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                                                                    Exhibit 4.02

                CERTIFICATE OF DESIGNATIONS, PREFERENCES, RIGHTS
                                 AND LIMITATIONS
                                       OF
             CLASS B NONVOTING CUMULATIVE REDEEMABLE PREFERRED STOCK
                         ("Certificate of Designations")

                                       OF

                          CLEARVIEW CINEMA GROUP, INC.
                             a Delaware corporation

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware


                  Clearview Cinema Group, Inc., a Delaware corporation (the
"Corporation"), certifies that pursuant to the authority contained in Section 4
of Article IV of its Amended and Restated Certificate of Incorporation dated
August 18, 1997 (the "Amended and Restated Certificate of Incorporation"), and
in accordance with the provisions of Section 151 of the General Corporation Law
of the State of Delaware, its Board of Directors has adopted the following
resolution creating a new class of its Preferred Stock, $.01 par value,
designated as Class B Nonvoting Cumulative Redeemable Preferred Stock:

                  RESOLVED, that a new class of authorized Preferred Stock of
the Corporation be hereby created and established, and that the designation and
amount thereof and the voting powers, preferences and relative, participating,
optional and other special rights of the shares of such class, and the
qualifications, limitations or restrictions thereof are as follows:

         (a) Designation and Amount. The shares of such class shall be
designated as "Class B Nonvoting Cumulative Redeemable Preferred Stock"
(referred to herein as, the "Class B Redeemable Preferred Stock") and the number
of shares constituting such class shall be 20,000.

         (b) Dividends. The holder of each share of Class B Redeemable Preferred
Stock shall be entitled to receive on the 15th day of April, July, October and
January, or the next business day if such 15th business day is not a business
day (each such date being referred to herein as a "Dividend Payment Date"), out
of funds legally available for such purpose, and as declared by the Board of
Directors, cumulative quarterly cash dividends in a per share amount equal to
$.291667 for each day during which such share was outstanding during the
calendar quarter immediately preceding the Dividend Payment Date. In case the
Corporation shall (i) pay a dividend on the Class B Redeemable Preferred Stock
in shares of Class B Redeemable Preferred Stock, (ii) subdivide the outstanding
shares of Class B Redeemable Preferred Stock, or (ii) combine the outstanding
shares of Class B Redeemable Preferred Stock into a smaller number of shares,
the per share dividend rate in effect immediately prior thereto shall be
proportionately adjusted so that the aggregate dividend rate of all shares of
Class B Redeemable Preferred Stock immediately after such event shall equal the
aggregate dividend rate of all shares of Class B Redeemable Preferred Stock
immediately prior thereto. An adjustment made pursuant to this section shall
become effective (x) upon the effective date in the case of a subdivision or
combination or (y) upon the record date in the case of a dividend of shares.
Quarterly dividends shall be paid on the basis of 90 days in each full quarter
regardless of the number of actual days in each quarter, but dividends for less
than a full quarter shall be based on the actual number of days during which
each share is outstanding. Each dividend declared by the Board of Directors
shall be paid to


