Exhibit 3.2



                                     BY-LAWS

                                       OF

                         HYDE ATHLETIC INDUSTRIES, INC.

ARTICLE First

                                  Stockholders

Section  1.  Annual   Meeting.   Commencing  in  1988,  the  annual  meeting  of
stockholders shall be held on the first Thursday of May in each year (or if that
be a legal  holiday in the place  where the  meeting is to be held,  on the next
succeeding  full  business  day)  at the  hour  fixed  by the  Directors  or the
President  and stated in the notice of the  meeting.  The purposes for which the
annual  meeting is to be held,  in addition to those  prescribed  by law, by the
Articles of Organization or by these By-laws,  may be specified by the Directors
or the President.  If no annual meeting is held in accordance with the foregoing
provisions,  a special meeting may be held in lieu thereof, and any action taken
at such  meeting  shall have the same effect as if taken at the annual  meeting.

Section 2. Special Meetings.  Special meetings of the stockholders may be called
by the President or by the  Directors,  and shall be called by the Clerk,  or in
case of the death,  absence,  incapacity  or refusal of the Clerk,  by any other
officer,  upon written  application of one or more stockholders who are entitled
to vote at the meeting and who hold at least  one-tenth  part in interest of the
capital  stock  entitled to vote at the  meeting,  stating  the time,  place and
purposes of the meeting.  No call of a special meeting of the stockholders shall
be  required  if such  notice of the  meeting  shall have been waived in writing
(including a telegram) by every  stockholder  entitled to notice thereof,  or by
his attorney thereunto authorized.

Section 3. Place of Meetings.  All meetings of stockholders shall be held at the
principal office of the corporation  unless a different place (within the United
States) is fixed by the  Directors or the  President and stated in the notice of
the meeting.

Section 4.  Notices.  Notice of all meetings of  stockholders  shall be given as
follows,  to wit:- A written  notice,  stating the place,  day and hour thereof,
shall be given by the Clerk (or the person or persons  calling the meeting),  at
least ten days before the meeting, to each stockholder  entitled to vote thereat
and to each  stockholder  who, by law,  the Articles of  Organization,  or these
By-laws,  is entitled to such notice,  by leaving such notice with him or at his
residence or usual place of business,  or by mailing it,  postage  prepaid,  and
addressed to such stockholder at his address as it appears upon the books of the
corporation.  Notices of all meetings of  stockholders  shall state the purposes
for which the meetings are called. No notice need be given to any stockholder if
a written  waiver  of  notice,  executed  before  or after  the  meeting  by the
stockholder  or his attorney  thereunto  authorized is filed with the records of
the meeting.

Section 5. Quorum.  At any meeting of  stockholders a quorum for the transaction
of business shall consist of one or more individuals  appearing in person and/or
as  proxies  and owning  and/or  representing  a  majority  of the shares of the
corporation then outstanding and entitled to vote,  provided that less than such
quorum  shall have power to adjourn  the meeting  from time to time.

Section 6. Voting and  Proxies.  Each  stockholder  shall have one vote for each
share of stock  entitled to vote,  and a  proportionate  vote for any fractional
share  entitled to vote,  held by him of record  according to the records of the
corporation,   unless  otherwise  provided  by  the  Articles  of  Organization.
Stockholders  may vote either in person or by written  proxy dated not more than
six months  before the meeting  named  therein.  Proxies shall be filed with the
Clerk before being voted at any meeting or any  adjournment  thereof.  Except as
otherwise  limited  therein,  proxies shall entitle the persons named therein to
vote at the  meeting  specified  therein  and at any  adjourned  session of such
meeting but shall not be valid after final  adjournment of the meeting.  A proxy
with respect to stock held in the name of two or more persons  shall be valid if
executed  by one of them  unless  at or  prior  to  exercise  of the  proxy  the
corporation  receives a specific  written notice to the contrary from any one of
them. A proxy  purporting to be executed by or on behalf of a stockholder  shall
be deemed valid unless challenged at or prior to its exercise.

Section  7.  Action at  Meeting.  When a quorum is  present,  the  action of the
stockholders on any matter properly brought before such meeting shall be decided
by the holders of a majority of the stock present or represented and entitled to
vote and voting on such  matter,  except  where a different  vote is required by
law, the Articles of Organization or these By-laws. Any election by stockholders
shall  be  determined  by a  plurality  of the  votes  cast by the  stockholders
entitled to vote at the election.  No ballot shall be required for such election
unless  requested by a  stockholder  present or  represented  at the meeting and
entitled to vote in the election.

Section 8. Special Action.  Any action to be taken by stockholders  may be taken
without a meeting if all stockholders  entitled to vote on the matter consent to
the action by a writing filed with the records of the meetings of  stockholders.
Such consent  shall be treated for all purposes as a vote at a meeting.

