ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, including, but not limited to, statements about our plans, strategies and prospects. Words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "estimates," "may," "will," "should," "could," "potential," "continue" and variations of these words or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on our management's current expectations, estimates and projections. We cannot assure you that we will achieve our plans, intentions or expectations. Certain important factors could cause actual results to differ materially from the forward-looking statements we make in this annual report. Representative examples of these factors include:

· customer concerns about our financial health stemming from the decline in our operating results and stock price, which may result in the loss of certain customers or a portion of their business;

· concerns about our financial health prompting prospective customers not to engage us, or make it far more challenging for us to compete for their business;

· our anticipated negative cash flow from operations limiting our ability to make the desired level of investment in our businesses;

The section of the Company's 2007 annual report entitled "Risk Factors" discusses these and other important risks that may affect our business, results of operations and financial condition. The factors listed above and the factors described in the "Risk Factors" section and similar discussion in our other filings with the Securities and Exchange Commission ("SEC") are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could have material adverse effects on our future results. Investors should consider these factors before deciding to make or maintain an investment in our securities. The forward-looking statements included in this quarterly report are based on information available to us as of the date of this report. We expressly disclaim any intent or obligation to update any forward-looking statements to reflect subsequent events or circumstances.

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Overview

Hooper Holmes, Inc. and its subsidiaries currently engage in businesses that are managed as two separate divisions: the Health Information Division and the Claims Evaluation Division.

Our Health Information Division (HID) consists of the following businesses:

· Portamedic - performs paramedical and medical examinations of individuals seeking insurance coverage, mainly life insurance;

· Infolink - conducts telephone interviews of individuals seeking life insurance coverage, and retrieves the medical records of such individuals, to gather much of the medical information needed in connection with the application process;

· Health & Wellness - established in 2007, conducts wellness screenings for health management companies, including wellness companies, disease management organizations and health plans;

· Heritage Labs - performs tests of blood, urine and/or oral fluid specimens, primarily generated in connection with the paramedical exams and wellness screenings performed by our Portamedic and Health & Wellness business units, and assembles and sells specimen collection kits; and

· Underwriting Solutions - is an insurance services organization which provides underwriting services to the insurance industry on an outsourced basis, without the mortality and morbidity risks.

Our Claims Evaluation Division (CED) consists of Hooper Evaluations, which provides claims evaluation services - principally independent medical exams, or IMEs - for property and casualty (P&C) insurance carriers, law firms, self-insureds and third-party administrators for use in processing personal injury accident claims.

Our Health Information Division accounted for 88.6% and 87.3% of our total revenues for the three month periods ended March 31, 2008 and 2007, respectively. Our core Portamedic paramedical examination business accounted for 69.7% of our HID revenues and 61.8% of our total revenues for the three months ended March 31, 2008, and 71.4% of our HID revenues and 62.3% of our total revenues for the three month period ended March 31, 2007. Our Claims Evaluation Division accounted for 11.4% and 12.7% of our total revenues for the three month periods ended March 31, 2008 and 2007, respectively.

Highlights for the First Quarter of 2008