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              AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


     THIS AMENDMENT NO. 1 dated as of the 1st day of October,
1996 to the Employment Agreement, dated as of January 1, 1991
(the "Original Agreement") between ALBERT L. PRILLAMAN
("Employee") and STANLEY FURNITURE COMPANY, INC., a Delaware
corporation (the "Company"), formerly Stanley Interiors
Corporation.
     The parties hereto desire to amend the Original Agreement. 
Except as provided herein, all terms used in this Amendment have
the same meaning as in the Original Agreement.
     NOW THEREFORE, in consideration of the foregoing and the
covenants and agreement set forth herein, the parties hereto,
intending to be legally bound, agree as follows:
     1.   Section 2 of the Employment Agreement is deleted in its
entirety and the following inserted in lieu thereof:
          Term.  The term of employment under this Agreement (the
          "Term") shall commence January 1, 1996 and end on
          December 31, 1996 and shall continue thereafter unless
          either party gives notice (a "Termination Notice") on
          or before November 1 of any 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(b) is deleted in its entirety and the
following inserted in lieu thereof:
               b.  Bonus.  In addition to base salary, the
          Employee shall be entitled to receive an annual
          bonus which shall not exceed 80% of his then
          current base salary.  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.  

      3.  Section 4 shall be amended by deleting the words "and
of Stanley Holding Corporation, a Delaware corporation
("Holding")" and replacing the words "the Company's operating
subsidiaries" with "any operating subsidiaries of the Company". 
     4.   Section 6a shall be deleted in its entirety and the
following inserted in lieu thereof:
          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).

      5.  Section 6b is deleted in its entirety and the following
inserted in lieu thereof:
          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.  

      6.  Section 7 is deleted in its entirety and the following
inserted in lieu thereof:
      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
          ("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 minimum extent necessary so that no portion
          thereof shall be subject to the excise tax imposed
          by Section 280G but only if by reason of, and
          giving effect to such reduction, the Employees
          net after-tax benefit will exceed the Employees
          net after-tax benefit if such reduction were not
          made. 

          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 under this
          Agreement at any time within two years after a
          Change in Control and the Employee shall be
          entitled to the payments provided under Section
          7(e).  "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 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 minimum extent
          necessary so that no portion thereof shall be
          subject to the excise tax imposed by Section 280G
          but only if by reason of, and giving effect to
          such reduction, the Employees net after-tax
          benefit will exceed the Employees net after-tax
          benefit if such reduction were not made.

      7.  Section 10 is amended by changing the reference to
"Stanley Interiors Corporation" to "Stanley Furniture Company,
Inc."
      8.  Section 12 is amended by deleting the words "Holding
or" in the first sentence thereof.
      9.  This Amendment shall be governed by and construed in
accordance with its laws of the Commonwealth of Virginia without
regard to the conflict of laws rules thereof.
     10.  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.
     11.  The Original Agreement as amended hereby and this
Amendment shall be read together to constitute one agreement. 
The parties hereto agree that the Original 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:                                
                                   Name:
                                   Title:


                                                              
                               Albert L. Prillaman





10QExh10.4