Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Jacobsen Anne
2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2014
3. Issuer Name and Ticker or Trading Symbol
HOOKER FURNITURE CORP [HOFT]
(Last)
(First)
(Middle)
HOOKER FURNITURE CORPORATION, 440 E. COMMONWEALTH BLVD.
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MARTINSVILLE, VA 24112
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 0
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1)   (1) Common Stock 831 (2) $ (3) D  
Restricted Stock Units   (4)   (4) Common Stock 789 (2) $ (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jacobsen Anne
HOOKER FURNITURE CORPORATION
440 E. COMMONWEALTH BLVD.
MARTINSVILLE, VA 24112
      Senior Vice President  

Signatures

\s\ Robert W. Sherwood Attorney in Fact for Anne Jacobsen 02/03/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The RSUs will vest 100% if the reporting person remains continuously employed with the issuer through February 9, 2015 and will be paid as soon as administratively practical thereafter.
(2) At the direction of the issuer's Compensation Committee, the RSUs may be paid in shares of HOFT common stock, cash (based on the fair market value of a share of HOFT common stock on the date payment is made), or both.
(3) Each RSU represents a contingent right to receive one share of HOFT common stock.
(4) The RSUs will vest 100% if the reporting person remains employed with the issuer through January 15, 2016 and will be paid as soon as administratively practical thereafter.

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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