<PAGE>
                                                     Registration No. 333- _____

    As filed with the Securities and Exchange Commission on November 15, 2004
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ----------------------

                                HANDLEMAN COMPANY
             (Exact name of registrant as specified in its charter)

              MICHIGAN                                 38-1242806
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                  Identification No.)

           500 KIRTS BOULEVARD                          48084-4142
             TROY, MICHIGAN                             (Zip Code)
(Address of Principal Executive Offices)

                                HANDLEMAN COMPANY
                                 2004 STOCK PLAN
                            (Full title of the plan)

                    STEPHEN STROME, CHAIRMAN OF THE BOARD AND
                             CHIEF EXECUTIVE OFFICER
                                HANDLEMAN COMPANY
                               500 KIRTS BOULEVARD
                               TROY, MI 48084-4142
                     (Name and address of agent for service)

                                 (248) 362-4400
          (Telephone number, including area code, of agent for service)



                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
       Title of                                       Proposed                Proposed
      securities                 Amount                maximum                maximum              Amount of
         to be                    to be             offering price           aggregate           registration
      registered               registered             per share           offering price              fee
-------------------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                   <C>                    <C>
Common Stock (1)                750,000 (2)           $21.945(3)            $16,458,750             $2,085.32

-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  $0.01 par value per share.
(2)  This Registration Statement shall also cover any additional shares of
     Registrant's Common Stock which become subject to outstanding stock options
     granted under the plan by reason of any stock dividend, stock split,
     recapitalization or similar transaction effected without receipt of
     consideration which results in an increase in the number of outstanding
     shares of Registrant's Common Stock.
(3)  Calculated pursuant to Rule 457(c) and (h)(1) under the Securities Act,
     solely for the purpose of computing the registration fee, and based on the
     average of the high and low prices of the Registrant's Common Stock as
     traded on the New York Stock Exchange on November 13, 2004.



<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed below are incorporated by reference in this
Registration Statement:

         1. Annual Report of Handleman Company ("Registrant" or the "Company")
         on Form 10-K for the fiscal year ended May 1, 2004, filed with the
         Securities and Exchange Commission (the "Commission") pursuant to the
         Securities Exchange Act of 1934, as amended (the "Exchange Act").

         2. Quarterly Report of the Registrant on Form 10-Q for the fiscal
         quarter ended July 31, 2004, filed with the Commission pursuant to the
         Exchange Act.

         3. Proxy Statement of Registrant on Schedule 14A dated August 6, 2004,
         as filed with the Commission pursuant to Section 14(a) of the Exchange
         Act.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein by reference modifies or supersedes such prior statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

                          DESCRIPTION OF CAPITAL STOCK

GENERAL

         The Company's authorized capital stock consists of 60,000,000 shares of
common stock, $0.01 par value per share ("Common Stock"), and 1,000,000 shares
of preferred stock, $1.00 par value per share ("Preferred Stock"). The following
description of the Company's capital stock does not purport to be complete or to
give full effect to Michigan statutory or common law and is, in all respects,
qualified by reference to the applicable provisions of the Michigan Business
Corporation Act ("MBCA") and the Company's Restated Articles of Incorporation
and Bylaws. As of November 13, 2004, there were 23,038,000 shares of Common
Stock issued and outstanding.


                                        2
<PAGE>




COMMON STOCK

         Subject to the prior rights of the holders of any Preferred Stock, the
holders of outstanding shares of Common Stock will be entitled to receive
dividends out of assets legally available therefor at such time and in such
amounts as the board of directors may from time to time determine. Upon
liquidation, dissolution or winding up of the Company, the holders of Common
Stock will be entitled to receive pro rata the Company's assets that are legally
available for distribution, after payment of all debts and other liabilities and
subject to the prior rights of any holders of Preferred Stock then outstanding.
Each outstanding share of the Company's Common Stock will be entitled to one
vote on all matters submitted to a vote of shareholders.

