Exhibit 3(i)

                                        Restatement Effective
                                        February 16, 1994

                                        By s/James C. Kostelni
                                           -------------------
                                        James C. Kostelni
                                        President and Vice-
                                        Chairman of the Board

                             BYLAWS

                               of

                   GEORGIA BONDED FIBERS, INC.

              (as amended through January 21, 1998)

                           ----------


                           Article I.

                             OFFICES

     The principal office of the corporation shall be in such
place in the City of Newark, State of New Jersey, as the Board
of Directors may from time to time direct. The corporation may
also establish and have such other offices needed for the
conduct of its business at such other place or places as may
from time to time be designated by the Board of Directors.


                           Article II.

                              SEAL

     The corporation shall have a seal of duly approved form and
design, an impression of which is affixed hereto.


                          Article III.

                     STOCKHOLDERS' MEETINGS

     Section A.  Annual Meeting.  The annual meeting of the
stockholders for the election of directors and for the
transaction of such other business as may properly come before
it shall be at the registered office or at any other place
within or without the State of New Jersey determined by the
Board of Directors on the last Thursday in October in each year,
or such other date as may be determined by the Board of
Directors.

     Section B.  Quorum.  The presence, in person or by proxy,
of holders of a majority of the shares entitled to vote shall
constitute a quorum.
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     Section C.  Special Meetings.  Special meetings of the
stockholders shall be held at the principal office of the
corporation, or at such other place as the Board of Directors
may select.  Such meetings, other than those regulated by
statute, may be called at any time by the Board of Directors,or
a majority thereof, or by the Chairman of the Board or by the
President.  It shall be the duty of the President or the Board
of Directors to call such meetings whenever so requested in
writing by the stockholders of record who own at least 45% of
the shares of the capital stock of the corporation, entitled to
vote as such meetings.  Notice of such meetings shall specify
the object or objects thereof, and no other business than that
specified in such notice shall be considered at any such
meeting, except upon unanimous consent of all stockholders
entitled to notice thereof.

     Section D.  Notice of Meetings.  A written or printed
notice of each annual or special meeting of the stockholders of
the corporation, signed by the Chairman of the Board, the
President or the Vice-President or Secretary, which shall state
the time, place and objects of such meeting, shall be delivered
personally or by mail, not less than ten nor more than sixty
days before a meeting unless otherwise provided by law, to each
stockholder of record entitled to vote at such meeting, and to
each stockholder who, by reason of any action proposed at such
meeting, would be entitled to have his stock appraised, if such
action were taken.  If mailed, the notice shall be directed to
the stockholder at his address as it appears on the stock book,
unless he shall have filed with the Secretary of the corporation
a written request that notices intended for him be mailed to
some other address, in which case it shall be mailed to the
address designated in such request.  Any stockholder may at any
time by a duly signed statement in writing to that effect waive
any statutory or other notice of any meeting, whether such
statement be signed before or after such meeting.

     Section E.  Proxies.  Any stockholder of record entitled to
vote may be represented at any regular or special meeting of the
stockholders by a duly appointed proxy.  All proxies shall be
written and properly signed, but shall require no other
attestation, and shall be filed with the Secretary of the
meeting before being voted.

     Section F.  Order of Business.  The order of business at
all meetings of the stockholders, unless changed by majority
vote, shall be as follows:

     1.   Roll call.

     2.   Proof of notice of meeting or waiver of notice.

     3.   Reading of minutes of preceding meeting.

     4.   Report of Officers.

     5.   Reports of Committees.  (If any)

     6.   Election of Inspectors of Election.  (If any)

     7.   Election of Directors.
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     8.   Unfinished Business.

     9.   New Business.


                           Article IV.

