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                                                                    Exhibit 3(b)


                    CERTIFICATE OF ADOPTION OF RESOLUTIONS
                                      BY
                              BOARD OF DIRECTORS
                                      OF
                             RUSSELL CORPORATION


TO THE HONORABLE JUDGE PROBATE OF TALLAPOOSA COUNTY, ALABAMA:

         In accordance with the provisions of Articles 2 and 12 of Chapter 2A 
of Title 10 of the Code of Alabama of 1975 and the provisions of Article 4 of
the Restated Articles of Incorporation, as amended, of Russell Corporation, an
Alabama corporation, Russell Corporation hereby certifies that the following 
resolutions were duly adopted by the Board of Directors of Russell Corporation 
at a meeting of said Board of Directors held on October 25, 1989:


         RESOLVED, that pursuant to the authority conferred upon the Board of 
Directors of Russell Corporation (the "Corporation") by Article 4 of the 
Restated Articles of Incorporation, as amended, of the Corporation (the 
"Restated Articles"), said Board hereby fixes and determines the voting rights
and designations, preferences, qualifications, privileges, limitations, 
restrictions, options, and other special and relative rights of 500,000 shares
out of the class of 10,000,000 shares of authorized preferred stock par value
$.01 per share (such class being the "Preferred Stock"), by establishing and 
designating a series of such Preferred Stock as follows:


         Section 1.       Designation and Amount. The shares of such series 
shall be  designated as the "Series A Junior Participating Preferred Stock" 
and the number of shares constituting such series shall be 500,000.

         Section 2.       Dividends and Distributions.

         (A)     Subject to the prior and superior rights of the holders of 
any shares of any series of Preferred Stock ranking prior and superior to
the shares of Series A Junior Participating Preferred Stock with respect to
dividends, the holders of shares of Series A Junior Participating Preferred
Stock shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for that purpose, quarterly dividends
payable in cash on March 31, June 30, September 30 and December 31 in each year
(each such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Junior Participating
Preferred Stock in an amount per share (rounded to the nearest cent) equal to
the greater of (a) $100 or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock, par
value $.01 per share, of the Corporation (the "Common Stock") since the
immediately preceding Quarterly Dividend

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Payment Date, or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of Series A Junior
Participating Preferred Stock. In the event the Corporation shall at any time
after October 25, 1989 (the "Rights Declaration Date") (i) declare any dividend
on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the amount to which holders of
shares of Series A Junior Participating Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         (B)     The Corporation shall declare a dividend or distribution on 
the Series A Junior Participating Preferred Stock as provided in paragraph
(A) above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided that,
in the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $100 per share on the
Series A Junior Participating Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.

         (C)     Dividends shall begin to accrue and be cumulative on 
outstanding shares of Series A Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue from
the date of issue of such shares, or unless the date of issue is a Quarterly 
Dividend Payment Date or is a date after the record date for the determination 
of holders of shares of Series A Junior Participating Preferred Stock entitled 
to receive a quarterly dividend and before such Quarterly Dividend Payment 
Date, in either of which events such dividends shall begin to accrue and be 
cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid 
dividends shall not bear interest. Dividends paid on the shares of Series A 
Junior Participating Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be 
allocated pro rata on a share-by-share basis among all such shares at the time 
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Junor Participating Preferred Stock entitled 
to receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 60 days prior to the date fixed for the payment 
thereof.

         Section 3.       Voting Rights. The holders of shares of Series A 
Junior Participating Preferred Stock shall have the following voting rights:

         (A)     Subject to the provision for adjustment hereinafter set forth,
each share of Series A Junior Participating Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of the
shareholders of the Corporation. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend

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on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding common stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the number of votes per share
to which holders of shares of Series A Junior Participating Preferred Stock
were entitled immediately prior to such event shall be adjusted by multiplying
such number by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

         (B)     Except as otherwise provided herein or by law, the holders of
shares of Series A Junior Participating Preferred Stock and the holders of 
shares of Common Stock shall vote together as one class on all matters 
submitted to a vote of shareholders of the Corporation.