PREFERRED STOCK

         The Company's board of directors may, without further action by the
shareholders, from time to time, direct the issuance of shares of Preferred
Stock in series and may, at the time of issuance, determine the rights,
preferences and limitations of each series. Satisfaction of any dividend
preferences of outstanding shares of Preferred Stock would reduce the amount of
funds available for the payment of dividends on shares of Common Stock. Holders
of shares of Preferred Stock may be entitled to receive a preference payment in
the event of any liquidation, dissolution or winding-up of the Company before
any payment is made to the holders of shares of Common Stock. Under certain
circumstances, the issuance of, or the ability to issue, shares of Preferred
Stock may render more difficult or tend to discourage a merger, tender offer or
proxy contest, the assumption of control by a holder of a large block of our
securities or the removal of incumbent management. Upon the affirmative vote of
a majority of the total number of directors then in office, the board of
directors, without shareholder approval, may issue shares of Preferred Stock
with voting and conversion rights which could adversely affect the holders of
shares of Common Stock. No shares of Preferred Stock are issued and outstanding.

ANTI-TAKEOVER PROVISION OF THE ARTICLES AND BYLAWS

         Certain provisions of our Restated Articles of Incorporation and Bylaws
could have the effect of making it more difficult for a third party to acquire,
or of discouraging a third party from attempting to acquire, control of the
Company through either a tender offer or a proxy contest for the election of
directors. Such provisions could also limit the price that certain investors
might be willing to pay in the future for shares of the Company's Common Stock.
The Restated Articles and the Bylaws contain provisions which (i) classify the
board of directors into three classes as nearly equal in number as possible, and
provide that each director will serve for three years with directors in only one
class being elected each year, (ii) permit the board of directors to issue up to
1,000,000 shares of Preferred Stock in one or more series and to fix the number
of shares, and the voting powers and all other rights and preferences of any
such series, without any further vote or action by the shareholders, (iii)
require the approval by at least 80% of the outstanding shares of our voting
stock of any plan for the merger, consolidation, sale or other transfer of all
or substantially all of the Company's assets, the issuance or transfer of the
Company's voting stock for the assets or securities of another person if, in all
such cases, such person is, or within the preceding twelve months has been, the
beneficial owner of five percent or more of the outstanding shares of the
Company's Common Stock and (iv) provide that directors may be removed only with
cause, by a vote of the holders of a majority of the shares entitled to vote at
an election of directors. The approval by at least 80% of the outstanding shares
of our voting stock is required to amend or repeal the provisions in the
Restated Articles for the classified board of directors and for the super
majority approval for extraordinary transactions. In addition, the Restated
Bylaws provide that special meetings of shareholders may be called by the
chairman of the board of directors, the board of directors or a majority of
shareholders entitled to vote at the meeting. All of the above-described
provisions may have the effect of delaying or preventing a change of control,
which could adversely affect the market price of the Company's Common Stock.


                                        3
<PAGE>




LISTING

         The Company's Common Stock is traded on the New York Stock Exchange
under the trading symbol "HDL."

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Alan E. Schwartz, partner of Honigman Miller Schwartz and Cohn LLP,
which firm is delivering an opinion of counsel regarding the validity of the
securities being offered in this Registration Statement, served as a director of
the Company until September 10, 2001. Honigman Miller Schwartz and Cohn LLP also
serves as the Company's outside legal counsel.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The MBCA permits Michigan corporations to limit the personal liability
of directors and officers for breaches of their fiduciary duties. The Restated
Articles of Incorporation of the Registrant so limit the liability of directors.
The Registrant's Bylaws also provide for indemnification of directors and
officers.

         The Restated Articles of Incorporation limit director liability for
money damages for breaches of fiduciary duty as a director, except for liability
for (i) the amount of a financial benefit received by a director to which he or
she is not entitled, (ii) intentional infliction of harm on the corporation or
shareholders, (iii) a violation of Section 551(1) of the MBCA, or (iv) an
intentional criminal act. These provisions, however, do not affect liability
under the Securities Act of 1933, as amended.

         The MBCA authorizes a corporation under specified circumstances to
indemnify its directors and officers (including reimbursement for expenses
incurred) for any action taken or any failure to take any action as a director
or officer, except for liability for specified acts. The provisions of the
Registrant's Bylaws relating to indemnification of directors and officers limit
director, officer and employee liability to the fullest extent permitted by
Michigan Law. The provisions of the MBCA are broad enough to permit
indemnification with respect to liabilities arising under the Securities Act of
1933, as amended or the Michigan Uniform Securities Act.

