SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FELDMAN STUART

(Last)

(First)

(Middle)

712 FIFTH AVE 45TH FL

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HANOVER DIRECT INC [ HNVD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/12/2005

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/10/2005		P		3,799,735⁽¹⁾	A	$1	15,364,682⁽¹⁾	I	See footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrant	$0.01	08/12/2004		J⁽³⁾		12,156⁽¹⁾⁽⁴⁾		11/30/2003	11/18/2003	Common Stock	10,259,366	⁽³⁾	10,259,366	I	See footnote⁽²⁾⁽⁵⁾

Explanation of Responses:

1. Reflects the one-for-ten reverse stock split of the Common Stock on September 24, 2004.

2. The holdings reported on Table I are owned of record by Chelsey Direct, LLC (which is wholly-owned by the Chelsey Capital Profit Sharing Plan (the "Plan"), of which the Reporting Person is the Trustee) and indirectly by William B. Wachtel as the Manager of Chelsey Direct. The Reporting Person is the principal beneficiary of the Plan. The Reporting Person is also sole officer and director of DSJ International Resources Ltd., the sponsor of the Plan.

3. As consideration for a term loan by Chelsey Finance, LLC ("Chelsey Finance") to the Issuer on July 8, 2004, the Issuer was required to issue to Chelsey Finance a warrant (the "Common Stock Warrant") to purchase 30% of the outstanding shares of the Common Stock on a fully diluted basis. Until the Issuer's stockholders approved the issuance of the Common Stock Warrant and certain amendments to the Issuer's Certificate of Incorporation on August 12, 2004, the Issuer had issued to Chelsey Finance in the interim a warrant to purchase 100 shares of the Issuer's Series D Preferred Stock, which was automatically exchanged for the Common Stock Warrant. Chelsey Finance is wholly-owned by Chelsey Funding LLC, which is in turn wholly-owned by the Plan. See Note (2) hereto.

4. The Reporting Person initially reported the estimated number of shares of the Common Stock on a fully diluted basis as 10,247,210 shares (after giving effect to the reverse stock split described in Note (1) hereto). Based on the Issuer's advice as to the actual number of such shares, the Reporting Person has increased such number by 12,156 shares to 10,259,366 shares.

5. The Common Stock Warrant is held of record by Chelsey Finance. As indicated in Note (2) hereto, Stuart Feldman (the Reporting Person) is sole officer and director of the sponsor of the Plan and the principal beneficiary of the Plan.

	/s/ Stuart Feldman	04/19/2005
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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