8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): May 16, 2006

Hanover Direct, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-08056	13-0853260
(State or Other Jurisdiction Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1500 Harbor Boulevard, Weehawken, NJ	07086
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (201) 863-7300

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2 - FINANCIAL INFORMATION

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 16, 2006, Hanover Direct, Inc. (the “Company”), issued a press release announcing financial results for the first quarter 2006.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit 99.1, Press release dated May 16, 2006

2

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.
	(Registrant)
May 16, 2006		By:	/s/ John W. Swatek
		Name:	John W. Swatek
		Title:	Senior Vice President, Chief Financial Officer and Treasurer

3

EX-99.1

Exhibit 99.1

CONTACT:	Hanover Direct, Inc.
	John W. Swatek
	S.V.P., Chief Financial Officer & Treasurer
	Tel: (201) 272-3389

Hanover Direct, Inc. Reports Results for the First Quarter 2006

WEEHAWKEN, NJ, May 16, 2006 – Hanover Direct, Inc. today announced that it reported a net loss applicable to common shareholders of approximately $1.8 million for the first fiscal quarter ended April 1, 2006, compared to net income applicable to common shareholders of approximately $3.1 million for the same period last year. Net revenues for the first fiscal quarter of 2006 were $100.3 million, compared to net revenues of $89.7 million for the same period last year. The 2005 results included a gain from discontinued operations from the sale of Gump’s in March 2005 of $3.0 million (including a $3.6 million gain recognized on the sale).

The increase in net revenues was primarily driven by an increase in catalog circulation levels and higher response rates. In addition, net revenues grew because of higher postage and handling rates, which we put into effect to offset an increase in U. S. Postal Service that occurred in early January 2006. These increases were partially offset by lower average order sizes. We experienced higher demand in our Domestications and Silhouettes catalogs, and lower demand in The Company Store and the International Male catalogs.

The principal factors which negatively impacted the operating results for the first quarter of 2006 included the lower demand in The Company Store, the continuation of diminished productivity in our distribution center which started in the Fall of 2005 and has led to higher product fulfillment costs, higher catalog postage costs due to the postal rate increase and higher catalog paper costs which started in the Fall of 2005.

In addition, in mid March 2006 a consolidator utilized by the Company to deliver packages into the USPS system filed a petition in bankruptcy. While this bankruptcy did not materially impact our results in the first quarter of 2006, we expect it will significantly increase our merchandise shipping costs for the remainder of 2006.

Forward Looking Statements

This Press Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "estimates," "expects," "projects," "intends," "plans," and "believes," among others, generally identify forward-looking statements. Forward-looking statements are predictions of future trends and events and as such, there are substantial risks and uncertainties associated with forward-looking statements, many of which are beyond management’s control. Some of the more material risks and uncertainties are identified in "Risk Factors" in the Company’s 2005 Form 10-K. We do not intend, and disclaim any obligation, to update any forward-looking statements.

About Hanover Direct, Inc.

Hanover Direct, Inc. (PINK SHEETS: HNVD.PK) provides quality, branded merchandise through a portfolio of catalogs and e-commerce platforms to consumers. The Company’s portfolio of home fashion and apparel catalogs and Internet websites include Domestications, The Company Store, Company Kids,Silhouettes, International Male and Undergear. The Company also manufactures Scandia Down branded comforters that sell through specialty retailers and provides product fulfillment, telemarketing, information technology and e-commerce services to third party direct marketing businesses. Information on Hanover Direct, Inc. can be accessed on the Internet at www.hanoverdirect.com.