SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    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): NOVEMBER 18, 2002

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                              HANOVER DIRECT, INC.

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               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                                     1-12082

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                            (COMMISSION FILE NUMBER)

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

       115 RIVER ROAD
    EDGEWATER, NEW JERSEY                                 07020
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    (ADDRESS OF PRINCIPAL                              (ZIP CODE)
     EXECUTIVE OFFICES)



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

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

ITEM 5.  OTHER EVENTS.


Management of Hanover Direct, Inc. (the "Company") recently conducted a
strategic review of its business and operations. As part of such review, Company
management considered the Company's obligations under the Agreement, dated as of
December 19, 2001 (the "Agreement"), with Richemont Finance S.A. ("Richemont")
and the Company's prospects and options for redemption of the Series B Preferred
Shares issued to Richemont pursuant thereto in accordance with the Agreement
terms. The review took into account the results of the Company's strategic
business realignment program in 2001 and 2002, the relative strengths and
weaknesses of the Company's competitive position and the current economic and
business climate, including the current depressed business environment for
mergers and acquisitions.

As a result of this review, Company management and the Company's Board of
Directors have concluded that it is unlikely that the Company will be able to
accumulate sufficient capital, surplus, or other assets under Delaware corporate
law or to obtain sufficient debt financing to either:

      1. Redeem at least 811,056 shares of the Series B Preferred Stock by
         August 31, 2003, as allowed for by the Agreement, thereby resulting in
         the occurrence of a "Voting Trigger" which will allow Richemont to have
         the option of electing two members to the Company's Board of Directors;
         or

      2. Redeem all of the shares of Series B Preferred Stock by August 31,
         2005, as required by the Agreement, thereby obligating the Company to
         take all measures permitted under the Delaware General Corporation Law
         to increase the amount of its capital and surplus legally available to
         redeem the Series B Preferred Shares, without a material improvement in
         either the business environment for mergers and acquisitions or other
         factors, unforeseeable at this time.

Management believes that the Company has sufficient liquidity and availability
under its credit agreement to fund its planned operations.(1) The unlikelihood
itself that the Company will be able to redeem the Series B Preferred Shares is
not expected to limit the ability of the Company to use current and future net
earnings or cash flow to satisfy its obligations to creditors and vendors.(1) In
addition, the final redemption price of the Series B Preferred Stock does not
continue to accrete after August 31, 2005.


Company management met with representatives of Richemont on October 30, 2002 and
outlined the results of management's strategic review in the context of the
Company's obligations to Richemont under the Agreement, and discussed an
alternative to the method for the redemption of the Series B Preferred Shares.
Under this alternative proposal, that the Company had previously presented to
Richemont, the Company would exchange two business divisions, Silhouettes and
Gump's, for all of Richemont's Series B Preferred Shares (the "Proposal").

Pursuant to the terms of the Agreement, the redemption value of the Series B
Preferred Shares as of the date of the Proposal was $87 million. Management
based the Proposal terms on a valuation of Silhouettes and Gump's using the
valuation multiple employed in USA Network's June 2001 purchase of the Company's
Improvements business division. The Proposal also included a willingness on the
part of the Company to provide continued fulfillment services for Silhouettes
and Gump's on terms to be negotiated. On November 18, 2002, a representative of
Richemont confirmed in writing to the Company that Richemont rejected the
Proposal. Representatives of Richemont have indicated that it has no interest in
the proferred assets and disputes their valuation implied in the Company's
Proposal.

The Company will continue to explore all reasonable opportunities to redeem and
retire the Series B Preferred Stock.


                                   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.
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                                                  (Registrant)

November 21, 2002                         By: /s/ Edward M. Lambert
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                                          Name:  Edward M. Lambert
                                          Title: Executive Vice President and
                                                 Chief Financial Officer


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(1) In accordance with the Safe Harbor provisions of the Private Securities
    Litigation Reform Act of 1995, please be advised that the Company's actual
    results could differ materially from these forward-looking statements.
    Additional information that could cause actual results to differ materially
    is contained in the Company's Quarterly Report on Form 10-Q for the fiscal
    quarter ended September 28, 2002, as filed with the Securities and Exchange
    Commission, which may be obtained from the public reference facilities
    maintained by the SEC in Washington, D.C., and at the regional offices of
    the SEC in New York City and Chicago, Illinois or from the SEC's website
    located at www.sec.gov, as well as from the offices of the American Stock
    Exchange in New York City.