UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
FORM 10-Q
(MARK ONE)
/ X /   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE                SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 2, 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 0-2648
HNI Corporation (Exact name of Registrant as specified in its charter)
Iowa (State or other jurisdiction of incorporation or organization)	42-0617510 (I.R.S. Employer Identification Number)
P. O. Box 1109, 414 East Third Street Muscatine, Iowa 52761-0071 (Address of principal executive offices)	52761-0071 (Zip Code)
Registrant's telephone number, including area code: 563/264-7400
Indicate by check mark whether the registrant (1) has filed all required reports 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
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.
Class Common Shares, $1 Par Value	Outstanding at October 2, 2004 56,175,183

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HNI Corporation and SUBSIDIARIES
INDEX
PART I.    FINANCIAL INFORMATION
	Page
Item 1.    Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets October 2, 2004, and January 3, 2004	3-4
Condensed Consolidated Statements of Income Three Months Ended October 2, 2004, and October 4, 2003	5
Condensed Consolidated Statements of Income Nine Months Ended October 2, 2004, and October 4, 2003	6
Condensed Consolidated Statements of Cash Flows Nine Months Ended October 2, 2004, and October 4, 2003	7
Notes to Condensed Consolidated Financial Statements	8-17
Item 2.    Management's Discussion and Analysis of                Financial Condition and Results of Operations	18-23
Item 4.    Controls and Procedures	24
PART II.    OTHER INFORMATION
Item 2.     Changes in Securities and Use of Proceeds	25
Item 6.    Exhibits and Reports on Form 8-K	26
SIGNATURES	27
EXHIBIT INDEX	28

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PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements (Unaudited)

HNI Corporation and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
	Oct. 2, 2004 (Unaudited)	Jan. 3, 2004
ASSETS	(In thousands)
CURRENT ASSETS
Cash and cash equivalents   Short-term investments   Receivables   Inventories (Note C)   Deferred income taxes   Prepaid expenses and other current assets	$        2,678  6,710  265,489  81,651  14,959          14,803	$  138,982  65,208  181,459  49,830  14,329          12,314
Total Current Assets	386,290	462,122
PROPERTY, PLANT, AND EQUIPMENT, at cost
Land and land improvements   Buildings   Machinery and equipment   Construction in progress	24,938  232,119  507,952          13,723	23,065  211,005  495,901        9,865
Less accumulated depreciation	778,732       462,726	739,836    427,468
Net Property, Plant, and Equipment	316,006	312,368
GOODWILL	223,251	192,086
OTHER ASSETS	111,877	55,250
Total Assets	$  1,037,424	$ 1,021,826

See accompanying Notes to Condensed Consolidated Financial Statements.

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HNI Corporation and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
	Oct. 2, 2004 (Unaudited)	Jan. 3, 2004
LIABILITIES AND SHAREHOLDERS' EQUITY	(In thousands, except share and per share value data)
CURRENT LIABILITIES
Accounts payable and accrued expenses   Income taxes   Note payable and current maturities of long-term     debt   Current maturities of other long-term obligations	$ 243,467 21,253 642          5,238	$  211,236  5,958  26,658        1,964
Total Current Liabilities	270,600	245,816
LONG-TERM DEBT	2,689	2,690
CAPITAL LEASE OBLIGATIONS	1,161	1,436
OTHER LONG-TERM LIABILITIES	33,362	24,262
DEFERRED INCOME TAXES	43,052	37,733
SHAREHOLDERS' EQUITY
Capital Stock:   Preferred, $1 par value, authorized   2,000,000 shares, no shares outstanding	-	-
Common, $1 par value, authorized   200,000,000 shares, outstanding -   2004 - 56,175,183 shares;   2003 - 58,238,519 shares	56,175	58,239
Paid-in capital   Retained earnings   Accumulated other comprehensive income	664 629,719                  2	10,324  641,732            (406)
Total Shareholders' Equity	686,560	709,889
Total Liabilities and Shareholders' Equity	$  1,037,424	$ 1,021,826

See accompanying Notes to Condensed Consolidated Financial Statements.

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HNI Corporation and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
	Three Months Ended
	Oct. 2, 2004	Oct. 4, 2003
	(In thousands, except share and per share data)
Net Sales Cost of products sold   Gross Profit Selling and administrative expenses   Restructuring and impairment charges   Operating Income Interest income Interest expense   Income Before Income Taxes Income taxes   Net Income	$  573,457       367,835 205,622 147,594              135 57,893 131              160 57,864         21,120 $  36,744	$  500,091      316,412 183,679 127,472          3,881 52,326 1,148             531 52,943        18,530 $   34,413
Net income per common share - basic	$0.65	$0.59
Average number of common shares outstanding - basic	56,191,547	58,043,055
Net income per common share - diluted	$0.65	$0.59
Average number of common shares outstanding - diluted	56,635,074	58,447,954
Cash dividends per common share	$0.14	$0.13

See accompanying Notes to Condensed Consolidated Financial Statements.

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HNI Corporation and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Nine Months Ended
	Oct. 2, 2004	Oct. 4, 2003
	(In thousands, except share and per share data)
Net Sales	$ 1,546,099	$  1,298,855
Cost of products sold	987,094	829,620
Gross Profit	559,005	469,235
Selling and administrative expenses	424,753	354,877
Restructuring and impairment charges	870	6,146
Operating Income	133,382	108,212
Interest income	1,180	2,532
Interest expense	734	2,329
Income Before Income Taxes	133,828	108,415
Income taxes	48,847	37,945
Net Income	$84,981	$  70,470
Net income per common share - basic	$1.48	$1.21
Average number of common shares outstanding - basic	57,458,319	58,164,638
Net income per common share - diluted	$1.47	$1.21
Average number of common shares outstanding - diluted	57,893,214	58,470,659
Cash dividends per common share	$0.42	$0.39

See accompanying Notes to Condensed Consolidated Financial Statements.

