SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

January 26, 2010
  Mr. E. Larry Ryder Executive VP – Finance and Administ ration and Chief Financial Officer
Hooker Furniture Corporation 440 East Commonwealth Blvd. Martinsville, VA  24112
Re: Hooker Furniture Corporation
Form 10-K for the year ended February 1, 2009 Definitive Proxy Statement on Schedule 14A filed on May 8, 2009
Form 10-Q for the quarter ended November 1, 2009
File No. 0-25349

 Dear Mr. Ryder:
We have reviewed your filings and have th e following comments.  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 commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this 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.

Form 10-K for the fiscal year ended February 1, 2009

Item 1A - Risk Factors, page 11
 We may experience impairment of our long-lived assets, which would decrease earnings and net
worth, page 13

1. In light of the $4.9 million impairment charges incurred in the fourth quarter of fiscal
year 2009 (we note disclosure at the end of page  20), in future filings please revise your
disclosure to quantify these ri sks and to provide investors with more insight into the
likelihood of future impairment risks.

Mr. E. Larry Ryder
Hooker Furniture Corporation
January 26, 2010 Page 2

Critical Accounting Policies and Estimates
 Restructuring and Impairment of Long-L ived Assets – Tangible Assets, page 31

2. With a view towards future disclosure, pl ease provide us with a more specific and
comprehensive discussion of the changes in circumstances which would cause you to
perform an impairment analysis of your l ong-lived assets.  Also, please identify when
your last impairment analysis was performed.  If the fair value of your long-lived assets is
not substantially in excess of the carryi ng value, please disclose the following:
• The percentage by which fair value exceeds carrying value;
• A description of the methods and ke y assumptions used and how the key
assumptions were determined;
• A discussion of the degree of uncertainti es associated with the key assumptions,
and;
• A discussion of any potential events, trends  and/or changes in circumstances that
could reasonably be expected to ne gatively affect the key assumptions.
If you have determined that estimated fair values substantially exceed carrying values,
please disclose that determination.  Refer to  Item 303 of Regulation S-K and Section V of
Interpretive Release 33 -8350 for guidance.  Please provide  us with your proposed future
disclosures.
 Item 15 – Exhibits and Financia l Statement Schedules, page 35

 General

3. It appears that you have not filed the schedules to the Cr edit Agreement dated April 30,
2003 (Exhibit 4.3(a)). Please file  the complete copy of this  agreement with your next
periodic report.

Mr. E. Larry Ryder
Hooker Furniture Corporation
January 26, 2010 Page 3

Definitive Proxy Statement on Schedule 14A filed on May 8, 2009

Executive Compensation, page 7
 Compensation Discussion and Analysis, page 7

 Competitive Data, page 8

4. We note your disclosure that the compensa tion committee has retained a compensation
consultant to provide the committee with data concerning comp ensation levels and
practices and that the committee does not target “executive compensation at any
particular level based on this pay data.”  We also note disclosure in the sixth paragraph of
your “Long-Term Performance Incentive” on pa ge 11 suggestive that the committee may
be engaging in benchmarking of executive co mpensation within certain parameters.  To
the extent that the committee uses the co mpensation data about the peer group as a
reference point on which – either wholly or in part – to base, justify or provide a
framework for a compensation decision, then  in future filings please expand your
disclosure to state that the committee engages in benchmarking of executive
compensation and discuss how actual payments compared to the peer group.  Refer to
Item 402(b)(2)(xiv) of Regulation S-K.  Fo r additional guidance please see Question
118.05 of Regulation S-K Compliance and Disclosu re Interpretations, which are available
on our website at http://www.sec.gov/divisions/cor pfin/guidance/re gs-kinterp.htm  as well
as Staff Observations In the Review of  Executive Compensation Disclosure, also
available on our website at http://www.sec.gov/divisions/corpfin /guidance/execcompdisclosure.htm.

Base Salary, page 9

5. Based on your disclosure it appears that the 4%  salary increase was in tended to cover the
rate of inflation.  We note that the salaries for Messrs. Ryder and Cole as reported in the
Summary Compensation Table reflect an increas e of more than 4%.  Please explain the
differences in the amounts reported.

Mr. E. Larry Ryder
Hooker Furniture Corporation
January 26, 2010 Page 4

Annual Cash Incentive, page 9

6. We note your disclosure on how the comm ittee determined each named executive
officer’s base incentive as reflected in the ta bular disclosure on page 10; however, it is
unclear why the committee concluded that these base incentives, expressed as
percentages of the pre- tax income above the threshold, we re appropriate in light of the
factors considered.  For example, was Mr. Tom’s 0.75% base incentive determined based
upon a comparative analysis of the peer gr oup, or did it represent a projected value
estimated by the committee based upon the assumption that the company’s performance would exceed the $12.5 million pre-tax earnings threshold?  In accordance with Item
402(b)(1)(v) of Regulation S-K, in future fili ngs please revise your disclosure to provide
a comprehensive analysis of the substance of the committee’s decision.

7. With respect to Mr. Cole’s base incentives  related to the two uphol stery businesses, in
future filings please provide quantitative disclo sure of each material factor considered by
the committee in setting these base incentive amounts.  In addition, please note that in
accordance with Instruction 5 of Item 402(b) of  Regulation S-K, your disclosure needs to
identify how the corporate performance meas ure (such as operating profit) was calculated
from your audited financial statements as well  as the adjustments made.  Your disclosure
regarding this matter in the last paragr aph on page 10 is too broad and generic.

