RESTATED ARTICLES OF INCORPORATION
                               OF
                   SIGNAL APPAREL COMPANY, INC.
               (formerly Wayne-Gossard Corporation)

     FIRST:  The name of the Corporation is Signal Apparel
Company, Inc.

     SECOND:  The address of the registered office of the
Corporation in the State of Indiana is 1 North Capitol Avenue in
Indianapolis, Indiana 46204.  The name of the registered agent of
the Corporation at such address is The Corporation Trust Company.

     THIRD:  The purpose of the corporation is to engage in any
lawful act or activity for which corporations may now or
hereafter be organized under the Business Corporation Law of the
State of Indiana.

     FOURTH:  The total number of shares of capital stock of all
classifications which the Corporation shall have authority to
issue is Eighty-One Million Six Hundred Thousand (81,600,000)
shares, divided into two classes, as follows:  Eighty Million
(80,000,000) shares of Common Stock having a par value of $.01
per share, One Million Six Hundred Thousand (1,600,000) shares of
Preferred Stock having no par value.

     A.  Authorization and unissued shares of the Common Stock
may be issued from time to time as additional shares of the
Common Stock outstanding at the date of these Restated Articles
or, as provided in Division B, shares of Common Stock or
Preferred Stock may be issued in one or more additional series,
all for such consideration as the Board of Directors may
determine.  All shares of any one series shall be of equal rank
and identical in all respects.

     B.  Authority is hereby expressly granted to the Board of
Directors by the affirmative vote of 75% of the Directors from
time to time to create additional series of Common Stock and
Preferred Stock and, in connection with the creation of each such
series, to fix by the resolution or resolutions providing for the
issuance of shares thereof, the number of shares of such series,
and the designations, powers, preferences and rights and the
qualifications, limitations or restrictions thereof.

     FIFTH:  The business and affairs of the Corporation shall be
managed by the Board of Directors consisting of not less than 5
nor more than 10 persons.  The exact number of Directors within
the limitations specified in the preceding sentence shall be
fixed from time to time by the Board of Directors pursuant to a
resolution adopted by a majority of the entire Board of
Directors.  The Directors need not be elected by ballot unless
required by the Bylaws of the Corporation.

     Subject to the rights of the holders of any series of
Preferred Stock then outstanding

                              1

<PAGE>

to elect directors pursuant to any resolution adopted by the
Board of Directors pursuant to the authority granted thereby,
newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of
Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be
filled by a majority vote of the directors then in office, and
any director so chosen shall hold office for a term expiring at
the next annual meeting of stockholders.  No decrease in the
number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

     Meetings of the Board of Directors may be conducted through
the use of any means of communication by which all the Directors
participating may simultaneously hear each other during the
meeting, including telephone conference calls.  A director
participating in a meeting by such means is deemed to be present
in person at the meeting.

     Whenever these Restated Articles require the affirmative
vote 75% of the members of the Board of Directors to take any
action, if 75% of the number of members of the Board of Directors
is not a whole number, then the number of votes required shall be
determined in accordance with the following sentence.  If 75% of
the number of members of the Board of Directors is greater than a
whole number but less than such whole number plus .5, then the
number of votes required shall be such whole number.  If 75% of
the number of members of the Board of Directors is greater than
or equal to .5 plus such whole number, then the number of
affirmative votes required shall be the next higher whole number.

     SIXTH:  In furtherance and not in limitation of the powers
conferred by the laws of the State of Indiana, the Board of
Directors is expressly authorized to adopt, amend or repeal the
Bylaws of the Corporation by majority vote.

     SEVENTH:  Special Meetings of stockholders of the
Corporation may be called upon not less than 10 nor more than 60
days' written notice by the Board of Directors pursuant to a
resolution approved by 75% of the entire Board of Directors.

     EIGHTH:  Indemnification and Insurance.

     (a)  Right to Indemnification.  Each person who was or is
made a party or threatened to be made a party to or was or is
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a
director or officer, of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity while
serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the

                            2

<PAGE>

Corporation to the fullest extent authorized by the Indiana
Business Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxed or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his
or her heirs, executors and administrators; provided, however,
that, except as provided in paragraph (b) hereof, the Corporation
shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was authorized
by the Board of Directors of the Corporation.  The right to
indemnification conferred in this Article shall be a contract
right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance
of its final disposition:  provided, however, that, if the
Indiana Business Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or her capacity
as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation
of any undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this Article or otherwise.  The Corporation
may, by action of its Board of Directors, provide indemnification
to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and
officers.

     (b)  Right of Claimant to Bring Suit.  If a claim under
paragraph (a) of this Section is not paid in full by the
Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the
unpaid amount of the claim, and if successful in whole or in
part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim.  It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible
under the Indiana Business Corporation Law for the Corporation to
indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation.  Neither the
failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set
forth in the Indiana Business Corporation Law, nor an actual
determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that
the

                                3

<PAGE>

claimant has not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

     (c)  Non-Exclusivity of Rights.  The right to
indemnification and the right to the payment of expenses incurred
in defending a proceeding in advance of its final disposition
conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under any
statute, provision of the Restated Articles, Bylaws, agreement,
vote of stockholders or disinterested directors or otherwise.

     (d)  Insurance.  The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such
expense, liability or loss under the Indiana Business Corporation
Law.


                                  4
<PAGE>
                               ANNEX 1


  CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES AND
   RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND
       QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF,

                              OF THE

                     SERIES A PREFERRED STOCK

                                OF

                    SIGNAL APPAREL COMPANY, INC.



                [Pursuant to Section 23-1-25-2 of the
          Business Corporation Law of the State of Indiana]


          RESOLVED that, pursuant to authority conferred upon the
Board of Directors by the Restated Articles of Incorporation, the
Board of Directors hereby provides for the issuance of a series
of Non-Convertible Preferred Stock of the Corporation to consist
of
400  shares,  and  hereby fixes the voting powers,  designations,
references and relative, participating, optional or other special
rights,  and qualifications, limitations or restrictions thereof,
of  the shares of such series, in addition to those set forth  in
the Certificate of Incorporation, as follows:

                             SECTION 1

                        DESIGNATION AND RANK

          1.1.  DESIGNATION.  This certificate authorizes a
single Series of Non-Convertible Preferred Stock designated
"SERIES A PREFERRED STOCK" (hereinafter called the "SERIES A
PREFERRED").  The number of authorized shares constituting the
Series A Preferred is 400.  Shares of the Series A Preferred
shall be issued at a stated value of $100,000.00 per share (the
"STATED VALUE").  The number of authorized shares of the Series A
Preferred shall not be increased.

          1.2.  RANK.  With respect to the payment of dividends
and other distributions with respect to the capital stock of the
Corporation, including the distribution of the assets of the
Corporation upon liquidation, the Series A Preferred shall be
senior to all other series and classes of preferred stock of the
Corporation, whether such series and classes are now existing or
are created in the future, and shall be senior to all other
series and classes of capital stock of the Corporation, whether
such series and classes are now existing or are created in the
future.

                                 1

<PAGE>

                             SECTION 2

                           DIVIDEND RIGHTS

          2.1.  DIVIDEND RATE.  From the date of issuance,
dividends shall accrue on each share of Series A Preferred at an
annual rate equal to fifteen percent (15%) multiplied by the
Stated Value, compounded quarterly.  The annual rate at which
such dividends shall accrue is hereinafter referred to as the
"DIVIDEND RATE."

