Exhibit
      4.2





RESTATED
 CERTIFICATE
        OF INCORPORATION
 OF
 LAKELAND
        INDUSTRIES, INC
 (Originally
        Incorporated On April 30, 1986)
 
 FIRST:                      The
        name of the Corporation (hereinafter called the “Corporation”) is Lakeland
        Industries, Inc.
 
 SECOND:                 The
        address, including street number, city and county, of the registered office
        of
        the Corporation in the State of Delaware is 1209 Orange Street, City of
        Wilmington, County of New Castle; and the name of the registered agent of
        the
        Corporation at such address is The Corporation Trust Company.
 
 THIRD:                   
         The purpose of the Corporation is to engage in any lawful act or activity
        for which corporations may be organized under the General Corporation Law
        of the
        State of Delaware.
 
 FOURTH:
              (a)
              The
                  total number of shares of stock which the Corporation shall have
                  authority
                  to issue is 11,500,000 shares, of which 10,000,000 shares shall
                  be Common
                  Stock of the par value of $.01 per share and 1,500,000 shares shall
                  be
                  Preferred Stock of the par value of $25.00 per share, issuable
                  in
                  series.
 (b)
              The
                  designations, preferences, privileges and voting powers of each
                  class of
                  stock of the Corporation, and the restrictions and qualifications
                  thereof,
                  shall be as follows:
 
 A.
              The
                  Serial Preferred Stock.  The Board of Directors is vested
                  with authority, to the extend permitted by the laws of Delaware,
                  to issue
                  the Serial Preferred Stock from time to time in one or more series,
                  each
                  series to have such relative rights, preferences and limitations
                  as shall
                  be determined by the Board of Directors. All shares of the Serial
                  Preferred Stock shall be identical except to the following relative
                  rights
                  and preferences as to which there may be variations between different
                  series:
 
 (1)
              The
                  number of shares constituting such series, and the designation
                  thereof to
                  distinguish the shares of such series from the shares of all other
                  series;
 (2)
              The
                  rate of dividend, the time of payment and the dates from which
                  dividends
                  shall be cumulative, and the extent of participation rights, if
                  any:
 (3)
              Any
                  right to vote with holders of shares of any other series or class,
                  the
                  number of votes per share and any right to
                  vote
  
  as
        a
        class, either generally or as a condition to specified corporate
        action;
 (4)
              The
                  price at and the terms and conditions on which shares may be
                  redeemed;
 (5)
              The
                  amount payable upon shares in the event of involuntary
                  liquidation.
 (6)
              The
                  amount payable upon shares in the event of voluntary
                  liquidation.
 (7)
              Sinking
                  fund provisions for the redemption or purchase of
                  shares;
 (8)
              The
                  terms and conditions on which shares may be converted, if the shares
                  of
                  any series are issued with the privilege of
                  conversion.
 
 Prior
        to
        the issuance of any shares of Preferred Stock, the Board of Directors shall
        have
        established such series by adopting a resolution or resolutions setting forth
        the designation and number of shares of the series and the voting powers,
        designations, preferences and relative, participating, optional, or other
        rights, if any, of the qualifications, limitations or restrictions thereof,
        if
        any, to the extent permitted by the provisions hereof, and the Corporation
        shall
        have filed, in the office of the Secretary of State of the State of Delaware,
        a
        certificate setting forth a copy of such resolution or resolutions.
 B.
              The
                  Common Stock.  Subject to the preferences, privileges and
                  voting powers, and the restrictions and qualifications thereof,
                  of the
                  Serial Preferred Stock, the holders of the common stock shall have
                  and
                  possess all rights appertaining to capital stock of the Corporation.
                  Holders of common stock shall have one vote for each share held.
                  At each
                  election for directors, every stockholder entitled to vote at such
                  election shall have the right to vote, in person or by proxy, the
                  number
                  of shares owned by him for as many persons as there are directors
                  to be
                  elected, at that time, and for whose election he has a right to
                  vote.
 
 FIFTH:                   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 so that each term of office of one
        class
        of directors shall expire in each year. Notwithstanding the rule that the
        three
        classes shall be a 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 is a member until the expiration of his current
        term or his prior death, resignation or removal. If any 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 follwing such
        allocation.
 
 SIXTH:                    The
        Corporation is to have perpetual existence.
 
