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): November 16, 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 oblilgation 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))

                                       1

<PAGE>

Item 2.02  Results of Operations and Financial Condition

On November 16, 2004,  Hancock Fabrics,  Inc. issued a press release  announcing
the unaudited  results of its third fiscal  quarter of 2004. A copy of the press
release is furnished as Exhibit 99.1 to this report and is  incorporated  herein
by reference.

The  information  in this report,  including  the exhibit  attached  hereto,  is
furnished  pursuant  to Item 2.02 and shall not be deemed to be "filed"  for the
purposes of Section 18 of the  Securities  Exchange Act of 1934, as amended,  or
otherwise subject to the liabilities of that section.

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
                          November 16, 2004.



                                       2

<PAGE>

                                   SIGNATURES


     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 hereunto 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)

Dated:  November 18, 2004


                                       3

<PAGE>

INDEX TO EXHIBITS


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

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




                                       4

<PAGE>

                                                                    Exhibit 99.1

Hancock Fabrics, Inc.                                      FOR IMMEDIATE RELEASE
Corporate Headquarters                                        November 16, 2004
One Fashion Way
Baldwyn, MS 38824


Released by:      Ellen Kennedy
                  (662) 365-6109



                            HANCOCK FABRICS REPORTS
                           THIRD QUARTER 2004 RESULTS

Hancock Fabrics,  Inc. (NYSE symbol: HKF), today announced the unaudited results
of its third fiscal quarter of 2004.

Sales in the 13 weeks ended October 31, 2004  decreased  2.5% to $109.9  million
from  $112.7  million  in the same  quarter  of  2003.  Comparable  store  sales
decreased 2.6% in the third quarter of 2004. Net earnings were $1.0 million,  or
$.05 per diluted share,  compared with $4.2 million,  or $.23 per diluted share,
in the third quarter a year ago.

Sales in the first 39 weeks of 2004 decreased 3.7% to $304.8 million from $316.4
million  in the same  period of 2003.  The  Company  reported a net loss of $900
thousand, or $.05 per diluted share, compared with net earnings of $9.9 million,
or $.53 per diluted share, in the first nine months of 2003.

In commenting on the results,  Larry G. Kirk, Chief Executive  Officer,  stated,
"Conditions  continued to be very difficult in the textile industry in the third
quarter.  Although  customer  traffic in our stores was off slightly from a year
ago,  our  bigger  issue was a decline  in the  average  sale of 2%. In some key
product categories, we are selling more yardage for less dollars, a deflationary
condition  that impacts  both sales and gross  margin.  Ironically,  because the
governments  Producer Price Index that the Company uses to measure  inflation in
our inventories  spiked up  unexplainably in September after several quarters of
little or no  change,  we were  required  to record a  $750,000  LIFO  charge to
earnings  in the third  quarter.  The result was a negative  swing in EPS from a
year ago of $.04 per share."

<PAGE>

Hancock Fabrics, Inc.                                          Page 2
Press Release                                                  November 16, 2004


"Consumer behavior has been unpredictable at best. Comparable sales increased in
August and October while  September  comps were down sharply,  with only part of
the  decrease   attributable  to  four  hurricanes  in  as  many  weeks  in  our
southeastern and Atlantic Coast markets. Operating expenses decreased $200,000 n
absolute terms,  but the negative sales  leverage,  a lower gross margin and the
unfavorable  LIFO swing  combined to push  earnings well below a year ago," Kirk
said.

"There  were a number of bright  spots in our product  mix  including  quilting,
active  wear,  crafting  fabrics and  embellishments,  home  accents and certain
apparel  groups.  However,  for the  first  time in many  years,  sales  of home
decorating  fabrics declined,  giving us perhaps the most revealing insight into
today's reluctant consumer. Despite the recent results, we believe very strongly
in the growth prospects in home  decorating,  and our commitment to the category
will only increase over time. In any case, we will adapt to changing  conditions
as  necessary  and  spend  most of our  time and  effort  on  utilizing  the new
distribution  facility and store information systems to greater advantage," Kirk
concluded.

During the quarter,  Hancock  opened seven stores and closed seven.  The Company
currently  operates  433 retail  fabric  stores in 42 states,  supplies  various
independent  wholesale customers and operates an internet store under the domain
name, www.hancockfabrics.com.

Hancock Fabrics,  Inc. is a retail and wholesale  merchant of fabric and related
home sewing and decorating accessories.