                            DIRECTORS

     Section A.  Number, Term of Office, etc.  The directors of
the corporation shall be ten (10) in number.  The directors
shall be elected in the manner provided by these Bylaws, at the
annual meeting of the stockholders of the corporation.  Election
to the Board of Directors shall be for staggered terms with
one-third (1/3) the directors elected for a term of one (1)
year, one-third (1/3) the directors elected for a term of two
(2) years,and one-third (1/3) the directors elected for a term
of three (3) years; and thereafter one-third (1/3) of the
membership of the Board shall be elected annually.  Each
director shall serve thereafter until his successors shall be
elected and qualified.  Any one or more of the directors may be
removed, either with or without cause, at any time by a vote of
a majority of the stockholders at a special meeting called for
this purpose.  Any vacancy occurring in the Board of Directors
shall be filled for the unexpired term by a majority vote of the
remaining directors.  [As amended by Board of Directors'
resolution of October 24, 1991.]

     Section B.  Duties and Powers.  The Board of Directors
shall have the control and management of the affairs of the
corporation and shall exercise all such powers of the
corporation, and do all such lawful acts and things necessary or
expedient in the control and management thereof, as are not by
statute or by these Bylaws directed or required to be exercised
or done by the stockholders.  The directors may adopt such rules
and regulations for the conduct of their meetings and the
management of the corporation as they may deem proper, not
inconsistent with the law.

     Section C.  Meetings.  Meetings of the Board of Directors
shall be held at the office of the corporation, or any other
place which the Chairman or a majority of the Board of Directors
may from time to time designate.  There shall be an annual
meeting of the Board of Directors held upon the day of their
election, or as soon thereafter as convenient.  Other regular
meetings of the Board shall be held at such time and places as
the Board of Directors shall from time to time by resolutions
prescribe.  Special meetings of the Board of Directors shall be
held whenever called by the Chairman and may be held in any
manner provided by law.  Notice of each meeting as required by
law shall be given to each director by the Secretary.  A
majority of the directors shall constitute a quorum for the
transaction of business, but the director or directors present,
if less than a quorum, may adjourn any meeting from time to time
until such quorum shall be present.  All questions coming before
the Board shall be determined and decided by a majority vote of
those present.  Each director shall be entitled to one vote at
all meetings of directors.

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                           Article V.

                       EXECUTIVE COMMITTEE

     Section A.  Designation, Number and Powers.  The Board of
Directors, by resolution adopted by a majority of the number of
directors fixed by these Bylaws, may designate three or more
Directors, including the Chairman of the Board and the
President, to constitute an Executive Committee, which shall
have and may exercise any of the powers of the Board of
Directors granted by the resolution, and permitted by law.  The
Executive Committee shall report its action to the Board of
Directors.

     Section B.  Meetings and Notice.  The Executive Committee
may make rules for the holding and conduct of its meetings and
the keeping of the records thereof.  Meetings of the Executive
Committee may be called by any member.  Reasonable notice of all
meetings of the Executive Committee shall be given the members
thereof unless such notice shall be waived in writing, either
before or after the meeting.  Members of the Executive Committee
shall receive such compensation for attendance at meetings as
may be fixed by the Board of Directors.


                           Article VI.

                            OFFICERS

     Section A.  Election.  The Board of Directors may elect
from its own number a Chairman of the Board and a Vice-Chairman
of the Board, and shall elect a President from its own number
and a Secretary and a Treasurer.  In addition, it may elect a
Comptroller and such other officers as the Board of Directors
from time to time may see fit.  The Chairman of the Board
likewise may appoint any officer not already elected by the
Board of Directors. [As amended by Board of Directors'
resolution of February 16, 1994.]

     Section B.  Removal.  In its discretion the Board of
Directors by a vote of a majority of the Board may leave
unfilled for any such period as it may fix by resolution any
office except those of President, Secretary and Treasurer.  Any
officer or agent shall be subject to removal at any time by the
affirmative vote of a majority of the whole Board of Directors. 
Any officers, agent or employee, other than officers appointed
by the Board of Directors, shall hold office at the discretion
of the officer appointing them.

