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                                                                   EXHIBIT 10D


                  BASSETT FURNITURE INDUSTRIES, INCORPORATED

            1993 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED

        1.     PURPOSE.  This Plan is intended to provide Directors who are
not employees of the Company a sense of proprietorship and personal
involvement in the development and financial success of the Company and to
encourage such Directors to remain with and to devote their best efforts to
the Company.

        2.     DEFINITIONS.  Whenever used in the Plan, unless the context
clearly indicates otherwise, the following terms shall have the following
meanings:

               (a)    "Award" means an award pursuant to Sections 8 through 10
        of the Plan.

               (b)    "Automatic Award Date" means April 1 of each year.

               (c)    "Board" or "Board of Directors" means the Board of
        Directors of the Company.

               (d)    "Common Stock" means the Common Stock, $5.00 par value,
        of the Company and any other stock or securities resulting from the
        adjustment thereof or substitution therefor as described in Section 11
        below.

               (e)    "Company" means Bassett Furniture Industries,
        Incorporated, a Virginia corporation, and any corporation succeeding
        to the Company's rights and obligations hereunder.

               (f)    "Compensation" means the annual fee payable by the
        Company to a Director for a year of service as a Director without
        reduction for withholding taxes and exclusive of (i) reimbursement for
        expenses, (ii) meeting attendance fees and (iii) the value of any
        fringe benefits which the Director receives or is entitled to receive
        as a Director of the Company.

               (f)    "Director" means a member of the Board of Directors of
        the Company who is not a regular employee of the Company or its
        subsidiaries.

               (h)    "Disability" means the condition which results when an
        individual has become permanently and totally disabled within the
        meaning of Section 72(m)(7) of the Internal Revenue Code of 1986.

               (i)    "Election" means an election to receive an Award made
        pursuant to Section 9 of the Plan.

               (j)    "Elective Award" means an award made pursuant to an
        Election under Section 9 of the Plan.



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               (k)    "Exchange Act" means the Securities Exchange Act of
        1934, as amended.

               (l)    "Fair Market Value", with respect to a share of the
        Common Stock on a particular date, shall be (i) if such Common Stock
        is listed on a national securities exchange or a foreign securities
        exchange or traded on the NASDAQ National Market System, the closing
        sale price of the Common Stock on said date on the national securities
        exchange, the foreign securities exchange or the NASDAQ national
        Market System on which the Common Stock is principally traded, or, if
        no sales occur on said date, then on the next preceding date on which
        there were such sales of Common Stock, or (ii) if the Common Stock
        shall not be listed on a national securities exchange or a foreign
        securities exchange or traded on the NASDAQ National Market System,
        the mean between the highest and lowest prices reported by the
        National Association of Securities Dealers, Inc. for the
        over-the-counter market on said date or, if the highest and lowest
        prices are not reported on said date, then on the next preceding date
        on which there were such quotations, or (iii) if at any time
        quotations for the Common Stock shall not be reported by the National
        Association of Securities Dealers, Inc. for the over-the-counter
        market and the Common Stock shall not be listed on any national
        securities exchange or any foreign securities exchange or traded on
        the NASDAQ National Market System, the fair market value based on
        quotations for the Common Stock by market makers or other securities
        dealers as determined by the Board of Directors in such manner as the
        Board may deem reasonable.

               (m)    "Option" means a stock option granted pursuant to this
        Plan.

               (n)    "Optionee" means the person to whom an Option is
        granted.

               (o)    "Option Price" is defined in Section 6.

               (p)    "Plan" means this 1993 Stock Plan for Non-Employee
        Directors, as in effect from time to time.

               (q)    "Stock Option Agreement" means the written agreement
        between an Optionee and the Company evidencing the grant of an Option
        under the Plan and setting forth or incorporating the terms and
        conditions thereof.

