Sec Form 4 Filing - MITZEL EDWARD L @ HANGER ORTHOPEDIC GROUP INC - 2005-03-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MITZEL EDWARD L 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, Chief Information Officer (Last) (First) (Middle) TWO BETHESDA METRO CENTER, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2005 (Street) BETHESDA, MD20814 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/04/2005 A 8,000 ( 1 ) A $ 6.32 16,000 ( 2 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Option to Buy $ 9.2 03/18/2003( 3 ) 03/18/2012 Common Stock 35,000 35,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MITZEL EDWARD L TWO BETHESDA METRO CENTER SUITE 1200 BETHESDA, MD20814 VP, Chief Information Officer Signatures Arden T. Phillips, Attorney-in-fact 03/08/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Table I of this Form 4 reports the grant of shares of restricted stock pursuant to Rule 16b-3(d) under the Company's 2002 Stock Incentive Plan. The shares are subject to vesting at the rate of twenty-five percent (25%) of the shares on each one (1) year anniversary date of grant. The price on Table I reflects the value of such shares based on the closing sale price of the Company's common stock on the day preceding the date of grant. ( 2 )Includes 8,000 shares of restricted common stock, of which 25% vests on the first anniversary of the date of grant and which cumulatively vests to the extent of 25% each year thereafter. ( 3 )This option becomes exercisable to the extent of 25% on the above date and is cumulatively exercisable to the extent of 25% each year thereafter.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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