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

                                -----------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): December 15, 2004


                              HANCOCK FABRICS, INC.
               (Exact Name of Registrant as Specified in Charter)


                         Commission File Number 1 - 9482

              Delaware                                           64-0740905
     (State or other jurisdiction                            (I. R. S. Employer
   of incorporation or organization)                         Identification No.)

     One Fashion Way, Baldwyn, MS                                  38824
(Address of principal executive offices)                         (Zip Code)


               Registrant's telephone number, including area code
                                 (662) 365-6000


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01.  Entry Into Material Definitive Agreement

See  Item  5.02 of this  Current  Report  on Form 8-K for a  description  of the
resignation of Larry G. Kirk as the Company's Chief  Executive  Officer and as a
Company director.

See  Item  5.02 of this  Current  Report  on Form 8-K for a  description  of the
appointment  of Jane F. Aggers as the Company's  President  and Chief  Executive
Officer and as a Company director.


Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers

On December 16, 2004,  Hancock Fabrics,  Inc. (the "Company")  announced that on
December  15,  2004 Larry G. Kirk  resigned  as the  Company's  Chief  Executive
Officer and as a director  of the  Company,  which  resignations  are  effective
January 31, 2005.

On December 16, 2004,  the Company also  announced that on December 15, 2004 the
Company's Board of Directors  elected Jane F. Aggers as the Company's  President
and Chief  Executive  Officer and as a Company  director  effective  January 31,
2005.  From  December  15,  2004 to  January  30,  2005,  Ms.  Aggers  will be a
consultant to the Company.

Ms. Aggers, 56, has extensive experience in specialty retail, including 24 years
with Jo-Ann Stores, Inc., serving roles as chief marketing,  merchandising,  and
supply chain officer,  and ultimately as Executive Vice President.  From 1993 to
2000, Ms. Aggers was Executive  Vice  President of Jo-Ann Stores,  Inc. and from
2001 to 2004, Ms. Aggers was consultant to the retail industry.

The Company and Ms.  Aggers have  entered  into an  Employment  Agreement  dated
December 15, 2004,  which: (i) has an initial term of three years; (ii) provides
for an  annual  salary  of  $450,000,  plus a  guaranteed  first  year  bonus of
$225,000;   (iii)  provides  for  an  employment  inducement  grant  of  100,000
restricted  shares of Company  common  stock;  (iv)  provides for an  employment
inducement  grant of options to purchase 100,000 shares of Company common stock;
(v)  provides  in certain  events for  severance  payments by the Company to Ms.
Aggers if her  employment is terminated;  and (vi) provides for  non-competition
and other restrictions on Ms. Aggers for the benefit of the Company.

Ms. Aggers's  restricted stock awards and option grants are intended to meet the
employment  inducement award exemption provided under Section 303A.08 of the New
York Stock Exchange Listed Company Manual.

Mr. Kirk will  continue as a Company  employee  through  October 31, 2006, at an
annual  salary of  $325,000,  with a bonus of $91,000 for fiscal year 2005 and a
bonus of $68,000 for fiscal year 2006. As required,  Mr.  Kirk's future  salary,
bonus,  employee  benefits and the  unamortized  portion of his previous  equity
grants  will be charged  to  expense in the fourth  quarter of 2004 in an amount
totaling approximately $1.5 million.

                                       2
<PAGE>

Item 9.01.   Financial Statements, Pro Forma Financial Information and Exhibits.

     (c)      Exhibits:

       Exhibit
        Number      Description
     -------------  ------------------------------------------------------------

        99.1        Press release issued by Hancock Fabrics, Inc., dated
                    December 16, 2004

        99.2        Press release issued by Hancock Fabrics, Inc., dated
                    December 16, 2004







                                       3
<PAGE>


                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                    HANCOCK FABRICS, INC.
                                    (Registrant)

                                    By:  /s/ Bruce D. Smith
                                       -------------------------------------
                                    Bruce D. Smith
                                    Senior Vice President
                                    and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



Date:    December 21, 2004








                                       4
<PAGE>


                                INDEX TO EXHIBITS


   Exhibit
    Number       Description
---------------  ---------------------------------------------------------------