         In addition, the Registrant has obtained directors' and officers'
liability insurance. The policy provides for $60,000,000 in coverage, including
liabilities under the Securities Act of 1933, as amended.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

ITEM 8.           EXHIBITS.

         4.1      Restated Articles of Incorporation dated June 30, 1989,
                  incorporated by reference to Exhibit 3 filed with the
                  Registrant's Annual Report on Form 10-K, dated May 1, 1993.

         4.2      Bylaws adopted March 7, 1990, as amended June 16, 1993 and
                  December 6, 1995 and January 12, 2001 and further amended
                  September 8, 2004, incorporated by reference to




                                        4
<PAGE>




                  Exhibit A filed with the Registrant's Quarterly Report on Form
                  10-Q for the 1st Quarter ended July 31, 2004.

         5.1      Opinion of Honigman Miller Schwartz and Cohn LLP.

         23.1     Consent of Honigman Miller Schwartz and Cohn LLP (included in
                  the opinion filed as Exhibit 5.1 to this Registration
                  Statement).

         99.1     Handleman Company 2004 Stock Plan, incorporated by reference
                  to Appendix F to the Proxy Statement on Form DEF 14A (file no.
                  001-07923), filed with the Commission on August 6, 2004.

ITEM 9.           UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                           (1)      To file, during any period in which offers
                  or sales are being made, a post-effective amendment to this
                  Registration Statement;

                                    (i)   To include any prospectus required
                  by Section 10(a) (3) of the Securities Act of 1933;

                                    (ii)  To reflect in the prospectus any facts
                           or events arising after the effective date of the
                           Registration Statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the Registration
                           Statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high end of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than a 20% change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective Registration Statement;

                                    (iii) To include any material information
                           with respect to the plan of distribution not
                           previously disclosed in the Registration Statement or
                           any material change to such information in the
                           Registration Statement;

                           Provided, however, that paragraphs (a)(1)(i) and
                  (a)(1)(ii) do not apply if the Registration Statement is on
                  Form S-3 or Form S-8, and the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed by the Registrant pursuant
                  to Section 13 or Section 15(d) of the Securities Exchange Act
                  of 1934 that are incorporated by reference in the Registration
                  Statement.

                           (2)     That, for the purpose of determining any
                  liability under the Securities Act of 1933, each such
                  post-effective amendment shall be deemed to be a new
                  registration



                                        5
<PAGE>




                  statement relating to the securities offered therein, and the
                  offering of such securities at that time shall be deemed to be
                  the initial bona fide offering thereof.

                           (3)     To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

         (b)     The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Troy, State of Michigan, on November 15, 2004.


                                HANDLEMAN COMPANY



                                 By:      /s/ Stephen Strome
                                        ---------------------------------------
                                        Stephen Strome, Chairman of the Board
                                        and Chief Executive Officer



                                        6
<PAGE>






                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of HANDLEMAN COMPANY, a Michigan corporation (the "Company"),
hereby constitutes and appoints Stephen Strome or Thomas C. Braum, Jr., and each
of them, the true and lawful attorneys-in-fact and agents of the undersigned,
each with the power of substitution for him in any and all capacities, with full
power and authority in said attorneys-in-fact and agents and in any one or more
of them, to sign, execute and affix his seal thereto and file the proposed
registration statement on Form S-8 to be filed by the Company under the
Securities Act of 1933, as amended, which registration statement relates to the
registration and issuance of the Company's Common Stock, pursuant to the
Handleman Company 2004 Stock Plan and any of the documents relating to such
registration statement, any and all amendments to such registration statement,
including any amendment thereto changing the amount of securities for which
registration is being sought, and any post-effective amendment, with all
exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority; granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue hereof.