 SEVENTH:     
                Whenever a compromise or
        arrangement is proposed between this Corporation and its creditors or any
        class
        of them and/or between this Corporation and its stockholders or any class
        of
        them, any court of equitable jurisdiction within the State of Delaware may,
        on
        the application in a summary way of this Corporation or of any creditor or
        stockholder thereof or on the application of any receiver or receivers appointed
        for this Corporation under the provisions of Section 291 of Title 8 of the
        Delaware Code or on the application of trustees in dissolution or of any
        receiver or receivers appointed for this Corporation under the provisions
        of
        Section 279 of Title 8 of the Delaware Code order  a meeting of the
        creditors or class of creditors, and/or of the stockholders or class of
        stockholders of this Corporation, as the case may be, to be summoned in such
        manner as the said court directs. If a majority in number representing
        three-fourths in value of the creditors or class of creditors, and/or the
        stockholders or class of stockholders of this Corporation, as the case may
        be,
        agree to any compromise or arrangement and to any reorganization of this
        Corporation as a consequence of such compromise or arrangement, the said
        compromise or arrangement and the said reorganization shall, if sanctioned
        by
        the court to which the said application has been made, be binding on all
        the
        creditors or class of creditors, and/or on all the stockholders or class
        of
        stockholders, of this Corporation, as the case may be, and also on this
        Corporation.
 
 EIGHTH:                 For
        the management of the business and for the conduct of the affairs of the
        Corporation, and in further definition, limitation and regulation of the
        powers
        of the Corporation and of its directors and of its stockholders or any class
        thereof, as the case may be, it is further provided:
 1.
              The
                  management of the business and the conduct of the affairs of the
                  Corporation, including the election of the Chairman of the Board
                  of
                  Directors, if any, the President, the Treasurer, the Secretary,
                  and other
                  principal officers of the Corporation, shall be vested in its Board
                  of
                  Directors. The number of directors which shall constitute the whole
                  Board
                  of Directors shall be fixed by, or in the manner provided in, the
                  By-Laws.
                  The phrase “whole Board” and the phrase “total number of directors” shall
                  be deemed to have the same meaning, to wit, the total number of
                  directors
                  which the Corporation would  have if there were no vacancies. No
                  election of directors need be by written
                  ballot.
 2.
              The
                  original By-Laws of the Corporation shall be adopted by the incorporator
                  unless the certificate of incorporation shall name the initial
                  Board of
                  Directors therein. Thereafter, the power to make, alter, or repeal
                  the
                  By-Laws, and to adopt
  
  any
        new
        By-Law, except a By-Law classifying directors for election for staggered
        terms,
        shall be vested in the Board of Directors.
 3.
              Whenever
                  the Corporation shall be authorized to issue only one class of
                  stock, each
                  outstanding share shall entitle the holder thereof to notice of,
                  and the
                  right to vote at, any meetings of stockholders. Whenever the Corporation
                  shall be authorized to issue more than one class of stock, no outstanding
                  share of any class of stock which is denied voting power under
                  the
                  provisions of the certificate of incorporation shall entitle the
                  holder
                  thereof to the right to vote, at any meeting of the stockholders
                  except as
                  the provisions of paragraph (b)(2) of Section 242 of the General
                  Corporation Law shall otherwise require; provided, that no share
                  of any
                  such class which is otherwise denied voting power shall entitle
                  the holder
                  thereof to vote upon the increase or decrease in the number of
                  authorized
                  shares of said class.
 
 NINTH:                   (a)           The
        Corporation shall, to the fullest extent permitted by Section 145 of the
        General
        Corporation Law of Delaware, as the same may be amended and supplemented,
        indemnify any and all persons whom it shall have power to indemnify under
        said
        section from and against any and all of the expenses, liabilities or other
        matters referred to in or covered by said section, and the indemnification
        provided for herein shall not be deemed exclusive under any By-Law, agreement,
        vote of stockholders or disinterested directors or otherwise, both as to
        action
        in his official capacity and as to action in another capacity while holding
        such
        office, and shall continue as to a person who has ceased to be a director,
        officer, employee or agent and shall inure to the benefit of the heirs,
        executors and administrators of such a person.
 (b)           The
        Corporation shall have the power to purchase and maintain insurance on behalf
        of
        any person who is or was a director, officer, employee or agent of the
        Corporation or is or was serving at the request of the Corporation as a
        director, officer, employee or agent of another corporation, partnership,
        joint
        venture, trust or other enterprise against any liability asserted against
        him
        and incurred by him in any such capacity, or arising out of his status as
        such,
        whether or not the Corporation would have the power to indemnify him against
        such liability under Section 145 of the General Corporation Law of
        Delaware.
 
 TENTH:                  No
        director shall be personally liable to the Corporation or its stockholders
        for
        monetary damages for any breach of fiduciary duty as director, occurring
        on or
        after the effective date of this provision, provided that this provision
        shall
        not eliminate or limit the liability of a director (i) for any breach of
        the
        director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts
        or omissions not in good faith or which involve intentional misconduct or
        a
        knowing violation of law, (iii) under Section 174 of the General Corporation
        Law
        of Delaware, or (iv) for any transaction from which the director derived
        an
        improper personal benefit.
 