          2.2.  ACCRUAL AND PAYMENT.  Dividends on each share of
Series A Preferred shall be payable in cash, shall be cumulative
and compounded quarterly and shall accrue from the date of
original issuance of such share, whether or not declared by the
Board of Directors or a committee thereof, and except as
otherwise provided herein, dividends on the Series A Preferred
shall be payable, when and as declared by the Board of Directors
or a committee thereof, on December 31, March 31, June 30 and
September 30 (or, if such day is not a Business Day, on the next
Business Day thereafter) of each year, commencing on September
30, 1993 (each such date being hereinafter referred to as a
"DIVIDEND PAYMENT DATE"), to holders of record as they appear on
the books of the Corporation on such record date, not exceeding
60 days preceding the relevant Dividend Payment Date, as may be
determined by the Board of Directors or a committee thereof in
advance of the payment of the particular dividend.  Dividends
shall be paid on each Dividend Payment Date with respect to the
quarterly period ending on such Dividend Payment Date.  Dividends
in arrears may be declared and paid at any time, without
reference to any regular Dividend Payment Date, to holders of
record on such date, not exceeding 60 days preceding the payment
date thereof, as may be fixed by the Board of Directors or a
committee thereof.  Dividends payable on the Series A Preferred
for any period less than a full quarterly period shall be
computed at the Dividend Rate per annum based on a 360-day year
of twelve 30-day months.  "BUSINESS DAY" shall mean any day
excluding Saturday, Sunday and any day which shall be, in the
State of New York, a legal holiday or a day on which banking
institutions are authorized by law to close.  In the event that
the Corporation fails to declare and pay full quarterly dividends
on any given Dividend Payment Date, such dividends shall be
compounded as follows:  additional dividends, in an amount equal
to the accrued and unpaid dividends on such share of Series A
Preferred multiplied by the Dividend Rate, shall accrue with
respect to each share of Series A Preferred until all accrued and
unpaid dividends shall have been paid.  Any reference herein to
accrued dividends shall include the additional dividends payable
with respect to the Series A Preferred pursuant to the preceding
sentence.

          2.3.  DIVIDENDS OR DISTRIBUTIONS TO JUNIOR STOCK.  So
long as any shares of Series A Preferred are outstanding, no
dividend or distribution shall be declared or paid or set aside
for payment on the common stock of the Corporation or on any
other stock of the Corporation ranking junior to the Series A
Preferred as to dividends, nor shall any common stock or any
other stock of the

                              2

<PAGE>
Corporation ranking junior to the Series A Preferred be redeemed,
purchased or otherwise acquired for any consideration (or any
moneys paid to or made available for a sinking fund for the
redemption of any shares of any such stock) by the Corporation
(except by conversion into or exchange for shares of common stock
or other stock of the Corporation ranking junior to the Series A
Preferred as to dividends) unless, in each case, full cumulative
dividends on all outstanding shares of the Series A Preferred
shall have been declared and paid through and including the most
recent Dividend Payment Date.

                             SECTION 3

                        LIQUIDATION RIGHTS

          3.1.  PREFERENCES OF SERIES A SHARES ON WINDING-UP OF
THE CORPORATION.  In the event of any voluntary or involuntary
liquidation, dissolution, winding-up of affairs of the
Corporation or other similar event, before any distribution is
made upon any class of stock of the Corporation ranking junior to
the Series A Preferred, the holders of shares of Series A
Preferred shall be entitled to be paid, out of the assets of the
Corporation available for distribution to its shareholders, an
amount per share equal to the Stated Value, plus all accrued and
unpaid dividends (the Stated Value plus such accrued and unpaid
dividends constituting the "LIQUIDATED VALUE").  Neither the
consolidation nor merger of the Corporation with or into any
other corporation or corporations, nor the sale or lease of all
or substantially all of the assets of the Corporation, shall
itself be deemed to be a liquidation, dissolution or winding-up
of the affairs of the Corporation within the meaning of any of
the provisions of this Section 3.

          3.2.  PRO RATA DISTRIBUTION.  If, upon distribution of
the Corporation's assets in liquidation, dissolution, winding-up
or other similar event, the net assets of the corporation to be
distributed among the holders of shares of Series A Preferred and
any other class or series of stock of the Corporation ranking on
a parity with the Series A Preferred as to distributions upon
liquidation are insufficient to permit payment in full to such
holders of the preferential amounts to which they are entitled,
then the entire net assets of the Corporation shall be
distributed among the holders of shares of Series A Preferred and
such other class or series of stock ratably in proportion to the
full amounts to which they would otherwise be respectively
entitled and such distributions may be made in cash or in
property taken at its fair value (as determined in good faith by
the Board of Directors), or both, at the election of the Board of
Directors.

          3.3.  PRIORITY.  All of the preferential amounts to be
paid to the holders of the Series A Preferred and the holders of
any other class or series of stock of the Corporation ranking on
a parity with the Series A Preferred as to distributions upon
liquidation shall be paid or set apart for payment before the
payment or setting apart for payment of any amount for, or the
distribution of any assets of the Corporation to, the holders of

                              3

<PAGE>

the common stock of the Corporation and any other class or series
of stock of the Corporation which is junior to the Series A
Preferred as to distributions upon liquidation.

                            SECTION 4

                          VOTING RIGHTS

          4.1.  GENERAL.  The holders of shares of Series A
Preferred shall have only such voting rights as are expressly set
forth herein or otherwise provided by law.

          4.2.  CONSENT FOR CERTAIN ACTIONS.  So long as any of
the shares of the Series A Preferred are outstanding, except
where the vote or written consent of the holders of a greater
number of shares of the Corporation is required by law or by the
Restated Articles of Incorporation, and in addition to any other
vote required by law, without the prior consent of the holders of
two-thirds (2/3) of the outstanding shares of Series A Preferred,
given in person or by proxy, either in writing or at a special
meeting called for that purpose, neither the Corporation nor any
of the Corporation's direct or indirect subsidiaries shall take
any of the following actions:

          (a)  the amendment or repeal of any provision of, or
the
     addition of any provision to, the Restated Articles of
     Incorporation or By-Laws of the Corporation if such action
     would alter or change the preferences, rights, privileges or
     powers of, or the restrictions provided for the benefit of,
     the Series A Preferred;

          (b)  the reclassification of any common stock into
shares
     having any preference or priority as to dividends or the
     distribution of assets upon liquidation superior to or on a
     parity with any such preference or priority of the Series A
     Preferred;

          (c)  the application of any of its assets (in excess of
     one percent (1%) of its net worth on an annual basis) to the
     redemption, retirement, purchase or other acquisition
directly
     or indirectly, through subsidiaries or otherwise, of any
     shares of common stock, except for purchases of the
     Corporation's Common Stock on the open market or purchases
     from employees of the Corporation upon termination of
     employment or pursuant to any rights of first refusal held
by
     the Corporation; or

          (d)  the creation, authorization or issuance, directly
or
     indirectly, of any equity security having any preference or
     priority as to dividends or the distribution of assets upon
     liquidation superior to any such preference or priority of
the
     Series A Preferred.

The holders of the Series A Preferred shall be entitled to notice
of any meeting of the stockholders of the Corporation.

                              4

<PAGE>

                            SECTION 5

                          MISCELLANEOUS

          5.1.  HEADING OF SUBDIVISIONS.  The headings of the
various Sections and subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of
the provisions hereof.