Section 9. Record Date.  The  Directors may fix in advance a time which shall be
not more than sixty days prior to (a) the date of any  meeting of  stockholders,
(b) the date for the payment of any  dividend or the making of any  distribution
to  stockholders,  or (c) the  last day on  which  the  consent  or  dissent  of
stockholders  may be effectively  expressed for any purpose,  as the record date
for  determining the  stockholders  having the right to notice of and to vote at
such meeting and any adjournment  thereof, the right to receive such dividend or
distribution,  or the right to give such  consent or dissent.  In such case only
stockholders   of  record  on  such   record   date  shall   have  such   right,
notwithstanding  any transfer of stock on the books of the corporation after the
record date.  Without  fixing such record date the Directors may for any of such
purposes  close the transfer  books for all or any part of such period.

                                 ARTICLE Second

                                    Directors

Section 1.  Powers.  The Board of  Directors,  subject to any action at any time
taken by such stockholders as then have the right to vote, shall have the entire
charge, control and management of the corporation, its property and business and
may exercise all or any of its powers.

Section 2. Election.  A Board of Directors of such number,  not less than three,
nor more than seven, as shall be fixed by the stockholders,  shall be elected by
the stockholders at the annual meeting.

Section  3.  Vacancies.  Any  vacancy at any time  existing  in the Board may be
filled by the Board at any meeting. The stockholders having voting power may, at
a special meeting called at least in part for the purpose, choose a successor to
a Director  whose office is vacant,  and the person so chosen shall displace any
successor  chosen by the Directors.

Section 4. Enlargement of the Board. The number of the Board of Directors may be
increased and one or more additional Directors elected at any special meeting of
the stockholders,  called at least in part for the purpose,  or by the Directors
by vote of a majority of the Directors then in office.

Section 5.  Tenure.  Except as  otherwise  provided by law,  by the  Articles of
Organization  or by these  By-laws,  Directors  shall hold office until the next
annual meeting of stockholders  and thereafter until their successors are chosen
and qualified.  Any Director may resign by delivering his written resignation to
the  corporation  at its  principal  office or to the  President or Clerk.  Such
resignation  shall be  effective  upon  receipt  unless  it is  specified  to be
effective at some other time or upon the happening of some other event.

Section 6.  Removal.  A Director  may be removed from office (a) with or without
cause by vote of a majority of the stockholders entitled to vote in the election
of  Directors  or (b) for cause by vote of a majority of the  Directors  then in
office.  A Director  may be removed for cause only after  reasonable  notice and
opportunity  to be heard  before the body  proposing  to remove him.

Section  7.  Annual   Meeting.   Immediately   after  each  annual   meeting  of
stockholders,  or the special  meeting  held in lieu  thereof,  and at the place
thereof,  if a quorum of the  Directors  elected at such  meeting  were  present
thereat, there shall be a meeting of the Directors without notice; but if such a
quorum of the Directors elected thereat were not present at such meeting,  or if
present  do  not  proceed  immediately  thereafter  to  hold  a  meeting  of the
Directors,  the annual  meeting of the  Directors  shall be called in the manner
hereinafter  provided with respect to the call of special meetings of Directors.

Section 8. Regular  Meetings.  Regular  meetings of the Directors may be held at
such times and places as shall from time to time be fixed by  resolution  of the
Board and no notice need be given of regular  meetings  held at times and places
so fixed.  PROVIDED,  HOWEVER,  that any  resolution  relating to the holding of
regular  meetings  shall  remain in force only until the next annual  meeting of
stockholders,  or the special  meeting held in lieu thereof,  and that if at any
meeting of Directors at which a resolution is adopted  fixing the times or place
or places for any regular  meetings any  Director is absent no meeting  shall be
held  pursuant to such  resolution  until  either such  absent  Director  has in
writing or by telegram  approved the resolution or seven days have elapsed after
a copy of the  resolution  certified  by the  Clerk  has  been  mailed,  postage
prepaid,  addressed  to each such  absent  Director  at his last  known  home or
business address.

Section 9. Special Meetings.  Special meetings of the Directors may be called by
the  president or by the  Treasurer or by any two Directors and shall be held at
the place  designated in the call thereof.

