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

                                    FORM 10-Q

          [X] Quarterly Report Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

                 For the quarterly period ended October 29, 2005

                                       OR

          [ ] Transition Report Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

            For the transition period from_____________to___________.

                         Commission File Number 1 - 9482

                              HANCOCK FABRICS, INC.
             (Exact name of registrant as specified in its charter)

            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

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

As of  October  29,  2005,  the  registrant  had  outstanding  an  aggregate  of
19,140,293 shares of common stock, $.01 par value.

<PAGE>

<TABLE>
<S>                                                                                            <C>
INDEX

Part I.  Financial Information:
                                                                                               Page Numbers
  Item 1.  Financial Statements (unaudited)

    Consolidated Balance Sheets as of October 29, 2005 and January 30, 2005                         3

    Consolidated Statements of Operations for the Thirteen Weeks and Thirty-nine
      Weeks Ended October 29, 2005 and October 31, 2004                                             4

    Consolidated Statements of Cash Flows for the Thirty-nine
      Weeks Ended October 29, 2005 and October 31, 2004                                             5

    Consolidated Statement of Shareholders' Equity for the Thirty-nine Weeks
       Ended October 29, 2005                                                                       6

    Notes to Consolidated Financial Statements                                                    7 - 10

  Item 2.  Management's Discussion and Analysis of Financial Condition
    and Results of Operations                                                                    10 - 14

  Item 3.  Quantitative and Qualitative Disclosures about Market Risks                             15

  Item 4.  Controls and Procedures                                                                 15

Part II.  Other Information:

  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                             16

  Item 6.  Exhibits                                                                                16

Signature                                                                                          17
</TABLE>


                                       2

<PAGE>

  PART I. FINANCIAL INFORMATION
  ITEM 1. FINANCIAL STATEMENTS
  HANCOCK FABRICS, INC.
  CONSOLIDATED BALANCE SHEETS
  (unaudited)
<TABLE>
<S>                                                                  <C>               <C>
  ---------------------------------------------------------------------------------------------------
                                                                       October 29      January 30,
  (in thousands, except for share and per share amounts)                  2005            2005
  ---------------------------------------------------------------------------------------------------
  Assets
  Current assets:
            Cash and cash equivalents                                $     3,996       $    3,794
            Receivables, less allowance for doubtful accounts              1,578              870
            Inventories                                                  178,549          155,857
            Income taxes refundable                                        6,239                -
            Prepaid expenses                                               2,473            2,115
  ---------------------------------------------------------------------------------------------------
            Total current assets                                         192,835          162,636

  Property and equipment, at depreciated cost                             68,307           71,261
  Deferred tax assets                                                      4,154            4,157
  Pension payment in excess of required contribution                      12,798           13,961
  Goodwill                                                                 4,480            4,480
  Other assets                                                             3,855            3,030
  ---------------------------------------------------------------------------------------------------
            Total assets                                             $   286,429       $  259,525
  ===================================================================================================

  Liabilities and Shareholders' Equity
  Current liabilities:
            Accounts payable                                         $    49,856       $   41,681
            Accrued liabilities                                           19,876           20,044
            Deferred tax liabilities                                       4,666            4,192
            Income taxes                                                       -              463
  ---------------------------------------------------------------------------------------------------
            Total current liabilities                                     74,398           66,380

  Long-term debt obligations                                              61,977           31,000
  Lease financing obligation                                               1,733                -
  Postretirement benefits other than pensions                             22,934           22,661
  Reserve for store closings                                                 390              483
  Other liabilities                                                       10,025           10,435
  ---------------------------------------------------------------------------------------------------
            Total liabilities                                            171,457          130,959
  ---------------------------------------------------------------------------------------------------

  Commitments and contingencies
  ---------------------------------------------------------------------------------------------------

  Shareholders' equity:
            Common stock, $.01 par value; 80,000,000 shares
            authorized; 32,371,722 and 32,328,133 issued and
            outstanding, respectively                                        324              323
            Additional paid-in capital                                    75,461           75,524
            Retained earnings                                            196,387          211,032
            Treasury stock, at cost, 13,231,429 and 13,127,250
               shares held, respectively                                (153,365)        (152,729)
            Deferred compensation on restricted stock incentive plan      (3,835)          (5,584)
  ---------------------------------------------------------------------------------------------------
            Total shareholders' equity                                   114,972          128,566
  ---------------------------------------------------------------------------------------------------
            Total liabilities and shareholders' equity               $   286,429       $  259,525
  ===================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       3

<PAGE>



<TABLE>
<S>                                                                  <C>                 <C>               <C>          <C>
HANCOCK FABRICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

------------------------------------------------------------------------------------------------------------------------------------
                                                                         Thirteen Weeks Ended             Thirty-nine Weeks Ended
                                                                    October 29,        October 31,     October 29,       October 31,
(in thousands, except per share amounts)                               2005               2004            2005               2004
------------------------------------------------------------------------------------------------------------------------------------

Sales                                                                $    103,869        $    109,914      $   284,953  $   304,770
Cost of goods sold (1)                                                     54,532              57,290          148,344      156,197
------------------------------------------------------------------------------------------------------ -----------------------------

          Gross profit                                                     49,337              52,624          136,609      148,573

Selling, general and administrative expense                                50,085              48,846          145,531      143,931
Depreciation and amortization                                               2,209               1,923            6,634        5,435
------------------------------------------------------------------------------------------------------------------------------------

          Operating income (loss)                                          (2,957)              1,855          (15,556)        (793)

 Interest expense, net                                                        975                 321            2,007          601
------------------------------------------------------------------------------------------------------------------------------------

Income (loss) before income tax benefit                                    (3,932)              1,534          (17,563)      (1,394)
Income taxes                                                               (1,427)                557           (6,375)        (505)
------------------------------------------------------------------------------------------------------------------------------------

Net income (loss) and comprehensive income (loss)                    $     (2,505)       $        977      $   (11,188) $      (889)
====================================================================================================================================

Income (loss) per share
          Basic                                                      $      (.14)        $        .05      $      (.61) $      (.05)
          Basic and Diluted                                          $      (.14)        $        .05      $      (.61) $      (.05)
====================================================================================================================================

Weighted average shares outstanding
          Basic                                                           18,516               18,246           18,429       18,149
          Basic and Diluted                                               18,516               18,624           18,429       18,149
====================================================================================================================================

Dividends per share                                                  $       .06         $        .12      $       .18  $       .36
====================================================================================================================================
</TABLE>

(1)  Excluding depreciation and amortization
See accompanying notes to consolidated financial statements.


