Exhibit 10.2



                               FIRST AMENDMENT TO
                    JEFFREY R. SCHEFFER EMPLOYMENT AGREEMENT

         THIS FIRST AMENDMENT, dated as of the 1st day of March, 2003 to the
Employment Agreement, dated as of April 9, 2001 (the "Employment Agreement")
between JEFFREY R. SCHEFFER ("Employee") and STANLEY FURNITURE COMPANY, INC., a
Delaware corporation (the "Company").
         The Parties hereto desire to amend the Employment Agreement. Except as
provided herein, all terms used in this First Amendment shall have the same
meaning as in the Employment Agreement.
         NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the Parties hereto, intending to be
legally bound, agree as follows:
         1.       Section 2 of the Employment Agreement is amended in its
                  entirety as follows:
                  2. Term. The term of employment under this Agreement (the
         "Term") shall commence January 1, 2003 and end on December 31, 2003
         and, effective January 1, 2004, shall continue for each calendar year
         thereafter unless either party gives notice (a "Termination Notice")
         on or before November 1 of any calendar year that employment under this
         Agreement will not continue for an additional period of one year
         beginning on the following January 1.

         2.       Section 3(a) of the Employment Agreement is amended in its
                  entirety as follows:
                  a. Salary. During the Employee's employment hereunder, the
         Company shall pay the Employee for all services rendered by the
         Employee a base salary at an annual rate of at least $350,000, with
         upward annual adjustments as the Board of Directors of the Company
         shall deem appropriate. Such salary shall be payable to the Employee
         in accordance with the Company's usual paying practices, but not less
         frequently than monthly.

         3.       Section 3(b) of the Employment Agreement is amended in its
                  entirety as follows:
                  b. Bonus. In addition to base salary, the Employee shall be
         entitled to receive a potential annual bonus of $350,000, subject to
         upward adjustment. The amount of such bonus for any fiscal year shall
         be related to the achievement of certain profit thresholds and
         objectives to be set at the beginning of each fiscal year by the Board
         of Directors of the Company.

         4.       Section 4 of the Employment Agreement is amended in its
                  entirety as follows:
                  4. Duties. The employee shall continue to perform the duties
         of President and Chief Executive Officer of the Company and shall,
         under the direction of the Board of Directors, faithfully and to the
         best of his ability perform such duties and such other duties and
         responsibilities as may be reasonably assigned by the Board of
         Directors from time to time, including service as an officer of
         director of any subsidiaries of the Company but not including service
         as an officer or director of nonsubsidiary affiliates not in the same
         business as the Company.

         5.       Section 5 of the Employment Agreement is amended in its
                  entirety as follows:
                  5. Extent of Services. During the Employee's employment
         hereunder, the Employee shall devote his entire working time, attention
         and energy to the business of the Company and shall not be engaged in
         any other active business of any kind except as authorized by the Board
         of Directors of the Company.

6. Section 6(a) of the Employment Agreement is amended in its entirety as
follows:

                           a. Non-competition Restriction. Except with the prior
         consent in writing of the Company or as provided in the last sentence
         of this Section 6(a), the Employee shall not (A) during his employment
         hereunder or (B) for a period of two years after termination of his
         employment hereunder in the event Employee receives severance payments
         pursuant to Section 7(b) or Section 7(e), directly or indirectly, in
         the same or a similar capacity to that in which he performs services
         for Company, manage, operate, control, be employed by, participate in,
         invest in or be connected in any manner with the management, operation,
         ownership or control of any business or venture which is in competition
         in the United States with the business of the Company, provided that
         nothing herein shall prohibit the Employee from owning securities of
         the Company or up to 5% of the outstanding voting securities of any
         issuer which is listed on the New York or American Stock Exchange or as
         to which trading is reported or quoted on the NASDAQ System. The
         provisions of this Section 6(a) shall not be applicable in the event
         the Employee terminates his employment under Section 7(d).

         7. This Amendment shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia without regard to conflict of laws.
         8. This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same agreement.
         9. The Employment Agreement as amended hereby and this Amendment shall
be read together to constitute one agreement. The parties hereto agree that the
Employment Agreement, as amended hereby, remains in full force and effect.
         IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
duly executed on the day and year first above written.

                                   STANLEY FURNITURE COMPANY, INC.

                                   By: s/Albert L. Prillaman
                                   -------------------------
                                   Albert L. Prillaman
                                   Chairman

                                       s/Jeffrey R. Scheffer
                                       ---------------------
                                         Jeffrey R. Scheffer