8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

           -----------------------------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 19, 2001
                                                         ---------------------

                              HANOVER DIRECT, INC.
          -------------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                                     1-12082
                       ----------------------------------
                            (COMMISSION FILE NUMBER)

                DELAWARE                                    13-0853260
   -----------------------------------              ----------------------------
      (STATE OR OTHER JURISDICTION                        (I.R.S. EMPLOYER
            OF INCORPORATION)                          IDENTIFICATION NUMBER)

          1500 HARBOR BOULEVARD
          WEEHAWKEN, NEW JERSEY                                 07087
   -----------------------------------                     --------------
          (ADDRESS OF PRINCIPAL                              (ZIP CODE)
           EXECUTIVE OFFICES)



       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 863-7300
                                                           -------------------


 -------------------------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)



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ITEM 5.  OTHER EVENTS.

         Hanover Direct, Inc. has terminated effective as of the 30th day of
December, 2000 the Intercompany Services Agreement effective as of the 27th day
of December, 1998 by and between erizon, Inc., a Delaware corporation which is a
subsidiary of the Registrant, and Hanover Brands, Inc., a Delaware corporation
which is a subsidiary of the Registrant, as set forth in the Amendment to
Intercompany Services Agreement attached hereto as EXHIBIT A.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                  EXHIBITS.

(c) Exhibits.

         EXHIBIT A - Amendment effective as of the 30th day of December, 2000
to that certain Intercompany Services Agreement effective as of the 27th day of
December, 1998 by and between erizon, Inc., a Delaware corporation which is a
subsidiary of the Registrant, and Hanover Brands, Inc., a Delaware corporation
which is a subsidiary of the Registrant






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                                   SIGNATURES

              Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                       HANOVER DIRECT, INC.
                                       -------------------------------------
                                                  (Registrant)

January 19, 2001                       By:    /s/Brian C. Harriss
                                       -------------------------------------
                                       Name:  Brian C. Harriss
                                       Title: Senior Vice President and
                                              Chief Financial Officer

EX-99.A

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                                                                       EXHIBIT A


                                  AMENDMENT TO
                         INTERCOMPANY SERVICES AGREEMENT
                                 BY AND BETWEEN
                                  ERIZON, INC.
                                       AND
                              HANOVER BRANDS, INC.



         This AMENDMENT (this "Amendment") is effective as of the 30th day of
December, 2000 (the "Termination Effective Date") to that certain INTERCOMPANY
SERVICES AGREEMENT (the "Agreement") effective as of the 27th day of December,
1998 by and between erizon, Inc., a Delaware corporation which is a subsidiary
of Hanover Direct, Inc. ("Hanover") with a principal place of business located
at 101 Kindig Lane, Hanover, Pennsylvania ("ERIZON"), and Hanover Brands, Inc.,
a Delaware corporation which is a subsidiary of Hanover with a principal place
of business located at 1500 Harbor Boulevard, Weehawken, New Jersey ("BRANDS").
Capitalized terms used herein without definition shall have the meanings set
forth in the Agreement.


                               W I T N E S S E T H


         WHEREAS, BRANDS and ERIZON are parties to the Agreement and Brands
and/or the Brands Division have performed the Brands Obligations specified in
Section 4 thereof since December 27, 1998 and ERIZON has provided fulfillment
and other services respecting the BRANDS Program for a certain Term (as defined
therein); and

         WHEREAS, subject to the terms and conditions herein contained, the
parties desire to terminate the Agreement as set forth herein;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, ERIZON and BRANDS hereby agree as follows:

   1.1   TERMINATION. The parties agree that, notwithstanding the provisions
of the Agreement, the Term of the Agreement shall terminate and expire at the
close of business on December 30, 2000. As contemplated by Section 13.15 of the
Agreement, the parties agree that the following Sections of the Agreement shall
survive such termination and expiration: 1 (Definitions), 6 (Payment
Obligations), 7 (Proprietary and Related Rights), 8 (Indemnities), 9
(Warranties), 10 (Limitation of Liability), 11 (Dispute Resolution), 13.2
(Hiring of Employees), 13.6 (New York Law), 13.8 (Notices), 13.13 (Services for
Others), 13.15 (Survival), 13.16 (Remedies) and 13.21 (Attorneys' Fees and
Litigation Expenses) as well as Section 12.3.7 (Rights Upon Termination).

   1.2   NEW YORK LAW. This Amendment to the Agreement and performance
hereunder shall be governed by the laws of the State of New York without
reference to such state's conflict

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of laws principles.

   1.3  SEVERABILITY. Should any provision of this Amendment be determined to
be void, invalid or otherwise unenforceable by any court of competent
jurisdiction, it is to that extent to be deemed omitted, and such determination
shall not affect the remaining provisions hereof, which shall remain in full
force and effect.

   1.4  COUNTERPARTS. This Amendment to the Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute the same agreement.

   1.5  HEADINGS. The section headings used herein are for reference and
convenience only and shall not enter into the interpretation hereof.

         IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to
the Agreement to be executed by their duly authorized representatives as of the
date first written above.




HANOVER BRANDS, INC.                         ERIZON, INC.


By:   /s/ Frank Lengers                      By: /s/ Brian C. Harriss
   -----------------------------------          --------------------------------
      Frank Lengers                                Brian C. Harriss
      Vice President                               President