Exhibit 3.9
                          CERTIFICATE OF INCORPORATION

                                       OF

                               U.S. APPAREL CORP.



Under Section 402 of the Business Corporation Law.

         The undersigned,  for the purpose of forming a corporation  pursuant to
Section  402 of the  Business  Corporation  Law of the State of New  York,  does
hereby certify and set forth:


         FIRST:  The name of the corporation is U.S. Apparel Corp.

         SECOND:  The purposes for which the corporation is formed are:

         To engage in any lawful act or activity for which  corporations  may be
organized under the business  corporation law,  provided that the corporation is
not formed to engage in any act or activity  which  requires the act or approval
of any state  official,  department,  board,  agency or other body  without such
approval or consent first being obtained.

         To acquire by purchase, subscription, underwriting or otherwise, and to
own, hold for  investment,  or otherwise,  and to use, sell,  assign,  transfer,
mortgage, pledge, exchange or otherwise dispose of real and personal property of
every sort and description and wheresoever situated,  including shares of stock,
bonds,  debentures,   notes,  scrip,  securities,   evidences  of  indebtedness,
contracts or obligations of any corporation or association,  whether domestic or
foreign,  or of any firm or  individual  or of the  United  States or any state,
territory,  or dependency of the united  States or any foreign  country,  or any
municipality or local authority within or without the United States, and also to
issue in exchange  therefor,  stocks,  bonds or other securities or evidences of
indebtedness  of this  corporation  and,  while  the owner or holder of any such
property, to receive, collect and dispose of the interest,  dividends and income
on or from such  property and to possess and exercise in respect  thereto all of
the rights,  powers and  privileges  of  ownership,  including all voting powers
thereon.

         To construct, build, purchase, lease or otherwise acquire, equip, hold,
own, improve,  develop,  manage,  maintain,  control,  operate, lease, mortgage,
create liens upon, sell, convey or otherwise dispose of any turn to account, any
and all plants,  machinery,  works,  implements and things or property, real and
personal,  of every kind and  description,  incidental  to,  connected  with, or
suitable,  necessary or convenient  for any of the purposes  enumerated  herein,
including all or any part or parts of the properties,  assets, business and food
will of any persons, firms, associations or corporations.

         The powers,  rights and privileges provided in this certificate are not
to be deemed to be in limitation of similar,  other or additional powers, rights
and privileges granted or permitted to a corporation by the Business Corporation
Law, it being intended that this corporation shall





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     have all the  rights,  powers  and  privileges  granted or  permitted  to a
corporation by such statue.

     THIRD:  The office of the corporation is to be located in the County of New
York, State of New York.

         FOURTH:  The aggregate number of shares of which the corporation  shall
have the authority to issue is Two Hundred (200),  all of which shall be without
par value.

         FIFTH:  The  Secretary  of  State  is  designated  as the  agent of the
corporation upon whom process against it may be served.  The post office address
to which the  Secretary  of State shall mail a copy of any  process  against the
corporation served on it is:

                              Klarman & Associates
                              14 West 60th Street, 402
                              New York, New York  10016

         SIXTH:  The personal  liability of directors to the  corporation or its
shareholders  for  damages  for any  breach of duty in such  capacity  is hereby
eliminated  except that such  personal  liability  shall not be  eliminated if a
judgment or other final adjudication  adverse to such director  establishes that
his acts or omissions were in bad faith or involved intentional  misconduct or a
knowing violation of law or that he personally gained in fact a financial profit
or  other  advantage  to  which  he was not  legally  entitled  or that his acts
violated Section 719 of the Business Corporation Law.

         IN WITNESS  WHEREOF,  this  certificate has been subscribed to this 4th
day of February,  1997, by the  undersigned who affirms that the statements made
herein are true under penalties of perjury.

                                                     \s\ David S. Klarman
                                                     David S. Klarman, Esq.
                                                     Klarman & Associates
                                                     2694 Bishop Drive, 
                                                     Suite 213
                                                     San Ramon, CA  94583