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                                                             EXHIBIT 3.2
                                                             -----------


                                                      As amended through
                                                       November 23, 1999


                          KELLWOOD COMPANY


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

                              BY-LAWS


                             ----------

                              OFFICES


                             ----------



     Section 1.1. Principal Office. The principal office shall be in
                  ----------------
the City of Wilmington, County of New Castle, State of Delaware, and the
name of the resident agent in charge thereof is The Prentice Hall
Corporation System, Inc. (As amended February 22, 1994, by Executive
Committee Resolution.)

     Section 1.2. Other Offices. The Corporation may also have an
                  -------------
office in the City of Chicago, State of Illinois, and also offices at
such other places as the Board of Directors may from time to time
determine or the business of the Corporation may require.

                       STOCKHOLDERS' MEETINGS
                       ----------------------

     Section 2.1. Place of Meetings. All meetings of stockholders for
                  -----------------
the election of directors shall be held at such place, within or without
the State of Delaware as the Board of Directors may fix by resolution,
or if no place is so fixed, then at the general office of the Company at
600 Kellwood Parkway in St. Louis County, Missouri.  All meetings of
stockholders, other than meetings for the election of directors, shall
be held at such place, within or without the State of Delaware as may
from time to time be fixed by the Board and specified in the respective
notices or waivers of notice thereof. (As amended May 30, 1974, by Board
Resolution.)

     Section 2.2. Annual Meetings. An annual meeting of stockholders,
                  ---------------
commencing with the meeting during the fiscal year 1995, shall be held
on the fourth Thursday after the first Thursday in May in each year,
with the first such meeting to be held in the calendar year 2001 if not
a legal holiday, and if a legal holiday then on the next secular day
following, at 10:00 A.M.; at which time they shall elect by a plurality
vote, a Board of Directors, and transact such other business as may
properly be brought before the meeting. (As amended May 31, 1978,
November 23, 1993, and November 23, 1999 by Board Resolution.)

     Section 2.3. Notice of Meeting. Written notice of the annual meeting
                  -----------------
shall be served upon or mailed to each stockholder entitled to vote
thereat at the stockholder's address as appears on the books of the
Corporation, at least ten days prior to the meeting, and shall state the
place, date and hour of the meeting. The notice must be given not less
than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at the meeting. (As amended February 26,
1991, by Board Resolution.)

     Section 2.4. Stockholders' List. At least ten days before every
                  ------------------
meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, showing the address
of each stockholder as shown on the records of the Corporation and the
number of voting shares held by each stockholder, shall be prepared by
the Secretary. The list shall be kept, either at a place within the city
where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the
meeting is to be held for a period of at least ten days prior to the
meeting. During the ten day period, the list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours. The list shall


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also be produced and kept at the time and place of the meeting the whole
time thereof, and subject to the inspection of any stockholder who may be
present. (As amended February 26, 1991, by Board Resolution.)

     Section 2.5. Special Meetings. Special meetings of the
                  ----------------
stockholders, for any purpose or purposes, unless otherwise prescribed
by statute or by the certificate of incorporation, may be called by the
Chairman of the Board or Secretary at the request in writing of a
majority of the Board of Directors. Such request shall state the purpose
or purposes of the proposed meeting. (As amended May 29, 1986, by Board
Resolution.)

     Section 2.6. Notice of Special Meetings. Written notice of a special
                  --------------------------
meeting of stockholders, stating the time and place and object thereof,
shall be served upon or mailed to each stockholder entitled to vote
thereat at such address as appears on the books of the Corporation, at
least five days before such meeting.

     Section 2.7. Quorum. The holders of a majority of the stock issued and
                  ------
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute a quorum
at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute, by the Certificate of
Incorporation or by these By-Laws. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented
by proxy, shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented any business may be transacted
which might have been transacted at the meeting as originally notified.

     Section 2.8. Voting. When a quorum is present at any meeting, the vote
                  ------
of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before
such meeting, unless the question is one upon which by express provision
of the statutes or of the Certificate of Incorporation or of these By-
Laws, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each stockholder
shall have one vote for each share of stock having voting power,
registered in his name on the books of the corporation. Except where the
transfer books of the corporation shall have been closed or a date shall
have been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted on at
any election of directors which shall have been transferred on the books
of the corporation twenty days next preceding such election of
directors.

     Section 2.9. Proxies. At any meeting of the stockholders every
                  -------
stockholder having the right to vote shall be entitled to vote in
person, or by proxy appointed by an instrument in writing subscribed by
the stockholder and bearing a date not more than three years prior to
the meeting, unless the proxy provides for a longer period.

