EXHIBIT 3.2


                          CERTIFICATE OF ELIMINATION
                                      OF
                  THE SERIES B 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 1,622,111 shares of Series B
Participating Preferred Stock, par value $.01 per share (the "Series B Preferred
Stock"), and, on December 19, 2001, filed a Certificate of the Designations,
Powers, Preferences, and Rights (the "Certificate of Designations") with respect
to the Series B Preferred Stock in the office of the Secretary of State of the
State of Delaware.

         2. That all shares of the Series B Preferred Stock have been reacquired
by the Company. No shares of Series B 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 B Participating Preferred Stock
         (the "Certificate of Designations") filed in the office of the
         Secretary of State of the State of Delaware on December 19, 2001, 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 1,622,111 shares of Series
         B Participating Preferred Stock, par value $.01 per share (the "Series
         B Preferred Stock"); and

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

                  WHEREAS, subject to the acquisition by the Company of all of
         the outstanding shares of Series B Preferred Stock, it is desirable
         that all matters set forth in the Certificate of Designation with
         respect to the Series B 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 B
         Preferred Stock, all matters set forth in the Certificate of
         Designation with respect to the Series B 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 B 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 B 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 B 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 1st day of
December, 2003.

                                HANOVER DIRECT, INC.


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