Section 10.  Notices.  Notices of any special  meeting of the Directors shall be
given by the Clerk to each Director,  by mailing to him,  postage  prepaid,  and
addressed to him at his address as registered  on the books of the  corporation,
or if not so  registered at his last known home or business  address,  a written
notice of such  meeting at least four days before the  meeting or by  delivering
such notice to him at least  forty-eight  hours before the meeting or by sending
to him at least  forty-eight  hours  before the  meeting,  by  prepaid  telegram
addressed to him at such address,  notice of such meeting.  If the Clerk refuses
or neglects for more than  twenty-four  hours after  receipt of the call to give
notice of such special meeting, or if the office of Clerk is vacant or the Clerk
is absent from the Commonwealth of Massachusetts, or incapacitated,  such notice
may be given by the officer or one of the Directors calling the meeting.  Notice
need not be given to any Director if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
Director  who attends the meeting  without  protesting  prior  thereto or at its
commencement  the lack of  notice  to him.  A notice  or  waiver  of notice of a
Directors'  meeting need not specify the  purposes of the  meeting.

Section 11. Quorum.  At any meeting of the Directors a majority of the number of
Directors required to constitute a full Board as fixed in or determined pursuant
to  these  By-laws  as  then  in  effect,  shall  constitute  a  quorum  for the
transaction of business;  provided always that any number of Directors  (whether
one or more and whether or not  constituting a quorum) present at any meeting or
at any adjourned meeting may make any reasonable  adjournment  thereof.

Section 12. Action at Meeting. At any meeting of the Directors at which a quorum
is present, the action of the Directors on any matter brought before the meeting
shall be decided by the vote of a majority of those present and voting, unless a
different  vote is  required by law,  the  Articles  of  Organization,  or these
By-laws.

Section 13. Special  Action.  Any action by the Directors may be taken without a
meeting if a written  consent  thereto is signed by all the  Directors and filed
with the records of the Directors' meetings.  Such consent shall be treated as a
vote of the Directors for all purposes.

Section 14.  Committees.  The Directors may, by vote of a majority of the number
of  Directors  required  to  constitute  a full Board as fixed in or  determined
pursuant  to these  By-laws  as then in  effect,  elect  from  their  number  an
executive or other  committees and may by like vote delegate thereto some or all
of their powers except those which by law, the Articles of Organization or these
By-laws  they are  prohibited  from  delegating.  Except  as the  Directors  may
otherwise  determine,  any such  committee may make rules for the conduct of its
business,  but unless otherwise  provided by the Directors or in such rules, its
business  shall  be  conducted  as  nearly  as may be in the same  manner  as is
provided by these By-laws for the Directors.

                                 ARTICLE Third

                                    Officers

Section 1. Enumeration.  The officers of the corporation shall be a President, a
Treasurer,  a Clerk, and such Vice Presidents,  Assistant Treasurers,  Assistant
Clerks,  and  other  officers  as may  from  time to time be  determined  by the
Directors.

Section  2.  Election.  The  President,  Treasurer  and Clerk  shall be  elected
annually by the Directors at their first meeting following the annual meeting of
stockholders, or the special meeting held in lieu thereof. Other officers may be
chosen by the Directors at such meeting or at any other meeting.

Section 3.  Qualification.  The  President  may but need not be a  Director.  No
officer need by a  stockholder.  Any two or more offices may be held by the same
person.  The Clerk shall be a resident of  Massachusetts  unless the corporation
has a resident  agent  appointed  for the  purpose of  service of  process.  Any
officer  may be  required  by the  Directors  to  give  bond  for  the  faithful
performance  of his  duties  to the  corporation  in such  amount  and with such
sureties as the Directors may determine.

Section 4.  Tenure.  Except as  otherwise  provided by law,  by the  Articles of
Organization or by these By-laws, the President,  Treasurer and Clerk shall hold
office until the first meeting of the Directors  following the annual meeting of
stockholders,  or the special meeting held in lieu thereof, and thereafter until
his successor is chosen and  qualified.  Other  officers shall hold office until
the first meeting of the Directors following the annual meeting of stockholders,
or the special meeting held in lieu thereof,  unless a shorter term is specified
in the vote  choosing or appointing  them.  Any officer may resign by delivering
his written  resignation to the  corporation  at its principal  office or to the
President or Clerk, and such resignation  shall be effective upon receipt unless
it is specified to be effective at some other time or upon the happening of some
other event.

Section 5.  Removal.  The Directors may remove any officer with or without cause
by a vote of a  majority  of the  entire  number of  Directors  then in  office,
provided,  that an officer may be removed for cause only after reasonable notice
and opportunity to be heard by the Board of Directors prior to action thereon.

Section 6.  President.  The President when present shall preside at all meetings
of the stockholders and of the Directors. It shall be his duty and he shall have
the power to see that all orders and  resolutions  of the  Directors are carried
into effect.  The President,  as soon as reasonably  possible after the close of
each fiscal year,  shall submit to the  Directors a report of the  operations of
the corporation for such year and a statement of its affairs and shall from time
to time report to the  Directors  all  matters  within his  knowledge  which the
interests  of the  corporation  may  require to be brought  to its  notice.  The
President  shall  perform  such  duties and have such powers  additional  to the
foregoing as the Directors shall designate.

