Registration No. _____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                          Pulaski Furniture Corporation
             (Exact name of registrant as specified in its charter)

            VIRGINIA                                  Issuer: 54-0594965
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)
                                 P. O. Box 1371
                             Pulaski, Virginia 24301
                    (Address of principal executive offices)
                               -------------------

                            1996 Salaried Employees'
                               Stock Purchase Plan
                            (Full title of the plan)
                               ------------------

                                 JOHN G. WAMPLER
                      President and Chief Executive Officer
                          Pulaski Furniture Corporation
                               One Pulaski Square
                             Pulaski, Virginia 24301
                                 (540) 980-7330
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With a copy to:
                         C. Porter Vaughan, III, Esquire
                                Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                            Richmond, Virginia 23219
                                 (804) 788-8285
                               -------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

================================ ===================== ==================== ===================== ==================
<S>                                 <C>                  <C>                  <C>                 <C>
                                                        Proposed maximum      Proposed maximum
      Title of securities            Amount to be        offering price          aggregate            Amount of
       to be registered               registered            per share          offering price     registration fee
-------------------------------- --------------------- -------------------- --------------------- ------------------
Common Stock, $1.00 par value per   100,000 shares            $20.75*            $2,075,000*            $576.85*
share (including Associated
Rights)
====================================================================================================================
</TABLE>

         (1) Estimated solely for the purpose of computing the registration fee.
This amount was  calculated  pursuant to Rule  457(c) of the  Securities  Act of
1933, as amended (the "Securities Act") on the basis of $20.75 per share,  which
was the average of the high and low prices of the  Registrant's  Common Stock on
November 23, 1998, as reported on the Nasdaq National Market.

================================================================================
         In addition,  pursuant to Rule 416(c) under the  Securities  Act,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.



<PAGE>



                          PULASKI FURNITURE CORPORATION
                                       I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Item 1.           Plan Information.

          Not required to be included herewith.

Item 2.           Registrant Information and Employee Plan Annual Information.

          Not required to be included herewith.

                                       II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents filed by Pulaski Furniture Corporation
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
pursuant to the  Securities  and Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference into this Registration Statement:

(a) The Company's  Annual Report on Form 10-K for the fiscal year ended November
    2, 1997.

(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended January
    25, 1998, April 19, 1998 and July 12, 1998.

(c) The Company's Current Report on Form 8-K dated November 4, 1998.

                  Additionally  incorporated by reference into this Registration
Statement  is the  Company's  Registration  Statement  on Form S-1,  as  amended
(Registration No. 2-40746).

                  In addition to the foregoing, all documents subsequently filed
by (i) the Company or (ii) the Plan  pursuant to Sections  13(a),  13(c),  14 or
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
which  indicates  that all securities  registered  hereunder have been issued or

                                       1

<PAGE>

which deregisters all securities offered then remaining unsold,  shall be deemed
incorporated by reference in this Registration Statement and to be a part hereof
from  the  date  of the  filing  of such  documents.  Any  statement,  including
financial  statements,  contained  in a  document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.           Description of Securities.

          Not applicable.

Item 5.           Interests of Named Experts and Counsel.

          Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  To the fullest  extent  permitted  by Virginia  law, as now or
hereafter  in effect,  the Bylaws of the  Company  eliminate  the  liability  of
directors and officers to the Company or its shareholders for monetary damages.

                  Virginia corporate law permits,  and the Bylaws of the Company
require,  indemnification  of the Company's  directors and officers  against all
liabilities imposed or asserted against them by reason of having been a director
or officer of the Company, except in the case of willful misconduct or a knowing
violation of the criminal law. The Bylaws of the Company also permit the Company
to  indemnify  employees  and  agents of the  Company  to the same  extent as is
mandated  for  directors  and  officers.  The  Bylaws  of  the  Company  require
indemnification  of  directors  and  officers,  and  permit  indemnification  of
employees and agents, to the fullest extent permitted under Virginia law, as now
or hereafter in effect.

Item 7.           Exemption from Registration Claimed.

          Not applicable.

Item 8.           Exhibits.

          The following  exhibits are filed as part of this Registration
          Statement:

                                       2

<PAGE>


Exhibit No.
-----------

         4.1      Restated Articles of Incorporation of Pulaski Furniture 
                  Corporation. (1)

         4.2      Bylaws of Pulaski Furniture Corporation. (1)

         4.3      Pulaski Furniture Corporation's Series A Company Note in the 
                  principal amount of $3,000,000, given to the Industrial
                  Development Authority of Pulaski County.(2)

         4.4      Pulaski Furniture Corporation's Series B Company Note in the 
                  principal amount of $5,000,000, given to the Industrial  
                  Development Authority of Pulaski County. (2)

