UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 
 Washington,
        D.C.  20549
 
 **Form
        10-Q**
 
 Quarterly
        report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
        1934
 
 For
        the
        quarterly period ended**October 28, 2007**
 
 Commission
        file number **000-25349**
 
 **HOOKER
        FURNITURE CORPORATION**
 *(Exact
        name of registrant as specified in its charter)*
 
 **Virginia**
              **54-0251350***(State
                  or other jurisdiction of incorporation or
                  organization)*
              *(IRS
                  employer identification no.)*
 
 **440
        East Commonwealth Boulevard, Martinsville,
        VA  24112**
 *(Address
        of principal executive offices, zip code)*
 
 **(276)
        632-0459**
 *(Registrant’s
        telephone number, including area code)*
 
 **N/A**
 *(Former
        name, former address and former fiscal year, if changed since last
        report)*
 
 Indicate
        by
        check mark whether the registrant (1) has filed all reports required to be
        filed
        by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
        preceding 12 months (or for such shorter period that the registrant was required
        to file such reports), and (2) has been subject to such filing requirements
        for
        the past 90 days.  Yes x  No
         ̈
 
 Indicate
        by
        check mark whether the registrant is a large accelerated filer, an accelerated
        filer, or a non-accelerated filer.  See definition of “accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange
        Act.  (Check one):
 Large
        accelerated Filer  ̈                                      Accelerated
        Filer x                                     Non-accelerated
        Filer  ̈
 
 Indicate
        by
        check mark whether the registrant is a shell company (as defined in Rule
        12b-2
        of the Exchange Act).
 Yes
 ̈
        No
x
 
 Indicate
        the
        number of shares outstanding of each of the issuer’s classes of common stock as
        of**November 28, 2007**.
 
 
 **Common
                  stock, no par value**
              **11,864,983***(Class
                  of common stock)*
              *(Number
                  of shares)*
  1
 **PART
        I.  FINANCIAL INFORMATION**
 
 **Item
        1.  Financial Statements**
 
 **HOOKER
        FURNITURE CORPORATION AND SUBSIDIARIES**
 UNAUDITED
        CONSOLIDATED BALANCE SHEETS
 (In
        thousands, including share data)
 
 **October
                  28,**
              
              
              November
                  30,**2007**
              
              
              2006**Assets**Current
                  assetsCash
                  and cash
                  equivalents
              
              **$**
              **37,355**
              
              
              $
              31,864Trade
                  accounts receivable, less
                  allowance for doubtful accountsof
                  **$1,507** and $1,807 on each date
              
              ****
              **41,147**
              
              
              
              45,444Inventories
              
              ****
              **51,321**
              
              
              
              68,139Prepaid
                  expenses and other
                  current assets
              
              ****
              **2,941**
              
              
              
              4,357Assets
                  held for
                  sale
              
              ****
              **2,272**Total
                  current
                  assets
              
              ****
              **135,036**
              
              
              
              149,804Property,
                  plant and equipment, net
              
              ****
              **25,737**
              
              
              
              29,215Goodwill
              
              ****
              **2,396**
              
              
              
              2,396Intangible
                  assets
              
              ****
              **4,796**
              
              
              
              4,415Cash
                  surrender value of life insurance policies
              
              ****
              **12,419**
              
              
              
              11,458Other
                  assets
              
              ****
              **3,432**
              
              
              
              4,011Total
                  assets
              
              **$**
              **183,816**
              
              
              $
              201,299**Liabilities
                  and Shareholders’ Equity**Current
                  liabilitiesTrade
                  accounts
                  payable
              
              **$**
              **11,899**
              
              
              $
              11,251Accrued
                  salaries, wages and
                  benefits
              
              ****
              **6,191**
              
              
              
              6,189Other
                  accrued
                  expenses
              
              ****
              **4,524**
              
              
              
              5,879Current maturities of long-term debt
              
              ****
              **2,645**
              
              
              
              2,457Total
                  current
                  liabilities
              
              ****
              **25,259**
              
              
              
              25,776Long-term
                  debt, excluding current maturities
              
              ****
              **5,910**
              
              
              
              8,555Deferred
                  compensation
              
              ****
              **5,051**
              
              
              
              3,924Other
                  long-term liabilities
              
              ****
              **867**
              
              
              
              508Total
                  liabilities
              
              ****
              **37,087**
              
              
              
              38,763Shareholders’
                  equityCommon
                  stock, no par value,
                  **20,000** shares authorized,**12,023**and
                  14,429****shares issued and outstanding on each
                  date
              
              ****
              **18,906**
              
              
              
              11,154Unearned
                  ESOP shares, 2,377
                  shares on November 30, 2006
              
              
              
              
              
              
              (14,835
              )Retained
                  earnings
              
              ****
              **127,929**
              
              
              
              166,326Accumulated
                  other comprehensive
                  loss
              
              ****
              **(106**
              **)**
              
              
              (109
              )Total
                  shareholders’
                  equity
              
              ****
              **146,729**
              
              
              
              162,536Total
                  liabilities and
                  shareholders’ equity
              
              **$**
              **183,816**
              
              
              $
              201,299
 
 The
        accompanying notes are an integral part of the unaudited consolidated financial
        statements.
 
 2
 **HOOKER
        FURNITURE CORPORATION AND SUBSIDIARIES**
 UNAUDITED
        CONSOLIDATED STATEMENTS OF OPERATIONS
 (In
        thousands, except per share data)
 
 Three
                  Months Ended
              
              
              Nine
                  Months Ended**October
                  28,**
              
              
              November
                  30,
              
              
              **October
                  28,**
              
              
              November
                  30,**2007**
              
              
              2006
              
              
              **2007**
              
              
              2006Net
                  sales
              
              **$**
              **83,768**
              
              
              $
              90,987
              
              
              **$**
              **234,503**
              
              
              $
              264,687Cost
                  of
                  sales
              
              ****
              **57,132**
              
              
              
              63,017
              
              
              ****
              **162,788**
              
              
              
              186,451Gross
                  profit
              
              ****
              **26,636**
              
              
              
              27,970
              
              
              ****
              **71,715**
              
              
              
              78,236Selling
                  and administrative expenses
              
              ****
              **17,312**
              
              
              
              18,620
              
              
              ****
              **48,385**
              
              
              
              54,534Restructuring
                  and asset impairment charges
              
              ****
              **419**
              
              
              
              3,735
              
              
              ****
              **763**
              
              
              
              6,693Operating
                  income
              
              ****
              **8,905**
              
              
              
              5,615
              
              
              ****
              **22,567**
              
              
              
              17,009Other
                  income (expense), net
              
              ****
              **309**
              
              
              
              (261
              )
              
              ****
              **1,150**
              
              
              
              (90
              )Income
                  before income
                  taxes
              
              ****
              **9,214**
              
              
              
              5,354
              
              
              ****
              **23,717**
              
              
              
              16,919Income
                  taxes
              
              ****
              **3,303**
              
              
              
              1,818
              
              
              ****
              **8,662**
              
              
              
              6,341Net
                  income
              
              **$**
              **5,911**
              
              
              $
              3,536
              
              
              **$**
              **15,055**
              
              
              $
              10,578Earnings
                  per share:Basic
              
              **$**
              **0.48**
              
              
              $
              0.29
              
              
              **$**
              **1.19**
              
              
              $
              0.88Diluted
              
              **$**
              **0.48**
              
              
              $
              0.29
              
              
              **$**
              **1.19**
              
              
              $
              0.88Weighted
                  average shares outstanding:Basic
              
              ****
              **12,266**
              
              
              
              12,014
              
              
              ****
              **12,676**
              
              
              
              11,971Diluted
              
              ****
              **12,270**
              
              
              
              12,014
              
              
              ****
              **12,680**
              
              
              
              11,973Cash
                  dividends declared per share
              
              **$**
              **0.10**
              
              
              $
              0.08
              
              
              **$**
              **0.30**
              
              
              $
              0.24
 
 The
        accompanying notes are an integral part of the unaudited consolidated financial
        statements.
 
 3
 **HOOKER
        FURNITURE CORPORATION AND SUBSIDIARIES**
 UNAUDITED
        CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In
        thousands)
 
 Nine
                  Months Ended**October
                  28,**
              
              
              November
                  30,**2007**
              
              
              2006**Cash
                  flows from operating activities**Cash
                  received from
                  customers.
              
