Registration No. __________

    As Filed with the Securities and Exchange Commission on September 8, 2000
================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------


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

                             -----------------------


                         STANLEY FURNITURE COMPANY, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                                 54-1272589
(State of incorporation)                                      (I.R.S. Employer
                                                             Identification No.)

            1641 Fairystone Park Highway, Stanleytown, Virginia 24168
          (Address of principal executive offices, including zip code)


                         STANLEY FURNITURE COMPANY, INC.
                        2000 INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)


                               Albert L. Prillaman
                         Stanley Furniture Company, Inc.
            1641 Fairystone Park Highway, Stanleytown, Virginia 24168
                                 (540) 627-2000
           (Name, address, and telephone number of agent for service)

                             -----------------------



<PAGE>
                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------

    Title of           Amount        Proposed       Proposed         Amount of
  Securities to         to be         Maximum        Maximum       Registration
  be Registered      Registered      Offering       Aggregate           Fee
                                     Price per      Offering
                                       Share          Price
--------------------------------------------------------------------------------

Common Stock,        1,000,000      $26.03125(1)   $26,031,250        $6,872.25
par value shares
$.02

--------------------------------------------------------------------------------

         (1)Estimated solely for purposes of calculating registration fee. Based
on the  average of the high and low prices of the Common  Stock on the NASDAQ on
August 30, 2000.


<PAGE>

PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
         -----------------------------------------------

         The Company hereby  incorporates  by reference  into this  Registration
Statement the documents  listed below which have been filed with the  Securities
and Exchange Commission.

        (a)     The  Annual  Report  on Form  10-K  for the  fiscal  year  ended
                December 31, 1999;

        (b)     All  reports  filed  pursuant to Section 13 or 15(d) of the 1934
                Act since  the end of the  fiscal  year  covered  by the  annual
                report  referred  to  in  (a)  above,  including  the  Company's
                Quarterly  Reports on Form 10-Q for the  quarter  ended April 1,
                2000 and July 1, 2000;

        (c)     The   description   of  the  Common   Stock   contained  in  the
                Registration  Statement on Form 8-A filed with the Commission on
                October  27,  1992 (File No.  0-14938)  as amended by Form 8-A/A
                filed November 7, 1996;

         All documents  subsequently  filed by the Company  pursuant to Sections
13,  14 and  15(d) of the 1934  Act,  prior to the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which deregisters all such securities then remaining unsold,  shall be deemed to
be incorporated by reference into this  Registration  Statement and to be a part
hereof from the date of filing such documents.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

         Article SIXTH of the  Certificate of  Incorporation  of the Company and
Section 3 of Article VIII of the By-laws of the Company provide that the Company
will, to the full extent permitted by Section 145 of the General Corporation Law
of the State of Delaware,  as amended from time to time,  indemnify  all persons
whom it may indemnify pursuant thereto.

         As  authorized  by Section  145 of the General  Corporation  Law of the
State of Delaware (the "Delaware Corporation Law"), each director and officer of
the  Company  may be  indemnified  by the Company  against  expenses  (including
attorneys' fees,  judgments,  fines and amounts paid in settlement) actually and
reasonably  incurred  in  connection  with  the  defense  or  settlement  of any
threatened,  pending or completed  legal  proceedings in which he is involved by
reason of the fact that he is or was a director  or officer of the Company if he
acted in good faith and in a manner that he reasonably  believed to be in or not
opposed to the best interests of the Company,  and, with respect to any criminal
action or proceeding,  if he had no reasonable cause to believe that his conduct
was unlawful.  If the legal  proceeding,  however,  is by or in the right of the


                                      II-1
<PAGE>

Company, the director or officer may not be indemnified in respect of any claim,
issue or  matter  as to which he shall  have  been  adjudged  to be  liable  for
negligence or misconduct in the  performance of his duty to the Company unless a
court determines otherwise.

