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                                                                   EXHIBIT 3-A-3


                    CERTIFICATE OF DESIGNATION, PREFERENCES
                         AND RIGHTS OF SERIES A JUNIOR
                         PARTICIPATING PREFERRED STOCK

                                      of

                             HARTMARX CORPORATION


            Pursuant to Section 151 of the General Corporation Law
                           of the State of Delaware


     The undersigned officers of Hartmarx Corporation, a corporation organized
and existing under the General Corporation Law of the State of Delaware, in
accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY:

     That pursuant to the authority conferred upon the Board of Directors by the
Restated Certificate of Incorporation, as amended, of the said Corporation, the
said Board of Directors on December 6, 1995 adopted the following resolution
creating a series of 165,000 shares of Preferred Stock designated as Series A
Junior Participating Preferred Stock:

     BE IT FURTHER RESOLVED, that pursuant to the authority vested in the Board
of Directors of this Corporation in accordance with the provisions of its
Restated Certificate of Incorporation, as amended, a series of Preferred Stock
of the Corporation be and it is hereby created, and that the designation and
amount thereof and the voting powers, preferences and relative, participating,
optional and other special rights of the shares of
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such series, and the qualifications, limitations or restrictions thereof are as
follows:

     Section 1.  Designation and Amount.  The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" and the number of
shares constituting such series shall be 165,000.

     Section 2.  Dividends and Distributions.

     (A)  The holders of shares of Series A Junior Participating Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the last day of March, June, September and December in each
year (each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Junior Participating
Preferred Stock, in an amount per share (rounded to the nearest cent) equal to
the greater of (a) $0.01 or (b) subject to the provision for adjustment
hereinafter set forth, 1,000 times the aggregate per share amount of all cash
dividends, and 1,000 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock, par
value $2.50 per share, of the Corporation (the "Common Stock") since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Junior Participating Preferred Stock. In the
event the Corporation shall at any time after December 6, 1995 (the "Rights
Declaration Date") (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common

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Stock, or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the amount to which holders of shares of Series A
Junior Participating Preferred Stock were entitled immediately prior to such
event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     (B)  The Corporation shall declare a dividend or distribution on the Series
A Junior Participating Preferred Stock as provided in Paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $0.01 per share on the
Series A Junior Participating Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.

     (C)  Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Junior Participating Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the determination of holders of shares
of Series A Junior Participating Preferred Stock entitled to receive a
quarterly

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dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall not bear
interest.  Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a 
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.

     Section 3.  Voting Rights.  The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

     (A)  Subject to the provision for adjustment hereinafter set forth, each
share of Series A Junior Participating Preferred Stock shall entitle the holder
thereof to 1,000 votes on all matters submitted to a vote of the stockholders of
the Corporation.  In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the number of votes per share to which holders of shares of
Series A Junior Participating Preferred Stock were entitled immediately prior
to such event shall be adjusted by multiplying such number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

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     (B)  Except as otherwise provided herein or by law, the holders of shares
of Series A Junior Participating Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.

               (C)  (i)  If at any time dividends on any Series A Junior
     Participating Preferred Stock shall be in arrears in an amount equal to six
     (6) quarterly dividends thereon, the occurrence of such contingency shall
     mark the beginning of a period (herein called a "default period") which
     shall extend until such time when all accrued and unpaid dividends for all
     previous quarterly dividend periods and for the current quarterly dividend
     period on all shares of Series A Junior Participating Preferred Stock then
     outstanding shall have been declared and paid or set apart for payment.
     During each default period, all holders of Preferred Stock (including
     holders of the Series A Junior Participating Preferred Stock) with
     dividends in arrears in an amount equal to six (6) quarterly dividends
     thereon, voting as a class, irrespective of series, shall have the right to
     elect two (2) Directors.

