Exhibit 10.4


                              EMPLOYMENT AGREEMENT


         THIS  AGREEMENT,  made as of  April 1,  1999,  between  Kelly  S.  Cain
("Employee") and STANLEY FURNITURE  COMPANY,  INC., a Delaware  corporation (the
"Company").
         WHEREAS, the Company desires to assure that it will have the benefit of
the  continued  service  and  experience  of the  Employee,  who is a  principal
executive officer of the Company and an integral part of its management, and the
Employee  is willing to enter into an  agreement  to such end upon the terms and
conditions set forth in this Agreement.  In  consideration  of the foregoing and
the mutual agreements herein contained, the parties agree as follows:
         1. Employment. The Company hereby employs the Employee and the Employee
hereby accepts employment upon and agrees to the terms and conditions set forth
herein.
         2. Term. The term of employment under this Agreement (the "Term") shall
commence  January 1, 1999 and end on December  31, 1999 and 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.
         3.       Compensation.
                  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 $160,000, 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.
                  b. Bonus.  In addition to base salary,  the Employee  shall be
entitled  to receive a potential  annual  bonus of  $120,000,  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.
                  c. Other Benefits.  The Employee shall also receive such other
customary employee "fringe" benefits as are afforded generally by the Company to
its senior personnel, including grants of stock options and participation in the
Company's deferred compensation program.
         4. Duties.  The Employee shall continue to perform the duties of Senior
Vice President - Product Development and Merchandising of the Company and shall,
under the direction of the President,  faithfully and to the best of his ability
perform  such  duties  and such  other  duties  and  responsibilities  as may be
reasonably assigned by the President from time to time,  including service as an
officer or 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. 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 President.
         6.       Restrictive Covenants.
                  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 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).
                  b. Non-solicitation  Agreement.  Except with the prior consent
in writing of the Company, the Employee shall not directly or indirectly hire or
employ in any capacity or solicit the  employment  of or offer  employment to or
entice away or in any other  manner  persuade or attempt to persuade  any person
employed by the Company or any of its subsidiaries to leave the employ of any of
them.  This Agreement  shall remain in full force and effect for a period of two
years after the Term.
                  c.  Confidential  Information.  The Employee further agrees to
keep confidential and not use for his personal benefit or for any other person's
benefit any and all proprietary information received by the Employee relating to
inventions,  products, production methods, financial matters, sources of supply,
markets,  marketing  methods and  customers of the Company on the date hereof or
developed  by or for it during the Term.  This  Agreement  shall  remain in full
force and effect after the Term without limit in point of time,  but shall cease
to apply to information that legitimately comes into the public domain.
                  d. Specific  Enforcement.  It is agreed and  understood by the
parties  hereto that, in view of the nature of the business of the Company,  the
restrictions  in subsections a., b. and c. above are reasonable and necessary to
protect the legitimate interests of the Company,  monetary damages alone are not
an adequate remedy for any breach of such provisions,  and any violation thereof
would  result in  irreparable  injuries to the Company.  The Employee  therefore
acknowledges  that, in the event of his  violation of any of such  restrictions,
the Company shall be entitled to obtain from any court of competent jurisdiction
preliminary and permanent  injunctive relief as well as damages and an equitable
accounting  of all  earnings,  profits  and  other  benefits  arising  from such
violation,  which rights shall be cumulative and in addition to any other rights
or remedies to which the Company may be entitled.
                  e.  Severability  and Extension.  If the period of time or the
area  specified in subsection a. above is determined to be  unreasonable  in any
proceeding,  such  period  shall be reduced by such number of months or the area
shall be reduced by the  elimination of such portion  thereof,  or both, so that
such  restrictions  may be  enforced  for  such  time  and in  such  area  as is
determined to be reasonable.  If the Employee  violates any of the  restrictions
contained in subsection a. above, the restrictive  period shall not run in favor
of the Employee from the time of the  commencement  of any such violation  until
such time as such violation shall cease.
         7.       Termination of Employment and Severance Payments.
                  a.  Termination  for Cause.  During the Term,  the Company may
terminate the Employee's  employment  under this Agreement at any time for Cause
(as  hereinafter  defined) upon written notice  specifying the cause and date of
termination.  Payments  under  this  Agreement  shall  cease  as of the  date of
termination for Cause. For this purpose,  "Cause" means gross or willful neglect
of  duty  which  is  not  corrected  after  30  days'  written  notice  thereof;
misconduct,  malfeasance,  fraud or dishonesty  which  materially  and adversely
