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    Unassociated Document

    June 11,
2008

    BY EDGAR,
FACSIMILE AND U. S. MAIL

    Mr. John
Cash

    Branch
Chief

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, NE

    Washington,
DC  20549-7010

              RE:

              Hooker
      Furniture Corporation

              Form
      10-K for the fiscal year ended February 3,
2008

              Filed
      April 16, 2008

              File
      No. 0-25349

    Dear Mr.
Cash:

    Hooker
Furniture Corporation is providing its responses to the Staff’s comment letter
dated May 29, 2008 (the “Staff Letter”) with respect to the Company’s Form 10-K
referenced above. This letter has been submitted via EDGAR, facsimile and a hard
copy delivered by U. S. Mail.

    Set forth
below are each of the Staff’s comments (in italics) followed by the
Company’s responses.  The headings and numbered paragraphs in this
letter correspond to the same contained in the Staff Letter.  Terms
used in this letter, that are not otherwise defined herein, have the meanings
given them in the Form 10-K unless the context indicates otherwise.

    We
acknowledge and appreciate the opportunity to discuss the Staff’s comments as
well as provide further insight into the Company’s operations in our telephone
conversation with Staff Accountant, Mindy Hooker on June 3, 2008.  Our
responses incorporate key points from that discussion, as
appropriate.

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

    Staff
Comment:  We note your
disclosures that address the industry wide slowdown in business at retail and
that you expect business conditions to remain challenging well into fiscal
2009.  We also note from your risk factors on page 11 that an economic
downturn could effect consumer spending habits by decreasing overall 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
impacted 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 all also enable a reader to better understand
how future trends may also impact your results.  This additional
quantified information could include, but not be limited to, the following
areas:

              ·

              Enhanced
      discussion regarding the potential margin improvements realized and future
      trends from imported wood and metal 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 quantification of the contribution to your
      performance resulting from each of your major product
      sub-categories

    Company
Response: Hooker
Furniture operates predominantly in the residential home furnishings industry,
principally in North America.  Generally, our customers and financial
performance are similar for substantially all of the Company’s product lines,
including the product lines of the recently acquired Sam Moore and Opus Designs
businesses.  Additionally, substantially all of the Company’s product
lines are affected in similar ways by economic conditions and consumer spending
patterns. Consequently, financial performance measures are generally similar for
all of the Company’s products.

    We have
noted in our filing that domestically produced wood furniture had a diminished
impact on the current year’s results of operations, due to the Company’s exit
from that business last year.  That transition is now substantially
complete. As a result, the Company expects that inventory levels in future
periods will be comparable as a percentage of sales to those for the 2008 fiscal
year.

    The
Company will provide in future filings, when material, more specific quantified
information regarding the performance of major product sub-categories when
required to give investors an understanding of how a particular major product
sub-category has had a distinct effect on the financial performance of the
Company.

    Result
of Operations page 21

      Staff
Comment: We note
your use of the non-GAAP financial measure Operating Margin excluding
restructuring and special charges.  Please enhance your disclosures to
clearly indicate why management believes that the measure is useful and also to
describe any material limitations associated with this measure and how
management compensates for those material limitations.  Please refer
to Item 10 of Regulation S-K and our response to question eight of “Frequently
Asked Questions Regarding the use of Non-GAAP Financial
Measures.”

    Company
Response:  In addition to
the presentation of “Operating Margin excluding restructuring and special
charges” in its “Results of Operations” referred to in the Staff’s comment, the
Company also provided disclosure regarding this non-GAAP financial measure in
“Item 8 - Financial Statements and Supplementary Data.” In each case, the
Company included a brief statement explaining why the Company provides this
information. As a point of clarification, the Company discloses this measure
because it understands this information is useful to investors, but management
does not use this measure for any other purpose.

    In any
future filings in which the Company presents “Operating Margin excluding
restructuring and special charges” we will include additional disclosure
regarding any material limitations of that financial measure as compared to the
use of the most directly comparable GAAP financial measure.

    In
connection with responding to the Staff’s comments the Company acknowledges
that:

              ·

              The
      Company is responsible for the adequacy and accuracy of the disclosure in
      its filings;

              ·

              Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the Commission from taking any action with 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.

    If you
have any questions or require any additional information, please call me or Gary
Armbrister at (276) 656-0459,

    Best
regards,

    /s/ E.
Larry Ryder

    E. Larry
Ryder

    Executive
Vice President – Finance and Administration

    Chief
Financial Officer

    Enclosures

              cc:

              Mindy
      Hooker, Staff Accountant – Division of Corporation Finance, Securities and
      Exchange Commission

              R.
      Gary Armbrister, Chief Accounting Officer, Hooker Furniture
      Corporation

              Henry
      G. Williamson, Jr., Audit Committee Chairman, Hooker Furniture
      Corporation

              Paul
      Chapman, Partner, KPMG LLP

              Karl
      M. Strait, Partner, McGuireWoods,
LLP