               (ii)  During any default period, such voting right of the holders
     of Series A Junior Participating Preferred Stock may be exercised initially
     at a special meeting called pursuant to subparagraph (iii) of this Section
     3(C) or at any annual meeting of stockholders, and thereafter at annual
     meetings of stockholders, provided that such voting right shall not be
     exercised unless the holders of ten percent (10%) in number of shares of
     Preferred Stock outstanding shall be present in person or by proxy.  The
     absence of a quorum of the holders of Common Stock shall not affect the
     exercise

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     by the holders of Preferred Stock of such voting right.  At any meeting at
     which the holders of Preferred Stock shall exercise such voting right
     initially during an existing default period, they shall have the right,
     voting as a class, to elect Directors to fill such vacancies, if any, in
     the Board of Directors as may then exist up to two (2) Directors or, if
     such right is exercised at an annual meeting, to elect two (2) Directors.
     If the number which may be so elected at any special meeting does not
     amount to the required number, the holders of the Preferred Stock shall
     have the right to make such increase in the number of Directors as shall be
     necessary to permit the election by them of the required number.  After the
     holders of the Preferred Stock shall have exercised their right to elect
     Directors in any default period and during the continuance of such period,
     the number of Directors shall not be increased or decreased except by vote
     of the holders of Preferred Stock as herein provided or pursuant to the
     rights of any equity securities ranking senior to or pari passu with the
     Series A Junior Participating Preferred Stock.

               (iii)  Unless the holders of Preferred Stock shall, during an
     existing default period, have previously exercised their right to elect
     Directors, the Board of Directors may order, or any stockholder or
     stockholders owning in the aggregate not less than ten percent (10%) of
     the total number of shares of Preferred Stock outstanding, irrespective of
     series, may request, the calling of special meeting of the holders of
     Preferred Stock, which meeting shall thereupon be called by the Chairman,
     the President, a Vice-President or the Secretary of the Corporation.
     Notice of such meeting and of any annual meeting at which

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     holders of Preferred Stock are entitled to vote pursuant to this Paragraph
     (C)(iii) shall be given to each holder of record of Preferred Stock by
     mailing a copy of such notice to him or her at his or her last address as
     the same appears on the books of the Corporation.  Such meeting shall be
     called for a time not earlier than 20 days and not later than 60 days after
     such order or request or in default of the calling of such meeting within
     60 days after such order or request, such meeting may be called on similar
     notice by any stockholder or stockholders owning in the aggregate not less
     than ten percent (10%) of the total number of shares of Preferred Stock
     outstanding.  Notwithstanding the provisions of this Paragraph (C)(iii),
     no such special meeting shall be called during the period within 60 days
     immediately preceding the date fixed for the next annual meeting of the
     stockholders.

               (iv)  In any default period, the holders of Common Stock, and
     other classes of stock of the Corporation if applicable, shall continue to
     be entitled to elect the whole number of Directors until the holders of 
     Preferred Stock shall have exercised their right to elect two (2) Directors
     voting as a class, after the exercise of which right (x) the Directors so
     elected by the holders of Preferred Stock shall continue in office until
     their successors shall have been elected by such holders or until the
     expiration of the default period, and (y) any vacancy in the Board of
     Directors may (except as provided in Paragraph (C)(ii) of this Section 3)
     be filled by vote of a majority of the remaining Directors theretofore
     elected by the holders of the class of stock which elected the Director
     whose office shall have become vacant.  References in this

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     Paragraph (C) to Directors elected by the holders of a particular class of
     stock shall include Directors elected by such Directors to fill vacancies
     as provided in clause (y) of the foregoing sentence.

               (v)  Immediately upon the expiration of a default period, (x) the
     right of the holders of Preferred Stock as a class to elect Directors
     shall cease, (y) the term of any Directors elected by the holders of
     Preferred Stock as a class shall terminate, and (z) the number of Directors
     shall be such number as may be provided for in the certificate of 
     incorporation or by-laws irrespective of any increase made pursuant to the
     provisions of Paragraph (C)(ii) of this Section 3 (such number being
     subject, however, to change thereafter in any manner provided by law or in
     the certificate of incorporation or by-laws).  Any vacancies in the Board
     of Directors effected by the provisions of clauses (y) and (z) in the
     preceding sentence may be filled by a majority of the remaining Directors.