HNI Corporation and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	Nine Months Ended
	Oct. 2, 2004	Oct. 4, 2003
	(In thousands)
Net Cash Flows From (To) Operating Activities:   Net income   Noncash items included in net income:     Depreciation and amortization     Other post-retirement and post-employment        benefits     Deferred income taxes     Loss on sales, retirements and impairments of        property, plant and equipment     Stock issued to retirement plan     Other - net Net increase (decrease) in non-cash operating        assets and liabilities Increase (decrease) in other liabilities   Net cash flows from (to) operating activities	$    84,981                    49,614                      1,406                         885                      1,412                      5,990                      1,588                   (41,965)                      6,168                     110,079	$   70,470                   56,394       1,670   (1,119)                    3,951                    4,678                       434                 (45,110)                    3,310                  94,678
Net Cash Flows From (To) Investing Activities:   Capital expenditures   Proceeds from sale of property, plant and       equipment   Capitalized software   Acquisition spending   Additional purchase consideration   Short-term investments - net   Long-term investments - net  Other - net       Net cash flows from (to) investing activities	(21,066)                        465                    (3,324)                (131,931)                            -                    58,497                   (6,416)                      (350)               (104,125)	(29,554)                   1,597                   (2,570)                          -                    (5,710)                (78,643)                   5,545                           -               (109,335)
Net Cash Flows From (To) Financing Activities:   Purchase of HNI Corporation common stock   Proceeds from long-term debt   Payments of note and long-term debt   Proceeds from sales of HNI Corporation      common stock   Dividends paid     Net cash flows from (to) financing activities	(97,664)                           -                     (26,593)                     6,262                   (24,263)                (142,258)	(21,512)  761                (18,825)                   11,441                (22,728)                 (50,863)
Net increase (decrease) in cash and   cash equivalents Cash and cash equivalents at beginning of period	(136,304)       138,982	(65,520)    139,165
Cash and cash equivalents at end of period	$      2,678	$   73,645

See accompanying Notes to Condensed Consolidated Financial Statements.

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HNI Corporation and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
October 2, 2004

Note A.  Basis of Presentation

The Company changed its name, with the approval of its shareholders, from HON INDUSTRIES Inc. to HNI Corporation effective May 5, 2004.  The Company believes that changing its name will allow it to accomplish three important goals as it moves forward with its strategy of managing multiple distinct and independent brands:  1) create a corporate identity that clearly represents who it is today - the parent company for many of the leading brand name companies in the office furniture and hearth markets; 2) establish a corporate brand that better reflects the Corporation's strategic growth program - - product line extensions, market expansion, and strategic acquisitions; and 3) eliminate the confusion in the marketplace, resulting from the use of "HON" in both the corporate name and in the name of its largest operating company, and clarify the ownership of our other operating companies and their relationship with The HON Company.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the nine-month period ended October 2, 2004 are not necessarily indicative of the results that may be expected for the year ending January 1, 2005.  For further information, refer to the consolidated financial statements and footnotes included in the Company's annual report on Form 10-K for the year ended January 3, 2004.

Note B. Summary of Significant Accounting Policies

Investments - The Company made an investment at the end of the second quarter of 2004 which is excluded from the scope of  SFAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities" due to the fact that the investment's per unit value in a Master Fund is not readily available.    Therefore this investment is recorded at cost.  The weighted average cost method is used to determine realized gains and losses on the trade date.

Stock based compensation - The Company accounts for its stock option plan using Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," which results in no charge to earnings when options are issued at fair market value.  The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," to stock-based employee compensation.

	Three Months Ended		Nine Months Ended
(In thousands except per share data)	Oct. 2, 2004	Oct. 4, 2003	Oct. 2, 2004	Oct. 4,  2003
Net income, as reported	$  36,744	$   34,413	$  84,981	$  70,470
Deduct: Total stock-based employee   compensation expense determined   under fair value based method for   all awards, net of related tax effects	(827)	(794)	(2,183)	(2,315)
Pro forma net income	$    35,917	$  33,619	$  82,798	$  68,155
Earnings per share:   Basic - as reported   Basic - pro forma   Diluted - as reported   Diluted - pro forma	$0.65 0.64 0.65 0.63	$0.59 $0.58 $0.59 $0.58	$1.48 1.44 1.47 1.43	$1.21 $1.17 $1.21 $1.17

Note C.  Inventories

The Company values approximately 78% of its inventory at the lower of cost or market by the last-in, first-out (LIFO) method.

(In thousands)	Oct. 2, 2004 (Unaudited)	Jan. 3, 2004
Finished products	$  55,848	$     31,407
Materials and work in process	39,008	28,287
LIFO allowance	(13,205)	(9,864)
	$  81,651	$     49,830

Note D.  Comprehensive Income and Shareholders' Equity

The Company's comprehensive income for the first nine months of 2004 was $408,000 and consisted of changes in unrealized holding gains or losses on equity securities available-for-sale under SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities".

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Note E.  Earnings Per Share

The following table reconciles the numerators and denominators used in the calculation of basic and diluted earnings per share (EPS):

		Three Months Ended		Nine Months Ended
		Oct. 2, 2004	Oct. 4, 2003	Oct. 2, 2004	Oct. 4, 2003
Numerators: Numerator for both    basic and diluted EPS    net income (in thousands)		$ 36,744	$ 34,413	$84,981	$70,470
Denominators: Denominator for basic EPS    weighted-average common    shares outstanding		56,191,547	58,043,055	57,458,319	58,164,638
Potentially dilutive shares    from stock option plans		443,527	404,899	434,895	306,021
Denominator for diluted EPS		56,635,074	58,447,954	57,893,214	58,470,659
Earnings per share - basic		$0.65	$0.59	$1.48	$1.21
Earnings per share - diluted		$0.65	$0.59	$1.47	$1.21

Certain exercisable and non-exercisable stock options were not included in the computation of diluted EPS at October 2, 2004 and October 4, 2003, because the option prices were greater than the average market prices for the applicable periods.  The number of stock options outstanding, which met this criterion for both the three and nine months ended October 2, 2004, was 20,000 with a range of per share exercise prices of $42.49 - $42.98.  The number of stock options outstanding, which met this criterion for the three and nine months ended October 4, 2003, was zero and 30,000 with a range of per share exercise prices of $32.22 - $32.93, respectively.