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the holders of shares of the Class B Redeemable Preferred Stock as such holders'
names appear on the stock books on the related record date. Such record date
shall be the last day of the calendar quarter immediately preceding the
applicable Dividend Payment Date. Dividends in arrears with respect to any past
Dividend Payment Date with respect to shares of Class B Redeemable Preferred
Stock may be declared by the Board of Directors and paid on the outstanding
shares of the Class B Redeemable Preferred Stock on any date fixed by the Board
of Directors, whether or not a regular Dividend Payment Date, to the holder of
the shares of the Class B Redeemable Preferred Stock on the related record date
fixed by the Board of Directors, which shall not be less than 10 nor more than
45 days before the date fixed for the payment of such dividend. Any dividend
payment made on shares of the Class B Redeemable Preferred Stock shall first be
credited against the dividends accrued with respect to the earliest Dividend
Payment Date for which dividends have not been paid. If full cumulative
dividends have not been paid or declared and set aside for payment on the shares
of the Class B Redeemable Preferred Stock, all cumulative dividends on the
shares of the Class B Redeemable Preferred Stock shall be declared and paid pro
rata to the holders of the outstanding shares of the Class B Redeemable
Preferred Stock entitled thereto, so that in all cases the amount of dividends
declared per share on the shares of the Class B Redeemable Preferred Stock bear
to each other the same ratio that accumulated dividends per share on all shares
of Class B Redeemable Preferred Stock bear to each other. No holder of shares of
Class B Redeemable Preferred Stock shall be entitled to any dividends, whether
payable in cash, property or stock, in excess of full cumulative dividends, as
provided in this section (b). No interest, or sum of money in lieu of interest,
shall be payable in respect of any dividend payment on the shares of Class B
Redeemable Preferred Stock that may be in arrears. Except as set forth above,
for so long as any shares of the Class B Redeemable Preferred Stock are
outstanding, no dividends may be paid or declared and set aside for payment or
other distribution made upon the Class A Convertible Preferred Stock, Common
Stock or any other stock of the Corporation ranking junior to the shares of the
Class B Redeemable Preferred Stock as to dividends ("Junior Stock"), nor may any
shares of Junior Stock be redeemed, purchased or otherwise acquired by the
Corporation for consideration (or any payment made to or available for a sinking
fund for the redemption of any shares of such stock), unless full cumulative
dividends on all shares of Class B Redeemable Preferred Stock for all Dividend
Payment Dates accruing on or prior to the date of such transaction have been or
contemporaneously are declared and paid through the most recent Dividend Payment
Date. If dividends are not paid on a Dividend Payment Date, then such dividends
shall accrue and be cumulative from and after such Dividend Payment Date.

         Notwithstanding the foregoing, no dividends shall be paid or payable
with respect to any shares of Class B Redeemable Preferred Stock if such payment
is otherwise prohibited by section (h) of this Certificate of Designations or by
the Delaware General Corporation Law. Dividends with respect to shares of Class
B Redeemable Preferred Stock may also be subject to setoff and recoupment as
contemplated by section (k) hereof.

         (c) Liquidation Rights. In the event of any Liquidation Event (as
defined herein), the holders of shares of Class B Redeemable Preferred Stock
shall be entitled to receive from the assets of the Corporation, whether
represented by capital stock, paid-in capital or retained earnings, payment in
cash of an amount equal to the aggregate Liquidation Value (as defined herein)
of such Class B Redeemable Preferred Stock, plus a further amount equal to any
dividends that have been (or, pursuant to Section (b) hereof, were required to
have been) declared on the Class B Redeemable Preferred Stock but which remain
unpaid, before any distribution of assets shall be made to the holders of the
Class A Convertible Preferred Stock, Common Stock, or other Junior Stock. If,
upon such Liquidation Event, the assets distributable to the holders of shares
of Class B Redeemable Preferred Stock shall be insufficient to permit the
payment in full to such holders of the preferential amounts to which they are
entitled, then



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such assets shall be distributed ratably among the shares of Class B Redeemable
Preferred Stock. The "Liquidation Value" of each share of Class B Redeemable
Preferred Stock shall be equal to $1,000. In case the Corporation shall (i) pay
a dividend on the Class B Redeemable Preferred Stock in shares of Class B
Redeemable Preferred Stock, (ii) subdivide the outstanding shares of Class B
Redeemable Preferred Stock, or (ii) combine the outstanding shares of Class B
Redeemable Preferred Stock into a smaller number of shares, the "Liquidation
Value" in effect immediately prior thereto shall be proportionately adjusted so
that the aggregate Liquidation Value of all shares of Class B Redeemable
Preferred Stock immediately after such event shall equal the aggregate
Liquidation Value of all shares of Class B Redeemable Preferred Stock
immediately prior thereto. An adjustment made pursuant to this section shall
become effective (x) upon the effective date in the case of a subdivision or
combination or (y) upon the record date in the case of a dividend of shares.
After payment in full of the aggregate Liquidation Value and dividends, as set
forth above, to the holders of shares of Class B Redeemable Preferred Stock, the
remaining assets of the Corporation available for payment and distribution to
stockholders may be paid and distributed to the holders of the Class A
Convertible Preferred Stock, Common Stock and any other Junior Stock. For
purposes hereof, the term "Liquidation Event" shall mean any (A) merger or
consolidation other than a merger or consolidation in which persons who,
immediately prior to the closing of such transaction, were the holders of voting
securities of the Corporation having more than fifty percent (50%) of the voting
power of the outstanding voting securities of the Corporation (which includes
all Common Stock, all Class A Convertible Preferred Stock and all other voting
securities created in or under the Amended and Restated Certificate of
Incorporation) hold, immediately after such transaction, voting securities of
the surviving entity having more than fifty percent (50%) of the voting power of
the outstanding voting securities of the surviving entity, (B) sale of all or
substantially all of the assets of the Corporation, or (C) liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary.

