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                                                                 EXHIBIT 3(i)(b)


                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                               THE BIBB COMPANY

     THE BIBB COMPANY (the "Corporation"), a corporation incorporated under and
by virtue of the General Corporation Law of the State of Delaware, which was
originally incorporated under the name The New Bibb Company and its Certificate
of Incorporation was originally filed with the Secretary of State of Delaware on
June 7, 1996, does hereby certify as follows:

     1.   Name.  The name of the Corporation is The Bibb Company.
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     2.   Registered Office and Agent.  The address of the Corporation's
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registered office in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle.  The name of the Corporation's registered
agent at such address is The Corporation Trust Company.

     3.   Purpose.  The purposes for which the Corporation is formed are to
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engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware and to possess and
exercise all of the powers and privileges granted by such law and any other law
of the State of Delaware.

     4.   Authorized Capital.  The aggregate number of shares of stock which the
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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
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          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
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          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
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          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 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;

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                    (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 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
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          receive such dividends as may be declared by the Board of Directors.

               2. Voting Rights.  The holders of Common Stock shall have the
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          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
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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.

     5.   Bylaws.  The Board may make, amend, and repeal the Bylaws of the
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Corporation.  Any Bylaw made by the Board under the powers conferred hereby may

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be amended or repealed by the Board (except as specified in any such Bylaw so
made or amended) or by the stockholders in the manner provided in the Bylaws of
the Corporation.

     6.   Directors.
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          (a)  Number, Election, and Terms of Directors.  Subject to the rights,
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if any, of the holders of any series of Preferred Stock to elect additional
Directors, the number of the Directors of the Corporation will not be less than
three nor more than nine and will be fixed from time to time in the manner
described in the Bylaws of the Corporation.

          (b)  Newly Created Directorships and Vacancies.  Subject to the
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rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors, newly created Directorships resulting from any increase in
the number of Directors and any vacancies on the Board resulting from death,
resignation, disqualification, removal, or other cause will be filled solely by
the affirmative vote of a majority of the remaining Directors then in office,
even though less than a quorum of the Board, by a sole remaining Director, or,
if there is no remaining Director, by the stockholders.  Any Director elected in
accordance with the preceding sentence will hold office for the remainder of the
full term of the class of Directors in which the new Directorship was created or
the vacancy occurred and until such Director's successor has been elected and
qualified.  No decrease in the number of Directors constituting the Board may
shorten the term of any incumbent Director.

     7.   Right to Amend.  The Corporation reserves the right to amend any
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provision contained in this Certificate as the same may from time to time be in
effect in the manner now or hereafter prescribed by law, and all rights
conferred on stockholders or others hereunder are subject to such reservation.

     8.   Limitation on Liability.  The Directors of the Corporation shall be
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entitled to the benefits of all limitations on the liability of Directors
generally that are now or hereafter become available under the General
Corporation Law of Delaware.

          Without limiting the generality of the foregoing, no Director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director, except for liability (i) for
any breach of the Director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of

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the Delaware General Corporation Law, or (iv) for any transaction from which the
Director derived an improper personal benefit.  Any repeal or modification of
this Article 8 shall be prospective only, and shall not affect, to the detriment
of any director, any limitation on the personal liability of a Director of the
Corporation existing at the time of such repeal or modification.

     9.   Indemnification.    Each person who is or was or has agreed to become
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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, 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
9 (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 9. 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 9 or the Delaware General Corporation Law. Any amendment or repeal of,
or adoption of any provision inconsistent with, this Article 9 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.

     10.  Meetings.  Subject to the rights of the holders of any series of
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Preferred Stock, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing of such stockholders.

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     This Restated Certificate of Incorporation has been duly adopted in
accordance with (S) 245 of the General Corporation Law of the State
of Delaware and restates and integrates and does not further amend the
provisions of the Certificate of Incorporation, has heretofore amended, of the
Corporation.

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     IN WITNESS WHEREOF, the undersigned does hereby execute this Restated
Certificate of Incorporation this 13th day of October, 1997.



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

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