| 201-272-3425 |
| Fax 201-272-3429 |
DANIEL J. BARSKY
Senior Vice President
General Counsel
March 7, 2007
VIA EDGAR AND EMAIL
United States Securities and Exchange Commission
Division of Corporation Finance
100 Fifth Street N.W.
Stop 3561
Washington, D.C. 20549-3561
Attention: Mr. Michael Pressman
Special Counsel
Office of Mergers and Acquisitions
Re: | Hanover Direct, Inc. |
| Schedule 13E-3 filed December 15, 2006, as amended |
File No. 5-34082
PRELIM14A filed December 15, 2006, as amended
File No. 1-08056
Dear Mr. Pressman:
Hanover Direct, Inc. (the “Company”) has revised the PRELIM 14A (“Proxy”) filed on December 15, 2006 as amended and refiled on February 1, 2007 and February 13, 2007 and in that regard we attach a clean and blacklined copy of the revised Proxy as well as a copy of the Company’s Annual Report filed on Form 10-K which was filed concurrently herewith.
The principal revisions are as follows:
| 1. | In the Selected Historical Consolidated Financial Data (pages 62 thru 65), we have updated the financial statements to include the results of the Company’s fiscal year ended December 30, 2006 which were included in the 2006 Form 10-K, which has been concurrently filed; |
| 2. | We have updated the Common Stock Market Price table on page 70; |
| 3. | We have updated the Related Party Transactions disclosure on page 72 to reflect the letter agreement between the Company and Chelsey Finance which extended the maturity date of the Chelsey Facility until January 2, 2008; |
| 4. | We have updated the Corporate Governance and Board Committees (pages 73 thru 77) and Executive Compensation (pages 77 thru 81) sections to include information for the 2006 fiscal year; and |
| 5. | We have updated the Independent Accountants section to include the 2006 fees (page 85). |
Mr. Michael Pressman
March 7, 2007
Page 2 of 2
Our schedule calls for mailing of the definitive proxy statement on March 10, 2007. We are hopeful that you can accommodate our time schedule.
Sincerely,
/s/ Daniel J. Barsky
Daniel J. Barsky,
Senior Vice President & General Counsel
cc: | Martin Nussbaum, Esq. |
| Richard Goldberg, Esq. |
| Bruce Silverstein, Esq. |
HANOVER DIRECT, INC. 1500 HARBOR BOULEVARD, WEEHAWKEN, NEW JERSEY 07086