SecProbe.io

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 July 3, 2025

Earl Armstrong
Chief Financial Officer
HOOKER FURNISHINGS Corp
440 East Commonwealth Boulevard
Martinsville, VA 24112

 Re: HOOKER FURNISHINGS Corp
 Form 10-K for the Fiscal Year Ended February 2, 2025
 File No. 000-25349
Dear Earl Armstrong:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 2, 2025

 BY EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 Washington, D.C. 20549

 Attn.: SiSi Cheng and Hugh West

 RE: Hooker Furnishings Corporation

 Form 10-K for the Fiscal Year Ended February
2, 2025

 Filed April 18, 2025

 File No. 000-25349

 Dear SEC Staff:

 This letter is in response to the letter from the Securities and Exchange
Commission (the "Staff"), dated June 24, 2025, and received by email on the same date, setting forth an additional comment
from the Staff on Hooker Furnishings Corporation's (the "Company") Annual Report on Form 10-K for the fiscal year ended
February 2, 2025. The Staff's comment contained your letter is set forth below in italics, followed by the Company's response.

 Form 10-K for the Fiscal Year Ended February 2, 2025

 Notes to Consolidated Financial Statements

 Note 18 - Segment Information, page F-30

 1. You indicate in your response to our prior comment 4 that segment level cost of sales is not separately tracked, nor is it provided
to or reviewed by the CODM. ASC 280- 10-50-26A requires that a segment expense that is easily computable from information that is regularly
provided to the CODM shall be evaluated for disclosure. In this regard, you indicate your CODM regularly reviews net sales and gross profit
by reportable segment, and that gross profit is derived from net sales and cost of sales. It appears that cost of sales is easily computable
and from the net sales and gross profit information regularly provided to the CODM and is required to be disclosed if significant. See
also the example in ASC 280-10-55-15B. Please revise your future filings to provide the required disclosures.

 We respectfully acknowledge the Staff's comment. For
future filings, we will evaluate segment level cost of sales for disclosure and expand our disclosures in our Segment Information footnote
to include the required segment level cost of sales information if significant.

 *****

 We hope the foregoing has been responsive to the
Staff's comment and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments
you may have regarding the Company's responses to me at (276) 666-3969 or earmstrong@hookerfurnishings.com.

 Sincerely,

 By:
 /s/ C. Earl Armstrong III

 C. Earl Armstrong III

 Chief Financial Officer and Senior Vice President - Finance

 cc: Jeremy R. Hoff, Chief Executive Officer

 James M. Anderson III (McGuireWoods LLP)

<DOCUMENT>
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 June 24, 2025

Earl Armstrong
Chief Financial Officer
HOOKER FURNISHINGS Corp
440 East Commonwealth Boulevard
Martinsville, VA 24112

 Re: HOOKER FURNISHINGS Corp
 Form 10-K for the Fiscal Year Ended February 2, 2025
 Filed April 18, 2025
 File No. 000-25349
Dear Earl Armstrong:

 We have reviewed your June 17, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 3,
2025 letter.

Form 10-K for the Fiscal Year Ended February 2, 2025
Notes to Consolidated Financial Statements
Note 18 - Segment Information, page F-30

1. You indicate in your response to our prior comment 4 that segment level
cost of sales
 is not separately tracked, nor is it provided to or reviewed by the
CODM. ASC 280-
 10-50-26A requires that a segment expense that is easily computable from
 information that is regularly provided to the CODM shall be evaluated
for disclosure.
 In this regard, you indicate your CODM regularly reviews net sales and
gross profit
 by reportable segment, and that gross profit is derived from net sales
and cost of sales.
 It appears that cost of sales is easily computable and from the net
sales and gross
 profit information regularly provided to the CODM and is required to be
disclosed if
 significant. See also the example in ASC 280-10-55-15B. Please revise
your future
 filings to provide the required disclosures.
 June 24, 2025
Page 2

 Please contact SiSi Cheng at 202-551-5004 or Hugh West at 202-551-3872
if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June 17, 2025

 BY EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 Washington, D.C. 20549

 Attn.: SiSi Cheng and Hugh West

 RE:
 Hooker Furnishings Corporation

 Form 10-K for the Fiscal Year Ended February 2, 2025

 Filed April 18, 2025

 File No. 000-25349

 Dear SEC Staff:

 This letter is in response to the letter from the Securities and Exchange
Commission (the "Staff"), dated June 3, 2025, and received by email on the same date, setting forth comments from the Staff
on Hooker Furnishings Corporation's (the "Company") Annual Report on Form 10-K for the fiscal year ended February 2,
2025 (the "Form 10-K"). The Staff's comments contained in your letter are set forth below in italics, followed by the
Company's response. Where applicable, we have also provided the Company's responses set forth in its Quarterly Report on Form
10-Q for the period ended May 4, 2025, filed June 13, 2025 ("First Quarter Form 10-Q"), that address certain of the Staff's
comments.

