EXHIBIT
3.2





AMENDED
AND RESTATED





BYLAWS





OF





LAKELAND
INDUSTRIES, INC.





(A
Delaware Corporation)


___________________________________





ARTICLE
I





STOCKHOLDERS





Section
1.              STOCK CERTIFICATES;
UNCERTIFICATED SHARES.  The shares of the corporation shall be
represented by certificates, provided that the Board of Directors may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares.  Every holder of stock of
the corporation represented by certificates shall be entitled to have a
certificate, in such form as may be prescribed by law and by the Board of
Directors, representing the number of shares held by such holder registered in
certificate form.  Each such certificate shall be signed in a manner
that complies with Section 158 of the General Corporation Law of the State of
Delaware.  Each certificate for shares of stock which are subject to
any restriction on transfer pursuant to the Certificate of Incorporation, these
Bylaws, applicable securities laws or any agreement among any number of
stockholders or among such holders and the corporation shall have conspicuously
noted on the face or back of the certificate either the full text of the
restriction or a statement of the existence of such restriction.





If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and relative
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights shall be set forth in full or summarized on the face or back of
each certificate representing shares of such class or series of stock, provided
that in lieu of the foregoing requirements there may be set forth on the face or
back of each certificate representing shares of such class or series of stock a
statement that the corporation will furnish without charge to each stockholder
who so requests a copy of the full text of the powers, designations, preferences
and relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.





Within a
reasonable time after the issuance or transfer of uncertificated stock, the
corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to Sections 151, 202(a) or 218 (a) of the





General
Corporation Law of the State of Delaware or, with respect to Section 151 of
General Corporation Law of the State of Delaware, a statement that the
corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.





The
issue, transfer, conversion and registration of shares of stock of the
corporation shall be governed by such other regulations as the Board of
Directors may establish.





Section
2.              FRACTIONAL SHARE
INTERESTS.  The corporation may, but shall not be required to,
issue fractions of a share.  If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered or bearer form which
shall entitle the holder to receive a certificate for a full share upon the
surrender of such scrip or warrants aggregating a full share.  A
certificate for a fractional share shall, but scrip or warrants shall not unless
otherwise provided therein, entitle the holder to exercise voting rights, to
receive dividends thereon, and to participate in any of the assets of the
corporation in the event of liquidation.  The Board of Directors may
cause scrip or warrants to be issued subject to the conditions that they shall
become void if not exchanged for certificates representing full shares before a
specified date, or subject to the conditions that the shares for which script or
warrants are exchangeable may be sold by the corporation and the proceeds
thereof distributed to the holders of scrip or warrants, or subject to any other
conditions which the Board of Directors may impose.





Section
3.              STOCK
TRANSFERS.  Shares of stock of the corporation shall be
transferable in the manner prescribed by law and in these
Bylaws.  Transfers of shares of stock of the corporation shall be made
only on the books of the corporation or by transfer agents designated to
transfer shares of stock of the corporation.  Subject to applicable
law, shares of stock represented by certificates shall be transferred only on
the books of the corporation by the surrender to the corporation or its transfer
agent of the certificate representing such shares properly endorsed or
accompanied by a written assignment or power of attorney properly executed, and
with such proof of authority or the authenticity of signature as the corporation
or its transfer agent may reasonably require.  Except as may be
otherwise required by law, by the Certificate of Incorporation or by these
Bylaws, the corporation shall be entitled to treat the record holder of stock as
shown on its books as the owner of such stock for all purposes, including the
payment of dividends and the right to vote with respect to such stock,
regardless of any transfer, pledge or other disposition of such stock until the
shares have been transferred on the books of the corporation in accordance with
the requirements of these Bylaws.





Section
4.              RECORD DATE FOR
STOCKHOLDERS.  For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the directors may fix, in advance, a record date,
which


2


shall not
be more than sixty days nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action.  If no record date
is fixed, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held; the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which the first written
consent is expressed; and the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.  A determination of
stockholders of record entitled to notice of or to vote at any meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.