         (C)     (i)      If at any time dividends on any Series A Junior 
Participating Preferred Stock shall be in arrears in an amount equal to
six (6) quarterly dividends thereon, the occurrence of such contingency shall
mark the beginning of a period (herein called a "default period") which shall
extend until such time when all accrued and unpaid dividends for all previous
quarterly dividend periods and for the current quarterly dividend period on all
shares of Series A Junior Participating Preferred Stock then outstanding shall
have been declared and paid or set apart for payment. During each default
period, all holders of Preferred Stock (including holders of the Series A Junior
Participating Preferred Stock) with dividends in arrears in an amount equal to
six (6) quarterly dividends thereon, voting as a class, irrespective of series,
shall, in addition to all other voting rights which the holders of shares of the
Series A Junior Participating Preferred Stock may have, have the right to elect
to elect (2) Directors.

                 (ii)     During any default period, such voting rights of the 
holders of Series A Junior Participating Preferred Stock may be exercised
initially at a special meeting called pursuant to subparagraph (iii) of this
Section 3(C) or at any annual meeting of shareholders, and thereafter at annual
meetings of shareholders, provided that neither such voting rights nor the right
of the holders of any other series of Preferred Stock, if any, to increase, in
certain cases, the authorized number of Directors shall be exercised unless
the holders of not less than ten percent (10%) in number of shares of Preferred
Stock outstanding shall be present in person or by proxy at such meeting. The
absence of a quorum of the holders of Common Stock shall not affect the exercise
by the holders of Preferred Stock of such voting rights. At any meeting at which
the holders of Preferred Stock shall exercise such voting rights initially
during an existing default period, they shall have the right, voting as a class,
to elect Directors to fill such vacancies, if any, in the Board of Directors as
may then exist up to two (2) Directors or, if such right is exercised at an
annual meeting, to elect two (2) Directors. If the number which may be so
elected at any special meeting does not amount to the required number, the
holders of the Preferred Stock shall have the right to make such increase in
the number of Directors as shall be necessary to permit the election by them of
the required number. After the holders of the Preferred Stock shall have
exercised their right to elect Directors in any default period and during the
continuance of such period, the number of Directors shall not be increased or
decreased except by vote of the holders of Preferred Stock as herein provided or
pursuant to the rights of any equity securities ranking senior to or pari passu
with the Series A Junior Participating Preferred Stock.

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         (iii)   Unless the holders of Preferred Stock shall, during an existing
default period, have previously exercised their right to elect Directors, the
Board of Directors may order, or any shareholder or shareholders owning in the
aggregate not less than ten percent (10%) of the total number of shares of
Preferred Stock outstanding, irrespective of series, may request, the calling of
a special meeting of the holders of Preferred Stock, which meeting shall
thereupon be called by the Chairman of the Board of Directors, the President, a
Vice-President or the Secretary of the Corporation. Notice of such meeting and
of any annual meeting at which holders of Preferred Stock are entitled to vote
pursuant to this paragraph (C) (iii) shall be given to each holder of record of
Preferred Stock by mailing a copy of such notice to him at his last address as
the same appears on the books of the Corporation. Such meeting shall be called
for a time not earlier than 20 days and not later than 60 days after such order
or request; or in default of the calling of such meeting within 60 days after
such order or request, such meeting may be called on similar notice by any
shareholder or shareholders owning in the aggregate not less than ten percent
(10%) of the total number of shares of Preferred Stock outstanding.
Notwithstanding the provisions of this paragraph (C) (iii), no such special
meeting shall be called during the period within 60 days immediately preceding
the date fixed for the next annual meeting of the shareholders.

