Mail Stop 3561

							November 2, 2005

John W. Swatek
Chief Financial Officer
Hanover Direct, Inc.
1500 Harbor Boulevard
Weehawken, NJ  07086


RE:	Hanover Direct, Inc.
	Form 8-K filed October 27, 2005
	File No. 1-8056

Dear Mr. Swatek:

          We have reviewed your filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comments are inapplicable or a
revision is unnecessary.   Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with more information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

          Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to contact us at the telephone numbers
listed
at the end of this letter.
1. We note that you have not yet filed the letter from KPMG as
discussed in the last paragraph of the Item 4.01 disclosures.
Please
tell us the status of obtaining that letter.  Please note that you
will need to file an amended filing with revised disclosures if
you
are unable to obtain the required letter from KMPG.
2. We do not believe it is appropriate to file draft financial
statements as an Exhibit to this Form 8-K.  If management believes
that these are complete financial statements, except for audit
opinions or reviews, then it does not appear appropriate to label
them as "drafts," and it would appear appropriate to file the
financial statements on Forms 10-K and 10-Q along with the
appropriate Certifications.  If you revise to include the
financial
statements on Forms 10-K and 10-Q, then prominent disclosure of
the
lack of an audit or review would be appropriate.


John W. Swatek
Hanover Direct, Inc.
November 2, 2005
Page 2

3. In the third paragraph of the Item 2.02 disclosures, you state
that it is probable that the Forms 10-K and 10-Q will be modified
before being filed.  This appears to be inconsistent with the
statement that management believes the financial statements are
accurate and in a form they were prepared to file.  Please tell us
in
reasonable detail, and revise the filing to clarify, any known
reasons the documents will need to be modified if the financial
statements are accurate and complete.
4. The cover of your filing uses an incorrect Commission file
number.
Please note for future reference your file number as shown above.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	As appropriate, please amend your filing and respond to these
comments within five business days or tell us when you will
respond.
Please file a cover letter or correspondence on our EDGAR system
keying your responses to our comments and providing the
representations requested above.  Any questions regarding the
above
should be directed to Robert Burnett, Staff Accountant, at (202)
551-
3330, or in his absence, to me at (202) 551-3841.

							Sincerely,



							Michael Moran
						            Branch Chief


??

??

??

??