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corresp

October 14, 2005

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention: Mr. George F. Ohsiek, Jr.

    Re:

    Crown Crafts, Inc.

Form 10-K for Fiscal Year Ended April 3, 2005

Filed June 21, 2005

File No. 1-7604

Ladies and Gentlemen:

     Crown Crafts, Inc., a Delaware corporation (the “Company”), hereby transmits for filing the
Company’s responses to comments of the Staff contained in the letter from George F. Ohsiek, Jr. to
the undersigned dated August 15, 2005. For the Staff’s convenience, the numbered paragraphs below
correspond to the paragraph numbers in the Staff’s August 15, 2005 comment letter.

Form 10-K for Fiscal Year Ended April 3, 2005

General

    1.

    As requested by the Staff, the Company will comply with all of the Staff’s comments in
the Company’s future filings, as applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 7

Results of Operations, page 7

    2.

    In response to the Staff’s comments, the Company intends to disclose in its future
filings additional information regarding the extent to which each factor contributed to the
overall change in a financial statement line item where two or more business reasons have
been identified as contributing to a material change in that line item. The Company
anticipates

Securities and Exchange Commission

October 14, 2005

Page 2

    that this will result in the inclusion of disclosures similar to the following in future
filings:

    “Net Sales: Sales of bedding, blankets and accessories decreased in fiscal year 2005
primarily as a result of the transition of the Company’s Classic Pooh license to
direct-to-retail. Bib and bath sales decreased due to the loss of a bath program at a major
customer. Sales volumes of high-end luxury throws have been negatively impacted by the
recent downturn in the economy.

    Of the sales decrease in fiscal year 2004, $3.2 million is attributable to changes in buying
patterns by several customers, some of whom lowered on-hand inventory levels in response to
the sluggish economy, and changes in internal business strategies. Also, during fiscal year
2003, the Company shipped several new product placements to key customers, of which $1.1
million was not repeated in fiscal 2004 or fiscal 2005. The Company’s Pillow Buddies®
business declined by $3.1 million from fiscal 2003 to fiscal 2004 and by $904,000 from
fiscal 2004 to fiscal 2005 because retail dollars have not been allocated to the product and
increased competition for character licenses has driven royalty commitments higher than
management is comfortable guaranteeing.”

Item 9A. Controls and Procedures, page 13

    3.

    In response to the Staff’s comments, the Company intends to disclose in its future
filings, so long as such statement is true and correct at such time, a statement to the
effect that the Company maintains disclosure controls and procedures designed to ensure
that information required to be disclosed in reports filed under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported within the
specified time periods and that the Company’s Chief Executive Officer and Chief Financial
Officer, following an evaluation of the effectiveness of such disclosure controls and
procedures, have concluded that such controls and procedures are effective.

    4.

    In response to the Staff’s comments, the Company intends to disclose in its future
filings whether there were any changes in the Company’s disclosure controls and procedures
that occurred during the most recent fiscal quarter that materially affected, or are
reasonably likely to materially affect, the Company’s internal control over financial
reporting. There were no such changes to the Company’s disclosure controls and procedures
during the fourth quarter of fiscal 2005.

Schedule II, page 16

    5.

    The Summary of Significant Accounting Policies (Note 2) included in the Company’s Form
10-K for the fiscal year ended April 3, 2005 (the “Annual Report”) makes the following
disclosure regarding allowances against accounts receivable:

Securities and Exchange Commission

October 14, 2005

Page 3

    “The Company’s allowances against accounts receivable are primarily contractually agreed
upon deductions for items such as advertising and warehouse allowances and volume rebates.
These deductions are recorded throughout the year commensurate with sales activity.
Historically, funding occurs in the fourth quarter of the fiscal year causing the balance to
be highest in the third quarter.”

    The allowance for customer deductions, which is netted against accounts receivable in the
consolidated balance sheet, consists of agreed upon advertising support, markdowns, and
warehouse and other allowances. Consistent with the guidance provided in EITF 01-9, all
such allowances are recorded as direct offsets to sales and such costs are accrued
commensurate with sales activities. When a customer requests funding for the allowance, the
allowance for customer deductions is reduced to reflect such payments.

    The Company analyzes the components of the allowances for customer deductions monthly and
adjusts the allowances to the appropriate levels. The timing of the customer initiated
funding requests for advertising support can cause the net balance in the allowance account
to fluctuate from period to period as indicated in the policy footnote disclosure. The
timing of such funding requests should have no impact on the consolidated statements of
income since such costs are accrued commensurate with sales activity.

    In the presentation of valuation and qualifying accounts (Schedule II) in the Annual Report,
the Company reported the changes in the allowance for customer deductions on a net change
basis rather than disaggregating the charges accrued versus the amounts paid. In future
filings, the Company intends to disaggregate these elements in presenting Schedule II.

