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                                                                 Exhibit 10.31.1


             Summary of the Material Provisions of the Amended and
     Restated By-laws (Estatutos Sociales) of Grupo P.I. Mabe, S.A. de C.V.
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I.  Composition of the Board of Directors.
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          Article 23 of the Amended and Restated By-laws (the "By-Laws") of
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Grupo P.I. Mabe, S.A. de C.V. ("Mabesa") provides that Mabesa shall be governed
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and managed by a Board of Directors (the "Mabesa Board") as follows:
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          (i)  Four (4) principal directors and their respective alternates will
               be designated collectively by the holders of a majority of the
               Series A Mabesa Voting Stock (collectively, the "Series A Mabesa
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               Directors");/1/ and
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          (ii) One (1) principal director and his alternate will be designated
               by the holders of a majority of the Series B Mabesa Voting Stock
               (the "Series B Mabesa Director")./2/
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II.  Appointment of Chairman.
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          Subject to the provisions of the provisions of Article 21 of the By-
Laws, the Chairman (Presidente del Consejo) of the Mabesa Board shall be elected
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by a majority of the directors of the Mabesa Board.

III.  Supermajority Matters.
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(a)  Under the provisions set forth in Article 21 of the By-Laws, without the
     affirmative vote of the majority of (i) the shares of voting stock of
     Mabesa (including the affirmative vote of not less than the majority of the
     Series B Mabesa Voting Stock), in a general extraordinary meeting of the
     shareholders of Mabesa (asamblea general extraordinaria de accionistas), or
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     (ii) the Mabesa Board (including the affirmative vote of the Series B
     Mabesa Director (or his alternate)), Mabesa shall not (and Mabesa shall
     ensure, with respect to any of its Subsidiaries, that such Subsidiaries
     shall not), in a single or series of related transactions, take action with
     respect to any of the following matters (the "Mabesa Supermajority
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     Matters"):
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         (1)  The appointment or replacement of the Chairman (Presidente del
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     Consejo) of the Mabesa Board (in the understanding that
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/1/  On and as of the date hereof, Gilberto Marin Quintero holds a majority of
     the Series A Voting Stock of Mabesa.

/2/  On and as of the date hereof, PTB International Inc. holds a majority of
     the Series B Voting Stock of Mabesa.

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     PTBI hereby agrees that Marin shall be the initial Chairman
     (Presidente del Consejo) of the Mabesa Board);
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         (2)  The adoption or modification of material accounting policies to be
     followed by Mabesa (or any Subsidiary of Mabesa), to the extent Mabesa has
     any discretion under Mexican GAAP as to the adoption or modification of
     such policies, and the selection and engagement of auditors for Mabesa (and
     any such Subsidiary), who will be one of the "Big-Five" accounting firms;

         (3)  The issuance of any shares of capital stock of Mabesa or of any
     Subsidiary of Mabesa, or any change in the share capital from time to time
     of Mabesa or of any such Subsidiary, or the grant of any option over, or
     issuance of any security carrying rights of conversion into, shares of
     capital stock of Mabesa or any Subsidiary, or the listing in any public
     exchange or the public offering for sale of any shares of capital stock of
     Mabesa or any such Subsidiary or any equity or other securities of Mabesa
     or any such Subsidiary;

         (4)  Any change in, or variation from, the policy with respect to
     Mabesa dividends;

         (5)  Any modification of the number of directors on the Mabesa Board;

         (6)  Any modification or amendment to the Amended and Restated Mabesa
     By-laws (estatutos);
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         (7)  The decision to acquire any business, property (real or personal)
     or asset (tangible or intangible), in a single or a series of related
     transactions, with an aggregate value in excess of US$30 million in any
     single fiscal year, or the approval of any agreement providing for the
     reorganization, merger or splitting-off of Mabesa (or any Subsidiary of
     Mabesa) with or into any other entity or any other business transformation,
     dissolution, liquidation, reorganization or sale of all or substantially
     all of the assets of Mabesa (or any such Subsidiary); and

         (8)  The incurrence in any single fiscal year by Mabesa of any
     indebtedness, whether or not secured and in one or more related
     transactions, with an aggregate principal amount in excess of US$30 million
     or the grant in any single fiscal year of any pledge, mortgage or security
     interest in any assets of Mabesa (or of its subsidiaries), or any other
     encumbrance of the assets of Mabesa (or of such subsidiary), where the
     value of the assets affected thereby exceeds, in the aggregate, twice the
     aggregate principal amount of any indebtedness secured thereby.

(b)  The threshold amounts set forth in items 7 and 8 above shall be adjusted
     each fiscal year in accordance with the Consumer Price Index.

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IV.  Governance of Mabesa Upon a Change of Control.
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          Pursuant to Article 21 of the By-Laws, if a Change of Control with
respect to PTB International, Inc. or Paragon Trade Brands, Inc. occurs, the
affirmative vote of a majority of (i) the shares of voting stock of Mabesa, or
(ii) the Mabesa Board will be required to approve any action by Mabesa (or any
Subsidiary of Mabesa) with respect to any of the matters described in items 1,
4, 7 and 8 of Article 21 of the By-Laws, without requiring the affirmative vote
of the Series B Director or a majority of the Series B Mabesa Voting Stock, as
the case may be.

          A "Change of Control" is defined in Article 21 of the By-Laws as
follows:

(a)  a "Change of Control" means and shall be deemed to occur, with respect to
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     PTB International, Inc. or Paragon Trade Brands, Inc. (any of them being
     referred to as the "Company" for purposes of this definition only), if any
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     of the following occurs:

(b)  an acquisition, after the date hereof, by an individual, entity or group
     ("group" meaning two or more persons acting as a partnership, limited
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     partnership, syndicate or other group for the purpose of acquiring, holding
     or disposing of securities) of beneficial ownership (within the meaning of
     Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as amended (the
     "Exchange Act")), directly or indirectly, in one or more related
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     transactions, of more than 50% either (i) the outstanding shares of common
     stock of the Company (the "Common Stock"), or (ii) the combined voting
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     power of the voting securities of the Company entitled to vote generally in
     the election of directors (the "Voting Securities");
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(c)  individuals who, on the date hereof, constituted the Board of Directors
     (the "Incumbent Board") of the Company, cease for any reason to constitute
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     at least a majority of the Board of Directors (the "Board") of the Company;
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     provided, however, that any individual becoming a director subsequent to
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     the date hereof whose election, or nomination for election by the Company's
     stockholders, was approved by a vote of at least a majority of the
     directors then serving and comprising the Incumbent Board shall be
     considered as though such individual were a member of the Incumbent Board,
     but excluding for this purpose any such individual whose initial assumption
     of office occurs as a result of either an actual or threatened election
     contest or other actual or threatened solicitation of proxies or consents;

(d)  the sale or other disposition of all or substantially all of the assets of
     the Company;

(e)  (i) a reorganization, (ii) a merger, or (iii) a consolidation, other than a
     reorganization, merger or consolidation with respect to which all or

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     substantially all of the individuals and entities who were the beneficial
     owners, immediately prior to such reorganization, merger or consolidation,
     of the Common Stock and Voting Securities beneficially own, directly or
     indirectly, immediately after such reorganization, merger or consolidation,
     more than 51% of the then outstanding Common Stock and Voting Securities
     (entitled to vote generally in the election of directors) of the entity
     resulting from such reorganization, merger or consolidation in
     substantially the same proportions as their respective ownership,
     immediately prior to such reorganization, merger or consolidation, of the
     Common Stock or the Voting Securities; or

(f)  approval by the Company's stockholders of a complete or substantially
     complete liquidation or dissolution of the Company.

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