                                       4

<PAGE>

<TABLE>
<S>                                                                     <C>             <C>
Hancock Fabrics, Inc.
Consolidated Statements of Cash Flows
(unaudited)
-----------------------------------------------------------------------------------------------------
(in thousands)
                                                                          Thirty-nine Weeks Ended
                                                                         October 29,    October 31,
                                                                            2005           2004
-----------------------------------------------------------------------------------------------------
Cash flows from operating activities:
         Net loss and comprehensive loss                                $    (11,188)   $    (889)
         Adjustments to reconcile net loss to cash
           flows used in operating activities
                   Depreciation and amortization                               6,634        5,435
                   LIFO charge (credit)                                        3,700          550
                   Deferred income taxes                                         477        3,351
                   Amortization of deferred compensation on
                     restricted stock incentive plan                           1,537        1,821
                   Reserve for store closings charges (credits)                  115            -
                   Loss on disposition of property and equipment                 136          596
                   Interest expense on reserve for store closings                 17           77
                   Issuance of shares as compensation for professional
                     services                                                      5           27
                   Issuance of shares under directors' stock plan                218          150
                   Tax benefit of stock options exercised                          2          563
         (Increase) decrease in assets
                   Receivables and prepaid expenses                           (1,066)        (960)
                   Inventory at current cost                                 (26,392)      (9,440)
                   Income tax refundable                                      (6,239)      (2,339)
                   Pension payment in excess of required contribution          1,163        1,675
                   Other noncurrent assets                                       340          186
         Increase (decrease) in liabilities
                   Accounts payable                                            8,175        2,712
                   Accrued liabilities                                           (24)      (3,140)
                   Current income tax obligations                               (549)      (6,155)
                   Postretirement benefits other than pensions                   273          287
                   Reserve for store closings                                   (369)        (492)
                   Lease financing obligation                                     (8)           -
                   Other liabilities                                            (410)        (528)
-----------------------------------------------------------------------------------------------------
                   Net cash used in operating activities                     (23,453)      (6,513)
-----------------------------------------------------------------------------------------------------
Cash flows from investing activities:
         Additions to property and equipment                                  (3,958)     (19,906)
         Proceeds from the disposition of property and equipment                 142           19
-----------------------------------------------------------------------------------------------------
                   Net cash used in investing activities                      (3,816)     (19,887)
-----------------------------------------------------------------------------------------------------
Cash flows from financing activities:
         Borrowings on revolving  credit agreement                            30,977       34,000
         Proceeds from lease financing                                         1,741            -
         Payments for loan costs                                              (1,165)           -
         Purchase of treasury stock                                             (636)      (1,907)
         Proceeds from exercise of stock options                                  11        1,658
         Cash dividends paid                                                  (3,457)      (6,815)
-----------------------------------------------------------------------------------------------------
                   Net cash provided by financing activities                  27,471       26,936
-----------------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents                                            202          536
Cash and cash equivalents:
         Beginning of period                                                   3,794        4,080
-----------------------------------------------------------------------------------------------------
         End of period                                                  $      3,996    $   4,616
=====================================================================================================
Supplemental disclosures:
Cash paid during the period for:
         Interest                                                       $      1,790    $     551
         Income taxes                                                   $         36    $   4,085
=====================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.


                                      5
<PAGE>

<TABLE>
<S>                                          <C>         <C>      <C>       <C>        <C>          <C>
HANCOCK FABRICS, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(unaudited)

------------------------------------------------------------------------------------------------------------------------------------
(in thousands, except for number of shares)
------------------------------------------------------------------------------------------------------------------------------------
                                                                 Additional                                                Total
                                               Common Stock       Paid-in   Retained     Treasury Stock      Deferred  Shareholders'
                                            ------------------                         --------------------
                                              Shares    Amount    Capital   Earnings     Shares     Amount   Compensation  Equity
------------------------------------------------------------------------------------------------------------------------------------
Balance January 30, 2005                    32,328,133    $323    $75,524   $211,032  (13,127,250) ($152,729)   ($5,584)   $128,566

Net loss and comprehensive loss                                              (11,188)                                       (11,188)
Cash dividends ($.18 per share)                                               (3,457)                                        (3,457)
Issuance of restricted stock                    62,000       1        422                                          (423)
Cancellation of restricted stock               (54,200)              (635)                                          635
Amortization & vesting of deferred
 compensation on restricted stock
 incentive plan                                                       (86)                                        1,537       1,451
Issuance of shares under directors' stock
 plan                                           33,160                218                                                       218
Issuance of shares as compensation for
 professional services                             554                  5                                                         5
Purchase of treasury stock                                                               (104,179)      (636)                  (636)
Stock options exercised                          2,075                 11                                                        11
Tax benefit of stock options exercised                                  2                                                         2
------------------------------------------------------------------------------------------------------------------------------------
Balance October 29, 2005                    32,371,722    $324    $75,461   $196,387  (13,231,429) ($153,365)   ($3,835)   $114,972
====================================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.



