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

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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^*

NICHOLSON JAMES BRUCE

(Last)

(First)

(Middle)

500 KIRTS BOULEVARD

(Street)

TROY

48084

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HANDLEMAN CO /MI/ [ HDL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2004

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 one cent par value	04/07/2004		M		1,500	A	$6.8125	13,443	D
Common stock one cent par value	04/07/2004		F		395⁽¹⁾	D⁽¹⁾	$25.855	13,048	D
Common stock one cent par value	04/07/2004		M		1,500	A	$14.375	14,548	D
Common stock one cent par value	04/07/2004		F		834⁽²⁾	D⁽²⁾	$25.855	13,714	D

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)
Director stock option (right to buy)	$6.8125	04/07/2004		M			1,500	⁽³⁾	09/08/2008	Common stock one cent par value	1,500	$0	0	D
Director stock option (right to buy)	$14.375	04/07/2004		M			1,500	⁽⁴⁾	09/08/2009	Common stock one cent par value	1,500	$0	0	D

Explanation of Responses:

1. Payment of the exercise price on the 1,500 options exercised on 04/07/2004 (exercise price of $6.8125 per share) by withholding 395 shares of common stock incident to the exercise of the options issued in accordance with rule 16b-3.

2. Payment of the exercise price on the 1,500 options exercised on 04/07/2004 (exercise price of $14.375 per share) by withholding 834 shares of common stock incident to the exercise of the options issued in accordance with rule 16b-3.

3. One third of the shares were exercisable on or after September 8, 1999; two thirds were exercisable on or after September 8, 2000; 100% of the shares were exercisable September 8, 2001.

4. One third of the shares were exercisable on or after September 8, 2000; two thirds were exercisable on or after September 8, 2001; 100% of the shares were exercisable September 8, 2002.

Remarks:

Exhibit List ------- Exhibit 24 Power of Attorney

	James B. Nicholson by Kenneth P. Kartje Attorney-In-Fact	04/09/2004
	** 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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