List Access Demand Pursuant to Delaware General Corporation Law Section 220

Dear Mr. Scozzafava:

SCSF Equities, LLC, a Delaware limited liability company (“SCSF Equities”), is the beneficial owner of 4,581,881 shares (the “Shares”) of common stock, stated value $1.00 per share, of Furniture Brands International, Inc., a Delaware corporation (the “Company”).  As evidence of our ownership of the Shares, attached hereto please find a true and correct copy of the relevant portions of the most recent brokerage statement provided to SCSF Equities by its broker reflecting such ownership.

Pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”) and other applicable law, SCSF Equities hereby demands (the “Demand”) the right, during the Company’s usual business hours to inspect the following records and documents of the Company (the “Demand Materials”) and to make copies and extracts therefrom:

1.A complete record or list of the Company’s stockholders, certified by the Company or its transfer agent, showing the names and addresses of each stockholder and the number, series and class of shares of stock registered in the name of each such stockholder, as of the date of this Demand and as of any record date (the date hereof and any such record date, the “Determination Date”) established or to be established for the 2008 annual meeting of the stockholders of the Company and any adjournments, postponements, rescheduling or continuation thereof or any other meeting of stockholders held in lieu thereof (the “2008 Annual Meeting”).

2.Relating to the list of stockholders and all other information referred to in paragraph 1, electronic media containing such information, the computer processing data necessary for the undersigned to make use of such information on electronic media and a hard copy printout of such information in order of descending balance for verification purposes.

3.All daily transfer sheets showing changes in the names and addresses of the Company’s stockholders and/or in the number, series and class of shares of the Company’s stockholders after the Determination Date which are in or come into the possession of the Company or its transfer agent, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, from the date of the stockholder list referred to referred to in paragraph 1.

4.All information in or which comes into the Company’s or its agents’ possession, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, up to and including the Determination Date, concerning the names and addresses of and the number, series and class of shares held by the participating brokers and banks named in the individual nominee names of Cede & Co. (whether in electronic form or list form), including any daily or weekly participant list for the Depository Trust Company, or from other similar depositories or nominees, including any respondent bank lists, and all omnibus proxies and related respondent bank proxies and listings issued pursuant to Rule 14b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise.

5.All information on electronic media and the relevant processing data and printouts (as described in paragraph 2 above) containing the name and address of and the number, series and class of shares of stock of the Company attributable to any participant in any employee stock ownership plan, stock purchase plan or other employee compensation or benefit plan of the Company in which the decision as to the voting of the shares held by such plan is made, directly or indirectly, individually or collectively, by the participants in the plan and the method(s) by which SCSF Equities and its agents and representatives may communicate with each such plan, as well as the name, affiliation and telephone number of the trustee or administrator of each such plan, and a detailed explanation of the treatment not only of shares for which the trustee or administrator receives instructions from participants, but also of shares for which the trustee or the administrator does not receive instructions or shares that are outstanding in the plan but are unallocated to any participant.

6.All information in or which comes into the Company’s possession or control, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trustees or other nominees up to and including the Determination Date, relating to the names of the non-objecting beneficial owners of the Company’s stock pursuant to Rule 14b-1(b) or Rule 14b-2(b) under the Exchange Act, in the format of a computer disk or similar electronic media and a printout in descending order balance.  If such information is not in the Company’s possession, custody or control, such information should be requested from Broadridge Financial Solutions, Inc. (formerly ADP Proxy Services) - Investor Communications Services.

7.Any stop transfer lists or stop lists relating to any shares of stock of the Company and any additions, deletions, changes or corrections made thereto after the Determination Date.

SCSF Equities demands further that all modifications, additions or deletions to any and all information in the Demand Materials be immediately furnished as such modifications, additions or deletions become available to the Company or its representatives or agents.

2

SCSF Equities makes this notification and demand to inspect, copy and make extracts of the Demand Materials in good faith and for the purpose of enabling SCSF Equities to communicate with the Company’s stockholders concerning solicitation of proxies with respect to the election of directors at the 2008 Annual Meeting.

I hereby designate and authorize D.F. King & Co., Inc., its employees and any other persons designated by it or by me, acting singly or in any combination, to conduct the inspection and copying herein requested.  Pursuant to Section 220 of the DGCL, you are required to respond to this Demand within five (5) business days of the date hereof.  Accordingly, please advise, electronically and by mail, Thomas W. Christopher (tchristopher@kirkland.com; (212) 446-4790) of Kirkland & Ellis LLP, Citigroup Center, 153 East 53rd Street, New York, New York 10022, facsimile (212) 446-4900 and Edward McCarthy or Richard Grubaugh (emccarthy@dfking.com and rgrubaugh@dfking.com, respectively; (212) 269-5550) of D.F. King & Co., Inc., 48 Wall Street New York, NY  10005  facsimile (212) 709-3279, as promptly as practicable within the requisite timeframe, when and where the Demand Materials will be made available.