        3.     ADMINISTRATION. The Plan shall be administered by the Board of
Directors. The Board shall have all of the powers necessary to enable it
properly to carry out its duties under the Plan, including but not limited to
the power and duty to construe and interpret the Plan and to determine all
questions that shall arise under the Plan, which interpretations and
determinations shall be conclusive and binding upon all persons. Subject to
the express provisions of the Plan, the Board may establish from time to time
such regulations, provisions and procedures which in its opinion may be
advisable in the administration of the Plan.

        Notwithstanding the foregoing or any other provision of this Plan to
the contrary, no discretion concerning decisions regarding the Plan shall be
afforded to a person who is not a


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"disinterested person" (as defined in the rules and regulations of the
Securities and Exchange Commission under Section 16 of the Act, as in effect
from time to time). In the event that it is necessary for the proper
administration of the Plan to exercise any such discretion, and the Board is
so precluded from exercising such discretion, the Board may delegate any
authority to exercise such discretion to a person or committee of persons,
each of whom is a "disinterested person" as so defined.

        4.     ELIGIBILITY; OPTION GRANTS. Each Director shall automatically
be granted an option to purchase 2,500 shares of the Common Stock upon his or
her initial election to the Board of Directors, and shall automatically be
granted an option to purchase 1,000 shares of Common Stock on the Automatic
Award Date of each year beginning on April 1, 1994; provided, however, that
such automatic grants shall be (i) made pro rata to all Directors if on the
date of a grant there shall not be a number of shares sufficient to make all
such grants and (ii) subject to adjustment or substitution pursuant to Section
11 hereof from the date hereof, irrespective of whether such option has been
granted.

        5.     SHARES AVAILABLE. The Board of Directors shall reserve for the
purposes of the Plan, and by adoption of the Plan does hereby reserve, out of
the authorized but unissued Common Stock, a total of 125,000 shares of Common
Stock of the Company (subject to adjustment or substitution pursuant to
Section 11 hereof). In the event that an Option granted or Award under the
Plan to any Director expires or is terminated unexercised or is forfeited as
to any shares covered thereby, such shares shall again be available for the
granting of Options or Awards under the Plan.

        6.     OPTION PRICE. The price at which each share of Common Stock
(subject to adjustment pursuant to Section 11 hereof) may be purchased upon
the exercise of an Option (the "Option Price") shall be the Fair Market Value
of the shares of Common Stock subject to the Option on the date such Option is
granted.

        7.     EXERCISE OF OPTIONS.

               (a)    Each option granted under the Plan by its terms shall
        require the Director granted such option to remain available to serve
        as a Director of the Company for six months from the date of the grant
        of such option before the right to exercise any part of such option
        will accrue. A Director may thereafter exercise any or all of such
        option until the expiration or termination of the option; provided,
        that not less than 100 shares may be purchased at any one time unless
        the number of shares purchased is the total number at such time
        purchasable under the option. Subject to earlier termination as
        provided herein, all options granted under this Plan shall expire ten
        years from the date of grant thereof.

               (b)    If an optionee shall cease to be a Director of the
        Company otherwise than by reason of such optionee's death or
        Disability or a Change of Control (as hereinafter defined), then,
        subject to Subsection 7(a) hereof, the option shall be exercisable at
        any time prior to the earlier of (i) the expiration date of such
        option or (ii) that date which is three years from the date such
        optionee ceases to be a Director, such three month period



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        to include the date on which such termination occurs. If an Optionee
        ceases to be a Director of the Company as a result of such optionee's
        death or Disability, then, subject to Subsection 7(a) hereof, the
        option shall be exercisable at any time prior to the earlier of (i)
        the expiration date of such option or (ii) that date which is one year
        from the date such optionee ceases to be a Director. If an optionee
        ceases to be a Director by reason of a Change of Control, then such
        option shall be exercisable in full, whether or not it is exercisable
        on the date of such termination, at any time prior to the earlier of
        (i) the expiration date of such option or (ii) that date which is one
        year from the date such optionee ceases to be a Director.