 ELEVENTH:            From
        time to time any of the provisions of this certificate of incorporation may
        be
        amended, altered or repealed, and other provisions authorized by the laws
        of the
        State of Delaware at the time in force may be added or inserted in the manner
        and at the time prescribed by said laws; provided, however, that the provisions
        set forth in Articles
  
  FIFTH,
        SIXTH, EIGHTH, NINTH, TENTH, ELEVENTH AND TWELFTH may not be repealed or
        amended
        in any respect unless such repeal or amendment is approved by the affirmative
        vote of the holders of not less than two-thirds of the total voting power
        of all
        outstanding shares of voting stock of this Corporation. All rights at any
        time
        conferred upon the stockholders of the Corporation by this certificate of
        incorporation are granted subject to the provisions of this Article
        ELEVENTH.
 
 TWELFTH:             The
        affirmative vote of the holders of not less than two-thirds of the outstanding
        stock of the Corporation entitled to vote shall be required for approval
        if (1)
        this Corporation merges or consolidates with any other corporation if, on
        the
        record date of the determination of stockholders entitled to vote on such
        transaction, such other corporation and its affiliates singly or in the
        aggregate are directly or indirectly the beneficial owners of more than five
        (5%) percent of the total voting power of all outstanding shares of the voting
        stock of this Corporation (such other corporation being herein referred to
        as a
“Related Corporation”), or if (2) this Corporation sells or exchanges all or a
        substantial part of its assets to or with such Related Corporation, or if
        (3)
        this Corporation issues or delivers any stock or other securities issued
        by it
        in exchange or payment for any properties or assets of such Related Corporation
        or securities issued by such Related Corporation, or in a merger of any
        affiliate of this Corporation with or into such Related Corporation or any
        of
        its affiliates; provided, however, that the foregoing shall not apply to
        any
        such merger, consolidation, sale or exchange, or issuance or delivery of
        stock
        or other securities which was (i) approved by resolution of the Board of
        Directors adopted by the affirmative vote of not less than two-thirds of
        the
        directors as calculated prior to the acquisition of the beneficial ownership
        of
        more than five (5%) percent of the total voting power of all outstanding
        shares
        of the voting stock of the Corporation by such Related Corporation and its
        affiliates, nor shall it apply to any such transaction solely between this
        Corporation and another corporation fifty (50%) percent or more of the voting
        stock of which is owned by this Corporation. For the purposes hereof, an
        “affiliate” is any person (including a corporation, partnership, trust, estate
        or individual) who directly, or indirectly through one or more intermediaries,
        controls, or is controlled by, or is under common control with, the person
        specified. “Control” means the possession, directly or indirectly, of the power
        to direct or cause the direction of the management and policies of a person,
        whether through the ownership of voting securities, by contract, or otherwise;
        and in computing the percentage of outstanding voting stock beneficially
        owned
        by any person the shares outstanding and the shares owned shall be determined
        as
        of the record date fixed to determine the stockholders entitled to vote or
        express consent with respect to such proposal. The stockholder vote, if any,
        required for merger, consolidations, sales or exchanges of assets or issuance
        of
        stock or other securities not expressly provided for in this Article, shall
        be
        such as may be required by applicable law. A “substantial part” of the
        corporation’s assets shall mean assets comprising more than ten (10%) percent of
        the book value or fair market value of the total assets of the Corporation
        and
        its subsidiaries taken as a whole.
 
 This
        restated certificate of incorporation was duly proposed by the board of
        directors and adopted by the stockholders of the Corporation in accordance
        with
        Sections 242 & 245 of the General Corporation Law of
        Delaware.
  
  
 WE,
        THE
        UNDERSIGNED, do make, file and record this Certificate, and do certify that
        the
        facts herein stated are true; and we have accordingly hereunto set our
        respective hands and seals.
 
 Dated
        at
        Garden City, New York
 July
        17, 1986
 
 /s/
                  Raymond J. SmithRaymond
                  J. Smith, President
 
 Attest:
 
 /s/
        Patrick M. Murphy, Jr.
 Patrick
        M. Murphy, Jr., Secretary
 
 
 STATE
                  OF NEW YORK
              ))  ss.:COUNTY
                  OF NASSAU
              )
 
 BE
        IT REMEMBERED, That on this 17th day of
        July 1986,
        personally appeared before me Raymond J. Smith and Patrick M. Murphy, Jr.,
        parties to the foregoing Certificate of Incorporation, known to me personally,
        and I having first made known to them and each of them the contents of said
        certificate, they did each severally acknowledge that they signed, sealed
        and
        delivered the same as their voluntary act and deed, and each deposed that
        the
        facts therein stated were truly set forth.
 GIVEN
        under my hand and seal of office
        the day and year aforesaid.
 