                                       6
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE 1:  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Hancock Fabrics,
Inc.  ("Hancock" or the  "Company")  have been  prepared in accordance  with the
instructions  to Form 10-Q and  therefore  do not  include all  information  and
footnotes  necessary for a fair presentation of financial  position,  results of
operations  and cash flows in  conformity  with  generally  accepted  accounting
principles. The statements do reflect all adjustments (consisting of only normal
recurring entries) which are, in the opinion of management, necessary for a fair
presentation  of  financial  position  in  conformity  with  generally  accepted
accounting  principles.  The statements  should be read in conjunction  with the
Notes to the Consolidated Financial Statements for the fiscal year ended January
30, 2005 incorporated into the Company's Annual Report on Form 10-K.

For fiscal year 2004,  Hancock  maintained its financial records on a 52-53 week
fiscal year  ending on the Sunday  closest to January  31.  Beginning  in fiscal
2005, the Company began maintaining its financial records on a 52-53 week fiscal
year ending on the Saturday closest to January 31.

The results of operations for the thirteen and thirty-nine  week periods are not
necessarily indicative of the results to be expected for the full fiscal year.

NOTE 2: STOCK OPTIONS

Stock  options  are  accounted  for  using  the  intrinsic  value  method  where
compensation  cost for stock  options is measured as the excess,  if any, of the
quoted  market price of Hancock's  stock at the date of grant over the amount an
employee must pay to acquire the stock. For all periods presented,  the exercise
price of all options granted equaled the fair market value at the date of grant;
accordingly, no compensation expense for stock options has been recorded.

Pro forma information regarding net loss and loss per share as if the fair value
method had been applied in measuring compensation expense is presented below (in
thousands, except per share amounts):


<TABLE>
<S>                                                            <C>             <C>           <C>           <C>
                                                                   Thirteen Weeks Ended        Thirty-nine Weeks Ended
                                                                October 29,    October 31,    October 29,   October 31,
                                                                    2005          2004           2005          2004
                                                               ----------------------------- ----------------------------

Net income (loss), as reported                                 $     (2,505)   $    977      $    (11,188) $       (889)
Deduct: Total stock-based employee compensation
  expense determined under fair value based method
  for all awards, net of related tax effects                           (409)       (389)           (1,074)       (1,199)
                                                               ----------------------------- ----------------------------
Pro forma net income (loss)                                    $     (2,914)   $    588      $    (12,262) $     (2,088)
                                                               ============================= ============================

Income (loss) per share:
   Basic and Diluted - as reported                             $       (.14)   $    .05      $       (.61) $       (.05)
                                                               ============================= ============================
   Basic and Diluted - pro forma                               $       (.16)   $    .03      $       (.67) $       (.12)
                                                               ============================= ============================

   Diluted - as reported                                       $       (.14)   $    .05      $       (.61) $       (.05)
                                                               ============================= ============================
   Diluted - pro forma                                         $       (.16)   $    .03      $       (.67) $       (.12)
                                                               ============================= ============================
</TABLE>




                                       7
<PAGE>

NOTE 3:  INCOME (LOSS) PER SHARE

Basic and diluted income (loss) per share  excludes  dilution and is computed by
dividing  the net  income  (loss)  by the  weighted-average  number of shares of
common stock, par value $.01 ("Common Stock"), outstanding for the period.

<TABLE>
<S>                                                                 <C>          <C>            <C>          <C>
COMPUTATION OF INCOME (LOSS) PER SHARE
(unaudited)
-------------------------------------------------------------------------------------------------------------------------
(in thousands, except for share and                                    Thirteen Weeks Ended     Thirty-nine Weeks Ended
                                                                    -----------------------------------------------------
  per share amounts)                                                October 29,  October 31,   October 29,  October 31,
                                                                       2005         2004           2005         2004
-------------------------------------------------------------------------------------------------------------------------
Basic and diluted income (loss) per share:
  Net income (loss)                                                    ($2,505)         $977      ($11,188)       ($889)
                                                                    ============ ============  ==========================

  Weighted average number of common shares outstanding
    during period                                                   18,515,657    18,246,095    18,429,387   18,149,320
                                                                    ============ ============  ==========================

Basic and diluted income (loss) per share                           $     (.14)  $       .05   $      (.61)  $     (.05)
                                                                    ============ ============  ==========================

Diluted income (loss) per share:
  Net income (loss)                                                    ($2,505)         $977      ($11,188)       ($889)
                                                                    ============ ============  ==========================

  Weighted average number of common shares outstanding
    during period                                                   18,515,657    18,246,095    18,429,387   18,149,320

   Stock options                                                                     168,580                          -

   Restricted stock and deferred stock units                                         209,216                          -
                                                                    ------------ ------------  --------------------------
  Weighted average number of common shares outstanding during period
    adjusted for dilutive securities                                18,515,657    18,623,891    18,429,387   18,149,320
                                                                    ============ ============  ==========================

Diluted income (loss) per share                                     $     (.14)  $       .05   $      (.61)  $     (.05)
                                                                    ============ ============  ==========================

Weighted average common stock equivalents not included in EPS
  (stock options) because the effect would be anti-dilutive          1,996,344     1,679,477     2,059,012    1,605,068
                                                                    ============ ============  ==========================
</TABLE>



                                       8
<PAGE>

NOTE 4:  RESERVE FOR STORE CLOSINGS

Reserves  for store  closings  are  established  based on estimates of net lease
obligations and other store closing costs.

