SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

May 29, 2008
  Mr. E. Larry Ryder Chief Financial Officer, Hooker Furniture Corporation 440 East Commonwealth Blvd Martinsville, VA 24112
Re: Hooker Furniture Corporation
Form 10-K for the fiscal year ended February 3, 2008
File No. 0-25349

Dear Mr. Ryder:
We have reviewed your filing and have the following comments.  We have limited our
review to only Management’s Discussion and An alysis and will make no further review of your
documents.  Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing th is information, we may or may not raise
additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Mr. E. Larry Ryder
Hooker Furniture Corporation
May 29, 2008 Page 2

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

1. We note your disclosures that address the indus try wide slow down in business at retail
and that you expect business conditions will remain challenging well into fiscal 2009.
We also note from your risk factors on page  11 that an economic downturn could affect
consumer spending habits by decreasing ove rall demand for home furnishings.  While
your current discussion of operations and your  focus on the changes in your business
model address many factors that have impact ed your results, we believe that you should
enhance this discussion in future filings to include more specific quantified information.
This will allow a reader to more clearly understand how the current sales environment
impacts your financial results and will also  enable a reader to better understand how
future trends may also impact your results.  This additional quantified information could
include, but not be limite d to, the following areas:

• Enhanced discussion regarding the potential margin improvements realized and future
trends from importing wood and meta l products compared to domestic
manufacturing;
• Impact of recent acquisitions such as Sam Moore and Opus Designs LLC on your
operating results;
• The potential impact on your inventory levels resulting from the change in your
business model and potential supply chain issues;
• A more thorough discussion and quantific ation of the contribution to your
performance resulting from each of your major product sub-categories.
 Please advise us of your in tentions in this matter.
 Results of Operations, page 21

2. We note your use of the non-GAAP financia l measure Operating Margin, excluding
restructuring and special charges.  Please enhance your disclosures to clearly indicate
why managements believes that the measure is useful and also to de scribe any material
limitations associated with this measure and how management compensates for those
material limitations.  Please refer to It em 10 of Regulation S-K and our response to
question eight of “Frequently Asked Qu estions Regarding the Use of Non-GAAP
Financial Measures.”

Mr. E. Larry Ryder
Hooker Furniture Corporation
May 29, 2008 Page 3
  As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us  with a response.  Please provide us with a
supplemental response letter that keys your re sponses to our comments and provides any
requested supplemental information.  Detailed letter s greatly facilitate our review.  Please file
your supplemental response on EDGAR as a corres pondence file.  Please understand that we
may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities and
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
 In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclosure in their filings;
• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and
• 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.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
If you have any questions regarding these comments, please direct them to Mindy
Hooker, Staff Accountant, at (202) 551- 3732 or to the undersigned at (202) 551-3768.

Sincerely,    John Cash Branch Chief