Note F. Restructuring Reserve

During 2003 the Company closed two office furniture facilities located in Milan, Tennessee and Hazleton, Pennsylvania and consolidated production into other U.S. manufacturing locations.  In connection with those shutdowns, the Company incurred $0.1 million of current period charges during the quarter ended October 2, 2004.  The Company reduced a previously recorded restructuring reserve for the shutdown of its Milan, Tennessee facility by approximately $0.3 million during the second quarter 2004.  The reduction was due to the fact that the Company was able to exit a lease with the lessor at more favorable terms than previously estimated.  The following is a summary of changes in restructuring accruals during the third quarter of 2004:

(In thousands)	Severance	Facility Exit Costs & Other	Total
Accrual balance, July 3, 2004	$     93	$       -	$     93
Restructuring charges	-	166	166
Restructuring credit	(31)	-	(31)
Cash payments	(14)	(166)	(180)
Accrual balance, October 2, 2004	$     48	$       -	$    48

Note G.  Business Combinations

On January 5, 2004, the Company acquired certain assets of Paoli, Inc., a subsidiary of Klaussner Furniture Industries, Inc.  The results of Paoli's operations have been included in the consolidated financial statements since that date.  Paoli is a leading provider of wood case goods and seating with well-known brands, broad product offering, and strong independent representative sales and dealer networks. 

The aggregate purchase price was $81.1 million and was paid in cash.  The Company has completed the allocation of the purchase price.  The following table summarizes (in thousands) the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.

            Current assets                                      $ 27,304
            Property, plant and equipment                 26,455
            Intangible assets                                      26,330
            Goodwill                                                   9,188
              Total assets acquired                             89,277
            Current liabilities                                        8,147
              Net assets acquired                            $ 81,130

Of the $26.3 million of acquired intangible assets, $18.3 million was assigned to registered trademarks that are not subject to amortization.  The remaining $8.0 million of acquired intangible assets have a weighted-average useful life of approximately 15 years with amortization recorded based on the projected cash flow associated with the respective intangible assets existing relationships.  The intangible assets that make up that amount include customer relationships of $5.4 million (19-year weighted-average useful life), patents and proprietary technology of $2.4 million (8-year weighted-average useful life), and other assets of $0.2 million (3-year weighted-average useful life).

The $9.2 million of goodwill was assigned to the office furniture segment and is all deductible for income tax purposes.

Assuming the acquisition of Paoli Inc. had occurred on December 29, 2002, the beginning of the Company's 2003 fiscal year, instead of the actual date reported above, the Company's pro forma consolidated net sales would have been $523 million for the third quarter of 2003 and $1.4 billion for the nine months ended October 4, 2003.  Pro forma consolidated net income for third quarter 2003 and for the nine months ended October 4, 2003 would have been $35.1 million or $0.60 per diluted share and $74.0 million or $1.27 per diluted share, respectively.

The Company also completed the acquisition of Hearth and Home Distributors of Delaware, Inc., a small hearth distributor, on January 5, 2004 for a purchase price of $4.5 million, which was paid in cash.  The Company has completed the allocation of the purchase price.  The following table summarizes (in thousands) the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. 

            Current assets                                       $   526
            Property, plant and equipment                      91
            Intangible assets                                      2,554
            Goodwill                                                 1,330
              Total assets acquired                             4,501
            Current liabilities                                             1         
              Net assets acquired                             $4,500

The intangible assets primarily are customer relationships and have an estimated useful life of 10 years.  The $1.3 million of goodwill was assigned to the hearth products segment and is all deductible for income tax purposes. 

On July 6, 2004, the Company acquired a controlling interest in Omni Remanufacturing, Inc.  The results of Omni's operations have been included in the consolidated financial statements since that date.  Omni is comprised of two division - IntraSpec Solutions, a panel systems re-manufacturer, and A&M Business Interior Services, an office furniture services company. 

The Company acquired 80% of the common stock and the ability to call the remaining 20% of the shares on or after the fiscal year end 2009.  The Company must exercise its Call on or before the end of fiscal year end 2014.  SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" requires a mandatorily redeemable financial instrument to be classified as a liability unless the redemption is required to occur only upon the liquidation or termination of the reporting entity.  It also requires that mandatorily redeemable financial instruments be measured at fair value.  Therefore the Company has recorded a liability for the remaining 20% of the shares at fair value.

The aggregate purchase price of the 80% interest net of cash acquired was $18.6 million and was paid in cash.  The Company is in the process of finalizing the allocation of the purchase price.  Any modification is not expected to be significant.  The following table summarizes (in thousands) the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.

            Current assets, other than cash                      $  5,414                                      
            Property, plant and equipment                           1,881
            Other assets                                                             8
            Intangible assets                                              12,680
            Goodwill                                                         11,567
               Total assets acquired                                    31,550
            Current liabilities                                                4,492
            Deferred tax liability                                           3,636  
            Liability for right to call remaining 20%               4,800
              Net assets acquired                                    $ 18,622

Of the $12.7 million of acquired intangible assets, $2.8 million was assigned to registered trademarks that are not subject to amortization.  The remaining $9.9 million of acquired intangible assets have a weighted-average useful life of approximately 9 years with amortization recorded based on the projected cash flow associated with the respective intangible assets existing relationships.  The intangible assets that make up that amount include customer relationships of $6.9 million (10-year weighted-average useful life), computer software of $1.6 million (7-year weighted-average useful life), and other assets of $1.4 million (6-year weighted-average useful life). 