          5.2.  SEVERABILITY OF PROVISIONS.  If any right,
preference or limitation of the Series A Preferred set forth in
this resolution (as such resolution may be amended from time to
time) is invalid, unlawful or incapable of being enforced by
reason of any rule of law or public policy, all other rights,
preferences and limitations set forth in this resolution (as so
amended) which can be given effect without the invalid, unlawful
or unenforceable right, preference or limitation shall,
nevertheless, remain in full force and effect, and no right,
preference or limitation herein set forth shall be deemed
dependent upon any other such right, preference or limitation
unless so expressed herein.












                                 5

<PAGE>

  CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES AND
   RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND
       QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF,

                              OF THE

                      SERIES B PREFERRED STOCK

                                OF

                    SIGNAL APPAREL COMPANY, INC.



                [Pursuant to Section 23-1-25-2 of the
           Business Corporation Law of the State of Indiana]



          RESOLVED that, pursuant to authority conferred upon the
Board of Directors by the Restated Articles of Incorporation, the
Board of Directors hereby provides for the issuance of a series
of Junior Non-Convertible Preferred Stock of the Corporation to
consist of 250 shares, and hereby fixes the voting powers,
designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or
restrictions thereof, of the shares of such class, as follows:


                             SECTION 1

                       DESIGNATION AND RANK

          1.1.  DESIGNATION.  This certificate authorizes a
single Series of Non-Convertible Preferred Stock designated
"SERIES B PREFERRED STOCK" (hereinafter called the "SERIES B
PREFERRED").  The number of authorized shares constituting the
Series B Preferred is 250.  Shares of the Series B Preferred
shall be issued at a stated value of $100,000.00 per share (the
"STATED VALUE").  The number of authorized shares of the Series B
Preferred shall not be increased.

          1.2.  RANK.  With respect to the payment of dividends
and other distributions with respect to the capital stock of the
Corporation, including the distribution of the assets of the
Corporation upon liquidation, the Series B Preferred shall be
junior to the Company's Series A Preferred Stock, but senior to
all other series and classes of preferred stock of the
Corporation,

                              1
<PAGE>

whether such series and classes are now existing or are created
in the future, and shall be senior to all other series and
classes of capital stock of the Corporation, whether such series
and classes are now existing or are created in the future.


                            SECTION 2

                         DIVIDEND RIGHTS

          2.1.  DIVIDEND RATE.  From the date of issuance
dividends shall accrue on each share of Series B Preferred at an
annual rate equal to twelve and one-half percent (12.5%)
multiplied by the Stated Value, compounded quarterly.  The annual
rate at which such dividends shall accrue is hereinafter referred
to as the "DIVIDEND RATE."

          2.2.  ACCRUAL AND PAYMENT.  Dividends on each share of
Series B Preferred shall be payable in cash, shall be cumulative,
compounded quarterly and shall accrue from the date of original
issuance of such share, whether or not declared by the Board of
Directors or a committee thereof, and except as otherwise
provided herein, dividends on the Series B Preferred shall be
payable, when and as declared by the Board of Directors or a
committee thereof, on December 31, March 31, June 30 and
September 30 (or, if such day is not a Business Day, on the next
Business Day thereafter) of each year, commencing on September
30, 1993 (each such date being hereinafter referred to as A
"DIVIDEND PAYMENT DATE"), to holders of record as they appear on
the books of the Corporation on such record date, not exceeding
60 days preceding the relevant Dividend Payment Date, as may be
determined by the Board of Directors or a committee thereof in
advance of the payment of the particular dividend.  Dividends
shall be paid on each Dividend Payment Date with respect to the
quarterly period ending on such Dividend Payment Date.  Dividends
in arrears may be declared and paid at any time, without
reference to any regular Dividend Payment Date, to holders of
record on such date, not exceeding 60 days preceding the payment
date thereof, as may be fixed by the Board of Directors or a
committee thereof.  Dividends payable on the Series B Preferred
for any period less than a full quarterly period shall be
computed at the Dividend Rate per annum based on a 360-day year
of twelve 30-day months.  "BUSINESS DAY" shall mean any day
excluding Saturday, Sunday and any day which shall be, in the
State of New York, a legal holiday or a day on which banking
institutions are authorized by law to close.  In the event that
the Corporation fails to declare and pay full quarterly dividends
on any given Dividend Payment Date, such dividends shall be
compounded quarterly, as follows:  additional dividends, in an
amount equal to the accrued and unpaid dividends on such share of
Series B Preferred multiplied by the Dividend Rate, shall accrue
with respect to each share of Series B Preferred until all
accrued and unpaid dividends shall have been paid.  Any reference
herein to

                              2

<PAGE>
accrued dividends shall include the additional dividends payable
with respect to the Series B Preferred pursuant to the preceding
sentence.

         2.3.  DIVIDENDS OR DISTRIBUTIONS TO JUNIOR STOCK.  So
long as any shares of Series B Preferred are outstanding, no
dividend or distribution shall be declared or paid or set aside
for payment on the common stock of the Corporation or on any
other stock of the Corporation ranking junior to the Series B
Preferred as to dividends, nor shall any common stock or any
other stock of the Corporation ranking junior to the Series B
Preferred be redeemed, purchased or otherwise acquired for any
consideration (or any moneys paid to or made available for a
sinking fund for the redemption of any shares of any such stock)
by the Corporation (except by conversion into or exchange for
shares of common stock or other stock of the Corporation ranking
junior to the Series B Preferred as to dividends) unless, in each
case, full cumulative dividends on all outstanding shares of the
Series B Preferred shall have been declared and paid through and
including the most recent Dividend Payment Date.


                            SECTION 3

                        LIQUIDATION RIGHTS

          3.1.  PREFERENCES OF SERIES B SHARES ON WINDING-UP OF
THE CORPORATION.  In the event of any voluntary or involuntary
liquidation, dissolution, winding-up of affairs of the
Corporation or other similar event, before any distribution is
made upon any class of stock of the Corporation ranking junior to
the Series B Preferred, the holders of shares of Series B
Preferred shall be entitled to be paid, out of the assets of the
Corporation available for distribution to its shareholders, an
amount per share equal to the Stated Value, plus all accrued and
unpaid dividends (the Stated Value plus such accrued and unpaid
dividends constituting the "LIQUIDATION VALUE").  Neither the
consolidation nor merger of the Corporation with or into any
other corporation or corporations, nor the sale or lease of all
or substantially all of the assets of the Corporation, shall
itself be deemed to be a liquidation, dissolution or winding-up
of the affairs of the Corporation within the meaning of any of
the provisions of this Section 3.

          3.2.  PRO RATA DISTRIBUTION.  If, upon distribution of
the Corporation's assets in liquidation, dissolution, winding-up
or other similar event, the net assets of the Corporation to be
distributed among the holders of shares of Series B Preferred and
any other class or series of stock of the Corporation ranking on
a parity with the Series B Preferred as to distributions upon
liquidation are insufficient to permit payment in full to such
holders of the preferential amounts to which they are entitled,
then the entire net assets of the Corporation remaining after all

                              3
<PAGE>
required distributions have been made to holders of shares of
Series A Preferred Stock and of any other class or series of
Stock of the Corporation ranking senior to the Series B Preferred
Stock shall be distributed among the holders of shares of Series
B Preferred and any other class or series of stock ranking on a
parity with the Series B Preferred Stock ratably, in proportion
to the full amounts to which they would otherwise be respectively
entitled and such distributions may be made in cash or in
property taken at its fair value (as determined in good faith by
the Board of Directors), or both, at the election of the Board of
Directors.