              **$**
              **234,868**
              
              
              $
              263,877Cash
                  paid to suppliers and employees
              
              ****
              **(192,939**
              **)**
              
              
              (244,689
              )Income
                  taxes paid, net
              
              ****
              **(10,188**
              **)**
              
              
              (8,442
              )Interest
                  received (paid), net
              
              ****
              **977**
              
              
              
              (10
              )Net
                  cash provided by
                  operating activities
              
              ****
              **32,718**
              
              
              
              10,736**Cash
                  flows from investing activities**Acquisition
                  of Sam Moore
                  Furniture, net of cash acquired
              
              ****
              **(10,571**
              **)**Purchase
                  of property, plant and
                  equipment
              
              ****
              **(1,514**
              **)**
              
              
              (3,716
              )Proceeds
                  from the sale of property and equipment
              
              ****
              **2,129**
              
              
              
              2,516Net
                  cash used in
                  investing activities
              
              ****
              **(9,956**
              **)**
              
              
              (1,200
              )**Cash
                  flows from financing activities**Purchases
                  and retirement of common stock
              
              ****
              **(26,785**
              **)**Cash
                  dividends paid
              
              ****
              **(3,847**
              **)**
              
              
              (2,855
              )Payments
                  on long-term debt
              
              ****
              **(1,860**
              **)**
              
              
              (1,727
              )Net
                  cash used in
                  financing activities
              
              ****
              **(32,492**
              **)**
              
              
              (4,582
              )**Net
                  (decrease) increase in cash and cash equivalents**
              
              ****
              **(9,730**
              **)**
              
              
              4,954**Cash
                  and cash equivalents at beginning of period**
              
              ****
              **47,085**
              
              
              
              26,910**Cash
                  and cash equivalents at end of period**
              
              **$**
              **37,355**
              
              
              $
              31,864**Reconciliation
                  of net income to net cash provided****by
                  operating
                  activities**Net
                  income
              
              **$**
              **15,055**
              
              
              $
              10,578Depreciation
                  and
                  amortization
              
              ****
              **2,530**
              
              
              
              3,424Non-cash
                  ESOP cost and restricted
                  stock awards
              
              ****
              **33**
              
              
              
              2,023Restructuring
                  and asset impairment charges
              
              ****
              **763**
              
              
              
              6,693Loss
                  on disposal of
                  property
              
              
              
              
              
              
              2Provision
                  for doubtful
                  accounts
              
              ****
              **834**
              
              
              
              1,855Deferred
                  income tax expense (benefit)
              
              ****
              **3,203**
              
              
              
              (3,639
              )Changes
                  in assets and liabilities, net of effect from acquisition:Trade
                  accounts
                  receivable
              
              ****
              **(505**
              **)**
              
              
              (3,017
              )Inventories
              
              ****
              **16,261**
              
              
              
              (3,623
              )Prepaid
                  expenses and other
                  assets
              
              ****
              **(1,160**
              **)**
              
              
              (1,766
              )Trade
                  accounts
                  payable
              
              ****
              **937**
              
              
              
              (4,412
              )Accrued
                  salaries, wages and
                  benefits
              
              ****
              **(1,211**
              **)**
              
              
              (292
              )Accrued
                  income
                  taxes
              
              ****
              **(4,728**
              **)**
              
              
              1,538Other
                  accrued
                  expenses
              
              ****
              **(139**
              **)**
              
              
              620Other
                  long-term
                  liabilities
              
              ****
              **845**
              
              
              
              752Net
                  cash provided by operating activities
              
              **$**
              **32,718**
              
              
              $
              10,736
 
 The
        accompanying notes are an integral part of the unaudited consolidated financial
        statements.
  4
 **HOOKER
        FURNITURE CORPORATION AND SUBSIDIARIES**
 UNAUDITED
        CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
 (In
        thousands, except per share data)
 
 
 
 For
          the
          two-month transition period ended January 28, 2007 and nine months ended
          October
          28, 2007
 
 Unearned
              
              
              
              
              
              AccumulatedESOP
                  and
              
              
              
              
              
              Other
              
              
              TotalCommon
                  Stock
              
              
              Restricted
              
              
              Retained
              
              
              Comprehensive
              
              
              Shareholders’Shares
              
              
              Amount
              
              
              Shares
              
              
              Earnings
              
              
              Loss
              
              
              EquityBalance
                  at November 30, 2006
              
              
              14,429
              
              
              $
              11,154
              
              
              $
              (14,835
              )
              
              $
              166,326
              
              
              $
              (109
              )
              
              $
              162,536Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (18,415
              )
              
              
              
              
              
              
              (18,415
              )Unrealized
                  gain on interest rate swap
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              40
              
              
              
              40Total
                  comprehensive loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (18,375
              )Restricted
                  stock grants
              
              
              5Restricted
                  stock compensation cost
              
              
              
              
              
              
              8
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              8ESOP
                  termination
              
              
              (1,165
              )
              
              
              9,678
              
              
              
              14,835
              
              
              
              (6,372
              )
              
              
              
              
              
              
              18,141Balance
                  at January 28, 2007
              
              
              13,269
              
              
              
              20,840
              
              
              
              
              
              
              
              141,539
              
              
              
              (69
              )
              
              
              162,310Net
                  income
              
              
              
              
              
              
              
              
              
              
              
              
              
              ****
              **15,055**
              
              
              
              
              
              
              ****
              **15,055**Unrealized
                  loss on interest rate swap
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              ****
              **(37**
              **)**
              
              ****
              **(37**
              **)**Total
                  comprehensive income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              ****
              **15,018**Cash
                  dividends ($0.30 per share)
              
              
              
              
              
              
              
              
              
              
              
              
              
              ****
              **(3,847**
              **)**
              
              
              
              
              
              ****
              **(3,847**
              **)**Restricted
                  stock compensation cost
              
              
              
              
              
              ****
              **33**
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              ****
              **33**Repurchases
                  of common stock
              
              ****
              **(1,246**
              **)**
              
              ****
              **(1,967**
              **)**
              
              
              
              
              
              ****
              **(24,818**
              **)**
              
              
              
              
              
              ****
              **(26,785**
              **)**Balance
                  at October 28,
                  2007
              
              ****
              **12,023**
              
              
              **$**
              **18,906**
              
              
              **$**
              
              
              
              **$**
              **127,929**
              
              
              **$**
              **(106**
              **)**
              
              **$**
              **146,729**
 
 The
        accompanying notes are an integral part of the unaudited consolidated financial
        statements.
 
 5
 **HOOKER
        FURNITURE CORPORATION AND SUBSIDIARIES**
 NOTES
        TO
        UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 (Dollar
        and
        share amounts in tables, except per share amounts, in thousands unless otherwise
        indicated)
 For
        the
        Quarterly Period Ended October 28, 2007
 
 1.
              **Preparation
                  of Interim Financial
                  Statements**
 
 The
        consolidated financial statements of Hooker Furniture Corporation and
        subsidiaries (referred to as “Hooker” or the “Company”) have been prepared in
        accordance with the rules and regulations of the Securities and Exchange
        Commission (“SEC”).  In the opinion of management, these statements
        include all adjustments necessary for a fair presentation of the results
        of all
        interim periods reported herein.  All such adjustments are of a normal
        recurring nature.  Certain information and footnote disclosures
        prepared in accordance with U.S. generally accepted accounting principles
        (“GAAP”) are condensed or omitted pursuant to SEC rules and
        regulations.  However, management believes that the disclosures made
        are adequate for a fair presentation of results of operations and financial
        position.  Operating results for the interim periods reported herein
        may not be indicative of the results expected for the year.  These
        financial statements should be read in conjunction with the audited consolidated
        financial statements and accompanying notes included in the Company’s annual
        report on Form 10-K for the fiscal year ended November 30, 2006.
 
 On
        August 29,
        2006, the Company approved a change in its fiscal year.  After the
        fiscal year that ended November 30, 2006, the Company’s fiscal years will end on
        the Sunday nearest to January 31.  The Company completed a two-month
        transition period that began December 1, 2006 and ended January 28, 2007
        and
        filed a transition report on Form 10-Q for that period in March
        2007.  The financial statements contained herein are being filed as
        part of a quarterly report on Form 10-Q covering the thirteen-week period
        (also
        referred to as “three months” or “three-month period”) that began July 30, 2007
        and the thirty-nine week period (also referred to as “nine months,” “nine-month
        period” or “first nine months”) that began January 29, 2007, both ending on
        October 28, 2007.  These financial statements also include the
        three-month period that began September 1, 2006 and the nine-month period
        that
        began March 1, 2006, both ending on November 30, 2006.  The Company
        did not recast the financial statements for the three-month or the nine-month
        periods ended November 30, 2006 principally because the financial reporting
        processes in place at that time included certain procedures that were completed
        only on a quarterly basis.  Consequently, to recast those periods
        would have been impractical and would not have been cost-justified.
 
 References
        to
        the 2008 fiscal year and comparable terminology in the notes to the consolidated
        financial statements mean the fiscal year that began January 29, 2007 and
        will
        end February 3, 2008.  Certain items in the consolidated financial
        statements and the notes to the consolidated financial statements for the
        periods prior to the fiscal year 2008 have been reclassified to conform to
        the
        fiscal year 2008 method of presentation.
 
