O'SULLIVAN CORPORATION

                        AMENDED AND RESTATED BYLAWS



                                  ARTICLE I
                          MEETINGS OF STOCKHOLDERS




     Section 1.  Place and Time of Meetings.  Meetings of stockholders shall
be held at the office of the Corporation in the City of Winchester, Virginia
or at such place, either within or without the Commonwealth of Virginia, as
may be provided in the notice of the meeting and approved by the President
or the Board of Directors.

     Section 2.  Annual Meeting. The annual meeting of stockholders shall be
held on the last Wednesday in April of each year, if not a legal holiday,
and if a legal holiday, then on the next succeeding business day, at eleven
(11:00) o'clock in the morning.

     Section 3.  Special Meetings.  Special meetings of the stockholders may
be called by the Chairman of the Board of Directors, the President, the Board
of Directors or the holders of not less than one-tenth of all the shares
entitled to vote at the meeting.

     Section 4.  Closing of Transfer Books and Fixing Record Date.  For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of stockholders
for any other proper purpose, the Board of Directors of this Corporation may
provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case, 50 days.  In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of stockholders, such date in any case to be not more
than 50 days prior to the date on which the particular action requiring such
determination of stockholders is to be taken.  If the stock transfer books
are not closed and no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders,
or stockholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the 
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of stockholders.  When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this Article, such determination shall apply to
any adjournment thereof.

     Section 5.  Notice of Meetings.  Written notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given not less than ten
nor more than 50 days before the date of the meeting (except as a different
time is specified by law) either personally or by mail, by or at the
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direction of the Chairman of the Board of Directors, the President, the
Secretary or the officer or persons calling the meeting, to each stockholder
of record entitled to notice thereof as a matter of law, whether or not he is
entitled to vote at such meeting.  If mailed, such notice shall be deemed to
be given when deposited in the United States mail addressed to the
stockholder at his address as it appears on the stock transfer books of the
Corporation with postage thereon prepaid.

Notice of a stockholders' meeting to act on (i) an amendment of the Articles
of Incorporation, (ii) a reduction of stated capital, (iii) a plan of merger,
consolidation or exchange, or (iv) the sale, lease, exchange, mortgage,
pledge or other disposition of all or substantially all the property or
assets of the Corporation if not made in the usual and regular course of its
business, shall be given, in the manner provided above, not less than 25 nor
more than 50 days before the date of the meeting.  Any such notice shall be
accompanied by (x) a copy of the proposed amendment, (y) a copy of the
proposed plan of reduction or merger, consolidation or exchange, or (z)
shall state that a purpose or one of the purposes of the meeting is to
consider a proposed sale, lease, exchange, mortgage, pledge or other
disposition of property and assets of the Corporation other than in the
usual and regular course of its business.

     Section 6.  Quorum; Required Vote.  A majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of stockholders.  Treasury shares shall not be counted to establish
a quorum.  If a quorum is present the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders, except (i) that when the vote of more
than a majority of those present is required by law; (ii) that in elections
of directors those receiving the greatest number of votes shall be deemed
elected even though not receiving a majority; and (iii) that a vote is
required on any of the matters set forth in the second paragraph of Section
5 of this Article I of these Bylaws in which event the affirmative vote of
more than two-thirds of the shares entitled to vote thereon or such other
number as may be required by the Articles of Incorporation of the Corporation
shall be the act of the stockholders.  Less than a quorum may adjourn the
meeting to a fixed time and place and no further notice therof need be given
unless required by law. 

     Section 7.  Shares Entitled to Vote; Proxies.  The holders of each
outstanding share of stock entitled to vote on a matter at a meeting of
stockholders, as provided in the Articles of Incorporation or by law, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders.  Treasury share shall not be entitled to any vote.  A
stockholder may vote either in person or by proxy executed by the
stockholder or by his duly authorized attorney-in-fact.  No proxy shall be
valid after three (3) years from its date, unless otherwise provided in the
proxy.










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     Section 8.  Voting List.  A complete list of the stockholders entitled
to vote at any meeting of the stockholders, or any adjournment thereof, with
the address of and number of shares held by each on the record date, shall,
for a period of ten days prior to such meeting, be kept on file at the
registered office or principal place of business of the Corporation, or at
the office of the transfer agent or registrar, and shall be subject to
inspection of any stockholder for any proper purpose at any time during usual
business hours.  Such list shall also be produced and kept open at the time 
and place of the meeting and shall be open to inspection of any stockholder
during the whole time of the meeting for the purpose thereof.