    The net decrease of $637,000 in the allowance for customer deductions account in fiscal 2005
was due to a 20% reduction in the amount of factored receivables outstanding at year end and
the timing of customer initiated advertising support payments.

Note 2 — Summary of Significant Accounting Policies, page F-6

    6.

    The majority of the Company’s shipments are based on FOB shipping point. Therefore,
shipping and handling costs are not significant to the Company. In the infrequent and
isolated cases where the Company is paid these costs by customers, the amounts are recorded
as an offset to freight costs incurred. During fiscal 2005, freight costs incurred, net of
reimbursements, which is reflected in the Statement of Operations in Net Sales, amounted to
less than .4% of such net sales. If such amounts become more significant in future years,
they will be reclassified to Cost of Sales in conformity with the guidance of EITF 00-10.

Securities and Exchange Commission

October 14, 2005

Page 4

Revenue Recognition, page F-6

    7.

    In response to the Staff’s comments, the Company intends to modify its revenue
recognition disclosure in future filings to clarify that all allowances for advertising,
warehouse allowances and volume rebates are netted against sales. As described in the
response above to Staff comment number 5, the Company follows the guidance of EITF 01-9
with regards to payments to resellers. Appropriate allowances are recorded commensurate
with sales activity and the cost of such allowances is netted against sales in reporting
the results of operations.

Stock-Based Compensation, page F-8

    8.

    The Company used an expected volatility rate of 10% for fiscal 2005 and 2004 and 20%
for fiscal 2003. The Company selected these rates after considering historic stock prices
and other factors. The calculated volatility rate for fiscal 2005 and 2004 was
approximately 100%. After a review of historic prices and considering other factors, the
Company chose the indicated rates because management believes that the fiscal 2005 and 2004
historic calculations may not be representative of future volatility rates for the
following reasons:

    a.

    The Company’s trading volume has been low in recent years and only
averaged 2.5% of the outstanding shares per month in fiscal 2005.

    b.

    The Company has a significant amount of warrants outstanding which are
convertible into shares that would represent approximately 65% of the Company’s
outstanding shares on a fully diluted basis. Management believes these warrants
have had a significant effect on the prices being quoted for the Company’s stock
and trading volumes.

    c.

    The Company’s stock trades for less than $1 per share, and, therefore,
small changes in the actual prices cause a large change in the percentage of
change.

    If the Company had used a volatility rate of 100% for all options issued in fiscal 2003,
2004 and 2005, pro forma expense for 2005, 2004 and 2003 would have been as follows:

Securities and Exchange Commission

October 14, 2005

Page 5

    2005

    2004

    2003

    (Amounts in thousands, except per share data)

    Net income, as reported

    $
    2,438

    $
    3,103

    $
    2,487

    Deduct: Total
stock-based employee
compensation expense
determined under fair
value based method for
all awards

    67

    83

    56

    Pro forma net income

    $
    2,371

    $
    3,020

    $
    2,431

    Earnings per share:

    Basic — as reported

    $
    0.26

    $
    0.33

    $
    0.26

    Basic — pro forma

    $
    0.25

    $
    0.33

    $
    0.26

    Diluted — as reported

    $
    0.11

    $
    0.14

    $
    0.12

    Diluted — pro forma

    $
    0.11

    $
    0.14

    $
    0.11

    Dividend Yield

    —

    —

    —

    Expected Volatility

    100

    100

    100

    Risk free interest rate

    4.3

    4.5

    4.2

    Expected life, years

    5.0

    7.9

    8.0

    As reflected in the foregoing, the pro forma expense would have changed by amounts
equal to only 1.2-1.6% of net income and the pro forma basic and diluted earnings per share
would not have changed in most instances.

Note 5. Financing Arrangements, page F-10

    9.

    In response to the Staff’s comments, the Company intends to include a disclosure
similar to the following in future filings:

    “The following methods and assumptions were used to estimate the fair value of each class of
financial instruments for which it is practicable to estimate that value:

    •

    Cash and cash equivalents, accounts receivable and accounts payable — For those
short term instruments, the carrying value is a reasonable estimate of fair value.

    •

    Long term debt — Rates estimated for debt with similar terms and remaining
maturities to companies in a similar financial situation as the Company are used to
estimate the fair value of existing debt. The carrying value is a reasonable
estimate of fair value.”

     The Company hereby acknowledges that: (i) the Company is responsible for the adequacy and
accuracy of the disclosure in the Annual Report; (ii) Staff comments or changes to the disclosure
in response to Staff comments do not foreclose the Commission from taking any action with respect
to the Annual Report; and (iii) the Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the Federal securities laws of the
United States.

Securities and Exchange Commission

October 14, 2005

Page 6

     Any comments or questions regarding the Annual Report or this letter should be directed to the
undersigned at telephone (225) 647-9122 or facsimile (225) 647-9104.

    Sincerely,

    /s/ Amy Vidrine Samson

    Amy Vidrine Samson

    Chief Financial Officer