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): March 16, 2005


                              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.  Amendment to a Material Definitive Agreement.

     The Management Review and Compensation  Committee of the Board of Directors
of Hancock  Fabrics,  Inc. (the  "Company")  administers the Company's two bonus
plans for key employees and officers--i.e.,  the Extra Compensation Plan and the
Officer Incentive  Compensation  Plan. The amount of bonuses that may be paid to
officers under the Extra  Compensation  Plan increases or decreases each year in
direct  relation  to the  percentage  increase  or  decrease  in  the  Company's
operating  earnings  (earnings  before  interest and taxes,  computed  using the
first-in  first-out  method of accounting  for  inventories)  compared to a base
amount,  which  historically has been the Company's  operating  earnings for the
prior year. If the Company's  operating  earnings increase by more than 10% over
the base  amount,  officers do not receive any further  bonuses  under the Extra
Compensation Plan, but receive  additional  payments under the Officer Incentive
Compensation  Plan. On March 16, 2005,  the Committee  arbitrarily  raised,  for
2005, the base amount used in determining the performance  goal that constitutes
both the limitation point for officer bonuses under the Extra  Compensation Plan
and the  starting  point for bonuses  under the Officer  Incentive  Compensation
Plan.  Because the total bonus opportunity is less under the Extra  Compensation
Plan than under the  Officer  Incentive  Compensation  Plan,  the effect of this
modification  is to  require  officers  to  attain  greater  improvement  in the
Company's  operating  earnings  in  order to earn  equivalent  or  larger  bonus
payments than would have been the case had the base amount been left  unchanged.
Both plans permit the  Committee to amend their terms and to set the base amount
annually,  and the  Committee has  determined  that the base amount shall be set
each year at or above the prior year's operating earnings.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws, Change in Fiscal
            Year.

     On March 16, 2005, the Company's  Board of Directors  amended the Bylaws of
the  Company.  The  provisions  of the Amended and  Restated  Bylaws  reflecting
substantive changes from previous bylaw provisions include the following:

     -    incorporating   the   procedures  of  the  Corporate   Governance  and
          Nominating  Committee of the Board of Directors regarding  stockholder
          nominees to the Board of Directors;
     -    abolishing the Executive Committee;
     -    eliminating the requirement for a combined Chief Executive Officer and
          Chairman of the Board position; and
     -    providing for the election of a Lead Director,  if the Chairman of the
          Board is an officer or employee of the Company.

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

      (c)    Exhibits:

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

        4.1        Amended and Restated Bylaws





                                       2
<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
                                    Executive Vice President
                                    and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



Date:    March 21, 2005







                                       3
<PAGE>

                                INDEX TO EXHIBITS

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

             4.1        Amended and Restated Bylaws















                                       4
<PAGE>

                                                                     Exhibit 4.1

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                              HANCOCK FABRICS, INC.
                            (A Delaware Corporation)

                                   ARTICLE I

                                  Stockholders


     SECTION 1. The  provisions  of Sections 2 through 10 of this Article  shall
apply to all meetings of the stockholders.

     SECTION 2.  Subject to the rights of the  holders of any class or series of
stock  having a  preference  over the  common  stock  of the  corporation  as to
dividends or upon  liquidation (the "Preferred  Stock"),  any action required or
permitted to be taken by the stockholders of the corporation must be effected at
an annual or special  meeting of  stockholders of the corporation and may not be
effected by any consent in writing by the stockholder.

     SECTION 3. The Chief Executive  Officer,  or in the absence or inability to
act of the Chief Executive Officer,  such person as may have been designated for
the  purpose by the Board of  Directors,  or if no  designation  shall have been
made, a chairman elected by the stockholders present,  shall call any meeting of
the stockholders to order and act as the presiding officer thereof.

     SECTION  4.  (a)  Notice  of  the  time  and  place  of  every  meeting  of
stockholders  shall be delivered  personally or mailed at least ten days and not
more than 60 days prior thereto to each  stockholder of record  entitled to vote
at such  stockholder's  address as it appears on the records of the corporation.
Such further notice shall be given as may be required by law.

     (b) An  affidavit  of mailing  of notice of a meeting of the  stockholders,
executed by the Secretary,  any Assistant Secretary or any transfer agent of the
corporation, shall be prima facie evidence of the giving of such notice.

     SECTION 5. The Secretary of the  corporation  shall act as secretary at all
meetings of stockholders,  and in the Secretary's  absence the presiding officer
may appoint any person to act as secretary.

     SECTION 6. Except as  otherwise  provided by law or by the  Certificate  of
Incorporation,  the presence, in person or by proxy, of the holders of record of
shares of capital stock of the corporation entitling the holders thereof to cast
a majority of the votes  entitled to be cast by the holders of shares of capital
stock of the  corporation  shall  constitute  a quorum  at all  meetings  of the
stockholders. The presiding officer of the meeting or the holders of record of a
majority of such shares so present or  represented  may adjourn the meeting from

                                       5
<PAGE>


time to time,  whether or not there is such a quorum.  No notice of the time and
place of adjourned meetings need be given except as required by law.

     SECTION  7. (a) Only  persons  who are  nominated  in  accordance  with the
procedures  set  forth  in this  Section  shall  be  eligible  for  election  as
directors.  Nominations of persons for election to the Board of Directors of the
corporation  may be made at a meeting of  stockholders at which directors are to
be elected only (i) by or at the  direction of the Board of Directors or (ii) by
any  stockholder  of the  corporation  entitled  to  vote  for the  election  of
directors at the meeting who complies  with the notice  procedures  set forth in
this Section.

     (b) Such  nominations,  other than those made by or at the direction of the
Board of Directors,  shall be made by timely notice in writing, to the Secretary
of the corporation.  To be timely,  a stockholder's  notice must be delivered or
mailed to and received at the principal executive offices of the corporation not
less than 30 days prior to the date of the meeting;  provided,  however, that in
the event that less than 40 days' notice or prior public  disclosure of the date
of the meeting is given or made to  stockholders,  to be timely, a stockholder's
notice must be so received not later than the close of business on the tenth day
following  the day on which such notice of the date of the meeting was mailed or
such public disclosure was made.

     (c) Such stockholder's notice shall set forth:

          (i) as to each person whom such  stockholder  proposes to nominate for
     election or  reelection  as a director,  all  information  relating to such
     person that is required to be  disclosed  in  solicitations  of proxies for
     election of directors,  or is otherwise required,  in each case pursuant to
     Regulation 14A under the  Securities  Exchange Act of 1934, as amended (the
     "Exchange  Act"),  including  each such person's  written  consent to being
     named in the proxy  statement  as a nominee and to serving as a director if
     elected  and a  complete  description  of the  candidate's  qualifications,
     experience and background; and

          (ii) as to the stockholder  giving the notice (x) the name and address
     of such  stockholder  as each  appears on the  corporation's  books and (y)
     proof of the  stockholder's  eligibility to submit  proposals in accordance
     with Rule 14a-8(b) of the Exchange  Act,  including the class and number of
     shares of the  corporation's  capital stock that are beneficially  owned by
     such stockholder.

     (d) The  Corporate  Governance  and  Nominating  Committee  of the Board of
Directors has full  discretion not to include a  stockholder's  candidate in its
recommendation  of  nominees  to  the  Board  of  Directors.  If  the  Corporate
Governance and Nominating Committee does not recommend a stockholder's candidate
to the Board of  Directors,  it is not  required  to make  public  the reason or
reasons for its decision.

     (e) At the request of the Board of Directors,  any person  nominated by the
Board of Directors for election as a director  shall furnish to the Secretary of
the  corporation  that  information  required to be set forth in a stockholder's
notice of nomination which pertains to the nominee.

                                       6
<PAGE>

     (f)  No  person  shall  be  eligible  for  election  as a  director  of the
corporation  unless nominated in accordance with the provisions of this Section.
The presiding  officer of the meeting shall, if the facts so warrant,  determine
and declare to the meeting that a  nomination  was not made in  accordance  with
such provisions and, if the presiding officer should so determine, the presiding
officer  shall so declare to the meeting and the defective  nomination  shall be
disregarded.

     SECTION 8. At any meeting of the stockholders, each stockholder entitled to
vote may vote in person or by proxy  authorized by an instrument  filed with the
Secretary of the corporation at or before such meeting.

