~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ~~of the Securities~~OF ~~Exchange~~THE ~~Act of 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF of1934 ~~earliest event reported): August 13, 2003~~

Date of report (Date of earliest event reported)

August 20, 2003

DMI FURNITURE, INC.

(Exact Name of Registrant as ~~specified~~Specified in Charter)

Delaware	0-4173	41-0678467
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Suite 205, 101 Bullitt Lane, Louisville, Kentucky		40222
One Oxmoor Place
(Address of principal executive offices)		(Zip code)
101 Bullitt Lane
(502)426-4351
Louisville, Kentucky		40222
(Registrant’s telephone number, including area code)
(Address of Principal Executive Office)		(Zip Code)
N/A
(Former name or former address, if changed since last report.)

~~INFORMATION~~Registrant’s telephone TOnumber, BEincluding ~~INCLUDED~~area INcode: ~~THE~~(502) ~~REPORT~~426-4351

~~Item~~N/A ~~5. Other Events and Required FD Disclosure~~

On(Former ~~August 13,~~Name ~~2003,~~or ~~DMI~~Former ~~Furniture~~Address, ~~Inc. announced~~if itChanged ~~had~~Since ~~entered~~Last ~~into~~Report) an Agreement and Plan of Merger with Flexsteel Industries, Inc. providing for Flexsteel’s acquisition of all of DMI’s outstanding common shares for $3.30 per share in cash. A copy of the press release is attached as Exhibit 99.

~~Item~~ITEM 79. ~~Financial~~Regulation ~~Statements~~FD ~~and Exhibits~~Disclosure.

~~Exhibit~~The ~~2.1~~following –information ~~Agreement~~was ~~and~~included ~~Plan~~under ofthe ~~Merger~~heading by“Recent ~~and among~~Developments” ~~Flexsteel~~in ~~Industries,~~our ~~Inc.,~~Solicitation/Recommendation ~~Churchill~~Statement ~~Acquisition~~on ~~Corp.~~Schedule ~~and~~14D-9 under ~~DMI~~the ~~Furniture, Inc.~~Securities ~~dated~~Exchange ~~August 12~~Act of 1934, ~~2003.~~as amended:

~~Exhibit~~“Recent ~~2.2~~Developments ~~– Form of Tender and Voting Agreement dated as of August 12, 2003 by and among Flexsteel Industries, Inc., Churchill Acquisition Corp. and certain stockholders of DMI Furniture, Inc.~~

~~Exhibit~~In 99its –public ~~Press~~statements following the release ~~issued~~of ~~August 13~~its earnings for the third fiscal quarter conference call, the Company stated that it could not predict when order levels would pick up and expected the operating environment in the fourth fiscal quarter to continue to be difficult. In addition to the current soft market for residential and commercial furniture, the shipment levels in fourth quarter of fiscal 2002 were the highest in the Company’s history. Accordingly, the Company continues to expect a significant decline in revenue for the fourth quarter of fiscal 2003 as compared to the fourth quarter of fiscal 2002.

~~SIGNATURE~~The Company’s fourth fiscal quarter will not end until August 30, 2003, and it has not historically been the Company’s practice to estimate future financial results. Events that affect the day-to-day timing of when importing revenue is recognized and other factors make it difficult to accurately predict revenue as of a specific future date. The Company currently estimates that revenue for the fourth quarter of fiscal 2003 will be down from between 7% to 15% from the comparable period from a year ago.”

~~Pursuant~~The toforegoing contains forward-looking statements within the ~~requirements~~meaning of Section 21E of the Securities Exchange Act of 1934,. ~~the~~Such ~~Registrant~~statements ~~has~~are ~~duly~~dependent on ~~caused~~a ~~this~~number ~~report~~of factors that could cause actual results to be ~~signed~~differ onmaterially ~~its~~from ~~behalf~~those expressed or implied in the forward-looking statements. Such factors include anticipated sales, profitability, cash flow levels, and purchases by major customers, in addition to those factors set forth in the ~~undersigned~~company’s ~~thereunto~~required ~~duly~~filings ~~authorized~~with the U.S. Securities and Exchange Commission.

	DMI FURNITURE, INC.
Date: August 13, 2003	By	/s/ Phillip J. Keller
		Phillip J. Keller
		Vice President – Finance, Chief Financial Officer and Treasurer

This information is furnished pursuant to Item 9 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934. By filing this amendment to a report on Form 8-K and furnishing this information, we make no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

~~INDEX~~SIGNATURES ~~TO EXHIBITS~~

~~Exhibit~~Pursuant 2to 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 hereunto duly authorized.1

Agreement and Plan of Merger by and among Flexsteel Industries, Inc., Churchill Acquisition Corp. and DMI Furniture, Inc. dated August 12, 2003.

	DMI FURNITURE, INC.
	Registrant


Date: August 20, 2002	By:	/S/ Phillip J. Keller
		Phillip J. Keller
		Vice President of Finance and Chief Financial Officer

Exhibit 2.2

Form of Tender and Voting Agreement dated as of August 12, 2003 by and among Flexsteel Industries, Inc., Churchill Acquisition Corp. and certain stockholders of DMI Furniture, Inc.

Exhibit 99

Press release issued August 13, 2003.

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