Section 7. Vice Presidents.  In the absence or disability of the President,  his
powers and duties shall be performed by the Vice President,  if only one, or, if
more than one, by the one designated for the purpose by the Directors. Each Vice
President  shall have such other  powers and  perform  such other  duties as the
Directors shall from time to time designate.

Section 8.  Treasurer.  The Treasurer  shall keep full and accurate  accounts of
receipts  and  disbursements  in books  belonging to the  corporation  and shall
deposit all moneys and other  valuable  effects in the name and to the credit of
the corporation in such  depositaries as shall be designated by the Directors or
in the absence of such designation in such depositaries as he shall from time to
time deem proper.  He shall  disburse the funds of the  corporation  as shall be
ordered by the  Directors,  taking proper  vouchers for such  disbursements.  He
shall promptly  render to the President and to the Directors such  statements of
his  transactions  and accounts as the President and Directors  respectively may
from time to time require. The Treasurer shall perform such duties and have such
powers additional to the foregoing as the Directors may designate.

Section 9. Assistant Treasurers.  In the absence or disability of the Treasurer,
his powers and duties  shall be performed by the  Assistant  Treasurer,  if only
one,  or,  if more  than  one,  by the one  designated  for the  purpose  by the
Directors.  Each  Assistant  Treasurer  shall have such other powers and perform
such other duties as the Directors shall from time to time designate.

Section  10.  Clerk.  The Clerk  shall  record in books kept for the purpose all
votes and  proceedings  of the  stockholders  and, if there be no  Secretary  or
Assistant  Secretary,  of the Directors at their meetings.  Unless the Directors
shall appoint a transfer agent and/or registrar or other officer or officers for
the purpose,  the Clerk shall be charged with the duty of keeping, or causing to
be kept,  accurate records of all stock outstanding,  stock certificates  issued
and stock  transfers,  and, subject to such other or different rules as shall be
adopted from time to time by the  Directors,  such records may be kept solely in
the stock  certificate  books. The Clerk shall perform such duties and have such
powers additional to the foregoing as the Directors shall designate.

Section 11.  Assistant  Clerks.  In the absence of the Clerk from any meeting of
the stockholders or, if there be no Secretary or Assistant  Secretary,  from any
meeting of the Directors,  the Assistant Clerk, if one be elected,  or, if there
be more than one, the one designated for the purpose by the Directors, otherwise
a Temporary  Clerk  designated  by the person  presiding at the  meeting,  shall
perform  the duties of the Clerk.  Each  Assistant  Clerk  shall have such other
powers and  perform  such other  duties as the  Directors  may from time to time
designate.

Section 12. Secretary and Assistant  Secretaries.  If a Secretary is elected, he
shall keep a record of the  meetings of the  Directors  and in his  absence,  an
Assistant  Secretary,  if one be elected, or, if there be more than one, the one
designated  for the purpose by the  Directors,  otherwise a Temporary  Secretary
designated by the person  presiding at the meeting,  shall perform the duties of
the Secretary. Each Assistant Secretary shall have such other powers and perform
such other duties as the Directors may from time to time designate.

                                 ARTICLE Fourth

                      Provisions Relating to Capital Stock

Section 1.  Certificates  of Stock.  Each  stockholder  shall be  entitled  to a
certificate or  certificates  representing  in the aggregate the shares owned by
him and certifying the number and class thereof,  which shall be in such form as
the  Directors  shall adopt.  Each  certificate  of stock shall be signed by the
President or a Vice  President and by the  Treasurer or an Assistant  Treasurer,
but when a  certificate  is  countersigned  by a transfer  agent or a registrar,
other than a Director,  officer or employee of the corporation,  such signatures
may be  facsimiles.  In case any  officer  who has  signed  or  whose  facsimile
signature  has been  placed on such  certificate  shall  have  ceased to be such
officer before such  certificate is issued,  it may be issued by the corporation
with the same effect as if he were such officer at the time of its issue.  Every
certificate for shares of stock which are subject to any restriction on transfer
pursuant to the Articles of Organization,  the By-laws or any agreement to which
the corporation is a party,  shall have the restriction  noted  conspicuously on
the  certificate  and shall  also set forth on the face or back  either the full
text of the restriction or a statement of the existence of such  restriction and
a  statement  that the  corporation  will  furnish a copy to the  holder of such
certificate upon written request and without charge.  Every  certificate  issued
when the  corporation  is  authorized  to issue more than one class or series of
stock  shall  set  forth  on its  face  or  back  either  the  full  text of the
preferences,  voting powers,  qualifications  and special and relative rights of
the shares of each class and series  authorized  to be issued or a statement  of
the existence of such  preferences,  powers,  qualifications  and rights,  and a
statement that the corporation will furnish a copy thereof to the holder of such
certificate upon written request and without charge.