At  October  29,  2005,  the total  reserve  balance  included  in  current  and
noncurrent  liabilities  was $929,000 which  represents the present value of the
future net lease obligations for the locations which have been closed.  The 2005
activity in the reserve is as follows (in thousands):

<TABLE>
<S>                          <C>              <C>                  <C>             <C>              <C>
                                                 Addition to
                               January 30,      (Reduction in)                                       October 29,
                                  2005             Reserve            Interest        Payments           2005
                             ---------------- -------------------  --------------- ---------------- ---------------

   Lease obligations         $        1,166    $           115       $        17    $        (369)   $         929
                             ================ ===================  =============== ================ ===============
</TABLE>

NOTE 5: RETIREMENT BENEFITS

On  December  9,  2003,  the  Medicare   Prescription   Drug,   Improvement  and
Modernization  Act of 2003 (the "Act") was signed into law. The Act introduces a
prescription  drug  benefit  under  Medicare,  as well as a federal  subsidy  to
sponsors of retiree health benefit plans that provide prescription drug benefits
that  are at  least  actuarially  equivalent  to  Medicare's  prescription  drug
benefits.  During the third quarter of 2004, Hancock adopted FASB Staff Position
No.  106-2,  Accounting  and  Disclosure  Requirements  Related to the  Medicare
Prescription  Drug,  Improvement and  Modernization  Act of 2003, and determined
that  the  Company's  prescription  drug  coverage  for  retirees  is  at  least
actuarially  equivalent  to the Medicare  coverage  provided  under the Act. The
Company elected to adopt the provisions of FSP No. 106-2 prospectively.

The following  summarizes  the net periodic  benefit cost for Hancock's  defined
benefit pension retirement plan and its postretirement  health care benefit plan
for the thirty-nine weeks ended October 29, 2005 and October 31, 2004:


<TABLE>
<S>                                                   <C>            <C>                <C>               <C>
                                                            Retirement Plan              Postretirement Benefit Plan
(Dollars in thousands)                                    2005           2004                2005           2004
-----------------------------------------------------------------------------------------------------------------------
Service costs                                         $        1,793 $       2,136      $          504    $       457
Interest cost                                                  2,972         2,912                 713            701
Expected return on assets                                     (4,224)       (4,069)
Amortization of prior service costs                              (70)           50                (188)          (186)
Recognized net actuarial (gain) loss                             692           646                (202)          (247)
-----------------------------------------------------------------------------------------------------------------------
Net periodic benefit cost                             $        1,163 $       1,675      $          827    $       725
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 6: REVOLVING LINE OF CREDIT

On June 29, 2005,  the Company  entered into a senior  collateralized  revolving
credit facility  ("Facility") with Wachovia Bank and other lenders. The Facility
replaced the Company's  existing  revolving  credit  agreements  with Southtrust
Bank,  Regions Bank, and BancorpSouth Bank which the Company  terminated on June
29.

The new  Facility is a five year  commitment  that allows for  borrowings  up to
$110,000,000.  The Company has the option of selecting  either a "prime rate" or
Eurodollar loan.  Advances under the Facility will accrue interest either (x) at
the Applicable  Margin (as defined in the Loan and Security  Agreement) plus the
higher of (i) the rate of  interest  periodically  announced  by Wachovia as its
"prime rate",  or (ii) the federal funds  effective  rate from time to time plus
0.50% or (y) at the Applicable  Margin plus the Adjusted  Eurodollar Rate (which
is a rate  derived  from the London  Interbank  Offered  Rate).  The Facility is
collateralized by a first priority  perfected  collateral  interest in and liens
upon  all  of the  Company's  present  and  future  assets.  The  Facility  also
contemplates  the issuance of letters of credit  aggregating up to  $25,000,000,
provided that all borrowings under the Facility do not exceed $110,000,000.

                                       9
<PAGE>

NOTE 7: RECENT ACCOUNTING PRONOUNCEMENTS

In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of
ARB No. 43, Chapter 4. SFAS 151 clarifies that abnormal  inventory costs such as
idle  facilities,  excess  freight  and  handling  costs,  and  waste  materials
(spoilage)  are  required  to be  recognized  as  current  period  charges.  The
provisions of SFAS 151 are effective for inventory  costs incurred during fiscal
years  beginning  after June 15, 2005.  Hancock does not expect adoption of SFAS
151 to have a material impact on its financial statements.

In  December  2004,  the FASB  issued SFAS No.  123(revised  2004),  Share-Based
Payment,  which replaces SFAS No. 123, Accounting for Stock-Based  Compensation,
and  supercedes  APB Opinion No. 25,  Accounting  for Stock Issued to Employees.
SFAS 123R requires  that all grants of employee  stock options and other similar
share-based  awards be  recognized in the  financial  statements  based on their
grant-date fair values.  SFAS 123R is effective for fiscal years beginning after
June 15, 2005. Hancock is in the process of evaluating the impact SFAS 123R will
have on its financial statements and has not yet determined whether the adoption
will result in amounts  that are  similar to the  current pro forma  disclosures
under SFAS 123R.

In March 2005, the FASB issued Interpretation No. 47 ("FIN 47"), "Accounting for
Conditional  Asset  Retirement  Obligations," an  interpretation  of FASB issued
Statement No. 143 ("SFAS 143"),  "Accounting for Asset Retirement  Obligations."
FIN 47 clarifies that the term "conditional asset retirement obligation" as used
in SFAS 143 refers to a legal obligation to perform an asset retirement activity
in which the timing and (or) method of settlement  are  conditional  on a future
event that may or may not be within the control of the entity. The obligation to
perform the asset retirement  activity is unconditional  even though uncertainty
exists  about the timing and (or) method of  settlement.  FIN 47 also  clarifies
when an entity would have sufficient information to reasonably estimate the fair
value of an asset retirement  obligation.  FIN 47 is effective no later than the
end of fiscal years ending after  December 15, 2005.  Retrospective  application
for interim financial information is permitted but is not required.  Hancock has
not yet determined the financial  statement  impact, if any, of implementing FIN
47.

In October  2005,  the FASB issued FSP FAS 13-1,  "Accounting  for Rental  Costs
Incurred during Construction  Period." FSP FAS 13-1 clarifies the accounting for
rental  costs  associated  with  operating  leases  that are  incurred  during a
construction  period.  In addition,  SFAS No. 151  requires  that a lessee shall
cease  capitalizing  rental costs as of the  effective  date of FSP FAS 13-1 for
operating lease arrangements entered into prior to the effective date of FSP FAS
13-1. FSP FAS 13-1 is effective for periods  beginning  after December 15, 2005.
Hancock does not expect the  adoption of FSP FAS 13-1 to have a material  impact
on its operating results or financial condition.

