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April 28, 2020
Brad G. Garner
Principal Financial Officer
HG Holdings, Inc.
2115 E. 7th Street, Suite 101
Charlotte, North Carolina 28204
Re:HG Holdings, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed April 13, 2020
File No. 333-235539
Dear Mr. Garner:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 25, 2020 letter.
Form S-1 filed on April 13, 2020
General
1.We note that you filed an amended Form S-1 on April 13, 2020 and your response
provided an analysis regarding your status as an investment company to the Division of
Investment Management.  The Division of Investment Management is currently
considering your amendment and response.  We may have further comment once they
have considered your analysis.
Unaudited Pro Forma Financial Statements, page 4
2.We note your disclosure on page 3 that on April 3, 2020, you used $1.0 million of your
cash to purchase an additional 100,000 shares of HC Realty Series B Stock and that you

 FirstName LastNameBrad G. Garner
 Comapany NameHG Holdings, Inc.
 April 28, 2020 Page 2
 FirstName LastName
Brad G. Garner
HG Holdings, Inc.
April 28, 2020
Page 2
plan to use your cash to increase this investment by $2.5 million no later than June 1,
2020.  Please tell us why you did not include the impact of these additional investments in
your pro forma financial statements.  Reference is made to Rule 8-05 of Regulation S-X.
            You may contact Peter McPhun at 202-551-3581 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related matters.
Please contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David W. Robertson, Esq.