 Form 10-K for the Fiscal Year Ended February 2, 2025

 Management's Discussion and Analysis of Financial Condition and
Results of Operations Financial Condition, Liquidity and Capital Resources

 Summary Cash Flow Information - Operating, Investing and Financing
Activities, page 28

 1. Please provide a more informative discussion and analysis of cash flows from operating activities, including material changes in
working capital components (e.g., trade accounts receivable and inventories), for the periods presented. In doing so, explain the underlying
reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in cash
flows, rather than merely describe items identified on the face of the statement of cash flows. Please refer to Item 303(a) of Regulation
S-K and SEC Release No. 33-8350.

 Response

 We acknowledge the Staff's comment and, in future
filings, will expand our disclosure to provide a more informative discussion and analysis of cash flows from operating activities, including
material changes in working capital components for the periods presented. In doing so, we will explain the underlying reasons and implications
of material changes between periods to provide investors with an understanding of trends and variability in cash flows. As an example
of this expanded discussion and analysis, in our First Quarter Form 10-Q, we respectfully provided the following disclosure on page 27
as follows:

 During fiscal 2026 first quarter, cash provided by operating
activities totaled $14.7 million for the first quarter of fiscal 2026, compared to $1.5 million for the comparable prior-year period.
This increase was primarily driven by favorable changes in working capital and a reduction in net loss.

 ● Net Loss: we reported a net loss of $3.1 million in the first
quarter of fiscal 2026, an improvement from a $4.1 million net loss in the first quarter of fiscal 2025.

 1

 ● Key drivers of operating cash flow increase:

 ο Improved collections of trade receivables resulted in a $18.8 million cash increase, compared to $2.1 million in the prior year first
quarter, primarily related to large, project-based receipts.

 ο Inventory optimization efforts resulted in a $6.4 million cash increase, compared to $5.2 million in the prior year first quarter,
where we transitioned from previously elevated seasonal inventory build-up to active sell-through, especially at Hooker Branded, resulting
in a net inventory reduction and significant positive cash impact.

 ο Changes in prepaid expenses and other assets resulted in a $928,000 cash decrease, compared to a $2.2 million cash decrease in the
prior year first quarter, reflecting approximately $1.3 million in less spending due primarily to the pause in ERP system implementation.

 ο Lower compensation-related payments resulted in a $155,000 cash increase, compared to $1.8 million cash decrease in the prior year
first quarter, attributed to absence of bonus payouts in the current period and decreased headcount and reduced salary and wage expenses.

 ● Offsetting Factors

 ο These cash inflows were partially offset by a decline in accounts
payable, which resulted in a $8.5 million cash decrease, compared to a $2.1 million cash increase in the prior year first quarter, as
we reduced purchasing activity and did not continue building inventory levels during the quarter.

 Cash used in investing activities totaled $967,000 compared
to $959,000 in the first quarter of the prior year. Cash used in financing activities totaled $2.0 million compared to $2.8 million in
the prior year first quarter, due to $534,000 proceeds from revolving credit facility and the absence of term loan payments during the
current quarter.

 Critical Accounting Policies and Estimates

 Impairments of Long-Lived Assets

 Intangible Assets and Goodwill, page 32

 2. We note that none of your reporting units were impaired as of February 2, 2025 based on your annual goodwill impairment test. Please
expand your disclosure in future filings to disclose whether any of your reporting units are at risk of failing the quantitative impairment
test or that the fair value of each of your reporting units are substantially in excess of carrying value and are not at risk of failing.
To the extent any reporting unit fair values are not substantially in excess of fair values, disclose the identity of those reporting
units and the amount or percentage by which the fair value exceeds their carrying values. Refer to ASC 350-20-50 and Item 303(b)(3) of
Regulation S-K.