         The Certificate of  Incorporation  of the Company  provides that to the
fullest extent permitted by the Delaware General  Corporation Law, a director of
the Company shall not be liable to the Company or its  stockholders for monetary
damages for breach of fiduciary duty as a director.

Item 8.  Exhibits
         --------

         See Index to Exhibits.

Item 9.  Undertakings
         ------------

         The undersigned registrant hereby undertakes:

         (a) (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 of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
the  effective  date  of  the   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 the registration
statement;

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

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply  if the  registration  statement  is on  Form  S-3 or  Form  S-8  and  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

             (2) That,  for the purpose of determining  any liability  under the
Securities Act of 1933, 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.



                                      II-2
<PAGE>

         (b) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to section 13(a) or section 15(d) of the  Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  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 registrant 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 Act and will
be governed by the final adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Stanleytown, Virginia on September 7, 2000.

                                   STANLEY FURNITURE COMPANY, INC.



                                   By:/s/ Albert L. Prillaman
                                      --------------------------
                                        Albert L. Prillaman,
                                        Chairman, President and
                                        Chief Executive Officer


                                POWER OF ATTORNEY

         Know All Men By These  Presents that each  individual  whose  signature
appears below constitutes and appoints Albert L. Prillaman and Douglas I. Payne,
and each of them,  his true and lawful  attorneys-in-fact  and agents  with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary or desirable to be done in and about
the  premises,  as fully to all intents and  purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or either of them, or their substitutes or his substitute,  may lawfully
do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed on September  7, 2000 by the  following
persons in the respective capacities indicated opposite their names.



                                      II-4
<PAGE>

          Signature                           Title
          ---------                           -----



/s/ Albert L. Prillaman             Chairman, President and Chief
-----------------------------       Chief Executive Officer, and
    Albert L. Prillaman             Director (Principal Executive
                                    Officer)



/s/ Douglas I. Payne                Senior Vice President - Finance
-----------------------------       & Administration and Secretary
    Douglas I. Payne                (Principal Financial and Accounting
                                    Officer)



/s/ Robert G. Culp, III             Director
-----------------------------
    Robert G. Culp, III



/s/ David V. Harkins                Director
-----------------------------
    David V. Harkins




/s/ Edward J. Mack                  Director
-----------------------------
    Edward J. Mack



                                    Director
-----------------------------
    T. Scott McIlhenny, Jr.



/s/ Thomas L. Millner               Director
-----------------------------
    Thomas L. Millner



                                      II-5
<PAGE>

                                Index to Exhibits




(4)     (a)     The Restated  Certificate  of  Incorporation  of the  Registrant
                (incorporated  by reference to Exhibit 3.1 to the Annual  Report
                on Form 10-K for the year ended December 31, 1998)

        (b)     The  Bylaws of the  Registrant  (incorporated  by  reference  to
                Exhibit 3.2 to the Registrant's  Registration  Statement on Form
                S-1, No. 33-7300)

        (c)     Amendment   adopted  March  21,  1988  to  the  By-Laws  of  the
                Registrant  (incorporated  by  reference  to Exhibit  3.3 to the
                Registrant's  Form 10-K  (Commission  File No.  0-14938) for the
                year ended December 31, 1987)

        (d)     Amendments  adopted  February  8,  1993  to the  By-Laws  of the
                Registrant  (incorporated  by  reference  to Exhibit  3.4 to the
                Registrant's Registration Statement on Form S-1, No. 33-57432)

(5)     Opinion of McGuireWoods LLP

(23)    (a)     Consent of PricewaterhouseCoopers LLP.