     SECTION  9.  There  shall be  appointed  not less  than two  inspectors  of
election to act at any  meeting of the  stockholders  and make a written  report
thereof. Such inspectors shall first take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict  impartiality  and according
to the best of their ability. Unless appointed in advance of any such meeting by
the Board of Directors,  such  inspectors  shall be appointed for the meeting by
the presiding officer. No director or candidate for the office of director shall
be appointed as such inspector.  Such inspectors  shall (i) ascertain the number
of shares  outstanding  and the voting power of each,  (ii) determine the shares
represented  at a meeting and the validity of proxies and  ballots,  (iii) count
all votes and  ballots,  (iv)  determine  and retain for a  reasonable  period a
record of the  disposition of any challenges  made to any  determination  by the
inspectors,  and  (v)  certify  their  determination  of the  number  of  shares
represented at the meeting, and their count of all votes and ballots.

     SECTION 10. At all meetings of the  stockholders  at which directors are to
be elected, except as otherwise set forth in any Preferred Stock Designation (as
defined in Article Fourth of the Certificate of  Incorporation)  with respect to
the right of the  holders  of any class or  series of  Preferred  Stock to elect
additional directors under specified  circumstances,  directors shall be elected
by a plurality  of the votes cast at the meeting.  The election  shall not be by
ballot unless any  stockholder so demands  before the voting  begins.  Except as
otherwise provided by law, the Certificate of Incorporation, any Preferred Stock
Designation or these  By-Laws,  all matters other than the election of directors
submitted to the  stockholders  at any meeting shall be decided by a majority of
the votes cast with respect thereto.

     SECTION 11. The  provisions  of Sections  12 and 13 of this  Article  shall
apply to each annual meeting of stockholders.

     SECTION 12. The annual meeting of the stockholders of the corporation shall
be held on the second  Thursday  in June of each year (or if such day is a legal
holiday,  then on the next  succeeding day not a legal holiday) or on such other
date and at such time and at such place  within or without the State of Delaware
as may be  fixed  by the  Board  of  Directors,  for the  purposes  of  electing
directors and transacting  such other business as may properly be brought before
the meeting.

                                       7
<PAGE>

     SECTION 13. At any annual meeting of the  stockholders,  only such business
shall be conducted  as shall have been  brought  before the meeting (i) by or at
the  direction  of the  Board of  Directors  or (ii) by any  stockholder  of the
corporation  who is entitled to vote with respect  thereto and who complies with
the notice  procedures  set forth in this  Section.  For business to be properly
brought  before an annual meeting by a stockholder,  the  stockholder  must have
given timely notice thereof in writing to the Secretary of the  corporation.  To
be timely, a stockholder's notice must be delivered or mailed to and received at
the principal  executive  offices of the corporation not less than 30 days prior
to the date of the annual  meeting;  provided,  however,  that in the event that
less than 40 days' notice or prior public  disclosure  of the date of the annual
meeting is given or made to stockholders,  to be timely, a stockholder's  notice
must be so  received  not  later  than the  close of  business  on the tenth day
following  the day on which such  notice of the date of the annual  meeting  was
mailed  or such  public  disclosure  was  made.  A  stockholder's  notice to the
Secretary shall set forth as to each matter such  stockholder  proposes to bring
before the annual meeting (i) a brief  description of the business desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the  annual  meeting,  (ii) the  name and  address,  as each  appears  on the
corporation's books, of the stockholder proposing such business, (iii) the class
and number of shares of the  corporation's  capital stock that are  beneficially
owned by such stockholder, and (iv) any material interest of such stockholder in
such  business.  Notwithstanding  anything in these By-Laws to the contrary,  no
business  shall be brought  before or conducted at an annual  meeting  except in
accordance  with the  provisions of this Section.  The presiding  officer at the
annual  meeting  shall,  if the facts so warrant,  determine  and declare to the
annual meeting that business was not properly  brought before the annual meeting
in  accordance  with such  provisions  and such business so determined to be not
properly brought before the annual meeting shall not be transacted.

     SECTION 14. The  provisions of Sections 15 through 17 of this Article shall
apply to each special meeting of the stockholders.

     SECTION 15. Special  meetings of the  stockholders may be held on such date
and at such time and at such place  within or without  the State of  Delaware as
may be stated in the notice.

     SECTION 16.  Subject to the rights of the holders of any class or series of
Preferred  Stock,  special  meetings of  stockholders  of the corporation may be
called only by a majority of the total number of directors the corporation would
have if there were no vacancies  (the "Whole  Board") or by the Chief  Executive
Officer.

     SECTION 17. At any special meeting of the stockholders,  only such business
shall be  conducted  as shall  have been  stated in the  notice of such  special
meeting.


                                   ARTICLE II

                                    Directors


                                       8
<PAGE>

     SECTION 1. (a)  Subject to the rights of the holders of any class or series
of Preferred Stock to elect directors under specified circumstances,  the number
of  directors  shall be fixed  from  time to time  exclusively  by the  Board of
Directors pursuant to a resolution adopted by a majority of the Whole Board.

     (b) The  directors,  other than those who may be elected by the  holders of
any class or series of Preferred  Stock,  shall be divided,  with respect to the
time for which they severally hold office,  into three classes,  as nearly equal
in number as  possible,  with the term of office of the first class to expire at
the first annual meeting of stockholders, the term of office of the second class
to expire at the second annual meeting of  stockholders,  and the term of office
of the third class to expire at the third annual meeting of  stockholders,  with
each  director to hold office  until his or her  successor  shall have been duly
elected and qualified.  Directors  elected at an annual meeting of  stockholders
shall hold office for a term expiring at the third succeeding  annual meeting of
stockholders after their election,  with each director to hold office until such
director's successor shall have been duly elected and qualified.

     (c)  Subject  to the  rights  of the  holders  of any  class or  series  of
Preferred Stock, and unless the Board of Directors otherwise  determines,  newly
created  directorships  resulting from any increase in the authorized  number of
directors  or any  vacancies  in the Board of  Directors  resulting  from death,
resignation,  retirement,  disqualification,  removal from office or other cause
may be filled only by a majority  vote of the directors  then in office,  though
less  than a quorum,  and  directors  so chosen  shall  hold  office  for a term
expiring at the annual  meeting of  stockholders  at which the term of office of
the class to which they have been  elected  expires  and until  such  director's
successor shall have been duly elected and qualified.  No decrease in the number
of authorized  directors  constituting the Whole Board shall shorten the term of
any incumbent director.

     (d) Any director may resign by giving written notice to the Chief Executive
Officer,  the  Secretary or the Board of  Directors.  The  resignation  shall be
effective upon giving such notice,  unless such notice specifies a later time of
the   effectiveness   of  such   resignation.   If  the  resignation   specifies
effectiveness  at a  future  time,  a  successor  may  be  elected  pursuant  to
subsection  (c) of this  Section  to take  office  on the date  the  resignation
becomes effective.

     (e)  Subject  to the  rights  of the  holders  of any  class or  series  of
Preferred  Stock,  any director or the entire Board of Directors  may be removed
from office at any time, but only for cause and only by the affirmative  vote of
the holders of at least 80% of the voting  power of all of the then  outstanding
shares of capital  stock of the  corporation  entitled to vote  generally in the
election of directors (the "Voting Stock"), voting together as a single class.

     SECTION 2. (a) Regular  meetings of the Board of Directors shall be held on
the second Thursday in March,  June,  September and December of each year at the
hour of 9:30  a.m.,  or on such  other  date and at such other hour as the Chief
Executive  Officer shall  designate in the notice of such meeting.  The place of
the meeting shall also be designated in such notice.  Four days' notice  thereof
shall be mailed,  telephoned,  sent via  facsimile  or  electronic  delivery  or
personally delivered to each director.

                                       9
<PAGE>

     (b) Special  meetings of the Board of Directors shall be called at any time
on the order of the Chief Executive Officer or, in the Chief Executive Officer's
absence,  on the order of a  majority  of the Whole  Board.  Notices  of special
meetings of the Board of Directors,  stating the time,  the place and in general
terms the purpose or purposes thereof,  shall be mailed not later than four days
before  the time  appointed  for the  meeting or shall be  telephoned,  sent via
facsimile or electronic delivery or personally delivered not later than 24 hours
before the time appointed for the meeting.

     (c) Each director shall register such director's  physical  address and, if
applicable, facsimile number and electronic delivery address with the Secretary,
and notices of meetings  mailed,  sent via facsimile or  electronic  delivery or
personally delivered to such address shall be valid notices thereof. An entry of
the service of notice  given in the manner and at the time  provided for in this
Section  shall  be  made in the  minutes  of the  proceedings  of the  Board  of
Directors,  and such entry, if read and approved at a subsequent  meeting of the
Board of Directors, shall be conclusive on the question of service.