         4.5      Industrial Development Authority of Pulaski County's 
                  Industrial Development Revenue Note in the principal amount of
                  $3,000,000, given to Sovran Bank, N.A. as Note Agent
                  (Series A). (2)

         4.6      Industrial Development Authority of Pulaski County's
                  Industrial Development Revenue Note in the principal amount of
                  $5,000,000,  given to Sovran Bank, N.A., as Note Agent
                  (Series B). (2)

         4.7      Industrial Development Authority of Pulaski County's 
                  Industrial Development Revenue Note in principal amount of
                  $2,000,000, given to Sovran Bank as Note Agent (Series A). (2)

         4.8      Pulaski Furniture Corporation's Series A Company Note in
                  principal amount of $2,000,000, given to the Industrial
                  Development Authority of Pulaski County. (2)

         4.9      Note Purchase Agreement and Agreement of Sale between
                  Industrial Development Authority of Pulaski County, Sovran 
                  Bank, N.A., Planters Bank and Trust Co.; and Pulaski Furniture
                  Company, dated April 1, 1984. (2)

         4.10     Reimbursement, Purchase and Loan Agreement between Pulaski
                  Furniture Corporation and Sovran Bank, N.A., dated April 1,
                  1984. (2)

         4.11     UDAG Grant Agreement No. B-82-AB-51-0189, as executed and 
                  delivered by the Town of Pulaski and the United States
                  Department of Housing and Urban Development. (2)

                              3

<PAGE>

         4.12     Term Loan Agreement between Pulaski Furniture Corporation and
                  Wachovia Bank and Trust Company, N.A., dated October 21,
                  1985. (3)

         4.13     Term Loan Note in principal amount of $4,000,000 between
                  Pulaski Furniture Corporation and Wachovia Bank and Trust 
                  Company, N.A., dated October 21, 1985. (3)

         4.14     Term Loan Agreement between Pulaski Furniture Corporation and
                  Sovran Bank, N.A., dated October 23, 1985. (3)

         4.15     Term Loan Note in principal amount of $4,000,000 between
                  Pulaski Furniture Corporation and Sovran Bank, N.A., 
                  dated October 23, 1985. (3)

         4.16     Note Issuance Agreement and Revolving Credit Agreement between
                  Pulaski Furniture Corporation and Sovran Bank, N.A. in 
                  principal amount of $10,000,000, dated December 1, 1988. (4)

         4.17     Form of Variable Rate Taxable Promissory Note in principal 
                  amount of $10,000,000 between Pulaski Furniture Corporation 
                  and Sovran Bank, N.A., dated December 9, 1988. (4)

         4.18     Form of Revolving Credit Facility Note in principal amount of
                  $10,000,000 between Pulaski Furniture Corporation and Sovran 
                  Bank, N.A., dated December 9, 1988. (4)

         4.19     Form of Credit Agreement in principal amount of $10,000,000 
                  between Pulaski Furniture Corporation and Wachovia Bank of
                  North Carolina, N.A., dated as of December 10, 1993. (5)

         4.20     Form of Promissory Note in principal amount of $10,000,000
                  made by the Company to Wachovia Bank of North Carolina, N.A.,
                  dated December 10, 1993. (5)

         4.21     Amendment to Term Loan Agreement between the Company and 
                  Wachovia Bank of North Carolina, N.A., dated 
                  July 25, 1994. (6)

         4.22     Amendment to Promissory Note made by the Company to Wachovia
                  Bank of North Carolina, N.A., dated July 25, 1994. (6)

                              4

<PAGE>

         4.23     Amended and Restated Rights Agreement between Pulaski
                  Furniture Corporation and First Union National Bank, dated as
                  of December 15, 1997. (7)

         4.24     1996 Salaried Employees' Stock Purchase Plan.

         5.1      Opinion of Hunton & Williams.

         23.1     Consent of Hunton & Williams (included in Exhibit 5).

         23.2     Consent of Ernst & Young LLP.

         24       Powers of Attorney (included on Signature Page).

Footnotes:
         (1)      Incorporated herein by reference to the Company's Annual
                  Report on Form 10-K for the fiscal year ended
                  October 29, 1989.

         (2)      Incorporated herein by reference to the Company's Annual
                  Report on Form 10-K for the fiscal year ended
                  October 28, 1994.

         (3)      Incorporated herein by reference to the Company's Annual
                  Report on Form 10-K for the fiscal year ended
                  October 27, 1985.

         (4)      Incorporated herein by reference to the Company's Annual
                  Report on Form 10-K for the fiscal year ended
                  October 30, 1988.

         (5)      Incorporated herein by reference to the Company's Annual
                  Report on Form 10-K for the fiscal year ended
                  October 31, 1993.

         (6)      Incorporated herein by reference to the Company's Annual
                  Report on Form 10-K for the fiscal year ended
                  October 29, 1995.