Without limiting the manner in which a stockholder may authorize another
person or persons to act for him as proxy, a stockholder may validly
authorize another person or persons to act for or him as proxy by: (a)
executing a writing to that effect, which execution may be accomplished
by the stockholder or his authorized officer, director, employee or
agent signing the writing or causing his signature to be affixed to the
writing by any reasonable means including, but not limited to, by
facsimile signature; or (b) transmitting or authorizing the transmission
of the telegram, cablegram, or other means of electronic transmission to
the person who will be the holder of the proxy or to a proxy
solicitation firm, proxy support service organization or like agent duly
authorized by the person who will be the holder of the proxy to receive
such transmission, provided that any telegram, cablegram or other means
of electronic transmission must either set forth or be submitted with
information from which it can be determined that the telegram, cablegram
or other electronic transmission was authorized by the stockholder. If
it is determined that any telegram, cablegram or other electronic
transmission submitted pursuant to clause (b) above is valid, the
inspectors shall specify the information upon which they relied. Any
copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission created pursuant to the preceding sentence may
be substituted or used in lieu of the original writing or transmission
for any and all purposes for which the original writing or transmission
could be used, provided that such copy, facsimile telecommunication or
other reproduction shall be a complete reproduction of the entire
original writing or transmission. (As amended February 26, 1991, by
Board Resolution.)

     Section 2.10. Stockholder Nominations and Proposals.
                   -------------------------------------

(a) At any meeting of the stockholders, no business shall be conducted
which has not been properly brought before the meeting. To be properly
brought before a meeting, business must be (i) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (ii) otherwise properly brought before the


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meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the meeting by a stockholder.

(b) For business to be properly brought before a meeting by a
stockholder, the Secretary of the Corporation must have received written
notice not less than sixty (60) days nor more than ninety (90) days
prior to the meeting; provided, however, that in the event that less
than seventy (70) days' notice or prior public disclosure is given or
made to stockholders, notice by the stockholder to be timely must be
received no later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the meeting was
mailed or the public disclosure was made.

(c) In the case of stockholder nominations for election to the Board of
Directors, the notice shall set forth (i) the name, age, business
address and, if known, residence address of each nominee proposed in
such notice, (ii) the principal occupations or employment of each such
nominee for the past five (5) years, (iii) the number of shares of the
Corporation which are beneficially owned by each such nominee, (iv)
other directorships held by each nominee, (v) the names of business
entities of which each such nominee owns a ten percent (10%) or more
beneficial interest, and (vi) all other information with respect to the
nominees required by the Federal proxy rules in effect at the time the
notice is submitted. In addition, the notice shall be accompanied by a
statement, over the signature of each proposed nominee, that he consents
to being a nominee, if elected he intends to serve as a director, and
confirming the information with respect to him set forth in the notice.

(d) In the case of stockholder proposals other than the election of
directors, the notice shall set forth (i) a brief description of the
business to be brought before the meeting, (ii) the name, age, business
and residence address of the stockholder submitting the proposal, (iii)
the principal occupation or employment of that stockholder, (iv) the
number of shares of the corporation which are beneficially owned by the
stockholder, and (v) any material interest of the stockholder in the
business. The chairman of the meeting may, if the facts warrant,
determine and declare to the meeting that a stockholder nomination or
proposal was not made in accordance with the foregoing procedure and the
defective nomination or proposal shall be disregarded and the inspectors
of election shall not count any votes cast in favor thereof.
Notwithstanding anything in these By-Laws to the contrary, no elections
or other business shall be conducted at any meeting of the stockholders
except in accordance with the procedures set forth in this Section 2.10.
(Added by Board Resolution on May 29, 1986.) (As amended February 26,
1991, by Board Resolution.)

     Section 2.11. Voting Procedures and Inspectors of Elections.
                   ---------------------------------------------

(a) The Corporation, by action of the Secretary, shall, in advance of
any meeting of stockholders, appoint one or more inspectors to act at
the meeting of and make a written report thereof. The Corporation may
designate one or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is able to act
at a meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability.

(b) The inspectors shall (i) ascertain the number of shares outstanding
and the voting power of each, (ii) determine the shares represented at a
meeting and the validity of proxies and ballots, (iii) count all votes
and ballots, (iv) determine and retain for a reasonable period a record
of the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of shares
represented at the meeting, and their count of all votes and ballots.
The inspectors may appoint or retain other persons or entities to assist
the inspectors in the performance of the duties of the inspectors.

(c) The date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting shall be
announced at the meeting. No ballot, proxies or votes, nor any
revocations thereof or changes thereto, shall be accepted by the
inspectors after the closing of the polls unless the Court of Chancery
upon application by a stockholder shall determine otherwise.

(d) In determining the validity and counting of proxies and ballots,
the inspectors shall be limited to an examination of the proxies, any
information provided in accordance with clause (b) of Section 2.9 of
these By-Laws, ballots and the regular books and records of the
Corporation, except that the inspectors may consider other reliable
information for the limited purpose of reconciling proxies and ballots
submitted by or on behalf of banks, brokers, their nominees or similar
persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes


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than the stockholder, holds of record. If the inspectors consider other
reliable information for the limited purpose permitted herein, the
inspectors at the time they make their certification pursuant to
subsection (b)(v) of this Section shall specify the specific information
considered by them including the person or persons from whom they
obtained the information, when the information was obtained, the means
by which the information was obtained and the basis for the inspectors'
belief that the information is accurate and reliable.  (Added by Board
Resolution on February 26, 1991.)