               (c)    Each Option granted under the Plan by its terms shall
        not be transferable by the Optionee otherwise than by will, or if the
        Optionee dies intestate, by the laws of descent and distribution, and
        such Option shall be exercisable during such Optionee's lifetime only
        by such Optionee. In the event of the death of an Optionee, then,
        subject to Subsection 7(a) hereof, such Optionee's Options shall be
        exercisable to the extent herein provided by the executor or personal
        representative of the Optionee's estate or by any person who acquired
        the right to exercise such Option by bequest under the Optionee's will
        or by inheritance.

               (d)    Each Option shall be confirmed by a Stock Option
        Agreement executed by the Company and by the Optionee to whom such
        Option is granted.

               (e)    The Option Price for each share of Common Stock
        purchased pursuant to the exercise of each Option shall, at the time
        of the exercise of the Option, be paid in full in cash or equivalent.
        An Option shall be deemed exercised only when written notice of such
        exercise, together with payment of the Option Price, is received from
        the Optionee by the Company at its principal office. No Optionee shall
        have any rights as a shareholder of the Company with respect to Common
        Stock issuable pursuant to such Optionee's Option until such Option is
        duly exercised.

               (f)    To the extent that an Option is not exercised within the
        period of time prescribed therefor as set forth in the Plan, the
        Option shall lapse and all rights of the Optionee thereunder shall
        terminate.

        8.     AUTOMATIC SHARE AWARDS. As of each Automatic Award Date, each
Director shall receive, in lieu of 50% of the Director's Compensation, the
number of shares of Common Stock determined by dividing (i) an amount equal to
50% of the Director's Compensation by (ii) the Fair Market Value of a share of
the Common Stock on the Award Date.

        9.     ELECTIVE GRANT OF COMMON STOCK. Each Director may, in addition
to the automatic share awards provided for in Section 8, elect to receive a
percentage of the Director's remaining Compensation in the form of Common
Stock. The election may be for any percentage of the Director's remaining
Compensation (after reduction for the automatic share award provided for in
Section 8) up to 100%. Such election must specify the percentage of the
Director's remaining Compensation that is to be paid in Common Stock and must
be made in writing no later than September 1 of the year in which the election
is made. The Director will



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receive his or her Elective Grant of Common Stock on October 1 of such year.
The total number of shares of Common Stock to be issued pursuant to an
Elective Award shall be determined by dividing the amount of the Director's
Compensation that is to be paid in Common Stock by the Fair Market Value of a
share of the Common Stock on the date the Award is made.

        10.    FRACTIONAL SHARES. In no event shall the Company be required to
issue fractional shares. Whenever under the terms of Section 8 or 9 a
fractional share of Common Sock would otherwise be required to be issued, an
amount in lieu thereof shall be paid in cash based upon the Fair Market Value
of such fractional share on the date of the Award.

        11.    ADJUSTMENT OF NUMBER OF SHARES. In the event that a dividend
shall be declared upon the Common Stock payable in shares of Common Stock, the
number of shares of Common Stock then subject to any Option or Award and the
number of shares reserved for issuance pursuant to the Plan but not yet
covered by an Option or an Award shall be adjusted by adding to each such
share the number of shares which would be distributable thereon if such share
had been outstanding on the date fixed for determining the shareholders
entitled to receive such stock dividend. In the event that the outstanding
shares of Common Stock generally shall be changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company
or of another corporation, or changed into or exchanged for cash or property
or the right to receive cash or property (but not including any dividend
payable in cash or property other than a liquidating distribution), whether
through reorganization, recapitalization, stock split-up, combination of
shares, merger or consolidation, then there shall be substituted for each
share of Common Stock subject to any Option or Award, and for each share of
Common Stock reserved for issuance pursuant to the Plan but not yet covered by
an Option or an Award, the number and kind of shares of stock or other
securities or cash or property or the right to receive cash or property into
which each outstanding share of Common Stock shall be so changed or for which
each such share shall be exchanged. In the case of any such substitution or
adjustment as provided for in this Section 11, the aggregate Option Price for
each share or shares covered thereby prior to such substitution or adjustment
shall be the aggregate Option Price for all shares of stock or other
securities or cash or property or the right to receive cash or property which
shall have been substituted for such share or shares or to which such share or
shares shall have been adjusted pursuant to this Section 11. No adjustment or
substitution provided for in this Section 11 shall require the Company in any
Stock Option Agreement or Elective Award Agreement to issue a fractional share
and the total substitution or adjustment with respect to each Stock Option
Agreement or Elective Award Agreement shall be limited accordingly.

