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): October 19, 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

<PAGE>



Item 8.01.   Other Events.

     See the attached  press release in which the  Company's  Chairman and Chief
Executive Officer,  age 57, announced his plan to retire not later than his 60th
birthday,  and the Company's  Board of Directors  marked the  commencement  of a
search for his successor.




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 October 19, 2004










                                       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

                                              Senior Vice President and
                                               Chief Financial Officer
                                              (Principal Financial and
                                                 Accounting Officer)

October 19, 2004









                                       3
<PAGE>


                                INDEX TO EXHIBITS


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

     99.1        Press release issued by Hancock Fabrics, Inc., dated
                 October 19, 2004





















                                       4
<PAGE>

                                                                    Exhibit 99.1


Hancock Fabrics, Inc.                                      FOR IMMEDIATE RELEASE
Corporate Headquarters
One Fashion Way
Baldwyn, MS  38824                                         October 19, 2004


Released by:    Ellen Kennedy
                (662) 365-6109


                         KIRK TO LEAVE HANCOCK FABRICS;
                    BOARD COMMENCES SEARCH FOR CEO SUCCESSOR

After 33 years with Hancock Fabrics, Inc. (NYSE Symbol: HKF), Chairman and Chief
Executive  Officer,  Larry G. Kirk, 57, announced today that he will retire from
active involvement with the Company not later than his 60th birthday in October,
2006.

Hancock's  Board of Directors  will  commence a search for Kirk's  successor and
will consider both internal and external  candidates to succeed as the Company's
CEO.

In  commenting  on the  announcement,  Kirk said,  "I informed  the Board at the
regular  meeting  in June  that I did not wish to extend  my  commitment  to the
Company  past the age of 60. In our annual  succession  review that  followed in
September,  plans were  formalized  for an orderly  succession  process with the
knowledge  that a thoughtful  and  deliberate  search  could  require some time.
Today's announcement is the necessary first step in that process."

"In my eight years as CEO, there were a number of key  objectives  that I wanted
to accomplish,  the last of which is a successful  transition of  leadership.  I
will  assist  the  Board in any way that I'm  asked in the  succession  process.
During that time, my duty and responsibility to the Company will not change, and
I intend to be fully engaged in the business of Hancock Fabrics," Kirk said.

"I appreciate  the  opportunity  that I've had to lead Hancock  Fabrics during a
period  of  unprecedented  change  in  fabric  retailing,  and  I  treasure  the
relationship that I've had with the very special people of this Company. Until a
new CEO is selected and in place,  I pledge to them and to our  stakeholders  my
total commitment to Hancock Fabrics," Kirk concluded.









                                       5
<PAGE>



Hancock Fabrics,  Inc. is a retail and wholesale  merchant of fabric and related
home sewing and decorating  accessories.  The Company operates 432 retail fabric
stores in 42  states,  supplies  various  independent  wholesale  customers  and
operates an internet store under the domain name, www.hancockfabrics.com.


Released at 3:30 p.m.
Baldwyn, MS










                                       6
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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): October 19, 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
Item 8.01.   Other Events.

     See the attached  press release in which the  Company's  Chairman and Chief
Executive Officer,  age 57, announced his plan to retire not later than his 60th
birthday,  and the Company's  Board of Directors  marked the  commencement  of a
search for his successor.

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 October 19, 2004

                                       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

                                              Senior Vice President and
                                               Chief Financial Officer
                                              (Principal Financial and
                                                 Accounting Officer)

October 19, 2004

                                       3
INDEX TO EXHIBITS

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

     99.1        Press release issued by Hancock Fabrics, Inc., dated
                 October 19, 2004

                                       4
Exhibit 99.1

Hancock Fabrics, Inc.                                      FOR IMMEDIATE RELEASE
Corporate Headquarters
One Fashion Way
Baldwyn, MS  38824                                         October 19, 2004

Released by:    Ellen Kennedy
                (662) 365-6109

                         KIRK TO LEAVE HANCOCK FABRICS;
                    BOARD COMMENCES SEARCH FOR CEO SUCCESSOR

After 33 years with Hancock Fabrics, Inc. (NYSE Symbol: HKF), Chairman and Chief
Executive  Officer,  Larry G. Kirk, 57, announced today that he will retire from
active involvement with the Company not later than his 60th birthday in October,
2006.

Hancock's  Board of Directors  will  commence a search for Kirk's  successor and
will consider both internal and external  candidates to succeed as the Company's
CEO.

In  commenting  on the  announcement,  Kirk said,  "I informed  the Board at the
regular  meeting  in June  that I did not wish to extend  my  commitment  to the
Company  past the age of 60. In our annual  succession  review that  followed in
September,  plans were  formalized  for an orderly  succession  process with the
knowledge  that a thoughtful  and  deliberate  search  could  require some time.
Today's announcement is the necessary first step in that process."

"In my eight years as CEO, there were a number of key  objectives  that I wanted
to accomplish,  the last of which is a successful  transition of  leadership.  I
will  assist  the  Board in any way that I'm  asked in the  succession  process.
During that time, my duty and responsibility to the Company will not change, and
I intend to be fully engaged in the business of Hancock Fabrics," Kirk said.

"I appreciate  the  opportunity  that I've had to lead Hancock  Fabrics during a
period  of  unprecedented  change  in  fabric  retailing,  and  I  treasure  the
relationship that I've had with the very special people of this Company. Until a
new CEO is selected and in place,  I pledge to them and to our  stakeholders  my
total commitment to Hancock Fabrics," Kirk concluded.

                                       5
Hancock Fabrics,  Inc. is a retail and wholesale  merchant of fabric and related
home sewing and decorating  accessories.  The Company operates 432 retail fabric
stores in 42  states,  supplies  various  independent  wholesale  customers  and
operates an internet store under the domain name, www.hancockfabrics.com.

Released at 3:30 p.m.
Baldwyn, MS

                                       6