EX-4.3 SPECIMEN STOCK CERTIFICATE





EXHIBIT 4.3





	COMMON STOCK
$.01 PAR VALUE
THIS
CERTIFICATE IS
TRANSFERABLE IN
JERSEY CITY. N.J.
OR IN NEW YORK.
N.Y.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR CERTAIN DEFINITIONS
cusip 409900 10
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF



	Hancock fabrics,inc.,a delaware corporation herein after referred to as the corporation tranferable on the books of the corporation in person or by duely authorised
attorney upon surrender of this certificater properly endorsed. this certificate is not valid. unless countersigned by the transfer agent and registered by
the registrar.
witness the fascimile real of the corporation and the fascimile signatures of its duley authorised officers.
COUNTERSIGNED AND REGISTERED:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(Jersey City, NJ) TRANSFER AGENT
AND REGISTRAR BY
AUTHORSZED SIGNATURE SECRETARY CHAIRMAN OF THE BOARD



 








 




THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN
A RIGHTS AGREEMENT BETWEEN HANCOCK FABRICS, INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
DATED AS OF MARCH 23, 1987 AND AS AMENDED AND RESTATED MOST RECENTLY
ON MARCH 4, 2001 (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY
OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF HANCOCK FABRICS, INC. UNDER CERTAIN
CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE
CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE HANCOCK FABRICS, INC. WILL
MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER
RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, RIGHTS ISSUED TO ACQUIRING
PERSONS OR ASSOCIATES OR AFFILIATES THEREOF (AS DEFINED IN THE RIGHTS AGREEMENT) MAY BECOME NULL
AND VOID.


HANCOCK FABRICS, INC.


The Corporation will furnish without charge to each stockholder who so requests a copy of the
powers, designations, preferences and relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.


     The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according
to applicable laws or
regulations:


	 	 	 	 	 
	TEN COM	 	 – as tenants in common
	 	UNIF GIFT MIN ACT–Uniform Gifts to Minors Act
	TEN ENT	 	 – as tenants by the entireties
	 	UNIF TRAN MIN ACT–Uniform Transfers to Minors Act
	JT TEN	 	– as joint tenants with right of
survivorship and not as tenants
in common
	 	CUST-Custodian





Additional abbreviations may also be used though not in the above list.


For Value Received,    
                           
                 
                 
                 hereby sell, assign
and transfer unto





PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE





 









	 	 	 
	 
	 	 	 
	 	 	Shares
	 
	 	 
	of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and
appoint
	 	 	 
	 	 	Attorney
	 
	 	 
	to transfer such stock on the Books of the within-named Corporation with full power of
substitution in the premises.




Dated                                        


	 	 	 	 	 
	 	 	 	 	 
	 	 	NOTICE:	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.





	 	 	 	 	 
	 	 	SIGNATURE(S) GUARANTEED:	 	 
	 	 	 	 	 
	 	 	 	 	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.