 Response

 We acknowledge the Staff's comment and, in future
10-K filings, will expand our disclosure to disclose whether any of our reporting units are at risk of failing the annual quantitative
impairment test or that the fair value of each of our reporting units are substantially in excess of carrying value and are not at risk
of failing. In addition, to the extent any reporting unit fair values are not substantially in excess of fair values, in future 10-K filings,
we will disclose the identity of those reporting units and the amount or percentage by which the fair value exceeds their carrying value.

 2

 Notes to Consolidated Financial Statements

 Note 18 - Segment Information, page F-30

 3. Please expand your disclosure in future filings to more fully explain how the CODM uses the reported measure of segment profit
or loss, including gross profit and operating income, in assessing segment performance and deciding how to allocate resources. Refer to
ASC 280-10-50-29(f). See also ASC 280-10-55-47(bb).

 Response

 We acknowledge the Staff's comment and, in future
filings, will expand our disclosure to more fully explain how the CODM uses the reported measure of segment profit or loss, including
gross profit and operating income, in assessing segment performance and deciding how to allocate resources. As an example of this expansion,
we respectfully have updated our disclosure in our First Quarter Form 10-Q, Note 13 – Segment Information on page 15 as follows:

 We define our segments as those operations our chief operating
decision maker ("CODM") regularly reviews to analyze performance and allocate resources. The Company's CODM is the Chief
Executive Officer. The CODM regularly reviews net sales, gross profit, and operating income by segment as the primary measures of segment
performance. The CODM reviews net sales as a primary indicator of operational performance, assessing how much revenue is brought in from
core business activities, after returns, allowances, and discounts, which reflects demand and execution of each segment's strategy.
Gross profit is reviewed by the CODM as a diagnostic metric, particularly useful in evaluating margin trends. Operating income is the
key profitability metric used to assess performance across segments and make decisions related to resource allocation, including capital
expenditures, headcount, and other investment initiatives. These metrics are considered in budgeting, forecasting, and operational planning
decisions.

 4. You disclose that each segment's net sales and gross profit are regularly reviewed by your CODM. Please tell us your consideration
of disclosing cost of sales as a significant segment expense for each reportable segment in the table on page F-31. In this regard, tell
us how you determined whether cost of sales is significant and is easily computable from information that is regularly provided to the
CODM. Refer to ASC 280-10-50-26A and 280-10-55-15B.

 Response

 We acknowledge the Staff's comment and respectfully
submit the following:

 In accordance with ASC 280-10-50-26A, a public entity shall
disclose for each reportable segment the significant expense categories and amounts that are regularly provided to the chief operating
decision maker and included in reported segment profit or loss.

 While our CODM regularly reviews net sales and gross profit
by reportable segment as key performance measures, cost of sales is not separately provided to or reviewed by the CODM on a segment basis.
The CODM does not assess individual segment performance based on cost of sales, nor is cost of sales used in allocating resources or making
operating decisions.

 Although gross profit is mathematically derived from net
sales and cost of sales, segment-level cost of sales is not separately tracked or reported to the CODM, and therefore is not regularly
reviewed or used as contemplated by ASC 280-10-50-26A or the illustrative guidance in 280-10-55-15B.

 Accordingly, we have concluded that cost of sales does not
meet the criteria of a significant segment expense under ASC 280-10-50-26A and, therefore, is not required to be disclosed in the segment
information table on page F-31.

 *****

 3

 We hope the foregoing has been responsive to the
Staff's comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments
you may have regarding the Company's responses to me at (276) 666-3969 or earmstrong@hookerfurnishings.com.