The $11.6 million of goodwill was assigned to the office furniture segment and is not deductible for income tax purposes.

On July 19, 2004, the Company completed the acquisitions of Edward George Company, a distributor of fireplaces, stone products, barbecues, and other building materials throughout Illinois, Indiana, and Kentucky; and an affiliate, Wisconsin Fireplace Systems with locations in Wisconsin for a purchase price of $27.7 million, which was paid in cash.  The Company is in the process of finalizing the allocation of the purchase price.  Any modification is not expected to be significant.  The following table summarizes (in thousands) the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.

            Current assets, other than cash            $ 12,534
            Property, plant and equipment                     831
            Intangible assets                                       9,270
            Goodwill                                                  9,079
               Total assets acquired                           31,714
            Current liabilities                                       4,036
               Net assets acquired                          $ 27,678  

The acquired intangible assets of $9.3 million have a weighted-average useful life of approximately 13 years with amortization recorded based on the projected cash flow associated with the respective intangible assets existing relationships.  The intangible assets that make up that amount include customer relationships of $8.8 million (14-year weighted-average useful life) and other assets of $0.5 million (2-year weighted-average useful life).

The $9.1 million of goodwill was assigned to the hearth products segment and is deductible for income tax purposes.

Note H. Goodwill and Other Intangible Assets

The following table summarizes amortizable definite-lived intangible assets as of October 2, 2004 and January 3, 2004, which are reflected in Other Assets in the Company's condensed consolidated balance sheets:

(In thousands)	Oct. 2, 2004	Jan. 3, 2004
Patents	$   18,820	$   16,450
Customer relationships and other	51,840	26,076
Less:  accumulated amortization	(19,828)	(16,671)
	$   50,832	$   25,855

Aggregate amortization expense for the three and nine months ended October 2, 2004 and October 4, 2003 was $1.2 million and $3.2 million, and $0.7 million and $2.0 million, respectively.  Amortization expense is estimated to range between $3.6 and $5.7 million per year over the next five years.

The Company also owns trademarks with a net carrying amount of $29.2 million and $8.1 million as of October 2, 2004 and January 3, 2004, respectively.  The trademarks are deemed to have indefinite useful lives because they are expected to generate cash flows indefinitely.

The changes in the carrying amount of goodwill since January 3, 2004, are as follows by reporting segment:

(In thousands)	Office Furniture	Hearth Products	Total
Balance as of January 3, 2004	$43,611	$148,475	$192,086
Goodwill acquired during period	20,755	10,410	31,165
Balance as of October 2, 2004	$ 64,366	$ 158,885	$ 223,251

In accordance with SFAS No. 142 "Goodwill and Other Intangible Assets", the Company evaluates its goodwill for impairment on an annual basis based on values at the end of third quarter or whenever indicators of impairment exist.  The Company has evaluated its goodwill for impairment and has determined that the fair value of the reporting unit exceeds their carrying value so no impairment of goodwill was recognized.  The increase in goodwill of $31.2 million relates to the acquisitions completed during the first and third quarters.  See Business Combination footnote for further information. 

Note I.  Product Warranties

The Company issues certain warranty policies on its furniture and hearth products that provide for repair or replacement of any covered product or component that fails during normal use because of a defect in design, or workmanship.

A warranty reserve is determined by recording a specific reserve for known warranty issues and an additional reserve for unknown claims that are expected to be incurred based on historical claims experience.  Actual claims incurred could differ from the original estimates, requiring adjustments to the reserve.  Activity associated with warranty obligations was as follows during the period:

                                                                                       Nine Months Ended

(In thousands)	Oct. 2, 2004	Oct. 4,     2003
Balance at beginning of period Accrual assumed from acquisition Accruals for warranties issued during the period Accrual related to pre-existing warranties Settlements made during the period	$  8,926          688       7,959          753      (7,947)	$   8,405          -       5,928          109   (6,017)
Balance at end of period	$  10,379	$   8,425

Note J.  Postretirement Health Care

In accordance with the interim disclosure requirements of revised SFAS No. 132, "Employers' Disclosures about Pensions and other Postretirement Benefits," the following table sets forth the components of net periodic benefit cost included in the Company's income statement for:

	Nine Months Ended
(In thousands)	Oct. 2, 2004	Oct. 4, 2003
Service cost	$      213	$    187
Interest cost	799	829
Expected return on plan assets	(218)	-
Amortization of transition obligation	436	436
Amortization of prior service cost	173	173
Net periodic benefit cost	$    1,403	$1,625

           

Note K.  Commitments and Contingencies

During the second quarter ended June 28, 2003, the Company entered into a one-year financial agreement for the benefit of one of its distributor chain partners, which has been extended.  The maximum financial exposure assumed by the Company as a result of this arrangement is currently $2.6 million of which over 89% is secured by collateral.  In accordance with the provisions of FIN 45, the Company has recorded the fair value of this guarantee, which is estimated to be less than $0.1 million.

The Company utilizes letters of credit in the amount of $19.5 million to back certain financing instruments, insurance policies and payment obligations.  The letters of credit reflect fair value as a condition of their underlying purpose and are subject to fees competitively determined.

The Company is contingently liable for future minimum payments totaling $6.1 million under a transportation service contract.  The transportation agreement is for a three-year period and is automatically renewable for periods of one year unless either party gives sixty days written notice of its intent to terminate at the end of the original three-year term or any subsequent term.  The minimum payments remaining are $1.2 million in 2004, and $4.9 million in 2005.

The Company has guaranteed a contractual lease obligation of an independent contract furniture dealership.  The lease term expires in the fourth quarter of 2004.  As of October 2, 2004, the remaining unpaid lease payments subject to this guarantee totaled approximately $12,000.  In accordance with the provisions of FIN 45 no liability has been recorded, as the Company entered into this agreement prior to December 31, 2002.