         (d) Voting Rights. Holders of shares of Class B Redeemable Preferred
Stock shall not be entitled to any voting rights except upon matters with
respect to which the holders of shares of Class A Convertible Preferred Stock,
Class B Redeemable Preferred Stock and Common Stock have separate voting rights
as expressly provided in this section (d), the Corporation's Amended and
Restated Certificate of Incorporation or as required by Delaware law. The
affirmative vote of the holders of more than fifty percent (50%) of the
outstanding shares of Class B Redeemable Preferred Stock, voting separately as a
single class, shall be required to authorize any amendment to this Certificate
of Designations or the Corporation's Amended and Restated Certificate of
Incorporation if such amendment would adversely affect the powers, preferences
or rights of the Class B Redeemable Preferred Stock.

         (e) Redeemable at Option of the Corporation. The Corporation shall have
the right to redeem any one or more shares of Class B Redeemable Preferred Stock
at any time and from time to time at a redemption price of $1,000 per share plus
an amount equal to all unpaid dividends thereon, including accrued dividends,
whether or not declared, to the redemption date. Notice of any redemption of the
Class B Redeemable Preferred Stock shall be mailed at least 30 days prior to the
date fixed for redemption to each holder of Class B Redeemable Preferred Stock
to be redeemed, at such holder's address as it appears on the books of the
Corporation. In order to facilitate the redemption of the Class B Redeemable
Preferred Stock, the Board of Directors may fix a record date for the
determination of holders of Class B Redeemable Preferred Stock to be redeemed,
or may cause the transfer books of the Corporation to be closed for the transfer
of the Class B Redeemable Preferred Stock, not more than 20 days nor less than
10 days prior to the date fixed for such redemption. Whenever shares of Class B
Redeemable Preferred Stock are to be redeemed, the Corporation shall cause to be
mailed, within the time period specified in this section, a written notice of
redemption (a "Notice of Redemption") by first-class mail, postage prepaid, to
each holder of shares of Class B Redeemable Preferred Stock to be redeemed as
its



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name and address appear on the stock books of the Corporation. Each Notice of
Redemption shall state (i) the redemption date, (ii) the redemption price, (iii)
the number of shares of Class B Redeemable Preferred Stock to be redeemed and
identification (by certificate number, CUSIP number or otherwise) of the shares
of Class B Redeemable Preferred Stock to be redeemed, (iv) the place or places
where shares of Class B Redeemable Preferred Stock are to be surrendered for
payment of the redemption price, (v) that dividends on the shares to be redeemed
will cease to accumulate on such redemption date, and (vi) the provision of this
Certificate of Designations under which the redemption is being made. A Notice
of Redemption shall be deemed given on the day that it is mailed. On or after
the redemption date each holder of shares of Class B Redeemable Preferred Stock
that were called for redemption shall surrender the certificate evidencing such
shares, properly endorsed in blank for transfer or accompanied by proper
instruments of assignment or transfer in blank, and bearing all necessary
transfer tax stamps thereto affixed and cancel led, to the Corporation at the
place designated in the Notice of Redemption and shall then be entitled to
receive payment of the redemption price for each share. If fewer than all of the
shares are to be redeemed, the Corporation shall issue new certificates for the
shares not redeemed. If fewer than all of the outstanding shares of the Class B
Redeemable Preferred Stock are to be redeemed, the number of shares to be
redeemed shall be determined by the Corporation ratably, by lot or by holder or
by such other method as the Corporation shall deem appropriate. Solely for the
purpose of determining the number of shares of Class B Redeemable Preferred
Stock to be stated in a Notice of Redemption as subject to an optional
redemption, the amount of funds legally available for such redemption shall be
determined as of the date of such Notice of Redemption. The Corporation shall
declare and pay any and all dividends that are due or are in arrears prior to
any such redemption.

