<PAGE>



                                                  EXHIBIT 3.1


                   CERTIFICATE OF AMALGAMATION
             =======================================

                         New Brunswick

                             CANADA
PROVINCE OF NEW BRUNSWICK PROVINCE DU NOUVEAU-BRUNSWICK

CERTIFICATE OF AMALGAMATION (SECTION 124)

                    AIP/CGI NB ACQUISITION CORP.
                       NAME OF CORPORATION
                          512918
                      CORPORATION NUMBER

I HEREBY CERTIFY THAT THE ABOVE-MENTIONED CORPORATION RESULTED
FROM THE AMALGAMATION OF THE FOLLOWING

CORPORATIONS UNDER THE BUSINESS CORPORATIONS ACT, AS SET OUT IN THE
ATTACHED ARTICLES OF  AMALGAMATION.


Director /s/signature illegible
        =======================

Date of Amendment October 2, 2000

<PAGE>

                          NEW
                          BRUNSWICK

BUSINESS CORPORATIONS ACT FORM 6
ARTICLES OF AMALGAMATION (SECTION 124)

1-  Name of Corporation:
    AIP/CGI  NB ACQUISITION  CORP.

2- The classes and any maximum number of shares that the
   corporation is authorized to issue and any maximum aggregate
   amount for which shares may be issued including shares without
   par valueand or with par value and the amount of the par value:

   An unlimited number of common shares without nominal or par value.

3- Restrictions, if any, on share transfers:

   The annexed Schedule A is incorporated in this form.

4- Number (or minimum and maximum number) of directors:

   A minimum of one (1) and a maximum of ten (10) as determined
   by resolution of the board of directors.


5- Restrictions, if any, on business the corporation may carry
   on:  None

6- Other provisions, if any:

   The annexed Schedule B is incorprated in this form.

7(a) -The amalgamation has been approved by special resolutions
      of shareholders  of  each  of the amalgamating corporations
      listed in item 9 below in accordance with  Section  122
      of the BUSINESS CORPORATIONS ACT.

  (b) The  amalgamation has been approved  by  a resolution of the
      directors  of  each of the amalgamating corporations listed
      in item 9 below in accordance with  Section  123  of the
      BUSINESS CORPORATIONS ACT.  These Articles of Amalgamation
      are the same as the Articles of Incorporation of (name the
      designated amalagamating corporation) :     x
                                            	=====

     AIP/CGI NB ACQUISITION CORP.


8-   Name of the amalgamating corporation the by-laws of
     which are to be the by-laws of the amalgamated corporation :

     AIP/CGI NB ACQUISITION CORP.


9- Name of Amalgamating Corporations: Consoltex Inc.
   Corporation No.: 510854
   Signature: /s/C. Suzanne Crawford
   Date: October 2, 2000
   Description of Office: Secretary

   Name of Amalgamating Corporations: AIP/CGI NB Acquisition Corp.
   Corporations No.: 510170
   Signature: /s/C. Suzanne Crawford
   Date: October 2, 2000
   Description of Office: Secretary



Corporation No. 512918
Filed: October 2, 2000





<PAGE>

AIP/CGI NB ACQUISITION CORP.

(hereinafter referred to as the "Corporation")

THIS IS SCHEDULE "A" TO THE FOREGOING FORM 6 UNDER THE
NEW BRUNSWICK BUSINESS CORPORATIONS ACT

Restrictions if any on share transfers

No  shares  shall  be  transferred  without the consent of the
directors or shareholders of the corporation expressed by resolution
passed at a meeting of the board of directors or shareholders or by
an instrument or instruments in writing signed by all such directors
or shareholders.


<PAGE>


AIP/CGI NB ACQUISITION CORP.

(hereinafter referred to as the "Corporation")

THIS IS SCHEDULE "B" TO THE FOREGOING FORM 6 UNDER THE
NEW BRUNSWICK BUSINESS CORPORATIONS ACT

1. PLACE OF SHAREHOLDER MEETINGS

   Notwithstanding subsections (1) and (2) of Section 84 of the BUSINESS
   CORPORATIONS ACT, as from time to time in force, meetings of
   shareholders of the Corporation may be held outside New Brunswick
   at such place or places as the shareholders may resolve to meet.

2. NOTICE OF SHAREHOLDER MEETINGS

   Notwithstanding subsection (1) of Section 87 of the BUSINESS
   CORPORATIONS ACT, AS from time to time in force, notice of time
   and place of a meeting of shareholders of the Corporation shall
   be deemed to be properly given if sent not less than three (3)
   days nor more than fifty (50) days before such meeting:

   (a) to each shareholder entitled to vote at the meeting;
   (b) to each director; and
   (c) to the auditor, if any.

3. PRE-EMPTIVE RIGHTS

   (A)  Notwithstanding subsection (2) of Section 27 of the BUSINESS
        CORPORATIONS ACT, as from time to time in force, but subject
        however to any rights arising under any unanimous
        shareholders agreements, the holders of equity shares of any
        class, in the case of the proposed issuance by the
        Corporation of, or the proposed granting by the Corporation
        of rights or options to purchase, its equity shares of any
        class of any shares or other securities convertible into or
        carrying rights or options to purchase its equity shares of
        any class, shall not as such, even if the issuance of the
        equity shares proposed to be issued or issuable upon
        exercise of such rights or options or upon conversion of
        such other securities would adversely affect the unlimited
        dividend rights of such holders, have the pre-emptive right
        as provided by Section 27 of the BUSINESS CORPORATIONS ACT
        to purchase such shares or other securities.

   (B)  Notwithstanding subsection (3) of Section 27 of the BUSINESS

<PAGE>

       CORPORATIONS ACT, as from time to time in force, but subject
        however to any rights arising under any unanimous shareholders
        agreements, the holders of voting shares of any class, in case
        of the proposed issuance by the Corporation of, or the proposed
        granting by the Corporation of rights or options to
        purchase, its voting shares of any class or any shares or
        options to purchase its voting shares of any class, shall
        not as such, even if the issuance of the voting shares
        proposed to be issued or issuable upon exercise of such
        rights or options or upon conversion of such other
        securities would adversely affect the voting rights of such
        holders, have the pre-emptive right as provided by Section
        27 of the BUSINESS CORPORATIONS ACT to purchase such shares
        or other securities.

4.  PRIVATE CORPORATION RESTRICTIONS

    (A) The number of shareholders, exclusive of persons who are in
        the employment of the Corporation and are shareholders of
        the Corporation and persons who, having been formerly in the
        employment of the Corporation, have continued to be
        shareholders of the Corporation after termination of that
        employment, is limited to not more than Fifty (50) persons,
        two or more persons who are joint registered holders of one
        or more shares being counted as one shareholder.