8. We note your disclosure on page 11 regarding each named executive officer’s individual
performance and how achievement of each executive’s personal goals affected the
committee’s decision to increase or decrea se discretionarily e ach executive’s base
incentive.  In accordance with Item 402(b)(2 )(vii) of Regulation S-K, your disclosure
should discuss in reasonable detail how the specific items of individual performance
influence the compensation committee’s decision s in arriving at specific compensation
amounts.  Please describe the individual goals and performance objectives for each
named executive officer.  If a named execu tive officer’s personal performance is
measured against pre-established personal goals  or individual objectiv es, please disclose
the objectives and describe how perfor mance or non-performance impacted the
committee’s decision to increase or decrease the amount of the base incentive.  Please
note that to the extent that the committee’s decisions regarding a named executive officer’s individual performance were based upon a subjective evalua tion, please ensure
to disclose each executive officer’s personal objectives by also identifying the specific
contributions made by each executive and c ontextualize those achievements for purposes
of demonstrating how they resulted in  specific compensation decisions.  Although
quantitative targets for subject ive or qualitative assessments may not be required, you
should provide insight of how qualitative i nputs are translated into objective pay
determinations.

Mr. E. Larry Ryder
Hooker Furniture Corporation
January 26, 2010 Page 5
9. We note that you are reporting the individual portion of the cash in centive awards as a
“Bonus” rather than as an element of your  non-equity incentive plan compensation.
Considering that compensation reported in the “Bonus” column should be of a
discretionary nature, your CD&A discusses the individual performance aspect of the
annual cash incentive in the c ontext of an “individual perfor mance adjustment factor” and
not as a separate discretionary award (see disc losure at the end of page 9).  In future
filings please expand your disclosure to prope rly characterize the two step process in
determining the annual cash incentives.   For additional guidance, please see Item
402(c)(2)(iv) of Regulation S-K and Questi on 119.02 of the Regulation S-K Compliance
and Disclosure Interpretations, whic h are available on our website at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm .

Summary Compensation Table, page 15

10. Please tell us why you have not reported ex ecutive compensation for fiscal year 2007 in
accordance with Item 402(c)(1) of Regulation S- K.  Otherwise, in future filings please
disclose executive compensation for each of the last three completed fiscal years.

11. We note your footnote (1) disclosure in the “Bonus” column.  Please explain what the
bonus amounts for Messrs. Toms and Spece represent considering your disclosure on page 11 that a performance adjustment in crease was approved for Messrs. Ryder and
Sundararajan only.

12. We note footnote (5) disclosure  to the “All Other Compensation” column.  Please note
that in accordance with Item 402(c)(2)(ix) of  Regulation S-K and pursuant to Instruction
4 of such item, to the extent that the amount  of perquisites and personal benefits exceeds
the greater of $25,000 or 10% of the total amount  of perquisites and personal benefits,
these perquisites and personal benefits must be quantified and disclosed in a footnote to
the “All Other Compensation” column.  It  does not appear, however, that you have
quantified the 2008 “All Other Comp ensation” disclosure.  To the extent applicable, in
your future filings please make  the necessary changes to co mply with these disclosure
requirements.

Mr. E. Larry Ryder
Hooker Furniture Corporation
January 26, 2010 Page 6

Form 10-Q for the period ended November 1, 2009

Note 6 – Accounts Receivable a nd Short-term Borrowing, page 8

13. In future filings please provide an expande d explanation of the accounting treatment for
your factoring arrangement both before and after the new agreement.  Explain the
mechanics of the arrangement both before and after the changes.  For example, clarify
when you receive payment from the factor, when accounts receivable are removed from
your balance sheet, the extent of the factor’s recourse for customer defaults, etc.  Since
you now retain ownership of receivables assi gned to the factor for collection, explain
what impact this has on the accounting treatmen t of payments received from the factor
and classification and treatment of the accounts receivable.  Also, clarify the nature and
accounting treatment of the $8.9 million receivable  from factor.  Please provide us with
an example of your intended future disclosure.

Note 8 - Supplier Commitments, page 9

14. In future filings, please clearly state wh ether you have a $300,000 asset based on your
expectation of reimbursement from the finish ed goods supplier and disclose the line item
on the balance sheet where this amount is reported.

Financial Condition, Liquidity and Capital Resources
 Debt Covenant Compliance, page 18

15. You made certain changes to the calculation of your covenants in amendments to the
credit facility on February 19 and August 11, 200 9.  Please tell us and clearly disclose in
future filings whether you expected complian ce with the covenants prior to each change
and whether the changes were made to facilita te compliance.  Also, to the extent future
non-compliance of any debt covenant is reas onably likely, please in clude disclosure in
future filings of your calcu lation of the actual ratios.

Mr. E. Larry Ryder
Hooker Furniture Corporation
January 26, 2010 Page 7

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please provid e us with a supplemental response letter that
keys your responses to our comments and provides any requested supplemental information.  Detailed letters greatly facilita te our review.  Please file you r supplemental response on EDGAR
as a correspondence file.  Please understand that we may have a dditional 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, Era Anagnosti, A ttorney, at (202) 551-3369, Pam
Long, Assistant Director, at (202) 551-3765 or to the undersigne d at (202) 551-3355.

Sincerely,    Terence O’Brien Branch Chief