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

Historically,  cash flow from  operations  has been  sufficient  to finance  the
expansion  and  operation of Hancock's  business.  Hancock's  principal  capital
requirements  are for the  financing of  inventories  and to a lesser extent for
capital expenditures relating to store locations and its distribution  facility.
Funds  for such  purposes  are  generated  from  Hancock's  operations  and,  if
necessary,  supplemented by borrowings from commercial  lenders.  In addition to
cash  dividends,  Hancock has  historically  used excess cash and, if necessary,
borrowings  from  commercial  lenders to purchase  treasury  stock as market and
financial conditions allow.  However, the Company announced on November 15, 2005
that it was  indefinitely  suspending  its  dividend  in  order to  support  its
operational  needs.  In addition,  Hancock does not expect to purchase  treasury
stock in the  foreseeable  future,  except  for  small  purchases  from  odd-lot
shareholders  and  minor  amounts   surrendered  by  employees  to  satisfy  tax
withholding obligations arising from the lapse of restrictions on shares.

                                       10
<PAGE>

For the first thirty-nine weeks of the year,  inventory  increased $22.7 million
due to the normal seasonal  build-up from year-end,  when inventory is typically
at a low level,  as well as expanded  assortments in fleece and fashion  apparel
fabric,  upholstery  and drapery  fabric for the home,  designer and  name-brand
quilting  cottons for the serious  quilter,  specialty  yarns for knitters,  and
sewing  accessories for everyone,  ranging from sewing machines to instructional
books to ribbon and trimmings. The addition of these wider assortments was based
on input from our stores and  customers  and was in  response to what we believe
was an  incomplete  presentation  of  product in our core  categories.  Accounts
payable increased $8.2 million as a result of the increase in inventory.  Income
taxes payable of $463,000 at January 30, 2005 changed to a refund  receivable of
$6.2  million  during  the   thirty-nine   week  period  due  to  the  Company's
year-to-date loss.

During the thirty-nine  weeks ended October 29, 2005,  borrowings of $31 million
and proceeds of $1.7 million from lease financing transactions were used to fund
capital  expenditures of $3.9 million,  cash dividends totaling $3.5 million and
working capital requirements, primarily comprised of the aforementioned increase
in inventory.

During the second quarter, Hancock entered into an agreement with Wachovia Bank,
National Association, and Wachovia Capital Markets, LLC (together,  "Wachovia"),
for a  collateralized  revolving  loan and  letter  of credit  facility  of $110
million. The new facility replaced Hancock's uncollateralized $50 million credit
agreement.  The new  facility  contains  less  restrictive  covenants  than  the
previous facility.

During May 2005,  Hancock  entered into an agreement to lease to a third party a
portion of the Company's  former  distribution  center which is currently  being
held  for  sale.  The  three-year   lease  agreement  is  expected  to  generate
approximately  $500 thousand annually in rental income,  although the Company is
actively pursuing a sale of the building,  in which case the rental income would
accrue to the new buyer.  The  Company  also  expects to execute  two more lease
financing  transactions  in the fourth  quarter  which,  when  combined with the
possible sale of the former distribution center, could yield $7 million of cash.

Hancock  opened  four stores and closed  four  during the  thirteen  weeks ended
October  29,  2005,  resulting  in a total of 446  stores  at  quarter  end.  In
addition, two stores were relocated.

RESULTS OF OPERATIONS

Thirteen weeks ended October 29, 2005 compared with thirteen weeks ended October
31, 2004

Net losses were $2.5  million,  or $.14 per  diluted  share,  compared  with net
earnings of $1.0 million, or $.05 per diluted share, in 2004's third quarter.

Sales decreased to $103.9 million from $109.9 million in the same quarter of the
previous  year,  as the result of a 6.3%  decline  in  comparable  store  sales,
partially  offset by an increase in store selling  square footage from 5,111,000
to  5,291,000  due to the net  addition of 13 stores.  The  selling  environment
within  the  industry  is very  difficult,  as  continued  weakness  in the home
decorating  sector  and a slow  start to the  fleece  season  were  the  primary
contributors  to the  sales  decline.  These  issues  could  continue  to create
challenges through at least the fourth quarter.

Gross margin  decreased  from 47.9% to 47.5% due to a higher LIFO charge in this
year's third  quarter.  An increase in the Producer  Price Index ("PPI") used to
measure  inflation  resulted in a LIFO charge of $1.1  million  during the third
quarter of 2005, compared with $750,000 in the same period of 2004.

Selling, general and administrative expenses as a percentage of sales were 48.2%
compared to 44.4% in the third quarter of 2004. The  deleveraging  impact on the
expense ratio that results from negative  comparable store sales was the primary
factor affecting the comparison.  In addition,  there was approximately $200,000
to $300,000 of expense  associated with a chain-wide  store makeover program and
$230,000 of expense related to losses from hurricane activity.

                                       11
<PAGE>

Depreciation and amortization  increased to 2.1% of sales from 1.7% in the third
quarter of 2004 due to having a full quarter of  depreciation  on Hancock's  new
corporate  office  facility  this year and only a partial  quarter last year and
because the roll-out of  point-of-sale  (POS) systems to our stores had not been
completed by the end of last year's third quarter.

Interest  expense  increased  approximately  $650,000 over the prior year due to
higher average outstanding debt levels and a higher interest rate environment.

Income tax benefit  increased  due to the increase in pretax  losses.  Hancock's
effective tax rate was 36.3% in both years.

Thirty-nine  weeks ended October 29, 2005 compared with thirty-nine  weeks ended
October 31, 2004

Net  losses in the first  thirty-nine  weeks  were  $11.2  million,  or $.61 per
diluted share,  compared with net losses of $900,000, or $.05 per diluted share,
in the same period of 2004.