     Section C.  Duties of the Chairman and Vice-Chairman.  The
Chairman of the Board of Directors if elected, or failing his
election, the President, shall be the Chief Executive Officer of
the Company, and shall preside at all meetings of the
stockholders and board of directors.  He may appoint officers,
agents or employees other than those appointed by the Board of
Directors.  He may sign, execute and deliver in the name of the
Company all documents not required by law to be signed by the
President.  He shall have such other powers as may be conferred
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upon him by the Board of Directors.  The Vice-Chairman, if
elected, may serve as, and perform all duties of, the Chairman
in the Chairman's absence or inability to act.  [As amended by
Board of Directors' resolution of February 16, 1994.]

     Section D.  Duties of the President.  The President shall
be the Chief Operating Officer of the Company, and shall, in
general, supervise and control all of the business and affairs
of the Company.  In the absence of the Chairman of the Board, he
shall preside at all meetings of the stockholders and of the
Board of Directors.  In the absence of the Chairman of the
Board, he shall exercise all of the powers of the Chairman.  He
shall see that reports, statements and other documents required
by law are properly filed.  He shall, in general, perform all
duties incident to the office of President and shall have all of
the powers and duties granted or imposed by law upon the
President, and shall perform such other duties as shall be
prescribed from time to time by the Board of Directors.  [As
amended by Board of Directors' resolution of October 21, 1993.]

     Section E.  Duties of the Secretary.  The Secretary shall: 
(a) see that all notices are duly giving in accordance with the
provisions of these Bylaws or as required by law; (b) be
custodian of the corporate records; and (c) in general, perform
all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to the Secretary by
the Board of Directors.  In the absence of the Secretary, or in
the event of his death, inability, or refusal to act, an
Assistant Secretary, if any, shall perform the duties of the
Secretary.  [As amended by Board of Directors' resolution of
October 21, 1993.]

     Section F.  Duties of the Treasurer.  The Treasurer shall
be the chief financial and accounting officer of the
Corporation.  He shall have charge and custody of and be
responsible for all funds and securities of the Corporation and
shall cause all such funds and securities to be deposited in
such banks and depositaries as the Board of Directors from time
to time may direct.  He shall maintain adequate records of all
assets, liabilities and transactions of the Corporation in
accordance with generally accepted accounting practices; shall
exhibit his accounts and records to the Board and the Officers
as often and in such manner as they shall require.  He shall in
general perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to him by the Board of Directors or the President.
     
     Section G.  (Reserved)  [As amended by Board of Directors'
resolution of October 21, 1993.]

     Section H.  Duties of Other Officers.  All other officers,
including Assistant Secretaries and Assistant Treasurers, as may
be from time to time appointed by the Chairman of the Board of
Directors shall have such duties and shall hold such office for
such terms as may then be designated by the Chairman.  [As
amended by Board of Directors' resolution of February 16, 1994.]
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     Section I.  Combination of Offices.  Any one or more
offices may be held by the same person, except that the offices
of President and Secretary may not be held by the same person. 
[As amended by Board of Directors' resolution of February 16,
1994.]

     Section J.  Compensation of Officers.  The Board of
Directors shall fix the compensation of the Chairman of the
Board of the Corporation and the Chairman of the Board shall fix
the compensation of all other officers and employees of the
corporation.


                          Article VII.

               INDEMNITY OF OFFICERS AND DIRECTORS

     Any present or future director or officer, or the executor,
administrator or other legal representative of any such director
or officer, shall be indemnified by the company against
reasonable costs, expenses (exclusive of any amount paid to the
corporation in settlement) and counsel fees paid or incurred in
connection with any action, suit or proceeding to which any such
director or officer or his executor, administrator or other
legal representative may hereafter be made a party by reason of
his being or having been such director or officer, provided, (1)
said action, suit or proceeding shall be prosecuted against such
director or officer or against his executor, administrator or
other legal representative to final determination, and it shall
not be finally adjudged in said action, suit or proceeding that
he had been derelict in the performance of his duties as such
director or officer, or (2) said action, suit or proceeding
shall be settled or otherwise terminated as against such
director or officer or his executor, administrator or other
legal representative without a final determination on the
merits, and it shall be determined that such director or officer
had not in any substantial way been derelict in the performance
of his duties as charged in such action, suit or proceeding,
such determination to be made by a majority of the members of
the board of directors who were not parties to such action, suit
or proceeding, though less than a quorum, or by any one or more
disinterested persons to whom the question may be referred by
the board of directors.  The foregoing right of indemnification
shall not be exclusive of any other rights to which any director
or officer may be entitled as a matter of law or which may be
lawfully granted to him; and the indemnification hereby granted
by the company shall be in addition to and not in restriction or
limitation of any other privilege or power which the company may
lawfully exercise with respect to the indemnification or
reimbursement of directors, trustees, officers or employees.