        (b)     Consent of McGuireWoods LLP  (included in the opinion filed as
                Exhibit 5)

(24)    Power of attorney (see signature page)



                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "2000 INCENTIVE COMPENSATION PLAN", "secsgml_size_bytes": 14830}]
{"company-data": {"conformed-name": "STANLEY FURNITURE CO INC/", "cik": "0000797465", "assigned-sic": "2511", "irs-number": "541272589", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45402", "film-number": "719115"}, "business-address": {"street1": "1641 FAIRYSTONE PK HWY", "city": "STANLEYTOWN", "state": "VA", "zip": "24168", "phone": "5406272000"}, "mail-address": {"street1": "1641 FAIRYSTONE PARK HGWY", "city": "STANLEYTOWN", "state": "VA", "zip": "24168"}, "former-company": {"former-conformed-name": "STANLEY INTERIORS CORP", "date-changed": "19920703"}}
Registration No. __________

    As Filed with the Securities and Exchange Commission on September 8, 2000
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

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

                             -----------------------

                         STANLEY FURNITURE COMPANY, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                                 54-1272589
(State of incorporation)                                      (I.R.S. Employer
                                                             Identification No.)

            1641 Fairystone Park Highway, Stanleytown, Virginia 24168
          (Address of principal executive offices, including zip code)

                         STANLEY FURNITURE COMPANY, INC.
                        2000 INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                               Albert L. Prillaman
                         Stanley Furniture Company, Inc.
            1641 Fairystone Park Highway, Stanleytown, Virginia 24168
                                 (540) 627-2000
           (Name, address, and telephone number of agent for service)

                             -----------------------
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------

    Title of           Amount        Proposed       Proposed         Amount of
  Securities to         to be         Maximum        Maximum       Registration
  be Registered      Registered      Offering       Aggregate           Fee
                                     Price per      Offering
                                       Share          Price
--------------------------------------------------------------------------------

Common Stock,        1,000,000      $26.03125(1)   $26,031,250        $6,872.25
par value shares
$.02

--------------------------------------------------------------------------------

         (1)Estimated solely for purposes of calculating registration fee. Based
on the  average of the high and low prices of the Common  Stock on the NASDAQ on
August 30, 2000.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
         -----------------------------------------------

         The Company hereby  incorporates  by reference  into this  Registration
Statement the documents  listed below which have been filed with the  Securities
and Exchange Commission.

        (a)     The  Annual  Report  on Form  10-K  for the  fiscal  year  ended
                December 31, 1999;

        (b)     All  reports  filed  pursuant to Section 13 or 15(d) of the 1934
                Act since  the end of the  fiscal  year  covered  by the  annual
                report  referred  to  in  (a)  above,  including  the  Company's
                Quarterly  Reports on Form 10-Q for the  quarter  ended April 1,
                2000 and July 1, 2000;

        (c)     The   description   of  the  Common   Stock   contained  in  the
                Registration  Statement on Form 8-A filed with the Commission on
                October  27,  1992 (File No.  0-14938)  as amended by Form 8-A/A
                filed November 7, 1996;

         All documents  subsequently  filed by the Company  pursuant to Sections
13,  14 and  15(d) of the 1934  Act,  prior to the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which deregisters all such securities then remaining unsold,  shall be deemed to
be incorporated by reference into this  Registration  Statement and to be a part
hereof from the date of filing such documents.

Item 6.  Indemnification of Directors and Officers
         -----------------------------------------

         Article SIXTH of the  Certificate of  Incorporation  of the Company and
Section 3 of Article VIII of the By-laws of the Company provide that the Company
will, to the full extent permitted by Section 145 of the General Corporation Law
of the State of Delaware,  as amended from time to time,  indemnify  all persons
whom it may indemnify pursuant thereto.

         As  authorized  by Section  145 of the General  Corporation  Law of the
State of Delaware (the "Delaware Corporation Law"), each director and officer of
the  Company  may be  indemnified  by the Company  against  expenses  (including
attorneys' fees,  judgments,  fines and amounts paid in settlement) actually and
reasonably  incurred  in  connection  with  the  defense  or  settlement  of any
threatened,  pending or completed  legal  proceedings in which he is involved by
reason of the fact that he is or was a director  or officer of the Company if he
acted in good faith and in a manner that he reasonably  believed to be in or not
opposed to the best interests of the Company,  and, with respect to any criminal
action or proceeding,  if he had no reasonable cause to believe that his conduct
was unlawful.  If the legal  proceeding,  however,  is by or in the right of the

                                      II-1
Company, the director or officer may not be indemnified in respect of any claim,
issue or  matter  as to which he shall  have  been  adjudged  to be  liable  for
negligence or misconduct in the  performance of his duty to the Company unless a
court determines otherwise.

