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

In this report, the terms "Hooper Holmes," "Company," "we," "us" and "our" refer to Hooper Holmes, Inc. and its subsidiaries.

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. When used in this Report, the words "expects," "anticipates," "believes," "estimates," "plans," "intends," "could," "will," "may" and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include statements as to our operating results, revenues, sources of revenues, cost of revenues, gross margins, net and operating losses, our new IT system, our new imaging platform, our expansion of managed scheduling, and the expansion of certain business units. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expected.

The section of our 2008 annual report on Form 10-K entitled "Risk Factors" discusses some of these and other important risks that may affect our business, results of operations, cash flows and financial condition. The risks described above and the risks described in the "Risk Factors" section and similar discussions in our other filings with the Securities and Exchange Commission ("SEC") include, but are not limited to risks related to customer concerns about our financial health, our limited or negative cash flows, our liquidity, future claims arising from the sale of certain of our businesses, declines in our business, our competitive disadvantage, and our ability to successfully implement cost reduction initiatives. 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 including, without limitation, to reflect subsequent events or circumstances.

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Overview

We currently engage in several lines of business that are managed as one division: the Health Information Division.

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

· 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 - 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 - provides risk management solutions and underwriting services to reinsurance companies and insurance carriers in the life, health and annuity insurance industry.

Our core Portamedic paramedical examination business accounted for approximately 73.8% and 71.3% of our total consolidated revenues for the three month periods ended March 31, 2009 and 2008, respectively.

Highlights for the First Quarter 2009