     (D)  Except as set forth herein, holders of Series A Junior
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

     Section 4.  Certain Restrictions.

     (A)  Whenever quarterly dividends or other dividends or distributions
payable on the Series A Junior Participating Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series A Junior
Participating Pre-

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ferred Stock outstanding shall have been paid in full, the Corporation shall not


               (i)  declare or pay dividends on, make any other distributions
     on, or redeem or purchase or otherwise acquire for consideration any
     shares of stock ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A Junior
     Participating Preferred Stock;

               (ii)  declare or pay dividends on or make any other distributions
     on any shares of stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Junior
     Participating Preferred Stock, except dividends paid ratably on the Series
     A Junior Participating Preferred Stock and all such parity stock on which
     dividends are payable or in arrears in proportion to the total amounts to
     which the holders of all such shares are then entitled;

               (iii)  redeem or purchase or otherwise acquire for consideration
     shares of any stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Junior
     Participating Preferred Stock, provided that the Corporation may at any
     time redeem, purchase or otherwise acquire shares of any such parity stock
     in exchange for shares of any stock of the Corporation ranking junior
     (either as to dividends or upon dissolution, liquidation or winding up) to
     the Series A Junior Participating Preferred Stock; or

               (iv)  purchase or otherwise acquire for consideration any shares
     of Series A Junior Participating Preferred Stock, or any

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     shares of stock ranking on a parity with the Series A Junior Participating
     Preferred Stock, except in accordance with a purchase offer made in writing
     or by publication (as determined by the Board of Directors) to all holders
     of such shares upon such terms as the Board of Directors, after
     consideration of the respective annual dividend rates and other relative
     rights and preferences of the respective series and classes, shall
     determine in good faith will result in fair and equitable treatment among
     the respective series or classes.

     (B)  The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under Paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

     Section 5.  Reacquired Shares.  Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof.  All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein.

     Section 6.  Liquidation, Dissolution or Winding Up.  (A)  Upon any
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Series A Junior Participating Preferred
Stock shall have received an amount equal to 1,000 times the Exercise Price,
plus an amount equal

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to accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment (the "Series A Liquidation Preference").
Following the payment of the full amount of the Series A Liquidation Preference,
no additional distributions shall be made to the holders of shares of Series A
Junior Participating Preferred Stock unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the Series A
Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in
subparagraph (C) below to reflect such events as stock splits, stock dividends
and recapitalizations with respect to the Common Stock) (such number in clause
(ii), the "Adjustment Number").  Following the payment of the full amount of the
Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Junior Participating Preferred Stock and Common
Stock, respectively, holders of Series A Junior Participating Preferred Stock
and holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to 1 with respect to such Preferred Stock and Common
Stock, on a per share basis, respectively.

     (B)  In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of preferred stock, if any,
which rank on a parity with the Series A Junior Participating Preferred Stock,
then such remaining assets shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquidation preferences.  In
the event, however, that there are not sufficient assets available to permit
payment in full of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.

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     (C)  In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

     Section 7.  Consolidation, Merger, etc.  In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount
of stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Junior Participating Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately

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prior to such event.

     Section 8.  No Redemption. The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.

     Section 9.  Amendment.  The Amended and Restated Certificate of
Incorporation of the Corporation shall not be further amended in any manner
which would materially alter or change the powers, preferences or special rights
of the Series A Junior Participating Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of a majority or more of
the outstanding shares of Series A Junior Participating Preferred Stock, voting
separately as a class.

     Section 10.  Fractional Shares. Series A Junior Participating Preferred
Stock may be issued in fractions of a share which shall entitle the holder, in
proportion to such holders fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all other
rights of holders of Series A Junior Participating Preferred Stock.

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     IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do
affirm the foregoing as true under the penalties of perjury this 31st day of
January, 1996.


                              HARTMARX CORPORATION


                              ---------------------------------
                              Name:  Glenn R. Morgan
                              Title: Executive Vice
                                       President and Chief 
                                       Financial Officer


Attest:


---------------------------
Secretary

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