                             DIRECTORS
                             ---------

     Section 3.1. Number of Directors. The number of directors of the
                  -------------------
corporation shall be ten. Directors need not be stockholders of the
corporation. The Board of Directors shall be divided into two classes as
nearly equal in number as may be, with the term of office of one class,
after the initial classification at the 1983 annual stockholders'
meeting, to expire in each year. When the number of directors is
changed, any newly created directorships or any decrease in
directorships shall be so apportioned among the classes as to make all
classes as nearly equal in number as possible. Subject to the foregoing
and to Section 3.3 below, at each annual meeting of stockholders the
successors to the class of directors whose term shall then expire shall
be elected to hold office for a term expiring at the second succeeding
annual meeting. (As amended by the Stockholders on August 2, 1983, and
by Resolution on May 31, 1989, by Resolution on May 27, 1993, by
Resolution on June 1, 1995 and by Resolution on November 21, 1995.)

     Section 3.2. Place of Meeting. The directors may hold their meetings
                  ----------------
outside of Delaware, at the office of the corporation or at such other
places as they may be from time to time to determine, or as shall be
fixed in the respective notices or waivers of notice of such meetings.

     Section 3.3. Vacancies. If the office of any director or directors
                  ---------
becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office, or otherwise, or a new
directorship is created, a majority of the remaining directors, though
less than a quorum, shall choose a successor or successors, or a
director to fill the newly created directorship. If a vacancy in the
Board of Directors occurs by reason of death, resignation, retirement,
disqualification, removal from office, or otherwise, the director
elected to fill the vacancy shall have the same term as his predecessor.
If the vacancy is as a result of an increase in the number of directors,
the director elected to fill the newly created directorship shall have
the same term as that of the other directors of the class of which he
shall be a member. (As amended by the Stockholders on August 2, 1983.)

     Section 3.4. General Powers. The property and business of the
                  --------------
corporation shall be managed by its Board of Directors which may
exercise all such powers of the corporation and do all such lawful acts
and things as are not by statute or by the Certificate of Incorporation
or by these By-Laws directed or required to be exercised or done by the
stockholders.

     Section 3.5. Committees of Directors. The Board of Directors may, by
                  -----------------------
resolution or resolutions passed by a majority of the whole Board,
designate one or more committees, each committee to consist of two or
more of the directors of the corporation, which, to the extent provided
in said resolution or resolutions, shall have and may exercise the
powers of the Board of Directors in the management of the business and
affairs of the corporation, and may have power to authorize the seal of
the corporation to be at fixed to all papers which may require it. Such
committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of
Directors. The committees shall keep regular minutes of their
proceedings and report the same to the Board when required.

     Section 3.6. Compensation of Directors. By resolution of the Board, an
                  -------------------------
annual or other periodic fee for members of the Board may be established
and expenses of attendance at Board meetings, if any, may be allowed.
Nothing herein contained shall be construed to preclude any director
from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.

     Section 3.7. Annual Meeting. The first meeting of the Board of
                  --------------
Directors held after the annual meeting of the shareholders in each year
shall constitute the annual meeting of the Board, and officers shall be
elected at this meeting. Notice of such meeting, unless waived, shall be
given by mail or telegram to each director elected at such annual
meeting, at his address as the same may appear on the records of the
corporation, or in the absence of such address, at his residence or
usual place of business, at least three (3) days before the day on which
such meeting is to be


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held. Said meeting may be held at such place as the Board may fix from
time to time or as may be specified or fixed in such notice or waiver
thereof.

     Section 3.8. Special Meetings. Special meetings of the Board of
                  ----------------
Directors may be held at any time on the call of the Chairman of the
Board or at the request in writing of any two (2) directors. Notice of
any such meeting, unless waived, shall be given by mail or telegram to
each director at his address as the same appears on the records of the
corporation not less than one (1) day prior to the day on which such
meeting is to be held if such notice is by telegram, and not less than
two (2) days prior to the day on which the meeting is to be held if such
notice is by mail. If the Secretary shall fail or refuse to give such
notice, then the notice may be given by the officer or any one of the
directors making the call.  Notwithstanding the foregoing, for purposes
of dealing with an emergency situation, as conclusively determined by
the directors or officer calling the meeting, notice may be given in
person, by telegram or cable, by telephone or wireless, or by any other
means that reasonably may be expected to provide similar notice, not
less than two (2) hours prior to the meeting. Any such meeting may be
held at such place as the Board may fix from time to time or as may be
specified or fixed in such notice or waiver thereof.  Notice may be
waived in writing by any director, either before or after the meeting.
Any meeting of the Board of Directors shall be a legal meeting without
any notice thereof having been given, if all the directors shall be
present thereat, and no notice of a meeting shall be required to be
given to any director who shall attend such meeting. (As amended by
Board Resolution, May 29, 1986.)

