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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
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RE:
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Hooker
Furniture Corporation (the
“Company”)
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Form
10-K for the year ended February 1,
2009
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Definitive
Proxy Statement on Schedule 14A filed on May 8,
2009
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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
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1.
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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.
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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
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cc:
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Paul
A. Huckfeldt, Corporate Controller & Chief Accounting Officer, Hooker
Furniture Corporation
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Henry
G. Williamson, Jr., Audit Committee Chairman, Hooker Furniture
Corporation
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Karl
M. Strait, Partner, McGuireWoods
LLP
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Jeffrey
R. Capwell, Partner, McGuireWoods LLP