Section  2.  Transfer  of  Stock.   The  stock  of  the  corporation   shall  be
transferable,  so as to affect the rights of the  corporation,  only by transfer
recorded  on the  books of the  corporation,  in  person  or by duly  authorized
attorney,  and upon the surrender of the  certificate or  certificates  properly
endorsed or assigned.

Section 3. Equitable Interests Not Recognized. The corporation shall be entitled
to treat the  holder of record of any share or shares of stock as the  holder in
fact thereof and shall not be bound to recognize any equitable or other claim to
or  interest in such share or shares on the part of any other  person  except as
may be otherwise expressly provided by law.

Section 4. Lost or Destroyed Certificates. The Directors of the corporation may,
subject to Massachusetts General Laws, Chapter 156B, Section 29, as amended from
time to time, determine the conditions upon which a new certificate of stock may
be issued in place of any certificate alleged to have been lost,  destroyed,  or
mutilated.

                                 ARTICLE Fifth

                           Stock in Other Corporations

Except as the Directors may otherwise designate,  the President or Treasurer may
waive  notice of, and  appoint any person or persons to act as proxy or attorney
in fact for this  corporation  (with or without power of  substitution)  at, any
meeting  of  stockholders   or   shareholders   of  any  other   corporation  or
organization,  the securities of which may be held by this corporation.  ARTICLE
Sixth

                              Inspection of Records

Books,  accounts,  documents  and  records of the  corporation  shall be open to
inspection by any Director at all times during the usual hours of business.  The
original,  or attested  copies,  of the  Articles of  Organization,  By-laws and
records of all meetings of the incorporators and stockholders, and the stock and
transfer  records,  which shall  contain the names of all  stockholders  and the
record  address  and  the  amount  of  stock  held  by  each,  shall  be kept in
Massachusetts at the principal office of the corporation, or at an office of its
transfer agent or of the Clerk.  Said copies and records need not all be kept in
the  same  office.  They  shall  be  available  at all  reasonable  times to the
inspection of any stockholder for any proper purpose but not to secure a list of
stockholders  for the purpose of selling said list or copies thereof or of using
the same  for a  purpose  other  than in the  interest  of the  applicant,  as a
stockholder, relative to the affairs of the corporation.

                                ARTICLE Seventh

                   Checks, Notes, Drafts and Other Instruments

Checks,  notes,  drafts and other  instruments for the payment of money drawn or
endorsed in the name of the  corporation may be signed by ay officer or officers
or person or persons authorized by the Directors to sign the same. No officer or
person shall sign any such  instrument  as aforesaid  unless  authorized  by the
Directors to do so.

                                 ARTICLE Eighth

                                      Seal

The seal of the  corporation  shall be circular in form,  bearing its name,  the
word  "Massachusetts",  and the year of its  incorporation.  The Treasurer shall
have  custody  of the  seal  and  may  affix  it (as may any  other  officer  if
authorized by the  Directors) to any  instrument  requiring the corporate  seal.

                                 ARTICLE Ninth

                                   Fiscal Year

The fiscal year of the  corporation  shall be the Calendar Year,  beginning with
December 31, 1976.

                                 ARTICLE Tenth

                                   Amendments

These By-laws may at any time be amended by vote of the  stockholders,  provided
that notice of the  substance of the proposed  amendment is stated in the notice
of the meeting. If authorized by the Articles or Organization, the Directors may
also make,  amend,  or repeal  these  By-laws in whole or in part,  except  with
respect to any provision thereof which by law, the Articles of Organization,  or
these By-laws  requires action by the  stockholders.  Not later than the time of
giving notice of the meeting of stockholders next following the making, amending
or  repealing  by the  Directors  of any  By-law,  notice  thereof  stating  the
substance of such change shall be given to all stockholders  entitled to vote on
amending  the By-laws.  Any By-law  adopted by the  Directors  may be amended or
repealed by the stockholders.

