Exhibit 3(d)

                                                                          PAGE 1

                               State of Delaware

                        Office of the Secretary of State

                          -----------------------------

      I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "NANTUCKET HOSIERY MILLS INC.", FILED IN THIS OFFICE ON THE
TWENTY-FIFTH DAY OF FEBRUARY, A.D. 2000, AT 9 O'CLOCK A.M.

      A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.

                           [SECRETARY'S OFFICE SEAL]

                                                   /s/ Edward J. Freel
                                            ------------------------------------
                                            Edward J. Freel, Secretary of State

3183192 8100                                AUTHENTICATION: 0280629

001095634                                             DATE: 02-25-00
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                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 02/25/2000
                                                          001095634 - 3183192

                          CERTIFICATE OF INCORPORATION

                                       OF

                          NANTUCKET HOSIERY MILLS INC.

                                   ----------

            The undersigned,  a natural person,  for the purpose of organizing a
corporation  for conducting  the business and promoting the purpose  hereinafter
stated,  under the provisions and subject to the requirements of the laws of the
State of Delaware  (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental  thereto,  and known,  identified,  and
referred to as the "General  Corporation Law of the State of Delaware"),  hereby
certifies that:

            FIRST:  The  name  of  the  corporation   (hereinafter   called  the
"corporation") is NANTUCKET HOSIERY MILLS INC.

            SECOND: The address,  including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 1013 Centre
Road,  City of  Wilmington  19805,  County  of New  Castle;  and the name of the
registered  agent of the corporation in the State of Delaware at such address is
Corporation Service Company.

            THIRD: The purpose of the corporation is to engage in any lawful act
or  activity  for  which   corporations  may  be  organized  under  the  General
Corporation Law of the State of Delaware.

            FOURTH:  The total  number of shares of stock which the  corporation
shall  have  authority  to issue is ten  million.  The par value of each of such
shares is one mill.  All such  shares  are of one class and are shares of Common
Stock.

            FIFTH:  The name and the mailing address of the  incorporator are as
follows:

     NAME                                          MAILING ADDRESS
     ----                                          ---------------

Maria E. Garcia                              Two World Trade Center
                                             Suite 8746
                                             New York, New York 10048-8798

            SIXTH: The corporation is to have perpetual existence.


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            SEVENTH:  Whenever a compromise or arrangement  is proposed  between
this  corporation  and its  creditors  or any class of them and/or  between this
corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  corporation  under
ss. 291 of Title 8 of the  Delaware  Code or on the  application  of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
ss.279 of Title 8 of the Delaware Code order a meeting of the creditors or class
of  creditors,  and/or  of the  stockholders  or class of  stockholders  of this
corporation, as the case may be, to be summoned in such manner as the said court
directs.  If a majority  in number  representing  three  fourths in value of the
creditors  or  class  of  creditors,  and/or  of the  stockholders  or  class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise  or  arrangement,  the said  compromise or  arrangement  and the said
reorganization  shall, if sanctioned by the court to which the said  application
has been made, be binding on all the creditors or class of creditors,  and/or on
all the stockholders or class of stockholders,  of this corporation, as the case
may be, and also on this corporation.

            EIGHTH:  For the  management  of the business and for the conduct of
the  affairs of the  corporation,  and in further  definition,  limitation,  and
regulation  of the powers of the  corporation  and of its  directors  and of its
stockholders or any class thereof, as the case may be, it is further provided:

            1. The  management of the business and the conduct of the affairs of
      the corporation  shall be vested in its Board of Directors.  The number of
      directors  which shall  constitute  the whole Board of Directors  shall be
      fixed by, or in the manner  provided  in, the  Bylaws.  The phrase  "whole
      Board" and the phrase "total number of directors:  shall be deemed to have
      the same  meaning,  to wit,  the  total  number  of  directors  which  the
      corporation  would  have  if  there  were no  vacancies.  No  election  of
      directors need be by written ballot.

            2. After the original or other Bylaws of the  corporation  have been
      adopted,  amended, or repealed, as the case may be, in accordance with the
      provisions  of  ss.109  of the  General  Corporation  Law of the  State of
      Delaware,  and, after the  corporation has received any payment for any of
      its  stock,  the  power to  adopt,  amend,  or  repeal  the  Bylaws of the
      corporation may be exercised by the Board of Directors of the corporation;
      provided,  however, that any provision for the classification of directors
      of the  corporation  for  staggered  terms  pursuant to the  provisions of
      subsection  (d) of ss.141 of the General  Corporation  Law of the State of
      Delaware  shall be set forth in an initial  Bylaw of in a Bylaw adopted by
      the stockholders entitled to vote of the corporation unless provisions for
      such   classification   shall  be  set  forth  in  this   certificate   of
      incorporation.


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            3.  Whenever the  corporation  shall be authorized to issue only one
      class of stock, each outstanding share shall entitle the holder thereof to
      notice of, and the right to vote at, any meeting of stockholders. Whenever
      the corporation shall be authorized to issue more than one class of stock,
      no  outstanding  share of any class of stock which is denied  voting power
      under the provisions of the certificate of incorporation shall entitle the
      holder thereof to the right to vote at any meeting of stockholders  except
      as the  provisions  of paragraph  (2) of  subsection  (b) of ss.242 of the
      General  Corporation Law of the State of Delaware shall otherwise require;
      provided, that no share of any such class which is otherwise denied voting
      power  shall  entitle  the  holder  thereof to vote upon the  increase  or
      decrease in the number of authorized shares of said class.

            NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of ss.102 of the General  Corporation  Law of the State of
Delaware, as the same may be amended and supplemented.

            TENTH: The corporation shall, to the fullest extent permitted by the
provisions of ss.145 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented,  indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all of
the expenses,  liabilities,  or other matters  referred to in or covered by said
section,  and indemnification  provided for herein shall not be deemed exclusive
of any other rights to which those  indemnified may be entitled under any Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action  in such  person's  official  capacity  and as to  action  in  another
capacity  while holding such office,  and shall  continue as to a person who has
ceased to be a  director,  officer,  employee,  or agent and shall  inure to the
benefit of the heirs, executors, and administrators of such person.

            ELEVENTH:   From  time  to  time  any  of  the  provisions  of  this
certificate of incorporation  may be amended,  altered,  or repealed,  and other
provisions  authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time  prescribed by said laws,
and all rights at any time conferred upon the stockholders of the corporation by
this certificate of incorporation  are granted subject to the provisions of this
Article ELEVENTH.

Signed on February 25, 2000.

                                       /s/ Maria E. Garcia
                                       -----------------------------------------
                                       Maria E. Garcia, Incorporator


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