    (B) Any invitation to the public to subscribe for any shares,
        debentures or other securities of the Corporation shall be
        prohibited.

5.  FINANCIAL ASSISTANCE

       The Corporation may, directly or indirectly, give financial
       assistance by means of a loan, guarantee or otherwise:

      (a)  to any shareholder, director, officer or employee of the
           Corporation or of an affiliated corporation, or
      (b)  to any associate of a shareholder, director, officer or
           employee of the Corporation or of an affiliated corporation;

      whether or not:

     (c)  the Corporation is, or after giving the financial assistance
          would be, unable to pay its liabilities as they become due;
          or
     (d)  the realizable value of the Corporation's assets, excluding
          the amount

<PAGE>

          of any financial assistance in the form of a loan
          or in the form of assets pledged or encumbered to secure a
          guarantee, after giving the financial  assistance, would be
          less than the aggregate of the Corporation's liabilities and
          stated capital of all classes.

<PAGE>
                       STATUTORY DECLARATION

                       IN  THE  MATTER OF the BUSINESS CORPORATIONS
                       ACT  (New Brunswick)  and  the  Articles  of
                       Amalgamation  of  Consoltex Inc. and AIP/CGI
                       NB Acquisition Corp.

   I, Paul J. Bamatter, of New Canaan, in the State of Connecticut, do
solemnly declare that:

1.  I  am  the  Vice-President  Finance  and  Chief Financial Officer  of
    Consoltex  Inc.,  one  of the amalgamating corporations  (hereinafter
    called the "Corporation")  and  as  such have a personal knowledge of
    the matters herein declared to.

2.  I have conducted such examinations of  the  books  and records of the
    Corporation  and have made such inquiries and investigations  as  are
    necessary to enable me to make this declaration.

3. I have satisfied myself that:

   (a)  the Corporation  is and the amalgamated corporation will be able
        to pay its liabilities as they become due; and
   (b)  the  realizable  value   of   the   assets  of  the  amalgamated
        corporation  will  not  be  less  than  the   aggregate  of  its
        liabilities and stated capital of all classes.

4. There are reasonable grounds for believing that no creditor  will  be
   prejudiced by the amalgamation.

And I make this solemn declaration conscientiously believing the same
to be true and knowing that it is of the same force and effect as if
made under oath and by virtue of the Canada EVIDENCE Act.

DECLARED before me at the City of
New York in the State of
New York this 28{th} day of
September 2000.

                              /s/Paul J. Bamatter
                              Paul J. Bamatter


         Notary Public
       State of New York

          ABRAHAM HAROONI
 Notary Public, State of New York
          No. 41-4934341
    Qualified in Nassau County
  Commission Expires June 6, 2002


<PAGE>



                    STATUTORY DECLARATION

                        IN  THE  MATTER OF the BUSINESS CORPORATIONS
                        ACT  (New Brunswick)  and  the  Articles  of
                        Amalgamation  of  Consoltex Inc. and AIP/CGI
                        NB Acquisition Corp.

   I, Kim Marvin, of Denton, in the State of Maryland, do solemnly
declare that:

 1.  I  am  the  President and  Chief  Executive  Officer  of  AIP/CGI  NB
     Acquisition Corp.,  one of the amalgamating corporations (hereinafter
     called the "Corporation")  and  as  such have a personal knowledge of
     the matters herein declared to.

 2.  I have conducted such examinations of  the  books  and records of the
     Corporation  and have made such inquiries and investigations  as  are
     necessary to enable me to make this declaration.

3.   I have satisfied myself that:

     (a)  the Corporation  is and the amalgamated corporation will be able
          to pay its liabilities as they become due; and
     (b)  the  realizable  value   of   the   assets  of  the  amalgamated
          corporation  will  not  be  less  than  the   aggregate  of  its
          liabilities and stated capital of all classes.

4.   There are reasonable grounds for believing that no creditor will be
     prejudiced by the amalgamation.

  And I make this solemn declaration conscientiously believing the same
to be true and knowing that it is of the same force and effect as if made
under oath and by virtue of the CANADA EVIDENCE Act.

DECLARED before me at the City of
Denton, in the State of
Maryland, this 28{th} day of
September 2000.

                                     /s/Kim Marvin
                                     KIM MARVIN


            Notary Public
         State of Maryland

             MARGARET C. ROE
    Notary Public, State of Maryland
           County of Caroline
   My Commission Expires May 30, 2004


<PAGE>

                          NEW BRUNSWICK


BUSINESS CORPORATIONS ACT
FORM 2
NOTICE OF REGISTERED OFFICE OR
NOTICE OF CHANGE OF REGISTERED OFFICE
(SECTION 17)

1-  Name of Corporation: AIP/CGI NB ACQUISITION CORP.

2-  Corporation No.: 512918

3-  Place and address of the registered office:
    c/o James D. Murphy
    44 Chipman Hill, 10{th} Floor
    P.O. Box 7289, Stn. A
    Saint John, New Brunswick E2L 4S6 Canada

4-  Effective date of change: N/A

5-  Previous place and address of the registered office: N/A


Date: October 2, 2000
Signature: /s/ C. Suzanne Crawford
Description of Office: Secretary


<PAGE>

                              NEW  BRUNSWICK


BUSINESS CORPORATIONS ACT
FORM 4
NOTICE OF DIRECTORS OR NOTICE OF CHANGE OF DIRECTORS
(SECTIONS 64, 71)

1-   Name of Corporation: AIP/CGI NB ACQUISITION CORP.

2-   THE FOLLOWING PERSONS BECAME DIRECTORS OF THIS CORPORATION:

     Name: Richard H. Willett
     Residential Address: 96 Kokopelli, Philipsburg, Montana 59858
     Occupation: Executive

     Name: Paul J. Bamatter
     Residential Address: 21 Turtleback Lane East
                          New Canaan, Connecticut 06840
     Occupation: Executive

3-  THE FOLLOWING PERSONS CEASED TO BE DIRECTORS OF THIS CORPORATION :


4-  THE DIRECTORS OF THE CORPORATION NOW ARE :

    Name: Richard H. Willett
    Residential Address: 96 Kokopelli, Philipsburg, Montana 59858
    Occupation: Executive

    Name: Paul J. Bamatter
    Residential Address: 21 Turtleback Lane East
                         New Canaan, Connecticut 06840
    Occupation: Executive


Date: October 2, 2000
Signature: /s/C. Suzanne Crawford
Description of Office: Secretary


<PAGE>

                                                 EXHIBIT 3.2



            CERTIFICATE OF AMENDMENT
  =================================================


                  New Brunswick

                       CANADA
 PROVINCE OF NEW BRUNSWICK BUSINESS CORPORATIONS ACT

 CERTIFICATE OF AMENDMENT  (SECTION 26, 117)


                  CONSOLTEX INC.