     (d) If all the  directors  shall  be  present  at any  directors'  meeting,
however called or noticed,  and sign a written  consent thereto which is entered
on the record of such  meeting,  or if the majority of the directors is present,
and those not  present  sign a written  waiver of notice of such  meeting  (or a
consent to holding the meeting or an approval of the minutes  thereat),  whether
prior to or after the  holding of such  meeting,  which  waiver  (or  consent or
approval)  shall be filed with the Secretary of the  corporation  and entered on
the record of such meeting,  any business may be transacted at such meeting, and
the transaction of such business shall be as valid as if transacted at a meeting
regularly called and noticed.

     (e) Except as provided in subsection  1(c) of this  Article,  a majority of
the Whole Board shall  constitute a quorum for the transaction of business,  and
every act or  decision of a majority  of the  directors  present at a meeting at
which a quorum is present shall be valid as the act of the Board of Directors. A
majority  of the  directors  present  at the time and  place of any  regular  or
special meeting,  although less than a quorum, may adjourn the same from time to
time, or from day to day,  without further notice,  until a quorum shall attend,
and when a quorum shall attend,  any business may be transacted which might have
been  transacted  at the  meeting had the same been held on the day on which the
same was originally appointed or called.

     (f)  Directors  may  participate  in a meeting  of the  Board of  Directors
through the use of conference telephones or similar communications equipment, so
long as all persons participating in such meeting can hear one another.

     (g) Any action of the Board of Directors  may be taken without a meeting if
all members of the Board of Directors shall individually or collectively consent
in writing to such action.  Such written consent or consents shall be filed with
the minutes of the proceedings of the Board of Directors.

     SECTION  3. The Board of  Directors  shall  have full  power and  authority
generally to do and perform,  or cause to be done and  performed,  any and every

                                       10
<PAGE>

act which a corporation may lawfully do and perform, including, without limiting
the  generality  of the  foregoing,  the power to borrow  money on behalf of the
corporation and otherwise to incur  indebtedness  on behalf of the  corporation,
and to  authorize  the  execution  of  promissory  notes or other  evidences  of
indebtedness of the corporation,  and to agree to pay interest thereon; to sell,
convey,  alienate,  transfer,  assign, exchange, lease and otherwise dispose of,
mortgage,   pledge,  hypothecate  and  otherwise  encumber  property,  real  and
personal, on behalf of the corporation; and to declare dividends payable in cash
or property in the manner provided by law.

     SECTION 4. Without  limiting the generality of the foregoing,  the Board of
Directors shall have full power and authority to adopt,  authorize,  provide and
carry out employee stock purchase plans for the issue and sale,  through the use
of options or otherwise, of the unissued shares of stock of the corporation,  or
of issued shares of such stock acquired or to be acquired by the corporation, to
employees of the corporation, or to employees of a subsidiary corporation, or to
a trustee on their behalf, and for payment for such shares in installments or at
one time, and for such  consideration as may be fixed by the Board of Directors,
and may  provide  for aiding  any such  employees  in paying for such  shares by
compensation for services or otherwise.

     SECTION 5. The directors shall receive for their services as directors such
compensation  as the Board of  Directors by  resolution  shall from time to time
establish.  Nothing herein contained shall be construed to preclude any director
from serving in any other capacity in the corporation or receiving  compensation
for such service.

     SECTION  6. (a) The  Board of  Directors  shall  annually  elect one of its
members, who may or may not be an officer or employee of the corporation,  to be
Chairman  of the Board,  to hold  office for one year and until a  successor  is
elected  and  qualified.  The Board of  Directors  shall fill any vacancy in the
position  of  Chairman of the Board at such time and in such manner as the Board
of Directors  shall  determine.  The Chairman of the Board shall  preside at all
meetings  of the Board of  Directors  and shall  perform  such other  duties and
services as shall be  assigned  to or  required of the  Chairman by the Board of
Directors.

     (b)  If  the  Chairman  of the  Board  is an  officer  or  employee  of the
corporation,  the  non-management  directors  shall  annually  elect  one of the
non-management  directors,  upon recommendation of the Corporate  Governance and
Nominating  Committee,  to be Lead  Director.  The Lead Director shall provide a
communication  channel  to and among  the  non-management  directors,  chair the
meetings of the Board, work with non-management  directors and management to set
the Board meeting  agendas,  and otherwise assist and advise the Chief Executive
Officer.

     (c) The Board of Directors may annually  elect one of its members,  who may
or may not be an officer or employee of the corporation,  to be Vice Chairman of
the Board of  Directors,  to hold office for one year and until a  successor  is
elected  and  qualified.  The Vice  Chairman  of the  Board of  Directors  shall
exercise  such  powers and perform  such duties of the  Chairman of the Board of
Directors as may be delegated  from time to time by the Chairman of the Board of
Directors  and shall perform such other duties and services as shall be assigned
to or required of the Vice Chairman by the Board of Directors.

                                       11
<PAGE>

     (d) The  compensation of the Chairman of the Board and of any Vice Chairman
of the Board shall be fixed by the Board of Directors.

     SECTION 7. The Board of Directors,  by resolution  adopted by a majority of
the Whole Board,  may appoint such other  committees as it may from time to time
deem proper and may determine  the number of members,  frequency of meetings and
duties thereof.


                                  ARTICLE III

                                    Officers

     SECTION 1. (a) The officers of the  corporation  shall be a Chief Executive
Officer, a President, one or more Vice Presidents, a Chief Financial Officer and
a Secretary.

     (b) The Board of Directors shall annually elect a Chief Executive  Officer,
a President,  a Chief  Financial  Officer,  one or more Vice  Presidents,  and a
Secretary to hold office for one year and until their respective  successors are
elected and qualified.

     (c) The Board of Directors may at any time also elect one or more Executive
Vice Presidents,  one or more Senior Vice Presidents,  one or more Assistants to
the  President,  one or more  Assistant Vice  Presidents,  a Treasurer,  a chief
accounting  officer,  one or more Assistant  Secretaries,  one or more Assistant
Treasurers,  and such other officers, agents and employees of the corporation as
it may deem proper, and fix the duties of the same.

     (d) Any number of offices may be held by the same person.

     (e) The officers shall be subject to removal by the Board of Directors with
or without  cause.  The Board of Directors may at any time abolish any or all of
such  offices  other than those  offices  whose  existence  is  required by this
Section.

     (f) If an office becomes vacant by reason of death, resignation, removal or
otherwise, the Board of Directors may elect (and shall elect, in the case of the
Chief Executive Officer,  the President,  the Chief Financial  Officer,  and the
Secretary) a successor who shall hold office for the unexpired  term and until a
successor is elected and qualified.

     (g) The compensation of the Chief Executive  Officer,  the President,  each
Executive Vice  President and each Senior Vice  President  shall be fixed by the
Board of Directors.

     (h) The Board of Directors  may  delegate to an officer of the  corporation
the power of appointment and removal,  and the power of fixing the  compensation
and duties, of the officers, agents and employees other than the Chief Executive
Officer,  the  President,  each  Executive  Vice  President and each Senior Vice
President.

     SECTION 2. The Chief Executive  Officer shall be the general manager of the
corporation and shall have general supervision and control over the business and
affairs of the  corporation,  subject to the control of the Board of  Directors.

                                       12
<PAGE>

The Chief Executive Officer shall be responsible for the execution of all orders
and  resolutions  of the Board of Directors and shall have the powers and duties
of management usually vested in the chief executive officer of a corporation and
such other  powers and duties as may from time to time be delegated by the Board
of Directors.

     SECTION  3. The  President  shall  report and be  responsible  to the Chief
Executive Officer.  The President shall have such powers and perform such duties
as from time to time may be assigned or delegated to such President by the Board
of  Directors  or the Chief  Executive  Officer or are incident to the office of
President.

     SECTION 4. (a) One or more Vice  Presidents  may be designated as Executive
Vice  President.  Each  Executive  Vice  President  shall be vested with all the
powers and shall  perform all the duties of the President in case of the absence
or  disability  of the  President and shall have such other powers and duties as
may from time to time be delegated by the Board of Directors.

     (b) One or more Vice Presidents may be designated as Senior Vice President.
Each Senior Vice President shall be vested with all the powers and shall perform
all the duties of the  President  in case of the  absence or  disability  of the
President and the Executive  Vice President and shall have such other powers and
duties as may from time to time be delegated by the Board of Directors.

     (c) One or more  officers may be designated  as Vice  President.  Each Vice
President  shall be vested with all the powers and shall  perform all the duties
of the  President in case of the absence or  disability  of the  President,  the
Executive Vice President and the Senior Vice President and shall have such other
powers  and  duties  as may  from  time to time be  delegated  by the  Board  of
Directors.

