UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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[X] Definitive Proxy Statement

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[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

Stanley Furniture Company, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Stanley Furniture Company, Inc.
1641 Fairystone Park Highway
Stanleytown, Virginia 24168

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held April 24, 2002

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Stanley Furniture Company, Inc. (the "Company") will be held at the Company's
corporate headquarters, 1641 Fairystone Park Highway, Stanleytown, Virginia, on
Wednesday, April 24, 2002, at 11:00 A.M., for the following purposes:

(1) To elect two directors to serve a three-year term on the Company's
Board of Directors; and

(2) To transact such other business as may properly be brought before
the meeting or any adjournment thereof.

The stockholders of record of the Company's common stock at the close
of business on March 8, 2002 are entitled to notice of and to vote at this
Annual Meeting or any adjournment thereof.

Even if you plan to attend the meeting in person, we request that you
mark, date, sign and return your proxy in the enclosed self-addressed envelope
as soon as possible so that your shares may be certain of being represented and
voted at the meeting. Any proxy given by a stockholder may be revoked by that
stockholder at any time prior to the voting of the proxy.

By Order of the Board of Directors,

Douglas I. Payne
Secretary

March 18, 2002

Stanley Furniture Company, Inc.
1641 Fairystone Park Highway
Stanleytown, Virginia 24168

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
April 24, 2002

The enclosed proxy is solicited by and on behalf of the Board of
Directors of Stanley Furniture Company, Inc. (the "Company") for use at the
Annual Meeting of Stockholders to be held on Wednesday, April 24, 2002, at 11:00
A.M., at the Company's corporate headquarters, 1641 Fairystone Park Highway,
Stanleytown, Virginia, and any adjournment thereof. The matters to be considered
and acted upon at such meeting are described in the foregoing notice of the
meeting and this proxy statement. This proxy statement and the related form of
proxy are being mailed on or about March 18, 2002 to all holders of record of
the Company's common stock, $.02 par value (the "Common Stock") on March 8,
2002. Shares of the Common Stock represented in person or by proxy will be voted
as hereinafter described or as otherwise specified by the stockholder. Any proxy
given by a stockholder may be revoked by such stockholder at any time prior to
the voting of the proxy by delivering a written notice to the Secretary of the
Company, by executing and delivering a later-dated proxy or by attending the
meeting and voting in person.

The cost of preparing, assembling and mailing the proxy, this proxy
statement, and other material enclosed, and all clerical and other expenses of
solicitations will be borne by the Company. In addition to the solicitation of
proxies by use of the mails, directors, officers and employees of the Company
may solicit proxies by telephone, telegram or personal interview. The Company
also will request brokerage houses and other custodians, nominees and
fiduciaries to forward soliciting material to the beneficial owners of Common
Stock held of record by such parties and will reimburse such parties for their
expenses in forwarding soliciting material.

VOTING RIGHTS

On March 8, 2002, there were 6,710,425 shares of Common Stock
outstanding and entitled to vote.

ELECTION OF DIRECTORS

The Board of Directors of the Company presently consists of six
directors who are divided into three classes with staggered terms. The term of
Messrs. Robert G. Culp, III and T. Scott McIlhenny, Jr. expires at the time of
the 2002 Annual Meeting of Stockholders. The Company proposes the reelection of
Messrs. Culp and McIlhenny for a three-year term expiring at the time of the
2005 Annual Meeting.

The shares represented by proxies will be voted as specified by the
stockholder. If the stockholder does not specify his choice, the shares will be
voted in favor of the election of the nominees listed on the proxy card, except
that in the event such nominees should not continue to be available for
election, such proxies will be voted for the election of such other persons as
the Board of Directors may recommend. As of the date of this proxy statement,
the Board of Directors has no reason to believe that the nominees named below
will be unable or unwilling to serve.

Nominees for Election for Three-Year Term Ending 2005
- -----------------------------------------------------

Robert G. Culp, III, 55, has been a Director of the Company since July
1999. Mr. Culp has been Chief Executive Officer and Chairman of the Board of
Culp, Inc., a marketer of upholstery fabrics for furniture and mattress ticking
for bedding, since 1990.

T. Scott McIlhenny, Jr., 54, has been a Director of the Company since
April 1997. Mr. McIlhenny has been Chief Operating Officer of Northstar Travel
Media LLC, the former travel publishing division of Cahners Publishing Company,
since September 2001. Mr. McIlhenny was Group Vice President of Cahners Travel
Group, a publisher of materials for the hospitality and travel industries and a
division of Cahners Publishing Company ("Cahners", a subsidiary of Reed
Elsevier, Inc.), from December 1999 until September 2001. From January 1999 to
December 1999, Mr. McIlhenny was managing principal of Red Rock Terrace
Investment Partners; a position which he also held from 1995 to October 1996.
From October 1996 to January 1999, he was Executive Vice President of The
Village Companies of Chapel Hill, Inc., a media and communications company. From
1988 to 1995, Mr. McIlhenny served in various capacities with Cahners, including
Group Vice President and General Manager for Cahners Business Newspapers. From
1981 to 1988, Mr. McIlhenny served in various capacities with
Communications/Today, LTD. (acquired by Cahners in 1988), the publisher of
Furniture/Today, including Senior Vice President, Group Publisher.

Directors Whose Terms Do Not Expire this Year
- ---------------------------------------------

David V. Harkins, 61, has been a Director of the Company since
September 1988 and his present term will expire in 2003. Mr. Harkins is
President of Thomas H. Lee Partners, L.P. Mr. Harkins has been associated with
the Thomas H. Lee Company, a sole proprietorship engaged in acquiring or making
controlling investments in established operating companies, since 1975. Mr.
Harkins is a director and Chairman of the Board of National Dentex Corporation
and also a director of Conseco, Inc., Cott Corporation, Fisher Scientific
International Inc., Metris Companies Inc. and Syratech Corporation.

