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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.: 1*
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)
October 28, 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
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:
9,040,000
8. Shared Voting Power:
4,171,400
9. Sole Dispositive Power:
9,040,000
10. Shared Dispositive Power:
4,171,400
11. Aggregate Amount Beneficially Owned by Each Reporting Person
13,211,400
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12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
6.60%
14. Type of Reporting Person
IN
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The purpose of this Schedule 13D is to report a material increase
in 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") from 5.05% to 6.60% of the Shares
outstanding.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Person is deemed to
beneficially own 13,211,400 Shares. All 13,211,400
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 $17,438,493. 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
No change.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 13,211,400 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 6.60% of the outstanding
Shares. The Reporting Person has the sole or shared
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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 October 28, 1997 through the date of this
filing were effected in open-market transactions and are
set forth in Exhibit A hereto.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
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 October 28, 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
November 6, 1997
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Exhibit A
SCHEDULE OF TRANSACTIONS
Price Per Share Number of Shares
Date (excluding commission) Purchased or (Sold)
____ __________________________ _____________________
9/18/97 $1.256 200,000
9/19/97 1.375 100,000
9/22/97 1.375 50,000
9/26/97 1.3125 25,000
9/29/97 1.295 553,200
9/30/97 1.495 668,000
10/2/97 1.557 55,000
10/3/97 1.612 125,000
10/6/97 1.591 75,000
10/7/97 1.62 75,000
10/8/97 1.653 75,000
10/28/97 1.439 142,700
10/29/97 1.426 121,200
10/30/97 1.408 73,200
10/31/97 1.573 722,000
11/3/97 1.625 50,000
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01394002.AF8