Sales  decreased to $285.0  million from $304.8  million in the previous  year's
first  thirty-nine weeks primarily as the result of a 7.0% decline in comparable
store sales, attributable in the first half of the year to ineffective marketing
and incomplete  assortments in the home decorating,  quilting and apparel fabric
categories,  and in  the  third  quarter  to  continued  weakness  in  the  home
decorating sector and a slow start to the fleece season.

Gross margin  decreased  from 48.7% to 47.9% due to the impact of a $3.7 million
LIFO charge in the current year versus a $550,000 charge in the same time period
of 2004.  The higher LIFO  charge was the result in an increase in the  Producer
Price  Index  ("PPI")  used to measure  inflation.  Excluding  the impact of the
higher  charge,  gross  margin  improved  slightly  over last year from 48.9% to
49.2%.

Selling, general and administrative expenses as a percentage of sales were 51.1%
compared  to 47.2% in the  first  thirty-nine  weeks of 2004.  The  deleveraging
impact on the expense  ratio that results from negative  comparable  store sales
was the primary factor  affecting the  comparison,  together with  approximately
$500,000 of expense incurred in the second and third quarters  associated with a
chain-wide store makeover program and $230,000 of expense related to losses from
hurricane activity.

Depreciation and  amortization  increased to 2.3% of sales from 1.8% in the same
time  period of 2004 due to capital  expenditures  related to the new  corporate
office facility and the implementation of POS systems in our stores.

Interest  expense  increased  $1.4  million  over the  prior  year due to higher
average outstanding debt levels and a higher interest rate environment.

Income tax benefit  increased  due to the increase in pretax  losses.  Hancock's
effective tax rate was 36.3% in both years.

LIQUIDITY AND CAPITAL RESOURCES

Bank credit facilities

During the second quarter,  Hancock entered into an agreement with Wachovia Bank
for a  collateralized  revolving  loan and  letter  of credit  facility  of $110
million. The new facility replaced Hancock's uncollateralized $50 million credit
agreement.  The new  facility  contains  less  restrictive  covenants  than  the
previous facility.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  recorded  amount of  assets  and
liabilities  at the date of the financial  statements  and revenues and expenses
during  the  period.   Significant  accounting  policies  employed  by  Hancock,

                                       12
<PAGE>

including  the use of estimates and  assumptions,  are presented in the Notes to
Consolidated  Financial  Statements  contained in the Company's Annual Report on
Form 10-K. Management bases its estimates on its historical experience, together
with other relevant  factors,  in order to form the basis for making  judgments,
which will affect the carrying values of assets and  liabilities.  On an ongoing
basis,  management  evaluates its estimates and makes changes to carrying values
as deemed necessary.

With respect to pension plan accounting,  a decline in long-term  interest rates
used to compute the present  value of pension plan  obligations,  together  with
lower than expected  financial  market returns thus far in 2005, are anticipated
to result in a decline in the plan's  funded status at year end.  Although,  the
plan's funded status continues to be adequate under the guidelines of ERISA and,
therefore,  no contribution to the plan is required,  accounting rules stipulate
that a liability be recorded when the actuarially  computed  benefit  obligation
exceeds the fair value of the plan's assets. Such a liability is not recorded as
an  expense  in the  Statement  of  Operations,  but is  treated  as a  non-cash
reduction to shareholders' equity.

Hancock's  funded  status for  accounting  purposes  will not be known until the
pension plan's annual measurement date,  December 31, 2005. Changes in long-term
interest  rates and  financial  market  returns  between  now and that date will
change the plan's  funded  status.  However,  based on what is currently  known,
there is a reasonable  possibility  that,  for accounting  purposes,  the plan's
obligations  will exceed its assets.  Hancock could make a  contribution  to the
pension  plan prior to December 31, 2005 in order to avoid the charge to equity;
however does not presently  expect to do so since there is no ERISA  requirement
to make a contribution to the plan.  Hancock's best estimate of the range of the
charge  to  equity,  assuming  no  significant  changes  in  interest  rates and
financial market returns prior to December 31, 2005, would be $10 million to $14
million.

OFF-BALANCE SHEET ARRANGEMENTS

Hancock has no off-balance sheet financing arrangements.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

Hancock has an  arrangement  within its new  collateralized  revolving  loan and
letter of credit  facility that provides up to $25 million in letters of credit.
At October 29,  2005,  Hancock had  commitments  of $115  thousand on letters of
credit under its new facility with Wachovia,  which support  purchase orders for
merchandise  to be imported.  Hancock also has a $5.5 million  standby letter of
credit to guarantee  payment of potential future workers'  compensation  claims.
Hancock leases its retail fabric store locations under operating leases expiring
at various dates through 2025.

Hancock has no standby  repurchase  obligations or guarantees of other entities'
debt.

EFFECTS OF INFLATION

The impact of inflation on labor and occupancy  costs can  significantly  affect
Hancock's operations.  Many of Hancock's employees are paid hourly rates related
to Federal and State minimum wage requirements;  accordingly, any increases will
affect Hancock. In addition, payroll taxes, employee benefits and other employee
costs continue to increase.  Health insurance costs, in particular,  continue to
rise at an unsettling  rate in the United States each year, and higher  employer
contributions to Hancock's pension plan could be necessary if investment returns
are weak.  Costs of leases for new store  locations  remain stable,  but renewal
costs of older  leases  continue to increase.  Hancock  believes the practice of
maintaining   adequate   operating   margins  through  a  combination  of  price
adjustments  and cost  controls,  careful  evaluation  of  occupancy  needs  and
efficient  purchasing  practices  are the most  effective  tools for coping with
increased costs and expenses.

Inflation is one of the key factors used in the  calculation  of the LIFO charge
or credit to Cost of Sales. During the first nine months of 2005, an increase in
the PPI  resulted  in a LIFO charge of $3.7  million.  During the same period of
2004, the Company recorded a LIFO charge of $550,000.

                                       13
<PAGE>

SEASONALITY

Hancock's  business is seasonal.  Peak sales  periods  occur during the fall and
pre-Easter weeks, while the lowest sales periods occur during the summer and the
month of January.

