Annual Statement of Changes in Beneficial Ownership


FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TOMS PAUL B JR

2. Issuer Name and Ticker or Trading Symbol

HOOKER FURNITURE CORP [HOFT]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer

(Last)          (First)          (Middle)

HOOKER FURNITURE CORP,  440 E COMMONWEALTH BLVD

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
2/1/2009 
(Street)

MARTINSVILLE, VA 24112

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock   4/25/2008     G   50   D $0   46523   D    
Common Stock   5/20/2008     G   1025   D $0   45498   D    
Common Stock   9/15/2008     G   300   D $0   45198   D    
Common Stock                 3672   (1) I   By Son  
Common Stock                 31544   I   By Paul Toms TUA  
Common Stock                 221424   (2) I   By MHT Trust U/W  
Common Stock                 20134   (3) I   By 401K  

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Reporting person disclaims beneficial ownership of those shares, and this report shall not be an admission that he is owner of such shares for the purpose of Section 16 or for any other purpose
( 2)  The reporting person is one of five equal beneficiaries of this trust and therefore disclaims ownership of these shares except to the extent of his pecuniary interest.
( 3)  The reporting person no longer has a reportable beneficial ownership in 6,195 shares of Hooker Furniture common stock owned by one of his sons and included in the reporting person's prior ownership reports

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TOMS PAUL B JR
HOOKER FURNITURE CORP
440 E COMMONWEALTH BLVD
MARTINSVILLE, VA 24112
X
Chief Executive Officer

Signatures
\s\ Robert W. Sherwood Attorney in Fact for Paul B. Toms, Jr. 3/18/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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