          3.3.  PRIORITY.  All of the preferential amounts to be
paid to the holders of the Series B Preferred and the holders of
any other class or series of stock of the Corporation ranking on
a parity with the Series B Preferred as to distributions upon
liquidation shall be paid or set apart for payment before the
payment or setting apart for payment of any amount for, or the
distribution of any assets of the Corporation to, the holders of
the common stock of the Corporation and any other class or series
of stock of the Corporation which is junior to the Series B
Preferred as to distributions upon liquidation.


                            SECTION 4

                          VOTING RIGHTS

          4.1.  GENERAL.  The holders of shares of Series B
Preferred shall have only such voting rights as are expressly set
forth herein or otherwise provided by law.

          4.2.  CONSENT FOR CERTAIN ACTIONS.  So long as any of
the shares of the Series B Preferred are outstanding, except
where the vote or written consent of the holders of a greater
number of shares of the Corporation is required by law or by the
Restated Articles of Incorporation, and in addition to any other
vote required by law, without the prior consent of the holders of
two-thirds (2/3) of the outstanding shares of Series B Preferred,
given in person or by proxy, either in writing or at a special
meeting called for that purpose, neither the Corporation nor any
of the Corporation's direct or indirect subsidiaries shall take
any of the following actions:

          (a)  the amendment or repeal of any provision of, or
the
     addition of any provision to, the Restated Articles of
     Incorporation or By-Laws of the Corporation if such action
     would alter or change the preferences, rights, privileges or
     powers of, or the restrictions provided for the benefit of,
     the Series B Preferred;

          (b)  the reclassification of any common stock into
shares
     having any preference or priority as to dividends or the

                                4

<PAGE>

     distribution of assets upon liquidation superior to or on a
     parity with any such preference or priority of the Series B
     Preferred;

          (c)  the application of any of its assets (in excess of
     one percent (1%) of its net worth on an annual basis) to the
     redemption, retirement, purchase or other acquisition
directly
     or indirectly, through subsidiaries or otherwise, of any
     shares of common stock, except for purchase of the
     Corporation's Common Stock on the open market or purchases
     from employees of the Corporation upon termination of
     employment or pursuant to any rights of first refusal held
by
     the Corporation; or

          (d)  the creation, authorization of issuance, directly
or
     indirectly, of any equity security having any preference or
     priority as to dividends or the distribution of assets upon
     liquidation superior to any such preference or priority of
the
     Series B Preferred, other than any such creation,
     authorization or issuance of shares of the Company's Series
A
     Preferred.

The holders of Series B Preferred shall be entitled to notice of
any meeting of the stockholders of the Corporation.


                            SECTION 5

                          MISCELLANEOUS

          5.1.  HEADINGS OF SUBDIVISIONS.  The headings of the
various Sections and subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of
the provisions hereof.

          5.2.  SEVERABILITY OF PROVISIONS.  If any right,
preference or limitation of the Series B Preferred set forth in
this resolution (as such resolution may be amended from time to
time) is invalid, unlawful or incapable of being enforced by
reason of any rule of law or public policy, all other rights,
preferences and limitations set forth in this resolution (as so
amended) which can be given effect without the invalid, unlawful
or unenforceable right, preference or limitation shall,
nevertheless, remain in full force and effect, and no right,
preference or limitation herein set forth shall be deemed
dependent upon any other such right, preference or limitation
unless so expressed herein.

                             5

<PAGE>


                            ANNEX 3

     VOTING POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
      PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND
      QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF,

                             OF THE

                    SERIES C PREFERRED STOCK

                               OF

                  SIGNAL APPAREL COMPANY, INC.



                           SECTION 1

                      DESIGNATION AND RANK

          1.1.  DESIGNATION.  The number of authorized shares
constituting the "Series C Preferred Stock" (hereinafter called
the "SERIES C PREFERRED") is 1,000.  Shares of the Series C
Preferred shall be issued at a stated value of $100,000.00 per
share (the "STATED VALUE").  The number of authorized shares of
the Series C Preferred may be increased by the affirmative vote
of 75% of the Board of Directors.

          1.2.  RANK.  With respect to the payment of dividends
and other distributions with respect to the capital stock of the
Corporation, including the distribution of the assets of the
Corporation upon liquidation, the Series C Preferred shall be
junior to the Corporation's Series A Preferred Stock and the
Corporation's Series B Preferred Stock, but senior to all other
series and classes of preferred stock of the Corporation, whether
such series and classes are now existing or are created in the
future, and shall be senior to all other series and classes of
capital stock of the Corporation, whether such series and classes
are now existing or are created in the future.


                           SECTION 2

                        DIVIDEND RIGHTS

          2.1.  DIVIDEND RATE.  From the date of issuance
dividends shall accrue on each share of Series C Preferred at an
annual rate equal to twelve and one-half percent (12.5%)
multiplied by the Stated Value, compounded quarterly.  The annual
rate at which such dividends shall accrue is hereinafter referred
to as the "DIVIDEND RATE."

                              1

<PAGE>

          2.2.  ACCRUAL AND PAYMENT.  Dividends on each share of
Series C Preferred shall be payable in cash, shall be cumulative,
compounded quarterly and shall accrue from the date of original
issuance of such share, whether or not declared by the Board of
Directors or a committee thereof, and except as otherwise
provided herein, dividends on the Series C Preferred shall be
payable, when and as declared by the Board of Directors or a
committee thereof, on December 31, March 31, June 30 and
September 30 (or, if such day is not a Business Day, on the next
Business Day thereafter) of each year, commencing on June 30,
1994 (each such date being hereinafter referred to as a "DIVIDEND
PAYMENT DATE"), to holders of record as they appear on the books
of the Corporation on such record date, not exceeding 60 days
preceding the relevant Dividend Payment Date, as may be
determined by the Board of Directors or a committee thereof in
advance of the payment of the particular dividend.  Dividends
shall be paid on each Dividend Payment Date with respect to the
quarterly period ending on such Dividend Payment Date.  Dividends
in arrears may be declared and paid at any time, without
reference to any regular Dividend Payment Date, to holders of
record on such date, not exceeding 60 days preceding the payment
date thereof, as may be fixed by the Board of Directors or a
committee thereof.  Dividends payable on the Series C Preferred
for any period less than a full quarterly period shall be
computed at the Dividend Rate per annum based on a 360-day year
of twelve 30-day months.  "BUSINESS DAY" shall mean any day
excluding Saturday, Sunday and any day which shall be, in the
State of New York, a legal holiday or a day on which banking
institutions are authorized by law to close.  In the event that
the Corporation fails to declare and pay full quarterly dividends
on any given Dividend Payment Date, such dividends shall be
compounded quarterly, as follows:  additional dividends, in an
amount equal to the accrued and unpaid dividends on such share of
Series C Preferred multiplied by the Dividend Rate, shall accrue
with respect to each share of Series C Preferred until all
accrued and unpaid dividends shall have been paid.  Any reference
herein to accrued dividends shall include the additional
dividends payable with respect to the Series C Preferred pursuant
to the preceding sentence.

