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    hookerfurn-corresp_020910.htm

    February
9, 2010

    BY
EDGAR

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    100 F
Street, NE

    Washington,
DC  20549-7010

    Attention:
Mr. Terence O’Brien, Branch Chief

              RE:

              Hooker
      Furniture Corporation (the
“Company”)

              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

    Ladies
and Gentlemen:

    Hooker
Furniture Corporation is providing its responses to the Staff’s comment letter
dated January 26, 2010 (the “Staff Letter”) with respect to our filings
referenced above. This letter has been submitted via EDGAR.

    Set forth
below are each of the Staff’s comments (in italics) followed by our
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 respective filings unless the context indicates otherwise.

    We
appreciated the opportunity to discuss the Staff’s comments with SEC Staff
Accountant Mindy Hooker on January 28, 2010 and SEC Attorney Era Anagnosti on
February 1, 2010.  Our responses incorporate key points from those
discussions, as appropriate.

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

    Item 1.A – 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 in 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 risks and
      to provide investors with more insight into the likelihood of future
      impairment risks.

        1

    Company
Response: We will
revise our disclosures in future filings to address the Staff’s
comment.

    Critical Accounting Policies
and Estimates

    Restructuring and Impairment
of Long-Lived Assets – Tangible Assets, page 31

              2.

              With
      a view towards future disclosure, please 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 long-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
      carrying value, please disclose the
following:

              ·

              The
      percentage by which the fair value exceeds the carrying
    value;

              ·

              A
      description of the methods and key assumptions used and how the key
      assumptions were determined;

              ·

              A
      discussion of the degree of uncertainties associated with the key
      assumptions, and;

              ·

              A
      discussion of any potential events, trends, and/or changes in
      circumstances that could reasonably be expected to negatively 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.

    Company
Response:  We note that our
last impairment analysis was performed during the fourth quarter of our 2009
fiscal year and that the fair value of property, plant and equipment was
substantially in excess of carrying value. Typically, we review these assets for
impairment concurrent with our first, second and third fiscal quarter-end
closing process using the impairment indicators outlined in the Property, Plant,
and Equipment topic of the Accounting Standards Codification to facilitate
discussion. A more detailed analysis is performed during our fiscal year-end
closing. Our proposed future disclosure is as follows:

    “Tangible Assets

    We
regularly review our property, plant and equipment for indicators of impairment,
as specified in Property, Plant, and Equipment topic of the Accounting Standards
Codification. Although not exhaustive, this accounting guidance lists potential
indicators of impairment, which we use to facilitate our review. These potential
indicators of impairment include:

              §

              A
      significant decrease in the market value of the long-lived
      asset;

              §

              A
      significant adverse change in the extent or manner in which a long-lived
      asset group is being used, or in its physical
  condition;

              §

              A
      significant adverse change in the legal factors or in the business climate
      that could affect the value of a long-lived asset, including an adverse
      action or assessment by a
regulator;

              §

              An
      accumulation of costs significantly in excess of the amount originally
      expected to acquire or construct a long-lived
  asset;

              §

              A
      current period operating or cash flow loss or a projection or forecast
      that demonstrates continuing losses associated with the long-lived assets
      use; or

              §

              A
      current expectation that more-likely-than-not, a long-lived asset will be
      sold or otherwise disposed of significantly before the end of its
      previously estimated useful life

        2

    The
impairment test for our property, plant and equipment requires us to assess the
recoverability of the value of the assets by comparing their net carrying value
to the sum of undiscounted estimated future cash flows directly associated with
and arising from use and eventual disposition of the assets. We principally use
our internal forecasts to estimate the undiscounted future cash flows used in
our impairment analyses. These forecasts are subjective and are largely based on
management’s judgment, primarily due to the changing industry in which we
compete; changing consumer tastes, trends, and demographics; and the current
economic environment. We monitor changes in these factors as part of the
quarter-end review of these assets. While our forecasts have been reasonably
accurate in the past, during periods of economic instability, uncertainty, or
rapid change within our industry, we may not be able to accurately forecast
future cash flows from our long-lived assets and our future cash flows may be
diminished. Therefore, our estimates and assumptions related to the viability of
our long-lived assets may change, and are reasonably likely to change in future
periods. These changes could adversely affect our consolidated statements of
operations and consolidated statements of financial position. As of February 1,
2009, the fair value of our property, plant and equipment was substantially in
excess of its carrying values.

