Exhibit 10.31

                       EIGHTH AMENDMENT TO SECOND AMENDED
                     AND RESTATED REVOLVING CREDIT AGREEMENT


         THIS EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT
FACILITY dated as of December 18, 2001 (the "Eighth 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, a Fourth  Amendment to Second  Amended and Restated  Revolving  Credit
Agreement dated as of February 24, 1998, a Fifth Amendment to Second Amended and
Restated  Revolving  Credit  Agreement  dated  as of  March  10,  1999,  a Sixth
Amendment to Second Amended and Restated  Revolving Credit Agreement dated as of
March 30, 2000 and a Seventh Amendment to Second Amended and Restated  Revolving
Credit Agreement dated as of March 31, 2000 (as amended, the "Loan Agreement").

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

C. 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 in the following respects:

       1.  Section 7.01(d) is amended to read as follows:

             "(d) Annual Projections. As soon as
             practical and in any event by December 31 of each
             year, deliver to the Lender internally prepared
             operating and cash flow projections for the Borrower
             for the succeeding fiscal year, prepared in a form
             satisfactory to the Lender; provided, however, the
             operating and cash flow projections for fiscal year
             2002 may be submitted on or before February 15, 2002
             instead of on December 31, 2001."

       2.  Section 8.01(b)(c) is amended by replacing the amount "$500,000" with
           the amount of "$15,000,000".

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

   D. This Eighth 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.

         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 /s/Anita W. Wimmer                    By /s/Douglas I. Payne
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Title Treaurer                           Title  EVP - Finance and Administration
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         (CORPORATE SEAL)



                             NATIONAL BANK OF CANADA


                             By /s/Bill Handley
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                             Title Vice President and Manager
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                             By
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                             Title
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