     99.1        Press release issued by Hancock Fabrics, Inc., dated
                 December 16, 2004

     99.2        Press release issued by Hancock Fabrics, Inc., dated
                 December 16, 2004











                                       5
<PAGE>

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Hancock Fabrics, Inc
Corporate Headquarters
One Fashion Way
Baldwyn, MS  38824

December 16, 2004

Released by:  Ellen Kennedy
              (662) 365 6109

HANCOCK FABRICS ANNOUNCES APPOINTMENT OF JANE F. AGGERS
AS CHIEF EXECUTIVE OFFICER

Hancock  Fabrics,  Inc.  (NYSE  symbol:  HKF),  today  announced  the  following
appointments to be effective January 31, 2005:

-   Jane F. Aggers as President and Chief Executive Officer and to its Board of
    Directors
-   Director Wellford L. Sanders, Jr. as Non-Executive Chairman of the Board

Larry G. Kirk, current Chairman and Chief Executive  Officer,  earlier announced
his plans to retire from these positions.

Jane  Aggers,  56,  is a proven  executive  in the  fabric  retailing  business,
including 24 years with Jo-Ann Stores,  Inc. As Chief  Marketing,  Merchandising
and Supply Chain  Officer,  Ms.  Aggers led all strategic  initiatives,  product
development, merchandising, sourcing, supply chain management and communications
strategies of the Jo-Ann brand.  She served on the company's  Executive and Real
Estate Committees and was responsible for strategic and annual operating plans.

Wellford  L.  Sanders,  Jr.,  59, has been a  Managing  Director  with  Wachovia
Securities, Inc. since 1997. His prior experience includes 20 years with McGuire
Woods,  LLP.  In  addition,  he has  served as a director  of several  companies
including retailers Peebles, Inc. and Catherine's Stores Corporation.

Commenting  on the  management  succession,  Kirk  stated,  "Jane is admired and
respected in our industry and among the ranks of our senior officer team for her
creative marketing,  merchandising and management abilities.  I've known her for
several years,  and I am pleased to be turning over the reins at Hancock to such
capable hands."

Speaking on behalf of the Board,  Director  Sanders  said,  "We are delighted to
have been able to attract an executive of Jane's caliber and level of experience
to Hancock  Fabrics.  We are  looking to Jane and our  management  team  working
together to achieve an appropriate  return for our shareholders on the Company's
recent significant  investments in our new distribution center and point of sale
merchandising systems in our stores.

                                       6
<PAGE>

"Finally, we want to gratefully  acknowledge Larry Kirk's 33 years of service to
the Company.  During his eight-year tenure as Hancock's Chief Executive Officer,
Larry has  overseen the  reinvestment  in the Company to  reposition  almost 300
smaller,  low potential stores;  open or acquire 230 new stores;  and to upgrade
our merchandise, store and financial systems with the completion of the roll-out
of point of sale systems throughout our retail network.  Certainly, the capstone
of his career with Hancock has been the development of the Company's new 740,000
square   foot   distribution   center   and   headquarters    facility.    These
accomplishments,  and a strong  financial  condition,  leave  the  Company  well
positioned for future growth," concluded Sanders.

Hancock Fabrics,  Inc. is a retail and wholesale  merchant of fabric and related
home sewing and decorating  accessories.  The Company operates 434 retail fabric
stores in 42  states,  supplies  various  independent  wholesale  customers  and
operates an internet store under the domain name, www.hancockfabrics.com.







                                       7
<PAGE>
                                                                    EXHIBIT 99.2

FOR IMMEDIATE RELEASE

Hancock Fabrics, Inc.
Corporate Headquarters
One Fashion Way
Baldwyn, MS  38824

December 16, 2004

Released by:  Ellen Kennedy
              (662) 365-6109

HANCOCK FABRICS ANNOUNCES ADOPTION OF EMPLOYMENT
INDUCEMENT STOCK PLAN

Hancock  Fabrics,  Inc. (NYSE symbol:  HKF),  today  announced that its Board of
Directors,  including all  independent  directors,  approved the adoption of the
2004  Special  Stock  Plan,  specifically  and solely for the  purpose of making
restricted  stock and stock option  grants to Jane F. Aggers,  the Company's new
President and Chief Executive Officer.

