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): September 14, 2005

Hooper Holmes, Inc.

(Exact name of registrant as specified in 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)

Registrant’s telephone number, including area code (908) 766-5000

Not Applicable

(Former names 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))

Item 1.01. Entry into a Material Definitive Agreement.

On September 14, 2005, Hooper Holmes, Inc. (the “Company”) and Fred Lash entered into a letter agreement that provides for Mr. Lash’s making his services available, at reasonable times, from the effective date of his resignation as the Company’s Chief Financial Officer (i.e., September 15, 2005) through the end of 2005. The Company is to pay Mr. Lash $60,000, less lawful withholdings, within ten days following September 15, 2005 in consideration for his making himself available to the Company during this time.

The letter agreement reflects a modification of the terms of the Severance and Release Agreement entered into by the Company and Mr. Lash in mid-July. Under the Severance and Release Agreement, Mr. Lash agreed to make himself reasonably available to the Company, to the extent necessary, to transition his successor, for a period of up to 90 days following the effective date of such agreement. The Severance and Release Agreement is otherwise unaffected. A copy of the Severance and Release Agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 19, 2005 and is incorporated herein by reference.

A copy of the letter agreement is filed as Exhibit 10.1 to this Current report on Form 8-K.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(c) On September 16, 2004, Mr. Joseph A. Marone, the Company’s Controller and a Vice President, agreed to assume additional responsibilities as the Company’s acting Chief Financial Officer. Mr. Marone, age 50, has been an employee of the Company since 1990. He has served as Controller since 1992 and as a Vice President since 1999. The Company announced Mr. Marone’s appointment as acting Chief Financial Officer in a press release issued on September 16, 2005, which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
10.1	Letter Agreement, dated September 14, 2005, by and between Hooper Holmes, Inc. and Fred Lash
99.1	Press release, dated September 16, 2005, regarding the appointment of Joseph A. Marone as acting Chief Financial Officer

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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.
Date:	September 20, 2005	By:	/s/ Robert W. Jewett
			Robert W. Jewett
			Senior Vice President and General Counsel

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EX-10.1

EXHIBIT 10.1

September 14, 2005

Mr. Fred Lash

Hooper Holmes, Inc.

170 Mt. Airy Road

Basking Ridge, NJ 07920

Dear Fred:

This letter will confirm our recent conversation and supersedes the letter from Quentin J. Kennedy, Chairman of the Audit Committee, dated August 17, 2005 and countersigned by you.

Hooper Holmes, Inc. (“the Company”) is desirous of you making your services available, at reasonable times, from September 15, 2005 through the end of the year. In consideration of you making yourself available, the Company will pay you the sum of $60,000, less lawful withholdings, within ten (10) days following September 15, 2005.

If you are in agreement with the foregoing, please sign and return the enclosed copy of this letter.

Sincerely,

/s/ Benjamin A. Currier

Benjamin A. Currier

Interim Chief Executive Officer & Chairman of the Board

Agreed:

/s/ Fred Lash

Fred Lash

EX-99.1

EXHIBIT 99.1

Hooper Holmes

Robert William Jewett

Senior Vice President & General Counsel

(908) 766-5000

Financial Dynamics

Investors: Jonathan Birt/John Capodanno

Media: Sean Leous

(212) 850-5600

HOOPER HOLMES ANNOUNCES APPOINTMENT OF ACTING

CHIEF FINANCIAL OFFICER

BASKING RIDGE, N.J., September 16, 2005 – Hooper Holmes, Inc. (AMEX:HH) today announced that Mr. Joseph A. Marone, Vice President and Controller of the Company, has been appointed Acting Chief Financial Officer effective immediately. The Company had previously announced that Fred Lash had resigned as Chief Financial Officer effective September 15, 2005.

Mr. Marone, age 50, has been an employee of the Company since 1990 and has served as Controller since 1992 and as a Vice President since 1999.

About Hooper Holmes, Inc.:

Hooper Holmes provides outsourced risk assessment services to the life insurance industry through over 265 locations nationwide and in the United Kingdom, as well as claims evaluation information services to the automobile and workers’ compensation insurance industries.

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