FORWARD-LOOKING STATEMENTS

This  Report  contains  forward-looking  statements  within  the  meaning of the
Private  Securities  Litigation  Reform  Act of 1995.  Such  statements  are not
historical facts and reflect the Company's  current views regarding matters such
as operations and financial performance. In general,  forward-looking statements
are  identified  by  such  words  or  phrases  as   "anticipates",   "believes",
"approximates",  "estimates", "expects", "intends" or "plans" or the negative of
those words or other  terminology.  Forward-looking  statements involve inherent
risks and  uncertainties;  the Company's actual results could differ  materially
from  those  expressed  in  our  forward-looking   statements.   The  risks  and
uncertainties that could cause our actual results to differ from those expressed
in our forward-looking statements include, but are not limited to those that are
discussed below.

  -  Changes in customer demand or purchase patterns
  -  Competitive  changes,   including  but  not  limited  to,  an  increase  in
     advertising,  an increase in promotional  pricing activity and liquidations
     of inventory in Hancock's  markets in connection with a competitor's  store
     closing or need to dispose of old inventory
  -  Adverse general economic trends
  -  Delays  or  interruptions  in the  flow of  merchandise  between  Hancock's
     suppliers and/or its distribution center and its stores
  -  Disruption in the Company's data processing services
  -  The stability of interest rates during periods of borrowing

Forward-looking  statements  speak only as of the date made, and neither Hancock
nor  its   management   undertakes  any  obligation  to  update  or  revise  any
forward-looking statement.



                                       14
<PAGE>

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Hancock does not hold derivative  financial or commodity  instruments at October
29, 2005.  Hancock is exposed to financial  market risks,  including  changes in
interest rates. All borrowings under Hancock's  Collateralized  Revolving Credit
Agreement bear interest at the applicable  margin plus the higher of the federal
funds rate plus 1/2% or the prime rate, or the applicable margin plus the London
Interbank  Offered Rate. An increase in interest rates of 100 basis points would
not  significantly  affect  Hancock's  results.  All of  Hancock's  business  is
transacted in U. S. dollars and, accordingly, foreign exchange rate fluctuations
have never had a significant impact on Hancock,  and they are not expected to in
the foreseeable future.

ITEM 4: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Hancock  carried  out an  evaluation  of  the  effectiveness  of its  disclosure
controls  and  procedures  (as defined in Rule  13a-15(e)  under the  Securities
Exchange  Act of 1934) as of the end of the period  covered by this report under
the supervision  and with the  participation  of its  management,  including its
chief executive officer and chief financial  officer.  Based on that evaluation,
Hancock's  chief executive  officer and chief  financial  officer have concluded
that its  disclosure  controls  and  procedures  are  effective  to ensure  that
material   information   relating  to  Hancock,   including   its   consolidated
subsidiaries, is made known to them by others within such entities, particularly
during the period in which this report was  prepared,  in order to allow  timely
decisions regarding required disclosure.

Change in Internal Control Over Financial Reporting

There was no change in Hancock's  internal control over financial  reporting (as
defined  in Rule  13a-15(f)  under the  Securities  Exchange  Act of 1934)  that
occurred during its most recent fiscal quarter that has materially affected,  or
is reasonably likely to materially  affect,  its internal control over financial
reporting.





                                       15
<PAGE>

PART II.  OTHER INFORMATION:

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     This table provides information with respect to purchases by the Company of
     shares of its common stock during the third quarter of 2005:


<TABLE>
<S>                           <C>                     <C>                <C>                      <C>
   Issuer Purchases of Equity Securities
   ------------------------------------------------------------------------------------------------------------------------

                                                                           Total Number of               Maximum
                                                                         Shares Purchased as      Number of Shares That
                                 Total Number of       Average Price       Part of Publicly       May Yet Be Purchased
   Period                     Shares Purchased (1)    Paid Per Share     Announced Plans (2)         Under the Plans
   ------------------------------------------------------------------------------------------------------------------------

   July 31, through
   August 27, 2005                               225              $6.29                     225                    243,815
   ------------------------------------------------------------------------------------------------------------------------

   August 28, 2005 through
   October 1, 2005                               682              $6.39                      52                    243,763
   ------------------------------------------------------------------------------------------------------------------------

   October 2, 2005 through
   October 29, 2005                                6              $6.33                       6                    243,757
   ------------------------------------------------------------------------------------------------------------------------

   Total                                         913              $6.36                     283
   ------------------------------------------------------------------------------------------------------------------------
</TABLE>

      (1)The number of shares  purchased  during the third quarter  includes 630
      shares  deemed  surrendered  to the  Company  to satisfy  tax  withholding
      obligations arising from the issuance of shares to the Board of Directors.

      (2)In June of 2000 the Board of Directors  authorized the repurchase of up
      to 2,000,000  shares of the Company's  Common Stock from time to time when
      warranted by market conditions. There have been 1,756,243 shares purchased
      under this authorization through October 29, 2005. The shares discussed in
      footnote (1) are excluded from this column.