 2.
              **Inventories**
 
 **October
                  28,**
              
              
              November
                  30,**2007**
              
              
              2006Finished
                  furniture
              
              **$**
              **52,667**
              
              
              $
              68,396Furniture
                  in process
              
              ****
              **1,094**
              
              
              
              1,629Materials
                  and supplies
              
              ****
              **8,686**
              
              
              
              9,130Inventories
                  at FIFO
              
              ****
              **62,447**
              
              
              
              79,155Reduction
                  to LIFO basis
              
              ****
              **11,126**
              
              
              
              11,016Inventories
              
              **$**
              **51,321**
              
              
              $
              68,139
  6
 3. **Property,
        Plant and Equipment**
 
 **October
                  28,**
              
              
              November
                  30,**2007**
              
              
              2006Buildings
                  and land improvements
              
              **$**
              **23,076**
              
              
              $
              33,523Machinery
                  and equipment
              
              ****
              **3,415**
              
              
              
              20,506Furniture
                  and fixtures
              
              ****
              **27,325**
              
              
              
              24,917Other
              
              ****
              **3,559**
              
              
              
              3,239Total
                  depreciable property at
                  cost
              
              ****
              **57,375**
              
              
              
              82,185Less
                  accumulated depreciation
              
              ****
              **33,652**
              
              
              
              56,675Total
                  depreciable property,
                  net
              
              ****
              **23,723**
              
              
              
              25,510Land
              
              ****
              **1,387**
              
              
              
              1,472Construction
                  in progress
              
              ****
              **627**
              
              
              
              2,233Property,
                  plant and equipment,
                  net
              
              **$**
              **25,737**
              
              
              $
              29,215
 
 4.           **Goodwill
        and Intangible Assets**
 
 **October
                  28,**
              
              
              November
                  30,**2007**
              
              
              2006Goodwill
              
              **$**
              **2,396**
              
              
              $
              2,396**Non-amortizable
                  Intangible Assets**Trademarks
                  and trade names – Bradington-Young
              
              **$**
              **4,400**
              
              
              $
              4,400Trademarks
                  and trade names – Sam Moore
              
              ****
              **396**Total
                  trademarks and trade names
              
              ****
              **4,796**
              
              
              
              4,400**Amortizable
                  Intangible Assets**Non-compete
                  agreements
              
              ****
              **700**
              
              
              
              700Less
                  accumulated amortization
              
              ****
              **700**
              
              
              
              685Net
                  carrying value
              
              
              
              
              
              
              15Intangible
                  assets
              
              **$**
              **4,796**
              
              
              $
              4,415
 
 5.           **Acquisition**
  On
        April 28,
        2007, the Company completed its acquisition of substantially all of the
        assets of Bedford, Virginia-based Sam Moore Furniture Industries, Inc., a
        manufacturer of upscale occasional chairs with an emphasis on fabric-to-frame
        customization in the upper-medium to high-end price niches.  The
        Company operates the business as Sam Moore Furniture LLC.  The Company
        acquired the Sam Moore operation for an aggregate purchase price of $12.1
        million, consisting of $10.3 million in cash (net of cash acquired), $1.5
        million in assumed liabilities and acquisition-related fees of
        $330,000.
 
 Based
        on an
        appraisal of the assets of Sam Moore, the fair value of those assets exceeded
        the Company’s purchase price paid.  This $3.6 million excess over
        purchase price paid was allocated as a reduction to the fair value of property,
        plant and equipment and intangible assets in determining their recorded
        values.
 
 The
        recorded
        values of the assets acquired and liabilities assumed were:
  **April
                  28, 2007**Current
                  assets
              
              **$**
              **8,669**Property,
                  plant and equipment
              
              ****
              **3,072**Intangible
                  assets
              
              ****
              **396**Total
                  assets acquired
              
              ****
              **12,137**Current
                  liabilities assumed
              
              ****
              **1,487**Net
                  assets acquired
              
              **$**
              **10,650**
  7
 6.           **Long-Term
        Debt**
 
 **October
                  28,**
              
              
              November
                  30,**2007**
              
              
              2006Term
                  loan
              
              **$**
              **8,555**
              
              
              $
              11,012Less
                  current maturities
              
              ****
              **2,645**
              
              
              
              2,457Long-term
                  debt, less current maturities
              
              **$**
              **5,910**
              
              
              $
              8,555
 
 7.           **Restructuring
        and Asset Impairment Charges and Assets Held for Sale**
 
 Severance
                    and
                  Related
                    Benefits
                
                
                Asset
                  Impairment
                
                
                Other
                
                
                TotalAccrued
                    balance at January 28, 2007
                
                $
                2,983
                
                
                
                
                
                $
                200
                
                
                $
                3,183Restructuring  charges
                    and asset impairmentcharges
                    accrued
                
                ****
                **63**
                
                
                **$**
                **263**
                
                
                ****
                **437**
                
                
                ****
                **763**Non-cash
                    charges
                
                
                
                
                
                ****
                **(263**
                **)**
                
                
                
                
                
                ****
                **(263**
                **)**Cash
                    payments
                
                ****
                **(1,923**
                **)**
                
                
                
                
                
                ****
                **(441**
                **)**
                
                ****
                **(2,364**
                **)**Balance
                    at **October 28, 2007**
                
                **$**
                **1,123**
                
                
                **$**
                
                
                
                **$**
                **196**
                
                
                **$**
                **1,319**
  During
        the
        2008 nine-month period, the Company recorded aggregate restructuring charges
        of
        $763,000 ($473,000 after tax, or $0.04 per share) consisting of $893,000
        for
        additional severance, related benefits, asset impairment, disassembly and
        exit
        costs associated with the March 2007 closing of the Martinsville, Va. domestic
        wood manufacturing facility, partially offset by a restructuring credit of
        $130,000, principally for previously accrued health care benefits for the
        Pleasant Garden, N.C. facility that are not expected to be paid.
 
 The
        fair
        value (net of expected selling costs) of the Martinsville, Va. facility real
        and
        personal property has been reclassified to “assets held for sale” in the
        consolidated balance sheets.  In October 2007, the Company sold the
        machinery, equipment and certain other personal property located at that
        facility for $2.1 million, net of related selling costs.  The Company
        has entered into an agreement to sell the real property located
        there.  The sale is expected to close by the end of December
        2007.  The Company expects to record an additional $50,000 to $150,000
        in disassembly and similar exit costs as incurred in the fourth quarter of
        fiscal 2008 related to the sale.
 
 8. **** **Other
        Comprehensive Income**
  Three
                  Months Ended
              
              
              Nine
                  Months Ended**October
                  28,**
                **2007**
              
              
              November
                  30,
                2006
              
              
              **October
                  28,**
                **2007**
              
              
              November
                  30,
                2006Net
                  income
              
              **$**
              **5,911**
              
              
              $
              3,536
              
              
              **$**
              **15,055**
              
              
              $
              10,578(Loss)
                  gain on interest rate swap
              
              ****
              **(79**
              **)**
              
              
              (40
              )
              
              ****
              **(92**
              **)**
              
              
              27Portion
                  of swap agreement’s fair value reclassified tointerest
                  expense
              
              ****
              **11**
              
              
              
              14
              
              
              ****
              **32**
              
              
              
              56Other
                  comprehensive (loss) income before tax
              
              ****
              **(68**
              **)**
              
              
              (26
              )
              
              ****
              **(60**
              **)**
              
              
              83Income
                  tax benefit (expense)
              
              ****
              **26**
              
              
              
              8
              
              
              ****
              **23**
              
              
              
              (31
              )Other
                  comprehensive (loss) income, net of tax
              
              ****
              **(42**
              **)**
              
              
              (18
              )
              
              ****
              **(37**
              **)**
              
              
              52Comprehensive
                  net income
              
              **$**
              **5,869**
              
              
              $
              3,518
              
              
              **$**
              **15,018**
              
              
              $
              10,630
  8
 9.           **Employee
        Stock Ownership Plan (“ESOP”) Cost**
 
 Three
                  Months Ended
              
              Nine
                  Months Ended**October
                  28,**
              
              November
                  30,
              
              **October
                  28,**
              
              November
                  30,**2007**
              
              2006
              
              **2007**
              
              2006Average
                  closing market price per share
              
              
              $
              14.41
              
              
              
              $
              16.10Number
                  of shares committed to beReleased
                  (in whole shares)
              
              
              
              38,278
              
              
              
              
              124,759Non-cash
                  ESOP cost
              
              
              $
              551
              
              
              
              $
              2,009Administrative
                  cost
              
              
              
              22
              
              
              
              
              46Total
                  ESOP cost
              
              
              $
              573
              
              
              
              $
              2,055
 
 On
        January
        26, 2007, the Company terminated its ESOP.  The termination resulted
        in an $18.4 million, non-cash, non-tax deductible charge to earnings in January
        2007 with a corresponding increase in shareholders’ equity.  As a
        result of the ESOP termination, approximately 1.2 million shares of Company
        common stock held by the ESOP were released to be allocated to eligible
        employees.  To effect the termination of the ESOP, the Company
        redeemed and retired an additional 1.2 million shares of Company common stock
        held by the ESOP, with proceeds to the ESOP of $17.2 million (or $15.01 per
        share). The ESOP used the proceeds to repay the outstanding balance on the
        ESOP
        loan.  In connection with the ESOP termination, the Company wrote-off
        the related deferred tax asset in the amount of $855,000.
 
 10.          **Share-Based
        Compensation**
 
 The
        Company
        issued restricted stock awards to non-employee members of the board of directors
        in January 2006 and 2007 and expects to issue restricted stock or other forms
        of
        stock-based compensation awards to eligible directors and employees in the
        future under the Hooker Furniture Corporation 2005 Stock Incentive Plan (“Stock
        Plan”).
 
 The
        Stock
        Plan permits incentive awards of restricted stock, restricted stock units,
        stock
        appreciation rights and performance grants to key employees and non-employee
        directors.  A maximum of 750,000 shares of the Company’s common stock
        has been reserved for issuance under the Stock Plan.  On January 15,
        2007, a total of 4,875 shares of restricted common stock were granted to
        the
        five non-employee members of the board of directors at a grant-date fair
        value
        of $15.23 per share.  On January 16, 2006, a total of 4,851 shares of
        restricted common stock were granted to the six non-employee members of the
        board of directors at a grant-date fair value of $15.31 per share.  These
        shares will vest if each director remains on the board through a 36-month
        service period or may vest earlier in accordance with terms specified in
        the
        Stock Plan. Since January 2006, 784 shares were forfeited and 147 shares
        vested
        under these restricted stock awards.
 