        12.    CHANGE OF CONTROL.

               (a)    In the event of a Change of Control (as defined below)
        of the Company, all Stock Options then outstanding shall become fully
        exercisable as of the date of the Change of Control, whether or not
        then exercisable, subject to the limitation that any Stock Option
        which has been outstanding less than six months on the date of the
        Change of Control shall not be afforded such treatment.

               (b)    A "Change of Control" of the Company means, and shall be
        deemed to have occurred upon any of the following events:




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                      (i)    The acquisition by any person, individual, entity
               or "group" (within the meaning of Section 13(d)(3) or 14(d)(2)
               of the Exchange Act) (collectively, Persons) of beneficial
               ownership (the phrases "beneficial ownership", "beneficial
               owners" and "beneficially owned" as used herein being within
               the meaning of Rule 13d-3 promulgated under the Exchange Act)
               of 30% or more of either (i) the then outstanding shares of
               common stock of the Company (the Outstanding Company Common
               Stock) or (ii) the combined voting power of the then
               outstanding voting securities of the Company entitled to vote
               generally in the election of directors (the Outstanding Company
               Voting Securities); provided, however, that the following
               acquisitions shall not constitute a Change of Control: (i) any
               acquisition directly from the Company, (ii) any acquisition by
               the Company or any of its subsidiaries, (iii) any acquisition
               by any employee benefit plan (or related trust) sponsored or
               maintained by the Company or any of its subsidiaries, (iv) any
               acquisition by any corporation with respect to which, following
               such acquisition, more than 75% of, respectively, the then
               outstanding shares of common stock of such corporation and the
               combined voting power of the then outstanding voting securities
               of such corporation entitled to vote generally in the election
               of directors are then beneficially owned by all or
               substantially all of the Persons who were the beneficial
               owners, respectively, of the Outstanding Company Common Stock
               and Outstanding Company Voting Securities immediately prior to
               such acquisition in substantially the same proportions as their
               beneficial ownership, immediately prior to such acquisition, of
               the Outstanding Company Common Stock and Outstanding Company
               Voting Securities, as the case may be; or

                      (ii)   Individuals who, as of August 2, 1989, constitute
               the Board of Directors of the Company (the Incumbent Board)
               cease for any reason to constitute at least a majority of the
               Board of Directors; provided, however, that any individual who
               becomes a director subsequent to August 2, 1989 and whose
               election, or whose nomination for election by the Company's
               shareholders, to the Board of Directors was approved by a vote
               of at least a majority of the directors then comprising the
               Incumbent Board shall be considered as though such individual
               were a member of the Incumbent Board, but excluding, for this
               purpose, any such individual whose initial assumption of office
               occurs as a result of either an actual or threatened election
               contest (as such terms are used in Rule 14a-11 of Regulation
               14A promulgated under the Exchange Act), other actual or
               threatened solicitation of proxies or consents or an actual or
               threatened tender offer; or

                      (iii)  Approval by the shareholders of the Company of a
               reorganization, merger or consolidation, in each case, with
               respect to which all or substantially all of the Persons who
               were the beneficial owners, respectively, of the Outstanding
               Company Common Stock and Outstanding Company Voting Securities
               immediately prior to such reorganization, merger or
               consolidation do not, following such reorganization, merger or
               consolidation, beneficially own more




