2001 Stock Incentive Plan

(Full title of the plans)

Steven R. Morgan
Hancock Fabrics, Inc.
One Fashion Way

Baldwyn, MS 38824

(662) 365-6000

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

COPY TO:

C. Brophy Christensen, Esq.
Eric Sibbitt, Esq.
O’Melveny & Myers LLP
2 Embarcadero Center, 28 ^th Floor
San Francisco, CA, 94111
(415) 984-8700

RECENT EVENTS: DEREGISTRATION

Hancock Fabrics, Inc., a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on September 26, 2008 (Commission File No. 333-153682) and referred to herein as the “Registration Statement”) with respect to shares of the Registrant’s common stock (the “Common Stock”), thereby registered for offer or sale pursuant to the 2001 Stock Incentive Plan (the “Plan”). A total of 3,150,000 shares of Common Stock were initially registered for issuance under the Registration Statement.

The purpose of this Post-Effective Amendment No. 1 to Form S-8 Registration Statement is to deregister the shares of Common Stock that were originally registered under the Registration Statement, to the extent that such shares have not previously been issued (referred to herein as the “Remaining Plan Shares”). The Remaining Plan Shares (if any) are hereby deregistered.