AMENDMENT NO. 1

THE STANLEY RETIREMENT PLAN


WHEREAS, Stanley Furniture Company (hereinafter referred to as the
"Corporation") established The Stanley Retirement Plan
(hereinafter referred to as the "Plan") amended and restated effective
January 1, 1989, as adopted on April 20, 1995; and

WHEREAS, the Corporation reserved the right in Article X of the Plan to amend
said Plan by action of its Board of Directors;
and,

WHEREAS, the Corporation now desires to amend the Plan in order to make
certain substantive, technical and administrative
changes therein and to cease benefit accruals effective December 31, 1995.

NOW, THEREFORE, the Plan is amended, effective December 31, 1995, in the
following respects:

1.Section 1.01 of Article I is amended by the addition of Section 1.01 (c) as
follows:

"Effective as of December 31, 1995, all Accrued Benefits under the Plan shall
cease.  Participants shall accrue no additional
            benefits under the Plan after such date."


2.Section 2.01 of Article II is amended by the addition of the following
paragraph at the conclusion thereof:

"Effective as of December 31, 1995, Employees, who are not Participants in
the Plan, shall not be eligible to participate in the
            Plan after such date."

3.Section 3.01 of Article III is amended by the addition of Section 3.01 (d)
as follows:

Cessation of Benefit Accruals - Notwithstanding the foregoing, effective as
of December 31, 1995, all Accrued Benefits under
            the Plan shall cease and participants shall accrue no additional
benefits under the Plan after such date."

4.Section 4.02 (c) of Article IV is amended by the addition of the following
paragraph at the conclusion thereof:

"Commencing January 1, 1996, a Participant who is eligible to retire pursuant
to Sections 3.01, 3.02, 3.03 or 3.04 may elect to
            receive his retirement benefit in the form of a lump sum.




IN WITNESS WHEREOF, the Corporation has caused this Amendment No. I to the
Plan to be executed by its President and
its corporate seal to be affixed by the Assistant Secretary, both duly
authorized, effective as indicated herein, but executed this
15th day of December, 1995.



Attest:  (SEAL)                                      STANLEY FURNITURE
COMPANY




                  By                                                        
 
 R. Gary Armbrister                    Albert L. Prillaman                  
 
 Assistant Secretary Treasurer            President, CEO and                
 
 Chairman of the Board             










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