             NAME OF CORPORATION
                   512918
           CORPORATION NUMBER

I HEREBY CERTIFY THAT THE ARTICLES OF THE ABOVE-MENTIONED
CORPORATION WERE AMENDED

(a) under Section 11 of the Business Corporations Act
    in accordance with the attached notice;

(b) under Section 26 of the Business Corporations Act
    as set out in the attached Articles of Amendment designating
    series of shares;

(c) under Section 117 of the Business Corporations Act as set out
    in the attached Articles of Amendment; or                X
                                                           =======

(d) under Secton 132 of the Business Corporations Act as set out
    in the attached Articles of Reorganization.

Director /s/ signature illegible
      =============================

Date of Amendment October 2, 2000


<PAGE>


                     NEW BRUNSWICK

NEW BRUNSWICK BUSINESS CORPORATION ACT
FORM 3
ARTICLES OF AMENDMENT (SECTION 26,126)


1-  Name of Corporation: AIP/CGI NB ACQUISITION CORP.

2-  Corporation No.: 512918

3-  The articles of the above mentioned corporaton are mentioned
    corporation are amended as follows:

    The name of the Corporation is hereby changed to CONSOLTEX INC.

Date October 2, 2000
Signature: /s/C. Suzanne Crawford
Description of Office: Secretary


<PAGE>
                                                      EXHIBIT 3.3


CERTIFICATE OF INCORPORATION, BY-LAWS AND CERTIFCATE OF AMENDMENT
FOR CONSOLTEX (USA) INC.
==================================================================

                       CERTIFICATE OF INCORPORATION

                                    OF

                           CONSOLTEX (USA) INC.

                         UNDER SECTION 402 OF THE
                         BUSINESS CORPORATION LAW

                                 * * * * *


      WE, THE UNDERSIGNED, ALL OF THE AGE OF EIGHTEEN YEARS OR OVER,
FOR THE PURPOSE OF FORMING A CORPORATION PURSUANT TO SECTION 402 OF
THE BUSINESS CORPORATION LAW OF NEW YORK, DO HEREBY CERTIFY:

     FIRST:  THE NAME OF THE CORPORATION IS

                  CONSOLTEX (USA) INC.

    SECOND:  THE PURPOSES FOR WHICH IT IS FORMED ARE:


    TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH CORPORATIONS
MAY BE ORGANIZED UNDER THE BUSINESS CORPORATION LAW PROVIDED THAT IT
IS NOT FORMED TO ENGAGE IN ANY ACT OR ACTIVITY REQUIRING THE CONSENT
OR APPROVAL OF ANY STATE OFFICIAL, DEPARTMENT, BOARD, AGENCY OR OTHER
BODY, WITHOUT SUCH CONSENT OR APPROVAL FIRST BEING OBTAINED.

<PAGE>

  THIRD:  The office of the corporation is to be located in the
  County of New York, State of New York.


 FOURTH:  The aggregate number of shares which the corporation
 shall have authority to issue is one hundred of the par value of one
 Dollar each.

 FIFTH:  The Secretary of State is designated as the agent of the
 corporation upon whom process against the corporation may be served.
 The post office address to which the Secretary of State shall mail a
 copy of any process against the corporation served upon him
 is: c/o C T Corporation System, 1633 Broadway, New York, New York 10019.

 SIXTH:  The name and address of the registered agent which is to
 be the agent of the corporation upon whom process against it may be
 served, are C T CORPORATION SYSTEM, 1633 Broadway, New York, New York 10019.


     IN WITNESS WHEREOF, we have made and signed this Certificate of
Incorporation this 20{th} day of December, A.D. 1990, and affirm the
statements contained therein as true under penalties of perjury.


                                     /s/LOGAN CHANDLER
                                     Logan Chandler
                                     299 Park Avenue



<PAGE>


                          CERTIFICATE OF CONSENT
                                  OF THE
                             SOLE INCORPORATOR
                                    OF
                           CONSOLTEX (USA) INC.


     The undersigned, being the Sole Incorporator of CONSOLTEX (USA) INC.,

a New York corporation (the "Corporation"), in the manner prescribed by

Section 404 of the Business Corporation Law of the State of New York, DOES

HEREBY CONSENT TO AND ADOPT the following resolutions:



          RESOLVED, that the By-laws attached as Exhibit A hereto be,
     and they hereby are, in all respects approved and adopted as the
     By-laws of the Corporation; and

          RESOLVED, that the initial number of directors of the
     Corporation's Board of Directors is hereby fixed at two and that
     Marcel Thibault and Peter G.M. Cox be, and they hereby are,
     elected as the directors of the Corporation, to serve until the
     next Annual Meeting of Shareholders of the Corporation and until
     their successors shall have been elected and shall have qualified
     or as otherwise provided in the By-laws of the Corporation.

     IN WITNESS WHEREOF, the undersigned has signed this Certificate as of

the 20th day of February, 1991.



                                        /s/Logan M. Chandler

<PAGE>


                                                        EXHIBIT A


                                  BY-LAWS
                                    OF
                           CONSOLTEX (USA) INC.


                                 ARTICLE I

                               STOCKHOLDERS

1.01. ANNUAL MEETINGS.  Subject to change by resolution of the Board of
Directors, the annual meeting of the stockholders of the Corporation for
the purpose of electing directors and for the transaction of such other
business as may be brought before the meeting shall be held on the fourth
Tuesday in April of each year, if not a legal holiday, and if a legal
holiday, then on the next succeeding day not a legal holiday. The meeting
may be held at such time and such place within or without the State of New
York as shall be fixed by the Board of Directors and stated in the notice
of the meeting.

1.02. SPECIAL MEETINQS.  Special meetings of the stockholders may be called
at any time by the Board of Directors or the Chairman of the Board. Special
meetings shall be held on the date and at the time and place either within
or without the State of New York as specified in the notice thereof.

1.03. NOTICE OF MEETINGS.  Except as otherwise expressly required by law or
the Certificate of Incorporation of the Corporation, written notice stating
the place and time of the meeting and, in the case of a special meeting,
the purpose or purposes of such meeting, shall be given by the Secretary to
each stockholder entitled to vote thereat at his address as it appears on
the records of the Corporation not less than ten nor more than sixty days
prior to the meeting. Notice of any meeting of stockholders shall not be
required to be given to any stockholder who shall attend such meeting in
person or by proxy; and if any stockholder shall, in person or by attorney
thereunto duly authorized, waive notice of any meeting, in writing or by
telegraph, cable or wireless, whether before or after such meeting be held,
the notice thereof need not be given to him. The attendance of any
stockholder at a meeting, in person or by proxy, without protesting prior
to the conclusion of the meeting the lack of notice of such meeting, shall
constitute a waiver of notice by him. Notice of any adjourned meeting of
stockholders need not be given except as provided in Section 5 of this
Article I.

