SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

EnterAspen LTD

(Last)

(First)

(Middle)

152 WEST 57TH STREET

39TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2008

3. Issuer Name and Ticker or Trading Symbol
HANCOCK FABRICS INC [ HKFIQ.PK ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,194,810	D⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrants (right to buy)	08/01/2008	08/01/2013	Common Stock	1,490,050	$1.12	D⁽²⁾

Explanation of Responses:

1. All of the 1,194,810 shares reported in Table I are held of record by EnterAspen Limited ("EnterAspen"). Of such shares, EnterAspen shares voting control and dispositive authority with respect to 508,460 of such shares with Aspen Advisors LLC, a Delaware limited liability company and investment adviser to EnterAspen ("Aspen Advisors"), and Nikos Hecht, the managing member of Aspen Advisors. In addition, EnterAspen shares voting and dispositive authority with respect to 686,350 of such shares with Sopris Capital Advisors, LLC, a Delaware limited liability company and investment advisor to EnterAspen ("Sopris Advisors"), and Nikos Hecht as the managing member of Sopris Advisors. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, any such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

2. All of the warrants to purchase 1,490,050 shares reported in Table II are held of record by EnterAspen. Of such securities, EnterAspen shares voting control and dispositive authority with respect to warrants to purchase 841,219 of such shares with Aspen Advisors, and Nikos Hecht, the managing member of Aspen Advisors. In addition, EnterAspen shares voting and dispositive authority with respect to warrants to purchase 648,831 of such shares with Sopris Advisors, and Nikos Hecht as the managing member of Sopris Advisors. Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has a pecuniary interest, in any such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks:

	ENTERASPEN LIMITED By: ASPEN ADVISORS LLC Its Attorney-in-fact with respect to accounts managed by Aspen Advisors LLC By:/s/ Nikos Hecht, Managing Member	08/15/2008
	ENTERASPEN LIMITED By: SOPRIS CAPITAL ADVISORS, LLC Its Attorney-in-fact with respect to accounts managed by Sopris Capital Advisors, LLC By:/s/ Nikos Hecht, Managing Member	08/15/2008
	** 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 5 (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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