          2.3.  DIVIDENDS OR DISTRIBUTIONS TO JUNIOR STOCK.  So
long as any shares of Series C Preferred are outstanding, no
dividend or distribution shall be declared or paid or set aside
for payment on the common stock of the Corporation or on any
other stock of the Corporation ranking junior to the Series C
Preferred as to dividends, nor shall any Common Stock or any
other stock of the Corporation ranking junior to the Series C
Preferred be redeemed, purchased or otherwise acquired for any
consideration (or any moneys paid to or made available for a
sinking fund for the redemption of any shares of any such stock)
by the Corporation (except by conversion into or exchange for
shares of common stock or other stock of the Corporation ranking
junior to the Series C Preferred as to dividends) unless, in each
case, full cumulative dividends on all outstanding shares of the
Series C Preferred shall

                              2

<PAGE>

have been declared and paid through and including the most recent
Dividend Payment Date.


                           SECTION 3

                       LIQUIDATION RIGHTS

          3.1.  PREFERENCES OF SERIES C SHARES ON WINDING-UP OF
THE CORPORATION.  In the event of any voluntary or involuntary
liquidation, dissolution, winding-up of affairs of the
Corporation or other similar event, before any distribution is
made upon any class of stock of the Corporation ranking junior to
the Series C Preferred, the holders of shares of Series C
Preferred shall be entitled to be paid, out of the assets of the
Corporation available for distribution to its shareholders, an
amount per share equal to the Stated Value, plus all accrued and
unpaid dividends (the Stated Value plus such accrued and unpaid
dividends constituting the "LIQUIDATION VALUE").  Neither the
consolidation nor merger of the Corporation with or into any
other corporation or corporations, nor the sale or lease of all
or substantially all of the assets of the Corporation, shall
itself be deemed to be a liquidation, dissolution or winding-up
of the affairs of the Corporation within the meaning of any of
the provisions of this Section 3.

          3.2.  PRO RATA DISTRIBUTION.  If, upon distribution of
the Corporation's assets in liquidation, dissolution, winding-up
or other similar event, the net assets of the Corporation to be
distributed among the holders of shares of Series C Preferred and
any other class or series of stock of the Corporation ranking on
a parity with the Series C Preferred as to distributions upon
liquidation are insufficient to permit payment in full to such
holders of the preferential amounts to which they are entitled,
then the entire net assets of the Corporation remaining after all
required distributions have been made to holders of shares of
Series A Preferred Stock, Series B Preferred Stock and of any
other class or series of Stock of the Corporation ranking senior
to the Series C Preferred shall be distributed among the holders
of shares of Series C Preferred and any other class or series of
stock ranking on a parity with the Series C Preferred ratably, in
proportion to the full amounts to which they would otherwise be
respectively entitled and such distributions may be made in cash
or in property taken at its fair value (as determined in good
faith by the Board of Directors), or both, at the election of the
Board of Directors.

          3.3.  PRIORITY.  All of the preferential amounts to be
paid to the holders of the Series C Preferred and the holders of
any other class or series of stock of the Corporation ranking on
a parity with the Series C Preferred as to distributions upon
liquidation shall be paid or set apart for payment before the
payment or setting apart for payment of any amount for, or the

                              3

<PAGE>

distribution of any assets of the Corporation to, the holders of
the common stock of the Corporation and any other class or series
of stock of the Corporation which is junior to the Series C
Preferred as to distributions upon liquidation.


                           SECTION 4

                         VOTING RIGHTS

          4.1.  GENERAL.  The holders of shares of Series C
Preferred shall have only such voting rights as are expressly set
forth herein or otherwise provided by law.

          4.2.  CONSENT FOR CERTAIN ACTIONS.  So long as any of
the shares of the Series C Preferred are outstanding, except
where the vote or written consent of the holders of a greater
number of shares of the Corporation is required by law or by the
Restated Articles of Incorporation, and in addition to any other
vote required by law, without the prior consent of the holders of
two-thirds (2/3) of the outstanding shares of Series C Preferred,
given in person or by proxy, either in writing or at a special
meeting called for that purpose, neither the Corporation nor any
of the Corporation's direct or indirect subsidiaries shall take
any of the following actions:

     (a)  the amendment or repeal of any provision of, or the
addition of any provision to, the Restated Articles of
Incorporation or By-Laws of the Corporation if such action would
alter or change the preferences, rights, privileges or powers of,
or the restrictions provided for the benefit of, the Series C
Preferred;

     (b)  the reclassification of any common stock into shares
having any preference or priority as to dividends or the
distribution of assets upon liquidation superior to or on a
parity with any such preference or priority of the Series C
Preferred;

     (c)  the application of any of its assets (in excess of one
percent (1%) of its net worth on an annual basis) to the
redemption, retirement, purchase or other acquisition directly or
indirectly, through subsidiaries or otherwise, of any shares of
common stock, except for purchase of the Corporation's Common
Stock on the open market or purchases from employees of the
Corporation upon termination of employment or pursuant to any
rights of first refusal held by the Corporation; or

     (d)  the creation, authorization or issuance, directly or
indirectly, of any equity security having any preference or
priority as to dividends or the distribution of assets upon

                              4

<PAGE>

liquidation superior to any such preference or priority of the
Series C Preferred, other than any such creation, authorization
or issuance of shares of the Corporation's Series A Preferred
Stock or Series B Preferred Stock.

The holders of Series C Preferred shall be entitled to notice of
any meeting of the stockholders of the Corporation.

                           ANNEX 4

CERTIFICATE OF THE VOTING POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF,

                           OF THE

                   SERIES D PREFERRED STOCK

                              OF

                  SIGNAL APPAREL COMPANY, INC.

                 -------------------------------

                [Pursuant to Section 23-1-25-2 of the
          Business Corporation Law of the State of Indiana]

                 --------------------------------

          RESOLVED, that, pursuant to authority conferred upon
the Board of Directors by the Restated Articles of Incorporation,
the Board of Directors hereby provides for the issuance of a
series of Redeemable Preferred Stock of the Corporation to
consist of 100 shares, and hereby fixes the voting powers,
designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitation or
restrictions thereof, of the shares of such series, in addition
to those set forth in the Certificate of Incorporation, as
follows:

                           SECTION 1

                      DESIGNATION AND RANK

          1.1  DESIGNATION.  This certificate authorizes a single
series of redeemable Preferred Stock designated "Series D
Preferred Stock" (hereinafter called the "SERIES D PREFERRED").
The number of authorized shares constituting the Series D
Preferred Stock is 100.  Shares of the Series D Preferred shall
be issued at a stated value of $100,000.00 per share (the "Stated
Value").  The number of authorized shares of the Series D
Preferred may be increased by the affirmative vote of 75% of the
Board of Directors.

                          (i)

<PAGE>

          1.2.  RANK.  With respect to the payment of dividends
and other distributions with respect to the capital stock of the
Corporation, including the distribution of the assets of the
Corporation upon liquidation, the Series D Preferred shall be
junior to the Corporation's Series A Preferred Stock, the
Corporation's Series B Preferred Stock and the Corporation's
Series C Preferred Stock and senior to all other series and
classes of preferred stock of the Corporation, whether such
series and classes are now existing or are created in the future,
and shall be senior to all other series and classes of capital
stock of the Corporation, whether such series and classes are now
existing or are created in the future.

                         SECTION 2

                     DIVIDEND RIGHTS

          2.1.  DIVIDEND RATE.  From the date of issuance,
dividends shall accrue on each share of Series D Preferred at an
annual rate equal to ten percent (10%) multiplied by the Stated
Value, compounded quarterly.  The annual rate at which such
dividends shall accrue is hereinafter referred to as the
"DIVIDEND RATE".

