8-K

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) March 4, 2006

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 officers) (zip)

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

None

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

FORM 8-K

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

(b) Departure of Director

On March 4, 2006, Leslie Hudson notified Hooper Holmes, Inc. (the “Company”) that he intended to resign from the Company’s Board of Directors, effective as of May 23, 2006. A copy of Mr. Hudson’s letter to the Chair of the Company’s Board of Directors confirming such intention is filed as exhibit 10.1 to this current report on Form 8-K.

Item 9.01(d) Exhibits

Exhibit No.	Description
10.1	Letter of Resignation of Leslie Hudson, sent March 7, 2006.

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.
By:	/s/ Robert W. Jewett
	Robert W. Jewett
	Secretary and General Counsel

Date: March 8, 2006

EX-10.1

EXHIBIT 10.1

Mr. Ben Currier,
Chairman,

Board of Directors,

Hooper Holmes Inc.,

Basking Ridge, NJ.

Dear Ben,

I wish to submit my resignation from membership of the Board of Directors of Hooper Holmes.

My initial recruitment to the Board was motivated by the business strategy of Hooper Holmes which included an aspiration to move into new business areas, in particular, expansion of the Company’s business base towards the support of clinical trials and data processing that would be of value to the pharmaceutical industry. Early in the summer of 2005 the Board and previous CEO of Hooper Holmes made the decision that the Company’s balance sheet and expertise base did not support an early entry into the activities for which my expertise had been sought.

As a Board Member, and by that time able to understand the Company’s challenges with greater clarity, I fully supported the decision. Thereafter, I tended my resignation to you as Chairman of the Board, as my knowledge of the insurance industry business process is minimal. After a discussion with you, I agreed to stay on the Board until a new CEO was appointed, thus avoiding the impression that I did not fully support the actions of the Board.

In large part through your own excellent efforts, we set in place a transition process and secured a new CEO who has the experience and qualifications to provide the Company with excellent leadership. I feel that I have fulfilled my undertaking to you and the Board and so have decided to resign upon the 12 month anniversary of my election which will be May 23, 2006.

With my kind personal regards,

Yours sincerely,

Les.

Dr. Leslie Hudson

President & CEO

DOV Pharmaceutical, Inc.

433 Hackensack Avenue

Hackensack NJ 07601