ITEM 6: EXHIBITS

       31.1       Certification of Chief Executive Officer
       31.2       Certification of Chief Financial Officer
       32         Certification of Chief Executive Officer and Chief Financial
                  Officer Pursuant to Rule 13a-14(b) under the Securities
                  Exchange Act of 1934 and 18 U.S.C. Section 1350




                                       16
<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

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

December 7, 2005



                                       17
<PAGE>

                                                                  Exhibit 31.1

                    Certification of Chief Executive Officer

I, Jane F. Aggers, certify that:

1.     I have reviewed this  quarterly  report on Form 10-Q of Hancock  Fabrics,
       Inc.;

2.     Based on my knowledge,  this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements  made,  in  light  of  the  circumstances   under  which  such
       statements  were made, not misleading  with respect to the period covered
       by this report;

3.     Based on my knowledge,  the  financial  statements,  and other  financial
       information  included  in this  report,  fairly  present in all  material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this report;

4.     The  registrant's  other  certifying  officer and I are  responsible  for
       establishing  and  maintaining  disclosure  controls and  procedures  (as
       defined in Exchange  Act Rules  13a-15(e)  and  15d-15(e))  and  internal
       control  over  financial  reporting  (as  defined in  Exchange  Act Rules
       13a-15(f) and 15d-15(f)) for the registrant and we have:

       a)     Designed such disclosure  controls and procedures,  or caused such
              disclosure  controls  and  procedures  to be  designed  under  our
              supervision,  to ensure that material  information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others  within those  entities,  particularly  during the
              period in which this report is being prepared;

       b)     Designed such internal control over financial reporting, or caused
              such  internal  control  over  financial  reporting to be designed
              under our supervision,  to provide reasonable  assurance regarding
              the  reliability  of financial  reporting and the  preparation  of
              financial statements for external reporting purposes in accordance
              with generally accepted accounting principles;

       c)     Evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls  and   procedures   and  presented  in  this  report  our
              conclusions about the effectiveness of the disclosure controls and
              procedures,  as of the end of the period  covered  by this  report
              based on such evaluation; and

       d)     Disclosed in this report any change in the  registrant's  internal
              control  over  financial   reporting  that  occurred   during  the
              registrant's  most  recent  fiscal  quarter  that  has  materially
              affected,  or is  reasonably  likely  to  materially  affect,  the
              registrant's internal control over financial reporting; and

5.     The registrant's other certifying officer and I have disclosed,  based on
       our most recent evaluation of internal control over financial  reporting,
       to the  registrant's  auditors and the audit  committee  of  registrant's
       board of directors:

       a)     All significant deficiencies and material weaknesses in the design
              or operation of internal  control over financial  reporting  which
              are reasonably likely to adversely affect the registrant's ability
              to record,  process,  summarize and report financial  information;
              and

       b)     Any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal control over financial reporting.

Date:  December 7, 2005

/s/ Jane F. Aggers
-----------------------
Jane F. Aggers
President and Chief Executive Officer


                                       18

<PAGE>

                                                                  Exhibit 31.2

                    Certification of Chief Financial Officer


I, Bruce D. Smith, certify that:

1.     I have reviewed this  quarterly  report on Form 10-Q of Hancock  Fabrics,
       Inc.;

2.     Based on my knowledge,  this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make the
       statements  made,  in  light  of  the  circumstances   under  which  such
       statements  were made, not misleading  with respect to the period covered
       by this report;

3.     Based on my knowledge,  the  financial  statements,  and other  financial
       information  included  in this  report,  fairly  present in all  material
       respects the financial condition, results of operations and cash flows of
       the registrant as of, and for, the periods presented in this report;

4.     The  registrant's  other  certifying  officer and I are  responsible  for
       establishing  and  maintaining  disclosure  controls and  procedures  (as
       defined in Exchange  Act Rules  13a-15(e)  and  15d-15(e))  and  internal
       control  over  financial  reporting  (as  defined in  Exchange  Act Rules
       13a-15(f) and 15d-15(f)) for the registrant and we have:

       a)     Designed such disclosure  controls and procedures,  or caused such
              disclosure  controls  and  procedures  to be  designed  under  our
              supervision,  to ensure that material  information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others  within those  entities,  particularly  during the
              period in which this report is being prepared;

       b)     Designed such internal control over financial reporting, or caused
              such  internal  control  over  financial  reporting to be designed
              under our supervision,  to provide reasonable  assurance regarding
              the  reliability  of financial  reporting and the  preparation  of
              financial statements for external reporting purposes in accordance
              with generally accepted accounting principles;

       c)     Evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls  and   procedures   and  presented  in  this  report  our
              conclusions about the effectiveness of the disclosure controls and
              procedures,  as of the end of the period  covered  by this  report
              based on such evaluation; and

       d)     Disclosed in this report any change in the  registrant's  internal
              control  over  financial   reporting  that  occurred   during  the
              registrant's  most  recent  fiscal  quarter  that  has  materially
              affected,  or is  reasonably  likely  to  materially  affect,  the
              registrant's internal control over financial reporting; and

5.     The registrant's other certifying officer and I have disclosed,  based on
       our most recent evaluation of internal control over financial  reporting,
       to the  registrant's  auditors and the audit  committee  of  registrant's
       board of directors:

       a)     All significant deficiencies and material weaknesses in the design
              or operation of internal  control over financial  reporting  which
              are reasonably likely to adversely affect the registrant's ability
              to record,  process,  summarize and report financial  information;
              and

       b)     Any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal control over financial reporting.

Date:  December 7, 2005

/s/ Bruce D. Smith
-------------------------
Bruce D. Smith
Executive Vice President and
Chief Financial Officer

                                       19
<PAGE>


                                                                    Exhibit 32

      Certification of Chief Executive Officer and Chief Financial Officer
          Pursuant to Rule 13a-14(b) under the Securities Exchange Act
                       of 1934 and 18 U.S.C. Section 1350

Each of the undersigned,  Jane F. Aggers and Bruce D. Smith,  certifies pursuant
to Rule  13a-14(b)  under  the  Securities  Exchange  Act of 1934 and 18  U.S.C.
Section 1350 that:  (1) this quarterly  report on Form 10-Q of Hancock  Fabrics,
Inc.  ("Hancock") for the quarter ended October 29, 2005 fully complies with the
requirements  of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934,
and (2) the information  contained in this quarterly report fairly presents,  in
all material  respects,  the  financial  condition  and results of operations of
Hancock.


Date:  December 7, 2005

/s/ Jane F. Aggers
---------------------

Jane F. Aggers
President and Chief Executive Officer

/s/ Bruce D. Smith
---------------------

Bruce D. Smith
Executive Vice President and Chief Financial Officer







                                       20