         (f) Redemption at Option of the Holder. Each holder of shares of Class
B Redeemable Preferred Stock shall have the right to cause the Corporation to
redeem, and upon exercise of such right, the Corporation shall redeem, any
shares of Class B Redeemable Preferred Stock held by such holder at a redemption
price equal to its Liquidation Value plus an amount equal to all unpaid
dividends thereon, including accrued dividends, whether or not declared, to the
redemption date, at any time after the occurrence of any one or more of the
following events:

                           (i)  the Corporation shall (A) file, or consent by
answer or otherwise to the filing against it of, a petition for relief or
reorganization or arrangement or any other petition in bankruptcy or insolvency
law of any jurisdiction, (B) make an assignment for the benefit of its
creditors, (C) consent to the appointment of a custodian, receiver, trustee or
other officer with similar powers of itself or of any substantial part of its
property, (D) be adjudicated insolvent or be liquidated, or (E) take corporate
action for the purpose of any of the foregoing;

                           (ii) a court or governmental authority of competent
jurisdiction shall enter an order appointing, without consent by the
Corporation, a custodian, receiver, trustee or other officer with similar powers
with respect to it or with respect to any substantial part of its property, or
if an order for relief shall be entered in any case or proceeding for
liquidation or reorganization or otherwise to take advantage of any bankruptcy
or insolvency law of any jurisdiction, or ordering the dissolution, winding-up
or liquidations of the Corporation, or if any petition for any such relief shall
be filed against the Corporation and such petition shall not be dismissed within
60 days;

                           (iii) the date five years after the date such shares
of shall have been issued; and

                           (iv) within ten business days after the date of
closing of the issuance by the Corporation of debt securities aggregating at
least $70 million in an offering governed by Rule 144A issued by the Securities
Exchange Commission under the Securities Act of 1933.



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Notice of any such redemption of the Class B Redeemable Preferred Stock shall be
delivered in writing to the Corporation at least 10 business days prior to the
date fixed for redemption. The record date for the determination of holders of
Class B Redeemable Preferred Stock to be redeemed and the date that the
Corporation may cause the transfer books of the Corporation to be closed for the
transfer of the Class B Redeemable Preferred Stock, shall be the date of
redemption set forth in such written notice. The place or places where shares of
Class B Redeemable Preferred Stock are to be surrendered for payment of the
redemption price shall be the Corporation's executive offices. Dividends on the
shares to be redeemed will cease to accumulate on the redemption date. On or
after the redemption date each holder of shares of Class B Redeemable Preferred
Stock that were required to be redeemed shall surrender the certificate
evidencing such shares, properly endorsed in blank for transfer or accompanied
by proper instruments of assignment or transfer in blank, and bearing all
necessary transfer tax stamps thereto affixed and cancel led, to the Corporation
at its executive offices and shall then be entitled to receive payment of the
redemption price for each share. The Corporation shall declare and pay any and
all dividends that are due or are in arrears prior to any such redemption.

         (g) Restrictions on Redemption. Notwithstanding the foregoing, no
shares of Class B Redeemable Preferred Stock may be redeemed if such redemption
is otherwise prohibited by section (h) of this Certificate of Designations or by
the Delaware General Corporation Law. Payments in respect of redemptions with
respect to shares of Class B Redeemable Preferred Stock may also be subject to
setoff and recoupment as contemplated by section (k) hereof.