                                ARTICLE Eleventh

    Indemnification, Exoneration, and Exculpation of Directors and Officers

(a)  No director or officer of this corporation  shall in any event or under any
     circumstances be under any liability or  accountability to this corporation
     which  except for these  provisions  in this  section  (a) might  result by
     reason of or from any dealing,  contracting or other transaction (before or
     after the  adoption of this By-law)  entered into between this  corporation
     and any one or more enterprises the operations of the business of which are
     supervised,  under written contract or otherwise, by the same person, firm,
     corporation, trust, association, or other entity, legal or otherwise, which
     then is supervising the operation of the business of this  corporation,  or
     entered  into  between  this   corporation   and  said   supervisor   (said
     enterprises,  so supervised,  and said supervisor being hereinafter in this
     Article  called "said  outside  enterprises"),  or by reason of or from the
     fact that such  director or officer has been (prior to the adoption of this
     By-law)  or is  thereafter  at any time a  member,  director,  officer,  or
     stockholder  of, or otherwise,  directly or  indirectly,  connected with or
     interested in said outside  enterprises,  or any one or more of them, or by
     reason of or from any action at any time  (before or after the  adoption of
     this By-law)  taken or omitted by any such  director or officer as director
     or  officer  of this  corporation  or on  behalf of any one or more of said
     outside  enterprises in relation to matters with respect to which both this
     corporation and any one or more of said outside  enterprises are interested
     or  concerned  in common or  adversely  to each  other;  and no director or
     officer of this corporation  shall in any event or under any  circumstances
     be under any liability or  accountability  to this corporation which except
     for these  provisions in this section (a) might result by reason of or from
     any failure to disclose or to have disclosed  such  connection or interest,
     and no director or officer  shall be under any  obligation to disclose such
     connection or interest.

(b)  No director or officer of this corporation  shall in any event or under any
     circumstances be disqualified from dealing, contracting or participating in
     any transactions (before or after the adoption of this By-law) between this
     corporation  and such director or officer or between this  corporation  and
     said outside  enterprises or any other  enterprises,  or any one or more of
     them, nor shall any vote, decision or action of such director or officer or
     of the board of  directors  (before or after the  adoption of this  By-law)
     with respect to any transaction in any event or under any circumstances, be
     questioned or  invalidated  by reason of any  connection or interest of any
     director or officer with or in such  transaction or with or in said outside
     or other  enterprises,  or any one or more of them;  nor shall any dealing,
     contract,  or other  transaction  (before  or after  the  adoption  of this
     By-law) entered into between this  corporation and said director or officer
     or said outside or other  enterprises,  or any one or more of them;  in any
     event or under any  circumstances,  be affected or  invalidated by the fact
     that any one or more directors or officers of this corporation  (whether or
     not  participating  in this  corporation's  action with respect  thereto or
     voting  thereon or being  present at any meeting at which said action shall
     be  authorized)  are or were at any time directors or officers of or in any
     other way,  directly or  indirectly,  connected  with or interested in said
     outside  or other  enterprises,  or any one or more of them,  or with or in
     said dealing,  contract, or other transaction,  nor shall any such dealing,
     contract, or other transaction, in any event or under any circumstances, be
     affected or  invalidated  by any failure by any such director or officer to
     disclose or to have disclosed such connection or interest.

(c)  No dealing,  contract,  or other  transaction of this corporation  (entered
     into before or after the  adoption  of this  By-law) in which a director or
     officer of this  corporation  has or had any personal or adverse  interest,
     directly or  indirectly,  and no conduct  (before or after the  adoption of
     this By-law) by a director or officer of this corporation, which except for
     these  provisions  in this  section (c) might  result in any  liability  or
     accountability  by such director or officer to this  corporation or be void
     or voidable,  shall in any event or under any  circumstances  result in any
     such  liability or  accountability  or be void or voidable if such dealing,
     contract, or other transaction, or such conduct shall have been authorized,
     or  shall  be or  have  been  at  any  time  ratified  or  approved,  by an
     affirmative  vote of the holders of record  (whether or not such holders of
     record shall,  directly or  indirectly,  be or have been or include or have
     included such director or officer, or his personal  representatives,  shall
     be or have been a director  or officer of any such  holder or of any direct
     or indirect stockholder in such holder, or shall be or have been otherwise,
     directly or indirectly, connected with or interested in any such holder) of
     not less than such proportion of the voting stock of this corporation as is
     required  to effect  action by the  stockholders,  at any annual or special
     meeting of the stockholders duly called and warned for the purpose.

(d)  See Appendix.

(e)  Nothing  hereinbefore in this Article contained shall in any event or under
     any  circumstances  from the basis for any inference,  result,  conclusion,
     ruling,  or decision more stringent than would be reached or applied in the
     absence  of the  foregoing  provisions  of  this  Article.  If any  term or
     provision  of this  Article,  or the  application  thereof to any person or
     circumstances,  shall to any extent be held invalid or  unenforceable,  the
     remainder of this Article,  or the application of such term or provision to
     persons or circumstances other than those as to which it is held invalid or
     unenforceable,  shall not be affected thereby,  and each term and provision
     of this Article  shall be held valid and be enforced to the fullest  extent
     permitted by law.