     Section 3.9. Action Without Meeting. Any action required or permitted
                  ----------------------
to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting, if prior to such action a
written consent thereto is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.

     Section 3.10.  Quorum and Manner of Action.  Except as otherwise
                    ---------------------------
provided in the Certificate of Incorporation or in these By-Laws, a
majority of the total number of directors as at the time specified by
the By-Laws shall constitute a quorum at any regular or special meeting
of the Board of Directors. Except as otherwise provided bylaw or by the
Certificate of Incorporation, as amended, or by these By-Laws, the act
of a majority of the directors present at any meeting at which a quorum
is present shall be the act of the Board of Directors. In the absence of
a quorum, a majority of the directors present may adjourn the meeting
from time to time until a quorum be had. Notice of any adjourned meeting
need not be given. Any director may require the "ayes" and "noes" to be
taken on any questions and recorded in the minutes. (As amended by the
Stockholders on August 2, 1983.)

     Section 3.11. Notices. Whenever, under the pro-visions of the statutes
                   -------
or of the Certificate of Incorporation or of these By-Laws, notice is
required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in
writing, by mail, by depositing the same in a post office or letter box,
in a post-paid sealed wrapper, or by delivery to a telegraph company,
addressed to such director or stockholder at such address as appears on
the books of the corporation, or, in default of other address, to such
director or stockholder at the General post office in the City of Dover,
Delaware, and such notice shall be deemed to be given at the time when
the same shall be thus mailed or delivered by a telegraph company.

     Section 3.12. Waivers of Notice. Whenever any notice is required to be
                   -----------------
given under the provisions of the statutes or of the Certificate of
Incorporation, or of these By-Laws, a waiver thereof in writing signed
by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.

                              OFFICERS
                              --------

     Section 4.1. Executive Officers. The executive officers of the
                  ------------------
corporation shall be a Chairman of the Board, President, such number of
Vice Presidents as the Board of Directors may determine, a Secretary and
a Treasurer. One person may hold any two of said offices except the office
of President and Secretary. Additional officers may from time to time
be appointed by the Board of Directors.

     Section 4.2. Election, Term of Office and Eligibility. The executive
                  ----------------------------------------
officers of the corporation shall be elected annually by the Board of
Directors at its annual meeting or at a special meeting held in lieu
thereof. Each officer, except such officers as may be appointed in
accordance with the provisions of Section 4.3 shall hold office until
his successor shall have been duly chosen and qualified or until his
death, resignation or removal. The Chairman of the


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Board and the President shall be and remain members of the Board of
Directors. None of the other officers need be members of the Board.

     Section 4.3. Subordinate Officers, etc. The Board of Directors may
                  -------------------------
appoint such Assistant Secretaries, Assistant Treasurers, Auditor and
other officers, such committees in addition to the Executive Committee,
and such agents as the Board may determine, to hold office for such
period, and with such authority and to perform such duties as the Board
may from time to time determine. The Board may, by specific resolution,
empower the President or the Executive Committee to appoint any such
subordinate officers or agents.

     Section 4.4.  Removal.  The Chairman of the Board, the President, any
                   -------
Vice President, the Secretary and/or the Treasurer may be removed at any
time, either with or without cause, but only by the affirmative vote of
the majority of the total number of directors as at the time specified
by the By-Laws. Any subordinate officer appointed pursuant to Section
4.3 may be removed at anytime, either with or without cause, by the
majority vote of the directors present at any meeting of the Board or by
any committee or officer empowered so to do by resolution of the Board.

     Section 4.5. Resignations. Any officer may resign at any time by giving
                  ------------
written notice to the Board of Directors or to the Chairman of the Board
or the Secretary of the corporation. Any such resignation shall take
effect at the time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to
make it effective.

     Section 4.6. Vacancies. A vacancy in any Office because of death,
                  ---------
resignation, removal, disqualification, or any other cause shall be
filled for the unexplored portion of the term in the same manner in
which an officer to fill said office may be chosen pursuant to Section
4.2 and/or 4.3.

     Section 4.7A. The Chairman of the Board. The Chairman of the Board
                   -------------------------
shall be the chief executive officer of the corporation. He shall have
executive authority to see that all orders and resolutions of the Board
of Directors are carried into effect, and, subject to the control vested
in the Board of Directors by statute, by the Certificate of
Incorporation, as amended, or by these By-Laws, shall administer and be
responsible for the overall management of, the business and affairs of
the corporation.  He shall preside at all meetings of the stockholders
and of the Board of Directors; and in general shall perform all duties
incident to the office of the Chairman of the Board and such other
duties as from time to time may be assigned to him by the Board of
Directors. (Amended July 28, 1964.)

