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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ARES CORPORATE OPPORTUNITIES FUND LP (Last) (First) (Middle) 1999 AVENUE OF THE STARS SUITE 1900 (Street) LOS ANGELES CA 90067 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HANGER ORTHOPEDIC GROUP INC [ HGR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/30/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	10/30/2006		P		75,000	A	$7.644	6,688,757(1)(2)	D(3)(4)
Common Stock, par value $0.01	10/31/2006		P		22,700	A	$7.6847	6,711,457(1)(2)	D(3)(4)
Common Stock, par value $0.01	11/01/2006		P		25,000	A	$7.6591	6,736,457(1)(2)	D(3)(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ARES CORPORATE OPPORTUNITIES FUND LP (Last) (First) (Middle) 1999 AVENUE OF THE STARS SUITE 1900 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ACOF MANAGEMENT LP (Last) (First) (Middle) 1999 AVENUE OF THE STARS SUITE 1900 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ACOF OPERATING MANAGER LP (Last) (First) (Middle) 1999 AVENUE OF THE STARS SUITE 1900 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARES MANAGEMENT INC (Last) (First) (Middle) 1999 AVENUE OF THE STARS SUITE 1900 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ARES PARTNERS MANAGEMENT CO LLC (Last) (First) (Middle) 1999 AVENUE OF THE STARS SUITE 1900 (Street) LOS ANGELES CA 90067 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The amount reported includes 6,613,757 shares of common stock (the "Common Stock") of Hanger Orthopedic, Inc. (the "Issuer") issuable upon conversion of shares of Series A Convertible Preferred Stock (the "Preferred Stock") of Issuer held by the reporting person. The Preferred Stock is convertible at any time, in whole or in part, with no expiration date, at the holder's election at a conversion price of $7.56 per share (the "Holder Conversion Price").

2. In addition, all, but not less than all, of the outstanding Preferred Stock is convertible at any time at the election of the Issuer into Common Stock, subject to the prior approval of the Issuer's stockholders, at a conversion price (the "Forced Conversion Price") equal to (x) the sum of (i) $6.45 plus (ii) an amount equal to all dividends paid by the Issuer on each share of Preferred Stock prior to such conversion divided by (y) the number of shares of Common Stock receivable upon conversion of one share of Preferred Stock on such date, if such conversion were made at the holder's election pursuant to the preceding sentence. Notwithstanding the above, the Forced Conversion Price will not exceed the Holder Conversion Price.

3. The amount reported is owned of record by the designated reporting person, Ares Corporate Opportunities Fund, L.P. ("ACOF"). ACOF Management, L.P. ("ACOF Management") is the general partner of ACOF. ACOF Operating Manager, L.P. ("ACOF Operating") is the general partner of ACOF Management and the manager of ACOF. Ares Management, Inc. ("Ares Inc.") is the general partner of ACOF Operating.

4. Ares Partners Management Company LLC ("Ares Partners" and, together with ACOF, ACOF Management, ACOF Operating and Ares Inc., the "Ares Entities") directly or indirectly beneficially owns all outstanding capital stock of Ares Inc. Each of the Ares Entities, as well as the members, managers and partners of the Ares Entities and their respective spouses, disclaims ownership of all shares reported herein in excess of their pecuniary interests, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purposes.

	See signatures attached as Exhibit 99.1	11/01/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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