          2.2.  ACCRUAL AND PAYMENT.  Dividends on each share of
Series D Preferred shall be payable in cash, shall be payable in
cash, shall be cumulative, compounded quarterly and shall accrue
from the date of original issuance of such share, whether or not
declared by the Board of Directors, or a committee thereof, and
except as otherwise provided herein, dividends on the Series D
Preferred shall be payable, when and as declared by the Board of
Directors, or a committee thereof, on December 31, March 31, June
30 and September 30 (or, if such day is not a Business Day, on
the next Business Day thereafter) of each year, commencing on
December 31, 1994 (each such date being hereinafter referred to
as a "DIVIDEND PAYMENT DATE"), to holders of record as they
appear on the books of the Corporation on such record date, not
exceeding 60 days preceding the relevant Dividend Payment Date,
as may be determined by the Board of Directors or a committee
thereof in advance of the payment of the particular dividend.
Dividends shall be paid on each Dividend Payment Date with
respect to the quarterly period ending on such Dividend Payment
Date.  Dividends in arrears may be declared and paid at any time,
without reference to any regular Dividend Payment Date, to
holders of record on such date, not exceeding 60 days preceding
the payment date thereof, as may be fixed by the Board of
Directors or a committee thereof.  Dividends payable on the
Series D Preferred for any period less than a full quarterly
period shall be

                             (ii)

<PAGE>

computed at the Dividend Rate per annum based on a 360-day year
of twelve 30-day months.  "BUSINESS DAY" shall mean any day
excluding Saturday, Sunday and any day which shall be, in the
State of New York, a legal holiday or a day on which banking
institutions are authorized by law to close.  In the event that
the Corporation fails to declare and pay full quarterly dividends
on any given Dividend Payment Date, such dividends shall be
compounded quarterly, as follows:  additional dividends, in an
amount equal to the accrued and unpaid dividends on such share of
Series D Preferred multiplied by the Dividend Rate, shall accrue
with respect to each share of Series D Preferred until all
accrued and unpaid dividends shall have been paid.  Any reference
herein to accrued dividends shall include the additional
dividends payable with respect to the Series D Preferred pursuant
to the preceding sentence.

          2.3.  DIVIDENDS OR DISTRIBUTIONS TO JUNIOR STOCK.  So
long as any shares of Series D Preferred are outstanding, no
dividend or distribution shall be declared or paid or set aside
for payment on the common stock of the Corporation or on any
other stock of the Corporation ranking junior to the Series D
Preferred as to dividends, nor shall any Common Stock or any
other stock of the Corporation ranking junior to the Series D
Preferred be redeemed, purchased or otherwise acquired for any
consideration (or any moneys paid to or made available for a
sinking fund for the redemption of any shares of any such stock)
by the Corporation (except by conversion into or exchange for
shares of common stock or other stock of the Corporation ranking
junior to the Series D Preferred as to dividends) unless, in each
case, full cumulative dividends on all outstanding shares of the
Series D Preferred shall have been declared and paid through and
including the most recent Dividend Payment Date.

                          SECTION 3

                     LIQUIDATION RIGHTS

          3.1.  PREFERENCES OF SERIES D SHARES ON WINDING-UP OF
THE CORPORATION.  In the event of any voluntary or involuntary
liquidation, dissolution, winding-up of affairs of the
Corporation or other similar event, before any distribution is
made upon any class of stock of the Corporation ranking junior to
the Series D Preferred, the holders of shares of Series D
Preferred shall be entitled to be paid, out of the assets of the
Corporation available for distribution to its shareholders, an
amount per share equal to the Stated Value, plus all accrued and
unpaid dividends (the Stated Value plus such accrued and unpaid
dividends constituting the "LIQUIDATION VALUE").  Neither the

                           (iii)

<PAGE>

consolidation nor merger of the Corporation with or into any
other corporation or corporations, nor the sale or lease of all
or substantially all of the assets of the Corporation, shall
itself be a liquidation, dissolution or winding-up of the affairs
of the Corporation within the meaning of any of the provisions of
this Section 3.

          3.2.  PRO RATA DISTRIBUTION.  If, upon distribution of
the Corporation's assets in liquidation, dissolution, winding-up
or other similar event, the net assets of the Corporation to be
distributed among the holders of shares of Series D Preferred and
any other class or series of stock of the Corporation ranking on
a parity with the Series D Preferred as to distributions upon
liquidation are insufficient to permit payment in full to such
holders of the preferential amounts to which they are entitled,
then the entire net assets of the Corporation remaining after all
required distributions have been made to holders of shares of
Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock and of any other class or series of Stock of the
Corporation ranking senior to the Series D Preferred shall be
distributed among the holders of shares of Series D Preferred and
any other class or series of stock ranking on a parity with the
Series D Preferred ratably, in proportion to the full amounts to
which they would otherwise be respectively entitled and such
distributions may be made in cash or in property taken at its
fair value (as determined in good faith by the Board of
Directors), or both, at the election of the Board of Directors.

          3.3.  PRIORITY.  All of the preferential amounts to be
paid to the holders of the Series D Preferred and the holders of
any other class or series of stock of the Corporation ranking on
a parity with the Series D Preferred as to distributions upon
liquidation shall be paid or set apart for payment before the
payment or setting apart for payment of any amount for, or the
distribution of any assets of the Corporation to, the holders of
the common stock of the Corporation and any other class or series
of stock of the Corporation which is junior to the Series D
Preferred as to distributions upon liquidation.

                           SECTION 4

                         VOTING RIGHTS

          4.1.  GENERAL.  The holders of shares of Series D
Preferred shall have only such voting rights as are expressly set
forth herein or otherwise provided by law.

                             (iv)

<PAGE>

          4.2.  CONSENT FOR CERTAIN ACTIONS.  So long as any of
the shares of the Series D Preferred are outstanding, except
where the vote or written consent of the holders of a greater
number of shares of the Corporation is required by law or by the
Restated Articles of Incorporation, and in addition to any other
vote required by law, without the prior consent of the holders of
two-thirds (2/3) of the outstanding shares of Series D Preferred,
given in person or by proxy, either in writing or at a special
meeting called for that purpose, neither the Corporation nor any
of the Corporation's direct or indirect subsidiaries shall take
any of the following actions:

          (a)  the amendment or repeal of any provision of,
     or the addition of any provision to, the Restated
     Articles of Incorporation or By-Laws of the Corporation
     if such action would alter or change the preferences,
     rights, privileges or powers of, or the restrictions
     provided for the benefit of, the Series D Preferred;

          (b)  the reclassification of any common stock into
     shares having any preference or priority as to
     dividends or the distribution of assets upon
     liquidation superior to or on a parity with any such
     preference or priority of the Series D Preferred;

          (c)  the application of any of its assets (in
     excess of one percent (1%) of its net worth on an
     annual basis) to the redemption, retirement, purchase
     or other acquisition directly or indirectly, through
     subsidiaries or otherwise, of any shares of common
     stock, except for purchase of the Corporation's Common
     Stock on the open market or purchases from employees of
     the Corporation upon termination of employment or
     pursuant to any rights of first refusal held by the
     Corporation; or

          (d)  the creation, authorization or issuance,
     directly or indirectly, of any equity security having
     any preference or priority as to dividends or the
     distribution of assets upon liquidation superior to any
     such preference or priority of the Series D Preferred,
     other than any such creation, authorization or issuance
     of shares of the Corporation's Series A Preferred
     Stock, Series B Preferred Stock or Series C Preferred
     Stock.

