Exhibit 3.7


                           CERTIFICATE OF AMENDMENT
                      OF THE CERTIFICATE OF INCORPORATION
                                      OF
                        STANLEY FURNITURE COMPANY, INC.


     Albert L. Prillaman and Douglas I. Payne certify that:

     1.   They are the President and Secretary, respectively, of
Stanley Furniture Company, Inc., a Delaware corporation.

     2.   Article FOURTH of the Certificate of Incorporation of the
Company is amended to add the following at the end thereof:

     "Effective on the date of the filing with the Secretary of
State of Delaware of a Certificate of Amendment to the Certificate
of Incorporation of the Company with respect hereto ("Effective
Date"), every two shares of the Company's Common Stock outstanding
immediately prior to such time shall be reclassified into one share
of Common Stock.  Stockholders who, as a result of the reverse
stock split, own a fraction of a whole share of Common Stock, shall
be entitled to receive from the Company in lieu of a fractional
share, cash in the amount equal to $4.25 upon the surrender of
certificates representing Common Shares owned prior to the
Effective Date."

     3.   Article SIXTH of the Certificate of Incorporation of the
Company is amended by deleting paragraph 1 thereof and replacing it
with the following:
     (1)  The number of directors of the Corporation shall be fixed
from time to time exclusively by the Board of Directors pursuant to
a resolution adopted by the Board of Directors.  Election of
directors need not be by ballot unless the by-laws so provide. 
Commencing with the 1994 Annual Meeting of Stockholders, the Board
of Directors shall be divided into three classes, denominated as
Class I, Class II and Class III, each as nearly equal in number to
the other two as possible.  At the 1994 Annual Meeting of
Stockholders, directors of Class I shall be elected to hold office
for a term expiring at the 1995 Annual Meeting of Stockholders;
directors of Class II shall be elected to hold office for a term
expiring at the 1996 Annual Meeting of Stockholders; and directors
of Class III shall be elected to hold office for a term expiring at
the 1997 Annual Meeting of Stockholders.  At each Annual Meeting of
Stockholders after 1994, the successors to the class of directors
whose terms shall then expire shall be identified as being of the
same class of directors they succeed and shall be elected to hold
office for a term expiring at the third succeeding Annual Meeting
of Stockholders.  When the number of directors is changed, any
newly-created directorships or any decrease in directorship shall
be so apportioned among the classes by the Board of Directors as to
make all classes as nearly equal in number as possible.  Directors
need not be stockholders.

     4.   The foregoing Certificate of Amendment of the Certificate
of Incorporation has been duly approved by the Board of Directors.

     5.   The foregoing Certificate of Amendment of the Certificate
of Incorporation has been duly approved by written consent of the
majority of stockholders of the Company and written notice of such
consent was given to non-consenting stockholders in accordance with
Section 228(c) of the General Corporation Law of the State of
Delaware, all in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.

     6.   The capital of the Company will not be reduced under, or
by reason of, the foregoing Amendments to the Certificate of
Incorporation of the Company.

     We further declare under penalty of perjury under the laws of
the State of Delaware that the matters set forth in the foregoing
Certificate are true and correct to our knowledge.  

     IN WITNESS WHEREOF, this Certificate of Amendment is executed
by Albert L. Prillaman, President and Douglas I. Payne, Secretary,
this 30th day of June, 1993.

                                     STANLEY FURNITURE COMPANY,INC.


                                     By:s/Albert L. Prillaman  
                                     Name:  Albert L. Prillaman
                                     Title: President



                                     By:s/Douglas I. Payne      
                                     Name:  Douglas I. Payne
                                     Title: Secretary