 The
        Company
        accounts for these awards as “non-vested equity shares.”  These shares
        have an aggregate grant-date fair value of approximately $137,000, after
        taking
        forfeitures into account.  Through October 28, 2007, the Company has
        recognized non-cash compensation expense of approximately $60,000 related
        to
        these non-vested awards.  The remaining $77,000 of grant-date fair
        value will be recognized over the remaining vesting periods for these
        awards.
 
 Restricted
        shares awarded under the Stock Plan that have not yet vested are considered
        when
        computing diluted earnings per share.  Basic and diluted earnings per
        share are calculated using the following share data:
  Three
                  Months Ended
              
              
              Nine
                  Months Ended**October
                  28,**
              
              
              November
                  30,
              
              
              **October
                  28,**
              
              
              November
                  30,**2007**
              
              
              2006
              
              
              **2007**
              
              
              2006Weighted
                  average shares outstanding for computing
                basic
                  earnings per share
              
              ****
              **12,266**
              
              
              
              12,014
              
              
              ****
              **12,676**
              
              
              
              11,971Dilutive
                  effect of restricted stock awards
              
              ****
              **4**
              
              
              
              
              
              
              ****
              **4**
              
              
              
              2Weighted
                  average shares
                  outstanding for computing
                diluted
                  earnings per share
              
              ****
              **12,270**
              
              
              
              12,014
              
              
              ****
              **12,680**
              
              
              
              11,973
 
 9
 11.          **Common
        Stock**
 
 During
        the
        fiscal 2008 first and second quarters, the Company’s Board of Directors had
        authorized the repurchase of  up to an aggregate of $30 million of the
        Company’s common stock.  The Company completed the repurchase program
        in November 2007.   Since February 2007, the Company has
        repurchased in open market transactions a total of 1.4 million shares of
        Company
        common stock under this authorization at an average price of $21.36 per share,
        excluding commissions.
 
 12.**** **Accounting
        Pronouncements**
  On
        January
        29, 2007, the Company adopted Financial Accounting Standards Interpretation
        No.
        48, Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 clarifies the
        accounting for uncertainty in income taxes recognized in an enterprise’s
        financial statements in accordance with FASB Statement No. 109, Accounting
        for
        Income Taxes. FIN 48 prescribes a recognition threshold and measurement
        attribute for the financial statement recognition and measurement of a tax
        position taken or expected to be taken in a tax return. FIN 48 also provides
        guidance on de-recognition, classification, interest and penalties, accounting
        in interim periods, disclosures and transition.   The Company recorded no
        adjustment upon adoption of FIN 48.
  The
        Company
        had unrecognized tax benefits of $983,000 on January 29, 2007.  As of
        October 28, 2007, the Company’s unrecognized tax benefits declined to $308,000,
        principally as a result of the settlement of a federal income tax audit for
        the
        Company’s 2003 and 2004 tax years. The remaining unrecognized tax benefits as of
        October 28, 2007,  (consisting of deductions claimed on previously
        filed returns) are expected to be effectively settled within twelve months
        with
        the filing of amended federal and state income tax returns for the applicable
        fiscal years through November 30, 2005.  Consequently, the Company will not
        recognize any benefit from the settlement of these previously unrecognized
        tax
        positions.
  The
        Company
        elected upon adoption of FIN 48 to classify interest or penalties recognized
        in
        accordance with FIN 48 as income tax expense.  Accrued interest and
        penalties included with these unrecognized tax benefits discussed above were
        $87,000 as of January 29, 2007 and $29,000 as of October 28, 2007.
  The
        Company
        believes that the statute of limitations for all major jurisdictions has
        expired
        for tax periods ending on or before November 30, 2003.
  13.**** **Subsequent
        Events**
  On
        October 24, 2007, the Company
        announced that it had signed a letter of intent to purchase the assets of
        Opus
        Designs Furniture, LLC, a specialist in moderately priced youth bedroom
        furniture. The transaction is expected to close by the end of January 2008,
        subject to, among other things, completion of due diligence and negotiation
        of a
        definitive acquisition agreement.
 On
          December
          5, 2007, the Company announced that its Board of Directors had approved
          a new
          authorization to repurchase up to $10 million of the Company’s common
          stock.  There is no expiration date for this authorization, but the
          Company expects the purchases to be completed within the next six
          months.  Repurchases may be made from time-to-time in the open market,
          or in privately negotiated transactions at prevailing market prices that
          the
          Company deems appropriate.  The Company plans to enter into a trading
          plan under Rule 10b5-1 of the Securities Exchange Act of 1934 for effecting
          some
          or all of the purchases under this repurchase authorization.  The
          trading plan will contain certain provisions that could restrict the amount
          and
          timing of purchases.  The Company will be able to terminate this plan
          at any time.
 **Item
          2.    Management’s Discussion and Analysis of Financial
          Condition and Results of Operations**
 
 On
        August 29,
        2006, the Company approved a change in its fiscal year.  After the
        fiscal year that ended November 30, 2006 (“fiscal 2006”), the Company’s fiscal
        years will end on the Sunday nearest to January 31. The Company completed
        a
        two-month transition period that began December 1, 2006 and ended January
        28,
        2007 and filed a transition report on Form 10-Q for that period in March
        2007.  This quarterly report on Form 10-Q includes the Company’s
        unaudited consolidated financial statements for the thirteen week (also referred
        to as “three months,” “three-month period,” “quarter” or “quarterly period”) and
        thirty-nine week (also referred to as “nine months,” “nine-month period” or
“first nine months”) periods ended October 28, 2007 and discusses the Company’s
        results of operations for each respective period compared with the most directly
        comparable prior fiscal year three and nine-month periods, which ended November
        30, 2006.  This report also discusses the Company’s financial
        condition as of October 28, 2007.  References in this report to the
        2008 fiscal year or comparable terminology refer to the Company’s fiscal year
  10
 that
        began
        January 29, 2007 and will end February 3, 2008.  The Company did not
        recast the financial statements for the three-month or the nine-month periods
        ended November 30, 2006, principally because the financial reporting processes
        in place at that time included certain procedures that were completed only
        on a
        quarterly basis. Consequently, to recast those periods would have been
        impractical and would not have been cost-justified.
 
 **Overview**
 
 Results
        of
        operations for the thirteen weeks ended October 28, 2007 reflect the Company’s
        transformation into a home furnishings design, marketing and logistics company
        with world-wide sourcing capabilities.  With the closing of its last
        domestic wood furniture plant during the fiscal 2008 first quarter, the Company
        is now focused on imported wood and metal and domestically produced and imported
        upholstered home furnishings.  On April 28, 2007, the Company
        completed the acquisition of Sam Moore Furniture Industries, Inc., a Bedford,
        Virginia manufacturer of upscale occasional chairs with an emphasis on
        fabric-to-frame customization in the upper-medium to high-end price
        niches.  The Company began operating the business as Sam Moore
        Furniture LLC during the fiscal 2008 second quarter.
 
 Because
        the
        fiscal 2008 third quarter does not completely correspond to the fiscal 2006
        fourth quarter, management’s discussion of results of operations includes
        information regarding daily average sales rates and profitability performance
        as
        a percentage of net sales.
 
 Following
        are
        the principal factors that impacted the Company’s results of operations during
        the quarterly period ended October 28, 2007:
 
 ·
              Based
                  on actual shipping days in each period, average daily net sales
                  declined
                  9.4% during the 64-day fiscal 2008 third quarter compared to the
                  63-day
                  fiscal 2006 fourth quarter.  The decline in average daily net
                  sales continues to mirror the year-over-year decline in incoming
                  order
                  rates the Company has experienced since the fiscal 2006 third quarter
                  resulting from the industry-wide slow down in business at
                  retail.
 
 ·
              Operating
                  margin during the fiscal 2008 third quarter compared with the fiscal
                  2006
                  fourth quarter was favorably impacted
                  by:
 
 §
              a
                  $3.3
                  million, or 88.8%, decline in restructuring and asset impairment
                  related
                  charges;
  §
              an
                  improvement in gross profit margin to 31.8% of net sales compared
                  with
                  30.7% in the prior year quarter, principally as a result of the
                  higher
                  proportion of imported wood and metal products sold and lower delivered
                  cost of those imported products (primarily lower inbound freight
                  and
                  delivery costs) as a percentage of net sales; partially offset
                  by
  §
              an
                  increase in selling and administrative costs as a percentage of
                  net sales,
                  due to the decline in net sales.  These expenses actually
                  declined by $1.3 million, or 7.0%, driven primarily by reductions
                  in  temporary warehousing and storage costs for imported wood
                  furniture products, lower early retirement and non-cash employee
                  stock
                  ownership plan (“ESOP”) costs (the ESOP was terminated in January 2007)
                  and lower selling expenses, partially offset by the selling and
                  administrative expenses incurred by Sam Moore.
  ·
              The
                  operations of Sam Moore Furniture are included in the Company’s results of
                  operations as of the beginning of the fiscal 2008 second
                  quarter.
 
 11
 **Results
        of Operations**
 
 The
        following
        table sets forth the percentage relationship to net sales of certain items
        included in the consolidated statements of operations.
 