     (d) If there is more than one  Executive  Vice  President  or  Senior  Vice
President  or Vice  President,  as the case may be, the Board of  Directors  may
determine the order of precedence thereof.

     (e) The duties of a Vice  President  may be performed by an Assistant  Vice
President, and each Assistant Vice President shall be vested with all the powers
of a Vice President.

     SECTION 5. (a) The Chief  Financial  Officer shall have complete  charge of
all  accounting   records  and  procedures  of  the  corporation  and  shall  be
responsible for the  compilation of all financial  statements of the corporation
in accordance with good accounting practices.  Such duties may be performed by a
chief accounting officer if there be such an officer.

     (b) The Chief  Financial  Officer  shall cause to be kept full and accurate
accounts of receipts and disbursements in books to be kept for that purpose. The
Chief Financial  Officer shall receive and deposit,  or cause to be received and
deposited, all moneys and other valuables of the corporation, in the name and to
the credit of the corporation,  in such depositories as may be designated by the
Board of Directors.  The Chief Financial Officer shall disburse,  or cause to be

                                       13
<PAGE>

disbursed,  the  funds of the  corporation  as may be  directed  by the Board of
Directors,  taking proper vouchers for such  disbursements.  The Chief Financial
Officer shall render to the Chief Executive  Officer and the Board of Directors,
whenever they may require,  accounts of all transactions performed or authorized
by  such  Chief  Financial  Officer  and  of  the  financial  condition  of  the
corporation. The Chief Financial Officer shall, in general, exercise such powers
and perform such duties as are usually  vested in the office of chief  financial
officer of a corporation, subject to the control of the Board of Directors.

     (c) The  duties of the Chief  Financial  Officer  may be  performed  by the
Treasurer,  and the  Treasurer  shall be vested with all the powers of the Chief
Financial Officer.

     (d) The duties of the Treasurer may be performed by an Assistant Treasurer,
and  each  Assistant  Treasurer  shall be  vested  with  all the  powers  of the
Treasurer.

     SECTION 6. (a) The Secretary  shall keep or cause to be kept the minutes of
all  proceedings  of the  stockholders  and of the  Board of  Directors  and the
committees  thereof in books  provided for that  purpose.  The  Secretary  shall
attend to the giving and serving of notice of all  meetings of the  stockholders
and of the Board of Directors and the committees thereof. The Secretary shall be
the custodian of the corporate seal of the  corporation,  and when so ordered by
the  Board of  Directors  shall  affix  the  seal to  deeds,  bonds,  contracts,
certificates of stock and other obligations and instruments. The Secretary shall
keep and have charge of the minutes of the meetings of the  stockholders  and of
the Board of Directors and the committees  thereof,  the stock transfer book and
the book of stock  certificates  (unless the  corporation  shall have a transfer
agent),  the By-Laws,  and such other books and papers as the Board of Directors
may direct.  The Secretary  shall, in general,  exercise such powers and perform
such duties as are usually  vested in the office of secretary of a  corporation,
subject to the control of the Board of  Directors.  The  Secretary  may execute,
with the Chairman of the Board of Directors,  the Chief Executive  Officer,  the
President or a Vice President,  or such other officers as may be duly authorized
to  exercise  the  duties  ordinarily  exercised  by  the  President  or a  Vice
President,  in the  name  of  the  corporation,  all  deeds,  bonds,  contracts,
certificates of stock and other  obligations  and instruments  authorized by the
Board of Directors to be executed.

     (b) In the  absence or  disability  of the  Secretary,  or the  Secretary's
refusal or neglect to act, any notice  required to be given by the Secretary may
be given or served by the Chief Executive  Officer,  or by any person authorized
by the Chief Executive Officer or by the Board of Directors.

     (c) The duties of the Secretary may be performed by an Assistant Secretary,
and  each  Assistant  Secretary  shall be  vested  with  all the  powers  of the
Secretary.


                                       14
<PAGE>


                                   ARTICLE IV

                              Certificates of Stock

     SECTION 1. The Board of Directors may, subject to the provisions of law and
the  Certificate  of  Incorporation,  issue or dispose of shares of stock of the
corporation,  in such  amounts and at such times as shall be  determined  by the
Board of Directors,  and accept in full or part payment  therefor such property,
services or other consideration at such valuations as the Board of Directors may
determine.

     SECTION 2.  Certificates  for shares of stock of the  corporation  shall be
issued  when fully  paid,  and may be issued  prior to full  payment  under such
restrictions as the Board of Directors may deem proper.

     SECTION 3.  Certificates for shares of stock of the corporation shall be in
such form as shall from time to time be approved by the Board of Directors. Such
certificates  shall bear the  signature  (or  facsimile)  of the Chairman of the
Board of  Directors,  the  Chief  Executive  Officer,  the  President  or a Vice
President,  and the  Secretary  or an Assistant  Secretary,  and the seal of the
corporation shall be affixed thereto.

     SECTION 4. No new certificate or warrant shall be issued upon a transfer of
stock or of a warrant  until the former  certificate  or warrant shall have been
surrendered  and  canceled,  except  in the case of lost,  stolen  or  destroyed
certificates  or  warrants  and in that case only after the receipt of a bond by
the  corporation,  satisfactory  to the  Board of  Directors,  indemnifying  the
corporation  and all persons against loss in consequence of the issuance of such
new certificates or warrants.

     SECTION  5.  Shares  of  stock of the  corporation  may be  transferred  by
endorsement of the certificate  representing such shares by the signature of the
owner, such owner's agent, attorney or legal representative, and the delivery of
such certificate to the transferee; but such transfer shall not be valid, except
as between  the  parties  thereto,  until the same is so entered  upon the stock
transfer books of the  corporation,  or of the transfer agent, if any, and until
the old certificate is surrendered and canceled.  The transferee of shares shall
be deemed to have full notice of, and to consent to,  these  By-Laws to the same
extent as if such transferee had signed a written assent thereto.

     SECTION 6. The Board of Directors may make such rules and regulations as it
may  deem  expedient   concerning  the  issue,   transfer  and  registration  of
certificates.  The Board of Directors may appoint a transfer  agent or registrar
of transfers,  or both, and may require all  certificates  to bear the signature
(or facsimile) of either, or both.

     SECTION 7. In order that the  corporation  may determine  the  stockholders
entitled  to  notice  of or to  vote  at  any  meeting  of  stockholders  or any
adjournment  thereof,  or entitled to receive  payment of any  dividend or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any

                                       15
<PAGE>

other lawful action,  the Board of Directors may fix, in advance, a record date,
which  shall not be more than  sixty nor less than ten days  before  the date of
such  meeting,  nor more  than  sixty  days  prior  to any  other  action.  Only
stockholders  of record on the date so fixed  shall be entitled to notice of and
to vote at such meeting, to receive such dividend,  distribution or allotment of
rights,  or to exercise  such rights,  as the case may be,  notwithstanding  any
transfer of any shares of stock on the books of the corporation after any record
date  fixed as  aforesaid.  The  Board of  Directors  may close the books of the
corporation  against transfer of shares of stock during the whole or any part of
such period.

                                   ARTICLE V

                                      Seal

The  corporation  shall  have  such  corporate  seal as may from time to time be
adopted by the Board of Directors.

                                   ARTICLE VI

                                   Amendments

     SECTION 1. Subject to the laws of the State of Delaware, the Certificate of
Incorporation, any Preferred Stock Designation and these By-Laws, By-Laws may be
adopted, amended or repealed at any meeting of the stockholders, provided notice
of the proposed change was given in the notice of the meeting.

     SECTION 2. Subject to the laws of the State of Delaware, the Certificate of
Incorporation, any Preferred Stock Designation and these By-Laws, By-Laws may be
adopted, amended or repealed by the Board of Directors at any regular meeting or
any special meeting of the Board of Directors.

     SECTION 3.  Notwithstanding  any other  provision  of these  By-Laws or any
provision of law that might  otherwise  permit a lesser vote or no vote,  but in
addition  to any  affirmative  vote of the  holders of any  particular  class or
series of the Voting Stock required by law, the  Certificate  of  Incorporation,
any Preferred Stock  Designation or these By-Laws,  the affirmative  vote of the
holders of at least 80% of the voting power of all the then  outstanding  shares
of the Voting Stock,  voting  together as a single  class,  shall be required to
amend or repeal, or to adopt any provision inconsistent with, Sections 2, 16 and
17 of Article I, Sections  1(a),  (b), (c) and (e) of Article II, and Article VI
of these By-Laws.