Section
5.              MEANING OF CERTAIN
TERMS.  As used herein in respect of the right to notice of a
meeting of stockholders or a waiver thereof or to participate or vote thereat or
to consent or dissent in writing in lieu of a meeting, as the case may be, the
term “share” or “shares” or “share of stock” or “shares of stock” or
“stockholder” or “stockholders” refers to an outstanding share or shares of
stock and to a holder or holders of record of outstanding shares of stock when
the corporation is authorized to issue only one class of shares of stock, and
said reference is also intended to include any outstanding share or shares of
stock and any holder or holders of record of outstanding shares of stock of any
class upon which or upon whom the certificate of incorporation confers such
rights where there are two or more classes or series of shares of stock or upon
which or upon whom the General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation.





Section
6.              STOCKHOLDER
MEETINGS.





(a)           TIME.  The
annual meeting of stockholders shall be held on the third Wednesday of June each
year, unless a different date is designated by the directors provided that each
successive annual meeting shall be held on a date within 13 months after the
date of the preceding annual meeting.  A special meeting shall be held
on the date and at the time fixed by the directors.





(b)           PLACE.  Annual
meeting and special meetings shall be held at such place, within or without the
State of Delaware, as the directors may, from time to time
fix.  Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Delaware.





(c)           CALL.  Annual
meetings and special meetings may be called by the directors or by any officer
instructed by the directors to call the meeting.


3


(d)          NOTICE OR WAIVER OF
NOTICE.  Written notice of all meetings shall be given, stating
the place, date, and hour of the meeting and stating the place within the city
or other municipality or community at which the list of stockholders of the
corporation may be examined.  The notice of an annual meeting shall
state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall, (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes.  The
notice of a special meeting shall in all instances state the purpose or purposes
for which the meeting is called.  The notice of any meeting shall also
include, or be accompanied by, any additional statements, information, or
documents prescribed by the General Corporation Law.  Except as
otherwise provided by the General Corporation Law, a copy of the notice of any
meeting shall be given, personally or by mail, not less than ten days nor more
than fifty days before the date of the meeting, unless the lapse of the
prescribed period of time shall have been waived, and directed to each
stockholder at his record address or at such other address which he may have
furnished by request in writing to the Secretary of the
corporation.  Notice by mail shall be deemed to be given when
deposited, with postage thereon prepaid, in the United States
mail.  If a meeting is adjourned to another time, not more than thirty
days hence, and/or to another place, and if an announcement of the adjourned
time and/or place is made at the meeting, it shall not be necessary to give
notice of the adjourned meeting unless the directors, after adjournment, fix a
new record date for the adjourned meeting.  Notice need not be given
to any stockholder who submits a written waiver of notice signed by him before
or after the time stated therein.  Attendance of a stockholder at a
meeting of stockholders shall constitute a waiver of notice of such meeting,
except when the stockholder attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of
notice.





(e)           STOCKHOLDER LIST.  The
officer who has charge of the stock ledger of the corporation shall prepare and
make, at least ten days before every meeting of stockholders, a complete list of
the stockholders, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city or other municipality or community 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.  The list
shall also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is
present.  The stock ledger shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote at any meeting of
stockholders.





(f)           CONDUCT OF
MEETING.  Meetings of the stockholders shall be presided over
by one of the following officers in the order of seniority and if present and
acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if
any, the President, a Vice-President, or, if none of the foregoing is in office
and present and acting, by a chairman to be chosen by the
stockholders.  The Secretary of the corporation, or in his absence, an
Assistant


4


Secretary,
shall act as secretary of every meeting, but if neither the Secretary nor an
Assistant Secretary is present the Chairman of the meeting shall appoint a
secretary of the meeting.





(g)           PROXY
REPRESENTATION.  Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a
meeting.  Every proxy must be signed by the stockholder or by his
attorney-in-fact.  No proxy shall be voted or acted upon after
three years from its date unless such proxy provides for a longer
period.  A duly executed proxy shall be irrevocable if it states that
it is irrevocable and, if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power.  A proxy
may be made irrevocable regardless of whether the interest with which it is
coupled is an interest in the stock itself or an interest in the corporation
generally.