Speaking  on  behalf  of the  Board of  Directors,  Wellford  L.  Sanders,  Jr.,
Director, said, "Hancock Fabrics has always placed a high level of importance on
stock  ownership in the Company by the officers and  directors.  These grants to
Ms.  Aggers  are a  continuation  of  our  previous  efforts  to  ensure  that a
meaningful  portion of the compensation of officers and directors is in the form
of equity grants."

The material  terms  relating to the equity grants of the  Employment  Agreement
between the Company and Ms. Aggers,  as  supplemented  by the 2004 Special Stock
Plan, are as follows:

- An "employment inducement award" of 100,000 restricted shares of the Company's
common stock, with such shares to vest 20% on each of the first five anniversary
dates;

- An "employment  inducement award" of options to purchase 100,000 shares of the
Company's common stock,  with such options to vest 25% on each of the first four
anniversary dates;

- Accelerated  vesting for such shares and options if Ms. Aggers'  employment is
terminated in certain circumstances;

- The exercise  price for the stock  option  grants made on December 15, 2004 is
equal to 100% of the fair market value of the Company's stock on that date;

- All such grants are intended to meet the employment inducement award exemption
provided  under Section 303 A.08 of the New York Stock  Exchange  Listed Company
Manual.

Hancock Fabrics,  Inc. is a retail and wholesale  merchant of fabric and related
home sewing and decorating  accessories.  The Company operates 434 retail fabric
stores in 42  states,  supplies  various  independent  wholesale  customers  and
operates an internet store under the domain name, www.hancockfabrics.com.


                                       8
[{"type": "8-K", "sequence": "1", "filename": "hancock8k122004.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 12557}]
{"company-data": {"conformed-name": "HANCOCK FABRICS INC", "cik": "0000812906", "assigned-sic": "5940", "irs-number": "640740905", "state-of-incorporation": "DE", "fiscal-year-end": "0129"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09482", "film-number": "041215855"}, "business-address": {"street1": "3406 W MAIN ST", "city": "TUPELO", "state": "MS", "zip": "38803", "phone": "6018422834"}, "mail-address": {"street1": "P O BOX 2400", "city": "TUPELO", "state": "MS", "zip": "38803-2400"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of report (Date of earliest event reported): December 15, 2004

                              HANCOCK FABRICS, INC.
               (Exact Name of Registrant as Specified in Charter)

                         Commission File Number 1 - 9482

              Delaware                                           64-0740905
     (State or other jurisdiction                            (I. R. S. Employer
   of incorporation or organization)                         Identification No.)

     One Fashion Way, Baldwyn, MS                                  38824
(Address of principal executive offices)                         (Zip Code)

               Registrant's telephone number, including area code
                                 (662) 365-6000

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.  Entry Into Material Definitive Agreement

See  Item  5.02 of this  Current  Report  on Form 8-K for a  description  of the
resignation of Larry G. Kirk as the Company's Chief  Executive  Officer and as a
Company director.

See  Item  5.02 of this  Current  Report  on Form 8-K for a  description  of the
appointment  of Jane F. Aggers as the Company's  President  and Chief  Executive
Officer and as a Company director.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers

On December 16, 2004,  Hancock Fabrics,  Inc. (the "Company")  announced that on
December  15,  2004 Larry G. Kirk  resigned  as the  Company's  Chief  Executive
Officer and as a director  of the  Company,  which  resignations  are  effective
January 31, 2005.

On December 16, 2004,  the Company also  announced that on December 15, 2004 the
Company's Board of Directors  elected Jane F. Aggers as the Company's  President
and Chief  Executive  Officer and as a Company  director  effective  January 31,
2005.  From  December  15,  2004 to  January  30,  2005,  Ms.  Aggers  will be a
consultant to the Company.