      Section 4.7B.  The President.  The President shall perform such duties
                     -------------
as may from time to time be assigned by the Board of Directors, or the
Chairman of the Board, and in the absence or disability of the Chairman
of the Board, shall perform the duties of the Chairman of the Board.

     Section 4.8.  The Vice Presidents.  In the event of the absence or
                   -------------------
disability of the Chairman of the Board and the President, each Vice
President, in the order of his seniority, which shall be in the order of
his election, shall perform the duties of the President. The Vice
President shall also perform such other duties as from time to time may
be assigned to him by the Board of Directors.

     Section 4.9.  The Secretary.  The Secretary shall:
                   -------------

(a) Keep the minutes of the meetings of the stockholders and of the
Board of Directors in books provided for that purpose;

(b) See that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law;

(c) Be custodian of the records and of the seal of the corporation and
see that the seal or a facsimile or equivalent thereof is affixed to or
impressed or reproduced on all stock certificates prior to their issue,
and on all documents, the execution of which on behalf of the
corporation under its seal is duly authorized;

(d) Have charge of the stock record books of the corporation and keep or
cause to be kept the stock record and transfer books in such manner as
to show at any time the number of shares of each class of the capital
stock of the corporation issued and outstanding, the names and addresses
of the holders of record thereof, and the number of shares held by each;


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and exhibit or cause to be exhibited at all reasonable times to any
officer or director, upon application, the original or duplicate stock
ledger;

(e) See that the books, reports, statements, certificates, and all other
documents and records required by law are properly made, kept and filed;

(f) In general, perform all duties incident to the office of Secretary,
and such other duties as are provided by these By-Laws and as from time
to time are assigned to him by the Board of Directors or by the Chairman
of the Board.

     Section 4.10. The Assistant Secretaries. If one or more Assistant
                   -------------------------
Secretaries shall be appointed pursuant to the provisions of this
Article respecting subordinate officers, then, at the request of the
Secretary, or in his absence or disability, the Assistant Secretary
designated by the Secretary (or in the absence of such designations,
then any one of such Assistant Secretaries) shall perform the duties of
the Secretary, and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Secretary.

     Section 4.11.  The Treasurer.  The Treasurer shall:
                    -------------

(a) Receive, have charge and custody of, and be responsible for all
funds of, and securities owned or held by the corporation, and in
connection therewith, among other things: keep or cause to be kept full
and accurate records and accounts of receipts and disbursements in books
belonging to the corporation; deposit or cause to be deposited to the
credit of the corporation, all monies, funds and securities so received
in such bank or other depository as the Board of Directors or an officer
designated by the Board may from time to time establish; and disburse or
supervise the disbursement of the funds of the corporation as may be
properly authorized and take or cause to be taken proper vouchers for
such disbursements;

(b) Render to the Board of Directors at any meeting thereof, or from
time to time whenever the Board of Directors or the President may
require, an account of all transactions as Treasurer and an account of
the financial condition of the corporation, and render or cause to be
rendered a full financial report at the annual meeting of the
shareholders, if called upon to do so;

(c) In general, perform all the duties incident to the Office of
Treasurer and such other duties as from time to time may be assigned to
him by the Board of Directors or by the Chairman of the Board.

     Section 4.12.  The Assistant Treasurers.  If one or more Assistant
                    ------------------------
Treasurers shall be appointed pursuant to the provisions of this Article
respecting subordinate officers, then, at the request of the Treasurer,
or in his absence or disability, the Assistant Treasurer designated by
the Treasurer (or in the absence of such designation, then any one of
such Assistant Treasurers), shall perform all the duties of the
Treasurer and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Treasurer.

     Section 4.13.  Salaries.  The salaries of the officers shall be fixed
                    --------
from time to time by the Board of Directors, and no officer shall be
prevented from receiving such salary by reason of the fact that he is
also a director of the corporation.

     Section 4.14.  Bonds.  If the Board of Directors shall so require, the
                    -----
Treasurer, and any Assistant Treasurer and/or any other officer or agent
of the corporation shall give bond to the corporation in such amount and
with such surety as the Board of Directors may deem sufficient,
conditioned upon the faithful performance of their respective duties and
offices.

     Section 4.15.  Delegation of Duties.  In case of the absence of any
                    --------------------
officer of the corporation or for any other reason which may seem
sufficient to the Board, the Board of Directors may, for the time being,
delegate his powers and duties, or any of them, to any other officer or
to any director.


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                           SHARES OF STOCK
                           ---------------

     Section 5.1.  Regulation.  Subject to the terms of any contract of
                   ----------
the corporation, the Board of Directors may make such rules and
regulations as it may deem expedient concerning the issue, transfer, and
registration of certificates for share of the stock of the corporation,
including the issue of new certificates for lost or destroyed
certificates, and including the appointment of transfer agents and
registrars.