                                    APPENDIX

                        ARTICLE ELEVENTH (d), AS AMENDED
                                  JUNE 25, 1987

(f)  The corporation shall, to the extent legally permissible, indemnify each of
     its directors and officers  (including  persons who serve at its request as
     directors,  offices or trustees of another  organization or in any capacity
     with respect to any employee  benefit  plan)  against all  liabilities  and
     expenses,   including  amounts  paid  in  satisfaction  of  judgments,   in
     compromise or as fines and penalties and counsel fees,  reasonably incurred
     by him in connection with the defense or disposition of any action, suit or
     other proceeding, whether civil or criminal, in which he may be involved or
     with which he may be threatened  while in or office of thereafter by reason
     of his being or having been such a director or officer, except with respect
     to any matter as to which he shall have been  adjudicated in any proceeding
     not to have acted in good faith in the  reasonable  belief  that his action
     was in the best interest of the  corporation  (any person  serving  another
     organization  in one or more of the indicated  capacities at the request of
     the corporation  who shall not have been  adjudicated in any proceeding not
     to have acted in good faith in the reasonable belief that his action was in
     the best  interest  of such other  organization  shall be deemed so to have
     acted in good faith with respect to the  corporation) or to the extent that
     such matter relates to service with respect to any employee benefit plan in
     the best of the participant or beneficiaries of such employee benefit plan;
     provided,  however,  that  as to any  matter  disposed  or by a  compromise
     payment  by such  director  or  officer  pursuant  to a  consent  decree or
     otherwise  , no  indemnification  either for said  payment or for any other
     expenses shall be provided unless such comprise shall be approved as in the
     best  interest of the  corporation,  after  notice  that it  involves  such
     indemnification:  (a) by a majority of the  disinterred  directors  then in
     office;  or (b) the  Company,  provided  that  there has been  obtained  an
     opinion in writing of  independent  legal counsel (who may be the Company's
     general  counsel)  to the effect that such  director or officer  appears to
     have acted in good faith in the  reasonable  belief  that his action was in
     the best interest of the  corporation;  or (c) by the holders of a majority
     of the outstanding stock at the time entitled to vote for directors, voting
     as a single class,  exclusive of any stock owned by any interested director
     or officer.  Expenses,  including  counsel fees reasonably  incurred by any
     director or officer in connection  with the defense or  disposition  of any
     such action, suit or other proceeding shall be pad from time to time by the
     corporation in advance of the final disposition  thereof upon receipt of an
     undertaking by such director or officer to repay the amounts so paid to the
     corporation if it is ultimately  determined that  indemnification  for such
     expenses is not  authorized  under this section.  If in an action,  suit or
     proceeding brought by or in the right of the corporation, a director of the
     corporation is held not liable for monetary  damages  whether  because that
     director is relieved of personal  liability under the provisions of Article
     6 of the Corporation's  Restated Articles of Organization or otherwise that
     director  shall be deemed to have met the stand of conduct  set forth above
     and to be entitled to indemnification  for expense  reasonably  incurred in
     the   defense  of  such   action,   suit  or   proceeding.   The  right  of
     indemnification  hereby  provided  shall not be  exclusive of or affect any
     other rights to which any  director or officer may be entitled.  As used in
     this  section,  the terms  "director"  and  "officer"  include the relevant
     individual's  heirs,  executors  and  administrators  and  an  "interested"
     director or officer is one against whom in such capacity the proceedings in
     question  or  another  proceeding  on the same or  similar  grounds is then
     pending.  Nothing  contained  in this  section  shall  affect any rights to
     indemnification  to which  corporate  personnel  other than  directors  and
     officers  may be  entitled  by contract  or  otherwise  under law.

                               BY-LAWS AMENDMENT

          The By-laws, as amended, of Hyde Athletic  Industries,  Inc. is hereby
     amended as follows:

1.   Article FIRST Section 1. Annual Meeting. The first sentence of this section
     is deleted and the following sentence is substituted therefore:

     "The annual meeting of  stockholders  shall be held within six months after
     the end of each fiscal year of the corporation on a date to be fixed by the
     Board of  Directors  or the  President  (which  date  shall  not be a legal
     holiday in the place where the meeting is to be held) at the time and place
     to be fixed by the Board of  Directors or the  President  and stated in the
     notice of the meeting."

2.   Article  FIRST Section 4.  Notices.  The first  sentence of this section is
     deleted and the following sentence is substituted therefore:

     "Notice of all meetings of stockholders shall be given as follows, to wit:-
     A written notice,  stating the place, day and hour thereof,  shall be given
     by the Clerk (or the person or persons calling the meeting), at least seven
     days before the meeting,  to each stockholder  entitled to vote thereat and
     to each  stockholder  who, by law, the Articles of  Organization,  or these
     By-laws,  is entitled to such notice, by leaving such notice with him or at
     his  residence  or usual  place of  business,  or by  mailing  it,  postage
     prepaid,  and  addressed to such  stockholder  at his address as it appears
     upon the books of the corporation."

