Exhibit 2

                          CERTIFICATE OF INCORPORATION
                                       OF
                         STANLEY FURNITURE COMPANY, INC.

                         (as amended as of May 26, 1998)



          FIRST: The name of the Corporation is Stanley Furniture Company, Inc.

          SECOND: The registered office of the corporation is located at 1013
Centre Road, in the City of Wilmington, in the County of New Castle, in the 
State of Delaware.

          THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware.

                  Without limiting in any manner the scope and generality of the
foregoing, it is hereby provided that the corporation shall have the power to do
all and everything necessary,  suitable and proper for the accomplishment of any
of the purposes or the  attainment of any of the objects or the  furtherance  of
any of the powers of which a  corporation  may be  organized  under the  General
Corporation  Law of the State of Delaware,  either alone or in association  with
other  corporations,  firms or  individuals,  and to do every other act or acts,
thing or things incidental or appurtenant to or growing out of or connected with
the corporation's business or powers or any part or parts thereof,  provided the
same be not  inconsistent  with said General  Corporation Law; and it shall have
the power to conduct and carry on its business, or any part thereof, and to have
one or more  offices,  and to exercise  any or all of its  corporate  powers and
rights, in the State of Delaware, and in the various other states,  territories,
colonies and dependencies of the United States, in the District of Columbia, and
in all or any foreign countries.

          FOURTH:  The total  number of shares of all classes of capital
stock which this  Corporation is authorized to issue is 11,000,000  shares which
are divided into two classes as follows:

 Ten Million (10,000,000) shares of Common Stock, $.02 par value per share; and

 One Million (1,000,000) shares of Blank Check Preferred Stock,
                  $.01 par value per share.



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                  The Board of Directors is  authorized,  subject to limitations
prescribed by law and the provisions of this Article FOURTH,  to provide for the
issuance of the shares of Blank Check Preferred Stock in series, and by filing a
certificate  pursuant  to the  applicable  law  of the  State  of  Delaware,  to
establish  from time to time the  number of shares to be  included  in each such
series,  and to fix the  designation,  powers,  preferences,  and  rights of the
shares of each such series and the qualifications,  limitations, or restrictions
thereof.

                  The  authority  of the Board with respect to each series shall
include, but not be limited to, determination of the following:

   (1) The number of shares constituting that series and the distinctive
       designation of that series;

   (2) The dividend  rate on the shares of that
       series,  whether  dividends  shall be cumulative,  and, if so,
       from which date or dates, and the relative rights of priority,
       if any, of payment of dividends on shares of that series;

   (3) Whether  that  series  shall have voting
       rights, in addition to the voting rights provided by law, and,
       if so, the terms of such voting rights;

   (4) Whether   that   series   shall   have
       conversion privileges, and, if so, the terms and conditions of
       such  conversion,  including  provision for  adjustment of the
       conversion rate in such events as the Board of Directors shall
       determine;

   (5) Whether or not the shares of that series
       shall be  redeemable,  and, if so, the terms and conditions of
       such  redemption,  including  the  date or date  upon or after
       which  they  shall be  redeemable,  and the  amount  per share
       payable  in case of  redemption,  which  amount may vary under
      different conditions and at different redemption dates;

  (6) Whether that series shall have a sinking
      fund for the  redemption or purchase of shares of that series,
      and, if so, the terms and amount of such sinking fund;

 (7) The rights of the shares of that  series
     in  the  event  of  voluntary  or   involuntary   liquidation,
     dissolution,  or  winding  up  of  the  Corporation,  and  the
     relative  rights of priority,  if any, of payment of shares of
     that series; and

(8)  Any other relative rights, preferences, and limitations of that
     series.



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                  Effective  on the date of the  filing  with the  Secretary  of
State  of  Delaware  of  a  Certificate  of  Amendment  to  the  Certificate  of
Incorporation  of the Company  with respect  hereto  [July 1, 1993]  ("Effective
Date"),  every two shares of the Company's Common Stock outstanding  immediately
prior  to such  time  shall be  reclassified  into one  share of  Common  Stock.
Stockholders  who, as a result of the reverse  stock split,  own a fraction of a
whole share of Common  Stock,  shall be entitled to receive  from the Company in
lieu of a fractional share, cash in the amount equal to $4.25 upon the surrender
of certificates representing Common Shares owned prior to the Effective Date.

      FIFTH:  The name and address of the sole incorporator is as follows:

                  Name                                        Address

         Marilynn K. Beatty                          488 Madison Avenue
                                                     New York, New York 10022

                  SIXTH:   The  following   provisions   are  inserted  for  the
management  of  the  business  and  for  the  conduct  of  the  affairs  of  the
corporation, and for further definition, limitation and regulation of the powers
of the corporation and its directors and stockholders:

                           1. The number of directors of the  Corporation  shall
         be fixed  from  time to time  exclusively  by the  Board  of  Directors
         pursuant to a resolution adopted by the Board of Directors. Election of
         directors  need  not  be by  ballot  unless  the  by-laws  so  provide.
         Commencing with the 1994 Annual Meeting of  Stockholders,  the Board of
         Directors shall be divided into three classes,  denominated as Class I,
         Class II and Class III, each as nearly equal in number to the other two
         as possible.  At the 1994 Annual Meeting of Stockholders,  directors of
         Class I shall be elected to hold office for a term expiring at the 1995
         Annual Meeting of Stockholders;  directors of Class II shall be elected
         to hold  office  for a term  expiring  at the 1996  Annual  Meeting  of
         Stockholders;  and  directors  of Class  III shall be  elected  to hold
         office for a term expiring at the 1997 Annual Meeting of  Stockholders.
         At each Annual  Meeting of  Stockholders  after 1994, the successors to
         the  class  of  directors  whose  terms  shall  then  expire  shall  be
         identified  as being of the same class of  directors  they  succeed and
         shall be  elected  to hold  office  for a term  expiring  at the  third
         succeeding Annual Meeting of Stockholders. When the number of directors
         is  changed,  any  newly-created   directorships  or  any  decrease  in
         directorship  shall be so apportioned among the classes by the Board of
         Directors as to make all classes as nearly equal in number as possible.
         Directors need not be stockholders.