Comments in this news release that are not historical facts are  forward-looking
statements that involve risks and uncertainties which could cause actual results
to differ  materially from projections.  These risks and uncertainties  include,
but are not limited to, general economic  trends,  changes in consumer demand or
purchase  patterns,  delays or interruptions in the flow of merchandise  between
the  Company's  suppliers  and/or  its  distribution  center and its  stores,  a
disruption  in the  Company's  data  processing  services,  costs and  delays in
acquiring or developing new store sites,  and other  contingencies  discussed in
the Company's Securities and Exchange Commission filings.  Hancock undertakes no
obligation to release revisions to these  forward-looking  statements to reflect
events or  circumstances  after the date hereof or to reflect the  occurrence of
unforeseen  events,  except  as  required  to be  reported  under  the rules and
regulations of the Securities and Exchange Commission.


<PAGE>

Hancock Fabrics, Inc.                                         Page 3
Press Release                                                 November 16, 2004


                                  COMPARATIVE FINANCIAL SUMMARY (unaudited)
                                  (000's omitted, except for per share amounts)

<TABLE>
<S>                             <C>                       <C>                      <C>                      <C>

                                      13 Weeks                  13 Weeks                 39 Weeks                 39 Weeks
                                   October 31, 2004          November 2, 2003         October 31, 2004        November 2, 2003
                                 ----------------------   -----------------------  -----------------------  -----------------------

Sales                             $          109,914       $           112,699      $           304,770      $           316,438

Cost of Goods Sold
  After LIFO Effect                           57,290                    55,274                  156,197                  154,505
                                 ----------------------   -----------------------  -----------------------  -----------------------

  Gross Profit                                52,624                    57,425                  148,573                  161,933

Expenses:
  Selling, G&A                                48,846                    49,022                  143,931                  141,386
  Dep'n/Amort                                  1,923                     1,608                    5,435                    4,645
                                 ----------------------   -----------------------  -----------------------  -----------------------
                                              50,769                    50,630                  149,366                  146,031
                                 ----------------------   -----------------------  -----------------------  -----------------------

Operating Income (Loss)                        1,855                     6,795                     (793)                  15,902

Interest Expense                                 335                       189                      639                      463
Interest Income                                  (14)                       (9)                     (38)                     (43)
                                 ----------------------   -----------------------  -----------------------  -----------------------

Earnings (Loss) Before
  Income Taxes                                 1,534                     6,615                   (1,394)                  15,482


Income Taxes                                     557                     2,401                     (505)                   5,620
                                 ----------------------   -----------------------  -----------------------  -----------------------

Net Earnings (Loss)               $              977      $              4,214     $               (889)    $              9,862
                                 ======================   =======================  =======================  =======================

Earnings (Loss) Per Share*

    Basic                         $             0.05      $               0.24     $              (0.05)    $               0.56
                                 ======================   =======================  =======================  =======================

    Diluted                       $             0.05      $               0.23     $              (0.05)    $               0.53
                                 ======================   =======================  =======================  =======================


Average Shares
  Outstanding (000's)

    Basic                                     18,246                    17,673                   18,149                   17,659

    Diluted                                   18,624                    18,560                   18,149                   18,509

LIFO Charge (Credit)
  Included in
  Cost of Goods Sold             $               750      $               (300)    $                550     $               (500)

</TABLE>

*  Per share amounts are based on the average shares outstanding during each
   quarter and may not add to the year-to-date amount.

<PAGE>

Hancock Fabrics, Inc.                                         Page 4
Press Release                                                 November 16, 2004
                           CONSOLIDATED BALANCE SHEET
                                 (in thousands)
<TABLE>
<S>                                                                <C>                      <C>

                                                                       October 31,             November 2,
                                                                           2004                    2003
                                                                   -------------------     -------------------
ASSETS:
Current assets:
    Cash and cash equivalents                                      $            4,616       $         4,679
    Inventories                                                               163,874               151,895
    Other current assets                                                        6,569                 3,987
                                                                   -------------------     ------------------

       Total current assets                                                   175,059               160,561

Property and equipment, at depreciated cost                                    70,998                49,499
Pension payment in excess of required contribution                             14,261                16,660
Other assets                                                                   11,940                12,613
                                                                   -------------------     ------------------

                                                                   $          272,258       $       239,333
                                                                   ===================     ==================


LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
    Accounts payable and other liabilities                         $           64,540       $        57,291
    Income taxes                                                                4,579                 7,007
                                                                   -------------------     ------------------

       Total current liabilities                                               69,119                64,298

Long-term debt obligations                                                     44,000                23,000
Postretirement benefits other than pensions                                    22,655                22,292
Other noncurrent liabilities                                                    9,152                 5,419
Shareholders' equity                                                          127,332               124,324
                                                                   -------------------     ------------------

                                                                   $          272,258      $        239,333
                                                                   ===================     ===================
</TABLE>

Released at 4:00 P.M.
Tupelo, MS
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{"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": "041153964"}, "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): November 16, 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 oblilgation 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))

                                       1
Item 2.02  Results of Operations and Financial Condition

On November 16, 2004,  Hancock Fabrics,  Inc. issued a press release  announcing
the unaudited  results of its third fiscal  quarter of 2004. A copy of the press
release is furnished as Exhibit 99.1 to this report and is  incorporated  herein
by reference.

