AMENDMENT TO THE

                                     BY-LAWS

                                       OF

                              Fab Industries, Inc.

                            (a Delaware Corporation)

RESOLVED, that the Amended and Restated By-laws of Fab Industries, Inc. be
hereby amended by deleting the existing Section 12 of Article II and replacing
it in its entirety with the following amendment:

                  "Section 12. Matters to be Considered at Annual Meetings. At
any annual meeting of stockholders or any special meeting in lieu of the annual
meeting of stockholders (the "Annual Meeting"), only such business shall be
conducted as shall have been properly brought before such Annual Meeting. To be
considered as properly brought before an Annual Meeting, business, including
nominations of persons for election to the Board of Directors, must be: (a)
specified in the notice of meeting, or (b) brought before the meeting by, or at
the direction of, the Board of Directors, or (c) brought before the meeting by
any holder of record (both as of the time notice of such item of business is
given by the stockholder as set forth below and as of the record date for the
Annual Meeting in question) of any shares of capital stock of the Corporation
entitled to vote on such business at such Annual Meeting (each a "Record
Holder") and who complies with the requirements set forth in this Section 12.

                  In addition to any other applicable requirements, for business
to be properly brought before an Annual Meeting by a Record Holder, such Record
Holder must: (i) give timely notice to the Secretary of the Corporation as
required by this Section 12 and (ii) be present at such meeting, either in
person or by a representative. A Record Holder's notice shall be timely if
delivered to, or mailed to and received by, the Corporation at its principal
executive office no later than close of business on a day not less than 100 days
nor more than 120 days prior to the anniversary date of the immediately
preceding Annual Meeting (the "Anniversary Date"); provided, however, that in
the event the Annual Meeting is scheduled to be held on a

<PAGE>

date more than 30 days before the Anniversary Date or more than 60 days after
the Anniversary Date, a stockholder's notice shall be timely if delivered to, or
mailed to and received by, the Corporation at its principal executive office not
later than the close of business on the later of (A) the 100th day prior to the
scheduled date of such Annual Meeting, or (B) the 15th day following the day on
which public announcement (as defined in this section) of the date of such
Annual Meeting is first made by the Corporation.

                  For purposes of these By-laws, "public announcement" shall
mean: (i) disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service; (ii) a report or other
document filed publicly with the Securities and Exchange Commission (including,
without limitation, a Form 8-K); or (iii) a letter or report sent to Record
Holders of the Corporation at the close of business on the day of the mailing of
such letter or report.

                  A Record Holder's notice to the Secretary shall set forth as
to each item of business, including nominations of persons for election to the
Board of Directors, intended to be brought before an Annual Meeting: (i) a brief
description of the item of business such Record Holder intends to bring before
such Annual Meeting and the reasons for conducting such business at such Annual
Meeting, (ii) the name and address, as they appear on the Corporation's stock
transfer books, of such Record Holder, (iii) the class and number of shares of
the Corporation's capital stock beneficially owned by such Record Holder, (iv)
the names and addresses of the beneficial owners, if any, of any capital stock
of the Corporation registered in such Record Holder's name on such books, and
the class and number of shares of the Corporation's capital stock beneficially
owned by such beneficial owners, (v) the names and addresses of other Record
Holders known by such Record Holder to support such matter, and the


                                      -2-
<PAGE>

class and number of shares of the Corporation's capital stock beneficially owned
by such other Record Holders, and (vi) any material interest in such matter of
such Record Holder (or of any other known Record Holders supporting such
matter).

                  Notwithstanding the foregoing provisions of these By-laws, a
Record Holder's notice relating to proposals for inclusion in the Corporation's
proxy statement shall comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder, including, without limitation, the
requirements of Rule 14a-8 under the Exchange Act. Furthermore, a Record
Holder's notice relating to the nominations of persons for election to the Board
of Directors shall set forth all information relating to such person that is
required to be disclosed in solicitation of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A of the
Exchange Act (including such person's written consent to being named in the
proxy statement and to serving as a director if elected).

                  If the Board of Directors or a designated committee thereof
determines that any proposed matter was not presented in a timely fashion in
accordance with the provisions of this Section 12 or that the information
provided in a Record Holder's notice does not satisfy the information
requirements of this Section 12 in any material respect, such matter shall not
be presented for action at the Annual Meeting in question. If neither the Board
of Directors nor such committee makes a determination as to the validity of any
such matter, notice of which must be given to the Secretary in the manner set
forth in this Section 12, the presiding officer of the Annual Meeting shall
determine whether such matter was presented in accordance with the terms of this
Section 12. If the presiding officer determines that any such matter was not
presented in a timely fashion in accordance with the provisions of this Section
12 or that the information provided in a Record Holder's notice does not satisfy
the information requirements


                                      -3-
<PAGE>

of this Section 12 in any material respect, such matter shall not be presented
for action at the Annual Meeting in question. If the Board of Directors, a
designated committee thereof or the presiding officer determines that such
matter was presented in accordance with the requirements of this Section 12, the
presiding officer shall so declare at the Annual Meeting and ballots shall be
provided for use at the meeting with respect to such matter.

                  Notwithstanding the foregoing provisions of these By-laws, a
Record Holder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in these By-laws, and nothing in this Section 12 shall be deemed to affect
any rights of stockholders to request inclusion of proposals in the
Corporation's proxy statement, or the Corporation's right to refuse inclusion
thereof, pursuant to Rule 14a-8 under the Exchange Act."


                                      -4-