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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.: 2
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)
November 24, 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:
10,558,500
8. Shared Voting Power:
5,297,400
9. Sole Dispositive Power:
10,558,500
10. Shared Dispositive Power:
5,297,400
11. Aggregate Amount Beneficially Owned by Each Reporting Person
15,855,900
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)
7.93%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 2 to the previously filed
Schedule 13D is to report that the deemed beneficial 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") has increased from 6.60% to 7.93% of the Shares
outstanding.
Item 1. Security and Issuer
No change.
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. and is a general partner of Athena
Partners, L.P., each of which is a New Jersey limited
partnership (the "Partnerships"), 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.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Person is deemed to
beneficially own 15,855,900 Shares. All 15,855,900
Shares are held by either the Partnerships, 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 $23,450,020.99. The
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funds for the purchase of the Shares held in the
Partnerships, 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 Partnerships, 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 15,855,900 Shares. Based on
the Issuer's filing on Form 10-Q on November 12, 1997,
as of November 4, 1997 there were 200,000,553 Shares
outstanding. Therefore, the the Reporting Person is
deemed to beneficially own 7.93% 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 since the most recent
filing on Schedule 13D 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 since
the most recent filing on Schedule 13D 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
December 4, 1997
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Exhibit A
SCHEDULE OF TRANSACTIONS
Price Per Share Number of Shares
Date (excluding commission) Purchased or (Sold)
____ __________________________ _____________________
11/5/97 $1.625 100,000
11/5/97 1.656 50,000
11/6/97 1.740 30,000
11/6/97 1.875 50,000
11/7/97 1.84 45,000
11/7/97 1.875 25,000
11/7/97 1.766 27,300
11/10/97 2 50,000
11/10/97 1.962 35,900
11/10/97 2.0625 25,000
11/11/97 2 51,500
11/11/97 2.0375 25,000
11/11/97 2.011 25,000
11/12/97 2.1875 55,000
11/12/97 2.109 33,700
11/12/97 2 23,500
11/12/97 2.125 25,000
11/13/97 2.1875 25,000
11/13/97 2.2185 25,000
11/13/97 2.090 50,000
11/13/97 2.167 75,000
11/14/97 2.25 200,000
11/14/97 2.265 125,000
11/14/97 2.375 25,000
11/17/97 2.422 100,000
11/17/97 2.5 25,000
11/17/97 2.375 38,600
11/17/97 2.4975 25,000
11/17/97 2.3535 38,100
11/18/97 2.375 36,400
11/18/97 2.4275 75,000
11/18/97 2.5 25,000
11/18/97 2.469 50,000
11/19/97 2.3125 50,000
11/19/97 2.302 25,000
11/19/97 2.25 50,000
11/19/97 2.125 3,100
11/20/97 2.375 20,000
11/20/97 2.328 25,000
11/20/97 2.3125 34,900
11/20/97 2.1861 21,900
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11/21/97 2.421 25,000
11/21/97 2.41 20,900
11/21/97 2.4375 25,000
11/24/97 2.3865 125,000
11/24/97 2.25 25,000
11/24/97 2.375 75,000
11/25/97 2.3125 25,000
11/25/97 2.389 49,900
11/25/97 2.344 50,000
11/26/97 2.315 20,800
11/28/97 2.478 63,200
11/28/97 2.375 25,000
11/28/97 2.469 150,000
12/1/97 2.5 25,000
12/1/97 2.495 25,000
12/2/97 2.375 50,000
12/2/97 2.424 19,800
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01394002.AG5