     Section 5.2.  Stock Certificates.  Certificates for shares of stock of
                   ------------------
the corporation shall be respectively numbered serially for each class
of shares, or series thereof, as they are issued, shall be impressed
with the corporate seal or a facsimile thereof, and shall be signed by
the Chairman of the Board or President or a Vice President, and by the
Secretary or Treasurer, or an Assistant Secretary or an Assistant
Treasurer. Any or all of the signatures on any certificate, including
those of transfer agents and registrars, may be a facsimile. Each
certificate shall exhibit the name of the corporation, the class (or
series of any class) and number of shares represented thereby, the name
of the holder, the par value of the shares represented thereby or that
such shares are without par value. Each certificate shall be otherwise
in such form as may be prescribed by the Board of Directors. (Amended
May 29, 1973.)

     Section 5.3.  Transfer of Shares.  The corporation may from time to
                   ------------------
time enter into an agreement or agreements with one or more if its
stockholders restricting the transferability of its stock in accord with
the general corporate purpose to have its stock owned by persons
actively engaged in the corporate business.  Subject to the terms of any
such agreement, shares of the capital stock of the corporation shall be
transferable on the books of the corporation by the holder thereof in
person or by his duly authorized attorney, upon the surrender and
cancellation of a certificate or certificates for a like number of
shares. As against the corporation a transfer of shares can be made only
on the books of the corporation and in the manner hereinabove provided,
and the corporation shall be entitled to treat the registered holder of
any share as the owner thereof and shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any
other person, whether or not it shall have express or other notice
thereof, save as expressly provided by the statutes of the State of
Delaware.

     Section 5.4.  Closing of Transfer Books.  The Board of Directors shall
                   -------------------------
have the power to close the stock transfer books of the corporation for
a period of not more than 60 or less than 10 days preceding the date of
any meeting of stockholders, or the date for payment of any dividends,
or the date for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, or for a
period of not more than 60 or less than 10 days in connection with
obtaining the consent of stockholders for any purpose; provided,
however, that in lieu of closing the stock transfer books as aforesaid,
the Board of Directors may fix, in advance, a date not more than 60 or
less than 10 days preceding the date of any meeting of stockholders or
the date for any payment of dividend, or the date for the allotment of
rights, or the date when any change or conversion or any exchange of
capital stock shall go into effect, or a date in connection with
obtaining such consent of stockholders for any purpose as a record date
for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting and any adjournment thereof, or entitled to
receive payment of any such dividend, or to receive any such allotment
or rights, or to exercise the rights in respect of any such change,
conversion, or exchange of capital stock, or to give such consent, and
in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or
to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case
may be, notwithstanding any transfer of any stock on the books of the
corporation after any such record date fixed as aforesaid. (As amended
by Board Resolution January 30, 1973.)

     Section 5.5.  Lost Certificates.  Any stockholder claiming that a
                   -----------------
certificate representing shares of stock has been lost or destroyed may
make an affidavit or affirmation of the fact and if the Board of
Directors so requires, advertise the same in a manner designated by the
Board, and give the corporation a bond of indemnity in form and with
security for an amount satisfactory to the Board, but not exceeding
double the value of the shares represented by said certificate;
whereupon a new certificate may be issued of the same tenor and
representing the same number, class and/or series of shares as were
represented by the certificate alleged to have been lost or destroyed.


<PAGE>
                         BOOKS AND RECORDS
                         -----------------

     Section 6.1. Location. The books, accounts and records of the
                  --------
corporation may be kept at such place or places within or without the
State of Delaware as the Board of Directors may from time to time
determine. In case the


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original stock ledger and transfer books of the corporation are kept
without said State, a duplicate of each thereof shall be kept at its
principal office in the State of Delaware.

     Section 6.2. Inspection. Except as otherwise provided by statute, the
                  ----------
books, accounts, and records of the corporation shall be open to
inspection by any member of the Board of directors during usual business
hours for any purpose reasonably related to his position as director;
and open to inspection by the stockholders, in person or by attorney or
other agent, upon their written demand under oath directed to the
corporation at its registered office or at its principal place of
business, stating the purpose thereof, during usual business hours, for
any proper purpose reasonably related to such person's interest as a
stockholder, and subject to such regulations as the Board of Directors
may prescribe. If an attorney or other agent shall be the person who
seeks the right of inspection, the demand under oath shall be
accompanied by a power of attorney or other writing authorizing the
attorney or agent to act on behalf of the stockholder. (As amended
February 26, 1991, by Board Resolution.)

     Section 6.3. Corporate Seal. The corporate seal shall contain two
                  --------------
concentric circles between which shall be the name of the corporation
and the word "Delaware" and in the center shall be inscribed the words
"Corporate Seal" and the year in which the Certificate of Incorporation
was issued.