         (7)      Incorporated  herein by reference to the Company's Quarterly
                  Report on Form  10-Q  for  the  quarterly period ended
                  January 25, 1998.


Item 9.           Undertakings.

                  A.       Subsequent Disclosure.

                  The Company hereby undertakes:

                                       5

<PAGE>


                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                                    section 10(a)(3) of the Securities Act;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    this  Registration  Statement  (or the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set forth in this  Registration
                                    Statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in this  Registration
                                    Statement  or any  material  change  to such
                                    information in this Registration Statement;

                  provided,   however,   that  the  undertakings  set  forth  in
         paragraphs (i) and (ii) above do not apply if the information  required
         to be included in a  post-effective  amendment by those  paragraphs  is
         contained in periodic reports filed with or furnished to the Commission
         by the Company, pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  B.       Incorporation by Reference.

                  The  Company   hereby   undertakes   that,   for  purposes  of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                       6

<PAGE>


                  C.       Commission Position on Indemnification.

                  The Company hereby undertakes that, insofar as indemnification
for liabilities  arising under the Securities Act may be permitted to directors,
officers  and  controlling  persons of the  Company  pursuant  to the  foregoing
provisions,  or  otherwise,  the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       7

<PAGE>



                                   SIGNATURES

The Registrant

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the County of Pulaski,  Commonwealth of Virginia, on the 23 day
of November, 1998.

                                         PULASKI FURNITURE CORPORATION



                                      BY /s/ John G. Wampler
                                         -------------------------------------
                                         John G. Wampler
                                         President and Chief Executive Officer

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.


                                POWER OF ATTORNEY

         Each of the  undersigned,  in his capacity as officer or  director,  or
both, as the case may be, of Pulaski  Furniture  Corporation does hereby appoint
John G. Wampler and Ira S. Crawford,  and each of them  severally,  his true and
lawful  attorneys  or attorney to execute in his name,  place and stead,  in his
capacity as director or officer,  or both as the case may be, this  Registration
Statement and any and all amendments and post-effective  amendments thereto, and
all instruments  necessary or incidental in connection therewith and to file the
same with the Securities and Exchange  Commission.  Each of said attorneys shall
have power to act  hereunder  with or without the other  attorney and shall have
full power and  authority to do and perform in the name and on behalf of each of
said  directors  or officers,  or both as the case may be, every act  whatsoever
requisite or necessary to be done in the  premises,  as fully and to all intents
and purposes as which each of said  officers or  directors,  or both as the case
may be, might or could do in person,  hereby  ratifying and  confirming all that
said attorneys or attorney may lawfully do or cause to be done by virtue hereof.

                                       8

<PAGE>


<TABLE>
<CAPTION>


               Signature                             Title                               Date
               ---------                             -----                               ----
<S>                                     <C>                                     <C>

/s/ John G. Wampler                      Director, President and Chief            Nov 23, 1998
----------------------------             Executive Officer                                    
John G. Wampler                          

/s/ Jason A. Gibbs                       Treasurer and Chief Financial            Nov 19, 1998
----------------------------             Officer 
Jason A. Gibbs                           

/s/ Bernard C. Wampler                   Director and Chairman of the             Nov 23, 1998
----------------------------             Board
Bernard C. Wampler                       

----------------------------             Director                                 ______, 1998
Robert C. Greening, Jr.

/s/ Harry J. G. van Beek                 Director                                 Nov 20, 1998
----------------------------
Harry J. G. van Beek

/s/ O. Kenton McCartney, III             Director                                 Nov 23, 1998
----------------------------
O. Kenton McCartney, III

/s/ H. H. Warner                         Director                                 Nov 20, 1998
----------------------------
Harry H. Warner

/s/ Hugh V. White, Jr.                   Director                                 Nov 20, 1998
----------------------------
Hugh V. White, Jr.
</TABLE>

                                       9

<PAGE>


                                   SIGNATURES

The Plan

         Pursuant to the  requirements  of the  Securities  Act,  the  Committee
appointed under the 1996 Salaried Employees' Stock Purchase Plan has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the County of Pulaski,  Commonwealth of Virginia,
on the 23 day of November, 1998.

                                            1996 SALARIED EMPLOYEES' STOCK
                                                PURCHASE PLAN



                                            By: /s/ Jason A. Gibbs
                                               ------------------------------
                                            Name: Jason A. Gibbs
                                                 ---------------------------- 
                                            Title: CEO, VP & Treasurer
                                                  ---------------------------


<PAGE>



                                  EXHIBIT INDEX


Exhibit No.                             Description
----------                              -----------

        4.1      Restated Articles of Incorporation of Pulaski Furniture
                 Corporation.

        4.2      Bylaws of Pulaski Furniture Corporation.

        4.3      Pulaski Furniture Corporation's Series A Company Note in the
                 principal amount of $3,000,000, given to the Industrial
                 Development Authority of Pulaski County.

