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As filed with the Securities and Exchange Commission on February 2, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
LEGGETT & PLATT, INCORPORATED
(Exact name of registrant as specified in its charter)
Missouri No. 1--Leggett Road 44-0324630
(State or other Carthage, Missouri 64836 (I.R.S. Employer
jurisdiction of (417) 358-8131 Identification No.)
incorporation or
organization)
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
John A. Lyckman
Assistant General Counsel
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, Missouri 64836
(417) 358-8131
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public: From
time to time after this Registration Statement becomes effective on dates,
at times and on terms not currently determined.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed
Title of Each Amount to be Maximum Offering
Class of Securities Registered Price Per Share (1)
to be Registered
__________________________________________________________________________
Common Stock, $.01 par
value and attached
Preferred Stock
Purchase Rights 487,319 shares $45.47
________________________________________________
________________________________________________
Proposed Maximum Amount of
Aggregate Offering Registration Fee
Price (1)
________________________________________________
$22,158,394.93 $6,714.67
__________________________________________________________________________
__________________________________________________________________________
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457, based upon the
average of the high and low prices of Registrant's Common
Stock on January 28, 1998 on the New York Stock Exchange
Composite Tape of $45.47.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
Prospectus
487,319 Shares
LEGGETT & PLATT, INCORPORATED
Common Stock
(and Preferred Stock Purchase Rights attached to the Common Stock)
The shares of Common Stock, $.01 par value, (the "Common Stock") of
Leggett & Platt, Incorporated, a Missouri corporation (the "Company")
offered hereby (the "Shares") are being sold for the account of and by the
persons named under the caption "Selling Shareholders." The Selling
Shareholders have advised the Company that the Shares may be sold from
time to time in transactions on the New York Stock Exchange or Pacific
Stock Exchange or in negotiated transactions, in each case at prices
satisfactory to the Selling Shareholders. (See "Plan of Distribution.")
The Company will receive no part of the proceeds from the sale of the
Shares. The Selling Shareholders will pay all applicable stock transfer
taxes, transfer fees and brokerage commissions, and related fees and
expenses, but the Company will bear the cost of preparing the Registration
Statement to which the "Prospectus" is a part and all filing, legal and
accounting fees incurred in connection with registration of the Shares
under the federal securities laws.
The Common Stock is listed on the New York Stock Exchange and Pacific
Stock Exchange (symbol: LEG). On January 28, 1998, the average of the
high and low prices of the Common Stock on the New York Stock Exchange,
Composite Transactions was $45.47 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February 2, 1998.
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports, proxy statements, and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can
be inspected and copied at the offices of the Commission at Room 1024,
450 Fifth Street, NW, Washington, D.C. 20549 and at the Commission's
Regional Offices at Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511; 75 Park Place, 14th Floor,
New York, New York 10007; and 5757 Wilshire Blvd., Suite 500 East,
Los Angeles, California 90036-3648. Copies of such material can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, NW, Washington, D.C. 20549 at prescribed rates. The Commission
also maintains a Web site at "http://www.sec.gov" which contains reports,
proxy statements and other information regarding registrants that file
electronically with the commission. Reports, proxy statements and other
information concerning the Company can be inspected and copied at the
offices of the New York Stock Exchange at 20 Broad Street, New York,
New York and at the office of the Pacific Stock Exchange Incorporated,
Listings Department, 115 Sansone Street, Suite 1104, San Francisco,
California 94104. This Prospectus does not contain all the information
set forth in the Registration Statement filed by the Company with respect
to the offering made hereby. Copies of such Registration Statement are
available from the Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents have been previously filed by the Company
with the Commission and are incorporated by reference into this
Prospectus:
(1) Annual Report on Form 10-K for the year ended December
31, 1996.
(2) Quarterly reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997.
(3) The description of the Common Stock contained in Form
8-A dated June 5, 1979, including any amendments or
reports filed for the purpose of updating such
description.
(4) The description of the Company=s Preferred Stock Purchase
Rights contained in Form 8-A dated February 15, 1989,
including any amendments or reports filed for the purpose
of updating such description.