Ms. Aggers, 56, has extensive experience in specialty retail, including 24 years
with Jo-Ann Stores, Inc., serving roles as chief marketing,  merchandising,  and
supply chain officer,  and ultimately as Executive Vice President.  From 1993 to
2000, Ms. Aggers was Executive  Vice  President of Jo-Ann Stores,  Inc. and from
2001 to 2004, Ms. Aggers was consultant to the retail industry.

The Company and Ms.  Aggers have  entered  into an  Employment  Agreement  dated
December 15, 2004,  which: (i) has an initial term of three years; (ii) provides
for an  annual  salary  of  $450,000,  plus a  guaranteed  first  year  bonus of
$225,000;   (iii)  provides  for  an  employment  inducement  grant  of  100,000
restricted  shares of Company  common  stock;  (iv)  provides for an  employment
inducement  grant of options to purchase 100,000 shares of Company common stock;
(v)  provides  in certain  events for  severance  payments by the Company to Ms.
Aggers if her  employment is terminated;  and (vi) provides for  non-competition
and other restrictions on Ms. Aggers for the benefit of the Company.

Ms. Aggers's  restricted stock awards and option grants are intended to meet the
employment  inducement award exemption provided under Section 303A.08 of the New
York Stock Exchange Listed Company Manual.

Mr. Kirk will  continue as a Company  employee  through  October 31, 2006, at an
annual  salary of  $325,000,  with a bonus of $91,000 for fiscal year 2005 and a
bonus of $68,000 for fiscal year 2006. As required,  Mr.  Kirk's future  salary,
bonus,  employee  benefits and the  unamortized  portion of his previous  equity
grants  will be charged  to  expense in the fourth  quarter of 2004 in an amount
totaling approximately $1.5 million.

                                       2
Item 9.01.   Financial Statements, Pro Forma Financial Information and Exhibits.

     (c)      Exhibits:

       Exhibit
        Number      Description
     -------------  ------------------------------------------------------------

        99.1        Press release issued by Hancock Fabrics, Inc., dated
                    December 16, 2004

        99.2        Press release issued by Hancock Fabrics, Inc., dated
                    December 16, 2004

                                       3
SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                    HANCOCK FABRICS, INC.
                                    (Registrant)

                                    By:  /s/ Bruce D. Smith
                                       -------------------------------------
                                    Bruce D. Smith
                                    Senior Vice President
                                    and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

Date:    December 21, 2004

                                       4
INDEX TO EXHIBITS

   Exhibit
    Number       Description
---------------  ---------------------------------------------------------------

     99.1        Press release issued by Hancock Fabrics, Inc., dated
                 December 16, 2004

     99.2        Press release issued by Hancock Fabrics, Inc., dated
                 December 16, 2004

                                       5
EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Hancock Fabrics, Inc
Corporate Headquarters
One Fashion Way
Baldwyn, MS  38824

December 16, 2004

Released by:  Ellen Kennedy
              (662) 365 6109

HANCOCK FABRICS ANNOUNCES APPOINTMENT OF JANE F. AGGERS
AS CHIEF EXECUTIVE OFFICER

Hancock  Fabrics,  Inc.  (NYSE  symbol:  HKF),  today  announced  the  following
appointments to be effective January 31, 2005:

-   Jane F. Aggers as President and Chief Executive Officer and to its Board of
    Directors
-   Director Wellford L. Sanders, Jr. as Non-Executive Chairman of the Board

Larry G. Kirk, current Chairman and Chief Executive  Officer,  earlier announced
his plans to retire from these positions.

Jane  Aggers,  56,  is a proven  executive  in the  fabric  retailing  business,
including 24 years with Jo-Ann Stores,  Inc. As Chief  Marketing,  Merchandising
and Supply Chain  Officer,  Ms.  Aggers led all strategic  initiatives,  product
development, merchandising, sourcing, supply chain management and communications
strategies of the Jo-Ann brand.  She served on the company's  Executive and Real
Estate Committees and was responsible for strategic and annual operating plans.

Wellford  L.  Sanders,  Jr.,  59, has been a  Managing  Director  with  Wachovia
Securities, Inc. since 1997. His prior experience includes 20 years with McGuire
Woods,  LLP.  In  addition,  he has  served as a director  of several  companies
including retailers Peebles, Inc. and Catherine's Stores Corporation.