         (iv)    In any default period, the holders of Common Stock, and other
classes of stock of the Corporation if applicable, shall continue to be entitled
to elect the whole number of Directors until the holders of Preferred Stock
shall have exercised their right to elect two (2) Directors voting as a class,
after the exercise of which right (x) the Directors so elected by the holders of
Preferred Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period, and (y)
any vacancy in the Board of Directors may (except as provided in paragraph (C)
(ii) of this Section 3) be filled by vote of a majority of the remaining
Directors theretofore elected by the holders of the class of stock which elected
the Director whose office shall have become vacant. References in this paragraph
(C) to Directors elected by the holders of a particular class of stock shall
include Directors elected by such Directors to fill vacancies as provided in
clause (y) of the foregoing sentence.

         (v)     Immediately upon the expiration of a default period, (x) the
right of the holders of Preferred Stock as a class to elect Directors shall
cease, (y) the term of any Directors elected by the holders of Preferred Stock
as a class shall terminate, and (z) the number of Directors shall be such number
as may be provided for in the Restated Articles or Bylaws irrespective of any
increase made pursuant to the provisions of paragraph (C)(ii) of this Section 3
(such number being subject, however, to change thereafter in any manner provided
by law or in the Restated Articles or Bylaws). Any vacancies in the Board of
Directors effected by the provisions of clauses (y) and (z) in the preceding
sentence may be filled by a majority of the remaining Directors.

        (D)     Except as set forth herein, holders of Series A Junior
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

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         Section 4.       Certain Restrictions.                                
                                                                               
        (A)     Whenever quarterly dividends or other dividends or
distributions payable on the Series A Junior Participating Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of
Series A Junior Participating Preferred Stock outstanding shall have
been paid in full, the Corporation shall not
                                                                               
                (i)      declare or pay dividends on, make any other           
         distributions on, or redeem or purchase or otherwise acquire for      
         consideration any shares of stock ranking junior (either as to        
         dividends or upon liquidation, dissolution or winding up of the       
         Corporation) to the Series A Junior Participating Preferred Stock;    
                                                                               
                (ii)     declare or pay dividends on or make any other         
         distributions on any shares of stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or winding up of the       
         Corporation) with the Series A Junior Participating Preferred Stock,  
         except dividends paid ratably on the Series A Junior Participating    
         Preferred Stock and all such parity stock on which dividends are      
         payable or in arrears in proportion to the total amounts to which the 
         holders of all such shares are then entitled;                         
                                                                               
                (iii)    redeem or purchase or otherwise acquire for           
         consideration shares of any stock ranking on a parity (either as to   
         dividends or upon liquidation, dissolution or winding up of the       
         Corporation) with the Series A Junior Participating Preferred Stock,   
         provided that the Corporation may at any time redeem, purchase or     
         otherwise acquire shares of any such parity stock in exchange for     
         shares of any stock of the Corporation ranking junior (either as to    
         dividends or upon dissolution, liquidation or winding up of the       
         Corporation) to the Series A Junior Participating Preferred Stock; or 
                                                                               
                (iv)     purchase or otherwise acquire for consideration any   
         shares of Series A Junior Participating Preferred Stock, or any shares
         of stock ranking on a parity with the Series A Junior Participating   
         Preferred Stock, except in accordance with a purchase offer made in   
         writing or by publication (as determined by the Board of Directors) to
         all holders of such shares upon such terms as the Board of Directors, 
         after consideration of the respective annual dividend rates and other 
         relative rights and preferences of the respective series and classes, 
         shall determine in good faith will result in fair and equitable        
         treatment among the respective series or classes.                     
                                                                               
                                                                               
                 (B)      The Corporation shall not permit any subsidiary of   
the Corporation to purchase or otherwise acquire for consideration any shares  
of stock of the Corporation unless the Corporation could, under paragraph (A)
of this Section 4, purchase or otherwise acquire such shares at such time and
in such manner.         
                                                                               
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         Section 5.       Reacquired Shares.  Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein or in the Restated Certificate of Incorporation of the
Corporation.