     Section 9.  Stockholder Proposals.  Any stockholder entitled to vote at
a stockholders' meeting who wishes to make a proposal or a nomination for a
director from the floor at such stockholders' meeting, either regular or
special, shall advise the Secretary of the Corporation in writing, mailed at
least 10 days before the date of the meeting, of the nature of the proposal
or the name, address and business background of the nominee, as the case may
be.

                                 ARTICLE II
                                 DIRECTORS

     Section 1.  General Powers.  The business and affairs of the Corporation
shall be managed by the Board of Directors subject to any requirement of
stockholder action contained in the Virginia Stock Corporation Act or in the
Articles of Incorporation.

     Section 2.  Election, Number and Term.  The number of directors of the
Corporation shall be not less than nine (9) and not more than fifteen (15).
This number may be increased or decreased from time to time by amendment to
these Bylaws.  No decrease in number shall have the effect of shortening the
term of any incumbent director.  Each director shall hold office for the term
for which he is elected and until his successor shall have been elected.

     Section 3.  Removal; Vacancies.  At a meeting called expressly for that
purpose, any director may be removed, with or without cause, by a vote of
stockholders holding a majority of the shares entitled to vote at an election
of directors.  If any directors are so removed, new directors may be elected
at the same meeting.  Any vacancy occurring in the Board of Directors,
including a vacancy resulting from an increase by not more than two in the
number of directors, may be filled by the affirmative vote of a majority of 
the remaining directors though less than a quorum of the Board of Directors.

     Section 4.  Compensation.  The Board of Directors may fix the
compensation of directors for their services as directors and may provide
for the payment of all expenses incurred by directors in attending meetings
of the Board of Directors.

     Section 5.  Regular Meetings.   Regular meetings of the Board of
Directors shall be held with or without notice, quarterly at eleven (11:00)
o'clock in the morning on the last Tuesday of January, July, October and,
immediately following each annual meeting of stockholders, for the purpose
of electing officers and carrying on such other business as may properly
come before such meeting.  Any such meeting shall be held at the office of
the Corporation in Winchester, Virginia, or at such other times and places as
may be specified by the Chairman of the Board or the President of the
Corporation, on five (5) days' prior written notice.

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     Section 6.  Special Meetings.  Special meetings of the Board of
Directors may be called by the President, or by the Secretary on the written
request of any two (2) directors, and shall be held at the principal office
of the Corporation or at such other place, and at such time, as the
President shall designate.

     Section 7.  Notice of Meetings.  No notice need be given of regular
meetings of the Board of Directors.

Notice of special meetings of the Board of Directors shall be given to each
director at his residence or business address by delivering such notice to
him or by telephoning or telegraphing it to him at least five (5) days
before the meeting.  Any such notice shall set forth the time and place of
the meeting and state the purpose for which it is called.

     Section 8.  Quorum; Required Vote.  A majority of the directors shall
constitute a quorum for the transaction of business at a meeting of the
Board of Directors.  Except as is otherwise provided herein and in the
Articles of Incorporation, the act of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.


                                 ARTICLE III
                           COMMITTEES OF DIRECTORS

     Section 1.  Executive Committee.  The Board of Directors may, by
resolution adopted by a majority of the number of Directors then in office,
designate two or more Directors as an Executive Committee.  While the Board
of Directors is not in session, the Executive Committee shall have and may
exercise all of the authority of the Board of Directors except to approve
(i) an amendment of the Articles of Incorporation; (ii) a plan of merger or
consolidation; (iii) a plan of exchange under which the Corporation would be
acquired; (iv) the sale, lease or exchange, or the mortgage or pledge for a
consideration other than money, of all, or substantially all, of the property
of the Corporation other than in the usual and regular course of business;
(v) the voluntary dissolution of the Corporation; (vi) revocation of
voluntary dissolution proceedings; (vii) any employee benefit plan involving
the issuance of common stock; or (viii) the compensation paid to a member of
the Executive Committee.

     Section 2.  Other Committees.  The Board of Directors may, from time to
time, designate such other committees, consisting of two or more Directors,
as it deems appropriate.  Any such committee, to the extent provided in such
resolution, shall have and may exercise the powers of the Board of Directors
in the management of the business and affairs of the Corporation, except to
approve any act which the Executive Committee is not authorized to approve
pursuant to items (i) through (viii) of Section 1 of this Article.