        4.4      Pulaski Furniture Corporation's Series B Company Note in the
                 principal amount of $5,000,000, given to the Industrial
                 Development Authority of Pulaski County.

        4.5      Industrial  Development Authority of Pulaski County's
                 Industrial  Development Revenue Note in the principal
                 amount of $3,000,000,  given to Sovran Bank,  N.A. as
                 Note Agent (Series A).

        4.6      Industrial  Development Authority of Pulaski County's
                 Industrial  Development Revenue Note in the principal
                 amount of $5,000,000,  given to Sovran Bank, N.A., as
                 Note Agent (Series B).

        4.7      Industrial  Development Authority of Pulaski County's
                 Industrial  Development  Revenue  Note  in  principal
                 amount of  $2,000,000,  given to Sovran  Bank as Note
                 Agent (Series A).

        4.8      Pulaski Furniture Corporation's Series A Company Note in
                 principal amount of $2,000,000, given to the Industrial
                 Development Authority of Pulaski County.

        4.9      Note Purchase Agreement and Agreement of Sale between
                 Industrial  Development  Authority of Pulaski County,
                 Sovran Bank,  N.A.,  Planters Bank and Trust Co.; and
                 Pulaski Furniture Company, dated April 1, 1984.

        4.10     Reimbursement,  Purchase and Loan  Agreement  between
                 Pulaski Furniture  Corporation and Sovran Bank, N.A.,
                 dated April 1, 1984.

        4.11     UDAG Grant Agreement No. B-82-AB-51-0189, as executed
                 and  delivered  by the Town of Pulaski and the United
                 States Department of Housing and Urban Development.

<PAGE>


        4.12     Term  Loan  Agreement   between   Pulaski   Furniture
                 Corporation  and  Wachovia  Bank and  Trust  Company,
                 N.A., dated October 21, 1985.

        4.13     Term Loan  Note in  principal  amount  of  $4,000,000
                 between  Pulaski  Furniture  Corporation and Wachovia
                 Bank and Trust Company, N.A., dated October 21, 1985.

        4.14     Term Loan Agreement between Pulaski Furniture Corporation
                 and Sovran Bank, N.A., dated October 23, 1985.

        4.15     Term Loan Note in principal amount of $4,000,000 between
                 Pulaski Furniture Corporation and Sovran Bank, N.A., dated
                 October 23, 1985.

        4.16     Note Issuance Agreement and Revolving Credit Agreement between
                 Pulaski Furniture Corporation and Sovran Bank, N.A. in
                 principal amount of $10,000,000, dated December 1, 1988.

        4.17     Form of Variable Rate Taxable Promissory Note in principal
                 amount of $10,000,000 between Pulaski Furniture Corporation and
                 Sovran Bank, N.A., dated December 9, 1988.

        4.18     Form of Revolving  Credit  Facility Note in principal
                 amount  of  $10,000,000   between  Pulaski  Furniture
                 Corporation and Sovran Bank,  N.A., dated December 9,
                 1988.

        4.19     Form of  Credit  Agreement  in  principal  amount  of
                 $10,000,000 between Pulaski Furniture Corporation and
                 Wachovia Bank of North  Carolina,  N.A.,  dated as of
                 December 10, 1993.

        4.20     Form of Promissory Note in principal amount of $10,000,000 made
                 by the Company to Wachovia Bank of North Carolina, N.A.,
                 dated December 10, 1993.

        4.21     Amendment to Term Loan Agreement between the Company and
                 Wachovia Bank of North Carolina, N.A., dated July 25, 1994.

        4.22     Amendment to Promissory Note made by the Company to Wachovia
                 Bank of North Carolina, N.A., dated July 25, 1994.

        4.23     Amended and Restated Rights Agreement between Pulaski
                 Furniture  Corporation and First Union National Bank,
                 dated as of December 15, 1997.

        4.24     1996 Salaried Employees' Stock Purchase Plan.*

<PAGE>


        5.1      Opinion of Hunton & Williams.*

        23.1     Consent of Hunton & Williams (included in Exhibit 5).

        23.2     Consent of Ernst & Young LLP.*

        24       Powers of Attorney (included on Signature Page).


        ----------------------
        *  Filed with this  Registration  Statement  on Form S-8;  all
           other exhibits are herein  incorporated by reference unless
           otherwise specifically designated.
[{"type": "S-8", "sequence": "1", "description": "PULASKI FURNITURE CORPORATION S-8", "secsgml_size_bytes": 29104}]
{"company-data": {"conformed-name": "PULASKI FURNITURE CORP", "cik": "0000081112", "assigned-sic": "2511", "irs-number": "540594965", "state-of-incorporation": "VA", "fiscal-year-end": "1103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67941", "film-number": "98759300"}, "business-address": {"street1": "P O BOX 1371", "street2": "ONE PULASKI SQ", "city": "PULASKI", "state": "VA", "zip": "24301", "phone": "7039807330"}, "mail-address": {"street1": "P O BOX 1371", "street2": "1 PULASKI SQUARE", "city": "PULASKI", "state": "VA", "zip": "24301"}}
Registration No. _____________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                          Pulaski Furniture Corporation
             (Exact name of registrant as specified in its charter)