     These Amended and Restated By-Laws were approved by resolution of the Board
of Directors on the 17th day of March, 2005.



                                       16
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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): March 16, 2005

                              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.  Amendment to a Material Definitive Agreement.

     The Management Review and Compensation  Committee of the Board of Directors
of Hancock  Fabrics,  Inc. (the  "Company")  administers the Company's two bonus
plans for key employees and officers--i.e.,  the Extra Compensation Plan and the
Officer Incentive  Compensation  Plan. The amount of bonuses that may be paid to
officers under the Extra  Compensation  Plan increases or decreases each year in
direct  relation  to the  percentage  increase  or  decrease  in  the  Company's
operating  earnings  (earnings  before  interest and taxes,  computed  using the
first-in  first-out  method of accounting  for  inventories)  compared to a base
amount,  which  historically has been the Company's  operating  earnings for the
prior year. If the Company's  operating  earnings increase by more than 10% over
the base  amount,  officers do not receive any further  bonuses  under the Extra
Compensation Plan, but receive  additional  payments under the Officer Incentive
Compensation  Plan. On March 16, 2005,  the Committee  arbitrarily  raised,  for
2005, the base amount used in determining the performance  goal that constitutes
both the limitation point for officer bonuses under the Extra  Compensation Plan
and the  starting  point for bonuses  under the Officer  Incentive  Compensation
Plan.  Because the total bonus opportunity is less under the Extra  Compensation
Plan than under the  Officer  Incentive  Compensation  Plan,  the effect of this
modification  is to  require  officers  to  attain  greater  improvement  in the
Company's  operating  earnings  in  order to earn  equivalent  or  larger  bonus
payments than would have been the case had the base amount been left  unchanged.
Both plans permit the  Committee to amend their terms and to set the base amount
annually,  and the  Committee has  determined  that the base amount shall be set
each year at or above the prior year's operating earnings.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws, Change in Fiscal
            Year.

     On March 16, 2005, the Company's  Board of Directors  amended the Bylaws of
the  Company.  The  provisions  of the Amended and  Restated  Bylaws  reflecting
substantive changes from previous bylaw provisions include the following:

     -    incorporating   the   procedures  of  the  Corporate   Governance  and
          Nominating  Committee of the Board of Directors regarding  stockholder
          nominees to the Board of Directors;
     -    abolishing the Executive Committee;
     -    eliminating the requirement for a combined Chief Executive Officer and
          Chairman of the Board position; and
     -    providing for the election of a Lead Director,  if the Chairman of the
          Board is an officer or employee of the Company.

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

      (c)    Exhibits:

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

        4.1        Amended and Restated Bylaws

                                       2
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
                                    Executive Vice President
                                    and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

Date:    March 21, 2005

                                       3
INDEX TO EXHIBITS

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

             4.1        Amended and Restated Bylaws

                                       4
Exhibit 4.1

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                              HANCOCK FABRICS, INC.
                            (A Delaware Corporation)

                                   ARTICLE I

                                  Stockholders

     SECTION 1. The  provisions  of Sections 2 through 10 of this Article  shall
apply to all meetings of the stockholders.

     SECTION 2.  Subject to the rights of the  holders of any class or series of
stock  having a  preference  over the  common  stock  of the  corporation  as to
dividends or upon  liquidation (the "Preferred  Stock"),  any action required or
permitted to be taken by the stockholders of the corporation must be effected at
an annual or special  meeting of  stockholders of the corporation and may not be
effected by any consent in writing by the stockholder.

     SECTION 3. The Chief Executive  Officer,  or in the absence or inability to
act of the Chief Executive Officer,  such person as may have been designated for
the  purpose by the Board of  Directors,  or if no  designation  shall have been
made, a chairman elected by the stockholders present,  shall call any meeting of
the stockholders to order and act as the presiding officer thereof.

     SECTION  4.  (a)  Notice  of  the  time  and  place  of  every  meeting  of
stockholders  shall be delivered  personally or mailed at least ten days and not
more than 60 days prior thereto to each  stockholder of record  entitled to vote
at such  stockholder's  address as it appears on the records of the corporation.
Such further notice shall be given as may be required by law.

     (b) An  affidavit  of mailing  of notice of a meeting of the  stockholders,
executed by the Secretary,  any Assistant Secretary or any transfer agent of the
corporation, shall be prima facie evidence of the giving of such notice.

     SECTION 5. The Secretary of the  corporation  shall act as secretary at all
meetings of stockholders,  and in the Secretary's  absence the presiding officer
may appoint any person to act as secretary.

     SECTION 6. Except as  otherwise  provided by law or by the  Certificate  of
Incorporation,  the presence, in person or by proxy, of the holders of record of
shares of capital stock of the corporation entitling the holders thereof to cast
a majority of the votes  entitled to be cast by the holders of shares of capital
stock of the  corporation  shall  constitute  a quorum  at all  meetings  of the
stockholders. The presiding officer of the meeting or the holders of record of a
majority of such shares so present or  represented  may adjourn the meeting from

                                       5
time to time,  whether or not there is such a quorum.  No notice of the time and
place of adjourned meetings need be given except as required by law.

     SECTION  7. (a) Only  persons  who are  nominated  in  accordance  with the
procedures  set  forth  in this  Section  shall  be  eligible  for  election  as
directors.  Nominations of persons for election to the Board of Directors of the
corporation  may be made at a meeting of  stockholders at which directors are to
be elected only (i) by or at the  direction of the Board of Directors or (ii) by
any  stockholder  of the  corporation  entitled  to  vote  for the  election  of
directors at the meeting who complies  with the notice  procedures  set forth in
this Section.

     (b) Such  nominations,  other than those made by or at the direction of the
Board of Directors,  shall be made by timely notice in writing, to the Secretary
of the corporation.  To be timely,  a stockholder's  notice must be delivered or
mailed to and received at the principal executive offices of the corporation not
less than 30 days prior to the date of the meeting;  provided,  however, that in
the event that less than 40 days' notice or prior public  disclosure of the date
of the meeting is given or made to  stockholders,  to be timely, a stockholder's
notice must be so received not later than the close of business on the tenth day
following  the day on which such notice of the date of the meeting was mailed or
such public disclosure was made.

     (c) Such stockholder's notice shall set forth:

          (i) as to each person whom such  stockholder  proposes to nominate for
     election or  reelection  as a director,  all  information  relating to such
     person that is required to be  disclosed  in  solicitations  of proxies for
     election of directors,  or is otherwise required,  in each case pursuant to
     Regulation 14A under the  Securities  Exchange Act of 1934, as amended (the
     "Exchange  Act"),  including  each such person's  written  consent to being
     named in the proxy  statement  as a nominee and to serving as a director if
     elected  and a  complete  description  of the  candidate's  qualifications,
     experience and background; and

          (ii) as to the stockholder  giving the notice (x) the name and address
     of such  stockholder  as each  appears on the  corporation's  books and (y)
     proof of the  stockholder's  eligibility to submit  proposals in accordance
     with Rule 14a-8(b) of the Exchange  Act,  including the class and number of
     shares of the  corporation's  capital stock that are beneficially  owned by
     such stockholder.

     (d) The  Corporate  Governance  and  Nominating  Committee  of the Board of
Directors has full  discretion not to include a  stockholder's  candidate in its
recommendation  of  nominees  to  the  Board  of  Directors.  If  the  Corporate
Governance and Nominating Committee does not recommend a stockholder's candidate
to the Board of  Directors,  it is not  required  to make  public  the reason or
reasons for its decision.

     (e) At the request of the Board of Directors,  any person  nominated by the
Board of Directors for election as a director  shall furnish to the Secretary of
the  corporation  that  information  required to be set forth in a stockholder's
notice of nomination which pertains to the nominee.

                                       6
(f)  No  person  shall  be  eligible  for  election  as a  director  of the
corporation  unless nominated in accordance with the provisions of this Section.
The presiding  officer of the meeting shall, if the facts so warrant,  determine
and declare to the meeting that a  nomination  was not made in  accordance  with
such provisions and, if the presiding officer should so determine, the presiding
officer  shall so declare to the meeting and the defective  nomination  shall be
disregarded.

     SECTION 8. At any meeting of the stockholders, each stockholder entitled to
vote may vote in person or by proxy  authorized by an instrument  filed with the
Secretary of the corporation at or before such meeting.