(h)           INSPECTORS.  The
directors, in advance of any meeting, may, but need not, appoint one or more
inspectors of election to act at the meeting or any adjournment
thereof.  If any inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more
inspectors.  In case any person who may be appointed as an
inspector fails to appear or act, the vacancy may be filled by appointment made
by the directors in advance of the meeting or at the meeting by the person
presiding thereat.  Each inspector, if any, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector at such meeting with strict impartiality and according to
the best of his ability.  The inspectors, if any, shall determine the
number of shares of stock outstanding and the voting power of each, the shares
of stock represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders.  On request of the person presiding at the meeting,
the inspector or inspectors, if any, shall make a report in writing of any
challenge, question, or matter determined by him or them and execute a
certificate of any fact found by him or them.





(i)           QUORUM.  The
holders of a majority of the outstanding shares of stock shall constitute a
quorum at a meeting of stockholders for the transaction of any
business.  The stockholders present may adjourn the meeting despite
the absence of a quorum.





(j)           VOTING.  Each
share of stock shall entitle the holder thereof to one vote.  In the
election of directors, a plurality of the votes cast shall elect.  Any
other action shall be authorized by a majority of the votes cast except where
the General Corporation Law prescribes a different percentage of votes and/or a
different exercise of voting power.  In the election of directors, and
for any other action, voting need not be by ballot.





Section
7.              STOCKHOLDER ACTION WITHOUT
MEETINGS.  Any action required by the General Corporation Law
to be taken at any annual or special meeting of stockholders, or any action
which may be taken at any annual or special meeting of stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing,


5


setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.  Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.





ARTICLE
II





DIRECTORS





Section
1.              FUNCTIONS AND DEFINITION.  The
business and affairs of the corporation shall be managed by the Board of
Directors of the corporation.  The Board of Directors shall have
authority to fix the compensation of the members thereof.  The use of
the phrase “whole board” herein refers to the total number of directors which
the corporation would have if there were no vacancies.





Section
2.              QUALIFICATIONS AND
NUMBER.  A director need not be a stockholder, a citizen of the
United States, or a resident of the State of Delaware.  The initial
Board of Directors shall consist of five persons.  Thereafter the
number of directors constituting the whole board shall be at least (5) five and
no more than (7) seven. Subject to the foregoing limitation and except for
the first Board of Directors, such number may be fixed from time to time by
action of the stockholders or of the directors, or, if the number is not fixed,
the number shall be three.  The number of directors may be increased
or decreased by action of the stockholders or the directors.





Section
3.              ELECTION AND
TERM.  Commencing with the Annual Meeting of Stockholders to be
held in May 21, 1986, the directors of the Corporation shall be classified with
respect to the time for which they shall severally hold office by dividing them
into three classes, each class to be as nearly equal in number as possible,
which classes shall be designated as Class 1, Class 2 and Class
3.  Subject to the provisions hereof, the number of directors in each
class shall from time to time be designated by the Board of Directors of the
Corporation.  The Class 1 directors shall be elected initially for a
term of one year; the Class 2 directors shall be elected initially for a
term of two years; and the Class 3 directors shall be elected initially for a
term of three years.  At each annual meeting, the successors to the
class of directors whose terms shall expire that year shall be elected to hold
office for a term of three years and until their successors are elected and
qualified or until their earlier resignation or removal so that each term of
office of one class of directors shall expire in each year.  Vacancies
in the Board of Directors resulting from an increase in the authorized number of
directors or the death, resignation or removal of one or more directors, may be
filled by the vote of a majority of the remaining directors then in office,
although less than a quorum, or by the sole remaining
director.  Persons elected to fill vacancies resulting from the death,
resignation or removal of one or more directors shall hold office until the
expiration of the term of the director such person is elected to
replace.  Notwithstanding the rule that the three classes shall be as
nearly equal in number of directors as possible, in the event of any change in
the authorized number of directors each director then continuing to serve as
such shall nevertheless continue as a director of the class of which he is
a member until the expiration of his current term, or his prior death,
resignation or removal.  If any


6


newly
created directorship may, consistent with the rule that the three classes shall
be as nearly equal in number of directors as possible, be allocated to one or
two or more classes, the Board shall allocate it to that of the available
classes whose term of office is due to expire at the earliest date following
such allocation.





