February 3, 2020

Brad G. Garner
Principal Financial Officer
HG Holdings, Inc.
2115 E. 7th Street, Suite 101
Charlotte, North Carolina 28204

       Re: HG Holdings, Inc.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed January 21, 2020
           File No. 333-235539

Dear Mr. Garner:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our January 10,
2020 letter.

Form S-1 filed on January 21, 2020

General

1.     We note your response to comment 1. We have referred your analysis to
the Division of
       Investment Management and their review of your response is pending. We
may have
       follow-up comments.
Unaudited Pro Forma Financial Statements , page 6

2.     We note your disclosure on page 2 that you anticipate using the proceeds
of the rights
       offering to acquire a sufficient number of shares of HC Realty Series B
Preferred or HC
       Realty Common Stock to control HC Realty as a result of your equity
ownership of HC
       Realty. Please tell us how you determined no pro forma presentation was
required as it
 Brad G. Garner
HG Holdings, Inc.
February 3, 2020
Page 2
      relates to this acquisition. Reference is made to Rule 8-05 of Regulation
S-X.
Material US Federal Income Tax Consequences, page 28

3.    We note the opinion that the receipt of subscription rights pursuant to
the rights offering
      should not be treated as a taxable distribution. It appears certain
aspects of that
      determination are not certain. Please expand the discussion to further
explain the facts or
      circumstances resulting in this uncertainty. Provide appropriate risk
factor disclosure.
      Please refer to Staff Legal Bulletin No. 19 Section III.C.4 for guidance.
Also, please
      remove the statement on page 28 that the opinion is for general
information only.
      Investors are entitled to rely on the opinion.
        You may contact Peter McPhun at 202-551-3581 or Shannon Menjivar at
202-551-3856
if you have questions regarding comments on the financial statements and
related
matters. Please contact Ruairi Regan at 202-551-3269 or David Link at
202-551-3356 with any
other questions.



                                                           Sincerely,
FirstName LastNameBrad G. Garner
                                                           Division of
Corporation Finance
Comapany NameHG Holdings, Inc.
                                                           Office of Real
Estate & Construction
February 3, 2020 Page 2
cc:       David W. Robertson, Esq.
FirstName LastName