Albert L. Prillaman, 56, has been a Director of the Company since March
1986 and his present term will expire in 2003. Mr. Prillaman has been Chief
Executive Officer of the Company since December 1985 and Chairman of the Board
of Directors since September 1988. He also served as President from December
1985 until April 2001. Prior thereto, Mr. Prillaman had served as a Vice
President of the Company and President of the Stanley Furniture division of the
Company's predecessor since 1983, and in various executive and other capacities
with the Stanley Furniture division of the predecessors of the Company since
1969. Mr. Prillaman is a director of American Woodmark Corporation.

Edward J. Mack, 86, has been a Director of the Company since January
1989 and his present term will expire in 2004. From 1948 to 1981, Mr. Mack
served in various capacities with Burlington Industries, Inc., including
director and Executive Vice President with responsibility for Burlington's
furniture operations. He has been an independent consultant, primarily with
Burlington Industries, Inc., and President of Global Business Services, LTD, an
international trading company, for more than five years.

Thomas L. Millner, 48, has been a Director of the Company since April
1998 and his present term will expire in 2004. Mr. Millner has been Chief
Executive Officer and President of Remington Arms Company, Inc. ("Remington"), a
manufacturer of sporting good products for the hunting, shooting sports and
fishing markets, since April 1999 and a director of Remington and RACI Holding,
Inc., Remington's parent, since June 1994. From May 1994 to April 1999, Mr.
Millner served as President and Chief Operating Officer of Remington. From 1987
to May 1994, Mr. Millner served as Chief Executive Officer and President of The
Pilliod Cabinet Company. From 1984 to 1987, Mr. Millner served as General
Manager of the Armstrong Furniture Division of Thomasville Furniture Industries.
From 1977 to 1984, Mr. Millner served in various sales and sales management
positions with Thomasville Furniture Industries and Broyhill Furniture
Industries.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

The Company has an Audit Committee, presently consisting of Messrs.
Culp, Harkins, Mack, McIlhenny and Millner. The primary purpose of the Audit
Committee is to assist the Board in fulfilling its responsibilities to oversee
management's conduct of the Company's financial reporting process. The Audit
Committee also serves as direct liaison with the Company's independent public
accountants and recommends the selection or discharge of such accountants. The
Audit Committee met three times in 2001.

The Company has a Compensation Committee, presently consisting of
Messrs. Culp, Harkins, Mack, McIlhenny and Millner, which makes recommendations
concerning salaries and incentive compensation for officers and employees of the
Company. The Compensation Committee administers the Company's 1992 and 1994
Stock Option Plans and has authority to grant options under such plans to
officers and key employees and to determine the terms of such options in
accordance with such plans. The Compensation Committee also administers the
Company's 2000 Incentive Compensation Plan and has authority to select employees
to receive incentive awards and to determine for each employee the nature of the
incentive award and the terms and conditions of each incentive award. The Board
of Directors has the same responsibilities with regard to incentive awards for
non-employee directors. The Compensation Committee met twice during 2001.

The Company has a Nominating Committee, presently consisting of Messrs.
Culp, Harkins, Mack, McIlhenny and Millner, which makes recommendations of
nominations for directors. The Nominating Committee was established in 2001 and
met in January 2002 to make recommendations with respect to the 2002 Annual
Meeting.

The full Board of Directors met four times during 2001. Each incumbent
director attended at least 75% of the total 2001 board meetings and committee
meetings held during periods that he was a member of the Board or such
committees, except for Mr. Millner.

Messrs. Culp, Harkins, Mack, McIlhenny and Millner each received
compensation in the amount of $20,000 for serving as a director in 2001. Mr.
Prillaman did not receive any separate compensation for serving in that
capacity. During 2001, each director, other than Mr. Prillaman, also received
options under the 2000 Incentive Compensation Plan to acquire 1,000 shares. The
Board has established a policy of providing an annual grant of an option to
acquire 1,000 shares to non-employee directors to be granted as of the date of
the annual meeting of stockholders.

NOMINATIONS FOR DIRECTOR

The Company's Bylaws provide that a stockholder entitled to vote in the
election of directors may nominate one or more persons for election as a
director only if advance written notice is given. Written notice of such
stockholder's intent to make such nomination must be received by the Secretary
of the Company or deposited in the U.S. mail, postage prepaid, to the Secretary
of the Company not later than 120 days in advance of the anniversary date of the
Company's proxy statement for the previous year's Annual Meeting. Any
stockholder wishing to nominate one or more persons as director must submit the
following information in writing: (i) the name and address of the stockholder
who intends to make the nomination; (ii) a representation that the stockholder
is entitled to vote at such meeting and intends to appear in person or by proxy
at the meeting to nominate the person or persons specified in the notice; (iii)
a description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which any nomination is to be made by the stockholder; (iv) such
other information regarding each nominee as would be required to be included in
a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission, had the nominee been nominated by the Board of Directors;
and (v) the consent of each proposed nominee to serve as a director of the
Company if so elected. The Chairman of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.

By requiring advance notice of stockholder nominations, this Bylaw
affords the Board of Directors the opportunity to consider the qualifications of
the proposed nominees and, to the extent deemed necessary or desirable by the
Board, to inform stockholders about such qualifications. The Bylaw does not give
the Board of Directors any power to approve or disapprove a stockholder's
nomination for election of directors. However, it may have the effect of
precluding a contest for the election if its procedures are not followed, and
therefore may discourage or deter a stockholder from conducting a solicitation
of proxies to elect such stockholder's own slate of directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Securities Exchange Act of 1934 requires the Company's executive
officers and directors, and any persons owning more than 10% of the Common
Stock, to file certain reports of ownership and changes in ownership with the
Securities and Exchange Commission. Based solely on its review of the copies of
the Forms 3, 4 and 5 received by it, and written representations from certain
reporting persons that no Forms 5 were required to be filed by those persons,
the Company believes that all executive officers, directors and 10% stockholders
complied with such filing requirements.

COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table
- --------------------------

The following table sets forth, for the years ended December 31, 2001,
2000 and 1999, the annual and long-term compensation for services in all
capacities to the Company of those persons who at December 31, 2001 were the
Company's Chief Executive Officer and the next four most highly compensated
executive officers of the Company for the year ended December 31, 2001
(collectively, the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

Long-Term
Annual Compensation Compensation
------------------- ------------
Securities
Other Annual Underlying All Other
Name and Principal Position Year Salary Bonus Compensation Options (#) Compensation(1)
- --------------------------- ---- ------- ----- ------------ ----------- ---------------

ALBERT L. PRILLAMAN 2001 $399,996 - $3,978 200,000 $42,796
Chairman and 2000 399,996 $334,899 3,395 100,000 32,166
Chief Executive Officer(2) ..... 1999 380,004 380,000 2,898 - 26,116

JEFFREY R. SCHEFFER 2001 $220,770 $ 87,342(3) - 100,000 -
President and Chief Operating
Officer(2) .....................

DOUGLAS I. PAYNE 2001 $210,000 - $ 94 50,000 $ 5,100
Executive Vice President - 2000 198,000 $132,285 82 50,000 5,100
Finance and Administration 1999 180,000 144,000 72 - 4,800
and Secretary(2) ...............

WILLIAM A. SIBBICK, JR. 2001 $180,000 - $ 239 25,000 $ 5,100
Senior Vice President - 2000 173,004 $108,842 301 30,000 5,100
Sales .......................... 1999 165,000 124,000 356 - 4,800

JOHN W. JOHNSON 2001 $173,004 - $2,489 10,000 $ 5,100
Senior Vice President - 2000 173,004 $108,842 2,112 20,000 5,100
Manufacturing .................. 1999 165,000 124,000 1,802 - 4,800

- ------------
(1) All Other Compensation listed for Mr. Prillaman reflects life insurance
premiums paid by the Company ($37,696 in 2001, $27,066 in 2000 and $21,316
in 1999) and employer contributions to the Company's 401(k) Plan ($5,100 in
2001 and 2000, and $4,800 in 1999). The amounts for each of Messrs. Payne,
Sibbick and Johnson reflect former employer contributions to the Company's
401(k) Plan.
(2) Mr. Scheffer became President and Chief Operating Officer in April 2001. In
connection with Mr. Scheffer's employment, Mr. Prillaman, who had been
serving as Chairman, President and Chief Executive Officer, became Chairman
and Chief Executive Officer. In addition, Mr. Payne, who had been serving
as Senior Vice President - Finance and Administration, became Executive
Vice President - Finance and Administration.
(3) Bonus paid in lieu of bonus entitled to from former employer.

Option Grant Table
- ------------------

The following table sets forth information concerning individual grants
of stock options made during the year ended December 31, 2001 to the Named
Executive Officers.

OPTION GRANTS IN LAST FISCAL YEAR

Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term
----------------------------------------------------------- ----------------------------
% of Total
Options Granted Exercise
Options to Employees in Price per Expiration
Name Granted(1) Fiscal Year Share(1) Date 5% ($) 10% ($)
---- ------- ----------- ----- ---- ------ -------

Albert L. Prillaman 200,000 36.4% $ 27.88 4/24/11 3,506,716 8,886,708
Jeffrey R. Scheffer 100,000 18.2% $ 27.88 4/24/11 1,753,358 4,443,354
Douglas I. Payne 50,000 9.1% $ 27.88 4/24/11 876,679 2,221,677
William A. Sibbick, Jr. 25,000 4.5% $ 27.88 4/24/11 438,340 1,110,838
John W. Johnson 10,000 1.8% $ 27.88 4/24/11 175,336 444,335

- ----------------------
(1) Grant vests and becomes exercisable to the extent of 20% of the shares
granted as of April 25, 2001 and as of April 25 of each year from 2002 through
2005.

Option Value Table
- ------------------

The following table sets forth information concerning the year-end
number and value of unexercised options for each of the Named Executive
Officers.

AGGREGATED OPTION EXERCISES IN 2001 AND 2001 YEAR-END OPTION VALUES

Number of Securities Value of Unexercised In-the-
Underlying Unexercised Money Options
Shares Options at Fiscal Year End (#) At Fiscal Year End ($)(1)
Acquired on Value ------------------------------ ----------------------
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ -------- ----------- ------------- ----------- -------------

Albert L. Prillaman ........... - - 80,000 220,000 - -
Jeffrey R. Scheffer ........... - - 20,000 80,000 - -
Douglas I. Payne .............. 1,000 25,125 114,000 70,000 1,531,680 -
William A. Sibbick, Jr ........ 5,000 137,200 63,006 38,000 879,158 -
John W. Johnson ............... 55,000 1,287,950 18,000 22,000 40,160 10,040

- ----------
(1) In-the-money options are those for which the December 31, 2001 fair market
value of the underlying shares of Common Stock (as determined by the
closing price on The NASDAQ Stock Market) exceeds the exercise price of the
option.

