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^*

LASH FRED

(Last)

(First)

(Middle)

14 MIRADOR CT

(Street)

DENVILLE

07834

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President, CFO & T

3. Date of Earliest Transaction (Month/Day/Year)
11/20/1995

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	03/20/2000		M		44,000⁽¹⁾	A	$1.8675	44,000	D
Common Stock	03/20/2000		S		44,000	D	$17.9094	0	D
Common Stock	03/30/2000		M		10,000	A	$1.4844	10,000	D
Common Stock	03/30/2000		S		10,000	D	$16.0237	0	D
Common Stock	03/31/2000		M		20,000	A	$1.4844	20,000	D
Common Stock	03/31/2000		S		20,000	D	$16.36	0	D
Common Stock	08/04/2000		M		24,000	A	$1.4844	24,000	D
Common Stock	08/04/2000		M		30,000	A	$1.4844	54,000	D
Common Stock	08/04/2000		S		24,000	D	$12.5	30,000	D
Common Stock	08/04/2000		S		30,000	D	$13.3813	0	D
Common Stock	06/06/2001		M		10,000	A	$0.9844	10,000	D
Common Stock	06/06/2001		S		10,000	D	$10.2548	0	D
Common Stock	06/07/2001		M		10,000	A	$0.9844	10,000	D
Common Stock	06/07/2001		S		10,000	D	$10.3576	0	D
Common Stock	06/08/2001		M		10,000	A	$0.9844	10,000	D
Common Stock	06/08/2001		S		10,000	D	$10.3576	0	D
Common Stock	06/11/2001		M		10,000	A	$0.9844	10,000	D
Common Stock	06/11/2001		S		10,000	D	$10.25	0	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)
Stock Options (Right to buy)	$1	11/20/1995		A		120,000⁽¹⁾		11/20/1997	11/20/2005	Common Stock	120,000	$1	120,000	D
Stock Options (Right to buy)	$2.0313	01/28/1997		A		160,000		01/28/1999	01/28/2007	Common Stock	160,000	$2.0313	160,000	D
Stock Options (Right to buy)	$3.6875	02/06/1998		A		40,000		02/06/2000	02/06/2008	Common Stock	40,000	$3.6875	40,000	D
Stock Options (Right to buy)	$6.6875	12/21/1998		A		60,000		12/21/2000	12/21/2008	Common Stock	60,000	$6.6875	60,000	D
Stock Options (Right to buy)	$12.875	12/31/1999		A		40,000		12/31/2001	12/31/2009	Common Stock	40,000	$12.875	40,000	D
Stock Options (Right to buy)	$1.8675	03/20/2000		M			44,000	04/09/1995	04/09/2003	Common Stock	44,000	$1.8675	0	D
Stock Options (Right to buy)	$1.4844	03/30/2000		M			10,000	01/25/1996	01/25/2004	Common Stock	10,000	$1.4844	74,000	D
Stock Options (Right to buy)	$1.4844	03/31/2000		M			20,000	01/25/1996	01/25/2004	Common Stock	20,000	$1.4844	54,000	D
Stock Options (Right to buy)	$1.4844	08/04/2000		M			24,000	01/25/1996	01/25/2004	Common Stock	24,000	$1.4844	30,000	D
Stock Options (Right to buy)	$1.4844	08/04/2000		M			30,000	01/25/1996	01/25/2004	Common Stock	30,000	$1.4844	0	D
Stock Options (Right to buy)	$10.76	01/29/2001		A		50,000		01/29/2003	01/29/2011	Common Stock	50,000	$10.76	50,000	D
Stock Options (Right to buy)	$0.9844	06/06/2001		M			10,000	01/24/1997	01/24/2005	Common Stock	10,000	$0.9844	80,400	D
Stock Options (Right to buy)	$0.9844	06/07/2001		M			10,000	01/24/1997	01/24/2005	Common Stock	10,000	$0.9844	70,400	D
Stock Options (Right to buy)	$0.9844	06/08/2001		M			10,000	01/24/1997	01/24/2005	Common Stock	10,000	$0.9844	60,400	D
Stock Options (Right to buy)	$0.9844	06/11/2001		M			10,000	01/24/1997	01/24/2005	Common Stock	10,000	$0.9844	50,400	D
Stock Options (Right to buy)	$6.85	10/23/2001		A		25,000		10/23/2003	10/23/2011	Common Stock	25,000	$6.85	25,000	D
Stock Options (Right to buy)	$6.18	07/30/2002		A		30,000		07/30/2004	07/30/2012	Common Stock	30,000	$6.18	30,000	D
Stock Options (Right to buy)	$5.02	03/20/2003		A		60,000		03/20/2005	03/20/2013	Common Stock	60,000	$5.02	60,000	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 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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