                                        7
<PAGE>




         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

<S>                                 <C>                                <C>
/s/ Thomas C. Braum, Jr.
------------------------
Thomas C. Braum, Jr.                Senior Vice President
                                    and Chief Financial Officer        November  15, 2004


/s/ Donald M. Genotti
---------------------
Donald M. Genotti                   Vice President and Controller
                                    (Chief Accounting Officer)         November 15, 2004


/s/ Elizabeth A. Chappell
-------------------------
Elizabeth A. Chappell               Director                           November 15, 2004



/s/ Eugene A. Miller
--------------------
Eugene A. Miller                    Director                           November 15, 2004



/s/ James B. Nicholson
----------------------
James B. Nicholson                  Director                           November 15, 2004



/s/ Sandra E. Peterson
----------------------
Sandra E. Peterson                  Director                           November 15, 2004



/s/ Irvin D. Reid
-----------------
Irvin D. Reid                       Director                           November 15, 2004



/s/ Lloyd E. Reuss
------------------
Lloyd E. Reuss                      Director                           November 15, 2004



/s/ Ralph J. Szygenda
---------------------
Ralph J. Szygenda                   Director                           November 15, 2004


</TABLE>



                                        8
<PAGE>




                                INDEX TO EXHIBITS


Exhibit
Number                                     Exhibit
-------                                    -------

4.1               Restated Articles of Incorporation dated June 30, 1989,
                  incorporated by reference to Exhibit 3 filed with the
                  Registrant's Annual Report on Form 10-K, dated May 1, 1993.

4.2               Bylaws adopted March 7, 1990, as amended June 16, 1993 and
                  December 6, 1995 and January 12, 2001 and further amended
                  September 8, 2004, incorporated by reference to Exhibit A
                  filed with the Registrant's Quarterly Report on Form 10-Q for
                  the 1st Quarter ended July 31, 2004.

5.1               Opinion of Honigman Miller Schwartz and Cohn LLP.

23.1              Consent of Honigman Miller Schwartz and Cohn LLP (included in
                  the opinion filed as Exhibit 5.1 to this Registration
                  Statement).

99.1              Handleman Company 2004 Stock Plan incorporated by reference to
                  Appendix A of the Proxy Statement on Form DEF 14A (file no.
                  001-07923), filed with the Commission on August 6, 2004.





                                        9
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{"company-data": {"conformed-name": "HANDLEMAN CO /MI/", "cik": "0000314727", "assigned-sic": "5099", "irs-number": "381242806", "state-of-incorporation": "MI", "fiscal-year-end": "0429"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120485", "film-number": "041143021"}, "business-address": {"street1": "500 KIRTS BLVD", "street2": "PO BOX 7045", "city": "TROY", "state": "MI", "zip": "48084-4142", "phone": "2483624400"}, "mail-address": {"street1": "500 KIRTS BLVD", "street2": "P O BOX 7045", "city": "TROY", "state": "MI", "zip": "48084-4142"}}
Registration No. 333- _____

    As filed with the Securities and Exchange Commission on November 15, 2004
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ----------------------

                                HANDLEMAN COMPANY
             (Exact name of registrant as specified in its charter)

              MICHIGAN                                 38-1242806
   (State or other jurisdiction of                  (I.R.S. Employer
   incorporation or organization)                  Identification No.)

           500 KIRTS BOULEVARD                          48084-4142
             TROY, MICHIGAN                             (Zip Code)
(Address of Principal Executive Offices)

                                HANDLEMAN COMPANY
                                 2004 STOCK PLAN
                            (Full title of the plan)

                    STEPHEN STROME, CHAIRMAN OF THE BOARD AND
                             CHIEF EXECUTIVE OFFICER
                                HANDLEMAN COMPANY
                               500 KIRTS BOULEVARD
                               TROY, MI 48084-4142
                     (Name and address of agent for service)

                                 (248) 362-4400
          (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
===================================================================================================================
       Title of                                       Proposed                Proposed
      securities                 Amount                maximum                maximum              Amount of
         to be                    to be             offering price           aggregate           registration
      registered               registered             per share           offering price              fee
-------------------------------------------------------------------------------------------------------------------
Common Stock (1)                750,000 (2)           $21.945(3)            $16,458,750             $2,085.32

-------------------------------------------------------------------------------------------------------------------
(1)  $0.01 par value per share.
(2)  This Registration Statement shall also cover any additional shares of
     Registrant's Common Stock which become subject to outstanding stock options
     granted under the plan by reason of any stock dividend, stock split,
     recapitalization or similar transaction effected without receipt of
     consideration which results in an increase in the number of outstanding
     shares of Registrant's Common Stock.
(3)  Calculated pursuant to Rule 457(c) and (h)(1) under the Securities Act,
     solely for the purpose of computing the registration fee, and based on the
     average of the high and low prices of the Registrant's Common Stock as
     traded on the New York Stock Exchange on November 13, 2004.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed below are incorporated by reference in this
Registration Statement:

         1. Annual Report of Handleman Company ("Registrant" or the "Company")
         on Form 10-K for the fiscal year ended May 1, 2004, filed with the
         Securities and Exchange Commission (the "Commission") pursuant to the
         Securities Exchange Act of 1934, as amended (the "Exchange Act").

