Exhibit
      3.1





**RESTATED
      CERTIFICATE OF INCORPORATION**


**OF**


**STANLEY
      FURNITURE COMPANY, INC.**





(As
      amended as of May 6, 2005)








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





SECOND:
      The registered office of the corporation is located at 1013 Centre Road,
      Wilmington, Delaware 19805 (County of New Castle). The name of its registered
      agent at that address is The Prentice-Hall Corporation System, Inc.





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 26,000,000 shares which are divided into
      two classes as follows:





Twenty-Five
      Million (25,000,000) 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.





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.





FIFTH:
      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:





(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.





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.





SIXTH:
      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.





SEVENTH:
      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.





EIGHTH:
      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.