            VIRGINIA                                  Issuer: 54-0594965
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)
                                 P. O. Box 1371
                             Pulaski, Virginia 24301
                    (Address of principal executive offices)
                               -------------------

                            1996 Salaried Employees'
                               Stock Purchase Plan
                            (Full title of the plan)
                               ------------------

                                 JOHN G. WAMPLER
                      President and Chief Executive Officer
                          Pulaski Furniture Corporation
                               One Pulaski Square
                             Pulaski, Virginia 24301
                                 (540) 980-7330
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With a copy to:
                         C. Porter Vaughan, III, Esquire
                                Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                            Richmond, Virginia 23219
                                 (804) 788-8285
                               -------------------
                         CALCULATION OF REGISTRATION FEE
================================ ===================== ==================== ===================== ==================
Proposed maximum      Proposed maximum
      Title of securities            Amount to be        offering price          aggregate            Amount of
       to be registered               registered            per share          offering price     registration fee
-------------------------------- --------------------- -------------------- --------------------- ------------------
Common Stock, $1.00 par value per   100,000 shares            $20.75*            $2,075,000*            $576.85*
share (including Associated
Rights)
====================================================================================================================
(1) Estimated solely for the purpose of computing the registration fee.
This amount was  calculated  pursuant to Rule  457(c) of the  Securities  Act of
1933, as amended (the "Securities Act") on the basis of $20.75 per share,  which
was the average of the high and low prices of the  Registrant's  Common Stock on
November 23, 1998, as reported on the Nasdaq National Market.

================================================================================
         In addition,  pursuant to Rule 416(c) under the  Securities  Act,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
PULASKI FURNITURE CORPORATION
                                       I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.           Plan Information.

          Not required to be included herewith.

Item 2.           Registrant Information and Employee Plan Annual Information.

          Not required to be included herewith.

                                       II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents filed by Pulaski Furniture Corporation
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
pursuant to the  Securities  and Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference into this Registration Statement:

(a) The Company's  Annual Report on Form 10-K for the fiscal year ended November
    2, 1997.

(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended January
    25, 1998, April 19, 1998 and July 12, 1998.

(c) The Company's Current Report on Form 8-K dated November 4, 1998.

                  Additionally  incorporated by reference into this Registration
Statement  is the  Company's  Registration  Statement  on Form S-1,  as  amended
(Registration No. 2-40746).

                  In addition to the foregoing, all documents subsequently filed
by (i) the Company or (ii) the Plan  pursuant to Sections  13(a),  13(c),  14 or
15(d) of the Exchange  Act,  prior to the filing of a  post-effective  amendment
which  indicates  that all securities  registered  hereunder have been issued or

                                       1
which deregisters all securities offered then remaining unsold,  shall be deemed
incorporated by reference in this Registration Statement and to be a part hereof
from  the  date  of the  filing  of such  documents.  Any  statement,  including
financial  statements,  contained  in a  document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.           Description of Securities.

          Not applicable.

Item 5.           Interests of Named Experts and Counsel.

          Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  To the fullest  extent  permitted  by Virginia  law, as now or
hereafter  in effect,  the Bylaws of the  Company  eliminate  the  liability  of
directors and officers to the Company or its shareholders for monetary damages.

                  Virginia corporate law permits,  and the Bylaws of the Company
require,  indemnification  of the Company's  directors and officers  against all
liabilities imposed or asserted against them by reason of having been a director
or officer of the Company, except in the case of willful misconduct or a knowing
violation of the criminal law. The Bylaws of the Company also permit the Company
to  indemnify  employees  and  agents of the  Company  to the same  extent as is
mandated  for  directors  and  officers.  The  Bylaws  of  the  Company  require
indemnification  of  directors  and  officers,  and  permit  indemnification  of
employees and agents, to the fullest extent permitted under Virginia law, as now
or hereafter in effect.

Item 7.           Exemption from Registration Claimed.

          Not applicable.

Item 8.           Exhibits.