     SECTION  9.  There  shall be  appointed  not less  than two  inspectors  of
election to act at any  meeting of the  stockholders  and make a written  report
thereof. Such inspectors shall first take and sign an oath faithfully to execute
the duties of inspector at such meeting with strict  impartiality  and according
to the best of their ability. Unless appointed in advance of any such meeting by
the Board of Directors,  such  inspectors  shall be appointed for the meeting by
the presiding officer. No director or candidate for the office of director shall
be appointed as such inspector.  Such inspectors  shall (i) ascertain the number
of shares  outstanding  and the voting power of each,  (ii) determine the shares
represented  at a meeting and the validity of proxies and  ballots,  (iii) count
all votes and  ballots,  (iv)  determine  and retain for a  reasonable  period a
record of the  disposition of any challenges  made to any  determination  by the
inspectors,  and  (v)  certify  their  determination  of the  number  of  shares
represented at the meeting, and their count of all votes and ballots.

     SECTION 10. At all meetings of the  stockholders  at which directors are to
be elected, except as otherwise set forth in any Preferred Stock Designation (as
defined in Article Fourth of the Certificate of  Incorporation)  with respect to
the right of the  holders  of any class or  series of  Preferred  Stock to elect
additional directors under specified  circumstances,  directors shall be elected
by a plurality  of the votes cast at the meeting.  The election  shall not be by
ballot unless any  stockholder so demands  before the voting  begins.  Except as
otherwise provided by law, the Certificate of Incorporation, any Preferred Stock
Designation or these  By-Laws,  all matters other than the election of directors
submitted to the  stockholders  at any meeting shall be decided by a majority of
the votes cast with respect thereto.

     SECTION 11. The  provisions  of Sections  12 and 13 of this  Article  shall
apply to each annual meeting of stockholders.

     SECTION 12. The annual meeting of the stockholders of the corporation shall
be held on the second  Thursday  in June of each year (or if such day is a legal
holiday,  then on the next  succeeding day not a legal holiday) or on such other
date and at such time and at such place  within or without the State of Delaware
as may be  fixed  by the  Board  of  Directors,  for the  purposes  of  electing
directors and transacting  such other business as may properly be brought before
the meeting.

                                       7
SECTION 13. At any annual meeting of the  stockholders,  only such business
shall be conducted  as shall have been  brought  before the meeting (i) by or at
the  direction  of the  Board of  Directors  or (ii) by any  stockholder  of the
corporation  who is entitled to vote with respect  thereto and who complies with
the notice  procedures  set forth in this  Section.  For business to be properly
brought  before an annual meeting by a stockholder,  the  stockholder  must have
given timely notice thereof in writing to the Secretary of the  corporation.  To
be timely, a stockholder's notice must be delivered or mailed to and received at
the principal  executive  offices of the corporation not less than 30 days prior
to the date of the annual  meeting;  provided,  however,  that in the event that
less than 40 days' notice or prior public  disclosure  of the date of the annual
meeting is given or made to stockholders,  to be timely, a stockholder's  notice
must be so  received  not  later  than the  close of  business  on the tenth day
following  the day on which such  notice of the date of the annual  meeting  was
mailed  or such  public  disclosure  was  made.  A  stockholder's  notice to the
Secretary shall set forth as to each matter such  stockholder  proposes to bring
before the annual meeting (i) a brief  description of the business desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the  annual  meeting,  (ii) the  name and  address,  as each  appears  on the
corporation's books, of the stockholder proposing such business, (iii) the class
and number of shares of the  corporation's  capital stock that are  beneficially
owned by such stockholder, and (iv) any material interest of such stockholder in
such  business.  Notwithstanding  anything in these By-Laws to the contrary,  no
business  shall be brought  before or conducted at an annual  meeting  except in
accordance  with the  provisions of this Section.  The presiding  officer at the
annual  meeting  shall,  if the facts so warrant,  determine  and declare to the
annual meeting that business was not properly  brought before the annual meeting
in  accordance  with such  provisions  and such business so determined to be not
properly brought before the annual meeting shall not be transacted.

     SECTION 14. The  provisions of Sections 15 through 17 of this Article shall
apply to each special meeting of the stockholders.

     SECTION 15. Special  meetings of the  stockholders may be held on such date
and at such time and at such place  within or without  the State of  Delaware as
may be stated in the notice.

     SECTION 16.  Subject to the rights of the holders of any class or series of
Preferred  Stock,  special  meetings of  stockholders  of the corporation may be
called only by a majority of the total number of directors the corporation would
have if there were no vacancies  (the "Whole  Board") or by the Chief  Executive
Officer.

     SECTION 17. At any special meeting of the stockholders,  only such business
shall be  conducted  as shall  have been  stated in the  notice of such  special
meeting.

                                   ARTICLE II

                                    Directors

                                       8
SECTION 1. (a)  Subject to the rights of the holders of any class or series
of Preferred Stock to elect directors under specified circumstances,  the number
of  directors  shall be fixed  from  time to time  exclusively  by the  Board of
Directors pursuant to a resolution adopted by a majority of the Whole Board.

     (b) The  directors,  other than those who may be elected by the  holders of
any class or series of Preferred  Stock,  shall be divided,  with respect to the
time for which they severally hold office,  into three classes,  as nearly equal
in number as  possible,  with the term of office of the first class to expire at
the first annual meeting of stockholders, the term of office of the second class
to expire at the second annual meeting of  stockholders,  and the term of office
of the third class to expire at the third annual meeting of  stockholders,  with
each  director to hold office  until his or her  successor  shall have been duly
elected and qualified.  Directors  elected at an annual meeting of  stockholders
shall hold office for a term expiring at the third succeeding  annual meeting of
stockholders after their election,  with each director to hold office until such
director's successor shall have been duly elected and qualified.

     (c)  Subject  to the  rights  of the  holders  of any  class or  series  of
Preferred Stock, and unless the Board of Directors otherwise  determines,  newly
created  directorships  resulting from any increase in the authorized  number of
directors  or any  vacancies  in the Board of  Directors  resulting  from death,
resignation,  retirement,  disqualification,  removal from office or other cause
may be filled only by a majority  vote of the directors  then in office,  though
less  than a quorum,  and  directors  so chosen  shall  hold  office  for a term
expiring at the annual  meeting of  stockholders  at which the term of office of
the class to which they have been  elected  expires  and until  such  director's
successor shall have been duly elected and qualified.  No decrease in the number
of authorized  directors  constituting the Whole Board shall shorten the term of
any incumbent director.

     (d) Any director may resign by giving written notice to the Chief Executive
Officer,  the  Secretary or the Board of  Directors.  The  resignation  shall be
effective upon giving such notice,  unless such notice specifies a later time of
the   effectiveness   of  such   resignation.   If  the  resignation   specifies
effectiveness  at a  future  time,  a  successor  may  be  elected  pursuant  to
subsection  (c) of this  Section  to take  office  on the date  the  resignation
becomes effective.

     (e)  Subject  to the  rights  of the  holders  of any  class or  series  of
Preferred  Stock,  any director or the entire Board of Directors  may be removed
from office at any time, but only for cause and only by the affirmative  vote of
the holders of at least 80% of the voting  power of all of the then  outstanding
shares of capital  stock of the  corporation  entitled to vote  generally in the
election of directors (the "Voting Stock"), voting together as a single class.

     SECTION 2. (a) Regular  meetings of the Board of Directors shall be held on
the second Thursday in March,  June,  September and December of each year at the
hour of 9:30  a.m.,  or on such  other  date and at such other hour as the Chief
Executive  Officer shall  designate in the notice of such meeting.  The place of
the meeting shall also be designated in such notice.  Four days' notice  thereof
shall be mailed,  telephoned,  sent via  facsimile  or  electronic  delivery  or
personally delivered to each director.

                                       9
(b) Special  meetings of the Board of Directors shall be called at any time
on the order of the Chief Executive Officer or, in the Chief Executive Officer's
absence,  on the order of a  majority  of the Whole  Board.  Notices  of special
meetings of the Board of Directors,  stating the time,  the place and in general
terms the purpose or purposes thereof,  shall be mailed not later than four days
before  the time  appointed  for the  meeting or shall be  telephoned,  sent via
facsimile or electronic delivery or personally delivered not later than 24 hours
before the time appointed for the meeting.

     (c) Each director shall register such director's  physical  address and, if
applicable, facsimile number and electronic delivery address with the Secretary,
and notices of meetings  mailed,  sent via facsimile or  electronic  delivery or
personally delivered to such address shall be valid notices thereof. An entry of
the service of notice  given in the manner and at the time  provided for in this
Section  shall  be  made in the  minutes  of the  proceedings  of the  Board  of
Directors,  and such entry, if read and approved at a subsequent  meeting of the
Board of Directors, shall be conclusive on the question of service.