 Three
                  Months Ended
              
              
              Nine
                  Months Ended**October
                  28,**
              
              
              November
                  30,
              
              
              **October
                  28,**
              
              
              November
                  30,**2007**
              
              
              2006
              
              
              **2007**
              
              
              2006Net
                  sales
              
              ****
              **100.0**
              **%**
              
              
              100.0
              %
              
              ****
              **100.0**
              **%**
              
              
              100.0
              %Cost
                  of
                  sales
              
              ****
              **68.2**
              
              
              
              69.3
              
              
              ****
              **69.4**
              
              
              
              70.4Gross
                  profit
              
              ****
              **31.8**
              
              
              
              30.7
              
              
              ****
              **30.6**
              
              
              
              29.6Selling
                  and administrative expenses
              
              ****
              **20.7**
              
              
              
              20.5
              
              
              ****
              **20.6**
              
              
              
              20.6Restructuring
                  and asset impairment charges
              
              ****
              **0.5**
              
              
              
              4.1
              
              
              ****
              **0.3**
              
              
              
              2.5Operating
                  income
              
              ****
              **10.6**
              
              
              
              6.2
              
              
              ****
              **9.6**
              
              
              
              6.4Other
                  income (expense), net
              
              ****
              **0.4**
              
              
              
              (0.3
              )
              
              ****
              **0.5**
              
              
              
              0.0Income
                  before income taxes
              
              ****
              **11.0**
              
              
              
              5.9
              
              
              ****
              **10.1**
              
              
              
              6.4Income
                  taxes
              
              ****
              **3.9**
              
              
              
              2.0
              
              
              ****
              **3.7**
              
              
              
              2.4Net
                  income
              
              ****
              **7.1**
              
              
              
              3.9
              
              
              ****
              **6.4**
              
              
              
              4.0
 
 Fiscal
        2008 Third Quarter Compared to the Fiscal 2006 Fourth Quarter
 
 Net
        sales for
        the fiscal year 2008 third quarter declined to $83.8 million compared to
        $91.0
        million for the fiscal 2006 fourth quarter, principally due to lower unit
        volumes attributed to the industry-wide slow down in business at
        retail.  Based on actual shipping days in each period, average daily
        net sales declined 9.4% to $1.3 million per day during the 64-day fiscal
        2008
        third quarter compared to $1.4 million per day during the 63-day fiscal 2006
        fourth quarter.
 
 Net
        sales
        rates (i.e. average daily net sales) decreased for Hooker imported and
        domestically produced wood and metal furniture and Bradington-Young domestic
        and
        imported leather upholstered furniture for the fiscal 2008 third quarter
        compared to the fiscal 2006 fourth quarter, principally due to lower unit
        volume. These declines in unit volume were partially offset by $7.2 million
        in
        net sales of Sam Moore Furniture fabric upholstered furniture.
 
 Overall,
        average selling prices increased slightly during the fiscal 2008 third quarter
        compared to the fiscal 2006 fourth quarter principally due to higher average
        selling prices for imported wood and metal furniture and domestic leather
        upholstered furniture, offset by a slight decline in average selling prices
        for
        imported leather upholstered furniture and a sharp decline in domestic wood
        furniture average selling prices.  Imported wood and metal furniture
        average selling prices for the fiscal 2008 third quarter increased principally
        due to the mix of products shipped, compared to the fiscal 2006 fourth
        quarter.  Domestic  leather upholstered furniture average
        selling prices increased principally due to an overall increase in per unit
        pricing.  The decline in imported leather upholstered prices was due
        to the mix of products shipped and higher discounting on slower-moving
        products.  The decline in domestically produced wood furniture selling
        prices was principally due to sharp discounting offered on discontinued
        products.
 
 Gross
        profit
        margin increased to 31.8% of net sales in the fiscal 2008 third quarter compared
        to 30.7% in the fiscal 2006 fourth quarter, driven principally by the higher
        proportion of imported wood and metal products sold and the lower delivered
        cost
        of those products (primarily lower inbound freight and delivery costs) as
        a
        percentage of net sales,  partially offset by a  sharp
        decline in gross margin for domestically produced wood furniture.  The
        decline in gross margin on domestically produced wood furniture was primarily
        due to aggressive price discounting during the fiscal 2008 third quarter
        on
        these discontinued products.  Gross margins for leather upholstered
        furniture were flat compared to the prior year period.  Gross profit
        margin for Sam Moore’s fabric upholstered products amounted to 21.0% of Sam
        Moore’s sales during the current year quarter.
 
 12
 Selling
        and
        administrative expenses declined to $17.3 million for the fiscal 2008 third
        quarter, compared to $18.6 million for the fiscal 2006 fourth quarter, but
        increased slightly as a percentage of net sales to 20.7% from 20.5% due to
        lower
        net sales in the current year quarter.  The decrease in selling and
        administrative expenses was principally due to reductions in temporary
        warehousing and storage costs for imported wood furniture products, as well
        as
        lower non-cash ESOP costs and lower selling expenses, partially offset by
        the
        selling and administrative expenses incurred by Sam Moore.
 
 During
        the
        fiscal year 2008 third quarter, the Company recorded restructuring charges
        of
        $419,000 ($260,000 after tax, or $0.02 per share) principally for additional
        asset impairment, disassembly and exit costs associated with the March 2007
        closing of the Martinsville, Va. domestic wood manufacturing
        facility.
 
 During
        the
        fiscal 2006 fourth quarter, the Company recorded $3.7 million ($2.3 million
        after tax, or $0.19 per share) in restructuring charges (net of restructuring
        credits) principally related to:
 
 ·
              an
                  asset impairment charge to write down the real and personal property
                  at
                  the Martinsville, Va. manufacturing facility to its estimated fair
                  value
                  ($4.2 million); net of
 ·
              a
                  restructuring credit, principally related to the reversal of previously
                  accrued health care benefits for terminated employees at the former
                  Roanoke, Va. facility that were not expected to be paid
                  ($448,000).
 
 Operating
        income for the fiscal 2008 third quarter increased to $8.9 million, or 10.6%
        of
        net sales, compared to operating income of $5.6 million, or 6.2% of net sales,
        in the fiscal 2006 fourth quarter, principally due to:
 
 ·
              the
                  $3.3 million, or 88.8% decrease in restructuring and asset impairment
                  costs; and
 ·
              the
                  increase in gross profit margin to 31.8% from 30.7%; partially
                  offset
                  by
 ·
              the
                  $1.3 million, or 7.0% decrease in selling and administrative costs;
                  however, these expenses increased as a percentage of net sales
                  due to the
                  decline in net sales.
 
 Other
        income,
        net was $309,000, or 0.4% of net sales, for the fiscal 2008 third quarter
        compared to other expense, net of $261,000, or 0.3% of net sales, for the
        fiscal
        2006 fourth quarter.  This improvement was the result of an increase
        in interest income, due to higher cash and cash equivalent balances, and
        a
        decrease in interest expense, due to lower debt levels.
 
 The
        Company
        recorded income tax expense of $3.3 million for the fiscal 2008 third quarter
        and $1.8 million for the fiscal 2006 fourth quarter. The Company’s effective tax
        rate increased to 35.9% for the fiscal 2008 third quarter from 34.0% during
        the
        fiscal 2006 fourth quarter.  The Company’s effective tax rate in the
        2006 fiscal fourth quarter was lower principally as a result of the correction
        of an error related to its accounting for the tax treatment of the
        ESOP.  See Note 11 – Income Taxes  included in the Notes to
        the  Consolidated Financial Statements contained in the Company’s
        Annual Report on Form 10-K for the fiscal year ended November 30,
        2006.
  
 Fiscal
        year
        2008 third quarter net income was $5.9 million, or $0.48 per share, compared
        to
        net income of $3.5 million, or $0.29 per share, in the fiscal 2006 fourth
        quarter.  Earnings per share improvements resulting from higher net
        income were reduced by a net increase in weighted average shares outstanding
        resulting from:  1) 1.2 million shares released to employees in the
        January 2007 termination of the ESOP,  partially offset by 2) the
        weighted average effect of common stock repurchases since February.
 
 13
 Fiscal
        2008 First Nine Months Compared to the Fiscal 2006 Nine-Month Period ended
        November 30, 2006
 
 Year-to-date,
        the Company reported net sales of $234.5 million, a decrease of $30.2 million
        or
        11.4%, compared to $264.7 million in the nine-month period ended November
        30,
        2006, principally due to lower unit volume attributed to the industry-wide
        slow
        down in business at retail.  Based on actual shipping days in each
        period, average daily net sales declined 11.9% to $1.2 million per day during
        the 192 day fiscal 2008 nine-month period compared to $1.4 million per day
        during the 191 day fiscal 2006 nine-month period.  The Company
        experienced lower average daily unit volume shipments overall, and in every
        product category except import upholstery, which experienced a slight increase,
        comparing the fiscal 2008 first nine months to the nine-month period ended
        November 30, 2006.  Sam Moore fabric upholstery sales amounted to
        $13.9 million for the two quarters since it was acquired at the beginning
        of the
        fiscal 2008 second quarter.
 
 Overall,
        average selling prices for the Company increased slightly.  The
        Company experienced slight increases in average selling prices for imported
        wood
        and metal and domestically produced leather upholstered furniture, offset
        by a
        slight decline in imported leather upholstered furniture average selling
        prices
        and a sharp decline in domestically produced wood furniture average selling
        prices.  Imported wood and metal furniture average selling prices for
        the fiscal 2008 first nine months increased in part due to the mix of products
        shipped and lower discounting, compared to the fiscal 2006 nine-month
        period.  The increase in domestically produced leather upholstered
        furniture average selling prices was principally due to an overall increase
        in
        per unit pricing combined with the mix of products shipped.  The
        decline in imported leather upholstered furniture average selling prices
        was due
        to the mix of products shipped and higher discounting on slow-moving products.
        The decline in domestically produced wood furniture average selling prices
        was
        due to sharp discounting offered on discontinued domestically produced wood
        furniture products.
 
