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

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

                                    FORM 8-K

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

       Date of report (Date of earliest event reported): December 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 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 December 16, 2004,  Hancock Fabrics,  Inc. (the "Company")  entered into
the Third Amendment to the Credit  Agreement with Union Planters Bank,  National
Association  and  BancorpSouth  Bank  and the  Second  Amendment  to the  Credit
Agreement with Southtrust Bank.  Combined,  these two credit  agreements make up
the  Company's  $50  million  revolving  credit  agreement.  The  purpose of the
amendments was to modify the fixed charge  coverage  ratio covenant  required in
the  original  agreements.  The  Company  is not  currently  in  default of this
covenant in the original agreements;  however, management believed that it would
be prudent to amend the agreements to allow greater flexibility. At December 16,
2004 there was $28 million outstanding under these agreements.

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

    (c)      Exhibits:

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

       10.1      Second Amendment to Credit Agreement between the Registrant and
                 Southtrust Bank, dated December 16, 2004

       10.2      Third Amendment to Credit Agreement between the Registrant,
                 Union Planters Bank, National Association and BancorpSouth
                 Bank, dated December 16, 2004


                                    SIGNATURE

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


                                    HANCOCK FABRICS, INC.
                                    (Registrant)

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



Date:  December 21, 2004



                                       2
<PAGE>

                                INDEX TO EXHIBITS


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

     10.1        Second Amendment to Credit Agreement between the Registrant and
                 Southtrust Bank, dated December 16, 2004

     10.2        Third Amendment to Credit Agreement between the Registrant,
                 Union Planters Bank, National Association and BancorpSouth
                 Bank, dated December 16, 2004
[{"type": "8-K", "sequence": "1", "filename": "hancock8k122104.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 4508}]
{"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": "041216051"}, "business-address": {"street1": "3406 W MAIN ST", "city": "TUPELO", "state": "MS", "zip": "38803", "phone": "6018422834"}, "mail-address": {"street1": "P O BOX 2400", "city": "TUPELO", "state": "MS", "zip": "38803-2400"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

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

       Date of report (Date of earliest event reported): December 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 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 December 16, 2004,  Hancock Fabrics,  Inc. (the "Company")  entered into
the Third Amendment to the Credit  Agreement with Union Planters Bank,  National
Association  and  BancorpSouth  Bank  and the  Second  Amendment  to the  Credit
Agreement with Southtrust Bank.  Combined,  these two credit  agreements make up
the  Company's  $50  million  revolving  credit  agreement.  The  purpose of the
amendments was to modify the fixed charge  coverage  ratio covenant  required in
the  original  agreements.  The  Company  is not  currently  in  default of this
covenant in the original agreements;  however, management believed that it would
be prudent to amend the agreements to allow greater flexibility. At December 16,
2004 there was $28 million outstanding under these agreements.

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

    (c)      Exhibits:

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

       10.1      Second Amendment to Credit Agreement between the Registrant and
                 Southtrust Bank, dated December 16, 2004

       10.2      Third Amendment to Credit Agreement between the Registrant,
                 Union Planters Bank, National Association and BancorpSouth
                 Bank, dated December 16, 2004

                                    SIGNATURE

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

                                    HANCOCK FABRICS, INC.
                                    (Registrant)

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

Date:  December 21, 2004

                                       2
INDEX TO EXHIBITS

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

     10.1        Second Amendment to Credit Agreement between the Registrant and
                 Southtrust Bank, dated December 16, 2004

     10.2        Third Amendment to Credit Agreement between the Registrant,
                 Union Planters Bank, National Association and BancorpSouth
                 Bank, dated December 16, 2004