All reports and definitive proxy statements filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination
of the offering to be made hereunder shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the date of
filing such documents, except that in no event shall any information
included in any such document in response to item 402(i), (k) or (l) of
Regulation S-K be deemed to constitute a part of this Prospectus.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or
oral request of such person, a copy of any or all of the documents
incorporated herein or in the Registration Statement by reference (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference in such documents). All requests for such
information should be directed to the Company's executive offices at No. 1
Leggett Road, Carthage, Missouri 64836, Attention: Investor Relations,
(417) 358-8131.
THE COMPANY
The Company was incorporated in 1901 as the successor to a
partnership formed in 1883 in Carthage, Missouri. That partnership was
a pioneer in the manufacture and sale of steel coil bedsprings. The
Company=s principal executive offices are located at No. 1 -- Leggett
Road, Carthage, Missouri 64836, telephone (417) 358-8131. Unless
otherwise indicated the term "Company" includes Leggett & Platt,
Incorporated and its majority-owned subsidiaries.
The Company is a manufacturer. It serves markets for components and
related products for bedding, furniture and other furnishings including
commercial fixtures, store displays, shelving, and related products as
well as materials, equipment and technologies used by Company operations
and other manufacturers in diverse markets. Components are items used by
furnishings manufacturers to construct their finished products. Examples
of components manufactured by the Company include innerspring and
boxspring units for mattresses and boxsprings; foam, textile, fiber and
other cushioning materials for bedding and furniture; springs and seating
suspensions for furniture; steel mechanisms for reclining chairs, sleeper
sofas and other types of motion furniture; chair controls, aluminum, steel
and plastic bases for office furniture; non-fashion fabrics and other
furniture supplies; aluminum die castings for gas barbeque grills and
other furnishings.
The Company also makes some finished furnishings products. Examples
include bed frames, daybeds, bunk beds, headboards, electric beds, carpet
underlay, point-of-purchase displays, other wood, metal and wire displays,
shelving and other commercial fixtures. These finished products are sold
to manufacturers that also buy the Company=s components or to wholesalers
and retailers. Point-of-Purchase displays are sold to manufacturers of
packaged goods for use in retail stores. Other commercial fixtures are
sold to retailers to furnish their stores and other end users for food
service, office and industrial applications.
Outside the furnishings area, the Company produces and sells a number
of components and other products used in many different home, industrial
and commercial applications. Examples of these diversified products
include industrial wire, steel tubing, automotive seat suspension systems,
aluminum ingot, industrial fabrics, mechanical springs, machinery and
parts for manufacturing equipment, foam products and injection molded
plastic products.
The Company's products are made primarily from steel rod, wire and
other types of steel, textile fibers, woven and non-woven fabrics,
aluminum, wood, foam chemicals, and plastics. Some of these raw
materials such as steel wire, steel tubing, aluminum ingot, shredded
textile fibers and cut-to-size dimension lumber are manufactured by the
Company.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The following information has been provided to the Company by the
persons listed below as the Selling Shareholders including the number of
shares of the Common Stock beneficially owned by each Selling Shareholder
as of February 2, 1998 and the number of shares of the Common Stock being
offered for the account of such Selling Shareholder pursuant to this
Prospectus.
After
Name of Beneficially Shares Offered Completion of
Selling Owned Prior to Hereby This Offering
Shareholders Offering
Darrel C. Steagall 304,574 304,574 0
William P. Furr 182,745 182,745 0
None of the Selling Shareholders has held any position or office
or otherwise had a material relationship with the Company within the past
three years other than as a result of the ownership of the Shares of the
Common Stock of the Company.
Each of the Selling Shareholders received the Shares offered hereby
in connection with the acquisition of Cumulus Fibres, Inc. by the Company.
This entity is now a wholly owned subsidiary of the Company.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders
or their pledgees or donees. Such sales may be made on one or more
exchanges or in negotiated transactions not on an exchange at prices and
on terms then prevailing or at prices related to the then current market
price or at negotiated prices. The Shares may be sold by one or more of
the following: (a) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; and (b)
ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, brokers or dealers may arrange
for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts in amounts to be negotiated immediately
prior to the sale which amounts will not be greater than that normally paid
in connection with ordinary trading transactions. In addition, any
securities covered by this Prospectus which qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
CAPITAL STOCK
The Company's authorized capital stock consists of 300,000,000 shares
of Common Stock, $.01 par value, 1,000,000 shares of Series A Junior
Participating Preferred Stock and 99,000,000 shares of Preferred Stock
without par value. As of November 25, 1997 there were 95,854,460 shares
of Common Stock and no shares of preferred stock outstanding.