                        DIVIDENDS AND RESERVES
                        ----------------------

     Section 7.1.  Dividends.  Subject to the provisions of the
                   ---------
Certificate of Incorporation, as amended and other lawful commitments of
the corporation, dividends upon the shares of any class of stock, or
series thereof, of the corporation may be declared by the Board of
Directors out of the net assets of the corporation in excess of its
capital or out of its net profits at any regular or special meeting of
the Board of Directors.  However, no dividend shall be declared or paid
which would impair the capital stock of the corporation.

     Section 7.2. Reserves. Before declaring any dividend or 'making any
                  --------
distribution of net assets in excess of capital or any distribution of
net profits, the Board of Directors, from time to time in their absolute
discretion, may set apart out of any funds of the corporation available
for dividends, a reserve or reserves for working capital, or to meet
contingencies, or for repairs or maintenance, or for any other lawful
purpose, and also, from time to time, may abolish or decrease any such
reserve or reserves.

                       MISCELLANEOUS PROVISIONS
                       ------------------------

     Section 8.1.  Fiscal Year.  The fiscal year of the corporation shall
                   -----------
end on the 31st day of January in each year or on such other date as the
Board of Directors may from time-to-time determine. (As amended by Audit
Committee of Board of Directors Resolution January 4, 1973, pursuant to
Board of Directors Resolution December 3, 1972 and as amended August 26,
1999, by the Board Resolution.)

     Section 8.2.  Depositaries.  The Board of Directors or an officer
                   ------------
designated by the Board shall appoint banks, trust companies, or other
depositaries in which shall be deposited from time to time the money or
securities of the corporation.

     Section 8.3. Checks, Drafts, Notes, etc. All checks, drafts, or other
                  --------------------------
orders for the payment of money, and all notes or other evidences of
indebtedness issued in the name of the corporation, shall be signed by
such officer or officers or agent or agents as shall from time to time
be designated by resolution of the Board of Directors or by an officer
appointed by the Board.

     Section 8.4.  Contracts, etc., How Executed.  Except as in the By-Laws
                   -----------------------------
otherwise provided, the Board of Directors may authorize any officer,
agent or agents, to enter into any contract or execute and deliver any
instrument in the name and on behalf of the corporation, and such
authority may be general or confined to specific instances.


<PAGE>
     Section 8.5. Stock in Other Corporations. Any shares of stock in any
                  ---------------------------
other corporation which may from time to time be held by this
corporation may be represented and voted at any meeting of the
shareholders of such corporation by the Chairman of the Board, the
President or a Vice President, or by any other person or persons
thereunto authorized by the Board of Directors, or by any proxy
designated by written instrument of appointment executed in the name of
this corporation by its Chairman of the Board, the President or a Vice
President and attested by the Secretary or


                                  64
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<PAGE>

an Assistant Secretary. Shares of stock belonging to the corporation need
not stand in the name of the corporation, but may be held for the benefit
of the corporation in the individual name of the Treasurer or of any other
nominee designated for the purpose by the Board of Directors. Certificates
for shares so held for the benefit of the corporation shall be endorsed in
blank or have proper stock powers attached so that said certificates are
at all times in due form for transfer, and shall be held for safekeeping
in such manner as shall be determined from time to time by the Board of
Directors.

     Section 8.6. Indemnification of Directors and Officers.
                  -----------------------------------------

(a) Right to Indemnification. Each person who was or is a party or is
    ------------------------
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he, or a person
of whom he is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans,
shall be indemnified and held harmless by the Corporation to the fullest
extent permitted by the laws of Delaware against all costs, charges,
expenses, liabilities and losses (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of his heirs, executors and administrators. The right to
indemnification conferred in this paragraph (a) shall be a contract
right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its
final disposition upon receipt by the Corporation of an undertaking, by
or on behalf of such director or officer, to repay all amounts so
advanced if it shall ultimately be determined that the director or
officer is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of its Board of Directors,
provide indemnification to employees and agents of the Corporation with
the same scope and effect as the foregoing indemnification of directors
and officers.

(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
    -------------------------------
this Section is not paid in full by the Corporation within thirty days
after a written claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall also be entitled to be paid the expense of
prosecuting such claim. It shall be a defense to any action (other than
an action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required
undertaking has been tendered to the Corporation) that the claimant has
failed to meet a standard of conduct which makes it permissible under
Delaware law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is permissible in the circumstances
because he has met such standard of conduct, nor an actual determination
by the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such
standard of conduct, nor the termination of any proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall be a defense to the action or create a presumption
that the claimant has failed to meet the required standard of conduct.

(c) Non-Exclusivity of Rights. The right to indemnification and the
    -------------------------
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, By-Law,
agreement, vote of stockholders or disinterested directors or otherwise.

(d) Insurance. The Corporation may maintain insurance, at its expense,
    ---------
to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any expense, liability or loss, whether or not
the Corporation would have the power to indemnify such person against
such expense, liability or loss under Delaware law.