<PAGE>
                          Article VIII.

                          CAPITAL STOCK

     Section A.  Stock Certificates.  Certificates for stock of
the Company shall be in such form as the Board of Directors may
from time to time prescribe and shall be signed by the President
or a Vice-President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary.  If
certificates are signed by Transfer Agent, acting in behalf of
the Company, and a Registrar, the signatures of the officers of
the Company may be facsimile.

     Section B.  Transfer Agent.  The Board of Directors shall
have the power to appoint one or more Transfer Agents and
Registrars for the transfer and registration of certificates of
stock of any class, and may require that stock certificates
shall be countersigned and registered by one or more of such
Transfer Agents and Registrars.

     Section C.  Transfer of Stock.  Shares of capital stock of
the Company shall be transferable on the books of the Company
only by the holder of record thereof in person or by a duly
authorized attorney, upon surrender and cancellation of
certificates for a like number of shares.

     Section D.  Lost Certificates.  In case any certificate for
the capital stock of the Company shall be lost, stolen or
destroyed, the Company may require such proof of the fact and
such indemnity to be given to it and to its Transfer Agent and
Registrar, if any, as shall be deemed necessary or advisable by
it.

     Section E.  Holder of Record.  The Company shall be
entitled to treat the holder of record of any share or shares of
stock as the holder thereof in fact and shall not be bound to
recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise
expressly provided by law.

     Section F.  Closing of Books.  The Board of Directors shall
have power to close the stock transfer books of the Company for
a period ont exceeding 50 days preceding the date of any meeting
of stockholders or the date for payment of any dividend or the
date for the allotment of rights or the date when any change or
conversion or exchange of capital stock shall go into effect;
provided that, in lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date, not exceeding 50
days preceding t he date of any meeting of stockholders, or the
date for the payment of any dividend or the date for allotment
of rights, or the date when any change or conversion or exchange
of capital stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of and to
vote at any such meeting, or entitled to receive payment of any
such dividends, or any such allotment of rights, or to exercise
the rights in respect to any such change, conversion, or
exchange of capital stock, and in such case only stockholders of
record on the date so fixed shall be entitled to such notice of
<PAGE>
and to vote at such meeting, or to receive payment of such
dividend, or allotment of rights, or exercise such rights, as
the case may be, and notwithstanding any transfer of any stock
on the books of the Company after any such record date fixed as
herein provided.


                           Article IX.

                         CORPORATE FUNDS

     The funds of the corporation shall be deposited in such
bank or banks as the Board of Directors may direct and shall be
withdrawn only on checks signed by such officer or officers or
other agents of the corporation as said Board may authorize.


                           Article X.

                            DIVIDENDS

     Dividends may be declared and paid out of surplus only at
such times and in such amounts as the Board of Directors may in
their absolute discretion determine and designate, subject to
the restrictions and limitations imposed by law, the Certificate
of Incorporation, and these Bylaws.


                           Article XI.

                       AMENDMENT OF BYLAWS

     These Bylaws may be amended, altered or repealed at any
meeting of the Board of Directors by affirmative vote of a
majority of all members of the Board of Directors.  The
stockholders shall have the power to rescind, alter, amend or
repeal any Bylaws and to enact Bylaws which, if expressly so
provided, may not be amended, altered or repealed by the Board
of Directors.


                          Article XII.

                   CONTROL SHARE ACQUISITIONS

     Article 14.1 of Chapter 9 of Title 13.1 of the Code of
Virginia, entitled Control Share Acquisitions, shall not apply
to acquisitions of shares of the corporation. [Added by Board of
Directors resolution of January 21, 1998.]





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