The Company has contingent liabilities, which have arisen in the course of its business, including pending litigation, preferential payment claims in customer bankruptcies, environmental remediation, taxes, and other claims.  The Company currently has a claim for approximately $7.6 million pending against it arising out of the bankruptcy of a customer filed in 2001.  The Company was named a critical vendor by the bankruptcy court and, accordingly, was paid in full for all outstanding receivables.  The claim alleges that the Company received preferential payments from the customer during the ninety days before the customer filed for bankruptcy protection.  The claim was brought in February 2003.  The Company has recorded an accrual with respect to this contingency, in an amount substantially less than the full amount of the claim, which represents the best estimate within the range of likely exposure and intends to vigorously defend against the claim. Given the nature of this claim, it is possible that the ultimate outcome could differ from the recorded amount.

Note L. New Accounting Standards

In December 2003, the Financial Accounting Standards Board issued Interpretation 46R (FIN 46R), a revision to Interpretation 46 (FIN 46), "Consolidation of Variable Interest Entities."  FIN 46R clarifies some of the provisions of FIN 46 and exempts certain entities from its requirements.  FIN 46R was effective at the end of the first interim period ending after March 15, 2004.  The Company adopted FIN 46R on April 3, 2004, and it did not have an impact on the Company's financial statements.

In May 2004, the FASB issued FASB Staff Position No. 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003" ("FSP 106-2"). FSP 106-2 is effective for the first interim or annual period beginning after June 15, 2004.  The Company adopted FSP 106-2 on July 4, 2004.  The Company has determined that the benefits provided by the plan are not actuarially equivalent to the Medicare Part D benefit under the Act based on percentage of the cost of the plan that the Company provides.  Therefore, the adoption of FSP 106-2 did not have an impact on the Company's financial statements during the current period.  The Company will continue to monitor the effect as regulations evolve regarding actuarial equivalency.

Note M.  Business Segment Information

Management views the Company as being in two business segments: office furniture and hearth products with the former being the principal business segment.

The office furniture segment manufactures and markets a broad line of metal and wood commercial and home office furniture which includes file cabinets, desks, credenzas, chairs, storage cabinets, tables, bookcases, freestanding office partitions and panel systems, and other related products.  The hearth product segment manufactures and markets a broad line of manufactured gas-, pellet- and wood-burning fireplaces and stoves, fireplace inserts, and chimney systems principally for the home.

For purposes of segment reporting, intercompany sales transfers between segments are not material and operating profit is income before income taxes exclusive of certain unallocated corporate expenses.  These unallocated corporate expenses include the net cost of the Company's corporate operations, interest income, and interest expense.  The increase in unallocated corporate expenses compared to prior year is due to costs and investment in corporate resources related to the Company's strategy and growth initiatives.  Management views interest income and expense as corporate financing costs and not as a business segment cost.  In addition, management applies one effective tax rate to its consolidated income before income taxes so income taxes are not reported or viewed internally on a segment basis.

No geographic information for revenues from external customers or for long-lived assets is disclosed as the Company's primary market and capital investments are concentrated in the United States.

 
Reportable segment data reconciled to the consolidated financial statements for the three and nine month periods ended October 2, 2004, and October 4, 2003, is as follows:

	Three Months Ended		Nine Months Ended
(In thousands)	Oct. 2, 2004	Oct. 4, 2003		Oct. 2, 2004		Oct. 4, 2003
Net Sales:   Office furniture   Hearth products	$      435,696          137,761	$  378,356       121,735		$ 1,170,045       376,054		$   977,182         321,673
	$     573,457	$  500,091		$1,546,099		$ 1,298,855
Operating Profit:   Office furniture     Operations before restructuring charges    Restructuring and impairment charges        Office Furniture - net   Hearth products     Total operating profit   Unallocated corporate expense     Income before income taxes	$    48,130              (135)          47,995          17,499        65,494           (7,630)  $   57,864	$    49,123          (3,881)         45,242         17,452         62,694          (9,751)  $   52,943		$  117,713           (870)      116,843        43,702      160,545      (26,717)   $ 133,828		$   103,897         (6,146)        97,751          33,820        131,571        (23,156)     $   108,415
Depreciation & Amortization Expense:   Office furniture   Hearth products   General corporate	$    11,701              3,588                 861       $   16,150	$   17,978         3,309         1,378  $   22,665		$   34,543        11,219          3,852  $   49,614		$    42,465  10,266          3,663  $    56,394
Capital Expenditures (including capitalized software):   Office furniture   Hearth products   General corporate	$      4,572 3,421           628 $      8,621	$      4,555           1,629            1,587  $      7,771		$   12,111         9,964         2,315  $   24,390		$    14,481          11,303            6,340  $    32,124
				As of Oct. 2, 2004		As of Oct. 4,  2003
Identifiable Assets:   Office furniture   Hearth products   General corporate				$   570,725 363,580      103,119 $1,037,424		$   478,299 316,508      230,606 $1,025,413

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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
             Operations

 

Overview

The Company has two reportable core operating segments: office furniture and hearth products.  The Company is the second largest office furniture manufacturer in the United States and the nation's leading manufacturer and marketer of gas- and wood-burning fireplaces.

During the third quarter, the Company continued to experience strong growth in both its office furniture and hearth products segment.  In July 2004 the Company completed the acquisition of Omni Remanufacturing, Inc., a panel systems re-manufacturer and office furniture services company and Edward George Company, a distributor of fireplaces and other building materials.  Sales from the Company's acquisition of Paoli, Inc. in January 2004, along with the acquisitions completed during third quarter 2004, accounted for approximately $40 million of third quarter sales.  The Company also benefited from increases in price of approximately $14 million during third quarter.

