Exhibit 4.1
                        AMENDMENT NO. 4 TO NOTE AGREEMENT


         AMENDMENT NO. 4 dated as of May 10, 1999 to Note Agreements dated as of
February 15, 1994 and June 29, 1995 between Stanley Furniture Company, Inc. (the
"Company") and THE PRUDENTIAL  INSURANCE COMPANY OF AMERICA  ("Prudential")  (as
amended,   the  "Note  Agreements").   Capitalized  terms  used  herein  without
definition have the meanings ascribed to such terms in the Agreements.

                              W I T N E S S E T H:


         WHEREAS,  Prudential  and the Company have  executed and  delivered the
Note Agreements and Prudential holds the Notes issued thereunder,

         WHEREAS, the Company wishes to amend certain terms of the Note
 Agreements,

         WHEREAS,  Prudential  is  willing  to  amend  such  terms  of the  Note
Agreements, all on the terms and conditions set forth below.

         NOW  THEREFORE,  in  consideration  of the foregoing and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:

1.       Amendment.

         The  definition  of  "Cumulative   Amounts   Available  For  Restricted
Payments,"  contained in Paragraph 10B of the Note  Agreements is hereby amended
and restated in its entirety as follows:

              "'Cumulative Amounts Available For Restricted Payments' shall mean
         for the period (taken as one accounting period) beginning on January 1,
         1999,  and  ending  as of the last day of the most  recently  completed
         fiscal quarter before any proposed Restricted Payment:

(1)      $25,000,000; plus

              (2) 50%  of  the   Consolidated  Net  Earnings  or  100%  of  the
                  Consolidated Net Loss, as the case may be, during such period;
                  plus

              (3) the total net cash  proceeds  received by the Company from the
                  sale of its stock during such period; less

              (4) the aggregate  amount of all  Restricted  Payments made during
                  such period."

2.       Miscellaneous.

(a) This  Amendment  shall be  effective  as of the date above  written upon the
delivery  to  Prudential  of a copy  hereof  duly  executed  by the  Company and
Prudential.  Except as set forth herein,  this amendment  shall not constitute a
waiver  or  amendment  of any  provision  of the  Note  Agreements  and the Note
Agreements are and shall continue to be in full force and effect.

(b)      This Amendment may be executed in any number of counterparts, each of
which  counterparts  shall be an original and all of which taken  together shall
constitute one and the same Amendment.

(c) On and  after  the  date of  this  Amendment,  each  reference  in the  Note
Agreements and the Notes to the Note Agreements shall mean and be a reference to
the Note Agreements as amended by this Amendment.

         IN  WITNESS  WHEREOF,   the  parties  hereto  have  caused  their  duly
authorized  officers  to set  their  hands  as of the day and year  first  above
written.

                                            STANLEY FURNITURE COMPANY, INC.


                                            By:  /s/ Douglas I. Payne
                                                 ________________________
                                                 Name:  Douglas I. Payne
                                                 Title: Senior Vice President,
                                                        Finance & Administration

                                            THE PRUDENTIAL INSURANCE COMPANY
                                            OF AMERICA


                                            By:  /s/ Robert R. Derrick
                                                 ________________________
                                                 Name:  Robert R. Derrick
                                                 Title: Vice President