The  information  in this report,  including  the exhibit  attached  hereto,  is
furnished  pursuant  to Item 2.02 and shall not be deemed to be "filed"  for the
purposes of Section 18 of the  Securities  Exchange Act of 1934, as amended,  or
otherwise subject to the liabilities of that section.

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
                          November 16, 2004.

                                       2
SIGNATURES

     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 hereunto 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)

Dated:  November 18, 2004

                                       3
INDEX TO EXHIBITS

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

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

                                       4
Exhibit 99.1

Hancock Fabrics, Inc.                                      FOR IMMEDIATE RELEASE
Corporate Headquarters                                        November 16, 2004
One Fashion Way
Baldwyn, MS 38824

Released by:      Ellen Kennedy
                  (662) 365-6109

                            HANCOCK FABRICS REPORTS
                           THIRD QUARTER 2004 RESULTS

Hancock Fabrics,  Inc. (NYSE symbol: HKF), today announced the unaudited results
of its third fiscal quarter of 2004.

Sales in the 13 weeks ended October 31, 2004  decreased  2.5% to $109.9  million
from  $112.7  million  in the same  quarter  of  2003.  Comparable  store  sales
decreased 2.6% in the third quarter of 2004. Net earnings were $1.0 million,  or
$.05 per diluted share,  compared with $4.2 million,  or $.23 per diluted share,
in the third quarter a year ago.

Sales in the first 39 weeks of 2004 decreased 3.7% to $304.8 million from $316.4
million  in the same  period of 2003.  The  Company  reported a net loss of $900
thousand, or $.05 per diluted share, compared with net earnings of $9.9 million,
or $.53 per diluted share, in the first nine months of 2003.

In commenting on the results,  Larry G. Kirk, Chief Executive  Officer,  stated,
"Conditions  continued to be very difficult in the textile industry in the third
quarter.  Although  customer  traffic in our stores was off slightly from a year
ago,  our  bigger  issue was a decline  in the  average  sale of 2%. In some key
product categories, we are selling more yardage for less dollars, a deflationary
condition  that impacts  both sales and gross  margin.  Ironically,  because the
governments  Producer Price Index that the Company uses to measure  inflation in
our inventories  spiked up  unexplainably in September after several quarters of
little or no  change,  we were  required  to record a  $750,000  LIFO  charge to
earnings  in the third  quarter.  The result was a negative  swing in EPS from a
year ago of $.04 per share."
Hancock Fabrics, Inc.                                          Page 2
Press Release                                                  November 16, 2004

"Consumer behavior has been unpredictable at best. Comparable sales increased in
August and October while  September  comps were down sharply,  with only part of
the  decrease   attributable  to  four  hurricanes  in  as  many  weeks  in  our
southeastern and Atlantic Coast markets. Operating expenses decreased $200,000 n
absolute terms,  but the negative sales  leverage,  a lower gross margin and the
unfavorable  LIFO swing  combined to push  earnings well below a year ago," Kirk
said.

"There  were a number of bright  spots in our product  mix  including  quilting,
active  wear,  crafting  fabrics and  embellishments,  home  accents and certain
apparel  groups.  However,  for the  first  time in many  years,  sales  of home
decorating  fabrics declined,  giving us perhaps the most revealing insight into
today's reluctant consumer. Despite the recent results, we believe very strongly
in the growth prospects in home  decorating,  and our commitment to the category
will only increase over time. In any case, we will adapt to changing  conditions
as  necessary  and  spend  most of our  time and  effort  on  utilizing  the new
distribution  facility and store information systems to greater advantage," Kirk
concluded.

During the quarter,  Hancock  opened seven stores and closed seven.  The Company
currently  operates  433 retail  fabric  stores in 42 states,  supplies  various
independent  wholesale customers and operates an internet store under the domain
name, www.hancockfabrics.com.

Hancock Fabrics,  Inc. is a retail and wholesale  merchant of fabric and related
home sewing and decorating accessories.

