F-3




                                                                     EXHIBIT 4.2

                              [FACE OF CERTIFICATE]

                                     [LOGO]

TL

ORDINARY SHARES                                                  CUSIP M87482119

                                             SEE REVERSE FOR CERTAIN DEFINITIONS

                                   TEFRON LTD.

               INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL

THIS CERTIFIES THAT

is the owner of

         FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF NIS 10.00 EACH

of Tefron Ltd. transferable on the books of the Corporation by the holder hereof
in person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby are issued
and shall be held subject to all the provisions of the Memorandum of Association
and Articles of Association and amendments thereto of the Corporation, to all of
which the holder by the acceptance hereof assents. This Certificate is not valid
unless countersigned and registered by the Transfer Agent and Registrar.

     In Witness Whereof, the Corporation has caused this Certificate to be
issued under the facsimile seal of the Corporation and the facsimile signature
of its duly authorized Director.

Dated:                                       BY:

                                             /s/ Yacov Gelbard
                                             -----------------------------------
                                             CHAIRMAN OF THE BOARD OF DIRECTORS

                                     [SEAL]

COUNTERSIGNED AND REGISTERED:

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

                                           (NEW YORK, N.Y.)     TRANSFER AGENT

BY                                                                 AND REGISTRAR

AUTHORIZED SIGNATORY








                              [BACK OF CERTIFICATE]

                                   TEFRON LTD.

      The Corporation will furnish without charge to each shareholder who so
requests a complete statement of the powers, designations, preferences and
relative participating optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights. Any such request should be addressed to the
registered office of the Corporation.

      The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common       UNIF GIFT MIN ACT-_______ Custodian _______

TEN ENT - as tenants by the                             (Cust)          (Minor)
          entireties

JT TEN - as joint tenants with right               under Uniform Gifts to Minors
         of survivorship and not as                        Act __________
         tenants in common                                      (State)

     Additional abbreviations may also be used though not in the above list.

For value received __________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE ___________________________________________________________________

(Please print or typewrite name and address including postal zip code of
assignee _______________________________________________________ Ordinary Shares

represented by the within Certificate, and do hereby irrevocably constitute and
appoint ___________________________________________________________________

Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises.

DATED, _________________________

________________________________________________________

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.

SIGNATURE(S) GUARANTEED:

________________________________________________________

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVING AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.