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                                                                     EXHIBIT 4.2

                           CERTIFICATE OF ELIMINATION
                                       OF
              THE SERIES A CUMULATIVE PARTICIPATING PREFERRED STOCK
                                       OF
                              HANOVER DIRECT, INC.

                           Pursuant to Section 151(g)
                         of the General Corporation Law
                            of the State of Delaware

         Hanover Direct, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Company"), in accordance with the provisions
of Section 151(g) of the General Corporation Law of the State of Delaware,
hereby certifies as follows:

         1. That, pursuant to Section 151 of the General Corporation Law of the
State of Delaware and authority granted in the Restated Certificate of
Incorporation of the Company, the Board of Directors of the Company, by
resolution duly adopted, established the powers, designations, preferences and
relative, participating, optional or other rights of, and the qualifications,
limitations or restrictions of, a series of 2,345,000 shares of Series A
Cumulative Participating Preferred Stock, par value $.01 per share (the "Series
A Preferred Stock"), and, on August 22, 2000, filed a Certificate of the
Designations, Powers, Preferences, and Rights (the "Certificate of
Designations") with respect to the Series A Preferred Stock in the office of the
Secretary of State of the State of Delaware.

         2. That all shares of the Series A Preferred Stock have been reacquired
by the Company. No shares of Series A Preferred Stock remain outstanding and no
shares thereof will be issued subject to the Certificate of Designations.

         3. That the Board of Directors of the Company has adopted the following
resolutions:

            WHEREAS, pursuant to the Certificate of Designations, Powers,
      Preferences and Rights of the Series A Cumulative Participating Preferred
      Stock (the "Certificate of Designations") filed in the office of the
      Secretary of State of the State of Delaware on August 22, 2000, the
      Company established the powers, designations, preferences and relative,
      participating, optional or other rights of, and the qualifications,
      limitations or restrictions of, a series of 2,345,000 shares of Series A
      Cumulative Participating Preferred Stock, par value $.01 per share (the
      "Series A Preferred Stock"); and

            WHEREAS, the Company proposes to acquire all outstanding shares of
      the Series A Preferred Stock. Upon such acquisition, no shares of Series A
      Preferred Stock shall remain outstanding and no shares thereof will be
      issued subject to the Certificate of Designations; and



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            WHEREAS, subject to the acquisition by the Company of all of the
      outstanding shares of Series A Preferred Stock, it is desirable that all
      matters set forth in the Certificate of Designation with respect to the
      Series A Preferred Stock be eliminated from the Restated Certificate of
      Incorporation of the Company.

            NOW, THEREFORE, IT IS HEREBY RESOLVED, that, subject to the
      acquisition by the Company of all of the outstanding shares of Series A
      Preferred Stock, all matters set forth in the Certificate of Designation
      with respect to the Series A Preferred Stock be eliminated from the
      Restated Certificate of Incorporation of the Company; and it is further

            RESOLVED, that, subject to the acquisition by the Company of all of
      the outstanding shares of Series A Preferred Stock, the officers of the
      Company be, and hereby are, authorized and directed to file a Certificate
      of Elimination with the office of the Secretary of State of Delaware
      setting forth a copy of these resolutions whereupon all matters set forth
      in the Certificate of Designation with respect to the Series A Preferred
      Stock shall be eliminated from the Restated Certificate of Incorporation
      of the Company.

         4. That, accordingly, all matters set forth in the Certificate of
Designations with respect to the Series A Preferred Stock be, and they hereby
are, eliminated from the Restated Certificate of Incorporation of the Company.

      IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination
to be signed by a duly authorized officer as of this 19th day of December, 2001.

                                    HANOVER DIRECT, INC.


                                    By: /s/ Thomas C. Shull
                                       -----------------------------
                                        Name:  Thomas C. Shull
                                        Title: President