          The following  exhibits are filed as part of this Registration
          Statement:

                                       2
Exhibit No.
-----------

         4.1      Restated Articles of Incorporation of Pulaski Furniture 
                  Corporation. (1)

         4.2      Bylaws of Pulaski Furniture Corporation. (1)

         4.3      Pulaski Furniture Corporation's Series A Company Note in the 
                  principal amount of $3,000,000, given to the Industrial
                  Development Authority of Pulaski County.(2)

         4.4      Pulaski Furniture Corporation's Series B Company Note in the 
                  principal amount of $5,000,000, given to the Industrial  
                  Development Authority of Pulaski County. (2)

         4.5      Industrial Development Authority of Pulaski County's 
                  Industrial Development Revenue Note in the principal amount of
                  $3,000,000, given to Sovran Bank, N.A. as Note Agent
                  (Series A). (2)

         4.6      Industrial Development Authority of Pulaski County's
                  Industrial Development Revenue Note in the principal amount of
                  $5,000,000,  given to Sovran Bank, N.A., as Note Agent
                  (Series B). (2)

         4.7      Industrial Development Authority of Pulaski County's 
                  Industrial Development Revenue Note in principal amount of
                  $2,000,000, given to Sovran Bank as Note Agent (Series A). (2)

         4.8      Pulaski Furniture Corporation's Series A Company Note in
                  principal amount of $2,000,000, given to the Industrial
                  Development Authority of Pulaski County. (2)

         4.9      Note Purchase Agreement and Agreement of Sale between
                  Industrial Development Authority of Pulaski County, Sovran 
                  Bank, N.A., Planters Bank and Trust Co.; and Pulaski Furniture
                  Company, dated April 1, 1984. (2)

         4.10     Reimbursement, Purchase and Loan Agreement between Pulaski
                  Furniture Corporation and Sovran Bank, N.A., dated April 1,
                  1984. (2)

         4.11     UDAG Grant Agreement No. B-82-AB-51-0189, as executed and 
                  delivered by the Town of Pulaski and the United States
                  Department of Housing and Urban Development. (2)

                              3
4.12     Term Loan Agreement between Pulaski Furniture Corporation and
                  Wachovia Bank and Trust Company, N.A., dated October 21,
                  1985. (3)

         4.13     Term Loan Note in principal amount of $4,000,000 between
                  Pulaski Furniture Corporation and Wachovia Bank and Trust 
                  Company, N.A., dated October 21, 1985. (3)

         4.14     Term Loan Agreement between Pulaski Furniture Corporation and
                  Sovran Bank, N.A., dated October 23, 1985. (3)

         4.15     Term Loan Note in principal amount of $4,000,000 between
                  Pulaski Furniture Corporation and Sovran Bank, N.A., 
                  dated October 23, 1985. (3)

         4.16     Note Issuance Agreement and Revolving Credit Agreement between
                  Pulaski Furniture Corporation and Sovran Bank, N.A. in 
                  principal amount of $10,000,000, dated December 1, 1988. (4)

         4.17     Form of Variable Rate Taxable Promissory Note in principal 
                  amount of $10,000,000 between Pulaski Furniture Corporation 
                  and Sovran Bank, N.A., dated December 9, 1988. (4)

         4.18     Form of Revolving Credit Facility Note in principal amount of
                  $10,000,000 between Pulaski Furniture Corporation and Sovran 
                  Bank, N.A., dated December 9, 1988. (4)

         4.19     Form of Credit Agreement in principal amount of $10,000,000 
                  between Pulaski Furniture Corporation and Wachovia Bank of
                  North Carolina, N.A., dated as of December 10, 1993. (5)

         4.20     Form of Promissory Note in principal amount of $10,000,000
                  made by the Company to Wachovia Bank of North Carolina, N.A.,
                  dated December 10, 1993. (5)

         4.21     Amendment to Term Loan Agreement between the Company and 
                  Wachovia Bank of North Carolina, N.A., dated 
                  July 25, 1994. (6)

         4.22     Amendment to Promissory Note made by the Company to Wachovia
                  Bank of North Carolina, N.A., dated July 25, 1994. (6)

                              4
4.23     Amended and Restated Rights Agreement between Pulaski
                  Furniture Corporation and First Union National Bank, dated as
                  of December 15, 1997. (7)

         4.24     1996 Salaried Employees' Stock Purchase Plan.

         5.1      Opinion of Hunton & Williams.

         23.1     Consent of Hunton & Williams (included in Exhibit 5).

         23.2     Consent of Ernst & Young LLP.

         24       Powers of Attorney (included on Signature Page).

Footnotes:
         (1)      Incorporated herein by reference to the Company's Annual
                  Report on Form 10-K for the fiscal year ended
                  October 29, 1989.

         (2)      Incorporated herein by reference to the Company's Annual
                  Report on Form 10-K for the fiscal year ended
                  October 28, 1994.

         (3)      Incorporated herein by reference to the Company's Annual
                  Report on Form 10-K for the fiscal year ended
                  October 27, 1985.

         (4)      Incorporated herein by reference to the Company's Annual
                  Report on Form 10-K for the fiscal year ended
                  October 30, 1988.