The holders of Series D Preferred shall be entitled to notice of
any meeting of the stockholders of the Corporation

                               (v)

<PAGE>

                            SECTION 5

                         REDEMPTION RIGHTS

          5.1.  MANDATORY REDEMPTION.  Each outstanding share of
Series D Preferred shall be redeemed by the Corporation on the
date which is the fifth-year anniversary of the Closing Date (as
such term is defined in that certain Put/Call Agreement, dated
November 14, 1994, by and among the Corporation, MW Holdings,
L.P., Marvin Winkler and Sherri Winkler) (the "REDEMPTION DATE"),
at a redemption price equal to the Stated Value per share,
together with accrued and unpaid dividends thereon to the date
fixed for redemption, without interest (the "REDEMPTION PRICE"),
to the extent the Corporation shall have funds legally available
for such payment and subject to the rights of the holders of the
Corporation's Series A Preferred Stock, Series B Preferred Stock
and Series C Preferred Stock.

          5.2.  STATUS OF PURCHASED OR REDEEMED SERIES D
PREFERRED.  Shares of Series D Preferred which have been issued
and reacquired in any manner, including shares purchased or
redeemed, shall (upon compliance with any applicable provisions
of the laws of the State of Indiana) have the status of
authorized and unissued shares of the class of Preferred Stock
undesignated as to series and may be redesignated and reissued as
part of any series of the Preferred Stock; provided, however,
that no such issued and reacquired shares of Series D Preferred
shall be reissued or sold as Series D Preferred.

          5.3.  PROCEDURE FOR REDEMPTION.  The Corporation shall
give notice of redemption of the Series D Preferred by first
class mail, postage prepaid, mailed not less than 30 days nor
more than 60 days prior to the Redemption Date, to each holder of
record of the outstanding Series D Preferred at such holder's
address as they appear on the books of the Corporation on such
record date.  Each such notice shall state:  (a)  the Redemption
Date; (b)  the number of shares of Series D Preferred to be
redeemed; (c)  the Redemption Price; (d)  the place or places
where certificates for such shares are to be surrendered for
payment of the Redemption Price; and (e)  that dividends on the
Series D Preferred Date.  Notice having been mailed as aforesaid,
from and after the Redemption Date (unless default shall be made
by the Corporation in providing money for the payment of the
Redemption Price of the Series D Preferred shares called for
redemption) dividends on the shares of Series D Preferred so
called for redemption shall cease to accrue, and said shares
shall no longer be deemed to be outstanding and shall have the

                              (vi)

<PAGE>

status of authorized but unissued shares of Preferred Stock,
unclassified as to series, and shall not be reissued as shares of
Series D Preferred, and all rights of the holders thereof as
holders of the Series D Preferred (except the right to receive
from the Corporation the Redemption Price) shall cease.  Upon
surrender in accordance with said notice of the certificates for
any shares of Series D Preferred so redeemed (properly endorsed
or assigned for transfer, if the Board of Directors of the
Corporation shall so require and the notice shall so state), such
shares shall be redeemed by the Corporation at the Redemption
Price.

                            SECTION 6

                          MISCELLANEOUS

          6.1.  HEADINGS OF SUBDIVISIONS.  The headings of the
various Sections and subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of
the provision hereof.

          6.2.  SEVERABILITY OF PROVISIONS.  If any right,
preference or limitation of the Series D Preferred set forth in
this resolution (as such resolution may be amended from time to
time) is invalid, unlawful or incapable of being enforced by
reason of any rule of law or public policy, all other rights,
preferences and limitations set forth in this resolution (as so
amended) which can be given effect without the invalid, unlawful
or unenforceable right, preference or limitation shall,
nevertheless, remain in full force and effect, and no right,
preference or limitation herein set forth shall be deemed
dependent upon any other such right, preference or limitation
unless so expressed herein.







                           (vii)

<PAGE>


                              ANNEX 5

       VOTING POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
        PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND
        QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF,

                              OF THE

                     SERIES E PREFERRED STOCK

                                OF

                   SIGNAL APPAREL COMPANY, INC.



                            SECTION 1

                       DESIGNATION AND RANK

          1.1.  DESIGNATION.  The number of authorized shares
constituting the "Series E Preferred Stock" (hereinafter called
the "SERIES E PREFERRED") of Signal Apparel Company, Inc. (the
"CORPORATION") is 20,000.  Shares of the Series E Preferred shall
be issued at a stated value of $1,000.00 per share (the "STATED
VALUE").  The number of authorized shares of the Series E
Preferred may be increased by the affirmative vote of 75% of the
Board of Directors.

          1.2.  RANK.  With respect to the payment of dividends
and other distributions with respect to the capital stock of the
Corporation, including the distribution of the assets of the
Corporation upon liquidation, the Series E Preferred shall be
junior to the Corporation's Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock, and Series D Preferred
Stock, but senior to all other series and classes of preferred
stock of the Corporation, whether such series and classes are now
existing or are created in the future, and shall be senior to all
other series and classes of capital stock of the Corporation,
whether such series and classes are now existing or are created
in the future.


                             SECTION 2

                          DIVIDEND RIGHTS

          2.1.  DIVIDEND RATE.  From the date of issuance
dividends shall accrue on each share of the Series E Preferred at
an annual rate equal to seven percent (7%) per annum multiplied
by the Stated Value, or $70 per share per year for each full
year.  The annual rate at which such dividends shall accrue is
hereinafter referred to as the "DIVIDEND RATE."


                                  1

<PAGE>

          2.2.  ACCRUAL AND PAYMENT.  Dividends on each share of
the Series E Preferred shall be payable at the option of the
Corporation (i) in cash or (ii) by the issuance of that number of
whole shares of the Corporation's common stock (the "COMMON
STOCK") computed by dividing the amount of the dividend by the
market price applicable to such dividend.  For the purposes of
this Section 2, "market price" means the average of the daily
closing bid prices of the Common Stock for a period of the last
five (5) consecutive trading days preceding the date of
calculating the market price.  The closing price for each trading
day shall be (i) for any period during which the Common Stock
shall be listed for trading on a national securities exchange,
the last reported bid price per share of the Common Stock as
reported by the primary stock exchange, or the NASDAQ Stock
Market, if the Common Stock is quoted on the NASDAQ Stock Market.
Dividends on each share of the Series E Preferred shall accrue
from the date of original issuance of such share, whether or not
declared by the Board of Directors or a committee thereof, and
except as otherwise provided herein, dividends on the Series E
Preferred shall be payable, when and as declared by the Board of
Directors or a committee thereof, on December 31, March 31, June
30 and September 30 (or, if such day is not a Business Day, as
defined hereafter, on the next Business Day thereafter) of each
year, (each such date being hereinafter referred to as a
"DIVIDEND PAYMENT DATE"), to holders of record as they appear on
the books of the Corporation on such record date, not exceeding
60 days preceding the relevant Dividend Payment Date, as may be
determined by the Board of Directors or a committee thereof in
advance of the payment of the particular dividend.  Dividends
shall be paid at a rate of $17.50 per share for each full
calendar quarter on each Dividend Payment Date with respect to
the quarterly period ending on such Dividend Payment Date.
Dividends in arrears may be declared and paid at any time,
without reference to any regular Dividend Payment Date, to
holders of record on such date, not exceeding 60 days preceding
the payment date thereof, as may be fixed by the Board of
Directors or a committee thereof.  Dividends payable on the
Series E Preferred for any period less than a full quarterly
period shall be computed at the Dividend Rate per annum based on
a 360-day year of twelve 30-day months.  "BUSINESS DAY" shall
mean any day excluding Saturday, Sunday and any day that shall
be, in the State of New York, a legal holiday or a day on which
banking institutions are authorized by law to close.  If any
cumulative dividends in respect of the Series E Preferred are not
paid in full, the owners of all series of the Series E Preferred
shall participate ratably in any payment of accumulated
dividends.