    When we
conclude that any of these assets are impaired, those assets are written down to
fair value.  Any of these assets that we expect to dispose of by sale
are measured at the lower of their carrying amount or fair value, less cost to
sell; are no longer depreciated; and are reported separately as “assets held for
sale” in the consolidated balance sheets.

    The costs
to dispose of these assets are recognized when we commit to a plan of
disposal.  Severance and related benefits paid to terminated employees
affected by the closings are recorded in the period when management commits to a
plan of termination. We recognize liabilities for these exit and disposal
activities at fair value in the period in which the liability is
incurred.  Asset impairment charges related to the closure of
facilities are based on our best estimate of expected sales prices, less related
selling expenses for assets to be sold.  The recognition of asset
impairment and restructuring charges for exit and disposal activities requires
significant judgment and estimates by management. We reassess our accrual of
restructuring and asset impairment charges each reporting period.  Any
change in estimated restructuring and related asset impairment charges is
recognized in the period during which the change occurs.”

    Item 15 – Exhibits and
Financial Statement Schedules, page 35

    General

              3.

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

    Company
Response:  We will file a
complete copy of the Credit Agreement dated April 30, 2003, including the
schedules, with our next periodic report.

        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 compensation committee has retained a
      compensation consultant to provide the committee with data concerning the
      compensation 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 page 11 suggestive that the committee may be
      engaging in benchmarking of executive compensation within certain
      parameters. To the extent that the committee used the compensation 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
      401(b)(2)(xiv) of Regulation S-K. For additional guidance please see
      Question 118.05 of Regulation S-K Compliance and Disclosure
      Interpretations, which are available on our website at http://www.sec.gov/divisions/corpfin/guidance/regs-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/execompdisclosure.htm.

    Company
Response: We will
provide appropriate disclosure in future filings in response to the Staff’s
comment.

    Base Salary, page
9

              5.

              Based
      on your disclosure it appears that the 4% salary increase was intended 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 increase
      of more than 4%. Please explain the differences in the amounts
      reported.

    Company
Response:  With respect to
Mr. Ryder’s increase, the Compensation Committee approved a mid-year adjustment
of 10% in recognition of his personal performance and increasing importance to
us by virtue of his increased levels of management responsibility. He also
received a 4% increase at year-end. Mr. Cole’s increase was 4%. However, we note
that he worked only a partial year (7.5 months) in 2008, joining us on June 15,
2008, as compared to a full year in 2009.

    We
supplementally inform the Staff that we have reviewed our disclosure controls
and procedures regarding executive compensation disclosures and have implemented
changes that will help ensure that mid-year executive compensation changes, such
as the increase in Mr. Ryder’s salary, will be timely accumulated for purposes
of preparing our executive compensation disclosures and CD&A.

        4

    Annual Cash Incentive, page
9

              6.

              We
      note your disclosure on how the committee determined each named executive
      officer’s base incentive as reflected in the tabular disclosure on page
      10; however, it is unclear why the committee concluded that these base
      incentives, expressed as a percentage on pre-tax income above the
      threshold, were appropriate in light of the factors considered. For
      example, was Mr. Toms’ 0.75% base incentive determined based upon a
      comparative analysis of the peer group, 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 filings please revise your disclosure to provide a comprehensive
      analysis of the substance of the committee’s
  decision.

    Company
Response: We will
provide appropriate disclosure in future filings in response to the Staff’s
comment.

              7.

              With respect to Mr. Cole’s
      base incentives related to the two upholstery businesses, in future
      filings please provide quantitative disclosure 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 401(b)
      of Regulation S-K, your disclosure needs to identify how the corporate
      performance measure (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 paragraph on page 10 is too
      broad and generic.

    Company
Response:  We will provide
appropriate disclosure in future filings in response to the Staff’s
comment.

              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 decrease
      discretionarily each executive’s base incentive. In accordance with Item
      401(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 in arriving at specific
      compensation amounts. Please describe the individual goals and performance
      objectives for each named executive officer. If a named executive
      officer’s personal performance is measured against pre-established
      personal goals or individual objectives, please disclose the objectives
      and describe how performance 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
      evaluation, please ensure to disclose each executive officer’s personal
      objectives by also identifying the specific contributions made by each
      executive and contextualize those achievements for purposes of
      demonstrating how they resulted in specific compensation decisions.
      Although quantitative assessments may not be required, you should provide
      insight of how qualitative inputs are translated into objective pay
      determinations.

        5

    Company
Response:  In response to the Staff’s request for additional
disclosure on how individual performance affected payments under our annual cash
incentive plan, in future filings we would replace the disclosure found in the
second through fifth paragraphs at page 11 of the 2