<PAGE>

1.04. QUORUM.  Subject to the provisions of law in respect of the vote that
shall be required for a specific action, the number of shares the holders
of which shall be present or represented by proxy at any meeting of
stockholders in order to constitute a quorum for the transaction of any
business shall be at least fifty percent of all the shares issued and
outstanding and entitled to vote at such meeting.

1.05. ADJOURNMENT.  At any meeting of stockholders, whether or not there
shall be a quorum present, the holders of a majority of shares voting at
the meeting, whether present in person at the meeting or represented by
proxy at the meeting, may adjourn the meeting from time to time. Except as
provided by law, notice of such adjourned meeting need not be given
otherwise than by announcement of the time and place of such adjourned
meeting at the meeting at which the adjournment is taken. At any adjourned
meeting at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as originally called.

1.06. ORGANIZATION.  The Chairman of the Board or, in his absence or
nonelection, the President or, in the absence of both the foregoing
officers, the Vice President, shall call meetings of the stockholders to
order and shall act as Chairman of such meetings. In the absence of the
Chairman of the Board, the holders of a majority in number of the shares of
the capital stock of the Corporation present in person or represented by
proxy and entitled to vote at such meeting shall elect a Chairman, who may
be the Secretary of the Corporation. The Secretary of the Corporation shall
act as secretary of all meetings of the stockholders; but in the absence of
the Secretary, the Chairman may appoint any person to act as secretary of
the meeting.

1.07. VOTING.  Each stockholder shall, except as otherwise provided by law
or by the Certificate of Incorporation, at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share
of capital stock entitled to vote held by such stockholder, but no proxy
shall be voted on after three years from its date, unless said proxy
provides for a longer period. Upon the demand of any stockholder, the vote
for directors and the vote upon any matter before the meeting shall be by
ballot. Except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, all elections for directors shall be
decided by plurality vote; all other matters shall be decided by a majority
of the votes cast thereon.

<PAGE>

1.08. STOCKHOLDERS LIST.  A complete list of the stockholders entitled to
vote at any meeting of stock holders, arranged in alphabetical order with
the address of each and the number of shares held by each, shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting during
the whole thereof and may be inspected by any stockholder who is present.

1.09. ADDRESSES OF STOCKHOLDERS.  Each stockholder shall designate to the
Secretary of the Corporation an address at which notices of meetings and
all other corporate notices may be served upon or mailed to him, and if any
stockholder shall fail to designate such address, corporate notices may be
served upon him by mail directed to him at his last known post office
address.

1.10. INSPECTORS OF ELECTION.  The Board of Directors may at anytime
appoint one or more persons to serve as Inspectors of Election at the next
succeeding annual meeting of stockholders or at any other meeting or
meetings and the Board of Directors may at any time fill any vacancy in the
office of Inspector. If the Board of Directors fails to appoint Inspectors,
or if any Inspector appointed be absent or refuse to act, or if his office
becomes vacant and be not filled by the Board of Directors, the Chairman of
any meeting of the stockholders may appoint one or more temporary
Inspectors for such meeting. All proxies shall be filed with the Inspectors
of Election of the meeting before being voted upon.

1.11. ACTION BY CONSENT.  Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any meeting of
stockholders, or any action which may be taken at any meeting of such
stockholders, may be taken without a meeting, without prior notice and
without a vote if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to
those

<PAGE>

stockholders who have not consented in writing.


                                ARTICLE II

                            BOARD OF DIRECTORS

2.01. GENERAL POWERS.  The property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of
Directors.

2.02. NUMBER, QUALIFICATION AND TERM OF OFFICE.  The number of directors
shall be such number as the Board of Directors may from time to time by
resolution direct. Directors need not be stockholders. Each director shall
hold office for the term for which he is appointed or elected and until his
successor shall have been elected and shall qualify, or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided. Directors need not be elected by ballot, except upon demand of
any stock holder.

2.03. QUORUM AND MANNER OF ACTION.  Except as otherwise provided by law or
these By-laws, a majority of the Board of Directors shall be required to
constitute a quorum for the transaction of business at any meeting, and the
act of a majority of the directors present and voting at any meeting at
which a quorum is present shall be the act of the Board of Directors. In
the absence of a quorum, a majority of the directors present may adjourn
any meeting from time to time until a quorum be had. Notice of any
adjourned meeting need not be given. The directors shall act only as a
board and individual directors shall have no power as such.

2.04. PLACE OF MEETING, ETC.  The Board of Directors may hold its meetings,
have one or more offices and keep the books and records of the Corporation
at such place or places within or without the State of New York as the
Board may from time to time determine or as shall be specified or fixed in
the respective notices or waivers of notice thereof.

2.05. REGULAR MEETINGS.  A regular meeting of the Board of Directors shall
be held for the election of officers and the transaction of other business
as soon as practicable after each annual meeting of stockholders, and other
regular meetings of said Board shall be held at such times and places as
said Board shall direct. No notice shall be required for any regular
meeting of the Board of Directors but a copy

<PAGE>

of every resolution fixing or changing the time or place of regular meetings
shall be mailed to every director at least three days before the first meeting
held in pursuance thereof.

2.06. SPECIAL MEETINGS.  Special meetings of the Board of Directors may be
called by any Director. The Secretary or any Assistant Secretary shall give
notice of the time and place of each special meeting by mailing a written
notice of the same to each director at his last known post office address
at least two days before the meeting or by causing the same to be delivered
personally or to be transmitted by telegraph, cable, wireless, telephone or
orally at least twenty-four hours before the meeting to each director.

2.07. ACTION BY CONSENT.  Any action required or permitted to be taken at
any meeting of the Board or of any committee thereof may be taken without a
meeting, if a written consent thereto is signed by all members of the Board
or of such committee, as the case may be, and such written consent is filed
with the minutes of proceedings of the Board or committee.

2.08. ORGANIZATION.  At each meeting of the Board of Directors, the
Chairman of the Board shall act as Chairman. The Secretary or, in his
absence, an Assistant Secretary or, in the absence of both the Secretary
and an Assistant Secretary, any person appointed by the Chairman shall act
as secretary of the meeting.