The Company's net income increased to $36.7 million for third quarter 2004 compared to $34.4 million for the same period last year.  Net income per share was $0.65 per diluted share compared to $0.59 per diluted share in the third quarter of 2003, an increase of 10.2 percent.  The third quarter 2003 represented a 14-week period rather than the normal 13-week period as a result of the Company's 52/53-week fiscal year.  Net income per share was positively impacted by the Company's share repurchase program.

The Company experienced increased steel costs of approximately $22 million and other material costs of approximately $4 million during the third quarter, which more than offset productivity improvements and other cost reductions from the Company's rapid continuous improvement initiatives, benefit of the price increases and leveraging of fixed costs over higher volume.

Critical Accounting Policies

The preparation of the financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  We continually evaluate our accounting policies and estimates.  We base our estimates on historical experience and on a variety of other assumptions believed to be reasonable in order to make judgments about the carrying value of assets and liabilities.  Actual results may differ from these estimates under different assumptions or conditions.  A summary of the more significant accounting policies that require the use of estimates and judgments in preparing the financial statements is provided in the Company's 10-K report for the year ended January 3, 2004.  During the first nine months of fiscal 2004, there was no material change in the accounting estimates and assumptions previously disclosed.

Results of Operations

The following table presents changes in the results of operations for the periods indicated.

	Three Months Ended		Nine Months Ended
(In thousands)	Oct. 2, 2004 & Oct. 4, 2003		Oct. 2 2004 & Oct. 4, 2003
Net Sales	$  73,366	14.7%	$  247,244	19.0 %
Cost of products sold	51,423	16.3	157,474	19.0
Selling & administrative expenses	20,122	15.8	69,876	19.7
Restructuring & impairment charges	(3,746)	(96.5)	(5,276)	(85.8)
Interest Income	(1,017)	(88.6)	(1,352)	(53.4)
Interest Expense	(371)	(69.9)	(1,595)	(68.5)
Income Taxes	2,590	14.0	10,902	28.7
Net Income	2,331	6.8	14,511	20.6

Net sales for the third quarter increased 14.7 percent to $573.5 million, compared to $500.1 million for the same quarter last year.  The third quarter 2003 represented a 14-week period rather than the normal 13-week period as a result of the Company's 52/53-week fiscal year.  Excluding the extra week in third quarter 2003 net sales, on a comparative basis, increased approximately 23.5 percent.  In July 2004 the Company completed the acquisition of Omni Remanufacturing, Inc., a panel systems re-manufacturer and office furniture services company and Edward George Company, a distributor of fireplaces and other building materials.  Sales from the Company's acquisition of Paoli, Inc. in January 2004, along with the acquisitions completed during third quarter 2004, accounted for approximately $40 million of third quarter sales.  The Company also benefited from increases in price of approximately $14 million during third quarter.

Gross margins for the third quarter were 35.9 percent compared to 36.7 percent for the same quarter last year.  While the Company continued to experience productivity improvements and other cost reductions from its rapid continuous improvement initiatives, the impact of approximately $22 million in increased steel costs and $4 million of other material costs, more than offset the benefit of price increases and leveraging of fixed costs over higher volumes.  The increased steel and material costs, net of price increases, reduced gross margins approximately 2.0 percentage points for the quarter.  Included in gross margin for the third quarter 2003 was $5.1 million of accelerated depreciation of machinery and equipment related to the shutdown of two facilities reducing margins by 1.0 percentage points.

Total selling and administrative expenses, excluding restructuring charges, for the quarter were 25.7 percent of net sales compared to 25.5 percent for the same quarter last year.  Included in third quarter 2004 were incremental investments of approximately $3 million in brand building and selling initiatives, increased freight and distribution costs of $5 million due to volume, rate increases and fuel surcharges, and additional selling and administrative costs of $11 million associated with the new acquisitions.

During the third quarter of 2003, the Company closed two office furniture facilities and consolidated production into other U.S. manufacturing locations to increase efficiencies, streamline processes, and reduce overhead costs.  The two facilities were located in Hazleton, Pennsylvania, and Milan, Tennessee.  In connection with those shutdowns, the Company incurred $0.1 million of net restructuring charges during the third quarter of 2004 and $3.9 million of restructuring charges during the same quarter last year.

The Company's annual effective tax rate for 2004 increased to 36.5 percent during second quarter 2004 and remained at that level for the third quarter compared to 35.0 percent for 2003.  The increase in the effective tax rate was due to increased state taxes and a reduced benefit from federal and state tax credits.  Effective October 4, 2004, as part of the Working Families Tax Relief Act of 2004, the research tax credit that expired on June 30, 2004 was reinstated.  The Company does not anticipate that this will have a material impact.  The Company currently expects the effective tax rate to remain at 36.5 percent in 2004.

Net income was $36.7 million compared to $34.4 million in the same period in 2003, an increase of 6.8 percent.  Net income per share was $0.65 per diluted share compared to $0.59 per diluted share in third quarter 2003, an increase of 10.2 percent.  Net income per share was positively impacted $0.02 by the Company's share repurchase program.

For the first nine months of 2004, consolidated net sales increased 19.0 percent to $1.5 billion compared to $1.3 billion in 2003.  Sales from the Company's acquisitions during 2004 accounted for approximately $91 million of the sales increase.  Approximately $16 million was due to price increases.  Gross margins year-to-date increased to 36.2 percent compared to 36.1 percent last year.  Included in 2004 gross margins is approximately $36 million of increased steel costs and $7 million of additional other material costs.  Included in 2003 gross margins was $6.7 million of accelerated depreciation related to facility shutdowns, which reduced margins 0.5 percentage points.  Net income was $85.0 million or $1.47 per diluted share compared to $70.5 million or $1.21 per diluted share in 2003, an increase of 21.5 percent.