Comments in this news release that are not historical facts are  forward-looking
statements that involve risks and uncertainties which could cause actual results
to differ  materially from projections.  These risks and uncertainties  include,
but are not limited to, general economic  trends,  changes in consumer demand or
purchase  patterns,  delays or interruptions in the flow of merchandise  between
the  Company's  suppliers  and/or  its  distribution  center and its  stores,  a
disruption  in the  Company's  data  processing  services,  costs and  delays in
acquiring or developing new store sites,  and other  contingencies  discussed in
the Company's Securities and Exchange Commission filings.  Hancock undertakes no
obligation to release revisions to these  forward-looking  statements to reflect
events or  circumstances  after the date hereof or to reflect the  occurrence of
unforeseen  events,  except  as  required  to be  reported  under  the rules and
regulations of the Securities and Exchange Commission.
Hancock Fabrics, Inc.                                         Page 3
Press Release                                                 November 16, 2004

                                  COMPARATIVE FINANCIAL SUMMARY (unaudited)
                                  (000's omitted, except for per share amounts)
13 Weeks                  13 Weeks                 39 Weeks                 39 Weeks
                                   October 31, 2004          November 2, 2003         October 31, 2004        November 2, 2003
                                 ----------------------   -----------------------  -----------------------  -----------------------

Sales                             $          109,914       $           112,699      $           304,770      $           316,438

Cost of Goods Sold
  After LIFO Effect                           57,290                    55,274                  156,197                  154,505
                                 ----------------------   -----------------------  -----------------------  -----------------------

  Gross Profit                                52,624                    57,425                  148,573                  161,933

Expenses:
  Selling, G&A                                48,846                    49,022                  143,931                  141,386
  Dep'n/Amort                                  1,923                     1,608                    5,435                    4,645
                                 ----------------------   -----------------------  -----------------------  -----------------------
                                              50,769                    50,630                  149,366                  146,031
                                 ----------------------   -----------------------  -----------------------  -----------------------

Operating Income (Loss)                        1,855                     6,795                     (793)                  15,902

Interest Expense                                 335                       189                      639                      463
Interest Income                                  (14)                       (9)                     (38)                     (43)
                                 ----------------------   -----------------------  -----------------------  -----------------------

Earnings (Loss) Before
  Income Taxes                                 1,534                     6,615                   (1,394)                  15,482

Income Taxes                                     557                     2,401                     (505)                   5,620
                                 ----------------------   -----------------------  -----------------------  -----------------------

Net Earnings (Loss)               $              977      $              4,214     $               (889)    $              9,862
                                 ======================   =======================  =======================  =======================

Earnings (Loss) Per Share*

    Basic                         $             0.05      $               0.24     $              (0.05)    $               0.56
                                 ======================   =======================  =======================  =======================

    Diluted                       $             0.05      $               0.23     $              (0.05)    $               0.53
                                 ======================   =======================  =======================  =======================

Average Shares
  Outstanding (000's)

    Basic                                     18,246                    17,673                   18,149                   17,659

    Diluted                                   18,624                    18,560                   18,149                   18,509

LIFO Charge (Credit)
  Included in
  Cost of Goods Sold             $               750      $               (300)    $                550     $               (500)
*  Per share amounts are based on the average shares outstanding during each
   quarter and may not add to the year-to-date amount.
Hancock Fabrics, Inc.                                         Page 4
Press Release                                                 November 16, 2004
                           CONSOLIDATED BALANCE SHEET
                                 (in thousands)
October 31,             November 2,
                                                                           2004                    2003
                                                                   -------------------     -------------------
ASSETS:
Current assets:
    Cash and cash equivalents                                      $            4,616       $         4,679
    Inventories                                                               163,874               151,895
    Other current assets                                                        6,569                 3,987
                                                                   -------------------     ------------------

       Total current assets                                                   175,059               160,561

Property and equipment, at depreciated cost                                    70,998                49,499
Pension payment in excess of required contribution                             14,261                16,660
Other assets                                                                   11,940                12,613
                                                                   -------------------     ------------------

                                                                   $          272,258       $       239,333
                                                                   ===================     ==================

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
    Accounts payable and other liabilities                         $           64,540       $        57,291
    Income taxes                                                                4,579                 7,007
                                                                   -------------------     ------------------

       Total current liabilities                                               69,119                64,298

Long-term debt obligations                                                     44,000                23,000
Postretirement benefits other than pensions                                    22,655                22,292
Other noncurrent liabilities                                                    9,152                 5,419
Shareholders' equity                                                          127,332               124,324
                                                                   -------------------     ------------------

                                                                   $          272,258      $        239,333
                                                                   ===================     ===================
Released at 4:00 P.M.
Tupelo, MS