Section
4.              MEETINGS.





(a)           TIME.  Meetings
shall be held at such time as the Board shall fix, except that the first meeting
of the Board after an election of a class of directors shall be held as soon
after such election as the directors in office may conveniently
assemble.





(b)           PLACE.  Meeting
shall be held at such place within or without the State of Delaware as shall be
fixed by the Board.





(c)           CALL.  No
call shall be required for regular meetings for which the time and place have
been fixed.  Special meetings may be called by or at the direction of
the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, or
the President, or of a majority of the directors in office.





(d)           NOTICE OR ACTUAL OR
CONSTRUCTIVE WAIVER.  No notice shall be required for regular
meetings for which the time and place have been fixed.  Written, oral,
or any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat.  Notice need not be given to any director or to any member of
a committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein.  Attendance of any such
person at a meeting shall constitute a waiver of notice of such meeting, except
when he attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.  Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the directors need be
specified in any written waiver of notice.





(e)           QUORUM AND
ACTION.  A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole
Board.  A majority of the directors present, whether or not a quorum
is present, may adjourn a meeting to another time and place.  Except
as herein otherwise provided, and except as otherwise provided by the General
Corporation Law, the vote of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board.  The
quorum and voting provisions herein stated shall not be construed as conflicting
with any provisions of the General Corporation Law and these By-Laws which
govern a meeting of directors held to fill vacancies and newly created
directorships in the Board or action of disinterested directors.





(f)           CHAIRMAN OF THE
MEETING.  The Chairman of the Board, if any and if present and
acting, shall preside at all meetings.  Otherwise, the Vice-Chairman
of the


7


Board, if
any and if present and acting, or the President, if present and acting, or any
other director chosen by the Board, shall preside.





Section
5.              REMOVAL OF
DIRECTORS.  Any or all of the directors may be removed for
cause by either the stockholders or Board of Directors.





Section
6.              COMMITTEES.  Whenever
its number consists of five or more the Board of Directors may, by resolution
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.  The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.  In the absence or
disqualification of any member of any such committee or committees, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.  Any such committee, to the extent
provided in the resolution of the Board, shall have and may exercise the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation with the exception of any authority the delegation of
which is prohibited by Section 141 of the General Corporation Law, and may
authorize the seal of the corporation to be affixed to all papers which may
require it.





Section
7.               INFORMALACTION.  Any
member or members of the Board of Directors or of any committee designated by
the Board, may participate in a meeting of the Board, or any such committee, as
the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.  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 all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.





ARTICLE
III





OFFICERS





The
directors shall elect a President, a Secretary, and a Treasurer, and may elect a
Chairman of the Board of Directors, a Vice-Chairman thereof, and one or more
Vice-Presidents, Assistant Secretaries, and Assistant Treasurers, and may elect
or appoint such other officers and agents as are desired.  The
President may but need not be a director.  Any number of offices may
be held by the same person.





Unless
otherwise provided in the resolution of election or appointment, each officer
shall hold office until his successor is elected and qualified or until his
earlier resignation or removal.  Any officer may resign at any time
upon written notice to the corporation.





Offices
shall have the powers and duties defined in the resolutions appointing them;
provided, that the Secretary shall record all proceedings of the meetings or of
the written


8


actions
of the stockholders and of the directors, and any committee thereof, in a book
to be kept for that purpose.





The Board
of Directors may remove any officer for cause or without cause.





ARTICLE
IV





CORPORATE
SEAL





The
corporate seal shall be in such form as the Board of Directors shall
prescribe.





ARTICLE
V





FISCAL
YEAR





The
fiscal year of the corporation shall be fixed, and shall be subject to change,
by the Board of Directors.





ARTICLE
VI





CONTROL OVER
BYLAWS





The power
to amend, alter, and repeal these Bylaws and to adopt new Bylaws shall be vested
in the Board of Directors; provided, that the Board of Directors may delegate
such power, in whole or in part, to the stockholders; and provided, further,
that any Bylaw, other than an initial Bylaw, which provides for the election of
directors by classes for staggered terms shall be adopted by the
stockholders.




9