If you refuse to permit the inspection and copying demanded herein, or fail to reply to this demand within five (5) business days of the date of this letter, SCSF Equities intends to apply to the Court of Chancery of the State of Delaware for an order compelling such inspection under DGCL Sections 220(b) and (c).

SCSF Equities reserves the right to withdraw or modify this request at any time, and to make other demands of the Company whether pursuant to the DGCL, other applicable law, or the Company’s certificate of incorporation or bylaws.

3

Thank you for your attention to this matter.  If you have any questions, please contact Mr. Christopher at (212) 446-4790 or at tchristopher@kirkland.com.

Sincerely,

SCSF EQUITIES, LLC
By:	/s/ Jason G. Bernzweig
	Name:	Jason G. Bernzweig
	Title:	Vice President

cc:	Wilbert G. Holliman, Chairman of the Board
	Furniture Brands International, Inc.
	Stephen Fraidin, Kirkland & Ellis LLP
	Thomas W. Christopher, Kirkland & Ellis LLP

4

Verification and Power of Attorney

STATE OF FLORIDA	)
	)	ss.:
	)
COUNTY OF PALM BEACH

Jason G. Bernzweig, Vice President of SCSF Equities, LLC, being duly sworn, deposes, and says:

(1)I hereby certify that the foregoing is the letter of demand for the inspection of certain designated Demand Materials (as defined in such foregoing letter of demand, such letter the “Demand Letter”) of Furniture Brands International, Inc. and that the statements made therein are true and correct.

(2)The Demand Letter designates D. F. King & Co., Inc., its employees and any other persons designated by it or by me, acting singly or in any combination, as my attorney or agent to conduct such inspection and copying.  The Demand Letter and this verification are my power of attorney authorizing the foregoing persons to act on behalf of myself with respect to the Demand Materials.

By:	/s/ Jason G. Bernzweig
	Name:	Jason G. Bernzweig
	Title:	Vice President

Sworn to before me this

28th day of March, 2008.

/s/ Allison Herbert

Notary Public

My Commision #DD548415

Expires: May 4, 2010

Bonded Thru Notary Public Underwriters

EX-99.2

Exhibit 99.2

SCSF Equities, LLC
5200 Town Center Circle, Suite 600
Boca Raton, Florida 33486

March 28, 2008

VIA EMAIL AND OVERNIGHT MAIL

Furniture Brands International, Inc.
Attention: Ralph P. Scozzafava
Vice Chairman and Chief Executive Officer
101 South Hanley Road, Suite 1900
Saint Louis, Missouri 63105

Re:Stockholder List Use Request Pursuant to Rule 14a-7 under the Securities Exchange Act of 1934, as amended

Dear Mr. Scozzafava:

SCSF Equities, LLC, a Delaware limited liability company (“SCSF Equities”), intends to conduct a proxy solicitation in connection with the 2008 annual meeting of the stockholders of Furniture Brands International, Inc., a Delaware corporation (the “Company”), and any adjournments, postponements, rescheduling or continuation thereof or any other meeting of stockholders held in lieu thereof (the “2008 Annual Meeting”).  Pursuant to Rule 14a-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SCSF Equities hereby requests that the Company provide to it the Company’s stockholder list and security position listings for the purpose of disseminating solicitation materials to holders of the Company’s common stock, $1.00 stated value per share (the “Common Stock”).  Unless specifically indicated otherwise, all references to “Rule” in this letter shall refer to the applicable “rule” promulgated under the Exchange Act.

For the purpose of communicating the Company’s election under Rule 14a-7(b)(2) to comply with either paragraph (a)(2)(i) or paragraph (a)(2)(ii) of Rule 14a-7, please contact Thomas W. Christopher, tchristopher@kirkland.com, (212) 446-4790, of Kirkland & Ellis LLP, Citigroup Center, 153 East 53rd Street, New York, New York 10022, facsimile (212) 446-4900.