 Sincerely,

 By:
 /s/ C. Earl Armstrong III

 C. Earl Armstrong III

 Chief Financial Officer and

Senior Vice President - Finance

 cc:
 Jeremy R. Hoff, Chief Executive Officer

 James M. Anderson III (McGuireWoods LLP)

 4

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<TEXT>
 June 3, 2025

Earl Armstrong
Chief Financial Officer
HOOKER FURNISHINGS Corp
440 East Commonwealth Boulevard
Martinsville, VA 24112

 Re: HOOKER FURNISHINGS Corp
 Form 10-K for the Fiscal Year Ended February 2, 2025
 Filed April 18, 2025
 File No. 000-25349
Dear Earl Armstrong:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended February 2, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Financial Condition, Liquidity and Capital Resources
Summary Cash Flow Information - Operating, Investing and Financing Activities,
page 28

1. Please provide a more informative discussion and analysis of cash flows
from
 operating activities, including material changes in working capital
components (e.g.,
 trade accounts receivable and inventories), for the periods presented.
In doing so,
 explain the underlying reasons and implications of material changes
between periods
 to provide investors with an understanding of trends and variability in
cash flows,
 rather than merely describe items identified on the face of the
statement of cash flows.
 Please refer to Item 303(a) of Regulation S-K and SEC Release No.
33-8350.
 June 3, 2025
Page 2
Critical Accounting Policies and Estimates
Impairments of Long-Lived Assets
Intangible Assets and Goodwill, page 32

2. We note that none of your reporting units were impaired as of February
2, 2025 based
 on your annual goodwill impairment test. Please expand your disclosure
in future
 filings to disclose whether any of your reporting units are at risk of
failing the
 quantitative impairment test or that the fair value of each of your
reporting units
 are substantially in excess of carrying value and are not at risk of
failing. To the extent
 any reporting unit fair values are not substantially in excess of fair
values, disclose the
 identity of those reporting units and the amount or percentage by which
the fair value
 exceeds their carrying values. Refer to ASC 350-20-50 and
 Item 303(b)(3) of Regulation S-K.
Notes to Consolidated Financial Statements
Note 18 - Segment Information, page F-30

3. Please expand your disclosure in future filings to more fully explain
how the CODM
 uses the reported measure of segment profit or loss, including gross
profit and
 operating income, in assessing segment performance and deciding how to
 allocate resources. Refer to ASC 280-10-50-29(f). See also ASC
280-10-55-47(bb).

4. You disclose that each segment s net sales and gross profit are
regularly reviewed by
 your CODM. Please tell us your consideration of disclosing cost of sales
as a
 significant segment expense for each reportable segment in the table on
page F-31. In
 this regard, tell us how you determined whether cost of sales is
significant and is
 easily computable from information that is regularly provided to the
CODM. Refer to
 ASC 280-10-50-26A and 280-10-55-15B.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact SiSi Cheng at 202-551-5004 or Hugh West at 202-551-3872
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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

       DIVISION OF
CORPORATION FINANCE

February 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 File No. 0-25349

 Dear Mr. Ryder:
 We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
 If you have any questions regarding our review  of these filings, please direct them to
Mindy Hooker, Staff Accountant, at (202) 551- 3732, Era Anagnosti, Attorney, at (202) 551-
3369, Pam Long, Assistant Director, at (202) 55 1-3765 or to the undersi gned at (202) 551-3355.

Sincerely,    Terence O’Brien Branch Chief

CORRESP
1
filename1.htm

    hooker-corresp_022210.htm

    February
22, 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 February 22, 2010 (the “Staff Letter”) with respect to our filings
referenced above. This letter has been submitted via EDGAR.

    Set forth
below is the Staff’s comment (in italics) followed by our
response.  The headings and numbered paragraph 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.

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

    Executive Compensation, page
7

    Base Salary, Page
9

              1.

              We
      note that in response to comment five of our letter dated January 26,
      2010, you state that Mr. Ryder’s 10% salary increase was made in
      recognition of “his personal performance” among other things. To the
      extent applicable, in future filings please identify the specific
      contributions made by each named executive officer and contextualize those
      achievements for purposes of demonstrating how they resulted in specific
      contribution decisions. For example, we note the various categories of Mr.
      Ryder’s individual performance goals set forth in the second bullet point
      on page 7 of your response letter; however, you provide minimal analysis
      as to how the compensation committee evaluated Mr. Ryder’s performance
      against these pre-established goals, which evaluation is then translated
      into pay determinations.

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

    If you
have any questions or require any additional information, please call me at
(276) 656-3314 or Paul Huckfeldt at (276) 632-0459, extension 3006.