 Year-to-date,
        gross profit margin increased to 30.6% of net sales compared to 29.6% in
        the
        comparable 2006 period due to the larger proportion of sales of higher margin
        imported products and the lower delivered cost of those products (primarily
        lower inbound freight and delivery costs) as a percentage of net
        sales.
 
 In
        the first
        nine months of fiscal 2008, selling and administrative expenses decreased
        $6.1
        million, or 11.3%, to $48.4 million compared with $54.5 million in the fiscal
        2006 nine-month period.  The decline is principally due to reductions
        in temporary warehousing and storage costs for imported wood furniture products,
        lower early retirement and non-cash ESOP costs, lower selling expenses and
        a
        gain on the settlement of a corporate-owned life insurance policy in connection
        with the death of a former executive of the company, partially offset by
        the
        selling and administrative expenses incurred by Sam Moore.  As a
        percentage of net sales, selling and administrative expenses approximated
        20.6%
        in each period.
 
 During
        the
        first nine months of fiscal 2008, the Company recorded aggregate restructuring
        charges (net of restructuring credits) of $763,000 ($473,000 after tax, or
        $0.04
        per share) consisting of:
 
 ·
              $893,000
                  for additional severance and related benefit costs, asset impairment,
                  disassembly and exit costs associated with the closing of the
                  Martinsville, Va. domestic wood manufacturing facility in March
                  2007; net
                  of
 ·
              a
                  restructuring credit of $130,000  principally for previously
                  accrued health care benefits for the Pleasant Garden, N.C. facility
                  that
                  are not expected to be paid.
 
 During
        the
        fiscal 2006 nine-month period, the Company recorded $6.7 million ($4.1 million
        after tax or $0.35 per share) in restructuring charges,
        net  principally related to:
 
 ·
              an
                  asset impairment charge to write down the real and personal property
                  at
                  the Martinsville, Va. manufacturing facility to its estimated fair
                  value
                  ($4.2 million);
 ·
              severance
                  and related benefits and asset impairment charges related to the
                  August
                  2006 closing of the Company’s Roanoke, Va. manufacturing facility ($2.7
                  million); and
 ·
              asset
                  impairment charges related to two former Bradington-Young showrooms
                  ($140,000); net of
 ·
              a
                  restructuring credit, principally for previously accrued health
                  care
                  benefits for terminated employees at the former Pleasant Garden,
                  N.C.
                  facility that were not expected to be paid
                  ($322,000).
 
 14
 The
        Company’s
        operating income for the first nine months of fiscal 2008 increased to $22.6
        million, or 9.6% of net sales, compared to operating income of $17.0 million,
        or
        6.4% of net sales, in the first nine months of fiscal 2006, principally due
        to:
 
 ·
              the
                  $5.9 million, or 88.6%, decrease in restructuring and asset impairment
                  costs;
 ·
              the
                  increase in gross profit margin to 30.6% from 29.6%;
                  and
 ·
              the
                  $6.1 million, or 11.3%, decline in selling and administrative costs;
                  although these costs were 20.6% of net sales in both
                  periods.
 
 Other
        income,
        net was $1.2 million, or 0.5% of net sales for the first nine months of fiscal
        2008 compared to other expense, net of $90,000 for the fiscal 2006 nine-month
        period.  This improvement was the result of an increase in interest
        income due to higher cash and cash equivalent balances and a decrease in
        interest expense on lower debt levels.
 
 The
        Company
        recorded income tax expense of $8.7 million for the first nine months of
        fiscal
        2008 and $6.3 million for fiscal 2006 nine-month period. The Company’s effective
        tax rate decreased to 36.5% for the first nine months of fiscal 2008 from
        37.5%
        for the fiscal 2006 nine-month period.    The effective rate
        declined in the fiscal 2008 first nine months principally due to the tax
        effect
        of the ESOP.  The Company recorded no ESOP compensation cost during
        the current year period due to the termination of the ESOP in January
        2007.  The effective rate also declined during the current year period
        partly due to the non-taxable gain recorded on the settlement of a corporate
        owned life insurance policy discussed previously.
 
 Year-to-date
        net income rose by 42.3%, or $4.5 million, to $15.1 million or $1.19 per
        share,
        from $10.6 million, or $0.88 per share, in the fiscal 2006 nine-month
        period.  As a percent of net sales, net income increased to 6.4% in
        the 2008 nine-month period compared to 4.0% for the fiscal 2006 nine-month
        period.  Earnings per share improvements resulting from higher net
        income were reduced by a net increase in weighted average shares outstanding
        resulting from:  1) 1.2 million shares released to employees in the
        January 2007 termination of the ESOP, partially offset by 2) the weighted
        average effect of common stock repurchases since February 2007.
 
 **Outlook**
 
 The
        Company
        continued to experience declines in incoming orders during the fiscal 2008
        third
        quarter.  The Company expects that retail conditions will continue to
        be sluggish well into next year.  However, financial performance for
        the remainder of fiscal 2008 should continue to show year-over-year improvement
        even in the face of weak sales, due to:
 
 ·
              the
                  cost-cutting measures implemented by the
                  Company;
 ·
              continued
                  progress in managing the Company’s supply chain, warehousing and
                  distribution operations; and
 ·
              the
                  elimination of costs associated with the closing of the Company’s wood
                  furniture manufacturing facilities.
 
 A
        number of
        expenses that occurred in the fiscal 2006 fourth quarter and fiscal 2007
        two-month transition period are not expected to recur in the fourth quarter
        of
        fiscal 2008, including temporary port storage costs, early retirement costs
        and
        costs related to the termination of the ESOP.  The Company also
        expects to incur substantially less in restructuring and asset impairment
        costs
        during the fiscal 2008 fourth quarter.
 
 During
        the
        fiscal 2008 second quarter, the Company successfully integrated the Sam Moore
        operations into the Company’s overall operations.  While Sam Moore has
        operated at a slight loss since acquired in April 2007, the Company is taking
        steps, including expanding the Sam Moore sales team and investigating additional
        distribution channels that the Company believes will help to generate sales
        growth and reducing operating expenses for the Sam Moore product
        lines.  As a result, the Company anticipates marginal profitability
        from Sam Moore in the 2009 fiscal year.
  On
        October
        24, 2007, the Company announced it signed a letter of intent to purchase
        the
        assets of Opus Designs Furniture, LLC, a specialist in moderately priced
        youth
        bedroom furniture. The transaction is expected to close by the end of January
        2008, subject to, among other things, completion of due diligence and
        negotiation of a definitive acquisition agreement.  The acquisition
        would provide a solid foundation for the
  15
 Company
        to
        build a strong youth bedroom program at more moderate price points, with
        a more
        comprehensive product line and with superior sourcing arrangements compared
        to
        the Company’s current SmartKids youth furniture line.
 
 In
        the fiscal
        2008 fourth quarter, the Company plans to begin using a distribution facility
        located in the port area of Southern California.  As a result, the
        Company expects to improve its service and further reduce inbound and outbound
        freight cost to its dealers principally located on the U.S. West Coast, for
        certain imported wood and upholstered furniture products.
 
 **Financial
        Condition, Liquidity and Capital Resources**
 
 Balance
        Sheet and Working Capital
 
 As
        of October
        28, 2007, assets totaled $183.8 million, decreasing from $201.3 million at
        November 30, 2006, due to decreases in inventories, accounts receivable,
        property, plant and equipment,  prepaid expenses and other current
        assets, and other long-term assets, partially offset by increases in cash
        and
        cash equivalents, assets held for sale, cash surrender value of life insurance
        policies and intangible assets.  Shareholders’ equity at October 28,
        2007 declined to $146.7 million, compared to $162.5 million at November 30,
        2006, principally due to repurchases of common stock.  The Company’s
        long-term debt, including current maturities decreased to $8.6 million at
        October 28, 2007, from $11.0 million at November 30, 2006, as a result of
        scheduled debt repayments.
 
 Working
        capital decreased $14.3 million or 11.5%, to $109.8 million as of October
        28,
        2007, from $124.0 million at the end of fiscal 2006, reflecting a $14.8 million
        decrease in current assets, partially offset by a $517,000 decrease in current
        liabilities.
 
 The
        decrease
        in current assets is principally due to decreases of $16.8 million in
        inventories, $4.3 million in accounts receivable and $1.4 million in prepaid
        expenses and other current assets, offset by increases of $5.5 million in
        cash
        and cash equivalents and $2.3 million in assets held for
        sale.  Accounts receivable decreased principally due to lower
        sales.
 
 Inventories
        decreased 24.7%, to $51.3 million as of October 28, 2007, from $68.1 million
        at
        November 30, 2006, principally due to:
 
 ·
              declines
                  in manufactured finished goods and work in process, principally
                  due to the
                  Company’s exit from domestic wood manufacturing;
                  and,
 ·
              a
                  decline in purchases of imported wood inventories, resulting principally
                  from lower sales volume and  a continued refinement in supply
                  chain initiatives; partially offset
                  by
 ·
              an
                  increase in raw materials, principally related to Sam Moore fabric
                  upholstery lines.
 
