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                                                                   EXHIBIT 10.46


                     FIRST AMENDMENT TO PLACEMENT AGREEMENT

         This FIRST AMENDMENT TO PLACEMENT AGREEMENT (the "First Amendment"),
dated as of December 29, 1995, by and between HANOVER DIRECT, INC., a
corporation organized and existing under the laws of the State of Delaware (the
"Borrower"), and NATIONSBANK, N.A., a national banking association and the
successor to NationsBank of North Carolina, N.A. (the "Placement Agent");

                              W I T N E S S E T H:

         WHEREAS, the Borrower has previously issued and sold its interest
bearing flexible term notes in two separate series (the first series of such
notes, as amended as of the date hereof, being hereinafter referred to as the
"Series A Notes", the second series of such notes, as amended as of the date
hereof, being hereinafter referred to as the "Series B Notes", and the Series A
Notes and the Series B Notes being hereinafter collectively referred to as the
"Notes") each in the aggregate principal amount of $10,000,000, pursuant to the
provisions of a Series A Note Agreement dated as of November 9, 1994 between the
Borrower and Norwest Bank Minnesota, N.A., as Trustee and Paying Agent (the
"Trustee") (as amended by that certain First Supplemental Series A Note
Agreement dated as of December 29, 1995 between the Borrower and the Trustee and
as hereinafter amended, the "Series A Note Agreement"), and the Series B Note
Agreement dated as of April 27, 1995 between the Borrower and the Trustee (as
amended by that certain First Supplemental Series B Note Agreement dated as of
December 29, 1995 and as hereinafter amended, the "Series B Note Agreement", and
together with the Series A Note Agreement being hereinafter collectively
referred to as the "Note Agreements"), respectively; and

         WHEREAS, the Borrower and the Placement Agent entered into the
Placement Agreement dated as of November 9, 1994 (the "Placement Agreement")
pursuant to which the Borrower appointed the Placement Agent as its agent to
perform certain services in connection with the placement of the Notes upon
initial issuance thereof; and

         WHEREAS, the Borrower has this day delivered to the Trustee a
Substitute Series A Letter of Credit in substitution for the Series A Letter of
Credit (each as defined in the Series A Note Agreement) and a Substitute Series
B Letter of Credit in substitution for the Series B Letter of Credit (each as
defined in the Series B Note Agreement) pursuant to the terms of the respective
Note Agreements; and

         WHEREAS, in order to more fully evidence the substitution of letters of
credit referenced above, the Borrower and the Placement Agent desire to amend
the Placement Agreement, subject to the terms and conditions set forth herein;
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         NOW, THEREFORE, the parties hereto agree as follows:


         SECTION 1. DEFINITIONS. All capitalized terms used herein and not
otherwise herein defined shall have the meanings ascribed to them in the
applicable Note Agreement.

         SECTION 2. AMENDMENT TO SECOND RECITAL OF THE PLACEMENT AGREEMENT. The
Second Recital of the Placement Agreement set forth on page 1 thereof is hereby
deleted in its entirety and replaced with the following:

                  WHEREAS, the payment when due of the principal of, interest on
         and Purchase Price (as defined in the applicable Note Agreement) of the
         Series A Notes will be supported, to the extent provided therein, by
         the Series A Letter of Credit, and the payment when due of the
         principal of, interest on and Purchase Price of the Series B Notes will
         be supported, to the extent provided therein, by the Series B Letter of
         Credit (the Series A Letter of Credit and the Series B Letter of Credit
         are sometimes hereinafter collectively referred to as the "Letter of
         Credit"), each issued in favor of the Trustee by CoreStates Bank, N.A.
         (the "L/C Issuer") and each in an amount of not less than $10,145,833,
         representing the principal amount of the applicable series of Notes
         plus 35 days interest on such amount computed at the Maximum Rate (as
         defined in the applicable Note Agreement) on the basis of actual number
         of days elapsed in a year of 360 days, all pursuant to (a) the
         respective Applications for Irrevocable Standby Letter of Credit (the
         "Applications"), each dated as of December 22, 1995 executed and
         delivered to the L/C Issuer by the Account Parties (as defined in the
         applicable Note Agreement) and Congress Financial Corporation (the
         "Lender") requesting the issuance by the L/C Issuer of the Series A
         Letter of Credit and the Series B Letter of Credit, respectively, (b)
         the Loan and Security Agreement dated as of November 14, 1995 (the
         "Loan Agreement"), by and among the Account Parties and certain other
         subsidiaries of the Borrower, and the Lender (the Lender and the L/C
         issuer are hereinafter sometimes collectively referred to as the
         "Bank"), acknowledged and agreed to by the Borrower and certain other
         subsidiaries of the Borrower, pursuant to which, among other things,
         the Lender has executed the respective Applications pursuant to which
         the Series A Letter of Credit and the Series B Letter of Credit are
         issued by the L/C Issuer and delivered to the Trustee, and any and all
         modifications, alterations, amendments and supplements thereto, (c) the
         other "Financing Agreements" as defined in the Loan Agreement, and (d)
         any similar agreements between or among the Account Parties, the
         Borrower and the issuer of a Substitute Series A Letter of Credit or
         Substitute Series B Letter of Credit or the lender providing credit
         support to such issuer (individually and collectively, the
         "Reimbursement Agreement");

         SECTION 3. AMENDMENT TO SECTION 7 OF THE PLACEMENT AGREEMENT.
Subsection (b) of Section 7 of the Placement Agreement is hereby amended by
deleting the reference to the "Bank" in the third line thereof and replacing it
with a reference to the "Lender".


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         SECTION 4. AMENDMENT TO SECTION 10 OF THE PLACEMENT AGREEMENT. Section
10 of the Placement Agreement is hereby amended by deleting the reference to,
and the address of, the "Bank" therein and replacing them with the following:

         If to the L/C Issuer:    CoreStates Bank, N. A.
                                  530 Walnut Street
                                  Philadelphia, Pennsylvania 19106
                                  Attention: Ms. Cheryl Morton, Letter of Credit
                                  Department, 7th Floor
                                  Telephone No.: (215) 973-8157
                                  Fax No.: (215) 973-6352

         If to the Lender:        Congress Financial Corporation
                                  1133 Avenue of the Americas
                                  New York, New York  10036
                                  Attention: Mr. Mark Fagnani
                                  Telephone No.: (212) 840-2000
                                  Fax No.: (212) 545-4283

         SECTION 5. AMENDMENT TO PLACEMENT AGREEMENT. The Placement Agreement is
hereby amended by deleting each reference therein to "NationsBank of North
Carolina, N.A." and replacing it with a reference to "NationsBank, N.A.".

         SECTION 6. EFFECT OF FIRST AMENDMENT. Except as modified hereby, all of
the terms and provisions of the Placement Agreement shall remain in full force
and effect.

         SECTION 7. GOVERNING LAW. This First Amendment and the Placement
Agreement, as amended hereby, shall be deemed to be contracts made under, and
for all purposes shall be construed in accordance with, the laws of the State of
North Carolina.

         SECTION 8. SEVERABILITY. If any provision of this First Amendment shall
be determined to be unenforceable by a court of law, that shall not affect any
other provision of this First Amendment.

         SECTION 9. COUNTERPARTS. This First Amendment may be executed in
several counterparts, each of which shall be an original and all of which, taken
together, shall constitute one and the same instrument.


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         IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed as of the day and year first above written.


                                       HANOVER DIRECT, INC.

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

                                       NATIONSBANK, N.A.

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________



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