Employment Agreements
- ---------------------

Mr. Prillaman has an employment agreement with the Company that
provides that he has the duties of Chief Executive Officer and Chairman of the
Board of Directors of the Company at a base salary, which was initially $275,000
per year, subject to annual upward adjustment by the Board. Mr. Prillaman is
also entitled to a graduated bonus amount up to a maximum of 80% of his then
current base salary, contingent upon the achievement of certain threshold profit
objectives to be determined by the Board at the beginning of each year. The
agreement is automatically extended for an additional one year term at the end
of each year unless either party to the agreement gives notice on or before
November 1 of any year that the agreement will not be extended. In the event of
such notice, employment terminates as of December 31 of the year in which such
notice is given. If the Company gives such notice, Mr. Prillaman is entitled to
severance pay during the two years following termination in an amount equal to
his base salary plus the average of bonuses paid for the three fiscal years
preceding the year in which employment is terminated. Mr. Prillaman is entitled
to receive the total severance pay in a single payment in the event a change in
control (as defined in the agreement) occurs. During the two years after such a
change of control, Mr. Prillaman is entitled to terminate his employment with
the Company and receive such severance pay in a single payment. The agreement
provides that Mr. Prillaman will not compete

with the Company for two years after termination of the employment agreement,
except that this non-competition covenant does not apply if: (i) Mr. Prillaman
terminates his employment within two years after a change of control or (ii) Mr.
Prillaman voluntarily terminates his employment and the Company does not elect
to pay severance to Mr. Prillaman.

In connection with the employment agreement with Mr. Prillaman, the
Company has entered into a split-dollar life insurance agreement under which the
Company has agreed to pay premiums with respect to a life insurance policy for
Mr. Prillaman until the cash surrender value of the policy and all paid up
additions are sufficient to repay the Company all premiums and other amounts
paid by it and to maintain the policy's death benefit at a level no less than
the policy's initial face amount without further premium payments. At such time,
Mr. Prillaman is obligated to repay such premiums to the Company. Mr. Prillaman
has executed a collateral assignment of his policy in favor of the Company to
secure repayment to the Company of the premiums paid on such policy. The initial
face amount of the policy for Mr. Prillaman is $1 million. During the year ended
December 31, 2001, the Company paid $21,316 in premiums for the policy of Mr.
Prillaman.

The Company has also entered into employment agreements with the
following executives: Jeffrey R. Scheffer, Douglas I. Payne, William A. Sibbick,
Jr. and John W. Johnson. Each of these employment agreements is on similar terms
as those discussed above with respect to Mr. Prillaman, with the following
exceptions: Mr. Scheffer serves as President and Chief Operating Officer, his
base salary is at least $300,000, he is entitled to receive a potential annual
bonus of $270,000, subject to upward adjustment, he received a one time grant of
an option to acquire 100,000 shares of Common Stock vesting at 20% per year
beginning on April 25, 2001, and he received a bonus payment of $87,342 in lieu
of bonus he was entitled to from his former employer; Mr. Payne serves as
Executive Vice President - Finance and Administration and Secretary of the
Company, his base salary is at least $136,000, and he is entitled to receive a
potential annual bonus of $50,000, subject to upward adjustment; Mr. Sibbick
serves as Senior Vice President - Sales, his base salary is at least $165,000,
and he is entitled to receive a potential annual bonus of $124,000, subject to
upward adjustment; Mr. Johnson served as Senior Vice President - Manufacturing
until December 31, 2001, his base salary was at least $165,000, and he was
entitled to receive a potential annual bonus of $124,000, subject to upward
adjustment. In addition, during the first year after a change of control (as
defined in the agreement), Messrs. Scheffer and Sibbick are entitled to
terminate their employment with the Company and receive severance pay only if:
(i) their base salary is reduced, (ii) they are not in good faith considered for
an annual bonus, (iii) they are denied certain customary fringe benefits, (iv)
their place of employment is relocated further than 100 miles from their current
place of employment, or (v) their duties and responsibilities are substantially
reduced.

Defined Benefit Pension Plans
- -----------------------------

The Company maintains a qualified defined benefit pension plan for all
its eligible employees, The Stanley Retirement Plan, and also maintains a
nonqualified, unfunded supplemental retirement plan for certain of its
employees. Effective on December 31, 1995, future benefit accruals under both
plans were curtailed. Although participants continue their participation in both
plans, additional benefits do not accrue. The accrued monthly benefit under The
Stanley Retirement Plan, assuming retirement at age 65, for the following Named
Executive Officers through December 31, 1995, was: Albert L. Prillaman, $5,244;
Douglas I. Payne, $993; William A. Sibbick, Jr., $515 and John W. Johnson,
$2,864. The accrued monthly benefit under the Supplemental Retirement Plan,
assuming retirement at age 65, for the following Named Executive Officers
through December 31, 1995, was: Albert L. Prillaman, $8,838; Douglas I. Payne,
$591; William A. Sibbick, Jr., $0 and John W. Johnson, $1,422. Mr. Scheffer has
no accrued benefits under either of these plans.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:

Executive Compensation Philosophy
- ---------------------------------

Under the supervision of the Committee, the Company has developed and
implemented executive compensation policies, plans, and programs that seek to
enhance the profitability and value of the Company. The primary objective is to
align closely the financial interests of the Company's executives with those of
its stockholders. The Committee believes that equity ownership by management is
beneficial in conforming management and stockholder interests in the enhancement
of stockholder value.

The Committee's philosophy is to integrate management pay with the
achievement of both annual and long-term financial performance goals. The
compensation package for each officer is designed to recognize individual
initiative and achievement. In establishing compensation, the Committee
incorporates a number of factors to promote both long and short-term performance
of the Company. These factors include earnings, market share growth, cost
control efforts, balance sheet strength and organizational developments. The
compensation for individual executives is based on both corporate and individual
goals, with varying weight being given to such factors for particular
executives.