Office Furniture

For the quarter, net sales for the office furniture segment increased 15.2 percent to $435.7 million from $378.4 million for the same quarter last year. Adjusting for the extra week in third quarter 2003, net sales, on a comparative basis, increased approximately 24 percent. Sales from the Company's acquisition of Paoli and Omni Remanufacturing accounted for approximately $32 million of the increase while approximately $9.5 million was due to price increases. Operating profit prior to unallocated corporate expenses increased to $48.0 million compared to $45.2 million in 2003. Operating profit as a percent of net sales decreased to 11.0 percent compared to 12.0 percent in 2003 due to higher steel, other material and freight costs. Included in third quarter 2003 results were $5.1 million of accelerated depreciation and $3.9 million of restructuring charges related to plant shutdowns.  Net sales on a year-to-date basis increased 19.7 percent to $1.2 billion compared to $1.0 billion in 2003. Operating profit as a percent of sales was flat at 10.0 percent for both years.

Hearth Products

For the quarter, net sales for the hearth products segment increased 13.2 percent to $137.8 million from $121.7 million for the same quarter last year. Adjusting for the extra week in third quarter 2003, net sales, on a comparative basis, increased approximately 22 percent. Sales from the Company's acquisition of Edward George Company accounted for approximately $7.8 million of the increase while approximately $4.4 million was due to price increases. Operating profit prior to unallocated corporate expenses remained flat at $17.5 million. Operating profit as a percent of sales decreased to 12.7 percent compared to 14.3 percent for the same quarter last year due to increased steel and freight costs and realization of lower margin on the initial of inventory at Edward George which was acquired during the third quarter. Net sales on a year-to-date basis increased 16.9 percent to $376.1 million compared to $321.7 million. Operating profit as a percent of sales increased to 11.6 percent compared to 10.5 percent in 2003. Improved profitability on a year-to-date basis is a result of leveraging fixed costs over a higher sales volume, a stronger mix of sales through owned distribution, and price increases partially offset by higher steel and freight costs.

Liquidity and Capital Resources

As of October 2, 2004, cash and short-term investments were $9.4 million compared to $204.2 million at year-end 2003.  Cash flow from operations for the first nine months increased to $110.1 million compared to $94.7 million last year due to improved operating results.  Trade receivables and inventory levels have increased from year-end due to the Company's acquisitions and increased volume.  Inventory turns have also been negatively impacted by an increase in foreign sourcing which will reduce the Company's overall costs.  Cash flow and working capital management continue to be a major focus of management to ensure the Company is poised for growth.  The Company has sufficient liquidity to manage its operations and maintains borrowing capacity of $136 million, less amounts for designated letters of credit through a revolving bank credit agreement.

Net capital expenditures, including capitalized software, for the first nine months of 2004 were $24.4 million versus $32.1 million in 2003 and were primarily for tooling and equipment for new products.  The first nine months of 2003 included funding for the purchase of a previously leased hearth products plant.  Cash from operations funded these investments.

The Company completed the acquisitions of Paoli Inc., Omni Remanufacturing Inc., Edward George Company, and a small hearth distributor for a total of $131.9 million during 2004.  The Company paid off $26.1 million of convertible debentures related to a previous hearth acquisition during the first quarter of 2004.  The Company has received approximately $6.3 million of proceeds from issuance of its stock due to the exercise of previously vested stock options and the Company's member stock ownership plan.

The Board of Directors declared a regular quarterly cash divided of $0.14 per share on its common stock on August 2, 2004, to shareholders of record at the close of business on August 12, 2004.  It was paid on September 1, 2004.

For the nine months ended October 2, 2004, the Company repurchased 2,469,800 shares of its common stock at a cost of approximately $97.7 million.  As of October 2, 2004, $43.6 million of the Board's current repurchase authorization remained unspent.

Commitments and Contingencies

During the second quarter ended June 28, 2003, the Company entered into a one-year financial agreement for the benefit of one of its distributor chain partners, which was extended.  The maximum financial exposure assumed by the Company as a result of this arrangement totals $2.6 million of which over 89% is secured by collateral.  In accordance with the provisions of FIN 45, the Company has recorded the fair value of this guarantee, which is estimated to be less than $0.1 million.

The Company utilizes letters of credit in the amount of $19.5 million to back certain financing instruments, insurance policies and payment obligations.  The letters of credit reflect fair value as a condition of their underlying purpose and are subject to fees competitively determined.

The Company is contingently liable for future minimum payments totaling $6.1 million under a transportation service contract.  The transportation agreement is for a three-year period and is automatically renewable for periods of one year unless either party gives sixty days written notice of its intent to terminate at the end of the original three-year term or any subsequent term.  The minimum payments remaining are $1.2 million in 2004, and $4.9 million in 2005.

The Company has guaranteed a contractual lease obligation of an independent contract furniture dealership.  The lease term expires in the fourth quarter of 2004.  As of October 2, 2004, the remaining unpaid lease payments subject to this guarantee totaled approximately $12,000.  In accordance with the provisions of FIN 45 no liability has been recorded, as the Company entered into this agreement prior to December 31, 2002.

The Company has contingent liabilities, which have arisen in the course of its business, including pending litigation, preferential payment claims in customer bankruptcies, environmental remediation, taxes, and other claims.  The Company currently has a claim for approximately $7.6 million pending against it arising out of the bankruptcy of a customer filed in 2001.  The Company was named a critical vendor by the bankruptcy court and, accordingly, was paid in full for all outstanding receivables.  The claim alleges that the Company received preferential payments from the customer during the ninety days before the customer filed for bankruptcy protection.  The claim was brought in February 2003.  The Company has recorded an accrual with respect to this contingency, in an amount substantially less than the full amount of the claim, which represents the best estimate within the range of likely exposure and intends to vigorously defend against the claim. Given the nature of this claim, it is possible that the ultimate outcome could differ from the recorded amount.

Looking Ahead

Management believes that moderate growth trends in the overall office furniture and hearth products markets will continue.  The Company's core businesses have been performing well but have been negatively impacted by increased steel costs and oil based material prices.  The Company continues to look at price increases driven by material costs, but due to the competitive environment and a timing lag of price effectivity, the Company anticipates it will continue to experience a lag between price increases and steel costs through the remainder of the year.