    Best
regards,

    /s/ E. Larry Ryder

    E. Larry
Ryder

    Executive
Vice President – Finance and Administration

    Chief
Financial Officer

              cc:

              Paul
      A. Huckfeldt, Corporate Controller & Chief Accounting Officer, Hooker
      Furniture Corporation

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

              Karl
      M. Strait, Partner, McGuireWoods
LLP

    Jeffrey
R. Capwell, Partner, McGuireWoods LLP

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

       DIVISION OF
CORPORATION FINANCE

February 22, 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 response to our comm ent letter dated January 26, 2010 and have
the following comment.  Where indicated, we think you should revise your disclosures in
response to this comment. If you disagree, we wi ll consider your expl anation as to why our
comment is inapplicable or a revision is unneces sary. Please understand that the purpose of our
review process is to assist you in your complian ce with the applicable di sclosure requirements
and to enhance the overall disclosure in your f iling.  We look forward to working with you in
these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to  call us at the telephone numbers li sted at the end of this letter.
 Definitive Proxy Statement on Schedule 14A filed on May 8, 2009

 Executive Compensation, page 7

 Base Salary, page 9

1. We note that in response to comment five of our letter dated January 26, 2010, you state
that Mr. Ryder’s 10% salary increase was made in recognitio n of his “personal
performance” among other things.  To the exte nt applicable, in future filings please
identify the specific contributions made by each named executive officer and contextualize those achievements for purposes  of demonstrating how they resulted in
specific compensation decisions.  For example,  we note the various categories of Mr.
Ryder’s individual performance goals set fort h in the second bullet point on page 7 of
your response letter; however, you provide mi nimal analysis as to how the compensation
committee evaluated Mr. Ryder’s performance against these pre-established goals, which evaluation is then translated into objective pay determinations.

Mr. E. Larry Ryder
Hooker Furniture Corporation
February 22, 2010 Page 2
Please respond to this comment 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
responses to our comment and provides any re quested supplemental information.  Detailed
letters greatly facilitate our review.  Please file your supplemental response on EDGAR as a
correspondence file.  Please understand that we may have additional comments after reviewing
your response to our comment.
 If you have any questions regarding this comm ent, please direct them to Mindy Hooker,
Staff Accountant, at (202) 551-3732, Era Ana gnosti, Attorney, at (202) 551-3369, Pam Long,
Assistant Director, at (2 02) 551-3765 or to the unde rsigned at (202) 551-3355.

Sincerely,    Terence O’Brien Branch Chief

CORRESP
1
filename1.htm

    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

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

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

       DIVISION OF
CORPORATION FINANCE

June 12, 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 completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Mindy Hooker, Staff Accountan t, at (202) 551-3732 or to the undersigned
at (202) 551-3768.          S i n c e r e l y ,            John Cash        B r a n c h  C h i e f

CORRESP
1
filename1.htm

    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

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

April 6, 2006

Mr. E. Larry Ryder
Executive Vice President and Chief Financial Officer, Hooker
Furniture
Corp.
440 East Commonwealth Blvd
Martinsville, VA 24112

Re: Hooker Furniture Corporation
Form 10-K for the fiscal year ended November 30, 2005
      File No. 0-25349

Dear Mr. Ryder:

      We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

      If you have any further questions regarding our review of
your
filings, please direct them to Mindy Hooker, Staff Accountant, at
(202) 551-3732 or, in her absence, to the undersigned at (202)
551-
3768.

       Sincerely,

       John Cash
       Branch Chief

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

         DIVISION OF
CORPORATION FINANCE

CORRESP
1
filename1.htm

Correspondence Letter

 April 3, 2006

 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 November 30, 2005

 Filed February 28, 2006

 File No. 0-25349

 Dear
Mr. Cash:

 Hooker Furniture Corporation is providing its responses to the Staff’s comment letter dated March 16, 2006 (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.

 Commitments and Contractual Obligations, page 22

1.
Staff Comment: Your tabular disclosure of contractual obligations does not appear to include all of your future obligations. In future filings, revise
the table to include all obligations including: estimated interest payments related to outstanding debt and other long-term liabilities recorded under GAAP, including expected funding requirements for employee benefit plans and executive benefits.
Refer to Item 303(a)(5) of Regulation S-K and Release 33-8182. Additionally, we note that the Company generally negotiates firm pricing denominated in U.S. Dollars with its foreign suppliers. Please clarify for us if this also includes firm
purchase commitments regarding quantities of goods. If you do have purchase commitments please include them in your commitments and contractual obligations table in future filings.