         (5)      Incorporated herein by reference to the Company's Annual
                  Report on Form 10-K for the fiscal year ended
                  October 31, 1993.

         (6)      Incorporated herein by reference to the Company's Annual
                  Report on Form 10-K for the fiscal year ended
                  October 29, 1995.

         (7)      Incorporated  herein by reference to the Company's Quarterly
                  Report on Form  10-Q  for  the  quarterly period ended
                  January 25, 1998.

Item 9.           Undertakings.

                  A.       Subsequent Disclosure.

                  The Company hereby undertakes:

                                       5
(1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                                    section 10(a)(3) of the Securities Act;

                           (ii)     To  reflect in the  prospectus  any facts or
                                    events  arising after the effective  date of
                                    this  Registration  Statement  (or the  most
                                    recent  post-effective   amendment  thereof)
                                    which,  individually  or in  the  aggregate,
                                    represent  a   fundamental   change  in  the
                                    information  set forth in this  Registration
                                    Statement;

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in this  Registration
                                    Statement  or any  material  change  to such
                                    information in this Registration Statement;

                  provided,   however,   that  the  undertakings  set  forth  in
         paragraphs (i) and (ii) above do not apply if the information  required
         to be included in a  post-effective  amendment by those  paragraphs  is
         contained in periodic reports filed with or furnished to the Commission
         by the Company, pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  B.       Incorporation by Reference.

                  The  Company   hereby   undertakes   that,   for  purposes  of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                       6
C.       Commission Position on Indemnification.

                  The Company hereby undertakes that, insofar as indemnification
for liabilities  arising under the Securities Act may be permitted to directors,
officers  and  controlling  persons of the  Company  pursuant  to the  foregoing
provisions,  or  otherwise,  the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the Company  will,  unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       7
SIGNATURES

The Registrant

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the County of Pulaski,  Commonwealth of Virginia, on the 23 day
of November, 1998.

                                         PULASKI FURNITURE CORPORATION

                                      BY /s/ John G. Wampler
                                         -------------------------------------
                                         John G. Wampler
                                         President and Chief Executive Officer

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.

                                POWER OF ATTORNEY

         Each of the  undersigned,  in his capacity as officer or  director,  or
both, as the case may be, of Pulaski  Furniture  Corporation does hereby appoint
John G. Wampler and Ira S. Crawford,  and each of them  severally,  his true and
lawful  attorneys  or attorney to execute in his name,  place and stead,  in his
capacity as director or officer,  or both as the case may be, this  Registration
Statement and any and all amendments and post-effective  amendments thereto, and
all instruments  necessary or incidental in connection therewith and to file the
same with the Securities and Exchange  Commission.  Each of said attorneys shall
have power to act  hereunder  with or without the other  attorney and shall have
full power and  authority to do and perform in the name and on behalf of each of
said  directors  or officers,  or both as the case may be, every act  whatsoever
requisite or necessary to be done in the  premises,  as fully and to all intents
and purposes as which each of said  officers or  directors,  or both as the case
may be, might or could do in person,  hereby  ratifying and  confirming all that
said attorneys or attorney may lawfully do or cause to be done by virtue hereof.

                                       8
Signature                             Title                               Date
               ---------                             -----                               ----
/s/ John G. Wampler                      Director, President and Chief            Nov 23, 1998
----------------------------             Executive Officer                                    
John G. Wampler                          

/s/ Jason A. Gibbs                       Treasurer and Chief Financial            Nov 19, 1998
----------------------------             Officer 
Jason A. Gibbs                           

/s/ Bernard C. Wampler                   Director and Chairman of the             Nov 23, 1998
----------------------------             Board
Bernard C. Wampler                       

----------------------------             Director                                 ______, 1998
Robert C. Greening, Jr.

/s/ Harry J. G. van Beek                 Director                                 Nov 20, 1998
----------------------------
Harry J. G. van Beek

/s/ O. Kenton McCartney, III             Director                                 Nov 23, 1998
----------------------------
O. Kenton McCartney, III

/s/ H. H. Warner                         Director                                 Nov 20, 1998
----------------------------
Harry H. Warner

/s/ Hugh V. White, Jr.                   Director                                 Nov 20, 1998
----------------------------
Hugh V. White, Jr.
9
SIGNATURES

The Plan

         Pursuant to the  requirements  of the  Securities  Act,  the  Committee
appointed under the 1996 Salaried Employees' Stock Purchase Plan has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the County of Pulaski,  Commonwealth of Virginia,
on the 23 day of November, 1998.