(e) Expenses as a Witness. To the extent that any director, officer,
    ---------------------
employee or agent of the Corporation is by reason of such position, or a
position with another entity at the request of the Corporation, a
witness in any proceeding, he shall be indemnified against all costs and
expenses actually and reasonably incurred by him or on his behalf in
connection therewith.


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<PAGE>
<PAGE>

(f) Indemnity Agreements. The Corporation may enter into indemnity
    --------------------
agreements with the persons who are members of its Board of Directors
from time to time, and with such officers, employees and agents as the
Board may designate, providing in substance that the Corporation shall
indemnify such persons to the fullest extent permitted by Delaware law.

(g) Effect of Amendment. Any amendment, repeal or modification of any
    -------------------
provision of this Section by the stockholders or the directors of the
Corporation shall not adversely affect any right or protection of a
director or officer of the Corporation existing at the time of such
amendment, repeal or modification. (As amended May 28, 1987.)

     Section 8.7.  Amendment of By-Laws.  In accordance with authority
                   --------------------
expressly contained in the Certificate of Incorporation, these By-Laws
may be added to, altered, amended, or repealed, and new or other By-Laws
may be made and adopted by vote of a majority of the Board of Directors,
at any regular or special meeting of the Board, and without prior
notices of intent so to do. These By-Laws may also be added to, altered,
amended or repealed, and new or other By-Laws may be made and adopted by
vote of at least 75% of the shares entitled to vote thereon at any
regular or special meeting, and without prior notices of intent so to
do. (As amended by Stockholders on August 2, 1983.)

     Section 8.8. Validity of Contracts, etc. No contract or other
                  --------------------------
transaction between the corporation and any other corporation shall be
affected or invalidated by the f act that any one or more of the
directors of this corporation is or are interested in, or is a director
or officer, or are directors or officers of such other corporation, and
any director or directors, individually or jointly may be a party or
parties to or may be interested in any contract or transaction of this
corporation or in which this corporation is interested; and no contract,
actor transaction of this corporation with any person or persons, firms
or corporation, shall be affected or invalidated by the fact that any
director or directors of this corporation is a party, or are parties to,
or interested in, such contract, act or transaction, or in anyway
connected with such person or persons, firm or association, and each and
every person who may become a director of this corporation is hereby
relieved from any liability that may otherwise exist from contracting
with the corporation for the benefit of himself or any firm or
corporation in which he may be in any way interested; provided, however,
that in any such case the fact of such interest shall be disclosed to
other directors acting upon or in reference to such contract or
transaction.

     Section 8.9. Selection of Public Accountants.  Each year the Board of
                  -------------------------------
Directors shall select independent public accountants to audit the books
and accounts of the corporation. (As amended by Board Resolution
October 21, 1970.)

                      GROUPS AND GROUP PERSONNEL
                      --------------------------

     Section 9.1.  Establishment of Groups.  The Board of Directors of
                   -----------------------
this Corporation may cause all or a portion of the business and
operations of this Corporation to be divided into one or more
semiautonomous groups. Each group shall operate according to a charter
adopted by the Board of Directors which shall set out the basic
responsibilities, functions, and such other characteristics of that
group as the Board of Directors deems appropriate.  The Chief Executive
Officer of this Corporation may make such minor or temporary amendments
of group charters as he deems necessary and appropriate for the
efficient operation of a group. Each group may operate under a group
name approved for such purpose by the Chief Executive Officer.  The
Chief Executive officer may inter-change manufacturing or other
facilities among the several groups. Not less frequently than annually,
the Chief Executive Officer shall report to the Board of Directors
regarding all changes made in group charters and all inter-changes of
facilities among the groups.

     Section 9.2. Group Personnel. The head of each group shall be a group
                  ---------------
president appointed by the Board of Directors to serve at the pleasure
of the Board of Directors. A group president shall have the same
authority with respect to the affairs of the group as the president of
an independent corporation has with respect to the affairs of that
corporation. The authority of a group president shall be exercised in
accordance with the limits defined by the Board of Directors or
delegated by the Chief Executive officer. A group president may sign
contracts and other documents in the name of the group in the
furtherance of the approved and regular course of business of the group,
may cause the manufacturing and other facilities of the group to be
arranged or rearranged into divisions, and may appoint all personnel for
the group provided, however, that the Chief Executive officer of this
Corporation shall approve the divisional arrangement or re-arrangement
of the group and the persons appointed to the executive staff of the
group and as the head of any division within the group.


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<PAGE>
<PAGE>

     If one or more subsidiaries of this Corporation (or subsidiaries of a
corporation owned by this corporation) comprise a part of a group, the
group president of the group shall be the Chairman of the Board or
President of each such subsidiary and shall recommend to the Board of
Directors of each such subsidiary persons to be the officers of that
subsidiary.

     At least annually the Chief Executive Officer shall report to the Board
of Directors regarding the appointment of all group executive staff
personnel, group division heads and the election of all officers of
subsidiaries. (As amended October 29, 1969.)



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