SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCNAMEE JAMES M

(Last)

(First)

(Middle)

PO BOX 520

(Street)

NEW VERNON

07976

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOOPER HOLMES INC [ HH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/03/1988

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/04/1997		M		8,000⁽¹⁾	A	$0.6875	10,500	D
Common Stock	03/04/1997		S		8,000	D	$2.0625	2,500	D
Common Stock	03/05/1997		M		7,200	A	$0.6875	9,700	D
Common Stock	03/05/1997		S		7,200	D	$4.95	2,500	D
Common Stock	03/06/1997		M		8,800	A	$0.6875	11,300	D
Common Stock	03/06/1997		S		8,800	D	$2.0625	2,500	D
Common Stock	03/10/1997		M		8,000	A	$0.6875	10,500	D
Common Stock	03/10/1997		S		8,000	D	$2.1718	2,500	D
Common Stock	03/17/1997		M		8,000	A	$0.6875	10,500	D
Common Stock	03/17/1997		S		8,000	D	$2.125	2,500	D
Common Stock	03/19/1997		M		8,000	A	$0.6875	10,500	D
Common Stock	03/19/1997		S		8,000	D	$2.093	2,500	D
Common Stock	03/20/1997		M		12,000	A	$0.6875	14,500	D
Common Stock	03/20/1997		S		12,000	D	$2.109	2,500	D
Common Stock	09/08/1997		M		4,000	A	$0.6875	6,500	D
Common Stock	09/08/1997		S		4,000	D	$3.09	2,500	D
Common Stock	09/09/1997		M		4,000	A	$0.6875	6,500	D
Common Stock	09/09/1997		S		4,000	D	$3.03	2,500	D
Common Stock	09/10/1997		M		4,000	A	$0.6875	6,500	D
Common Stock	09/10/1997		S		4,000	D	$3.09	2,500	D
Common Stock	09/11/1997		M		1,200	A	$0.6875	3,700	D
Common Stock	09/11/1997		S		1,200	D	$3.09	2,500	D
Common Stock	09/18/1997		M		46,800	A	$0.6875	49,300	D
Common Stock	09/18/1997		S		46,800	D	$3.09	2,500	D
Common Stock								1,285,433	I	Joint w/ Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$0.6875	08/03/1988		A		120,000⁽¹⁾		08/03/1990	08/03/1998	Common Stock	120,000	$0.6875	120,000	D
Stock Options (Right to buy)	$0.9688	11/14/1990		A		144,000		11/14/1992	11/14/2000	Common Stock	144,000	$0.9688	144,000	D
Stock Options (Right to buy)	$1.75	01/07/1992		A		300,000		01/07/1994	01/07/2002	Common Stock	300,000	$1.75	300,000	D
Stock Options (Right to buy)	$1.625	06/01/1992		A		400,000		06/01/1994	06/01/2002	Common Stock	400,000	$1.625	400,000	D
Stock Options (Right to buy)	$1.5781	10/28/1992		A		200,000		10/28/1994	10/28/2002	Common Stock	200,000	$1.5781	200,000	D
Stock Options (Right to buy)	$1.8675	04/09/1993		A		200,000		04/09/1995	04/09/2003	Common Stock	200,000	$1.8675	200,000	D
Stock Options (Right to buy)	$1.4844	01/25/1994		A		160,000		01/25/1996	01/25/2004	Common Stock	160,000	$1.4844	160,000	D
Stock Options (Right to buy)	$0.9844	01/24/1995		A		160,000		01/24/1997	01/24/2005	Common Stock	160,000	$0.9844	160,000	D
Stock Options (Right to buy)	$1	11/20/1995		A		240,000		11/20/1997	11/20/2005	Common Stock	240,000	$1	240,000	D
Stock Options (Right to buy)	$2.0313	01/28/1997		A		320,000		01/28/1999	01/28/2007	Common Stock	320,000	$2.0313	320,000	D
Stock Options (Right to buy)	$0.6875	03/04/1997		M			8,000	08/03/1990	08/03/1998	Common Stock	8,000	$0.6875	112,000	D
Stock Options (Right to buy)	$0.6875	03/05/1997		M			7,200	08/03/1990	08/03/1998	Common Stock	7,200	$0.6875	104,800	D
Stock Options (Right to buy)	$0.6875	03/06/1997		M			8,800	08/03/1990	08/03/1998	Common Stock	8,800	$0.6875	96,000	D
Stock Options (Right to buy)	$0.6875	03/10/1997		M			8,000	08/03/1990	08/03/1998	Common Stock	8,000	$0.6875	88,000	D
Stock Options (Right to buy)	$0.6875	03/17/1997		M			8,000	08/03/1990	08/03/1998	Common Stock	8,000	$0.6875	80,000	D
Stock Options (Right to buy)	$0.6875	03/19/1997		M			8,000	08/03/1990	08/03/1998	Common Stock	8,000	$0.6875	72,000	D
Stock Options (Right to buy)	$0.6875	03/20/1997		M			12,000	08/03/1990	08/03/1998	Common Stock	12,000	$0.6875	60,000	D
Stock Options (Right to buy)	$2.1406	04/09/1997		A		800,000		04/09/1999	04/09/2007	Common Stock	800,000	$2.1406	800,000	D
Stock Options (Right to buy)	$0.6875	09/08/1997		M			4,000	08/03/1990	08/03/1998	Common Stock	4,000	$0.6875	56,000	D
Stock Options (Right to buy)	$0.6875	09/09/1997		M			4,000	08/03/1990	08/03/1998	Common Stock	4,000	$0.6875	52,000	D
Stock Options (Right to buy)	$0.6875	09/10/1997		M			4,000	08/03/1990	08/03/1998	Common Stock	4,000	$0.6875	48,000	D
Stock Options (Right to buy)	$0.6875	09/11/1997		M			1,200	08/03/1990	08/03/1998	Common Stock	1,200	$0.6875	46,800	D
Stock Options (Right to buy)	$0.6875	09/18/1997		M			46,800	08/03/1990	08/03/1998	Common Stock	46,800	$0.6875	0	D

Explanation of Responses:

1. The number of options, the exercise price and the number of shares of common stock reflected herein have been adjusted to reflect a three-for-two stock split effected in February 1992 and three two-for-one stock splits effected in September 1997, January 1999 and April 2000.

	Robert W. Jewett, Attorney-in-fact	04/13/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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