February 25, 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. 2 to Registration Statement on Form S-1
           Filed February 14, 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 February 3,
2020 letter.

Form S-1 filed February 14, 2020

Acquisition of Equity Interest in HC Government Realty Trust, Inc., page 2

1.     We note your response to comment 2. Given the nature of the rights
offering, we remain
       unclear how the company can anticipate using the proceeds to acquire a
sufficient number
       of shares of HC Realty to control HC Realty. Please clarify and or
revise your disclosure.

Form S-1 filed February 14, 2020

General

2.     We note that you provided an analysis regarding your status as an
investment company to
       the Division of Investment Management on February 20, 2020. We may have
further
 Brad G. Garner
HG Holdings, Inc.
February 25, 2020
Page 2
      comment once they have considered your analysis.
        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 25, 2020 Page 2
cc:       David W. Robertson, Esq.
FirstName LastName