8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 12, 2004

Hooper Holmes, Inc.

(Exact Name of Registrant as Specified in Its Charter)

New York	1-9972	22-1659359
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

170 Mt. Airy Road, Basking Ridge, New Jersey 07920

(Address of Principal Executive Offices) (Zip Code)

(908) 766-5000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 - Other Events

Item 8.01 Other Events

Hooper Holmes, Inc. announced, on October 12, 2004, that the Staff of the American Stock Exchange (Amex) has granted the Company’s request for a 10-day extension of time to October 22, 2004 to regain compliance with the Amex’s continued listing standards. See the Company’s current report on Form 8-K filed on August 25, 2004. A copy of this news release is attached as Exhibit 99.1.

Section 9- Financial Statements & Exhibits

Item 9.01 Financial Statements & Exhibits

(c) Exhibits

Exhibit 99.1- News release dated October 12, 2004

*********************

Hooper Holmes provides outsourced risk assessment services, including underwriting and claims information to the life, health, automobile, and workers’ compensation insurance industries. The Company provides these health information services through over 275 locations nationwide and in the United Kingdom.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Hooper Holmes, Inc.         (Registrant)
By:	/s/ Robert W. Jewett
	Robert W. Jewett
	Senior Vice President
	General Counsel and Secretary

Date: October 13, 2004

EXHIBIT INDEX

Exhibit Number	Description
99.1	News Release dated October 12, 2004

EX-99.1

EXHIBIT 99.1

News Release

170 Mt. Airy Road

Basking Ridge, NJ 07920

CONTACT:

Robert Jewett

General Counsel

908-766-5000

Investors: Lanie Marcus

Media: Sean Leous

Financial Dynamics

212-850-5600

AMEX GRANTS HOOPER HOLMES A 10-DAY EXTENSION TO MEET CONTINUED

LISTING STANDARDS

BASKING RIDGE, N.J., October 12, 2004 — Hooper Holmes, Inc. (AMEX: HH) announced today that the Staff of the American Stock Exchange (Amex) has granted the Company’s request for a 10-day extension of time to October 22, 2004 to regain compliance with the Amex’s continued listing standards.

As the Company disclosed in its quarterly report on Form 10-Q for the period ended June 30, 2004, the Company’s outside auditor, KPMG LLP, has not been able to complete its review of the Company’s financial statements included in that Form 10-Q due to the ongoing inquiry being conducted by the Company’s Audit Committee into certain charitable contributions and other Company expenditures made by or at the direction of the CEO. Because the outside auditor has not completed its review, the Amex considers the Form 10-Q not to have been timely filed. The timely filing of such reports is a condition for the Company’s continued listing on the Amex.

On August 24, 2004, the Staff of the Amex accepted the Company’s plan to bring itself into compliance with the Amex’s continued listing standards on or before October 12, 2004. The Company’s plan contemplated that, on or before that date, the Audit Committee’s inquiry would have been concluded, KPMG would have completed its review of the interim financial statements included in the Form 10-Q, and the Company would have filed an amended Form 10-Q indicating that KPMG had completed its review. However, the Audit Committee has not yet completed its inquiry and KPMG has not yet completed its review.

The Staff has granted this further 10-day extension subject to the condition that the Staff will review the Company’s amended June 30, 2004 Form 10-Q for compliance no later than October 22, 2004. The Staff indicated that if the Company’s independent auditors are unable to complete their review by that date, it will likely result in the Staff initiating delisting proceedings pursuant to Section 1009 of the Amex Company Guide.

Hooper Holmes provides outsourced risk assessment services, including underwriting and claims information to the life, health, automobile, and workers’ compensation insurance industries. The Company provides these health information services through over 275 locations nationwide and in the United Kingdom.