AMENDMENTS TO THE
                                     BY-LAWS
                                       OF
                              Fab Industries, Inc.
                            (a Delaware Corporation)


         Pursuant  to  Article IX of the  Amended  and  Restated  By-laws of Fab
Industries, Inc. (the "By-laws"), the By-laws are hereby amended as follows:

         Section 1 of Article II is hereby  amended to read in its  entirety  as
follows:

         "Section 1. Annual Meetings. The annual meeting of the stockholders for
         the  election  of  directors  and for  the  transaction  of such  other
         business as properly may come before such meeting shall be held at such
         date  and  time as the  Board  of  Directors,  in its  discretion,  may
         determine, which date and time may subsequently be changed at any time,
         subject to the requirements of the Securities  Exchange Act of 1934, as
         amended (the "Exchange Act"), by vote of the Board of Directors."

         Sections  1, 7 and 8 of Article IV are hereby  amended to read in their
entirety as follows:

         "Section 1. Number.  The officers of the Company shall be a Chairman of
         the Board of Directors, one or more Presidents, a Vice Chairman, one or
         more  Vice  Presidents,  a  Secretary,  a  Treasurer,  and  such  other
         officers,  including one or more  Assistant  Secretaries or one or more
         Assistant  Treasurers,  as the Board may  appoint.  The same person may
         hold any two or more of such offices."

         "Section 7. The Chairman of the Board.  The Chairman of the Board shall
         be the chief executive officer of the Company;  he shall preside at all
         meetings  of  the  directors  and  stockholders;   he  shall  have  the
         management of the business of the Company and shall see that all orders
         and  resolutions  of the Board are carried into  effect.  Except as the
         Board of  Directors  may  otherwise  direct  and  except  as  otherwise
         expressly  provided  in these  by-laws or by law,  the  Chairman of the
         Board  shall  execute  any action on behalf of the  Company as may from
         time to time be taken by the Board of Directors."

         "Section 8. The Presidents. The President or if there be more than one,
         then  the  Presidents  shall be the  chief  operating  officers  of the
         Company;  in the absence or  disability  of the  Chairman of the Board,
         both Presidents shall perform the duties and exercise the powers of the
         Chairman of the Board;  and each  President  shall  perform  such other
         duties as are  assigned to him from time to time by the Chairman of the
         Board or the Board of Directors."


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         A Section 8A is hereby added to Article IV of the By-Laws as follows:

         "Section 8A. The Vice  Chairman.  The Vice  Chairman  shall be a senior
         executive officer of the Company and shall be appointed by the Board of
         Directors.  The Vice  Chairman  shall  perform such other duties as are
         assigned  to him from time to time by the  Chairman of the Board or the
         Board of Directors."

         In all other respects, the By-laws shall remain unchanged.