affects the Company or its  reputation in the industry;  or the  commission of a
felony or a crime involving moral turpitude.
                  b. Termination without Cause. During the Term, the Company may
terminate the  Employee's  employment  under this  Agreement at any time for any
reason other than Cause upon written  notice  specifying the date of termination
and the Employee  shall be entitled to the payments  provided under this Section
7(b). In the event the Company terminates the Employee's  employment for reasons
other than Cause (which includes termination by the Company for what the Company
believes to be Cause when it is  ultimately  determined  that the  Employee  was
terminated without cause), then the Employee shall receive severance payments as
follows: (i) the Employee shall continue to receive his base salary on a monthly
basis for the remainder of the calendar year in which such termination occurred,
(ii) the Employee  shall be paid an annual bonus for the calendar  year in which
such  termination  occurred  equal to the  average  of the  bonuses  paid to the
Employee  for the three  fiscal years  preceding  the year in which  termination
occurred (which bonus shall be payable within ninety days after the close of the
fiscal year in which such termination occurs), and (iii) during the two calendar
years following the year in which such  termination  occurs,  the Employee shall
receive  annual  severance  pay  equal  to the  base  salary  in  effect  at the
termination  of  employment  plus an amount  equal to the average of the bonuses
paid to the  Employee for the three  fiscal  years  preceding  the year in which
employment is terminated,  which annual severance pay shall be paid on a monthly
basis during the two years  following the  termination of  employment.  If there
shall take place a Change in Control (as defined in Section 7(d)) of the Company
on or before  termination  of  Employment,  the  Employee  shall be  entitled to
receive the total severance pay provided for under this Section 7(b) in a single
payment on the date of such  Employee's  termination,  or if a Change in Control
occurs after the date of such  Employee's  termination,  the  Employee  shall be
entitled to receive the total  severance  pay  remaining to be paid  pursuant to
this  Section  7(b) in a single  payment  on the date when a Change  in  Control
occurs.  In the event the  independent  accountants  acting as auditors  for the
Company  on the  date  of a  Change  in  Control  (or  another  accounting  firm
designated  by them)  determine  that such single  payment,  together with other
compensation  received  by the  Employee  that is a  contingent  on a Change  in
Control,  would  constitute  "excess  parachute  payments" within the meaning of
Section 280G of the Internal  Revenue Code of 1986,  as amended and  regulations
thereunder,  the single  payment to the Employee shall be reduced to the maximum
amount  which  may  be  paid  without  such  payments  being  "excess  parachute
payments".
                  c.  Termination  in  Event  of  Death  or  Disability.  If the
Employee dies or becomes  disabled  during the Term, his  employment  under this
Agreement shall  terminate and payments of base salary  hereunder shall cease as
of the end of the month in which such event shall  occur.  For  purposes of this
Agreement,  the  Employee  shall be  deemed  to be  disabled  if he is unable to
perform his duties  hereunder for any period of four  consecutive  months or for
six  months  in  any  twelve-month  period.  If  the  Employee's  employment  is
terminated  hereunder  pursuant to this Section 7(c), the Employee or Employee's
estate  shall be  entitled to a bonus  payment in an amount  equal to the amount
determined by multiplying  the bonus which would otherwise have been payable for
the full year by a fraction,  the  numerator  of which is the number of days the
Employee was employed  during such fiscal year and the  denominator  of which is
365. Such bonus shall be payable  ninety days after the close of the fiscal year
in which Employee dies or becomes disabled.
                  d.  Termination  on Change of Control.  By delivering 15 days'
written  notice to the Company,  Employee may terminate his  employment for Good
Reason  under  this  Agreement  at any time  within  one year  after a Change in
Control  and the  Employee  shall be  entitled to the  payments  provided  under
Section  7(e).  "Good  Reason"  means a change  in  circumstances  described  in
(i),(ii),(iii),(iv) or (v):
                  (i)      The Employee's base salary is reduced,
                  (ii) The Employee is not in good faith  considered for a bonus
                  as  described  in  Section  3b.,  (iii) The  Company  fails to
                  provide  customary  employee  fringe  benefits  as required by
                  Section
         3c.,
                  (iv) The  Employee's  place of  employment  is  relocated to a
         location  further  than 100  miles  from  Employee's  current  place of
         employment,  which  is  1641  Fairystone  Park  Highway,   Stanleytown,
         Virginia 24168, or
                  (v)  The   Employee's   working   conditions   or   management
         responsibilities are substantially diminished (other than on account of
         the Employee's disability, as defined in Section 7c).
However, if the Employee consents in writing to a change in circumstance,  "Good
Reason" as defined above, will not include the change in circumstance  consented
to by the Employee.  "Change of Control" means an event  described in (i), (ii),
(iii), or (iv):
                  (i) The acquisition by a Group of Beneficial  Ownership of 35%
         or more of the Stock or the Voting Power of the Company,  but excluding
