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                                                                  EXHIBIT 10.3.2

                            GUST COMPLIANCE AMENDMENT
                       GENERALLY EFFECTIVE JANUARY 1, 2001
                    TO THE HAVERTY FURNITURE COMPANIES, INC.
                                   THRIFT PLAN
                     (AS RESTATED EFFECTIVE JANUARY 1, 2001)

         This GUST COMPLIANCE AMENDMENT GENERALLY EFFECTIVE JANUARY 1, 2001 (the
"Amendment") to the HAVERTY FURNITURE COMPANIES, INC. THRIFT PLAN (restated
effective January 1, 2001) (the "Plan") is adopted this 29th day of January,
2003, by HAVERTY FURNITURE COMPANIES, INC., as Plan sponsor (the "Employer").

                                R E C I T A L S:

         WHEREAS, the Employer established the Plan effective January 1, 1985.
The Plan was last restated effective as of January 1, 2001, for which a timely
application for a favorable determination letter was submitted to the Internal
Revenue Service (the "Service") on behalf of the Plan;

         WHEREAS, pursuant to its review of the Plan's application for a
favorable determination letter, the Service requires that the Plan be amended to
incorporate the model amendments to the Qualified Transportation Fringes
pursuant to Notice 2001-37 and Section 132(f) of the Internal Revenue Code of
1986, as amended (the "Code") and other provisions applicable to GUST;

         WHEREAS, the Plan reserves to the Employer the authority to amend the
Plan;

         WHEREAS, the Employer has authorized the amendment of the Plan to
comply with applicable provisions of the law;

         NOW THEREFORE, in consideration of these recitals, the Employer hereby
amends the Plan generally effective January 1, 2001, as follows:

                                       1.

                  Section 1.8 "Compensation" is hereby amended by replacing
         Subsection (b) thereof with the following:

                           (b) including amounts which are contributed by the
                  Employer pursuant to a salary reduction agreement and which
                  are not includible in the gross income of the Participant
                  under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B),
                  403(b) or 457(b), and Employee contributions described in Code
                  Section 414(h)(2) that are treated as Employer contributions.

                                       2.

                  Section 1.25 "415 Compensation" is hereby amended by adding to
         the end of the 2nd paragraph thereof the following:

                  For Plan Years beginning after December 31, 2000, for purposes
                  of this Section, the determination of "415 Compensation" shall

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                  include any amounts which are not includible in the gross
                  income of a Participant under Code Section 132(f)(4).

                                       3.

                  Section 1.26 "414(s) Compensation" is hereby amended by
         replacing the 2nd paragraph thereof with the following:

                           For purposes of this Section, the determination of
                  "414(s) Compensation" shall be made by including amounts which
                  are contributed by the Employer pursuant to a salary reduction
                  agreement and which are not includible in the gross income of
                  the Participant under Code Sections 125, 132(f)(4), 402(e)(3),
                  402(h)(1)(B), 403(b) or 457(b), and Employee contributions
                  described in Code Section 414(h)(2) that are treated as
                  Employer contributions.

                                       4.

                  Section 1.27 "Highly Compensated Employee" is hereby amended
         by replacing the 1st sentence of the 6th paragraph thereof with the
         following:

                           For purposes of this Section, the determination of
                  "415 Compensation" shall be made by including amounts which
                  are contributed by the Employer pursuant to a salary reduction
                  agreement and which are not includible in the gross income of
                  the Participant under Code Sections 125, 132(f)(4), 402(e)(3),
                  402(h)(1)(B), 403(b) or 457(b), and Employee contributions
                  described in Code Section 414(h)(2) that are treated as
                  Employer contributions.

                                       5.

                  Section 1.33 "Key Employee" is hereby amended by replacing the
         last paragraph thereof with the following:

                  For purposes of this Section, the determination of "415
         Compensation" shall be made by including amounts which are contributed
         by the Employer pursuant to a salary reduction agreement and which are
         not includible in the gross income of the Participant under Code
         Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and
         Employee contributions described in Code Section 414(h)(2) that are
         treated as Employer contributions.

                                        2

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                                       6.

                  Section 1.32(a)(1) is hereby amended by replacing the language
         thereof with the following:

                           (1) a non-integrated employer contribution rate of at
                  least 10% of compensation, as defined in Code Section
                  415(c)(3), but including amounts which are contributed by the
                  Employer pursuant to a salary reduction agreement and which
                  are not includible in the gross income of the Participant
                  under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B),
                  403(b) or 457(b), and Employee contributions described in Code
                  Section 414(h)(2) that are treated as Employer contributions.

         Except as changed by this Amendment, the provisions of the Plan remain
in full force and effect. The Plan may be restated to incorporate the provisions
of this Amendment.

         IN WITNESS WHEREOF, the Employer has caused this Amendment to be
executed on its behalf by its duly authorized officers as of the date first
above written.

                                                "Employer"

Attested:      /s/ Jenny Hill Parker            By: /s/ Clarence H. Smith
          ------------------------------            ----------------------------

Title:   Vice President, Secretary &            Title: President and Chief
         Treasurer                                     Executive Officer