<PAGE>
 
                                                                 EXHIBIT 3(i)(a)

                            CERTIFICATE OF AMENDMENT
                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                THE BIBB COMPANY


     The Bibb Company (hereinafter called the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, does hereby certify:

     1.   The name of the Corporation is THE BIBB COMPANY.

     2.   The Certificate of Incorporation of the Corporation is hereby amended
by striking out Article 4 thereof in its entirety and by substituting in lieu of
said Article the following new Article 4:

     "4.  Authorized Capital.  The aggregate number of shares of   stock which
          ------------------                                                  
the Corporation shall have authority to issue is   30,000,000 shares, divided
into two (2) classes consisting   of 5,000,000 shares of Preferred Stock, par
value $.01 per   share ("Preferred Stock"), and 25,000,000 shares of Common
Stock, par value $.01 per share ("Common Stock").

          The following is a statement of the designations, preferences,
     qualifications, limitations, restrictions and the special or relative
     rights granted to or imposed upon the shares of each such class.

          A.   PREFERRED STOCK
               ---------------

               1. Issue in Series.  Preferred Stock may be issued from time to
                  ---------------                                             
     time in one or more series, each such series to have the terms stated
     herein and in the resolution of the Board of Directors of the Corporation
     providing for its issue.  All shares of any one series of Preferred Stock
     will be identical, but shares of different series of Preferred Stock need
     not be identical or rank equally except insofar as provided by law or
     herein.

               2. Creation of Series.  The Board of Directors will have
                  ------------------                                   
     authority by resolution to cause to be created one or more series of
     Preferred Stock, and to determine and fix with respect to each series prior
     to
<PAGE>
 
     the issuance of any shares of the series to which such resolution relates:

               (a)  the distinctive designation of the series and the number of
     shares which will constitute the series, and whether or not such number may
     be increased or decreased (but not below the number of shares then
     outstanding) from time to time by action of the Board of Directors;

               (b)  the dividend rate and the times of payment of dividends, if
     any, on the shares of the series, whether dividends will be cumulative, and
     if so, from what date or dates;
 
               (c)  whether or not the shares of the series are redeemable and,
     if so, the price or prices at which, and the terms and conditions on which,
     the shares of the series may be redeemed at the option of the Corporation;

               (d)  whether or not the shares of the series will be entitled to
     the benefit of a retirement or sinking fund to be applied to the purchase
     or redemption of such shares and, if so entitled, the amount of such fund
     and the terms and provisions relative to the operation thereof;

               (e)  whether or not the shares of the series will be convertible
     into, or exchangeable for, any other shares of stock of the Corporation or
     other securities, and if so convertible or exchangeable, the conversion
     price or prices, or the rates of exchange, and any adjustments thereof, at
     which such conversion or exchange may be made, and any other terms and
     conditions of such conversion or exchange;

               (f)  the rights of the shares of the series in the event of
     voluntary or involuntary liquidation, dissolution or winding up of the
     Corporation;

               (g)  whether or not the shares of the series will have priority
     over or be on a parity with or be junior to the shares of any other series
     or class in any respect or will be entitled to the benefit of limitations
     restricting the issuance of shares of any other series or class having
     priority over or being on a parity with the shares of such series in any
     respect, or restricting the

                                       2
<PAGE>
 
     payment of dividends on or the making of other distributions in respect of
     shares of any other series or class ranking junior to the shares of the
     series as to dividends or assets, or restricting the purchase or redemption
     of the shares of any such junior series or class, and the terms of any such
     restriction;

               (h)  whether or not the series will have voting rights, in
     addition to any voting rights provided by law, and, if so, the terms of
     such voting rights; and

               (i)  any other preferences, qualifications, privileges, options
     and other relative or special rights and limitations of that series.

          B.   COMMON STOCK
               ------------

               1. Dividends.  Holders of Common Stock will be entitled to
                  ---------                                              
     receive such dividends as may be declared by the Board of Directors.

               2. Voting Rights.  The holders of Common Stock shall have the
                  -------------                                             
     general right to vote for all purposes, including the election of
     Directors, as provided by law.  Subject to the terms of the Preferred Stock
     Designation, each holder of Common Stock shall be entitled to one vote for
     each share thereof held.

               The Corporation will not issue any non-voting equity securities;
     provided, however, that this provision, included in this Amended and
     --------  -------                                                   
     Restated Certificate of Incorporation in compliance with section 1123(a)(6)
     of title 11 of the United States Code, as amended (the "Bankruptcy Code"),
     will have no force and effect beyond that required by section 1123(a)(6) of
     the Bankruptcy Code and will be effective only for so long as section
     1123(a)(6) of the Bankruptcy Code is in effect and applicable to the
     Corporation."

     3.   The Certificate of Incorporation of the Corporation is hereby amended
by adding the following paragraph as a new Article 10 and renumbering the
existing Article 10 as Article 11:

          "10.  Indemnification.  Each person who is or was or has agreed to
                ---------------                                             
     become a Director or officer of the Corporation, and each such person who
     is or was serving or who had agreed to serve at the request of the Board or
     an officer of the Corporation as an employee or agent of the Corporation or
     as a director, officer,

                                       3
<PAGE>
 
     employee, or agent of another corporation, partnership, joint venture,
     trust, or other entity, whether for profit or not for profit (including the
     heirs, executors, administrators, or estate of such person), will be
     indemnified by the Corporation to the fullest extent permitted by the
     Delaware General Corporation Law or any other applicable law as currently
     or hereafter in effect and will be entitled to advancement of expenses in
     connection therewith.  The right of indemnification and of advancement of
     expenses provided in this Article 10 (i) will not be exclusive of any other
     rights to which any person seeking indemnification or advancement of
     expenses may otherwise be entitled, including without limitation pursuant
     to any contract approved by a majority of the Whole Board (whether or not
     the Directors approving such contract are or are to be parties to such
     contract or similar contracts), and (ii) will be applicable to matters
     otherwise within its scope whether or not such matters arose or arise
     before or after the adoption of this Article 10.  Without limiting the
     generality or the effect of the foregoing, the Corporation may adopt By-
     laws, or enter into one or more agreements with any person, which provides
     for indemnification and/or advancement of expenses greater or different
     than that provided in this Article 10 or the Delaware General Corporation
     Law.  Any amendment or repeal of, or adoption of any provision inconsistent
     with, this Article 10 will not adversely affect any right or protection
     existing hereunder, or arising out of facts occurring, prior to such
     amendment, repeal, or adoption and no such amendment, repeal, or adoption,
     will affect the legality, validity, or enforceability of any contract
     entered into or right granted prior to the effective date of such
     amendment, repeal, or adoption."

     4.   The amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

                                       4
<PAGE>
 
     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed by its duly authorized officer as of the 10th day of
October, 1997.


 
                                     /s/ Charles R. Tutterow
                                    ------------------------------------
                                    Name:  Charles R. Tutterow
                                    Title: Vice President

                                       5