Exhibit 10.1

                        FIFTH AMENDMENT TO SECOND AMENDED
                     AND RESTATED REVOLVING CREDIT AGREEMENT


         This FIFTH  AMENDMENT TO SECOND AMENDED AND RESTATED  REVOLVING  CREDIT
FACILITY dated as of March 10, 1999 (the "Fifth Amendment") is by and between

         STANLEY FURNITURE COMPANY, INC., a Delaware corporation
          (the "Borrower"); and

         NATIONAL  BANK OF CANADA,  a Canadian  chartered  bank (the "Lender" or
          "NBC").


RECITALS

         A. National Canada Finance Corp., a Delaware corporation ("NCFC"),  and
the Lender made a certain credit facility  available to the Borrower pursuant to
the terms and  conditions  contained in that certain Second Amended and Restated
Revolving  Credit  Agreement  dated as of February 15, 1994 among the  Borrower,
NCFC and the  Lender,  as amended by a First  Amendment  to Second  Amended  and
Restated  Credit  Agreement  dated as of August 21, 1995, a Second  Amendment to
Second  Amended and Restated  Credit  Agreement  dated as of October 14, 1996, a
Third Amendment to Second Amended and Restated Credit Agreement dated as of June
24, 1997 and a Fourth Amendment to Second Amended and Restated  Revolving Credit
Agreement dated as of February 24, 1998 (as amended, the "Loan Agreement").

         B. The  Lender  has been  assigned  the  rights of NCFC  under the Loan
Agreement  and  the  documents  related  thereto  pursuant  to the  terms  of an
Agreement and Transfer Agreement.

         C. The Borrower has requested  that the Lender make certain  changes to
the Loan Agreement.

         D. The Lender has agreed to make these changes to the Loan Agreement as
set forth herein.

         NOW, THEREFORE, the Borrower and the Lender hereby agree as follows:

         A.       The Loan Agreement is amended as follows:

                  1. Section 2.04(b) is deleted in its entirety and replaced
with the following:

                  "(b)  Eurodollar  Loans.  Subject to the provisions of Section
         3.01, each Revolving  Credit Loan which is a Eurodollar Loan shall bear
         interest  at a rate per  annum  (computed  on the  basis of the  actual
         number of days elapsed over a year of 360 days) equal to the LIBOR Rate
         plus  three-quarters of one percent (3/4%).  The Lender shall determine
         the applicable LIBOR Rate on the date when such  determination is to be
         made in  respect of such  Interest  Period  (or as soon  thereafter  as
         practicable),  and shall notify the Borrower of the rate so determined.
         Such determination shall be conclusive absent manifest error."

                  2.  Section  8.01(j) is deleted in its  entirety  and replaced
with the following:

                  "(j)  Restricted   Payments.   Make  any  Restricted  Payment;
         provided,  however,  Borrower  may pay  dividends  or make  payments to
         redeem,  repurchase  or  otherwise  acquire  shares  of its stock in an
         amount  up to  $25,000,000.00  plus (A) 50% of  Borrower's  net  income
         during the period  from  January  1, 1999  through  the end of the most
         recently  completed  fiscal quarter and (B) the total net cash proceeds
         received by the Borrower  from the sale of its stock during such period
         less (C) the aggregate  amount of cash  dividends paid or cash payments
         made to redeem,  repurchase  or otherwise  acquire  shares of its stock
         during such period."

         B. The Borrower represents and warrants that, as of the date hereof, it
is not in default of the terms of the Loan Agreement,  as amended hereby, or any
of the  other  documents  executed  between  the  Borrower  and  the  Lender  in
connection therewith.

         C. This Fifth Amendment may be executed in any number of  counterparts,
each of which when so executed and delivered shall be deemed an original.

         D. This Fifth  Amendment  and the Loan  Agreement,  as amended  hereby,
shall be  deemed to be  contracts  made  under,  and for all  purposes  shall be
construed in accordance with the laws of the State of North Carolina.



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         IN WITNESS  WHEREOF,  the parties  hereto have  executed or caused this
instrument to be executed under seal as of the day and year first above written.


                                                 STANLEY FURNITURE COMPANY, INC.
ATTEST

By                                                   By

Title                                                Title

         (CORPORATE SEAL)



                                                     NATIONAL BANK OF CANADA


                                                      By
     
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