 Company Response: In future filings the Company will revise the Commitments and Contractual Obligations table to include (1) estimated
interest payments on outstanding long-term debt and (2) other long-term liabilities related to the Company’s employee benefit and executive compensation plans to the extent those liabilities are reflected on

 Edwin L. Ryder • Executive Vice President – Finance & Administration

 P.O. Box 4708, Martinsville, Virginia 24115 • 276-656-3314 • Fax: 276-632-0026 • Email: lryder@hookerfurniture.com

 www.hookerfurniture.com

 Mr. John Cash

 April 3, 2006

 Page 2 of 4

 the Company’s balance sheet
prepared in accordance with GAAP. Currently, deferred compensation is the only employee benefit or executive compensation plan reflected on the Company’s balance sheet. In addition, we confirm that the Company’s pricing arrangements with
its foreign suppliers do not include firm purchase commitments regarding quantities of goods, other than purchase orders related to specific product orders, which are short-term in nature.

 Non-GAAP Financial Information, page 25

2.
Staff Comment: Since you present a non-GAAP performance measure that excludes recurring expenses, please revise your future presentations to fully
comply with our response to Question 8 of “Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures,” which you can find on our website at www.sec.gov. It appears to us that your current presentation does not address the
material limitations associated with the non-GAAP measure you present or the manner in which you compensate for these limitations.

 Company Response: In future filings the Company will discuss the material limitations associated with its use of non-GAAP financial performance measures that exclude recurring expenses as compared to the most directly
comparable GAAP financial measure in accordance with the Staff’s response to Question 8 of the “Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures.” As discussed in the Company’s Form 10-K, the Company
provides these non-GAAP financial measures because it believes they are useful to investors for the reasons discussed. The Company does not use these non-GAAP financial measures for any other purpose in the management or operation of its business.

 Note 8 – Derivatives, page F-14

3.
Staff Comment: We note that you are amortizing the $3.0 million payment to terminate the swap agreement to interest expense over the remaining
repayment period for Term Loan A. In future filings please provide an enhanced discussion of the impact of this transaction on your current interest expense in Management’s Discussion and Analysis.

 Company Response: Additional discussion regarding the impact of amortizing the $3.0 million swap termination payment is provided in
Management’s Discussion and Analysis under Financial Condition, Liquidity and Capital Resources under the heading “Swap Agreements” on page 21. In future filings the Company will discuss the impact of this transaction on current
interest expense under “Results of Operations” to the extent it is material to the Company’s results of operations.

 Note 15 –
Segment Information, page F-21

4.
Staff Comment: We note that you currently report your results of operations in one operating segment that imports, manufactures and markets residential
furniture products, principally in North America; however, you are still expected to include the enterprise-wide

 Mr. John Cash

 April 3, 2006

 Page 3 of 4

 disclosures required by SFAS
131 paragraphs 36-39, specifically the information about products and services and geographic information. It appears to us that you may be able to disclose this information for each distinct product line you offer.

 Company Response: The Company provides the enterprise-wide disclosures required by paragraphs 36-39 of SFAS 131 in various places in its
Form 10-K, including Item 1. Business and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as in the Notes to Consolidated Financial Statements.

 Regarding paragraphs 36 and 37 of SFAS 131, the Company has one category of products, home furnishings, which includes two product sub-categories:
(1) wood and metal furniture products and (2) upholstered furniture products (see e.g. Item 1. Business – General on page 3 and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations on pages 15 and 16). While the Company’s furniture is marketed under “furniture categories,” such as wall and entertainment units and home office, dining and bedroom furniture, “collections,” such as Preston
Ridge, Intimate Home, Casa del Sol and Modern Classics, and “product categories,” such as The Great Entertainers, SmartWorks Home Office, SmartKids Youth and PGA Tour® Home, these “furniture categories,”
“collections” and “product categories” generally include both wood/metal furniture and upholstered furniture having a common design, theme and lifestyle. In addition, in each case, there may be a significant degree of overlap
among “furniture categories,” “collections” and “product categories.” As a result, it would be impracticable to provide revenues from external customers for these “furniture categories,”
“collections” or “product categories.”

