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                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                              BERNARD CHAUS, INC.

               UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW


         The undersigned, Chairwoman of the Board and Assistant Secretary of
Bernard Chaus, Inc, a corporation organized and existing under the laws of the
State of New York (the "Corporation"), do hereby certify as follows:

    FIRST: The name of the Corporation is Bernard Chaus, Inc.

    SECOND: The Certificate of Incorporation of the Corporation was filed by
the Department of State on the 16th day of April, 1975.

    THIRD: The amendment of the Certificate of Incorporation of the Corporation
effected by this Certificate of Amendment is as follows: Effect a reverse stock
split of shares of common stock of the Corporation, par value $.01 per share
("Common Stock"), on the basis of issuing one (1) share of Common Stock for
each ten (10) issued shares of Common Stock. Reduce the number of outstanding
shares of Common Stock from 26,277,274, par value $.01 per share, to
approximately 2,627,727 shares of Common Stock, par value $.01 per share. In
lieu of the issuance of any fractional shares that would otherwise result from
the reverse stock split effected hereby, issue to any stockholder that would
otherwise receive fractional shares of Common Stock one (1) additional share of
Common Stock.

    FOURTH: To accomplish the foregoing amendment, Article FOURTH of the
Certificate of Incorporation is hereby amended to read as follows:

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         FOURTH. A. Authorized Shares. The total number of shares of all
         classes of stock which the Corporation shall have authority to issues
         is 51,000,000 shares, consisting of (i) 50,000,000 shares of common
         stock, $0.01 par value per share (hereinafter referred to as "Common
         Stock"), and (ii) 1,000,000 shares of preferred stock, $0.01 par value
         per share (hereinafter referred to as "Preferred Stock").

    FIFTH: The foregoing amendment of the Certificate of Incorporation of the
Corporation was authorized by the vote at a meeting of the Board of Directors
of the Corporation, followed by the vote of the holders of at least a majority
of all of the outstanding shares of the Corporation entitled to vote on the
said amendment of the Certificate of Incorporation.

    IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.

Date: December 8,  1997
                                            /s/ Josephine Chaus
                                            ------------------------------
                                            Josephine Chaus
                                            Chairwoman of the Board


                                            /s/ Barton Heminover
                                            ------------------------------
                                            Barton Heminover
                                            Assistant Secretary

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