The Committee establishes compensation for the Named Executive Officers
and periodically uses executive compensation surveys prepared by outside
compensation consultants. The surveys are used for general comparability
purposes and a new survey was not used for setting 2001 compensation. The
Committee did not make compensation comparisons with the companies that are used
for the performance graph that follows this report. In establishing compensation
for the Named Executive Officers for years in which no survey is prepared
including 2001, the chief executive officer assists the Committee in
reevaluating the compensation of each Named Executive Officer in conjunction
with the previous comparability analysis and the performance of the Company and
individual since the most recent survey.

The Committee believes that the Company's overall executive
compensation package should enable the Company to obtain and retain the services
of top executives. The Company operates with a small team of top executives who
are given significant and extensive responsibilities. These executives' duties
encompass both overall strategic policy of the Company and direct day-to-day
activity in sales, customer communications, product development, marketing,
manufacturing and other similar activities. The compensation package is intended
to reflect these broad responsibilities.

The annual compensation currently paid by the Company is not subject to
certain Internal Revenue Code provisions that may limit the income tax
deductibility to the Company of certain forms of compensation paid to its Named
Executive Officers in excess of $1 million per year. These provisions allow full
deductibility of certain types of performance-based compensation, including
stock-based compensation. The Company's 2000 Stock Incentive Plan and prior
plans meet these requirements. If these limitations should become of broader
applicability to the Company, the Committee will consider modifications to the
Company's compensation practices, to the extent practicable, to provide the
maximum deductibility for compensation payments.

The Company's compensation package for its executive officers consists
of base salary, annual performance-based incentive compensation, stock option
grants, retirement benefits and, for certain executive officers, other benefits.

Total Compensation
- ------------------

For 2001, the Committee determined that total compensation (base salary
and annual incentives) of Named Executive Officers should not be significantly
increased. The Committee had recently determined that total compensation
generally should be targeted at the 75th percentile of selected peer group
companies on a trailing basis, that is compensation is compared to the latest
peer group

compensation reported in the applicable survey. For example, for the survey used
in setting 2000 compensation, the applicable survey data was for compensation
paid by peer companies in 1998. This general compensation level is intended to
be competitive with other high performing organizations and to enable the
Company to attract, reward and retain exceptional talent. The opportunity to
receive compensation at approximately the 75/th/ percentile assumes payment of a
target bonus. Because the Company pays a larger percentage of compensation in
bonuses than the peer group in general, compensation will be below the 75/th/
percentile in years when bonus targets are not met.

Base Salary
- -----------

The Committee sets base salary at the minimum level deemed sufficient
to attract and retain qualified executives. By restricting the role of base
salary in the compensation package, more of an executive's potential
compensation can be offered in the form of incentives that encourage and reward
performance. The base salaries of individual executives are set in light of the
responsibilities of the position held and the experience of the individual, with
a recognition of the Company's requirements for the top executives to perform
many varied tasks.

The Committee reevaluated the base salaries of the Named Executive
Officers for 2001, and received recommendations of the chief executive officer.
The Committee approved increases in compensation of the Named Executive Officers
at an average of less than 2% of their 2000 base salary, to reflect industry
conditions, the Company's performance and, in some cases, revised
responsibilities of the Named Executive Officers. Mr. Scheffer's base salary for
2001 was negotiated by Mr. Scheffer and the Company, with approval by the
Committee, in connection with Mr. Scheffer's employment agreement entered into
in April 2001, discussed above under the heading "Employment Agreements."

Annual Incentives
- -----------------

The Company's annual incentive compensation program, the Executive
Incentive Compensation Plan (the "Incentive Plan"), is for corporate officers
and key employees who can directly influence the Company's financial results.
Awards under the Incentive Plan are based on the achievement of corporate
objectives that are established annually in conjunction with adoption of the
Company's budget for the next year. At that time, the Committee sets corporate
objectives for the coming year. For 2001, the performance measure was the
Company's earnings before interest and taxes ("EBIT"). No bonus would be paid if
an EBIT threshold was not met and the bonus would be increased for performance
above the threshold up to a maximum award on a per employee basis.

The amount of the maximum awards under the Incentive Plan is
recommended by management of the Company subject to approval by the Committee.
For each of the Named Executive Officers, the Committee may approve an award as
a set percentage of either the executive's base salary or a fixed amount. For
2001, the maximum incentives for the executives ranged from 75% to 100% of base
salary depending on position. For 2001, no bonuses were paid to the Named
Executive Officers under the Incentive Plan, as reflected on the Summary
Compensation Table under the Bonus column.

Long-Term Incentives
- --------------------

The Company believes that equity-based compensation ensures that the
Company's officers have a continuing stake in the long-term success of the
Company. The Company maintains the Stanley Furniture Company, Inc. 2000
Incentive Compensation Plan (the "2000 Plan"), the Stanley Furniture Company,
Inc. 1994 Stock Option Plan, and the Stanley Furniture Company, Inc. 1992 Stock
Option Plan (collectively the "Option Plans") to provide employees with options
to acquire Common Stock.

The Committee made option grants to officers and key employees under
the 2000 Plan. The option grants to Named Executive Officers are shown on the
Summary Compensation Table under the Long-Term Compensation column. All options
under the Option Plans must be granted at an option exercise price of 100% of
the stock's fair market value on the date of grant.

Other Compensation
- ------------------

The Company also has a Supplemental Retirement Plan covering designated
employees and former employees of the Company, including some executive
officers. See "Compensation of Executive Officers - Defined Benefit Pension
Plans."

Chief Executive Officer Compensation
- ------------------------------------

Mr. Prillaman has an employment agreement with the Company that is
described under "Compensation of Executive Officers-Employment Agreements." Mr.
Prillaman's total potential 2000 cash compensation was significantly lower than
the 75th percentile target of peer group companies established by the Committee.
However, Mr. Prillaman requested that his base salary not be increased for 2001
and the Committee agreed.