2.09. RESIGNATIONS.  Any director of the Corporation may resign at any time
by giving written notice to the Board of Directors, the President or the
Secretary of the Corporation. The resignation of any director shall take
effect at the time specified therein; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make
it effective.

2.10. REMOVAL OF DIRECTORS.  Except as otherwise provided by law or the
Certificate of Incorporation, any director may be removed, either with or
without cause, at any time by the affirmative vote of a majority in
interest of the holders of record of the stock having voting power at an
annual meeting or at a special meeting of the stockholders called for the
purpose; and the vacancy in the Board caused by any such removal may be
filled by the stockholders at such meeting or by the Board of Directors in
the manner provided in Section 2.11 of this Article II.

<PAGE>

2.11. VACANCIES.  Any vacancy in the Board of Directors caused by death,
resignation, removal (whether or not for cause), disqualification, an
increase in the number of directors or any other cause may be filled by the
majority vote of the remaining directors of the Corporation at the next
annual meeting, any regular meeting or any special meeting called for the
purpose. Each director so elected shall hold office for the unexpired term
or for such lesser term as may be designated and until his successor shall
be duly elected and qualified, or until his death or until he shall resign
or shall have been removed in the manner herein provided. In case all the
directors shall die or resign or be removed or disqualified, any
stockholder having voting powers may call a special meeting of the
stockholders, upon notice given as herein provided for meetings of the
stockholders, at which directors may be elected for the unexpired term.

2.12. COMPENSATION OF DIRECTORS.  Directors may receive such sums for their
services and expenses as may be directed by resolution of the Board;
provided that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be
allowed like compensation for their services and expenses.

2.13. COMMITTEES.  By resolution or resolutions passed by a majority of the
whole Board at any meeting of the Board of Directors, the directors may
designate one or more committees, each committee to consist of three or
more directors. To the extent provided in said resolution or resolutions,
unless otherwise provided by law, such committee or committees shall have
and may exercise all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, including the
power and authority to authorize the seal of the Corporation to be affixed
to all papers which may require it, to declare dividends and to authorize
the issuance of shares of capital stock of the Corporation. Further, the
Board of Directors may designate one or more directors as alternate members
of a committee who may replace an absent or disqualified member at any
meeting. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in
the place of any such absent or disqualified member. A committee may make
such rules for the conduct of its

<PAGE>
business and may appoint such committees and assistants as it shall from
time to time deem necessary. One-third of the members of a committee shall
constitute a quorum for the transaction of business of such committee.
Regular meetings of a committee shall be held at such times as such
committee shall from time to time by resolution determine. No notice shall
be required for any regular meeting of a committee but a copy of every
resolution fixing or changing the time or place of regular meetings shall
be mailed to every member of such committee at least three days before the
first meeting held in pursuance thereof. Special meetings of a committee
may be called by the chairman of such committee or the secretary of such
committee, or any two members thereof. The Secretary of the Corporation or
the secretary of such committee shall give notice of the time and place of
each Special Meeting by mail at least two days before such meeting or by
telegraph, cable, wireless, telephone or orally at least twenty-four hours
before the meeting to each member of such committee.

2.14. PARTICIPATION IN MEETINGS.  Members of the Board of Directors or of
any committee may participate in any meeting of the Board or committee, as
the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear each other, and such participation shall constitute presence in person
at such meeting.


                                ARTICLE III

                                 OFFICERS

3.01. NUMBER.  The officers of the Corporation shall be a Chairman of the
Board, a President, a Vice President, a Treasurer and a Secretary. In
addition, the Board may elect such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article III. Any number
of offices may be held by the same person, except that the offices of
President and Secretary may not be held by the same person.

3.02. ELECTION, TERM OF OFFICE AND QUALIFICATION.  The officers shall be
elected annually by the Board of Directors at their first meeting after
each annual meeting of the stockholders of the Corporation. Each officer,
except such officers as may be appointed in accordance with the provisions
of Section 3 of this Article, shall hold office until his successor shall
have been duly elected and qualified, or until his

<PAGE>
death or until he shall have resigned or shall have become disqualified or
shall have been removed in the manner hereinafter provided.

3.03. SUBORDINATE OFFICERS.  The Board of Directors or the President may
from time to time appoint such other officers, including one or more
Assistant Treasurers and one or more Assistant Secretaries, and such agents
and employees of the Corporation as may be deemed necessary or desirable.
Such officers, agents and employees shall hold office for such period and
upon such terms and conditions, have such authority and perform such duties
as in these By-laws provided or as the Board of Directors, the Chairman of
the Board or the President may from time to time prescribe. The Board of
Directors, the Chairman of the Board or the President may from time to time
authorize any officer to appoint and remove agents and employees and to
prescribe the powers and duties thereof.

3.04  REMOVAL.  Any officer may be removed, either with or without cause,
by the vote of a majority of the Board of Directors or, except in case of
any officer elected by the Board of Directors, by any committee or superior
officer upon whom the power of removal may be conferred by the Board of
Directors or by these By-laws.

3.05. RESIGNATIONS.  Any officer may resign at any time by giving written
notice to the Board of Directors, the Chairman of the Board, the President
or the Secretary. Any such resignation shall take effect at the date of
receipt of such notice or at any later time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

3.06. VACANCIES.  A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled for the
unexpired portion of the term in the manner prescribed in these By-laws for
regular election or appointment to such office.

3.07. CHAIRMAN OF THE BOARD.  The Chairman of the Board shall preside, if
present, at all meetings of the stockholders and at all meetings of the
Board of Directors and he shall perform such other duties and have such
other powers as from time to time may be assigned to him by the Board of
Directors or prescribed by these By-laws.

3.08. PRESIDENT. The President shall be the chief operating officer of the
Corporation and shall have general direction of the affairs of the
Corporation and

<PAGE>

general supervision over its several officers, subject, however, to the
control of the Board of Directors and the Chairman of the Board. The
President may sign with the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary any or all certificates of stock of the
Corporation, may sign and execute in the name of the Corporation all
contracts or other instruments authorized by the Board of Directors, except
in cases where the signing and execution thereof shall be expressly
delegated or permitted by the Board or by these By-laws to some other
officer or agent of the Corporation, and in general shall perform such
duties and, subject the other provisions of these By-laws and to the
control of the Board of Directors and the Chairman of the Board, have such
powers incident to the office of President and perform such other duties
and have such other powers as from time to time may be assigned to him by
the Board of Directors or the Chairman of the Board or prescribed by these
By-laws.

3.09. VICE PRESIDENTS.  The Vice President may sign with the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary
certificates of stock of the Corporation and shall have such other powers
and shall perform such other duties as from time to time may be assigned to
him by the Board of Directors, the Chairman of the Board or the President
or prescribed by these By-laws.