     (d) If all the  directors  shall  be  present  at any  directors'  meeting,
however called or noticed,  and sign a written  consent thereto which is entered
on the record of such  meeting,  or if the majority of the directors is present,
and those not  present  sign a written  waiver of notice of such  meeting  (or a
consent to holding the meeting or an approval of the minutes  thereat),  whether
prior to or after the  holding of such  meeting,  which  waiver  (or  consent or
approval)  shall be filed with the Secretary of the  corporation  and entered on
the record of such meeting,  any business may be transacted at such meeting, and
the transaction of such business shall be as valid as if transacted at a meeting
regularly called and noticed.

     (e) Except as provided in subsection  1(c) of this  Article,  a majority of
the Whole Board shall  constitute a quorum for the transaction of business,  and
every act or  decision of a majority  of the  directors  present at a meeting at
which a quorum is present shall be valid as the act of the Board of Directors. A
majority  of the  directors  present  at the time and  place of any  regular  or
special meeting,  although less than a quorum, may adjourn the same from time to
time, or from day to day,  without further notice,  until a quorum shall attend,
and when a quorum shall attend,  any business may be transacted which might have
been  transacted  at the  meeting had the same been held on the day on which the
same was originally appointed or called.

     (f)  Directors  may  participate  in a meeting  of the  Board of  Directors
through the use of conference telephones or similar communications equipment, so
long as all persons participating in such meeting can hear one another.

     (g) Any action of the Board of Directors  may be taken without a meeting if
all members of the Board of Directors shall individually or collectively consent
in writing to such action.  Such written consent or consents shall be filed with
the minutes of the proceedings of the Board of Directors.

     SECTION  3. The Board of  Directors  shall  have full  power and  authority
generally to do and perform,  or cause to be done and  performed,  any and every

                                       10
act which a corporation may lawfully do and perform, including, without limiting
the  generality  of the  foregoing,  the power to borrow  money on behalf of the
corporation and otherwise to incur  indebtedness  on behalf of the  corporation,
and to  authorize  the  execution  of  promissory  notes or other  evidences  of
indebtedness of the corporation,  and to agree to pay interest thereon; to sell,
convey,  alienate,  transfer,  assign, exchange, lease and otherwise dispose of,
mortgage,   pledge,  hypothecate  and  otherwise  encumber  property,  real  and
personal, on behalf of the corporation; and to declare dividends payable in cash
or property in the manner provided by law.

     SECTION 4. Without  limiting the generality of the foregoing,  the Board of
Directors shall have full power and authority to adopt,  authorize,  provide and
carry out employee stock purchase plans for the issue and sale,  through the use
of options or otherwise, of the unissued shares of stock of the corporation,  or
of issued shares of such stock acquired or to be acquired by the corporation, to
employees of the corporation, or to employees of a subsidiary corporation, or to
a trustee on their behalf, and for payment for such shares in installments or at
one time, and for such  consideration as may be fixed by the Board of Directors,
and may  provide  for aiding  any such  employees  in paying for such  shares by
compensation for services or otherwise.

     SECTION 5. The directors shall receive for their services as directors such
compensation  as the Board of  Directors by  resolution  shall from time to time
establish.  Nothing herein contained shall be construed to preclude any director
from serving in any other capacity in the corporation or receiving  compensation
for such service.

     SECTION  6. (a) The  Board of  Directors  shall  annually  elect one of its
members, who may or may not be an officer or employee of the corporation,  to be
Chairman  of the Board,  to hold  office for one year and until a  successor  is
elected  and  qualified.  The Board of  Directors  shall fill any vacancy in the
position  of  Chairman of the Board at such time and in such manner as the Board
of Directors  shall  determine.  The Chairman of the Board shall  preside at all
meetings  of the Board of  Directors  and shall  perform  such other  duties and
services as shall be  assigned  to or  required of the  Chairman by the Board of
Directors.

     (b)  If  the  Chairman  of the  Board  is an  officer  or  employee  of the
corporation,  the  non-management  directors  shall  annually  elect  one of the
non-management  directors,  upon recommendation of the Corporate  Governance and
Nominating  Committee,  to be Lead  Director.  The Lead Director shall provide a
communication  channel  to and among  the  non-management  directors,  chair the
meetings of the Board, work with non-management  directors and management to set
the Board meeting  agendas,  and otherwise assist and advise the Chief Executive
Officer.

     (c) The Board of Directors may annually  elect one of its members,  who may
or may not be an officer or employee of the corporation,  to be Vice Chairman of
the Board of  Directors,  to hold office for one year and until a  successor  is
elected  and  qualified.  The Vice  Chairman  of the  Board of  Directors  shall
exercise  such  powers and perform  such duties of the  Chairman of the Board of
Directors as may be delegated  from time to time by the Chairman of the Board of
Directors  and shall perform such other duties and services as shall be assigned
to or required of the Vice Chairman by the Board of Directors.

                                       11
(d) The  compensation of the Chairman of the Board and of any Vice Chairman
of the Board shall be fixed by the Board of Directors.

     SECTION 7. The Board of Directors,  by resolution  adopted by a majority of
the Whole Board,  may appoint such other  committees as it may from time to time
deem proper and may determine  the number of members,  frequency of meetings and
duties thereof.

                                  ARTICLE III

                                    Officers

     SECTION 1. (a) The officers of the  corporation  shall be a Chief Executive
Officer, a President, one or more Vice Presidents, a Chief Financial Officer and
a Secretary.

     (b) The Board of Directors shall annually elect a Chief Executive  Officer,
a President,  a Chief  Financial  Officer,  one or more Vice  Presidents,  and a
Secretary to hold office for one year and until their respective  successors are
elected and qualified.

     (c) The Board of Directors may at any time also elect one or more Executive
Vice Presidents,  one or more Senior Vice Presidents,  one or more Assistants to
the  President,  one or more  Assistant Vice  Presidents,  a Treasurer,  a chief
accounting  officer,  one or more Assistant  Secretaries,  one or more Assistant
Treasurers,  and such other officers, agents and employees of the corporation as
it may deem proper, and fix the duties of the same.

     (d) Any number of offices may be held by the same person.

     (e) The officers shall be subject to removal by the Board of Directors with
or without  cause.  The Board of Directors may at any time abolish any or all of
such  offices  other than those  offices  whose  existence  is  required by this
Section.

     (f) If an office becomes vacant by reason of death, resignation, removal or
otherwise, the Board of Directors may elect (and shall elect, in the case of the
Chief Executive Officer,  the President,  the Chief Financial  Officer,  and the
Secretary) a successor who shall hold office for the unexpired  term and until a
successor is elected and qualified.

     (g) The compensation of the Chief Executive  Officer,  the President,  each
Executive Vice  President and each Senior Vice  President  shall be fixed by the
Board of Directors.

     (h) The Board of Directors  may  delegate to an officer of the  corporation
the power of appointment and removal,  and the power of fixing the  compensation
and duties, of the officers, agents and employees other than the Chief Executive
Officer,  the  President,  each  Executive  Vice  President and each Senior Vice
President.

     SECTION 2. The Chief Executive  Officer shall be the general manager of the
corporation and shall have general supervision and control over the business and
affairs of the  corporation,  subject to the control of the Board of  Directors.

                                       12
The Chief Executive Officer shall be responsible for the execution of all orders
and  resolutions  of the Board of Directors and shall have the powers and duties
of management usually vested in the chief executive officer of a corporation and
such other  powers and duties as may from time to time be delegated by the Board
of Directors.

     SECTION  3. The  President  shall  report and be  responsible  to the Chief
Executive Officer.  The President shall have such powers and perform such duties
as from time to time may be assigned or delegated to such President by the Board
of  Directors  or the Chief  Executive  Officer or are incident to the office of
President.

     SECTION 4. (a) One or more Vice  Presidents  may be designated as Executive
Vice  President.  Each  Executive  Vice  President  shall be vested with all the
powers and shall  perform all the duties of the President in case of the absence
or  disability  of the  President and shall have such other powers and duties as
may from time to time be delegated by the Board of Directors.

     (b) One or more Vice Presidents may be designated as Senior Vice President.
Each Senior Vice President shall be vested with all the powers and shall perform
all the duties of the  President  in case of the  absence or  disability  of the
President and the Executive  Vice President and shall have such other powers and
duties as may from time to time be delegated by the Board of Directors.

     (c) One or more  officers may be designated  as Vice  President.  Each Vice
President  shall be vested with all the powers and shall  perform all the duties
of the  President in case of the absence or  disability  of the  President,  the
Executive Vice President and the Senior Vice President and shall have such other
powers  and  duties  as may  from  time to time be  delegated  by the  Board  of
Directors.