A major portion of Mr. Prillaman's compensation is contingent on the
Company's performance. In 2001, Mr. Prillaman participated in the Incentive Plan
with the same corporate objectives as other corporate officers. The Committee
set Mr. Prillaman's potential bonus for 2001 at 100% of his base salary to
increase his total potential annual cash compensation (which is in excess of the
80% bonus target guaranteed in his employment agreement). The Committee believes
that this bonus level was appropriate because Mr. Prillaman's leadership
continues to be a key component in the Company's performance. For 2001, Mr.
Prillaman did not receive a bonus.

The Company has purchased a term life insurance policy on Mr.
Prillaman's life, to be owned by a trust established by Mr. Prillaman, with a
face value of $3,000,000. The Company will pay any related taxes incurred by Mr.
Prillaman with respect to payment of policy premiums. A Company loan provided in
2000 to Mr. Prillaman to facilitate the exercise of stock options remained
outstanding in 2001.

As part of the option grants to key executives during 2001, the
Committee granted Mr. Prillaman an award of options on 200,000 shares under the
2000 Plan. This award reflects the Committee's desire to motivate executives
through stock ownership and that Mr. Prillaman had received only one grant of
options in the last six years. Also, in 2000, Mr. Prillaman had exercised all of
his then outstanding stock options to increase his stock holdings in the Company
and the 2001 grant was appropriate in light of his current option holdings.

Mr. Prillaman participates in the Supplemental Retirement Plan. In
addition, the Company has entered into a split-dollar life insurance agreement
with Mr. Prillaman. See "Compensation of Executive Officers - Employment
Agreements."

The members of the Compensation Committee are:

David V. Harkins
Robert G. Culp, III
T. Scott McIlhenny, Jr.
Edward J. Mack
Thomas L. Millner

PERFORMANCE GRAPH

The following graph compares cumulative total stockholder return for
the Company with a broad performance indicator, the Nasdaq Non-Financial Stock
Index, and an industry index, the Wood Household Furniture Index, for the period
from December 31, 1996 to December 31, 2001.

- --------------------------------------------------------------------------------
Comparison of Cumulative Total Return (1)
Stanley Furniture Company, Inc., Wood Household Furniture Index,
Nasdaq Non-Financial Stock Index

1996 1997 1998 1999 2001 2002

Stanley Furniture 100.00 140.25 183.65 184.91 242.77 239.2
Wood Household Furniture Index (2) 100.00 142.98 154.25 146.19 143.89 189.33
Nasdaq Non-Financial Stock Index (3) 100.00 120.68 196.24 381.74 231 177.62

- --------------------------------------------------------------------------------

(1) The graph shows the cumulative total return on $100 invested at the market
close on December 31, 1996, the last trading day in 1996, in Common Stock
or the specified index, including reinvestment of dividends.

(2) SIC Code 2511 Wood Household Furniture Index as prepared by Media General
Financial Services, Inc. ("Media General"). At January 22, 2001, Media
General reported that the Wood Household Furniture Index consisted of:
Bassett Furniture Industries, Inc., Bush Industries, Inc. (Class A Common
Stock), Chromcraft Revington, Inc., DMI Furniture, Inc., Ethan Allen
Interiors Inc., Furniture Brands International, Inc., Keller Manufacturing
and Stanley Furniture Company, Inc.

(3) Nasdaq Non-Financial Stock Index prepared for The Nasdaq Stock Market by
the Center for Research in Securities Prices at the University of Chicago.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In April 2000, the Compensation Committee approved a loan in the amount
of $2,584,983 to Mr. Prillaman for the exercise of outstanding stock options.
The loan bears interest at the rate of 6.71% per annum and provides a five-year
term with a balloon payment of principal and interest at the end of the term.
Mr. Prillaman pledged the stock acquired on exercise of his stock options as
security for the loan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of March 8, 2002, by each
stockholder known by the Company to be the beneficial owner of more than 5% of
its outstanding Common Stock, by each director and director nominee, by each of
the Named Executive Officers and by all directors and executive officers as a
group:

Amount and Nature Percent
Name of Beneficial Ownership of Class
---- ----------------------- --------

T. Rowe Price Associates, Inc. ............................. 698,150 (a) 10.4%
FMR Corp. .................................................. 675,000 (b) 10.1%
Albert L. Prillaman (c) .................................... 628,214 (d) 9.3%
Wellington Management Company, LLP ......................... 543,000 (e) 8.1%
Dimensional Fund Advisors Inc. ............................. 529,700 (f) 7.9%
Muhlenkamp & Company, Inc. and affiliated entities ......... 491,050 (g) 7.3%
Ross Financial Corporation ................................. 452,500 (h) 6.7%
Douglas I. Payne ........................................... 105,000 (i) 1.5%
William A. Sibbick, Jr ..................................... 60,506 (j) (m)
John W. Johnson ............................................ 29,097 (m)
Jeffrey R. Scheffer ........................................ 20,000 (k) (m)
Edward J. Mack ............................................. 15,232 (l) (m)
David V. Harkins ........................................... 9,000 (l) (m)
T. Scott McIlhenny, Jr ..................................... 6,600 (l) (m)
Thomas L. Millner .......................................... 5,800 (l) (m)
Robert G. Culp, III ........................................ 4,300 (l) (m)

