Exhibit
5.03





PROPOSED
AMENDMENTS TO LAKELAND’S


RESTATED  CERTIFICATE
OF INCORPORATION





[Deletions
indicated by strike-out; additions indicated by underline]





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amended, altered or repealed, and other provisions authorized by the laws of the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, andELEVENTHand 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not be repealed or amended in any respect unless such repeal or amendment is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
entitledto vote shall be
requiredfor approval if (1) this
Corporation merges or consolidates with any other corporation if, on the record
date for the determination of stockholders
entitledto 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 sharesof the voting stock of
this Corporation (such other corporation being herein referredto as a “RelatedCorporation”), or if (2) this
Corporation sells or exchanges all or a substantial part of its assets to or
with such RelatedCorporation, or if (3)
thisCorporation issues or
delivers any stock or other securities issuedby it in exchange or
payment for any properties or assets of such RelatedCorporation or
securities issuedby such
RelatedCorporation, or in a
merger of any affiliate of this Corporationwith or into such
RelatedCorporation 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)
approvedby resolution of the Board of
Directors adoptedby the affirmative vote
of not less than two-thirds of the directors as calculatedprior 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 RelatedCorporation 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 ownedby 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
controlledby, or is under
commoncontrol 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 ownedby any person the shares
outstanding and the shares ownedshall be
determinedas of the record date
fixedto determine the
stockholders entitledto vote or express
consent with respect to such
proposal.  The stockholder vote, if any, requiredfor mergers,
consolidations, sales or exchanges of assets or issuance of stock or other
securities not expressly providedfor in this Article,
shall be such as may be requiredby 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.