A description of the Common Stock is contained in the Company's
Registration Statement on Form 8-A, dated June 5, 1979, including any
amendments or reports filed for the purpose of updating such description,
which is incorporated by reference. A description of the Preferred Stock
Purchase Rights is contained in the Company's Registration Statement on
Form 8-A, dated February 15, 1989, including any amendments or reports
filed for the purpose of updating such description, which is also
incorporated by reference.
LEGAL OPINIONS
Ernest C. Jett, General Counsel, has rendered an opinion concerning
the validity of the Shares and certain other legal matters. Mr. Jett is
a full-time employee of the Company. On January 15, 1998 Mr. Jett
beneficially owned 68,720 shares of Common Stock which included options
to purchase 15,171 shares of Common Stock which are exercisable on or
within 90 days of said date.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to Form 10-K for the year ended December 31,1996, have been so
incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts
in auditing and accounting.
TABLE OF CONTENTS
Page
Available Information .......................... 2
Incorporation of Certain Information
by Reference ................................ 2
The Company .................................... 3
Use of Proceeds ................................ 3
Selling Shareholders ........................... 4
Plan of Distribution ........................... 4
Capital Stock ................................. 5
Legal Opinions ................................. 5
Experts ........................................ 5
LEGGETT & PLATT, INCORPORATED
487,319 Shares
Common Stock
$.01 Par Value
(and Preferred Stock Purchase Rights
attached to the Common Stock)
PROSPECTUS
February 2, 1998
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained or incorporated
by reference in this Prospectus and, if given or made, such other
information or representation must not be relied upon as having been
authorized by the Company, any Selling Shareholder or any other person.
Neither the delivery of this Prospectus nor any sale made herein shall,
under the circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer to sell or solicitation of an
offer to buy the securities offered hereby to any person or by anyone in
any jurisdiction in which such offer or solicitation may not lawfully
be made.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses of the Company
in connection with the issuance and distribution of the securities being
registered, exclusive of those expenses to be borne by the Selling
Shareholders.
SEC registration fee ....................... $ 6,714.67
Accounting fees and expenses ............... 3,000.00
Legal fees and expenses .................... 3,000.00
Printing of documents ...................... 3,000.00
Miscellaneous .............................. 1,000.00
_____________
Total .............................. $ 16,714.67
-------------
Item 15. Indemnification of Directors and Officers
Under the Company's Restated Articles of Incorporation and Missouri
corporation laws, each of the present and former directors and officers
of the Company may be entitled to indemnification under certain
circumstances from certain liabilities, claims and expenses arising from
any threatened, pending or completed action, suit or proceeding (including
any such action, suit or proceeding arising under the Securities Act of
1933 as amended), to which they are made a party by reason of the fact
that he is or was a director or officer of the Company.
The Company insures its directors and officers against certain
liabilities and has insurance against certain payments which it may be
obliged to make to such persons under the indemnification provisions of
its Restated Articles of Incorporation.
Item 16. Exhibits
5 Opinion of Ernest C. Jett, Esq., General Counsel
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Ernest C. Jett, Esq., General Counsel
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(a)
(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 Prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) 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;
Provided, however, that paragraphs (i) and (ii) above do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
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.
(b) 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 Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of 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 the
initial bona fide offering thereof.
(e) The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the Prospectus, to each person to whom the
Prospectus is sent or given, the latest annual report to security holders
that is incorporated by reference in the Prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth
in the Prospectus, to deliver, or cause to be delivered to each person to
whom the Prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the Prospectus to provide such
interim financial information.
(h) 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 provisions
described under Item 15 above, 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.
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-3 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Carthage, State
of Missouri, on the 2nd day of February, 1998.