All directors and executive officers as a group (11 persons) 906,210 (n) 12.9%

- ----------------------
(a) The beneficial ownership information for T. Rowe Price Associates, Inc. is
based upon the Schedule 13G/A filed with the SEC February 14, 2002. These
securities are owned by various individual and institutional investors
including T. Rowe Price Small-Cap Value Fund (which owns 698,150 shares,
representing 10.4% of the shares outstanding), which T. Rowe Price
Associates, Inc. ("Price Associates") serves as investment adviser with
power to direct investments and/or sole power to vote the securities. For
purposes of the reporting requirements of the Securities Exchange Act of
1934, Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities. The principal business
address of Price Associates and TRP Small-Cap is 100 E. Pratt Street,
Baltimore, Maryland 21202.
(b) The information concerning the shares beneficially owned by FMR Corp. is
based upon the Schedule 13G/A filed with the SEC February 14, 2002 by FMR
Corp. together with Edward C. Johnson 3d, Chairman of FMR Corp., and
Abigail P. Johnson, a director of FMR Corp. Fidelity Management & Research
Company ("Fidelity"), a wholly-owned subsidiary of FMR Corp., is the
beneficial owner of 675,000 shares of Common Stock as a result of acting as
investment advisor to Fidelity Low-Priced Stock Fund, which owned all
675,000 shares. Edward C. Johnson 3d, FMR Corp., through its control of
Fidelity, and Fidelity Low-Priced Stock Fund each has sole power to dispose
of the 675,000 shares owned by Fidelity Low-Priced Stock Fund. Neither
Edward C. Johnson 3d nor FMR Corp. has sole power to vote or direct the
voting of the shares owned directly by Fidelity Low-Priced Stock Fund,
which power resides with the Board of Trustees of Fidelity Low-Priced Stock
Fund. The principal business address of FMR Corp., Fidelity and Fidelity
Low-Priced Stock Fund is 82 Devonshire Street, Boston, Massachusetts 02109.
(c) The business address for Mr. Prillaman is c/o Stanley Furniture Company,
Inc., 1641 Fairystone Park Highway, Stanleytown, Virginia 24168.
(d) Includes 80,000 shares which could be acquired through the exercise of
stock options.
(e) The beneficial ownership information for Wellington Management Company, LLP
("Wellington") is based upon the Schedule 13G/A filed with the SEC February
12, 2002. The Schedule 13G/A indicates that Wellington has shared voting
power with respect to 396,200 shares and shared power to dispose or to
direct the disposition of 543,000 shares. The principal business address of
Wellington is 75 State Street, Boston, Massachusetts 02109.

(f) The beneficial ownership information with respect to Dimensional Fund
Advisors Inc. ("Dimensional") is based upon its Schedule 13G/A filed with
the SEC February 12, 2002. Dimensional has sole voting and dispositive
power with respect to 529,700 shares in its capacities as investment
advisor to four investment companies and investment manager to certain
other investment vehicles (collectively, the "Dimensional Funds"). Such
shares are owned by the Dimensional Funds, and Dimensional disclaims
beneficial ownership of such shares. The principal business address of
Dimensional is 1299 Ocean Avenue, 11th Floor, Santa Monica, California
90401.
(g) The beneficial ownership information with respect to Muhlenkamp & Company,
Inc. ("Muhlenkamp & Co.") is based upon its Schedule 13G filed with the SEC
February 25, 2002. The Schedule 13G indicates that Muhlenkamp & Co. has
shared voting and dispositive power with respect to 491,050 shares. The
principal business address of Muhlenkamp & Co. is 12300 Perry Highway,
Wexford, Pennsylvania 15090.
(h) The beneficial ownership information for Ross Financial Corporation ("Ross
Financial") is based upon the Schedule 13G/A filed with the SEC February
14, 2002. The Schedule 13G/A indicates that Ross Financial has sole voting
and dispositive power with respect to 452,500 shares. The principal
business address of Ross Financial is P.O. Box 31363-SMB, Grand Cayman,
Cayman Islands, B.W.I.
(i) Includes 102,250 shares which could be acquired through the exercise of
stock options.
(j) Includes 60,506 shares which could be acquired through the exercise of
stock options.
(k) Includes 20,000 shares which could be acquired through the exercise of
stock options.
(l) Includes 4,000 shares which could be acquired through the exercise of stock
options.
(m) Less than 1%.
(n) Includes 332,156 shares which could be acquired through the exercise of
stock options.

INDEPENDENT PUBLIC ACCOUNTANTS

The firm of PricewaterhouseCoopers LLP served as independent public
accountants for the Company for 2001 and has served in that capacity since 1979.
While the Company expects PricewaterhouseCoopers LLP to be selected as its
independent public accountants for 2002, the Board of Directors will not make
that selection until the Audit Committee completes its review of the engagement
terms for the current year.

Representatives of PricewaterhouseCoopers LLP are expected to be
present at the Annual Meeting. Such representatives will have the opportunity to
make a statement if they desire to do so and are expected to be available to
respond to appropriate questions.

Audit Fees
- ----------

The aggregate fees of PricewaterhouseCoopers LLP for professional
services rendered for the audit of the Company's 2001 annual financial
statements and reviews of the Company's Form's 10-Q filed during 2001 was
$107,600.

Financial Information Systems Design and Implementation Fees
- ------------------------------------------------------------

PricewaterhouseCoopers LLP did not receive any fees for services
rendered to the Company during 2001 related to financial information systems
design and implementation.

All Other Fees
- --------------

The fees of PricewaterhouseCoopers LLP for all other services rendered
to the Company during 2001 were $111,575.

Audit Committee Report
- ----------------------

The primary purpose of the Audit Committee is to assist the Board in
fulfilling its responsibility to oversee management's conduct of the Company's
financial reporting process. Management is responsible for preparing the
Company's financial statements and the independent accountants are responsible
for performing an independent audit of the Company's financial statements in
accordance with generally accepted auditing standards and for issuing a report
thereon.