Commenting  on the  management  succession,  Kirk  stated,  "Jane is admired and
respected in our industry and among the ranks of our senior officer team for her
creative marketing,  merchandising and management abilities.  I've known her for
several years,  and I am pleased to be turning over the reins at Hancock to such
capable hands."

Speaking on behalf of the Board,  Director  Sanders  said,  "We are delighted to
have been able to attract an executive of Jane's caliber and level of experience
to Hancock  Fabrics.  We are  looking to Jane and our  management  team  working
together to achieve an appropriate  return for our shareholders on the Company's
recent significant  investments in our new distribution center and point of sale
merchandising systems in our stores.

                                       6
"Finally, we want to gratefully  acknowledge Larry Kirk's 33 years of service to
the Company.  During his eight-year tenure as Hancock's Chief Executive Officer,
Larry has  overseen the  reinvestment  in the Company to  reposition  almost 300
smaller,  low potential stores;  open or acquire 230 new stores;  and to upgrade
our merchandise, store and financial systems with the completion of the roll-out
of point of sale systems throughout our retail network.  Certainly, the capstone
of his career with Hancock has been the development of the Company's new 740,000
square   foot   distribution   center   and   headquarters    facility.    These
accomplishments,  and a strong  financial  condition,  leave  the  Company  well
positioned for future growth," concluded Sanders.

Hancock Fabrics,  Inc. is a retail and wholesale  merchant of fabric and related
home sewing and decorating  accessories.  The Company operates 434 retail fabric
stores in 42  states,  supplies  various  independent  wholesale  customers  and
operates an internet store under the domain name, www.hancockfabrics.com.

                                       7
EXHIBIT 99.2

FOR IMMEDIATE RELEASE

Hancock Fabrics, Inc.
Corporate Headquarters
One Fashion Way
Baldwyn, MS  38824

December 16, 2004

Released by:  Ellen Kennedy
              (662) 365-6109

HANCOCK FABRICS ANNOUNCES ADOPTION OF EMPLOYMENT
INDUCEMENT STOCK PLAN

Hancock  Fabrics,  Inc. (NYSE symbol:  HKF),  today  announced that its Board of
Directors,  including all  independent  directors,  approved the adoption of the
2004  Special  Stock  Plan,  specifically  and solely for the  purpose of making
restricted  stock and stock option  grants to Jane F. Aggers,  the Company's new
President and Chief Executive Officer.

Speaking  on  behalf  of the  Board of  Directors,  Wellford  L.  Sanders,  Jr.,
Director, said, "Hancock Fabrics has always placed a high level of importance on
stock  ownership in the Company by the officers and  directors.  These grants to
Ms.  Aggers  are a  continuation  of  our  previous  efforts  to  ensure  that a
meaningful  portion of the compensation of officers and directors is in the form
of equity grants."

The material  terms  relating to the equity grants of the  Employment  Agreement
between the Company and Ms. Aggers,  as  supplemented  by the 2004 Special Stock
Plan, are as follows:

- An "employment inducement award" of 100,000 restricted shares of the Company's
common stock, with such shares to vest 20% on each of the first five anniversary
dates;

- An "employment  inducement award" of options to purchase 100,000 shares of the
Company's common stock,  with such options to vest 25% on each of the first four
anniversary dates;

- Accelerated  vesting for such shares and options if Ms. Aggers'  employment is
terminated in certain circumstances;

- The exercise  price for the stock  option  grants made on December 15, 2004 is
equal to 100% of the fair market value of the Company's stock on that date;

- All such grants are intended to meet the employment inducement award exemption
provided  under Section 303 A.08 of the New York Stock  Exchange  Listed Company
Manual.

Hancock Fabrics,  Inc. is a retail and wholesale  merchant of fabric and related
home sewing and decorating  accessories.  The Company operates 434 retail fabric
stores in 42  states,  supplies  various  independent  wholesale  customers  and
operates an internet store under the domain name, www.hancockfabrics.com.

                                       8