LEGGETT & PLATT, INCORPORATED
By: /s/ HARRY M. CORNELL, JR.
Harry M. Cornell, Jr.
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harry M. Cornell, Jr., Felix E.
Wright, Robert A. Jefferies, Jr. and Ernest C. Jett, and each of them,
his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and all
documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, full power and authority to do and perform each and every act
and thing necessary or advisable to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
(a) Principal Executive Officer:
/s/ HARRY M. CORNELL, JR. Chairman of the Board, February 2, 1998
Harry M. Cornell, Jr. Chief Executive Officer
and Director
(b) Principal Financial Officer:
/s/ MICHAEL A. GLAUBER Senior Vice President, February 2, 1998
Michael A. Glauber Finance &
Administration
(c) Principal Accounting Officer:
/s/ ALLAN J. ROSS Vice President February 2, 1998
Allan J. Ross - Accounting
(d) Directors:
/s/ RAYMOND F. BENTELE Director February 2, 1998
Raymond F. Bentele
/s/ ROBERT TED ENLOE, III Director February 2, 1998
Robert Ted Enloe, III
/s/ RICHARD T. FISHER Director February 2, 1998
Richard T. Fisher
/s/ BOB L. GADDY Director February 2, 1998
Bob L. Gaddy
/s/ DAVID S. HAFFNER Director February 2, 1998
David S. Haffner
/s/ THOMAS A. HAYS Director February 2, 1998
Thomas A. Hays
/s/ ROBERT A. JEFFERIES, JR. Director February 2, 1998
Robert A. Jefferies, Jr.
/s/ ALEXANDER M. LEVINE Director February 2, 1998
Alexander M. Levine
/s/ RICHARD L. PEARSALL Director February 2, 1998
Richard L. Pearsall
/s/ DUANE W. POTTER Director February 2, 1998
Duane W. Potter
/s/ MAURICE E. PURNELL, JR. Director February 2, 1998
Maurice E. Purnell, Jr.
/s/ FELIX E. WRIGHT Director February 2, 1998
Felix E. Wright
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Ernest C. Jett, Esq., General Counsel
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Ernest C. Jett, Esq., General Counsel
(contained in Opinion)
Exhibit 5
February 2, 1998
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: Form S-3 Registration Statement - Cumulus Fibres, Inc.
Our File No. 2-70-69
Gentlemen:
As General Counsel of Leggett & Platt, Incorporated (the "Company"),
I have acted on its behalf in connection with the preparation and filing
with the Securities and Exchange Commission of a Registration Statement on
Form S-3 under the Securities Act of 1933, as amended (the "Registration
Statement") relating to 487,319 shares of the Company's Common Stock, $.01
par value (the "Shares"), and the Preferred Stock Purchase Rights (the
"Rights") attached to the Shares, to be sold by the Selling Shareholders
described therein.
In this connection, I have examined the following documents:
(i) Copy of the Restated Articles of Incorporation of the
Company;
(ii) Copies of the Bylaws of the Company, as amended to date;
(iii) Minutes of the meetings of the Board of Directors and
Shareholders of the Company; and
(iv) The Registration Statement and all exhibits thereto.
I have also examined such other documents as I deemed necessary to the
expression of the opinion contained herein.
Based upon the foregoing, I am of the opinion that:
(1) The Company has been duly organized, validly existing and
in good standing under the laws of the State of Missouri.
(2) The Company has an authorized capitalization as set forth
in the Registration Statement;
(3) The issue by the Company of the Shares and the Rights to
the Selling Shareholders has been duly and validly
authorized by necessary corporate action;
(4) The Shares and the Rights to be sold by the Selling
Shareholders pursuant to the Registration Statement have
been validly issued and are fully paid and nonassessable.
I hereby consent to the use of my name in the Registration Statement and in
the related Prospectus and to the use of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
LEGGETT & PLATT, INCORPORATED
Ernest C. Jett
General Counsel
JAL/gmm
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 5, 1997 appearing on page 27 of Leggett & Platt,
Incorporated and Subsidiaries' Annual Report on Form 10-K for the year
ended December 31, 1996. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
/S/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
St. Louis, Missouri
January 30, 1998