In this context, the Committee has met and held discussions with
management and the independent accountants. Management represented to the
Committee that the Company's financial statements were prepared in accordance
with generally accepted accounting principles, and the Committee has reviewed
and discussed the financial statements with management and the independent
accountants.

The Committee discussed with the independent accountants matters
required to be discussed by Statement on Auditing Standards No. 61
(Communications with Audit Committees). In addition, the Committee has discussed
with the independent accountants the accountant's independence from the Company
and its management, including the matters in the written disclosures required by
the Independence Standard Boards Standard No. 1 (Independence Discussions with
Audit Committees). The Committee has also considered whether the provision of
non-audit services by the independent accountants is compatible with maintaining
the independent accountant's independence.

In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2001, for filing with the Securities and Exchange Commission.

The members of the Audit Committee are:

Thomas L. Millner, Chairman
Robert G. Culp, III
David V. Harkins
Edward J. Mack
T. Scott McIlhenny, Jr.

Audit Committee Independence
- ----------------------------

The Board of Directors and the Audit Committee believe that the Audit
Committee's current members are independent directors within the meaning of Rule
4200(a)(14) of the National Association of Securities Dealers, Inc.

OTHER BUSINESS

Management knows of no other business which will be presented for
consideration at the Annual Meeting, but should any other matters be brought
before the meeting, it is intended that the persons named in the accompanying
proxy will vote such proxy at their discretion.

ADDITIONAL INFORMATION

Voting Procedures
- -----------------

Votes will be tabulated by one or more Inspectors of Elections. Except for the
election of directors, approval of other matters properly brought before the
meeting will require the affirmative vote of the holders of at least a majority
of the shares of outstanding Common Stock represented at the meeting. If a
stockholder, present in person or by proxy, abstains on any matter, the
stockholder's shares will not be voted on such matter. Thus an abstention from
voting on a matter has the same legal effect as a vote "against" the matter,
even though the stockholder may interpret such action differently. With respect
to the election of directors, the two nominees in the class which term ends in
2005 receiving the greatest number of votes cast for the election of directors
will be elected.

A majority of the shares entitled to vote, represented in person or by
proxy, will constitute a quorum for the transaction of business at the meeting.
Shares for which the holder has elected to abstain or to withhold the proxies'
authority to vote on a matter will count toward a quorum. "Broker non-votes"
will not count toward a quorum and will not be voted on any matter to be
considered at the meeting.

Stockholder Proposals for 2003 Annual Meeting
- ---------------------------------------------

Any stockholder desiring to present a proposal to the stockholders at the 2003
Annual Meeting and who desires that such proposal be included in the Company's
proxy statement and proxy card relating to that meeting, must transmit such to
the Secretary of the Company so that it is received at the Company's principal
executive offices on or before November 18, 2002. All such proposals should be
in compliance with applicable Securities and Exchange Commission regulations.
With respect to stockholder proposals that are not included in the proxy
statement for the 2003 Annual Meeting, the persons named in the proxy solicited
by the Company's Board of Directors for the 2003 Annual Meeting will be entitled
to exercise the discretionary voting power conferred by such proxy under the
circumstances specified in Rule 14a-4(c) under the Securities Exchange Act of
1934, as amended, including with respect to proposals received by the Company
after February 1, 2003.

By Order of the Board of Directors,

Douglas I. Payne
Secretary

March 18, 2002

- --------------------------------------------------------------------------------
Stanley
Furniture Company, Inc.

REVOCABLE PROXY

Annual Meeting of Stockholders - April 24, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Douglas I. Payne and David W.
Robertson and either of them, proxies of the undersigned, with full power
of substitution, to vote all the shares of Common Stock of Stanley
Furniture Company, Inc. (the "Company") held of record by the undersigned
on March 8, 2002, at the Annual Meeting of Stockholders to be held April
24, 2002, and at any adjournment thereof.

(1) Election of directors for three-year term ending 2005.

[_] FOR all nominees listed below (except as indicated otherwise
below)

[_] WITHHOLD AUTHORITY to vote for all nominees listed below

NOMINEES: Robert G. Gulp, III and T. Scott McIlhenny, Jr.

INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write such nominee's name in the space provided below.

________________________________________________

(2) In their discretion the proxies are authorized to vote upon such other
matters as may come before the meeting or any adjournment thereof.

All as more particularly described in the Company's Proxy Statement
for the Annual Meeting of Stockholders to be held on April 24, 2002.

(Continued and to be dated and signed on reverse side)

- --------------------------------------------------------------------------------

(continued from reverse side)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED BY THE
UNDERSIGNED STOCKHOLDER. IF NO CHOICE IS SPECIFIED BY THE STOCKHOLDER, THIS
PROXY WILL BE VOTED "FOR" ALL PORTIONS OF ITEM(1), AND IN THE PROXIES'
DISCRETION ON ANY OTHER MATTERS COMING BEFORE THE MEETING.

The undersigned hereby revokes any proxy or proxies heretofore given
to vote upon or act with respect to such stock and hereby ratifies and
confirms all that said proxies, their substitutes or any of them may
lawfully do by virtue hereof.

Please date this Proxy Card and sign your name exactly as it
appears hereon. Where there is more than one owner, each
should sign. When signing as an attorney, administrator,
executor, guardian or trustee, please add your title as
such. If executed by a corporation, this Proxy Card should
be signed by a duly authorized officer. If executed by a
partnership, please sign in partnership name by authorized
persons.

Dated _______________________________________________, 2002

___________________________________________________________

Please promptly mark, date, sign, and mail this Proxy Card
in the enclosed envelope. No postage is required.

- --------------------------------------------------------------------------------