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                                 ARTICLE IV
                   WAIVERS OF NOTICE; CONDUCT OF MEETINGS;
                 TELEPHONE MEETINGS; ACTION WITHOUT MEETINGS

     Section 1.  Waiver of Notice.  Notwithstanding any other provisions of
law, the Articles of Incorporation or these Bylaws, whenever notice of any
meeting for any purpose is required to be given to any stockholder, director
or member of a committee appointed by the Board of Directors, a waiver
thereof in writing, signed by the persons entitled to such notice, whether
before or after the time stated therein, shall be equivalent to the giving
of such notice.

A person who attends a meeting shall be deemed to have had timely and proper
notice of the meeting unless he attends for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully
called or convened.

     Section 2.  Conduct of Meetings.  The Chairman of the Board of Directors
shall be the chairman of all meetings of the stockholders, directors and any
committee of which he is a member.  If he is not present, the President or
any Vice-President shall serve in his place.  If neither of these officers is
present, or if there is a disagreement as to which Vice-President shall
serve, a chairman shall be elected by the meeting.  The Secretary shall act
as secretary of all meetings of the stockholders, directors and any committee
at which he is present.  If he is not present, the chairman shall appoint a
secretary.  The chairman of any meeting of stockholders may appoint one or
more tellers to determine the qualification of voters, the validity of
proxies and the results of ballots.

     Section 3.  Telephone Meetings.  The Board of Directors or any committee
appointed by the Board of Directors may hold a meeting by means of conference
telephones or similar communications equipment whereby all persons
participating in the meeting can hear each other and participation by such
means shall constitute presence in person at such meeting.  When such a
meeting is conducted by means of conference telephones or similar
communications equipment, a written record shall be made of the action taken
at such meeting.

     Section 4.  Action Without Meetings.  Any action which may be taken at
a meeting of stockholders, directors or a committee appointed by the Board
of Directors may be taken without a meeting if a consent in writing setting
forth the action shall be signed either before or after such action by all
of the persons entitled to vote thereon.


                                  ARTICLE V
                                  OFFICERS

     Section 1.  Officers.  The officers of the Corporation shall be a
Chairman of the Board, a President, a Secretary and a Treasurer, and, in the
discretion of the Board of Directors, one or more Vice-Presidents and other
officers and assistant officers as may be deemed necessary or advisable to
carry on the business of the Corporation.  Any two offices may be held by
the same person except the offices of President and Secretary.




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     Section 2.  Election; Term.  Officers shall be elected at the annual
meeting of the Board of Directors immediately following the annual meeting
of stockholders and may be elected at such other time or times as the Board
of Directors shall determine.  They shall hold office, unless removed, until
the next annual meeting of the Board of Directors or until their successors
are elected.  Any officer may resign at any time upon written notice to the
Board of Directors, and no acceptance of a resignation shall be necessary to
make it effective.

     Section 3.  Removal of Officers.  Any officer may be removed, with or
without cause, at any time by the Board of Directors at any duly called
meeting whenever the Board of Directors in its absolute discretion shall
consider that the best interests of the Corporation would be served thereby.

     Section 4.  Duties of Officers.  Except as specifically set forth in
these Bylaws, the officers of the Corporation shall have such powers and
duties as generally pertain to their respective offices as well as such
powers and duties as may be delegated to them from time to time by the Board
of Directors.

     Section 5.  Duties of the Chairman of the Board.  The Chairman of the
Board shall be the chief executive officer and shall perform such duties as
shall be assigned to him by the Board of Directors, and when present shall
preside at all meetings of the Directors and call to order all meetings of
the stockholders.

     Section 6.  Duties of the President.  The President shall be the chief
administrative officer of the Corporation.  He shall perform all duties
incident to the office of President and such other duties as from time to
time may be assigned to him by the Chairman of the Board or the Board of
Directors and as may be prescribed in these Bylaws.  He shall have power to 
sign all contracts and agreements authorized by the Board of Directors unless
they otherwise direct.  In addition he shall exercise all the powers and
discharge all the duties of the Chairman of the Board during the latter's 
absence or inability to act.