 The Company:

•

Reports revenues as a percentage of net sales for its major product sub-categories (wood and metal furniture products and upholstered furniture products) under Item 1. Business
– General on page 3; and

•

Discusses revenues for its major product sub-categories in Item 7. Management’s Discussion and Analysis of Financial Condition Results of Operations under Results of
Operations – 2005 Compared to 2004 on page 15 and Results of Operations – 2004 Compared to 2003 on page 18.

 Regarding SFAS 131 paragraph 38(a), the Company discloses under Item 1. Business – Distribution on page 5 as follows:

 “In addition to the Company’s broad domestic customer base, the Company also sells to a limited international market. Approximately 3% of the Company’s net sales in 2005 were to international customers.”

 For the periods reported in the Form 10-K, the Company had no external customers attributed to an individual foreign country from which revenues were
material.

 Mr. John Cash

 April 3, 2006

 Page 4 of 4

 Regarding SFAS 131 paragraph
38(b), the Company owns and operates facilities in Virginia and North Carolina and all of its long-lived assets are located in those states (see Item 2. Properties on page 10).

 Regarding SFAS 131 paragraph 39, the Company reports in Item 1. Business – Distribution on page 5 as follows:

 “The Company sold to over 4,900 customers during 2005. No single customer accounted for more than 4% of the Company’s net sales in 2005. No
significant part of the Company’s business is dependent upon a single customer, the loss of which would have a material effect on the business of the Company. However, the loss of several of the Company’s major customers could have a
material impact on the business of the Company.”

 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 at (276) 656-3314 or Gary Armbrister at
(276) 656-3326,

 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

 Dale Boyles, Partner, KPMG
LLP

 Karl M. Strait, Partner, McGuireWoods, LLP

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
March 16, 2006

Mr. E. Larry Ryder
Executive Vice President and Chief Financial Officer, Hooker
Furniture
Corp.
440 East Commonwealth Blvd
Martinsville, VA 24112

Re:	Hooker Furniture Corporation
Form 10-K for the fiscal year ended November 30, 2005
      File No. 0-25349

Dear Mr. Ryder:

      We have reviewed your filing and have the 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 comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary 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 review process is
to
assist you in your compliance with the applicable disclosure
requirements 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 aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Commitments and Contractual Obligations, page 22
1. Your tabular disclosure of contractual obligations does not
appear
to include all of your future obligations.  In future filings,
revise
the table to include all obligations including: estimated interest
payments related to outstanding debt and other long-term
liabilities
recorded under GAAP, including expected funding requirements for
employee benefit plans and executive benefits.  Refer to Item
303(a)(5) of Regulation S-K and Release 33-8182.  Additionally, we
note that the Company generally negotiates firm pricing
denominated in
U.S. Dollars with its foreign suppliers.  Please clarify for us if
this also includes firm purchase commitments regarding quantities
of
goods.  If you do have purchase commitments please include them in
your commitments and contractual obligations table in future
filings.

Non-GAAP Financial Information, page 25

2. Since you present a non-GAAP performance measure that excludes
recurring expenses, please revise your future presentations to
fully
comply with our response to Question 8 of "Frequently Asked
Questions
Regarding the Use of Non-GAAP Financial Measures," which you can
find
on our website at www.sec.gov.  It appears to us that your current
presentation does not address the material limitations associated
with
the non-GAAP measure you present or the manner in which you
compensate
for these limitations.

Note 8 - Derivatives, page F-14

3. We note that you are amortizing the $3.0 million payment to
terminate the swap agreement to interest expense over the
remaining
repayment period for Term Loan A.  In future filings please
provide an
enhanced discussion of the impact of this transaction on your
current
interest expense in Management`s Discussion and Analysis.

Note 15 - Segment Information, page F-21

4. We note that you currently report your results of operations in
one
operating segment that imports, manufactures and markets
residential
furniture products, principally in North America; however, you are
still expected to include the enterprise-wide disclosures required
by
SFAS 131 paragraphs 36-39, specifically the information about
products
and services and geographic information.  It appears to us that
you
may be able to disclose this information for each distinct product
line you offer.

	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 responses to our comments and provides any
requested supplemental information.  Detailed letters greatly
facilitate our review.  Please file your supplemental response on
EDGAR as a correspondence file.  Please understand that we may
have
additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities and
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment decision..  Since the company
and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation 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
??

??

??

??

Mr. E. Larry Ryder
Hooker Furniture Corp.
March 16, 2006
Page 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>