SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kerr James

(Last)

(First)

(Middle)

5555 DARROW ROAD

(Street)

HUDSON

44236

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
JO-ANN STORES INC [ JAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								1,612 ^{( 1 )}	I	By Plan
Common Stock	09/03/2008		S		5,590	D	$24.6	28,513 ^{( 2 )}	D
Common Stock	09/03/2008		M		5,000 ^{( 3 )}	A	$18.91	33,513 ^{( 2 )}	D
Common Stock	09/03/2008		M		4,000 ^{( 4 )}	A	$14.31	37,513 ^{( 2 )}	D
Common Stock	09/03/2008		M		4,000 ^{( 5 )}	A	$10.94	41,513 ^{( 2 )}	D
Common Stock	09/03/2008		S		13,000	D	$24.6	28,513 ^{( 2 )}	D
Common Stock	09/04/2008		S		5,300	D	$25.6	23,213 ^{( 6 )}	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$18.91	09/03/2008		M			5,000	10/02/1999 ^{( 3 )}	10/02/2008	Common Stock	5,000	$0	0	D
Stock Options (Right to Buy)	$14.31	09/03/2008		M			4,000	12/16/1999 ^{( 4 )}	12/16/2008	Common Stock	4,000	$0	0	D
Stock Options (Right to Buy)	$10.94	09/03/2008		M			4,000	12/07/2000 ^{( 5 )}	12/07/2009	Common Stock	4,000	$0	0	D

Explanation of Responses:

1. Reflects routine accumulation of shares held by reporting person through the 401(k) benefit plan as of 7/31/2008, based on internal records.

2. Total includes 6,529 shares acquired through the company's Section 423 plan as of 7/31/2008.

3. The stock options vested 25% over four years, beginning 10/2/1999.

4. The stock options vested 25% over four years, beginning 12/16/1999.

5. The stock options vested 25% over four years, beginning 12/7/2000.

6. Total includes 1,229 shares acquired through the company's Section 423 plan as of 9/4/2008.

Remarks:

	/s/James Kerr	09/05/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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