     (d) If there is more than one  Executive  Vice  President  or  Senior  Vice
President  or Vice  President,  as the case may be, the Board of  Directors  may
determine the order of precedence thereof.

     (e) The duties of a Vice  President  may be performed by an Assistant  Vice
President, and each Assistant Vice President shall be vested with all the powers
of a Vice President.

     SECTION 5. (a) The Chief  Financial  Officer shall have complete  charge of
all  accounting   records  and  procedures  of  the  corporation  and  shall  be
responsible for the  compilation of all financial  statements of the corporation
in accordance with good accounting practices.  Such duties may be performed by a
chief accounting officer if there be such an officer.

     (b) The Chief  Financial  Officer  shall cause to be kept full and accurate
accounts of receipts and disbursements in books to be kept for that purpose. The
Chief Financial  Officer shall receive and deposit,  or cause to be received and
deposited, all moneys and other valuables of the corporation, in the name and to
the credit of the corporation,  in such depositories as may be designated by the
Board of Directors.  The Chief Financial Officer shall disburse,  or cause to be

                                       13
disbursed,  the  funds of the  corporation  as may be  directed  by the Board of
Directors,  taking proper vouchers for such  disbursements.  The Chief Financial
Officer shall render to the Chief Executive  Officer and the Board of Directors,
whenever they may require,  accounts of all transactions performed or authorized
by  such  Chief  Financial  Officer  and  of  the  financial  condition  of  the
corporation. The Chief Financial Officer shall, in general, exercise such powers
and perform such duties as are usually  vested in the office of chief  financial
officer of a corporation, subject to the control of the Board of Directors.

     (c) The  duties of the Chief  Financial  Officer  may be  performed  by the
Treasurer,  and the  Treasurer  shall be vested with all the powers of the Chief
Financial Officer.

     (d) The duties of the Treasurer may be performed by an Assistant Treasurer,
and  each  Assistant  Treasurer  shall be  vested  with  all the  powers  of the
Treasurer.

     SECTION 6. (a) The Secretary  shall keep or cause to be kept the minutes of
all  proceedings  of the  stockholders  and of the  Board of  Directors  and the
committees  thereof in books  provided for that  purpose.  The  Secretary  shall
attend to the giving and serving of notice of all  meetings of the  stockholders
and of the Board of Directors and the committees thereof. The Secretary shall be
the custodian of the corporate seal of the  corporation,  and when so ordered by
the  Board of  Directors  shall  affix  the  seal to  deeds,  bonds,  contracts,
certificates of stock and other obligations and instruments. The Secretary shall
keep and have charge of the minutes of the meetings of the  stockholders  and of
the Board of Directors and the committees  thereof,  the stock transfer book and
the book of stock  certificates  (unless the  corporation  shall have a transfer
agent),  the By-Laws,  and such other books and papers as the Board of Directors
may direct.  The Secretary  shall, in general,  exercise such powers and perform
such duties as are usually  vested in the office of secretary of a  corporation,
subject to the control of the Board of  Directors.  The  Secretary  may execute,
with the Chairman of the Board of Directors,  the Chief Executive  Officer,  the
President or a Vice President,  or such other officers as may be duly authorized
to  exercise  the  duties  ordinarily  exercised  by  the  President  or a  Vice
President,  in the  name  of  the  corporation,  all  deeds,  bonds,  contracts,
certificates of stock and other  obligations  and instruments  authorized by the
Board of Directors to be executed.

     (b) In the  absence or  disability  of the  Secretary,  or the  Secretary's
refusal or neglect to act, any notice  required to be given by the Secretary may
be given or served by the Chief Executive  Officer,  or by any person authorized
by the Chief Executive Officer or by the Board of Directors.

     (c) The duties of the Secretary may be performed by an Assistant Secretary,
and  each  Assistant  Secretary  shall be  vested  with  all the  powers  of the
Secretary.

                                       14
ARTICLE IV

                              Certificates of Stock

     SECTION 1. The Board of Directors may, subject to the provisions of law and
the  Certificate  of  Incorporation,  issue or dispose of shares of stock of the
corporation,  in such  amounts and at such times as shall be  determined  by the
Board of Directors,  and accept in full or part payment  therefor such property,
services or other consideration at such valuations as the Board of Directors may
determine.

     SECTION 2.  Certificates  for shares of stock of the  corporation  shall be
issued  when fully  paid,  and may be issued  prior to full  payment  under such
restrictions as the Board of Directors may deem proper.

     SECTION 3.  Certificates for shares of stock of the corporation shall be in
such form as shall from time to time be approved by the Board of Directors. Such
certificates  shall bear the  signature  (or  facsimile)  of the Chairman of the
Board of  Directors,  the  Chief  Executive  Officer,  the  President  or a Vice
President,  and the  Secretary  or an Assistant  Secretary,  and the seal of the
corporation shall be affixed thereto.

     SECTION 4. No new certificate or warrant shall be issued upon a transfer of
stock or of a warrant  until the former  certificate  or warrant shall have been
surrendered  and  canceled,  except  in the case of lost,  stolen  or  destroyed
certificates  or  warrants  and in that case only after the receipt of a bond by
the  corporation,  satisfactory  to the  Board of  Directors,  indemnifying  the
corporation  and all persons against loss in consequence of the issuance of such
new certificates or warrants.

     SECTION  5.  Shares  of  stock of the  corporation  may be  transferred  by
endorsement of the certificate  representing such shares by the signature of the
owner, such owner's agent, attorney or legal representative, and the delivery of
such certificate to the transferee; but such transfer shall not be valid, except
as between  the  parties  thereto,  until the same is so entered  upon the stock
transfer books of the  corporation,  or of the transfer agent, if any, and until
the old certificate is surrendered and canceled.  The transferee of shares shall
be deemed to have full notice of, and to consent to,  these  By-Laws to the same
extent as if such transferee had signed a written assent thereto.

     SECTION 6. The Board of Directors may make such rules and regulations as it
may  deem  expedient   concerning  the  issue,   transfer  and  registration  of
certificates.  The Board of Directors may appoint a transfer  agent or registrar
of transfers,  or both, and may require all  certificates  to bear the signature
(or facsimile) of either, or both.

     SECTION 7. In order that the  corporation  may determine  the  stockholders
entitled  to  notice  of or to  vote  at  any  meeting  of  stockholders  or any
adjournment  thereof,  or entitled to receive  payment of any  dividend or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any

                                       15
other lawful action,  the Board of Directors may fix, in advance, a record date,
which  shall not be more than  sixty nor less than ten days  before  the date of
such  meeting,  nor more  than  sixty  days  prior  to any  other  action.  Only
stockholders  of record on the date so fixed  shall be entitled to notice of and
to vote at such meeting, to receive such dividend,  distribution or allotment of
rights,  or to exercise  such rights,  as the case may be,  notwithstanding  any
transfer of any shares of stock on the books of the corporation after any record
date  fixed as  aforesaid.  The  Board of  Directors  may close the books of the
corporation  against transfer of shares of stock during the whole or any part of
such period.

                                   ARTICLE V

                                      Seal

The  corporation  shall  have  such  corporate  seal as may from time to time be
adopted by the Board of Directors.

                                   ARTICLE VI

                                   Amendments

     SECTION 1. Subject to the laws of the State of Delaware, the Certificate of
Incorporation, any Preferred Stock Designation and these By-Laws, By-Laws may be
adopted, amended or repealed at any meeting of the stockholders, provided notice
of the proposed change was given in the notice of the meeting.

     SECTION 2. Subject to the laws of the State of Delaware, the Certificate of
Incorporation, any Preferred Stock Designation and these By-Laws, By-Laws may be
adopted, amended or repealed by the Board of Directors at any regular meeting or
any special meeting of the Board of Directors.

     SECTION 3.  Notwithstanding  any other  provision  of these  By-Laws or any
provision of law that might  otherwise  permit a lesser vote or no vote,  but in
addition  to any  affirmative  vote of the  holders of any  particular  class or
series of the Voting Stock required by law, the  Certificate  of  Incorporation,
any Preferred Stock  Designation or these By-Laws,  the affirmative  vote of the
holders of at least 80% of the voting power of all the then  outstanding  shares
of the Voting Stock,  voting  together as a single  class,  shall be required to
amend or repeal, or to adopt any provision inconsistent with, Sections 2, 16 and
17 of Article I, Sections  1(a),  (b), (c) and (e) of Article II, and Article VI
of these By-Laws.

     These Amended and Restated By-Laws were approved by resolution of the Board
of Directors on the 17th day of March, 2005.

                                       16