         The Certificate of  Incorporation  of the Company  provides that to the
fullest extent permitted by the Delaware General  Corporation Law, a director of
the Company shall not be liable to the Company or its  stockholders for monetary
damages for breach of fiduciary duty as a director.

Item 8.  Exhibits
         --------

         See Index to Exhibits.

Item 9.  Undertakings
         ------------

         The undersigned registrant hereby undertakes:

         (a) (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 of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
the  effective  date  of  the   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 the registration
statement;

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

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply  if the  registration  statement  is on  Form  S-3 or  Form  S-8  and  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

             (2) That,  for the purpose of determining  any liability  under the
Securities Act of 1933, 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.

                                      II-2
(b) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to section 13(a) or section 15(d) of the  Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the 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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  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 registrant 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 Act and will
be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  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 Stanleytown, Virginia on September 7, 2000.

                                   STANLEY FURNITURE COMPANY, INC.

                                   By:/s/ Albert L. Prillaman
                                      --------------------------
                                        Albert L. Prillaman,
                                        Chairman, President and
                                        Chief Executive Officer

                                POWER OF ATTORNEY

         Know All Men By These  Presents that each  individual  whose  signature
appears below constitutes and appoints Albert L. Prillaman and Douglas I. Payne,
and each of them,  his true and lawful  attorneys-in-fact  and agents  with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite and necessary or desirable to be done in and about
the  premises,  as fully to all intents and  purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents, or either of them, or their substitutes or his substitute,  may lawfully
do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed on September  7, 2000 by the  following
persons in the respective capacities indicated opposite their names.

                                      II-4
Signature                           Title
          ---------                           -----

/s/ Albert L. Prillaman             Chairman, President and Chief
-----------------------------       Chief Executive Officer, and
    Albert L. Prillaman             Director (Principal Executive
                                    Officer)

/s/ Douglas I. Payne                Senior Vice President - Finance
-----------------------------       & Administration and Secretary
    Douglas I. Payne                (Principal Financial and Accounting
                                    Officer)

/s/ Robert G. Culp, III             Director
-----------------------------
    Robert G. Culp, III

/s/ David V. Harkins                Director
-----------------------------
    David V. Harkins

/s/ Edward J. Mack                  Director
-----------------------------
    Edward J. Mack

                                    Director
-----------------------------
    T. Scott McIlhenny, Jr.

/s/ Thomas L. Millner               Director
-----------------------------
    Thomas L. Millner

                                      II-5
Index to Exhibits

(4)     (a)     The Restated  Certificate  of  Incorporation  of the  Registrant
                (incorporated  by reference to Exhibit 3.1 to the Annual  Report
                on Form 10-K for the year ended December 31, 1998)

        (b)     The  Bylaws of the  Registrant  (incorporated  by  reference  to
                Exhibit 3.2 to the Registrant's  Registration  Statement on Form
                S-1, No. 33-7300)

        (c)     Amendment   adopted  March  21,  1988  to  the  By-Laws  of  the
                Registrant  (incorporated  by  reference  to Exhibit  3.3 to the
                Registrant's  Form 10-K  (Commission  File No.  0-14938) for the
                year ended December 31, 1987)

        (d)     Amendments  adopted  February  8,  1993  to the  By-Laws  of the
                Registrant  (incorporated  by  reference  to Exhibit  3.4 to the
                Registrant's Registration Statement on Form S-1, No. 33-57432)

(5)     Opinion of McGuireWoods LLP

(23)    (a)     Consent of PricewaterhouseCoopers LLP.

        (b)     Consent of McGuireWoods LLP  (included in the opinion filed as
                Exhibit 5)

(24)    Power of attorney (see signature page)

                                      II-6