                                            1996 SALARIED EMPLOYEES' STOCK
                                                PURCHASE PLAN

                                            By: /s/ Jason A. Gibbs
                                               ------------------------------
                                            Name: Jason A. Gibbs
                                                 ---------------------------- 
                                            Title: CEO, VP & Treasurer
                                                  ---------------------------
EXHIBIT INDEX

Exhibit No.                             Description
----------                              -----------

        4.1      Restated Articles of Incorporation of Pulaski Furniture
                 Corporation.

        4.2      Bylaws of Pulaski Furniture Corporation.

        4.3      Pulaski Furniture Corporation's Series A Company Note in the
                 principal amount of $3,000,000, given to the Industrial
                 Development Authority of Pulaski County.

        4.4      Pulaski Furniture Corporation's Series B Company Note in the
                 principal amount of $5,000,000, given to the Industrial
                 Development Authority of Pulaski County.

        4.5      Industrial  Development Authority of Pulaski County's
                 Industrial  Development Revenue Note in the principal
                 amount of $3,000,000,  given to Sovran Bank,  N.A. as
                 Note Agent (Series A).

        4.6      Industrial  Development Authority of Pulaski County's
                 Industrial  Development Revenue Note in the principal
                 amount of $5,000,000,  given to Sovran Bank, N.A., as
                 Note Agent (Series B).

        4.7      Industrial  Development Authority of Pulaski County's
                 Industrial  Development  Revenue  Note  in  principal
                 amount of  $2,000,000,  given to Sovran  Bank as Note
                 Agent (Series A).

        4.8      Pulaski Furniture Corporation's Series A Company Note in
                 principal amount of $2,000,000, given to the Industrial
                 Development Authority of Pulaski County.

        4.9      Note Purchase Agreement and Agreement of Sale between
                 Industrial  Development  Authority of Pulaski County,
                 Sovran Bank,  N.A.,  Planters Bank and Trust Co.; and
                 Pulaski Furniture Company, dated April 1, 1984.

        4.10     Reimbursement,  Purchase and Loan  Agreement  between
                 Pulaski Furniture  Corporation and Sovran Bank, N.A.,
                 dated April 1, 1984.

        4.11     UDAG Grant Agreement No. B-82-AB-51-0189, as executed
                 and  delivered  by the Town of Pulaski and the United
                 States Department of Housing and Urban Development.
4.12     Term  Loan  Agreement   between   Pulaski   Furniture
                 Corporation  and  Wachovia  Bank and  Trust  Company,
                 N.A., dated October 21, 1985.

        4.13     Term Loan  Note in  principal  amount  of  $4,000,000
                 between  Pulaski  Furniture  Corporation and Wachovia
                 Bank and Trust Company, N.A., dated October 21, 1985.

        4.14     Term Loan Agreement between Pulaski Furniture Corporation
                 and Sovran Bank, N.A., dated October 23, 1985.

        4.15     Term Loan Note in principal amount of $4,000,000 between
                 Pulaski Furniture Corporation and Sovran Bank, N.A., dated
                 October 23, 1985.

        4.16     Note Issuance Agreement and Revolving Credit Agreement between
                 Pulaski Furniture Corporation and Sovran Bank, N.A. in
                 principal amount of $10,000,000, dated December 1, 1988.

        4.17     Form of Variable Rate Taxable Promissory Note in principal
                 amount of $10,000,000 between Pulaski Furniture Corporation and
                 Sovran Bank, N.A., dated December 9, 1988.

        4.18     Form of Revolving  Credit  Facility Note in principal
                 amount  of  $10,000,000   between  Pulaski  Furniture
                 Corporation and Sovran Bank,  N.A., dated December 9,
                 1988.

        4.19     Form of  Credit  Agreement  in  principal  amount  of
                 $10,000,000 between Pulaski Furniture Corporation and
                 Wachovia Bank of North  Carolina,  N.A.,  dated as of
                 December 10, 1993.

        4.20     Form of Promissory Note in principal amount of $10,000,000 made
                 by the Company to Wachovia Bank of North Carolina, N.A.,
                 dated December 10, 1993.

        4.21     Amendment to Term Loan Agreement between the Company and
                 Wachovia Bank of North Carolina, N.A., dated July 25, 1994.

        4.22     Amendment to Promissory Note made by the Company to Wachovia
                 Bank of North Carolina, N.A., dated July 25, 1994.

        4.23     Amended and Restated Rights Agreement between Pulaski
                 Furniture  Corporation and First Union National Bank,
                 dated as of December 15, 1997.

        4.24     1996 Salaried Employees' Stock Purchase Plan.*
5.1      Opinion of Hunton & Williams.*

        23.1     Consent of Hunton & Williams (included in Exhibit 5).

        23.2     Consent of Ernst & Young LLP.*

        24       Powers of Attorney (included on Signature Page).

        ----------------------
        *  Filed with this  Registration  Statement  on Form S-8;  all
           other exhibits are herein  incorporated by reference unless
           otherwise specifically designated.