HARTE HANKS INC — Director's Dealing 2009

Jan 23, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARTE HANKS INC (HHS)
CIK: 0000045919
Period of Report: 2009-01-23

Reporting Person: FRANKLIN LARRY (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-23	Common Stock	M	3000	$1.3333	Acquired	1749691	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-23	Stock Option (right to buy)	$1.3333	M	3000	Disposed	2009-01-25	Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	844938	Indirect

Footnotes

F1: The Reporting Person satisfied the applicable exercise price and taxes from the option exercise in cash. Accordingly, the Reporting Person retained all underlying shares of common stock received by the Reporting Person in connection with his option exercise.

F2: These options were granted pursuant to the Harte-Hanks Amended and Restated 1991 Stock Option Plan.