3.   Article  FOURTH.  A new Section 5 is added to Article FOURTH to read in its
     entirety as follows:

     "Section 5. Issuance of Capital Stock. Any unissued capital stock from time
     to time authorized under the  corporation's  Articles of Organization,  and
     any capital stock of the corporation held in its treasury, may be issued by
     vote of the Board of  Directors,  in such manner and upon such terms as the
     Board of Directors may determine."

4.   Article NINTH. Fiscal Year. This article is deleted in its entirety and the
     following is substituted therefore:

                                 "ARTICLE NINTH

                                   Fiscal Year

     The fiscal year of the corporation  shall consist of a 52 or 53 week period
     and shall in each year end on the first Friday on or after December 31."

5.   Article  ELEVENTH.   Indemnification,   Exoneration,   and  Exculpation  of
     Directors and Officers.  Subject to stockholder approval of an amendment to
     the corporation's Restated Articles of Organization,  as amended,  relating
     to indemnification of directors and officers, paragraph (d) of this article
     is deleted in its entirety.

6.   Article TWELFTH.  A new Article TWELFTH is added to read in its entirety as
     follows:

                                "ARTICLE TWELFTH

                                  Chapter 110D

     Chapter 110D of the  Massachusetts  General Laws, as it may be amended from
     time to time, shall not apply to the corporation."

                                BY-LAW AMENDMENT

     The By-laws, as amended (the "By-laws"),  of Saucony, Inc., a Massachusetts
     corporation  formerly known as Hyde Athletic  Industries,  Inc., are hereby
     amended as follows:

A.   Title

     1.   The title of the  By-laws is amended and  restated in its  entirety as
          follows:

                            BY-LAWS OF SAUCONY, INC.

B.   ARTICLE SECOND: Directors

     1.   Section 2.  Election.  Section 2 of Article  Second by the  By-laws is
          amended and restated in its entirety as follows:

          Section 2. Election.  The number of Directors  which shall  constitute
          the  whole  Board  of  Directors  shall be  determined  by vote of the
          stockholders or the whole Board of Directors, but shall consist of not
          less than three  Directors  (except that whenever  there shall be only
          two  stockholders,  the number of Directors shall be not less than two
          and whenever  there shall be only one  stockholder,  there shall be at
          least one  Director).  The number of Directors may be decreased at any
          time and from time to time either by the stockholders or by a majority
          of the  Directors  then in  office,  but only to  eliminate  vacancies
          existing by reason of the death, resignation, removal or expiration of
          the term of one or more  Directors.  The Directors shall be elected at
          the annual meeting of  stockholders  by such  stockholders as have the
          right to vote on such  election.  No Director need be a stockholder of
          the corporation.

     2.   Section 10.  Notices.  Section 10 of Article  Second of the By-laws is
          amended and restated in its entirety as follows:

          Section 10. Notices.  Notice of any special meeting of Directors shall
          be given to each Director by the Clerk or by the officer or one of the
          Directors  calling  the  meeting.  Notice  shall be duly given to each
          Director  (i) by  giving  notice  to such  Director  in  person  or by
          telephone at least 24 hours in advance of the meeting, (ii) by sending
          a telegram,  telecopy or electronic mail, or delivering written notice
          by hand, to such Director's  last known  business,  home or electronic
          mail address at least 48 hours in advance of the meeting,  or (iii) by
          sending written notice,  via first-class  mail or reputable  overnight
          courier,  to such  Director's  last known  business or home address at
          least 72 hours in advance of the meeting.  Notice need not be given to
          any Director if a written waiver of notice,  executed by that Director
          before or after the meeting, is filed with the records of the meeting,
          or to any Director who attends the meeting  without  protesting  prior
          thereto or at its  commencement the lack of notice. A notice or waiver
          of notice of a meeting of the Board of Directors  need not specify the
          purposes of the meeting. If notice is given in person or by telephone,
          and affidavit of the Clerk,  officer or Director who gives such notice
          that the notice has been duly given shall, in the absence of fraud, be
          conclusive evidence that such notice was duly given.

C.       ARTICLE THIRD:  Officers

     1.   Section 6.  President.  Section 6 of Article  Third of the  By-laws is
          amended and restated in its entirety as follows:

          Section 6. President. The President shall, subject to the direction of
          the Board of Directors,  have general  charge and  supervision  of the
          business of the corporation. Unless otherwise provided by the Board of
          Directors,  he shall preside at all meetings of the stockholders  and,
          if he is a Director, at all meetings of the Board of Directors. Unless
          the Board of  Directors  has  designated  the Chairman of the Board or
          another officer as Chief Executive Officer, the President shall be the
          Chief  Executive  Officer  of the  corporation.  The  President  shall
          perform such other  duties and shall  possess such other powers as the
          Board of Directors may from time to time prescribe.