The Company is required by Rule 14a-7(a)(1) to deliver to the above referenced party within five business days after receipt of this letter:

(a)Notification of the Company’s election under Rule 14a-7(b)(2) as to whether the Company has elected to mail the solicitation materials or furnish SCSF Equities with a stockholder list;

(b)A statement of the approximate number of record holders and beneficial holders of the Common Stock, separated by type of holder; and

(c)The estimated cost of mailing a proxy statement, form of proxy or other communication to such holders, including to the extent known or reasonably available, the estimated costs of any bank, broker and similar person through whom the registrant has solicited or intends to solicit beneficial owners in connection with the 2008 Annual Meeting.

If the Company elects to mail the solicitation materials pursuant to Rule 14a-7 (a)(2)(i), the Company is required to, among other things, send copies of any proxy statement, form of proxy, or other soliciting material, including a Notice of Internet Availability of Proxy Materials (as described in Rule 14a-16), furnished by SCSF Equities to the record holders of the Common Stock, including banks, brokers, and similar entities.  A sufficient number of copies must be sent to banks, brokers and similar entities for distribution to all beneficial owners of the Common Stock.  The Company shall send the aforementioned solicitation materials with reasonable promptness after SCSF Equities’ tender of such materials to be sent, envelopes or other containers therefor, postage or payment for postage and other reasonable expenses of effecting such distribution.

If the Company elects to provide SCSF Equities with a stockholder list pursuant to Rule 14a-7 (a)(2)(ii), the Company is required to deliver the following information to SCSF Equities no later than five business days after receipt of this letter:

(a)A reasonably current list of the names, addresses and security positions of the record holders of the Common Stock, including banks, brokers and similar entities;

(b)The most recent list of names, addresses and security positions of beneficial owners as specified in Rule 14a—13(b), in the possession, or which subsequently comes into the possession, of the Company;

(c)The names of stockholders at a shared address that have consented to delivery of a single copy of proxy materials to a shared address, if the Company has received written or implied consent in accordance with Rule 14a-3(e)(1); and

(d)If the Company has relied on Rule 14a-16, the names of stockholders who have requested paper copies of the proxy materials for all meetings and the names of stockholders who, as of the date that the Company receives the request, have requested paper copies of the proxy materials only for the meeting to which the solicitation relates.

This information should be in the format normally used by the Company for providing such information to its proxy solicitor, accompanied by a printout of the information and any instructions as are necessary to make use of such information.  The Company shall furnish SCSF Equities with updated record holder information on a daily basis or, if not available on a daily basis, at the shortest reasonable intervals; provided, however, the Company need not provide beneficial or record holder information more current than the record date for the 2008 Annual Meeting.

2

Pursuant to Rule 14a-7(c)(1), enclosed please find a copy of Amendment No. 4 to the beneficial ownership report on Schedule 13D filed by SCSF Equities and its affiliates with the Securities and Exchange Commission on February 21, 2008.  SCSF Equities is aware of and will comply with its obligations under Rules 14a-7(d) and 14a-(7)(e).

Thank you for your attention to this matter.  If you have any questions, please contact Mr. Christopher at (212) 446-4790 or at tchristopher@kirkland.com.

Sincerely,

SCSF EQUITIES, LLC
By:	/s/ Jason G. Bernzweig
	Name:	Jason G. Bernzweig
	Title:	Vice President

cc:	Wilbert G. Holliman, Chairman of the Board
	Furniture Brands International, Inc.
	Stephen Fraidin, Kirkland & Ellis LLP
	Thomas W. Christopher, Kirkland & Ellis LLP

3

DECLARATION

STATE OF FLORIDA	)
	)	ss.:
	)
COUNTY OF PALM BEACH

Jason G. Bernzweig, Vice President of SCSF Equities, LLC (“SCSF Equities”), being duly sworn, deposes, and says:

(i)SCSF Equities intends to solicit proxies with respect to the election of directors of Furniture Brands International, Inc. at the 2008 Annual Meeting (as defined in the foregoing letter);

(ii)SCSF Equities will not use the list information requested in the foregoing letter for any purpose other than to solicit stockholders with respect to the same meeting or action by consent or authorization for which the Company is soliciting or intends to solicit or to communicate with stockholders with respect to a solicitation commenced by the Company; and

(iii)SCSF Equities will not disclose such information to any person other than an employee or agent to the extent necessary to effectuate the communication or solicitation.

By:	/s/ Jason G. Bernzweig
	Name:	Jason G. Bernzweig
	Title:	Vice President

Sworn to before me this

28th day of March, 2008.

/s/ Allison Herbert

Notary Public

My Commision #DD548415

Expires: May 4, 2010

Bonded Thru Notary Public Underwriters