                           2.  The  Board of  Directors  shall  have  the  power
         without the assent or vote of the stockholders:


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                                    (1) To make, alter,  amend,  change,  add or
                  repeal  the  by-laws of the  corporation;  to fix and vary the
                  amount to be reserved for any proper purpose; to authorize and
                  cause to be executed  mortgages and liens upon all or any part
                  of the property of the  corporation;  to determine the use and
                  disposition  of any  surplus  or net  profits;  and to declare
                  dividends; to fix the record date and the date for the payment
                  of any dividends; and

                                    (2) To  determine  from time to time whether
                  and to what  extent,  and at what times and places,  and under
                  what conditions and regulations, the accounts and books of the
                  corporation  (other  than the  stock  ledger)  or any of them,
                  shall be open to the inspection of the stockholders.

                           3. The directors in their  discretion  may submit any
         contract or act for approval or  ratification by the written consent of
         the  stockholders,  or at any annual meeting of the  stockholders or at
         any  special  meeting of the  stockholders  called  for the  purpose of
         considering  any such act or  contract,  and any  contract  or act that
         shall be approved  or  ratified  by the written  consent or vote of the
         holders of a  majority  of the stock of the  corporation  (which in the
         case of a meeting is represented in person or by proxy at such meeting,
         provided a lawful quorum of stockholders be there represented in person
         or by proxy) shall be as valid and as binding upon the  corporation and
         upon all the stockholders as though it had been approved or ratified by
         every  stockholder of the  corporation,  whether or not the contract or
         act would  otherwise be open to legal attack  because of the directors'
         interest, or for any other reason.

                           4.  In  addition   to  the  powers  and   authorities
         hereinbefore or by statute expressly conferred upon them, the directors
         are hereby  empowered  to exercise all such powers and do all such acts
         and things as may be  exercised  or done by the  corporation;  subject,
         nevertheless,  to the  provisions of the statutes of Delaware,  of this
         certificate,  and  to  any  by-laws  from  time  to  time  made  by the
         stockholders;   provided,  however,  that  no  by-laws  so  made  shall
         invalidate  any prior act of the directors  which would have been valid
         if such by-laws had not been made.



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                           5. No director of the Corporation  shall be liable to
         the Corporation or its stockholders for monetary damages for any breach
         of  fiduciary  duty as a director  occurring  on or after July 1, 1986,
         except  for  liability  (i) for any  breach of the  director's  duty of
         loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
         omissions not in good faith or which involve intentional  misconduct or
         a knowing  violation  of law,  (iii) under  Section 174 of the Delaware
         General  Corporation  Law, or (iv) for any  transaction  from which the
         director derived an improper personal benefit.

                           6. Any action  required  to be taken at any annual or
         special meeting of stockholders of the Corporation, or any action which
         may be taken at an annual or special meeting of such stockholders,  may
         be taken without a meeting, without prior notice and without a vote, if
         a consent or consents in  writing,  setting  forth the action so taken,
         shall be signed by all the stockholders entitled to vote thereon.

                  SEVENTH:  The Corporation  shall, to the full extent permitted
by Section  145 of the  General  Corporation  Law of the State of  Delaware,  as
amended from time to time,  indemnify all persons whom it may indemnify pursuant
thereto.

                  EIGHTH:  Whenever a  compromise  or  arrangement  is  proposed
between the  corporation  and its creditors or any class of them and/or  between
the  corporation  and its  stockholders  or any  class  of  them,  any  court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of the corporation or any creditor or stockholders thereof or on the
application of any receiver or receivers appointed for the corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the  application
of trustees in  dissolution  or of any receiver or receivers  appointed  for the
corporation under the provisions of Section 279 of Title 8 of the Delaware Code,
order  a  meeting  of  the  creditors  or  class  of  creditors,  and/or  of the
stockholders or class of stockholders of the corporation, as the case may be, to
be summoned in such  manner as the said court  directs.  If a majority in number
representing  three-fourths  in value of the  creditors  or class of  creditors,
and/or of the stockholders or class of stockholders of the  corporation,  as the
case may be, agree to any compromise or arrangement and the said  reorganization
of the corporation as a consequence of such compromise or arrangement,  the said
compromise or arrangement  and the said  reorganization  shall, if sanctioned by
the court to which the said  application  has been  made,  be binding on all the
creditors  or class of  creditors,  and/or on all the  stockholders  or class of
stockholders,  of  the  corporation,  as  the  case  may  be,  and  also  on the
corporation.

                  NINTH:  The  corporation  reserves the right to amend,  alter,
change or repeal any provision contained in this certificate of incorporation in
the  manner  now or  hereafter  prescribed  by law,  and all  rights  and powers
conferred  herein on  stockholders,  directors  and officers are subject to this
reserved power.