         Section 6.       Liquidation. Dissolution or Winding Up.  Subject to
the prior and superior rights of the holders of any shares of any series of any
Preferred Stock ranking prior and superior to the shares of Series A Junior
Participating Preferred Stock with respect to distributions upon liquidation,
dissolution or winding-up of the Corporation, upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Corporation, no distribution shall
be made (i) to the holders of shares of Common Stock or any other stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding-up of
the Corporation) to the Series A Junior Participating Preferred Stock unless
prior thereto, the holders of shares of Series A Junior Participating Preferred
Stock shall have received the higher of $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment, or an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the aggregate
amount to be distributed per share to the holders of Common Stock or (ii) to the
holders of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding-up of the Corporation) with the Series A
Junior Participating Preferred Stock, except distributions made ratably on the
Series A Junior Participating Preferred Stock and all other such parity stock in
proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding-up. In the event the
Corporation shall at any time declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series A Junior Participating
Preferred Stock were entitled immediately prior to such event under the
provision in clause (i) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.


         Section 7.       Consolidation, Merger etc. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case the shares
of Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock

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into a smaller number of shares, then in each such case the amount set forth in
the preceding sentence with respect to the exchange or change of shares of
Series A Junior Participating Preferred Stock shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.


         Section 8.       No Redemption. The shares of Series A Junior
Participating Preferred Stock shall not be redeemable.


         Section 9.       Ranking. The Series A Junior Participating Preferred
Stock shall rank junior to all other series of the Corporation's Preferred Stock
as to the payment of dividends and the distribution of assets and as to the
liquidation, dissolution or winding up of the Corporation, unless the terms of
any such series shall provide otherwise.


         Section 10.      Amendment. The Restated Articles of Incorporation, as
amended, of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Junior Participating Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority or more of the
outstanding shares of Series A Participating preferred Stock, voting separately
as a class.


        Section 11.        Fractional Shares. Series A Junior Participating
Preferred Stock may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to have the benefit
of all other rights of holders of Series A Junior Participating Preferred Stock.


         IN WITNESS WHEREOF, We have executed and subscribed this Certificate
and do affirm the foregoing as true under the penalties of perjury this 25th 
day of October, 1989.

                                       RUSSELL CORPORATION

                                By:  Dwight L. Carlisle, Jr.
                                    ------------------------------
                                     Dwight L. Carlisle, Jr.
                                         Its President


                                By:  Steve R. Forehand
                                    ------------------------------ 
                                     Steve R. Forehand
                                        Its Secretary

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STATE OF ALABAMA        )                                                       
                        :                                                       
COUNTY OF TALLAPOOSA    )                                                       
                                                                               
                                                                               
         Before, me, the undersigned authority in and for said County in said  
Stated, personally appeared Dwight L. Carlisle, Jr. who is known to me and who,
being first duly sworn, does depose and say that he is the President of        
Russell Corporation; that he signed the foregoing Certification of Adoption of 
Resolutions by Board of Directors of Russell Corporation as President of said  
corporation and with full authority; and that the statements made in the       
foregoing Certificate of Adoption of Resolution by Board of Directors of       
Russell Corporation are true and correct.                                      
                                                                               
                                                                               
                                                                               
                                       Dwight L. Carlisle, Jr.                 
                                     ---------------------------               
                                       Dwight L. Carlisle, Jr.                 
                                                                               
                                                                               
                                                                               
         Subscribed and sworn to before me on this 25th day of October, 1989,  
in witness whereof I hereunder to subscribe my name and attach the seal of my  
office.                                                                        
                                                                               
                                                                               
                                           Ralph E. Mings
                                      ---------------------------              
                                           Notary Public                       
                                                                               
                                                                               
[NOTARIAL SEAL]                      My Commission expires: 6/30/93            
                                                                               
                                                                               
                                                                               
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