     Section 7.  Duties of the Vice-Presidents.  Each Vice-President of the
Corporation (including any Executive Vice-President or Senior Vice-President)
shall have such powers and duties as may, from time to time, be assigned to
him by the Board of Directors or the President, and as may be prescribed in
these Bylaws.  When there shall be more than one Vice-President of the 
Corporation, the Board of Directors may, from time to time, designate one of
them to perform the duties of the President in the absence of the President.

     Section 8.  Duties of the Secretary.  The Secretary shall keep the
minutes of all meetings of the Board of Directors, the Executive Committee
and other Committees appointed by the Board of Directors and the stockholders
of the Corporation in the proper book or books to be provided for that
purpose.  He shall see that all notices required to be given by the
Corporation are duly given and served; shall have custody of the seal of the
Corporation and shall affix the seal or cause it to be affixed to all 
certificates for stock of the Corporation and to all documents, the execution
of which on behalf of the Corporation under its corporate seal, is duly
authorized in accordance with the provisions of these Bylaws; shall have
custody of all deeds, leases, contracts and other important corporate
documents; shall have charge of the books, records and papers of the
Corporation relating to its organization and management as a Corporation;
shall see that the reports, statements and other documents required by law
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(except tax returns) are properly filed; and shall, in general perform all the
duties incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the Board of Directors or the
President.

     Section 9.  Duties of the Treasurer.  The Treasurer 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
depositories as the Board of Directors from time to time may direct.  He shall
maintain adequate accounts and records of all assets, liabilities and
transactions of the Corporation in accordance with generally accepted 
accounting practices;  shall exhibit his accounts and records to any of the
directors of the Corporation at any time upon request at the office of the 
Corporation; shall render such statements of his accounts and records and such
other statements to the Board of Directors and officers as often and in such
manner as they shall require; and shall make and file (or supervise the 
making and filing of) all tax returns required by law.  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.


                                  ARTICLE VI
                            CERTIFICATES OF STOCK

     Section 1.  Form.  Shares of the capital stock of the Corporation shall,
when fully paid, be evidenced by certificates in such form as may be approved
by the Board of Directors, numbered and with the seal of the Corporation
affixed, signed by the President or any Vice-President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer.  The signatures
of the officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or an employee of the Corporation.  In case any officer who 
has signed or whose facsimile signature has been placed upon a stock
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he
were such officer at the date of issue.

     Section 2.  Transfer.  The Board of Directors shall have the power and
authority to make rules and regulations concerning the issue, registration
and transfer of certificates representing the stock of the Corporation. 
Transfers of shares and of the certificates representing such shares of stock
shall be made upon the books of the Corporation by surrender of the
certificates for the shares transferred accompanied by assignments in
writing by the owners or their attorneys-in-fact.

     Section 3.  Lost or Destroyed Stock Certificates.  The Corporation may
issue a new certificate of stock in the place of any certificate theretofore
issued by it which is alleged to have been lost or destroyed and may require
the owner of such certificate, or his legal representative, to give the
Corporation a bond, with or without surety, or such other agreement,
undertaking or security as the Board of Directors shall determine is
appropriate, to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss or destruction or the issuance
of any such new certificate.



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                                 ARTICLE VII
                          MISCELLANEOUS PROVISIONS

     Section 1.  Corporate Seal.  The corporate seal of the Corporation
shall be circular and shall have inscribed thereon, the name of the
Corporation, the year of its creation and the words "CORPORATE SEAL VIRGINIA."


     Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be
the calendar year.

     Section 3.  Voting of Stock Held.  Unless otherwise provided by
resolution of the Board of Directors or of the Executive Committee, the
Chairman of the Board or such attorney or agent as he may appoint, may, in
the name and on behalf of this Corporation, cast, in person or by proxy, the
vote to which this Corporation may be entitled as a stockholder or otherwise
in any other corporation, any of whose stock or securities may be held by
this Corporation, at meetings of the holders of the stock or other securities
of such other corporation, or consent in writing to any action by any such
corporation.

     Section 4.  Amendments.  These Bylaws may be amended or repealed, and
new Bylaws may be made at any regular or special meeting of the Board of
Directors.  However, Bylaws made by the Board of Directors may be repealed
or changed and new Bylaws may be made by the stockholders, and the
stockholders may prescribe that any Bylaw made by them shall not be altered,
amended or repealed by the Board of Directors.




 


























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