         (h) Subordination to Indebtedness; Restrictions on Transfer. All
dividend payments on and payments for redemptions with respect to shares of
Class B Redeemable Preferred Stock are subordinate and subject in right of
payment, to the prior payment in full of all Indebtedness of the Corporation to
the extent provided in one or more subordination agreements by and among the
Corporation, the holder of the Class B Redeemable Preferred Stock and the holder
of the Indebtedness. For purposes hereof, "Indebtedness" means the principal of,
premium, if any, and interest (including any interest accruing after the filing
of a petition in bankruptcy) on and other amounts due on or in connection with
any indebtedness of the Corporation as defined in and arising under any loan,
credit, security or similar agreement with any bank, insurance company, or other
commercial financial institution, in any case whether arising prior to, on or
after the date of issuance of the Class B Redeemable Preferred Stock, and all
renewals, extensions, and refundings thereof. The certificates representing
outstanding shares of Class B Redeemable Preferred Stock may contain a legend
referring to the subordination agreement or agreements among the Corporation,
the holder of the Class B Redeemable Preferred Stock and the holder of the
Indebtedness. If a holder shares of Class B Redeemable Preferred Stock has
entered into such a subordination agreement and the identity of the holder of
the Indebtedness subsequently changes, then the holder of the Class B Redeemable
Preferred Stock shall from time to time at the Corporation's request enter into
a new subordination agreement or agreements containing terms substantially
similar to the terms of such holder's then existing subordination agreement, and
if such holder fails to do so, then upon notice by the Corporation to such
holder, all dividend payments on and payments for redemptions with respect to
the shares of Class B Redeemable Preferred Stock held by such holder shall be
suspended. Also, if a holder of shares of Class B Redeemable Preferred Stock has
entered into such a subordination agreement, then such holder may not assign any
shares of Class B Redeemable Preferred Stock that are subject to such
subordination agreement unless and until the proposed assignee executes and
delivers a subordination agreement containing terms substantially similar to the
terms of such holder's then existing subordination agreement, and any attempted
transfer of shares of Class B Redeemable Preferred Stock without complying with
the terms hereof shall be null and void.



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         (i) Approval of Holders of Class A Convertible Preferred Stock;
Increase in Authorized Shares; Additional Classes of Preferred Stock. The
issuance by the Corporation of any shares of Class B Redeemable Preferred Stock
shall first be approved by the holders of the Class A Convertible Preferred
Stock in the manner and to the extent provided in the Corporation's Amended and
Restated Certificate of Incorporation. Subject to the rights of the holders of
the Corporation's Class A Convertible Preferred Stock as provided in the
Corporation's Amended and Restated Certificate of Incorporation, the Corporation
may at any time and from time to time increase the number of authorized shares
of Class B Redeemable Preferred Stock and create and issue any shares of any
series or class of the Corporation's Preferred Stock that have dividend and
liquidation rights that are senior to or pari passu with the Class B Redeemable
Preferred Stock.

         (j) Reacquired Shares. Any shares of Class B Redeemable Preferred Stock
redeemed or purchased or otherwise acquired by the Corporation in any manner
whatsoever shall not be reissued as Class B Redeemable Preferred Stock and shall
be retired and canceled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new class of Preferred Stock to be
created by resolution or resolutions of the Board of Directors, subject to the
conditions or restrictions on issuance set forth herein.

         (k) Setoff Rights. Shares of Class B Redeemable Preferred Stock may be
issued in connection with the acquisition by the Corporation or its subsidiaries
of certain businesses, and, notwithstanding anything else herein to the
contrary, payments of dividends on such shares of Class B Redeemable Preferred
Stock and payments in respect of redemptions of such shares of Class B
Redeemable Preferred Stock may be subject to the Corporation's rights of setoff
and recoupment to the extent and in the manner expressly set forth in any
agreement related to such acquisition. Any such right of setoff or recoupment
shall survive any transfer or assignment of such shares of Class B Redeemable
Preferred Stock.

         IN WITNESS WHEREOF, Clearview Cinema Group, Inc. has caused this
Certificate of Designations, Preferences, Rights and Limitations of Class B
Nonvoting Cumulative Redeemable Preferred Stock to be duly executed by its
President and attested to by its Secretary and has caused its corporate seal to
be affixed hereto this __ day of _______, 199_.

                                             CLEARVIEW CINEMA GROUP, INC.


                                             By______________________________
                                             A. Dale Mayo, President


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