         for this purpose: (A) any acquisition by the Company (or a subsidiary),
         or an employee  benefit plan of the  Company;  (B) any  acquisition  of
         Stock of the Company by management employees of the Company; or (C) the
         ownership  of Stock by a Group  that  owns 10% or more of the  Stock or
         Voting  Power of the Company on the date of this  Agreement;  provided,
         however,  the  acquisition of additional  Stock by any such Group in an
         amount  greater  than 5% of the then  outstanding  Stock  shall  not be
         excluded and shall  constitute a Change of Control.  "Group"  means any
         individual,  entity or group within the meaning of Section  13(d)(3) or
         14(d)(2)  of the  Securities  Exchange  Act of 1934,  as  amended  (the
         "Act"),   "Beneficial   Ownership"   has  the  meaning  in  Rule  13d-3
         promulgated under the Act, "Stock" means the then outstanding shares of
         common  stock of the  Company,  and "Voting  Power"  means the combined
         voting  power of the  outstanding  voting  securities  entitled to vote
         generally in the election of directors.
                  (ii)  Individuals who constitute the board of directors of the
         Company on the date of this Agreement (the "Incumbent  Board") cease to
         constitute at least a majority of the board of directors of the Company
         (the "Board"), provided that any director whose nomination was approved
         by a majority of the  Incumbent  Board shall be  considered a member of
         the  Incumbent  Board unless such  individual's  initial  assumption of
         office is in connection with an actual or threatened  election  contest
         (as such terms are used in Rule 14a-11 of  Regulation  14A  promulgated
         under the Act).
                  (iii)  Approval  by  the  shareholders  of  the  Company  of a
         reorganization,  merger or  consolidation,  in each case,  in which the
         owners of more than 50% of the Stock or Voting  Power of the Company do
         not,   following   such   reorganization,   merger  or   consolidation,
         beneficially own, directly or indirectly, more than 50% of the Stock or
         Voting Power of the  corporation  resulting  from such  reorganization,
         merger or consolidation.
                  (iv) A complete  liquidation  or dissolution of the Company or
         of its sale or other  disposition  of all or  substantially  all of the
         assets of the Company.
                  e. Severance  Payments.  The Employee shall be entitled to the
severance  payment  provided in this  Section 7(e) in the event (i) the Employee
terminates employment on or after the occurrence of a Change in Control pursuant
to Section 7(d),  (ii) the Employee's  employment  terminates as a result of the
Company's  delivery of a Termination  Notice, or (iii) the Employee  voluntarily
terminates his  employment and the Company elects to make severance  payments in
order to have the  non-competition  covenant in Section 6(a)  effective.  In the
event the Employee is entitled to severance  payment  pursuant to the  foregoing
sentence,  the Employee shall receive an annual  severance pay equal to the base
salary in effect at the  termination  of employment  plus an amount equal to the
average of the bonuses paid to the Employee for the three fiscal years preceding
the year in which employment is terminated,  which annual severance pay shall be
paid on a monthly  basis  during  the two years  following  the  termination  of
employment.  If there  shall take place a Change in Control of the Company on or
before termination of Employment,  the Employee shall be entitled to receive the
total  severance pay provided for under this Section 7(e) in a single payment on
the date of such Employee's termination,  or if a Change in Control occurs after
the date of such  Employee's  termination,  the  Employee  shall be  entitled to
receive the total  severance  pay  remaining to be paid pursuant to this Section
7(e) in a single  payment  on the date when a Change in Control  occurs.  In the
event the independent accountants acting as auditors for the Company on the date
of a Change in Control (or another accounting firm designated by them) determine
that such  single  payment,  together  with other  compensation  received by the
Employee that is a contingent on a Change in Control,  would constitute  "excess
parachute  payments"  within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended and regulations  thereunder,  the single payment to the
Employee  shall be reduced to the maximum  amount which may be paid without such
payments being "excess parachute payments".
         8.  Vacation.  During the Term,  the  Employee  shall be  entitled to a
vacation in each calendar year in  accordance  with the Company's  policy during
which vacation his compensation shall be paid in full.
         9. Insurance. During the Term, the Company will continue to include the
Employee and his eligible  dependents as insureds  under its existing  insurance
policies on the same terms and conditions and with the same benefits as those in
effect  on the date  hereof;  provided,  however,  that the  forgoing  shall not
prohibit the Company from adopting  alternative benefit packages and programs so
long as the benefits thereunder,  considered in the aggregate, are comparable to
the benefits provided to similarly situated employees of the Company.
         10. Notice.  All notices,  requests,  demands and other  communications
hereunder shall be in writing and shall be effective upon the mailing thereof by
registered or certified mail, postage prepaid, and addressed as set forth below:
                  a. If to the Company:

