Exhibit 31.2

I, Douglas I. Payne, certify that:

1.                    I have reviewed this quarterly report on Form 10-Q of
                      Stanley Furniture Company, Inc.;

2.                    Based on my knowledge, this report does not contain any
                      untrue statement of a material fact or omit to state a
                      material fact necessary to make the statements made, in
                      light of the circumstances under which such statements
                      were made, not misleading with respect to the period
                      covered by this report;

3.                    Based on my knowledge, the financial statements, and other
                      financial information included in this report, fairly
                      present in all material respects the financial condition,
                      results of operations and cash flows of the registrant as
                      of, and for, the periods in this report.

4.                    The registrant's other certifying officer and I are
                      responsible for establishing and maintaining disclosure
                      controls and procedures (as defined in Exchange Act Rules
                      13a-15(e) and 15d-15(e)) for the registrant and have:

         (a)          Designed such disclosure controls and procedures, or
                      caused such disclosure controls and procedures to be
                      designed under our supervision, to ensure that material
                      information relating to the registrant, including its
                      consolidated subsidiaries, is made known to us by others
                      within those entities, particularly during the period in
                      which this report is being prepared;

         (b)          Evaluated the effectiveness of the registrant's disclosure
                      controls and procedures and presented in this report our
                      conclusions about the effectiveness of the disclosure
                      controls and procedures, as of the end of the period
                      covered by this report based on such evaluation; and

         (c)          Disclosed in this report any change in the registrant's
                      internal control over financial reporting that occurred
                      during the registrant's most recent fiscal quarter (the
                      registrant's fourth fiscal quarter in the case of an
                      annual report) that has materially affected, or is
                      reasonably likely to materially affect, the registrant's
                      internal control over financial reporting; and

5.                    The registrant's other certifying officer and I have
                      disclosed, based on our most recent evaluation of internal
                      control over financial reporting, to the registrant's
                      auditors and the audit committee of the registrant's board
                      of directors (or persons performing the equivalent
                      function):

         (a)          All significant deficiencies and material weakness in
                      design or operation of internal control over financial
                      reporting which are reasonably likely to adversely affect
                      the registrant's ability to record, process, summarize and
                      report financial information; and

         (b)          Any fraud, whether or not material, that involves
                      management or other employees who have a significant role
                      in the registrant's internal control over financial
                      reporting.

Date: July 13, 2004                                  /s/Douglas I Payne
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                                                     Douglas I. Payne
                                                     Chief Financial Officer