 The
        decrease
        in current liabilities is attributed to a decrease of $1.4 million in other
        accrued expenses, offset by increases of $648,000 in accounts payable and
        $188,000 in current maturities of long-term debt.
 
 Cash
        Flows
– Operating, Investing and Financing Activities
 
 During
        the
        nine months ended October 28, 2007, cash generated from operations ($32.7
        million), a decrease in cash and cash equivalents ($9.7 million) and proceeds
        from the sale of property, plant and equipment ($2.1 million) funded the
        purchase and retirement of common stock ($26.8 million), the acquisition
        of Sam
        Moore Furniture (net of cash acquired) ($10.6 million), cash dividends ($3.8
        million), principal payments on long-term debt ($1.9 million) and capital
        expenditures to maintain and enhance the Company’s business operating systems
        and facilities ($1.5 million).
 
 During
        the
        nine months ended November 30, 2006, cash generated from operations ($10.7
        million) and proceeds from the sale of property and equipment ($2.5 million)
        funded an increase in cash and cash equivalents ($5.0 million), the purchase
        of
        property, plant and equipment ($3.7 million), cash dividends ($2.9 million)
        and
        principal payments on long-term debt ($1.7 million).
 16
 Cash
        generated from operations during the first nine months of fiscal 2008 increased
        to $32.7 million compared with $10.7 million generated during the nine-month
        period ended November 30, 2006.  The increase was primarily due to
        lower payments made to suppliers and employees, increased interest income
        earned
        on larger cash and cash equivalent balances, and reduced interest payments
        on
        debt, partially offset by a decrease in cash received from customers and
        an
        increase in income tax payments.  The decline in payments to suppliers
        and employees in the first nine months of fiscal 2008 compared to the nine-month
        period ended November 30, 2006 is primarily due to a reduction in inventory
        levels and lower employee headcount.  The decline in cash received
        from customers for the first nine months of fiscal 2008 compared to the
        nine-month period ended November 30, 2006 is principally attributed to lower
        net
        sales.
 
 The
        Company
        used $10.0 million of cash for investing activities during the first nine
        months
        of fiscal year 2008 compared to $1.2 million during the nine-month period
        ended
        November 30, 2006.  The Company acquired the assets of Sam Moore
        Furniture for $10.6 million in April 2007 (net of cash acquired) and invested
        $1.5 million to purchase property, plant and equipment during the fiscal
        2008
        nine-month period.  The Company also received $2.1 million in proceeds
        principally from the sale of machinery and other property located at the
        closed
        Martinsville, Va. manufacturing facility.  During the nine-month
        period ended November 30, 2006, the Company invested $3.7 million in purchases
        of property, plant and equipment.  The Company also received $2.5
        million in proceeds during the fiscal 2006 period from the sale of property,
        plant and equipment (principally from the sale of the Roanoke, Va. and Pleasant
        Garden, N.C. facilities).
 
 The
        Company
        used $32.5 million of cash for financing activities during the first nine
        months
        of fiscal 2008 compared to $4.6 million in the nine month period ended November
        30, 2006.  During the first nine months of fiscal year 2008, the
        Company used $26.8 million to purchase and retire common stock, paid cash
        dividends of $3.8 million and made scheduled principal repayments of $1.9
        million on the Company’s term loan.  In the nine-month period ended
        November 30, 2006, the Company paid cash dividends of $2.9 million and made
        scheduled principal repayments of $1.7 million on its term loan.
 
 Swap
        Agreements
 
 The
        aggregate
        fair market value of the Company’s interest rate swap agreement decreases when
        interest rates decline and increases when interest rates rise.  While
        interest rates have increased since the fiscal 2003 second quarter through
        the
        fiscal 2008 third quarter that ended October 28, 2007, overall, interest
        rates
        have declined since the original inception of the Company’s swap agreement in
        September 2000.  The aggregate decrease in the fair market value of
        the effective portion of this agreement of $106,000 ($171,000 pre-tax) as
        of
        October 28, 2007, and $109,000 ($175,000 pre-tax) as of November 30, 2006,
        is
        reflected under the caption “accumulated other comprehensive loss” in the
        consolidated balance sheets.  Substantially all of the aggregate
        pre-tax decrease in fair market value of the agreement is expected to be
        reclassified into interest expense during the next twelve months.
 
 Debt
        Covenant Compliance
 
 The
        credit
        agreement for the Company’s revolving credit facility and outstanding term loan
        contains, among other requirements, financial covenants as to minimum tangible
        net worth, debt service coverage, the ratio of funded debt to earnings before
        interest, taxes, depreciation and amortization and maximum capital
        expenditures.  The Company was in compliance with these covenants as
        of October 28, 2007.
 
 Liquidity
        and Capital Expenditures
 
 As
        of October
        28, 2007, the Company had an aggregate $13.6 million available under its
        revolving credit facility to fund working capital needs.  Standby
        letters of credit in the amounts of: 1) $1.2 million, used exclusively to
        collateralize certain insurance arrangements and 2) $200,000 related to the
        Company’s imported product purchases, were outstanding under the Company’s
        revolving credit facility as of October 28, 2007.  There were no
        additional borrowings outstanding under the revolving credit line on October
        28,
        2007.  Any principal outstanding under the credit line is due March 1,
        2008. Apart from its revolving credit facility, the Company also has an
        additional standby letter of credit outstanding in the amount of $80,000
        related
        to its imported product purchases.
 
 17
 The
        Company
        believes it has the financial resources (including available cash and cash
        equivalents, expected cash flow from operations, and lines of credit) needed
        to
        meet business requirements for the foreseeable future, including working
        capital, dividends on the Company’s common stock, capital expenditures and
        repayments of outstanding debt.  Cash flow from operations is highly
        dependent on incoming order rates and the Company’s operating
        performance.  The Company plans to spend $250,000 to $750,000 in
        capital expenditures during the remainder of fiscal 2008, to maintain and
        enhance its operating systems and facilities.
 
 During
        the
        nine months that ended October 28, 2007, the Company reduced outstanding
        long-term debt, including current maturities by $1.9 million, through scheduled
        debt payments.
 
 Dividends
 
 At
        its
        December 5, 2007 meeting, the board of directors of the Company declared
        a
        quarterly cash dividend of $0.10 per share, payable on February 28, 2008
        to
        shareholders of record February 14, 2008.
 
 **Accounting
        Pronouncements**
  On
        January
        29, 2007, the Company adopted Financial Accounting Standards Interpretation
        No.
        48, Accounting for Uncertainty in Income Taxes (“FIN 48”).  See Note
        12 – Accounting Pronouncements included in the Notes to Unaudited Consolidated
        Financial Statements.
  **Forward-Looking
        Statements**
 
 Certain
        statements made in this report, including certain statements under Item 2.
        Management’s Discussion and Analysis of Financial Condition and Results of
        Operations, are not historical facts, but are forward-looking
        statements.  These statements reflect the Company’s reasonable
        judgment and outlook with respect to future events and can be identified
        by the
        use of forward-looking terminology such as “believes,” “expects,” “projects,”
“may,” “will,” “should,” “would,” “could,” or “anticipates,” or the negative
        thereof, or other variations thereon, or comparable terminology, or by
        discussions of strategy.  These statements are subject to risks and
        uncertainties that could cause actual results to differ materially from those
        in
        the forward-looking statements, including but not limited to:
 
 ·
              general
                  economic or business conditions, both domestically and
                  internationally;
  ·
              the
                  cyclical nature of the furniture
                  industry;
  ·
              competition
                  from non-traditional outlets, such as catalogs, internet and home
                  improvement centers;
  ·
              price
                  competition in the furniture
                  industry;
  ·
              the
                  Company’s ability to successfully implement its business plan to increase
                  Sam Moore Furniture’s sales and improve its financial performance;
  ·
              whether
                  the Company will be able to consummate the proposed acquisition
                  of Opus
                  Designs and successfully integrate its business operations, increase
                  its
                  sales and improve its financial
                  performance;
  ·
              achieving
                  and managing growth and change, and the risks associated with
                  acquisitions, restructurings, strategic alliances and international
                  operations;
  ·
              adverse
                  political acts or developments in, or affecting, the international
                  markets
                  from which the Company imports products, including duties or tariffs
                  imposed on products imported by the
                  Company;
  ·
              changes
                  in domestic and international monetary policies and fluctuations
                  in
                  foreign currency exchange rates affecting the price of the Company’s
                  imported products;
  ·
              supply,
                  transportation and distribution disruptions, particularly those
                  affecting
                  imported products;
  ·
              risks
                  associated with the cost of imported goods, including fluctuation
                  in the
                  prices of purchased finished goods and transportation and warehousing
                  costs;
  18
 ·
              risks
                  associated with domestic manufacturing operations, including fluctuations
                  in the prices of key raw materials, transportation and warehousing
                  costs,
                  domestic labor costs and environmental compliance and remediation
                  costs;
  ·
              higher
                  than expected costs associated with product quality and safety,
                  including
                  regulatory compliance costs related to the sale of consumer products
                  and
                  costs related to defective
                  products;
  ·
              risks
                  associated with distribution through retailers, such as non-binding
                  dealership arrangements;
  ·
              the
                  Company’s ability to implement successfully its cost-saving strategies
                  and
                  warehousing, distribution and supply chain initiatives;
                  and
  ·
              capital
                  requirements and costs.
  **Item
        3.    Quantitative and Qualitative Disclosures about Market
        Risk**
 
 The
        Company
        is exposed to market risk from changes in interest rates and foreign currency
        exchange rates, which could impact its results of operations and financial
        condition.  The Company manages its exposure to these risks through
        its normal operating and financing activities and through the use of interest
        rate swap agreements with respect to interest rates.
 