The Company continues its focus on creating long-term shareholder value by growing its businesses through aggressive investments in building brands, enhancing its strong member-owner culture and remaining focused on its rapid continuous improvement programs to build best total cost.    

Forward-Looking Statements

Statements in this report that are not strictly historical, including statements as to plans, objectives, and future financial performance, are "forward-looking" statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements involve known and unknown risks, which may cause the Company's actual results in the future to differ materially from expected results.  These risks include, among others: the Company's ability to realize financial benefits (a) from its price increases, (b) from its cost containment and business simplification initiatives, (c) from its investments in strategic acquisitions, new products and brand building, (d) from its investments in distribution and rapid continuous improvement and (e) from its repurchases of common stock; uncertainty related to the availability of cash to fund future growth; lower than expected demand for the Company's products due to uncertain political and economic conditions; lower industry growth than expected; uncertainty related to disruptions of business by terrorism or military action; competitive pricing pressure from foreign and domestic competitors; higher than expected costs and lower than expected supplies of materials (including steel and petroleum based materials); and other factors described in the Company's annual and quarterly reports filed with the Securities and Exchange Commission on Forms 10-K and 10-Q.

Item 4.  Controls and Procedures

Under the supervision and with the participation of management, the chief executive officer and chief financial officer of the Company have evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as of October 2, 2004, and, based on their evaluation, the chief executive officer and chief financial officer have concluded that these controls and procedures are effective.  There were no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.  Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.

Disclosure controls and procedures are also designed to ensure that information is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

PART II.     OTHER INFORMATION

Item 2.      Changes in Securities and Use of Proceeds

                 (E) Issuer Purchases of Equity Securities

                  The following is a summary of share repurchase activity during the third quarter ended October 2, 2004.

Period	(a) Total Number of  Shares (or Units) Purchased (1)	(b) Average price Paid per Share or Unit	(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or      Approximate Dollar      Value) of Shares (or    Units) that May Yet be       Purchased Under the         Plans or Programs
7/4/04 - 7/31/04	439,700	$41.01	439,700	$79,526,566.29
8/1/04 - 8/28/04	415,800	$39.03	415,800	$63,299,274.49
8/29/04- 10/2/04	490,000	$40.11	490,000	$43,643,848.41
Total	1,345,500	$40.07	1,345,500	$43,643,848.41

_{(1)       No shares were purchased outside of a publicly announced plan or program.}

The company repurchases shares under previously announced plans authorized by the Board of Directors as follows:

• Plan announced May 4, 2004, providing share repurchase authorization of $100,000,000 with no specified expiration date.

No repurchase plans expired or were terminated during the third quarter, nor do any plans exist under which the company does not intend to make further purchases.

Item 6.     Exhibits and Reports on Form 8-K

Exhibits. See Exhibit Index.

Reports on Form 8-K: The Company filed a periodic report on Form 8-K dated July 19, 2004, to furnish the Company's press release relating to the acquisition of Edward George Company and its affiliate Wisconsin Fireplace Systems. The Company filed a periodic report on Form 8-K dated July 22, 2004, to furnish the Company's earnings release for the second quarter ended July 3, 2004. The Company filed a periodic report on Form 8-K dated August 3, 2004, to furnish the Company's press releases announcing the election of Larry B. Porcellato and Miguel M. Calado as members of the Company's Board of Directors.

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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.
Dated:  November 5, 2004	HNI Corporation By:    /s/ Jerald K. Dittmer                                   Jerald K. Dittmer     Vice President and Chief Financial        Officer

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EXHIBIT INDEX
(3ii)	By-laws of the Registrant, as amended
(10xv)	HNI Corporation Long-Term Performance Plan of the Registrant, as amended and restated on August 2, 2004, effective as of January 1, 2004
(31.1)	Certification of the CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(31.2)	Certification of the CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32.1)	Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(99A)	Executive Bonus Plan of the Registrant as amended and restated on August 2, 2004, effective as of January 1, 2004

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Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER Sarbanes-Oxley Act Section 302
I, Stan A. Askren, President and Chief Executive Officer of HNI Corporation, certify that: 1.  I have reviewed this quarterly report on Form 10-Q of HNI Corporation; 2.  Based on my knowledge, this quarterly 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 quarterly report; and 3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; and 4.  The registrant's other certifying officer 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 we 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 quarterly report is being prepared;     b.  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      c.  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 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 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 the registrant's board of directors:     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 controls over financial reporting.
Date:   November 5, 2004	/s/ Stan A. Askren
	Name:  Stan A. Askren Title:  President and              Chief Executive Officer

Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER Sarbanes-Oxley Act Section 302
I, Jerald K. Dittmer, Vice President and Chief Financial Officer of HNI Corporation, certify that: 1.  I have reviewed this quarterly report on Form 10-Q of HNI Corporation; 2.  Based on my knowledge, this quarterly 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 quarterly report; and 3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; and 4.  The registrant's other certifying officer 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 we 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 quarterly report is being prepared;     b.  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      c.  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 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 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 the registrant's board of directors:     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 controls over financial reporting.
Date:     November 5, 2004	/s/ Jerald K. Dittmer
	Name:  Jerald K. Dittmer Title:  Vice President and Chief Financial            Officer

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(EXHIBIT 32.1)

Certification of CEO and CFO 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 on Form 10-Q of HNI Corporation (the "Company") for the quarterly period ended October 2, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Stan A. Askren, as President and Chief Executive Officer of the Company, and Jerald K. Dittmer, as Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge: 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.
	/s/ Stan A. Askren
	Name: Stan A. Askren Title:  President and             Chief Executive Officer Date:  November 5, 2004
	/s/ Jerald K. Dittmer
	Name:  Jerald K. Dittmer Title:   Vice President and              Chief Financial Officer Date:  November 5, 2004
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.