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 April 29,
2006




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)




(662)
      365-6000


Registrant’s
      telephone number, including area
code




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
            __
            No
            X




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.




Large
Accelerated
Filer      __           Accelerated
Filer   X           Non-Accelerated
Filer__




Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).  Yes__      NoX




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




As of
February 2, 2008, there were 19,285,235 shares of Hancock Fabrics, Inc. $0.01
par value common stock outstanding.









INDEXPart
      I.  Financial Information
            Page
      NumbersItem
      1.  Financial Statement
            1Item
      2.  Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
            1Item
      3.  Quantitative and Qualitative Disclosures about Market
      Risks
            1Item
      4.  Controls and Procedures
            1Part
      II.  Other Information:Item
      1.  Legal Proceedings
            1Item
      1A.  Risk Factors Unregistered Sales of Equity Securities and
      Use of Proceeds
            1Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
            1Item
      3.  Defaults Upon Senior Securities
            1Item
      6.  Exhibits
            1Signature









PART
I.  FINANCIAL INFORMATION




ITEM
1.  FINANCIAL STATEMENTS




ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION
AND RESULTS OF OPERATIONS




ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
  ITEM 4.
CONTROLS AND PROCEDURES
  PART II.
OTHER INFORMATION
  ITEM
1.  LEGAL PROCEEDINGS
  ITEM
1A.  RISK FACTORS
  ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
  ITEM
3.  DEFAULTS UPON SENIOR SECURITIES


The
information required by these items is incorporated by reference from Hancock
Fabrics, Inc.'s Form 10-K for the year ended February 3, 2007, as filed with the
Securities and Exchange Commission on February 18, 2008.
  FORWARD-LOOKING
STATEMENTS




Forward-Looking
Statements




This
Quarterly Report on Form 10-Q contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.  Such
statements are not historical facts and reflect our 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; our actual results could differ materially from those expressed
in our forward-looking statements.  The risks and uncertainties,
either alone or in combination, 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 above.  Other risks not presently
known to us, or that we currently believe are immaterial, could also adversely
affect our business, financial condition or results of
operations.  Forward-looking statements speak only as of the date
made, and neither Hancock Fabrics, Inc. nor its management undertakes
any obligation to update or revise any forward-looking statement.




ITEM 6.
EXHIBITS




31.1
            Certification of
      Chief Executive Officer Pursuant to Rule 13a-14(a) Under The
      Securities Exchange Act of
1934




31.2
            Certification of
      Chief Financial Officer Pursuant to Rule 13a-14(a) Under The
      Securities Exchange Act of
1934




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











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/
      Larry D. FairLarry D.
      FairVice President,
      Finance (Principal Financialand Accounting
      Officer)




February
20, 2008