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               than 75% of, respectively, the then outstanding shares of
               common stock and the combined voting power of the then
               outstanding voting securities entitled to vote generally in the
               election of directors, as the case may be, of the corporation
               resulting from such reorganization, merger or consolidation in
               substantially the same proportions as their beneficial
               ownership, immediately prior to such reorganization, merger or
               consolidation, of the Outstanding Company Common Stock and
               Outstanding Company Voting Securities, as the case may be; or

                      (iv)   Approval by the shareholders of the Company of
               (i) a complete liquidation or dissolution of the Company or
               (ii) the sale or other disposition of all or substantially all
               of the assets of the Company, other than to a corporation, with
               respect to which following such sale or other disposition, more
               than 75% of, respectively, the then outstanding shares of
               common stock of such corporation and the combined voting power
               of the then outstanding voting securities of such corporation
               entitled to vote generally in the election of directors is then
               beneficially owned by all or substantially all of the Persons
               who were the beneficial owners, respectively, of the
               Outstanding Company Common Stock and Outstanding Company Voting
               Securities immediately prior to such sale or other disposition
               in substantially the same proportion as their beneficial
               ownership, immediately prior to such sale or other disposition,
               of the Outstanding Company Common Stock and Outstanding Company
               Voting Securities, as the case may be.

        13.    AMENDMENT OF PLAN. The Board of Directors shall have the right
to amend, suspend or terminate the Plan at any time; provided that, except as
and to the extent authorized and permitted by Section 11 above, (a) without
stockholder approval, no amendment may be made that would increase the number
of shares of Common Stock issuable under the Plan or allow the exercise price
of options or the price of share awards made pursuant to Section 8 or 9 to be
less than the Fair Market Value of the Common Stock on the date of grant, (b)
no amendment, suspension or termination shall adversely affect the rights of
any Optionee as to any outstanding Option without the consent of such
Optionee, subject to any limitation on such rights set forth in the Plan or
such Optionee's Stock Option Agreement except for any amendment the Board
deems necessary to preserve or provide exemptions from the applicability of
Section 16(b) of the Exchange Act to the grant, lapse, disposition,
cancellation or exercise of Options; and (c) no amendment relating to the
determination of the Optionees or of the grant dates, of the number of Options
granted to any Optionee or of the Option Price, shall be made more than once
every six months, other than to comport with changes in the Internal Revenue
Code of 1986, the Employee Retirement Income Security Act or the rules
thereunder. In no event shall the Board of Directors have the right to amend
the Plan to provide that discretion concerning decisions regarding the Plan
shall be afforded to a person who is not a "disinterested person" under
Section 16(b) of the Exchange Act.

        14.    RESALES OF SHARES. The Company may impose such restrictions on
the sale or other disposition of shares issued pursuant to the exercise of
Options or upon the payment of an Award as the Board deems necessary to comply
with applicable securities laws. Certificates for shares issued upon the
exercise of Options or the payment of Awards may bear such legends as the
Company deems necessary to give notice of such restrictions.






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        15.    COMPLIANCE WITH LAW AND OTHER CONDITIONS. No shares shall be
issued pursuant to the exercise of any Option of the payment of any Award
granted under the Plan prior to compliance by the Company, to the satisfaction
of its counsel, with any applicable laws. The Company shall not be obligated
to (but may in its discretion) take any action under applicable federal or
state securities laws (including registration or qualification of the Plan,
the Options or the Common Stock) necessary for compliance therewith in order
to permit the issuance of shares upon the granting of Awards or upon the
exercise of Options or the immediate resale thereof by Optionees, except for
actions (other than registration or qualification) that may be taken by the
Company without unreasonable effort or expense and without the incurrence of
any material exposure to liability.

        16.    NONQUALIFIED OPTIONS.  Options granted under the Plan will not
be treated as "incentive stock options" under Section 422 of the Internal
Revenue Code of 1986.

        17.    EFFECTIVE DATE AND DURATION. The Plan shall be effective on
November 3, 1993, subject to approval of the Plan by the holders of a majority
of the shares presented or represented at the 1994 Annual Meeting of
Shareholders. The Plan shall terminate on October 31, 2003.

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