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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: *
Name of Issuer: Hanover Direct, Inc.
Title of Class of Securities: Common Stock, $0.66 2/3 par value
CUSIP Number: 440506 10 3
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Peter Woodward, c/o Regan Partners, L.P., 6 East 43rd Street
New York, New York 10017; (212) 661-3442
(Date of Event which Requires Filing of this Statement)
August 29, 1997
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.: 440506 10 3
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Basil P. Regan
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
7,530,700
8. Shared Voting Power:
2,570,400
9. Sole Dispositive Power:
7,530,700
10. Shared Dispositive Power:
2,570,400
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,101,100
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
5.05%
14. Type of Reporting Person
IN
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The purpose of this Schedule 13D is to report the ownership of
Basil P. Regan (the "Reporting Person") in the Common Stock,
$0.66 2/3 par value (the "Shares"), of Hanover Direct, Inc. (the
"Issuer") of 5.05% of the Shares outstanding.
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Common Stock, $0.66 2/3 par
value, in Hanover Direct, Inc.
The name and address of the principal executive and
business office of the Issuer is:
Hanover Direct, Inc.
1500 Harbor Blvd.
Weehawken, New Jersey 07087
Item 2. Identity and Background
This statement is being filed on behalf of the Reporting
Person. The Reporting Person is the general partner of
Regan Partners, L.P., a New Jersey limited partnership
(the "Partnership"), and is the principal of Regan Fund
Management Ltd., a New York corporation. Regan Fund
Management Ltd. is the investment manager of Regan
International Fund Limited, a British Virgin Islands
Corporation (the "International Fund"), and has
investment discretion over certain managed accounts, one
of which holds Shares of the Issuer (the "managed
account").
The Reporting Person has not, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
The Reporting Person has not, during the last five
years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
The Reporting Person is a citizen of the United States
of America.
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Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Person is deemed to
beneficially own 10,101,100 Shares. All 10,101,100
Shares are held by either the Partnership, the
International Fund, the managed account, the Reporting
Person or an account over which the Reporting Person has
investment discretion. All of the Shares were purchased
in open market transactions. The Shares were purchased
for an aggregate purchase price of $12,770,750. The
funds for the purchase of the Shares held in the
Partnership, the International Fund, the managed account
and the account over which the Reporting Person has
investment discretion have come from the working capital
of the Partnership, the International Fund, the managed
account or the account over which the Reporting Person
has investment discretion. The funds for the purchase
of the Shares held by the Reporting Person came from the
Reporting Person's own funds. No funds were borrowed to
purchase any of the Shares.
Item 4. Purpose of Transactions
The Shares deemed to be beneficially owned by the
Reporting Person were acquired for, and are being held
for, investment purposes. The Reporting Person has no
plan or proposal which relates to, or would result in,
any of the actions enumerated in Item 4 of the
instructions to Schedule 13D.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 10,101,100 Shares. Based on
the Issuer's filing on Form 10-Q on August 12, 1997, as
of August 5, 1997 there were 200,055,322 Shares
outstanding. Therefore, the the Reporting Person is
deemed to beneficially own 5.05% of the outstanding
Shares. The Reporting Person has the sole or shared
power to vote, direct the vote, dispose of or direct the
disposition of all the Shares that he is deemed to
beneficially own. All transactions in the Shares
effected by the Reporting Person during the sixty days
prior to August 29, 1997 through the date of this filing
were effected in open-market transactions and are set
forth in Exhibit A hereto.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Reporting Person has no contract, arrangement,
understanding or relationship with any person with
respect to the Shares.
Item 7. Material to be Filed as Exhibits
A description of the transactions in the Shares
that were effected by the Reporting Person during
the 60 days prior to August 29, 1997 through the
date of this filing is filed herewith as Exhibit A.
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Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
/s/ Basil P. Regan
_________________________________
Basil P. Regan
September 8, 1997
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Exhibit A
SCHEDULE OF TRANSACTIONS
Price Per Share Number of Shares
Date (excluding commission) Purchased or (Sold)
____ __________________________ _____________________
6/30 $1.083 150,000
6/30 1.025 100,000
6/30 1.0625 100,000
6/30 1.125 200,000
7/1 1.1875 375,000
7/2 1.182 100,000
7/3 1.125 100,000
7/3 0.8125 50,000
7/3 1.158 100,000
7/3 1.223 200,000
7/7 1.267 170,000
7/7 1.25 65,000
7/7 1.3125 30,000
7/7 1.375 130,000
7/8 1.4375 200,000
7/8 1.500 375,000
7/9 1.4375 100,000
7/10 1.432 200,000
7/10 1.500 100,000
7/10 1.4375 175,000
7/11 1.4375 75,000
7/11 1.420 50,000
7/11 1.4360 100,000
7/14 1.375 150,000
7/15 1.310 100,000
7/16 1.4375 250,000
7/16 1.500 200,000
7/16 1.394 100,000
7/17 1.499 70,000
7/17 1.500 235,000
7/17 1.5625 50,000
7/18 1.5625 50,000
7/18 1.625 75,000
7/21 1.6125 75,000
7/21 1.625 35,000
7/22 1.625 92,900
7/22 1.594 50,000
7/22 1.5625 7,100
7/23 1.5625 100,000
7/24 1.500 225,000
7/25 1.500 150,000
7/28 1.5525 90,000
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7/28 1.5625 50,000
7/29 1.5625 150,000
7/30 1.625 50,000
7/30 1.612 75,000
7/31 1.625 50,000
7/31 1.5625 63,500
8/1 1.625 50,000
8/1 1.622 42,000
8/4 1.625 94,900
8/6 1.5625 35,000
8/7 1.375 25,000
8/11 1.408 50,000
8/14 1.500 75,000
8/14 1.5625 10,000
8/15 1.500 75,000
8/18 1.479 25,000
8/22 1.1875 20,000
8/26 1.250 25,000
8/28 1.3125 25,000
8/29 1.5405 50,000
8/29 1.500 75,000
8/29 1.4375 700
9/2 1.4375 25,000
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01394002.AF3
