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): April 25, 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.  Entry Into Material Definitive Agreement

On April 25, 2005,  James A. Austin resigned as the Chief  Operating  Officer of
Hancock  Fabrics,  Inc. (the  "Company").  The three  officers  responsible  for
merchandising,  marketing and store operations,  who previously  reported to Mr.
Austin, now report to Jane F. Aggers, the Company's Chief Executive Officer.

In connection with such resignation,  the Company and Mr. Austin entered into an
agreement (the "Agreement").  Pursuant to the terms of the Agreement,  which was
effective as of April 25, 2005 (the "Effective  Date"),  Mr. Austin  voluntarily
resigned as the Company's  Chief Operating  Officer.  Beginning on the Effective
Date, Mr. Austin will be placed on paid separation  leave of at least three, but
no more than six, months,  during which time he will receive his regular salary.
During this period,  the Company also will maintain his medical  insurance,  his
unvested restricted stock will continue to vest, and his stock options otherwise
exercisable  will remain  exercisable.  The Company shall transfer to Mr. Austin
title to the automobile  previously  supplied to him by the Company.  Mr. Austin
released  the Company and its  affiliates  from any claims and waived all rights
arising  out of his  employment  with  or  resignation  from  the  Company.  The
Agreement also contained certain  confidentiality,  non-competition  and related
other provisions for the benefit of the Company.

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

See  Item  1.01 of this  Current  Report  on Form 8-K for a  description  of the
resignation of James A. Austin as the Company's Chief Operating Officer.

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
                     April 25, 2005







                                       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)



Date:    April 29, 2005







                                       3
<PAGE>


                                INDEX TO EXHIBITS


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

     99.1        Press release issued by Hancock Fabrics, Inc., dated
                 April 25, 2005










<PAGE>

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE

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

April 25, 2005

Released by:      Ellen Kennedy
                  (662) 365 6109


    HANCOCK FABRICS ANNOUNCES THE RESIGNATION OF ITS CHIEF OPERATING OFFICER

Hancock Fabrics,  Inc. (NYSE symbol:  HKF), today announced that James A. Austin
has resigned as the  Company's  Executive  Vice  President  and Chief  Operating
Officer. The three officers  responsible for merchandising,  marketing and store
operations,  who previously  reported to Mr. Austin,  will now report to Jane F.
Aggers, Chief Executive Officer.

"We appreciate  Jamie's  contribution and service during his tenure with Hancock
Fabrics and wish him success with his future endeavors," said Ms. Aggers.

Hancock Fabrics,  Inc. is a specialty retailer of fabric and related home sewing
and decorating accessories.  The Company operates 447 retail fabric stores in 42
states   and    operates   an   internet    store   under   the   domain   name,
www.hancockfabrics.com.
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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": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09482", "film-number": "05785680"}, "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): April 25, 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.  Entry Into Material Definitive Agreement

On April 25, 2005,  James A. Austin resigned as the Chief  Operating  Officer of
Hancock  Fabrics,  Inc. (the  "Company").  The three  officers  responsible  for
merchandising,  marketing and store operations,  who previously  reported to Mr.
Austin, now report to Jane F. Aggers, the Company's Chief Executive Officer.

In connection with such resignation,  the Company and Mr. Austin entered into an
agreement (the "Agreement").  Pursuant to the terms of the Agreement,  which was
effective as of April 25, 2005 (the "Effective  Date"),  Mr. Austin  voluntarily
resigned as the Company's  Chief Operating  Officer.  Beginning on the Effective
Date, Mr. Austin will be placed on paid separation  leave of at least three, but
no more than six, months,  during which time he will receive his regular salary.
During this period,  the Company also will maintain his medical  insurance,  his
unvested restricted stock will continue to vest, and his stock options otherwise
exercisable  will remain  exercisable.  The Company shall transfer to Mr. Austin
title to the automobile  previously  supplied to him by the Company.  Mr. Austin
released  the Company and its  affiliates  from any claims and waived all rights
arising  out of his  employment  with  or  resignation  from  the  Company.  The
Agreement also contained certain  confidentiality,  non-competition  and related
other provisions for the benefit of the Company.

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

See  Item  1.01 of this  Current  Report  on Form 8-K for a  description  of the
resignation of James A. Austin as the Company's Chief Operating Officer.

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
                     April 25, 2005

                                       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)

Date:    April 29, 2005

                                       3
INDEX TO EXHIBITS

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

     99.1        Press release issued by Hancock Fabrics, Inc., dated
                 April 25, 2005
EXHIBIT 99.1

FOR IMMEDIATE RELEASE

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

April 25, 2005

Released by:      Ellen Kennedy
                  (662) 365 6109

    HANCOCK FABRICS ANNOUNCES THE RESIGNATION OF ITS CHIEF OPERATING OFFICER

Hancock Fabrics,  Inc. (NYSE symbol:  HKF), today announced that James A. Austin
has resigned as the  Company's  Executive  Vice  President  and Chief  Operating
Officer. The three officers  responsible for merchandising,  marketing and store
operations,  who previously  reported to Mr. Austin,  will now report to Jane F.
Aggers, Chief Executive Officer.

"We appreciate  Jamie's  contribution and service during his tenure with Hancock
Fabrics and wish him success with his future endeavors," said Ms. Aggers.

Hancock Fabrics,  Inc. is a specialty retailer of fabric and related home sewing
and decorating accessories.  The Company operates 447 retail fabric stores in 42
states   and    operates   an   internet    store   under   the   domain   name,
www.hancockfabrics.com.