 /s/
                  Leslie J. HaasLeslie
                  J. Haas, Notary Public
 
 
  
  CERTIFICATE
        OF AMENDMENT
 OF
 CERTIFICATE
        OF INCORPORATION
 
 *************
 
 LAKELAND
        INDUSTRIES, INC., a corporation organized and existing under and by virtue
        of
        the General Corporation Law of the State of Delaware, DOES HEREBY
        CERTIFY:
 
 FIRST:                      That
        the Board of Directors of said corporation, at a meeting duly held, adopted
        a
        resolution proposing and declaring advisable the following amendment to the
        Restated Certificate of Incorporation of said corporation:
 
 RESOLVED,
        that the Restated Certificate of Incorporation of Lakeland Industries, Inc.
        be
        amended by changing the fourth Article thereof so that, as amended, said
        Article
        shall be and read as follows:
 
 “FOURTH:                                (a)
        The total number of shares of stock which the Corporation shall have authority
        to issue is 11,500,000 shares, of which 10,000,000 shares shall be Common
        Stock
        of the par value of $.01 per share and 1,500,000 shares shall be Preferred
        Stock
        of the par value of $.01 per share, issuable in series.
 
 (b)
        The designations, preferences,
        privileges and voting powers of each class of stock of the Corporation, and
        the
        restrictions and qualifications thereof, shall be as follows:
 
 A.
              The
                  Serial Preferred Stock.  The Board of Directors is vested
                  with authority, to the extent permitted by the laws of Delaware,
                  to issue
                  the Serial Preferred Stock from time to time in one or more series,
                  each
                  series to have such relative rights, preferences and limitations
                  as shall
                  be determined by the Board of Directors. All shares of the Serial
                  Preferred Stock shall be identical except to the following relative
                  rights
                  and preferences as to which there may be variations between different
                  series:
 
 (1)
              The
                  number of shares constituting such series, and the designation
                  thereof to
                  distinguish the shares of such series from the shares of all other
                  series;
 (2)
              The
                  rate of dividend, the time of payment and the dates from which
                  dividends
                  shall be cumulative, and the extent of participation rights, if
                  any:
 (3)
              Any
                  right to vote with holders of shares of any other series or class,
                  the
                  number of votes per share and any right to vote as a class, either
                  generally or as a condition to specified corporate
                  action;
  
  (4)
              The
                  price at and the terms and conditions of which shares may be
                  redeemed;
 (5)
              The
                  amount payable upon shares in the event of involuntary
                  liquidation.
 (6)
              The
                  amount payable upon shares in the event of voluntary
                  liquidation.
 (7)
              Sinking
                  fund provisions for the redemption or purchase of
                  shares;
 (8)
              The
                  terms and conditions on which shares may be converted, if the shares
                  of
                  any series are issued with the privilege of
                  conversion.
 
 Prior
        to
        the issuance of any shares of Preferred Stock, the Board of Directors shall
        have
        established such series by adopting a resolution or resolutions setting forth
        the designation and number of shares of the series and the voting powers,
        designations, preferences and relative, participating, optional, or other
        rights, if any, of the qualifications, limitations or restrictions thereof,
        if
        any, to the extent permitted by the provisions hereof, and the Corporation
        shall
        have filed, in the office of the Secretary of State of the State of Delaware,
        a
        certificate setting forth a copy of such resolution or resolutions.
 
 C.
              The
                  Common Stock.  Subject to the preferences, privileges and
                  voting powers, and the restrictions and qualifications thereof,
                  of the
                  Serial Preferred Stock, the holders of the common stock shall have
                  and
                  possess all rights appertaining to capital stock of the Corporation.
                  Holders of common stock shall have one vote for each share held.
                  At each
                  election for directors, every stockholder entitled to vote at such
                  election shall have the right to vote, in person or by proxy, the
                  number
                  of shares owned by him for as many persons as there are directors
                  to be
                  elected, at that time, and for whose election he has a right to
                  vote.”
 
 SECOND:                  That
        the said amendment was approved by the holders of a majority of the shares
        entitled to vote thereon at a regular meeting of the shareholders of Lakeland
        Industries, Inc.
 
 THIRD:                      That
        the aforesaid amendment was duly adopted in accordance with the applicable
        provisions of sections 242 and 222 of the General Corporation Law of the
        State
        of Delaware.
  
  
 
 IN
        WITNESS WHEREOF, said Lakeland Industries, Inc. has caused this certificate
        to
        be signed by Raymond J. Smith its President, and attested by Patrick M. Murphy,
        Jr. its Secretary this 28th day of
        June,
        1989.
 
 /s/
                  Raymond J. SmithRaymond
                  J. Smith, President
 
 Attest:
 
 /s/
        Patrick M. Murphy, Jr.
 Patrick
        M. Murphy, Jr., Secretary