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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 3
Name of Issuer: Hanover Direct, Inc.
Title of Class of Securities: Common Stock, $0.66 2/3 par
value
CUSIP Number: 440506 10 3
(Date of Event Which Requires Filing of this Statement)
December 31, 1998
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 Number: 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. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
4,492,950
6. Shared Voting Power:
33,928,900
7. Sole Dispositive Power:
4,492,950
8. Shared Dispositive Power:
33,928,900
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
38,421,850
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
18.23%
12. Type of Reporting Person
IN
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CUSIP Number: 440506 10 3
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Regan Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
New Jersey
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
21,890,500
7. Sole Dispositive Power:
8. Shared Dispositive Power:
21,890,500
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
21,890,500
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
10.4%
12. Type of Reporting Person
PN
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CUSIP Number: 440506 10 3
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Regan International Fund Limited
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
12,038,400
7. Sole Dispositive Power:
8. Shared Dispositive Power:
12,038,400
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
12,038,400
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
5.7%
12. Type of Reporting Person
CO
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CUSIP Number: 440506 10 3
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Regan Fund Management Ltd.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
12,038,400
7. Sole Dispositive Power:
8. Shared Dispositive Power:
12,038,400
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
12,038,400
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
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11. Percent of Class Represented by Amount in Row (9)
5.7%
12. Type of Reporting Person
CO
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Item 1(a) Name of Issuer: Hanover Direct, Inc.
(b) Address of Issuer's Principal Executive Offices:
1500 Harbor Blvd.
Weehawken, New Jersey 07087
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Basil P. Regan, Regan Partners, L.P. and Regan
Fund Management Ltd.
6 East 43rd St.
New York, New York 10017
Regan International Fund Limited
c/o HWR Services Limited
P.O. Box 71
Craigmuir Chambers
Road Town, Tortola
British Virgin Islands
Basil P. Regan - United States citizen
Regan Partners, L.P. - New Jersey limited
partnership
Regan International Fund Limited - British Virgin
Islands corporation
Regan Fund Management Ltd. - New York corporation
(d) Title of Class of Securities: Common Stock, $0.66
2/3 par value
(e) CUSIP Number: 440506 10 3
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15 of
the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act,
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(d) / / Investment Company registered under Section 8
of the Investment Company Act,
(e) / / Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. /X/
Item 4. Ownership.
(a) Amount Beneficially Owned: 38,421,850 shares
owned by Basil P. Regan; 21,890,500 shares
owned by Regan Partners, L.P.; 12,038,400
shares owned by Regan International Fund
Limited and Regan Fund Management Ltd.
(b) Percent of Class: 18.23% by Basil P.Regan;
10.4% by Regan Partners, L.P.; 5.7% by Regan
International Fund Limited and Regan Fund
Management Ltd.
(c) Basil P. Regan: 38,421,850 shares with shared
power to vote or to direct the vote; 4,492,950
shares with sole power to vote or to direct the
vote; 38,421,850 shares with shared power to
dispose or to direct the disposition of;
4,492,950 shares with the sole power to dispose
or to direct the disposition of
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Regan Partners, L.P.: 21,890,500 shares with
shared power to vote or to direct the vote; 0
shares with sole power to vote or to direct the
vote; 21,890,500 shares with shared power to
dispose or to direct the disposition of; 0
shares with the sole power to dispose or to
direct the disposition of
Regan International Fund Limited and Regan Fund
Management Ltd: 12,038,400 shares with shared
power to vote or to direct the vote; 0 shares
with sole power to vote or to direct the vote;
12,038,400 shares with shared power to dispose
or to direct the disposition of; 0 shares with
the sole power to dispose or to direct the
disposition of
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the Parent
Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10.
Certification for Rule 13d-1(c): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
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were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is
true, complete and correct.
REGAN PARTNERS, L.P.
By: /s/ Basil P. Regan
_________________________
Basil P. Regan, General Partner
REGAN INTERNATIONAL FUND LIMITED
By: Regan Fund Management Ltd.
By: /s/ Basil P. Regan
____________________________
Basil P. Regan, President
REGAN FUND MANAGEMENT LTD.
By: /s/ Basil P. Regan
____________________________
Basil P. Regan, President
/s/ Basil P. Regan
_________________________
Basil P. Regan
January 21, 1999
__________________
Date
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AGREEMENT
The undersigned agree that this Schedule 13G dated
January 21, 1999 relating to the Common Stock of Hanover
Direct, Inc. shall be filed on behalf of the undersigned.
REGAN PARTNERS, L.P.
By: /s/ Basil P. Regan
_______________________________
Basil P. Regan, General Partner
REGAN INTERNATIONAL FUND LIMITED
By: Regan Fund Management Ltd.
By: /s/ Basil P. Regan
____________________________
Basil P. Regan, President
REGAN FUND MANAGEMENT LTD.
By: /s/ Basil P. Regan
____________________________
Basil P. Regan, President
/s/ Basil P. Regan
_______________________________
Basil P. Regan
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01394002.AN2