                              Stanley Furniture Company, Inc.
                              Route 57, P.O. Box 30
                              Stanleytown, Virginia  24168

                              Attention: President

                  b. If to the Employee:

                              Kelly S. Cain
                              1400 Whittler Road
                              Martinsville, Virginia 24112


         Any party may change the address to which  notices are to be  addressed
by giving the other party written notice in the manner herein set forth.
         11.  Waiver  of  Breach.  Waiver  by  either  party of a breach  of any
provision  of this  Agreement  by the other shall not operate as a waiver of any
subsequent breach by such other party.
         12. Entire Agreement.  This Agreement  contains the entire agreement of
the parties in this matter and supersedes any other agreement,  oral or written,
concerning the employment or compensation of the Employee by the Company. It may
be changed only by an agreement in writing signed by both parties hereto.
         13. Governing Law.  This Agreement shall be governed by the laws of the
Commonwealth of Virginia.
         14. Benefit.  This Agreement shall be binding upon and inure to the 
benefit of and shall be enforceable  by and against the Company, its successors
and assigns, and the Employee, his heirs, beneficiaries and legal
representatives.
         IN WITNESS  WHEREOF,  the Employee and the Company have  executed  this
Agreement as of the day and year above written.

                                            STANLEY FURNITURE COMPANY, INC.



                                            By:
                                                  Albert L. Prillaman
                                                  President




                                                  Kelly S. Cain