3.10. SECRETARY.  The Secretary shall keep or cause to be kept, in books
provided for the purpose, the minutes of the meetings of the stockholders,
the Board of Directors and any committee when so required, shall see that
all notices are duly given in accordance with the provisions of these By-
laws and as required by law, shall be custodian of the records and the seal
of the Corporation and see that the seal is affixed to all documents, the
execution of which on behalf of the Corporation under its seal is duly
authorized in accordance with the provisions of these By-laws, shall keep
or cause to be kept a register of the post office address of each
stockholder, may sign with the Chairman of the Board, the President or the
Vice President certificates of stock of the Corporation, and in general
shall perform such duties and have such powers incident to the office of
Secretary and shall perform such other duties and have such other powers as
from time to time may be assigned to him by the Board of Directors, the
Chairman of the Board or the President or prescribed by these By-laws.

<PAGE>

3.11. ASSISTANT SECRETARIES.  Any Assistant Secretary shall, at the request
of the Secretary or in his absence or disability, perform the duties of the
Secretary and when so acting shall have all the powers of, and be subject
to all the restrictions upon, the Secretary and shall perform such other
duties and have such other powers as from time to time may be assigned to
him by the Chairman of the Board, the President, the Secretary or the Board
of Directors or prescribed by these By-laws.

3.12. TREASURER.  The Treasurer shall have charge and custody of, and be
responsible for, all funds and securities of the Corporation, and deposit
all such funds in the name of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of these By-laws, shall at all reasonable times exhibit his
books of account and records, and cause to be exhibited the books of
account and records of any corporation controlled by the Corporation to any
of the directors of the Corporation upon application during business hours
at the office of the Corporation, or such other corporation, where such
books and records are kept, shall render a statement of the condition of
the finances of the Corporation at all regular meetings of the Board of
Directors and a full financial report at the annual meeting of the
stockholders, shall, if called upon to do so, receive and give receipts for
moneys due and payable to the Corporation from any source whatsoever, may
sign with the Chairman of the Board, the President or the Vice President
certificates of stock of the Corporation, and in general shall perform such
duties and have such powers incident to the office of Treasurer and such
other duties and have such other powers as from time to time may be
assigned to him by the Board of Directors, the Chairman of the Board or the
President or prescribed by these By-laws.

3.13. ASSISTANT TREASURERS.  Any Assistant Treasurer shall, at the request
of the Treasurer or in his absence or disability, perform the duties of the
Treasurer and when so acting shall have all the powers of, and be subject
to all the restrictions upon, the Treasurer and shall perform such duties
and have such other powers as from time to time may be assigned to him by
the Chairman of the Board, the President, the Treasurer or the Board of
Directors or prescribed by these By-laws.

3.14. SALARIES.  The salaries of the officers shall be fixed from time to
time by the Board of Directors. No officer shall be prevented from
receiving such salary by

<PAGE>
reason of the fact that he is also a director of the Corporation.


                                ARTICLE IV

              CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

4.01. CONTRACTS, ETC., HOW EXECUTED.  Except as otherwise provided in these
By-laws, the Board of Directors may authorize any officer or officers,
employee or employees or agent or agents of the Corporation to enter into
any contract or execute and deliver any instrument, on behalf and in the
name of the Corporation, and such authority may be general or confined to
specific instances; and, unless so authorized by the Board of Directors or
by a committee appointed in accordance with the provisions of these By-laws
or otherwise by these By-laws, no officer, employee or agent shall have any
power or authority to bind the Corporation by any contract or engagement or
to pledge its credit or render it liable pecuniarily for any purpose or
amount.

4.02. CHECKS, DRAFTS, ETC.  All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers,
employee or employees or agent or agents of the Corporation as shall from
time to time be determined by resolution of the Board of Directors.

4.03. DEPOSITS.  All funds of the Corporation shall be deposited from time
to time to the credit of the Corporation in such banks, trust companies or
other depositaries as the Board of Directors or committee appointed by the
Board of Directors may designate from time to time or as may be designated
from time to time by any officer or officers, employee or employees or
agent or agents of the Corporation to whom such power may be delegated by
the Board of Directors; and for the purpose of such deposit, any officer or
officers, employee or employees or agent or agents of the Corporation as
from time to time shall be determined by resolution of the Board of
Directors or committee appointed by the Board of Directors may endorse,
assign and deliver checks, drafts and other orders for the payment of money
which are payable to the order of the Corporation.

4.04. GENERAL AND SPECIAL BANK ACCOUNTS.  The Board of Directors or
committee appointed by the Board of Directors may authorize from time to
time the opening and keeping with such banks, trust companies or other
depositaries as it

<PAGE>

may designate of general and special bank accounts and may make such
special rules and regulations with respect thereto, not inconsistent with
the provisions of these By-laws, as it may deem expedient.

4.05. PROXIES.  Except as otherwise provided in these By-laws or in the
Certificate of Incorporation of the Corporation, and unless otherwise
provided by resolution of the Board of Directors, the Chairman of the Board
may appoint from time to time an attorney or attorneys, or agent or agents,
of the Corporation, on behalf and in the name of the Corporation, to cast
the votes which the Corporation may be entitled to cast as a stockholder or
otherwise in any other corporation any of whose stock or other securities
may be held by the Corporation, at meetings of the holders of the stock or
other securities of such other corporation, or to consent in writing to any
action by such other corporation, any may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent,
and may execute or cause to be executed on behalf and in the name of the
Corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the
premises.


                                 ARTICLE V

                         SHARES AND THEIR TRANSFER

5.01. CERTIFICATES OF STOCK.  Certificates for shares of the capital stock
of the Corporation shall be in such form not inconsistent with law as shall
be approved by the Board of Directors. They shall be numbered in order of
their issue and shall be signed by the Chairman of the Board, the
President, the Vice President and the Treasurer or any Assistant Treasurer,
or the Secretary or any Assistant Secretary of the Corporation, and the
seal of the Corporation shall be affixed thereto. Any of or all the
signatures on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who shall have signed or whose facsimile
signature shall have been placed upon any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether
because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate
or certificates may nevertheless be adopted by the Corporation and be
issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature shall have been

<PAGE>

used thereon had not ceased to be such officer or officers of the
Corporation.