 The
        Company’s
        obligations under its revolving line of credit and term loan bear interest
        at
        variable rates.  The outstanding balance under the Company’s term
        loan, including current maturities, amounted to $8.6 million as of October
        28,
        2007.  The Company has entered into an interest rate swap agreement
        that, in effect, fixes the rate of interest on its term loan at 4.1% through
        2010 (7.4% when the effect of a previously terminated swap agreement is taken
        into account when determining interest expense).  The notional
        principal value of the swap agreement is substantially equal to the outstanding
        principal balance of the term loan.  A fluctuation in market interest
        rates of one percentage point (or 100 basis points) would not have a material
        impact on the Company’s results of operations or financial
        condition.  For additional discussion of the Company’s swap agreement
        see “Swap Agreements” in Management’s Discussion and Analysis in the Company’s
        annual report on Form 10-K and this quarterly report.
 
 For
        imported
        products, the Company generally negotiates firm pricing denominated in U.S.
        Dollars with its foreign suppliers, typically for periods of up to one
        year.  The Company accepts the exposure to exchange rate movements
        beyond these negotiated periods without using derivative financial instruments
        to manage this risk.  The majority of the Company’s imports are
        purchased from China.  The Chinese currency, formerly pegged to the
        U.S. Dollar, now floats within a limited range in relation to the U.S. Dollar,
        resulting in additional exposure to foreign currency exchange rate
        fluctuations.
 
 Since
        the
        Company transacts its imported product purchases in U.S. Dollars, a relative
        decline in the value of the U.S. Dollar could increase the price the Company
        pays for imported products beyond the negotiated periods. The Company generally
        expects to reflect substantially all of the effect of any price increases
        from
        suppliers in the prices it charges for imported products.  However,
        these changes could adversely impact sales volume and profit margin during
        affected periods.
 
 19
 **Item
        4.    Controls and Procedures**
 
 **Evaluation
        of Disclosure Controls and Procedures**
 The
        Company’s
        management, with the participation of the Company’s principal executive officer
        and principal financial officer, evaluated the effectiveness of the Company’s
        disclosure controls and procedures as of the end of the Company’s fiscal quarter
        ended October 28, 2007.  Based on this evaluation, the Company’s
        principal executive officer and principal financial officer have concluded
        that
        the Company’s disclosure controls and procedures were effective as of the end of
        the period covered by this quarterly report to provide reasonable assurance
        that
        information required to be disclosed by the Company in the reports that it
        files
        or submits under the Securities Exchange Act of 1934, as amended, is accumulated
        and communicated to the Company’s management, including its principal executive
        officer and principal financial officer, as appropriate to allow timely
        decisions regarding required disclosure and are effective to provide reasonable
        assurance that such information is recorded, processed, summarized and reported
        within the time periods specified in the Securities and Exchange Commission’s
        rules and forms.
 
 **Changes
        in Internal Controls**
 
 There
        have
        been no changes in the Company’s internal control over financial reporting
        during the Company’s quarter ended October 28, 2007, that have materially
        affected, or are reasonably likely to materially affect, the Company’s internal
        control over financial reporting.
 
 
 **PART
        II.  OTHER INFORMATION**
 
 **Item
        2.    Unregistered Sales of Equity Securities and Use of
        Proceeds**
 
 Purchases
        of Equity Securities by the Issuer and Affiliated Purchasers
 
 The
        following
        table provides information about common stock purchases by or on behalf of
        the
        Company during the quarter ended October 28, 2007:
  **Total**
                **Number
                  of**
                **Shares**
                **Purchased**
              
              
              **Average**
                **Price**
                **Paid
                  per**
                **Share**
              
              
              **Total Number
                  of**
                **Shares
                  Purchased**
                **as
                  Part of Publicly**
                **Announced**
                **Program**
              
              **Maximum
                  Dollar**
                **Value
                  of Shares That**
                **May
                  Yet Be**
                **Purchased
                  Under the**
                **Program**July
                  30, 2007 – September 2, 2007
              
              ****
              **87,650**
              
              
              **$**
              **19.02**
              
              
              ****
              **87,650**
              
              **$10.0
                  million**September
                  3, 2007 – September 30, 2007
              
              ****
              **143,295**
              
              
              ****
              **20.19**
              
              
              ****
              **143,295**
              
              **7.1
                  million**October
                  1, 2007 – October 28, 2007
              
              ****
              **182,800**
              
              
              ****
              **20.95**
              
              
              ****
              **182,800**
              
              **3.3
                  million****Total**
              
              ****
              **413,745**
              
              
              **$**
              **20.28**
              
              
              ****
              **413,745**
 
 On
        February
        7, 2007, the Company announced that its Board of Directors had authorized
        the
        repurchase of up to $20 million of the Company’s common stock.  On
        June 6, 2007, the Company announced that its Board of Directors increased
        this
        stock repurchase authorization by $10 million to $30 million.  This
        authorization had no expiration date, but the Company completed the repurchase
        program in November 2007.  Since February 2007, the Company
        repurchased in open market transactions 1.4 million shares of Company common
        stock under this authorization at an average price of $21.36 per share,
        excluding commissions.
  On
          December
          5, 2007, the Company announced that its Board of Directors had approved
          a new
          authorization to repurchase up to $10 million of the Company’s common
          stock.  There is no expiration date for this authorization, but the
          Company expects the purchases to be completed within the next six
          months.  Repurchases may be made from time-to-time in the open market,
          or in privately negotiated transactions at prevailing market prices that
          the
          Company deems appropriate.  The Company plans to enter into a trading
          plan under Rule 10b5-1 of the Securities Exchange Act of 1934 for effecting
          some
          or all of the purchases under this repurchase authorization.  The
          trading plan will contain certain provisions that could restrict the amount
          and
          timing of purchases.  The Company will be able to terminate this plan
          at any time.
 20
 **Item
        6.              Exhibits**
 
 3.1
              Amended
                  and Restated Articles of Incorporation of the Company, as amended
                  March
                  28, 2003 (incorporated by reference to Exhibit 3.1 of the Company’s Form
                  10-Q (SEC File No. 000-25349) for the quarter ended February 28,
                  2003)
 
 3.2
              Amended
                  and Restated Bylaws of the Company (incorporated by reference to
                  Exhibit
                  3.2 to the Company’s Form 10-Q (SEC File No. 000-25349) for the quarter
                  ended August 31, 2006)
 
 4.1
              Amended
                  and Restated Articles of Incorporation of the Company (See Exhibit
                  3.1)
 
 4.2
              Amended
                  and Restated Bylaws of the Company (See Exhibit
                  3.2)
 
 31.1*
              Rule
                  13a-14(a) Certification of the Company’s principal executive
                  officer
 
 31.2*
              Rule
                  13a-14(a) Certification of the Company’s principal financial
                  officer
 
 32.1*
              Rule
                  13a-14(b) Certification of the Company’s principal executive officer
                  pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002
 
 32.2*
              Rule
                  13a-14(b) Certification of the Company’s principal financial officer
                  pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002
 _________________
 *Filed
        herewith
 21
 **SIGNATURE**
 
 Pursuant
        to
        the requirements of the Securities Exchange Act of 1934, the registrant has
        duly
        caused this report to be signed on its behalf by the undersigned thereunto
        duly
        authorized.
 
 **HOOKER
                  FURNITURE CORPORATION**Date:
                December 6, 2007
              By:
              /s/
                R. Gary ArmbristerR.
                  Gary
                  Armbrister
                Chief
                  Accounting Officer
                (Principal
                  Accounting Officer)
  22
 **Exhibit
        Index**
 
 **Exhibit
        No.      Description**
  3.1
                Amended
                    and Restated Articles of Incorporation of the Company, as amended
                    March
                    28, 2003 (incorporated by reference to Exhibit 3.1 of the Company’s Form
                    10-Q (SEC File No. 000-25349) for the quarter ended February
                    28,
                    2003)
 
 3.2
                Amended
                    and Restated Bylaws of the Company (incorporated by reference
                    to Exhibit
                    3.2 to the Company’s Form 10-Q (SEC File No. 000-25349) for the quarter
                    ended August 31, 2006)
 
 4.1
                Amended
                    and Restated Articles of Incorporation of the Company (See Exhibit
                    3.1)
 
 4.2
                Amended
                    and Restated Bylaws of the Company (See Exhibit
                    3.2)
 
 31.1*
                Rule
                    13a-14(a) Certification of the Company’s principal executive
                    officer
 
 31.2*
                Rule
                    13a-14(a) Certification of the Company’s principal financial
                    officer
 
 32.1*
                Rule
                    13a-14(b) Certification of the Company’s principal executive officer
                        pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
                    Section 906 of
                    the Sarbanes-Oxley Act of 2002
 
 32.2*
                Rule
                    13a-14(b) Certification of the Company’s principal financial officer
                    pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
                    906 of
                    the Sarbanes-Oxley Act of 2002
 _________________
 *Filed
          herewith
  23