SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TOMS PAUL B JR

(Last)

(First)

(Middle)

HOOKER FURNITURE CORP

440 E COMMONWEALTH BLVD

(Street)

MARTINSVILLE

24112

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/23/2004		G	V	62,840	A	⁽¹⁾	62,840	I	By Paul Toms TUA
Common Stock	02/23/2004		G	V	1,670	D	⁽¹⁾	58,736⁽²⁾	D
Common Stock	03/05/2004		G	V	172,620	D	⁽¹⁾	0	I	By M.H.T & Descend. Trust
Common Stock	03/05/2004		G	V	34,524	A	⁽¹⁾	34,524	I	By Paul Toms POA 1983
Common Stock	07/13/2004		G	V	500	D	⁽¹⁾	58,236	D
Common Stock	07/14/2004		G	V	215	D	⁽¹⁾	58,021	D
Common Stock	07/26/2004		G	V	246,992	D	⁽¹⁾	0	I	By M.H.T. LLP
Common Stock	07/26/2004		G	V	46,879	A	⁽¹⁾	172,559⁽²⁾	I	By Paul Toms TUA
Common Stock	07/26/2004		G	V	2,470	A	⁽¹⁾	36,994	I	By Paul Toms POA 1983
Common Stock	08/16/2004		G	V	40	D	⁽¹⁾	4,776⁽²⁾⁽³⁾	I	By Son
Common Stock	09/24/2004		G	V	524	D	⁽¹⁾	57,497	D
Common Stock	10/22/2004		S		1,010	D	$23.16	171,549	I	By Paul Toms TUA
Common Stock								360,924⁽²⁾	I	By MHT Trust U/W
Common Stock								10,352	I	By ESOP
Common Stock								5,872⁽²⁾⁽³⁾	I	By Wife
Common Stock								10,770⁽²⁾⁽³⁾	I	By Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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 Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. No price as transaction was a gift.

2. On January 30, 2004 Hooker Furniture Corporation issued a stock dividend of one share of common stock for each outstanding, resulting in the reporting person's acquisition of 30,203 shares directly, 180,462 shares indirectly (by MHT Trust u/w), 62,840 shares indirectly (by Paul Toms TUA), 5,385 shares indirectly (by son), 2,408 shares indirectly (by son) and 2,936 shares indirectly (by wife).

3. Reporting person disclaims beneficial ownership of those shares, and this report shall not be deemed an admission that he is the beneficial owner of such shares for the purpose of Section 16 or for any other purpose.

	//Robert W. Sherwood as attorney for Paul B. Toms, Jr.	10/26/2004
	** 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).
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