         2. Quarterly Report of the Registrant on Form 10-Q for the fiscal
         quarter ended July 31, 2004, filed with the Commission pursuant to the
         Exchange Act.

         3. Proxy Statement of Registrant on Schedule 14A dated August 6, 2004,
         as filed with the Commission pursuant to Section 14(a) of the Exchange
         Act.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein by reference modifies or supersedes such prior statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

                          DESCRIPTION OF CAPITAL STOCK

GENERAL

         The Company's authorized capital stock consists of 60,000,000 shares of
common stock, $0.01 par value per share ("Common Stock"), and 1,000,000 shares
of preferred stock, $1.00 par value per share ("Preferred Stock"). The following
description of the Company's capital stock does not purport to be complete or to
give full effect to Michigan statutory or common law and is, in all respects,
qualified by reference to the applicable provisions of the Michigan Business
Corporation Act ("MBCA") and the Company's Restated Articles of Incorporation
and Bylaws. As of November 13, 2004, there were 23,038,000 shares of Common
Stock issued and outstanding.

                                        2
COMMON STOCK

         Subject to the prior rights of the holders of any Preferred Stock, the
holders of outstanding shares of Common Stock will be entitled to receive
dividends out of assets legally available therefor at such time and in such
amounts as the board of directors may from time to time determine. Upon
liquidation, dissolution or winding up of the Company, the holders of Common
Stock will be entitled to receive pro rata the Company's assets that are legally
available for distribution, after payment of all debts and other liabilities and
subject to the prior rights of any holders of Preferred Stock then outstanding.
Each outstanding share of the Company's Common Stock will be entitled to one
vote on all matters submitted to a vote of shareholders.

PREFERRED STOCK

         The Company's board of directors may, without further action by the
shareholders, from time to time, direct the issuance of shares of Preferred
Stock in series and may, at the time of issuance, determine the rights,
preferences and limitations of each series. Satisfaction of any dividend
preferences of outstanding shares of Preferred Stock would reduce the amount of
funds available for the payment of dividends on shares of Common Stock. Holders
of shares of Preferred Stock may be entitled to receive a preference payment in
the event of any liquidation, dissolution or winding-up of the Company before
any payment is made to the holders of shares of Common Stock. Under certain
circumstances, the issuance of, or the ability to issue, shares of Preferred
Stock may render more difficult or tend to discourage a merger, tender offer or
proxy contest, the assumption of control by a holder of a large block of our
securities or the removal of incumbent management. Upon the affirmative vote of
a majority of the total number of directors then in office, the board of
directors, without shareholder approval, may issue shares of Preferred Stock
with voting and conversion rights which could adversely affect the holders of
shares of Common Stock. No shares of Preferred Stock are issued and outstanding.