5.02. TRANSFER OF STOCK.  Transfer of shares of the capital stock of the
Corporation shall be made only on the books of the Corporation by the
holder thereof, or by his attorney thereunto authorized by a power of
attorney duly executed and filed with the Secretary of the Corporation, or
a transfer agent of the Corporation, if any, on surrender of the
certificate or certificates for such shares properly endorsed. A person in
whose name shares of stock stand on the books of the Corporation shall be
deemed the owner thereof as regards the Corporation, and the Corporation
shall not be bound to recognize any equitable or other claim to or interest
in such shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the
laws of the State of New York; provided that whenever any transfer of
shares shall be made for collateral security, and not absolutely, such
fact, if known to the Secretary or to said transfer agent, shall be so
expressed in the entry of transfer.

5.03. LOST, DESTROYED AND MUTILATED CERTIFICATES.  The holder of any stock
issued by the Corporation shall immediately notify the Corporation of any
loss, destruction or mutilation of the certificate therefor or the failure
to receive a certificate of stock issued by the Corporation, and the Board
of Directors or the Secretary of the Corporation may, in its or his
discretion, cause to be issued to such holder a new certificate or
certificates of stock, upon compliance with such rules, regulations and/or
procedures as may be prescribed or have been prescribed by the Board of
Directors with respect to the issuance of new certificates in lieu of such
lost, destroyed or mutilated certificate or certificates of stock issued by
the Corporation which are not received, including the posting with the
Corporation of a bond sufficient to indemnify it against any claim that may
be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

5.04. TRANSFER AGENT AND REGISTRAR; REGULATIONS.  The Corporation shall, if
and whenever the Board of Directors shall so determine, maintain one or
more transfer offices or agencies, each in the charge of a transfer agent
designated by the Board of Directors, where the shares of the capital stock
of the Corporation shall be directly transferable, and also one or more
registry offices, each in the charge of a

<PAGE>

registrar designated by the Board of Directors, where such shares of stock
shall be registered, and no certificate for shares of the capital stock of
the Corporation, in respect of which a Registrar and/or Transfer Agent
shall have been designated, shall be valid unless countersigned by such
Transfer Agent and registered by such Registrar, if any. The Board of
Directors shall also make such additional rules and regulations as it may
deem expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the Corporation.

5.05. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.  In order
that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, to
express consent to corporate action in writing without a meeting, to
receive payment of any dividend or other distribution or allotment of any
rights, to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a record date which shall not be more
than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action, and only such stockholders as
shall be stockholders of record of the date so fixed shall be entitled to
such notice of and to vote at such meeting and any adjournment thereof, to
express consent to any such corporate action, to receive payment of such
dividend or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid.
If the stock transfer books are to be closed for the purpose of determining
stockholders entitled to notice of or to vote at a meeting in the case of a
merger or consolidation, the books shall be closed at least twenty days
before such meeting.


                                ARTICLE VI

                                   SEAL

6.01. GENERAL.  The Board of Directors may provide for a suitable seal
containing the name of the Corporation, which may be used by causing it or
a facsimile thereof to be impressed or affixed or reproduced or otherwise.
If and when so directed by the Board of Directors, a duplicate of the seal
may be kept and be used by an officer of the Corporation designated by the
Board.

<PAGE>

                                ARTICLE VII

                         MISCELLANEOUS PROVISIONS

7.01. FISCAL YEAR.  The fiscal year of the Corporation shall end on such
date of each year as shall be determined by the Board of Directors of the
Corporation.

7.02. WAIVERS OF NOTICE.  Whenever any notice of any nature is required by
law, the provisions of the Certificate of Incorporation or these By-laws to
be given, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.

7.03. QUALIFYING_IN FOREIGN JURISDICTION.  The Board of Directors shall
have the power at any time and from time to time to take or cause to be
taken any and all measures which they may deem necessary for qualification
to do business as a foreign corporation in any one or more foreign
jurisdictions and for withdrawal therefrom.

7.04. INDEMNIFICATION.  The Corporation shall, to the full extent permitted
by the laws of the State of New York, as amended from time to time,
indemnify all directors and officers whom it has the power to indemnify
pursuant thereto.


                               ARTICLE VIII

                                AMENDMENTS

8.01. GENERAL.  These By-laws shall be subject to amendment, alteration or
repeal, and new By-laws not inconsistent with any provision of the
Certificate of Incorporation of the Corporation or any provision of law,
may be made, either by (i) the affirmative vote of the holders of record of
a majority of the outstanding shares of the Common Stock of the Corporation
entitled to vote in respect thereof, given at an annual meeting or at any
special meeting, provided that notice of the proposed alteration or repeal
or of the proposed new By-laws be included in the notice of such meeting,
or (ii) the affirmative vote of a majority of the members of the Board of
Directors at any regular or special meeting.

<PAGE>


                      CERTIFICATE OF AMENDMENT OF THE
                       CERTIFICATE OF INCORPORATION
                                    OF
                           CONSOLTEX (USA) INC.
             UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
                                OF NEW YORK


    I, ALISTAIR W. WITTET, the Secretary of CONSOLTEX (USA) INC. do

hereby certify:

      1.   The name of the Corporation is:

                        CONSOLTEX (USA) INC.

      2.   The Certificate of Incorporation of said Corporation was

filed with the Department of State of New York on the 28{th} day of

January, 1991

       3.   (a)  The Certificate of Incorporation is amended to increase
its authorized shares from 100 shares with a par value of $1 to 1,000

shares with a par value of $1.

           (b)  To effect the foregoing, Article FOURTH relating to the

increase of authorized shares is amended to read as follows:

          "FOURTH:  The aggregate number of shares which the
          Corporation shall have authority to issue is one thousand
          (1,000) of the par value of one dollar ($1) each."

    4.   This amendment was duly authorized by the unanimous written

consent of the Board of Directors and the written consent of the sole

stockholder in lieu of the annual meeting.


      IN WITNESS WHEREOF, I have signed this Certificate on the

24{th} day of September, 1993 and I affirm the statements contained therein

as true under penalties of perjury.


/s/Robert W. Willett              /s/Alistair W. Wittett
______________________________     ___________________________________
Robert W. Willett                  Alistair W. Wittet



<PAGE>




                                                         EXHIBIT 3.4

     CERTIFICATE OF INCORPORATION,
     CERTIFICATE OF AMENDMENT RE NAME CHANGE AND
     CERTIFICATE OF AMENDMENT FOR CONSOLTEX HOLDINGS, INC.
===========================================================
                         STATE OF DELAWARE

                  OFFICE OF THE SECRETARY OF STATE


I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND
CORRECT COPIES OF ALL DOCUMENTS ON FILE OF "CONSOLTEX
HOLDINGS, INC." AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THIS FIRST DAY
OF SEPTEMBER, A.D. 1999. AT 9 O'CLOCK A.M.

CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM
"AIP/CGI NB ACQUISITION CORP." TO "CONSOLTEX
HOLDINGS, INC.", FILED THE TWENTY-EIGHTH DAY
OF AUGUST, A.D. 2000, AT 9 O'CLOCK A.M.

CERTIFICATE OF AMENDMENT, FILED THE TWENTY-NINTH
DAY OF SEPTEMBER, A.D. 2000, AT 9 O'CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID
CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF
THE AFORESAID CORPORATION.


/S/EDWARD J. FREEL
EDWARD J. FREEL, SECRETARY OF STATE

AUTHORIZATION: 0759279
DATE: 10-27-00




 <PAGE>


                                  STATE OF DELAWARE
                                  SECRETARY OF STATE
                                  DIVISION OF CORPORATIONS
                                  FILED 09:00 AM 09/01/1999
                                  991365694 - 3091048

                   CERTIFICATE OF INCORPORATION
                              OF
                     AIP/CGI ACQUISITION CORP.

The undersigned natural person of the age of eighteen years or
more for the purpose of organizing a corporation for conducting the
business and promoting the purposes hereinafter stated, under the
provisions and subject to the requirements of the laws of the State
of Delaware (particularly Chapter 1, Title 8 of the Delaware Code
and the acts amendatory thereof and supplemental thereto, and
known, identified, and referred to as the "General Corporation Law
of the State of Delaware"), hereby certifies that:

                              ARTICLE FIRST:

The name of the corporation is AIP/CGI Acquisition Corp. (hereinafter
the "Corporation").

                              ARTICLE SECOND:

The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, Wilmington, Delaware, 19805, in the City of
Wilmington, County of New Castle. The name of the registered agent at such
address is the Corporation Service Company.

                              ARTICLE THIRD:

The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

                              ARTICLE FOURTH:

The total number of shares of stock which the Corporation has the
authority to issue is one thousand (1,000) shares of Common Stock, with a
par value of $0.01 per share.

                              ARTICLE FIFTH:

The name and address of the sole incorporator is as follows:

NAME:      LaVondia Gibson
Address:   c/o Kirkland & Ellis
           655 Fifteenth Street, NW
           Washington, DC 20005


 <PAGE>

                              ARTICLE SIXTH:

The Corporation is to have perpetual existence.

                             ARTICLE SEVENTH:

In furtherance and not in limitation of the powers conferred by
statute, the board of directors of the Corporation is expressly
authorized to make, alter or repeal the By-Laws of the Corporation.

                              ARTICLE EIGHTH:

Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws of the Corporation may provide. The books of the
Corporation my be kept outside the State of Delaware at such place or
places as may be designated from time to time by the board of directors or
in the By-Laws of the Corporation. Election of directors need not be by
written ballot unless the By-Laws of the Corporation so provide.

                              ARTICLE NINTH:

To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a
director of this Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for a breach of fiduciary duty as
director. Any repeal or modification of this ARTICLE NINTH shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

                              ARTICLE TENTH:

The Corporation expressly elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.

                             ARTICLE ELEVENTH:

The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation in the manner
now or hereafter prescribed herein and by the laws of the State of
Delaware, and all rights conferred upon stockholders herein are granted
subject to this reservation.



<PAGE>


I, the undersigned, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation in pursuance of the General
Corporation Law of the State of Delaware, do make and file this
certificate, hereby declaring and certifying that the facts herein stated
are true, and accordingly, have hereunto set my hand this 1st day
of September, 1999.

                               /s/LaVondia Gibson
                               LaVondia Gibson, Sole Incorporator


<PAGE>



                               STATE OF DELAWARE
                               SECRETARY OF STATE
                               DIVISION OF CORPORATIONS
                               FILED 09:00 AM 09/29/2000
                               001494262 - 3091048


                         CERTIFICATE OF AMENDMENT
                     OF CERTIFICATE OF INCORPORATION
                                    OF
                         CONSOLTEX HOLDINGS, INC.

UNDER SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, the undersigned, being the Vice-President Finance and Chief
Financial Officer of Consoltex Holdings, Inc. (hereinafter called the
"CORPORATION") does hereby certified that:

   FIRST:    The name of the Corporation is Consoltex Holdings, Inc.

  SECOND:   The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on September
1, 1999 and a Certificate of Amendment was filed with the Secretary of
State of the State of Delaware on August 28, 2000.

  THIRD:    The Certificate of Incorporation of the Corporation is
hereby amended to effect a change in Article IV thereof, relating to the
name of the Corporation, accordingly, Article IV of the Certificate of
Incorporation shall be amended to read in its entirely as follows:

                              ARTICLE FOURTH

     "The total number of shares of stock which the Corporation has the
authority to issue is one thousand five hundred (1,500) share of Common
Stock, with a par value of $0.01 per share."

     FOURTH:   The amendment of the Certificate of Incorporation herein
certified has been duly adopted and written consent has been given in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.


                          CONSOLTEX HOLDINGS, INC.
                           By: /S/PAUL J. BAMATTER
                           Name: Paul J. Bamatter
                           Title: Vice-President Finance and
                                  Chief Financial Officer



<PAGE>

                                               STATE OF DELAWARE
                                              SECRETARY OF STATE
                                        DIVISION OF CORPORATIONS
                                       FILED 09:00 AM 08/28/2000
                                            001433558 - 3091048


                         CERTIFICATE OF AMENDMENT
                     OF CERTIFICATE OF INCORPORATION
                                    OF
                       AIP/CGI NB ACQUISITION CORP.


Under Section 242 of the General Corporations Law of the State of
Delaware

Pursuant to Section 242 of the General Corporation Law of the State
of Delaware, the undersigned, being the Vice-President, Secretary
and Treasurer of AIP/CGI NB Acquisition Corp. (hereinafter called
the "Corporation") does hereby certified that:

FIRST:  The name of the Corporation is AIP/CGI NB Acquisition Corp.

SECONDS: The original Certificate of Incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on
September 1, 1999.

THIRD:  The Certificate of Incorporation of the Corporation is hereby
amended to effect a change in Article 1 thereof, relating to the name
of the Corporation, accordingly Article I of the Certificate of
Incorporation shall be amended to read in its entirely as follows:

                         ARTICLE 1

"The name of the corporation is Consoltex Holdings, Inc."

FOURTH: The amendment of the Certificate of Incorporation herein
certified has been duly adopted and written consent has been given
in accordance with the provisions of Sections 228 and 242 of the
General Corporation Law of the State of Delaware.


                                 AIP/CGI NB Acquisition Corp.

                                 By: /s/Steven Tarino
                                 Name: Steven Tarino
                                 Title: Vice-President, Secretary
                                        and Treasurer