EXHIBIT 4.4


                          AMENDMENT TO RIGHTS AGREEMENT


         THIS AMENDMENT TO RIGHTS AGREEMENT is made as of March 29, 2000, by and
between PULASKI FURNITURE  CORPORATION,  a Virginia corporation (the "Company"),
and FIRST UNION  NATIONAL  BANK,  a national  banking  corporation  (the "Rights
Agent").

                              W I T N E S S E T H :
                              --------------------

         WHEREAS,  that certain Amended and Restated Rights Agreement,  dated as
of December 15, 1997,  was entered into between the Company and the Rights Agent
(the "Original Rights Agreement")  relating to the distribution of a dividend of
certain rights to the holders of shares of common stock of the Company; and

         WHEREAS,  Section  27 of the  Original  Rights  Agreement  permits  the
Company (and, upon the direction of the Company,  requires the Rights Agent), at
any time  before  the  Distribution  Date (as  defined  in the  Original  Rights
Agreement)  to  supplement  or amend the  Original  Rights  Agreement in certain
respects, and, in accordance with such Section, the Company desires to amend the
Rights Agreement as set forth herein and hereby directs the Rights Agent to join
in the execution hereof;

         NOW, THEREFORE,  in consideration of the premises,  the mutual promises
and agreements contained herein, and other good and valuable consideration,  the
receipt and adequacy of which are hereby acknowledges,  the parties hereby agree
as follows:

         Section 1.  Definitions.  All  capitalized  terms used herein and not
otherwise  defined  shall have the meanings  assigned to them in the Original
Rights Agreement.

         Section 2.  Amendments.  The following new Section 35 shall be added:


          "35.  Exemption of Pine  Holdings,  Inc. and Pine  Acquisition
Corp. Offer and Merger: Notwithstanding anything to the contrary contained in
this Agreement: (i) the provisions of Section 3(a), 7(a), 11(a) (ii) and 13(a)
shall not apply with respect to any transaction undertaken by Pine Holdings,
Inc. ("Parent"), Pine Acquisition Corp. ("Acquiror") or any of their Affiliates
or Associates pursuant to the Agreement and Plan of Merger, dated March 29,
2000, by and among Parent, Acquiror and the Company (the "Merger Agreement"), or
any action taken by any Management Shareholder pursuant to the Voting Agreement
(as those terms are defined in the Merger Agreement); (ii) none of Parent,
Acquiror or any of their Affiliates or Associates or any Management Shareholder
shall be deemed to be an Acquiring Person as a result of any such transactions
or actions;
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and (iii) no Distribution Date, Stock Acquisition Date or Triggering Event shall
be deemed to have occurred as a result of any such transactions or actions."

         Section 3.  Confirmation.  Except as expressly  amended  hereby,  the
Original Rights  Agreement shall continue in full force and effect in accordance
with the provisions thereof.

         Section  4.  Governing  Law.  This  amendment  shall  be  governed  by
and construed in accordance with the laws of the Commonwealth of Virginia.

         Section 5.  Counterparts.  This Amendment may be executed in any number
of counterparts  and, if so executed,  each of such  counterparts  shall for all
purposes be deemed to be an original,  and all such counterparts  shall together
constitute one and the same instrument.

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed and delivered by their duly authorized  officers as of the day and year
first above written.

                                      PULASKI FURNITURE CORPORATION



                                      By:   /s/ Harry H. Warner
                                         --------------------------------
                                          Its:  Chairman of the Board


                                      FIRST UNION NATIONAL BANK



                                      By:     /s/ Frances Beam
                                          -------------------------------
                                          Its:

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