ANTI-TAKEOVER PROVISION OF THE ARTICLES AND BYLAWS

         Certain provisions of our Restated Articles of Incorporation and Bylaws
could have the effect of making it more difficult for a third party to acquire,
or of discouraging a third party from attempting to acquire, control of the
Company through either a tender offer or a proxy contest for the election of
directors. Such provisions could also limit the price that certain investors
might be willing to pay in the future for shares of the Company's Common Stock.
The Restated Articles and the Bylaws contain provisions which (i) classify the
board of directors into three classes as nearly equal in number as possible, and
provide that each director will serve for three years with directors in only one
class being elected each year, (ii) permit the board of directors to issue up to
1,000,000 shares of Preferred Stock in one or more series and to fix the number
of shares, and the voting powers and all other rights and preferences of any
such series, without any further vote or action by the shareholders, (iii)
require the approval by at least 80% of the outstanding shares of our voting
stock of any plan for the merger, consolidation, sale or other transfer of all
or substantially all of the Company's assets, the issuance or transfer of the
Company's voting stock for the assets or securities of another person if, in all
such cases, such person is, or within the preceding twelve months has been, the
beneficial owner of five percent or more of the outstanding shares of the
Company's Common Stock and (iv) provide that directors may be removed only with
cause, by a vote of the holders of a majority of the shares entitled to vote at
an election of directors. The approval by at least 80% of the outstanding shares
of our voting stock is required to amend or repeal the provisions in the
Restated Articles for the classified board of directors and for the super
majority approval for extraordinary transactions. In addition, the Restated
Bylaws provide that special meetings of shareholders may be called by the
chairman of the board of directors, the board of directors or a majority of
shareholders entitled to vote at the meeting. All of the above-described
provisions may have the effect of delaying or preventing a change of control,
which could adversely affect the market price of the Company's Common Stock.

                                        3
LISTING

         The Company's Common Stock is traded on the New York Stock Exchange
under the trading symbol "HDL."

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Alan E. Schwartz, partner of Honigman Miller Schwartz and Cohn LLP,
which firm is delivering an opinion of counsel regarding the validity of the
securities being offered in this Registration Statement, served as a director of
the Company until September 10, 2001. Honigman Miller Schwartz and Cohn LLP also
serves as the Company's outside legal counsel.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The MBCA permits Michigan corporations to limit the personal liability
of directors and officers for breaches of their fiduciary duties. The Restated
Articles of Incorporation of the Registrant so limit the liability of directors.
The Registrant's Bylaws also provide for indemnification of directors and
officers.

         The Restated Articles of Incorporation limit director liability for
money damages for breaches of fiduciary duty as a director, except for liability
for (i) the amount of a financial benefit received by a director to which he or
she is not entitled, (ii) intentional infliction of harm on the corporation or
shareholders, (iii) a violation of Section 551(1) of the MBCA, or (iv) an
intentional criminal act. These provisions, however, do not affect liability
under the Securities Act of 1933, as amended.

         The MBCA authorizes a corporation under specified circumstances to
indemnify its directors and officers (including reimbursement for expenses
incurred) for any action taken or any failure to take any action as a director
or officer, except for liability for specified acts. The provisions of the
Registrant's Bylaws relating to indemnification of directors and officers limit
director, officer and employee liability to the fullest extent permitted by
Michigan Law. The provisions of the MBCA are broad enough to permit
indemnification with respect to liabilities arising under the Securities Act of
1933, as amended or the Michigan Uniform Securities Act.

         In addition, the Registrant has obtained directors' and officers'
liability insurance. The policy provides for $60,000,000 in coverage, including
liabilities under the Securities Act of 1933, as amended.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

ITEM 8.           EXHIBITS.

         4.1      Restated Articles of Incorporation dated June 30, 1989,
                  incorporated by reference to Exhibit 3 filed with the
                  Registrant's Annual Report on Form 10-K, dated May 1, 1993.

         4.2      Bylaws adopted March 7, 1990, as amended June 16, 1993 and
                  December 6, 1995 and January 12, 2001 and further amended
                  September 8, 2004, incorporated by reference to

                                        4
Exhibit A filed with the Registrant's Quarterly Report on Form
                  10-Q for the 1st Quarter ended July 31, 2004.

         5.1      Opinion of Honigman Miller Schwartz and Cohn LLP.

         23.1     Consent of Honigman Miller Schwartz and Cohn LLP (included in
                  the opinion filed as Exhibit 5.1 to this Registration
                  Statement).

         99.1     Handleman Company 2004 Stock Plan, incorporated by reference
                  to Appendix F to the Proxy Statement on Form DEF 14A (file no.
                  001-07923), filed with the Commission on August 6, 2004.

ITEM 9.           UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                           (1)      To file, during any period in which offers
                  or sales are being made, a post-effective amendment to this
                  Registration Statement;

                                    (i)   To include any prospectus required
                  by Section 10(a) (3) of the Securities Act of 1933;

                                    (ii)  To reflect in the prospectus any facts
                           or events arising after the effective date of the
                           Registration Statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the Registration
                           Statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high end of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than a 20% change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective Registration Statement;

                                    (iii) To include any material information
                           with respect to the plan of distribution not
                           previously disclosed in the Registration Statement or
                           any material change to such information in the
                           Registration Statement;

                           Provided, however, that paragraphs (a)(1)(i) and
                  (a)(1)(ii) do not apply if the Registration Statement is on
                  Form S-3 or Form S-8, and the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed by the Registrant pursuant
                  to Section 13 or Section 15(d) of the Securities Exchange Act
                  of 1934 that are incorporated by reference in the Registration
                  Statement.

                           (2)     That, for the purpose of determining any
                  liability under the Securities Act of 1933, each such
                  post-effective amendment shall be deemed to be a new
                  registration

                                        5
statement relating to the securities offered therein, and the
                  offering of such securities at that time shall be deemed to be
                  the initial bona fide offering thereof.

                           (3)     To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

         (b)     The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Troy, State of Michigan, on November 15, 2004.

                                HANDLEMAN COMPANY

                                 By:      /s/ Stephen Strome
                                        ---------------------------------------
                                        Stephen Strome, Chairman of the Board
                                        and Chief Executive Officer

                                        6
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of HANDLEMAN COMPANY, a Michigan corporation (the "Company"),
hereby constitutes and appoints Stephen Strome or Thomas C. Braum, Jr., and each
of them, the true and lawful attorneys-in-fact and agents of the undersigned,
each with the power of substitution for him in any and all capacities, with full
power and authority in said attorneys-in-fact and agents and in any one or more
of them, to sign, execute and affix his seal thereto and file the proposed
registration statement on Form S-8 to be filed by the Company under the
Securities Act of 1933, as amended, which registration statement relates to the
registration and issuance of the Company's Common Stock, pursuant to the
Handleman Company 2004 Stock Plan and any of the documents relating to such
registration statement, any and all amendments to such registration statement,
including any amendment thereto changing the amount of securities for which
registration is being sought, and any post-effective amendment, with all
exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority; granting unto said attorneys, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue hereof.

                                        7
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Thomas C. Braum, Jr.
------------------------
Thomas C. Braum, Jr.                Senior Vice President
                                    and Chief Financial Officer        November  15, 2004

/s/ Donald M. Genotti
---------------------
Donald M. Genotti                   Vice President and Controller
                                    (Chief Accounting Officer)         November 15, 2004

/s/ Elizabeth A. Chappell
-------------------------
Elizabeth A. Chappell               Director                           November 15, 2004

/s/ Eugene A. Miller
--------------------
Eugene A. Miller                    Director                           November 15, 2004

/s/ James B. Nicholson
----------------------
James B. Nicholson                  Director                           November 15, 2004

/s/ Sandra E. Peterson
----------------------
Sandra E. Peterson                  Director                           November 15, 2004

/s/ Irvin D. Reid
-----------------
Irvin D. Reid                       Director                           November 15, 2004

/s/ Lloyd E. Reuss
------------------
Lloyd E. Reuss                      Director                           November 15, 2004

/s/ Ralph J. Szygenda
---------------------
Ralph J. Szygenda                   Director                           November 15, 2004
8
INDEX TO EXHIBITS

Exhibit
Number                                     Exhibit
-------                                    -------

4.1               Restated Articles of Incorporation dated June 30, 1989,
                  incorporated by reference to Exhibit 3 filed with the
                  Registrant's Annual Report on Form 10-K, dated May 1, 1993.

4.2               Bylaws adopted March 7, 1990, as amended June 16, 1993 and
                  December 6, 1995 and January 12, 2001 and further amended
                  September 8, 2004, incorporated by reference to Exhibit A
                  filed with the Registrant's Quarterly Report on Form 10-Q for
                  the 1st Quarter ended July 31, 2004.

5.1               Opinion of Honigman Miller Schwartz and Cohn LLP.

23.1              Consent of Honigman Miller Schwartz and Cohn LLP (included in
                  the opinion filed as Exhibit 5.1 to this Registration
                  Statement).

99.1              Handleman Company 2004 Stock Plan incorporated by reference to
                  Appendix A of the Proxy Statement on Form DEF 14A (file no.
                  001-07923), filed with the Commission on August 6, 2004.

                                        9