          2.3.  DIVIDENDS OR DISTRIBUTIONS TO JUNIOR STOCK.  So
long as any shares of the Series E Preferred are outstanding, no
dividend or distribution shall be declared or paid or set aside
for payment on the Common Stock or on any other capital stock of
the Corporation ranking junior to the Series E Preferred as to
dividends, nor shall the Common Stock or any other stock of the
Corporation ranking junior to the Series E Preferred be redeemed,
purchased or otherwise acquired for any consideration (or any

                               2

<PAGE>

moneys paid to or made available for a sinking fund for the
redemption of any shares of any such stock) by the Corporation
(except by conversion into or exchange for shares of the Common
Stock or other stock of the Corporation ranking junior to the
Series E Preferred as to dividends) unless, in each case, full
cumulative dividends on all outstanding shares of the Series E
Preferred shall have been declared and paid through and including
the most recent Dividend Payment Date.


                            SECTION 3

                       LIQUIDATION RIGHTS

          3.1.  PREFERENCES OF THE SERIES E PREFERRED ON WINDING-
UP OF THE CORPORATION.  In the event of any voluntary or
involuntary liquidation, dissolution, winding-up of affairs of
the Corporation or other similar event, before any distribution
is made upon any class of stock of the Corporation ranking junior
to the Series E Preferred, the holders of shares of the Series E
Preferred shall be entitled to be paid, out of the assets of the
Corporation available for distribution to its shareholders, an
amount per share equal to the Stated Value, plus all accrued and
unpaid dividends (the Stated Value plus such accrued and unpaid
dividends constituting the "LIQUIDATION VALUE"), whether or not
such accrued and unpaid dividends have been declared by the Board
of Directors of the Corporation.  Neither the consolidation nor
merger of the Corporation with or into any other corporation or
corporations, nor the sale or lease of all or substantially all
of the assets of the Corporation, shall itself be deemed to be a
liquidation, dissolution or winding-up of affairs of the
Corporation within the meaning of any of the provisions of this
Section 3.

          3.2.  PRO RATA DISTRIBUTION.  If, upon distribution of
the Corporation's assets in liquidation, dissolution, winding-up
of affairs or other similar event, the net assets of the
Corporation to be distributed among the holders of shares of the
Series E Preferred and any other class or series of stock of the
Corporation ranking on a parity with the Series E Preferred as to
distributions upon liquidation are insufficient to permit payment
in full to such holders of the preferential amounts to which they
are entitled, then the entire net assets of the Corporation
remaining after all required distributions have been made to
holders of shares of the Corporation's Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock and of any other class or series of stock of the
Corporation ranking senior to the Series E Preferred shall be
distributed among the holders of shares of the Series E Preferred
and any other class or series of stock ranking on a parity with
the Series E Preferred ratably, in proportion to the full amounts
to which they would otherwise be respectively entitled and such
distributions may be made in cash or in property taken at its
fair value (as determined in good faith by the Board of
Directors), or both, at the election of the Board of Directors.

                                  3

<PAGE>

          3.3.  PRIORITY.  All of the preferential amounts to be
paid to the holders of the Series E Preferred and the holders of
any other class or series of stock of the Corporation ranking on
a parity with the Series E Preferred as to distributions upon
liquidation shall be paid or set apart for payment before the
payment or setting apart for payment of any amount for, or the
distribution of any assets of the Corporation to, the holders of
the Common stock of the Corporation and any other class or series
of stock of the Corporation that is junior to the Series E
Preferred as to distributions upon liquidation.


                              SECTION 4

                            VOTING RIGHTS

          4.1.  GENERAL.  The holders of shares of the Series E
Preferred shall have only such voting rights as are expressly set
forth herein or otherwise provided by law.  Shares of the Series
E Preferred shall not give their holders any pre-emptive rights
to acquire any other securities issued by the Corporation at any
time in the future.

          4.2.  CONSENT FOR CERTAIN ACTIONS.  So long as any of
the shares of the Series E Preferred are outstanding, except
where the vote or written consent of the holders of a greater
number of shares of the Corporation is required by law or by the
Restated Articles of Incorporation, and in addition to any other
vote required by law, without the prior consent of the holders of
two-thirds (2/3) of the outstanding shares of the Series E
Preferred, given in person or by proxy, either in writing or at a
special meeting called for that purpose, neither the Corporation
nor any of the Corporation's direct or indirect subsidiaries
shall take any of the following actions:

          (a)  the amendment or repeal of any provision of, or
the
     addition of any provision to, the Restated Articles of
     Incorporation or By-Laws of the Corporation if such
     action would alter or change the preferences, rights,
     privileges or powers of, or the restrictions provided for
     the benefit of, the Series E Preferred;

          (b)  the reclassification of any common stock into
     shares
     having any preference or priority as to dividends or the
     distribution of assets upon liquidation superior to or on
     a parity with any such preference or priority of the
     Series E Preferred;

          (c)  the application of any of its assets (in excess of
     one percent (1%) of its net worth on an annual basis) to the
     redemption, retirement, purchase or other acquisition
     directly
     or indirectly, through subsidiaries or otherwise, of any
     shares of Common Stock, except for purchase of the Common

                               4

<PAGE>

     Stock on the open market or purchases from employees of the
     Corporation upon termination of employment or pursuant to
     any
     rights of first refusal held by the Corporation; or

          (d)  the creation, authorization or issuance, directly
     or
     indirectly, of any equity security having any preference or
     priority as to dividends or the distribution of assets
     upon liquidation superior to or on parity with any such
     preference or priority of the Series E Preferred, other
     than the issuance of shares of the Corporation's Series A
     Preferred Stock, Series B Preferred Stock, Series C
Preferred
     Stock or Series D Preferred Stock.

The holders of the Series E Preferred shall be entitled to notice
of any meeting of the stockholders of the Corporation.




                           SECTION 5

                          CONVERSION

          5.1  For the purposes of conversion, shares of the
Series E Preferred shall be valued at $1,000.00 per share
("VALUE"), and, if converted at the option of a shareholder,
shares of the Series E Preferred shall be converted into shares
of the Common Stock at the price per share equal to the lower of
the (i) product of .60 multiplied by the average daily closing
bid prices of the Common Stock for the period of five (5)
consecutive trading days immediately preceding the date of
conversion of the shares of the Series E Preferred or (ii)
product of .60 multiplied by the average daily closing bid prices
of the Common Stock for the period of 5 consecutive trading days
immediately preceding the date of closing of the offering of the
Series E Preferred (the lower of (i) or (ii) is hereinafter
referred to as the "SHAREHOLDER CONVERSION PRICE").  The closing
price for each trading day shall be determined as provided in the
last sentence of Section 5.3.

          5.2  Any holder of the Series E Preferred (an "ELIGIBLE
HOLDER") at any time after the later of January 2, 1996 and the
40th day following the date of the closing of the sale of the
Series E Preferred may convert up to 100% of its holdings of the
Series E Preferred.

          5.3  Notwithstanding any other provisions of this
Section 5, the Corporation may, at its sole option, but shall not
be obligated to, at any time, and from time to time, on and after
the 75th day after the date of closing of the offering of the
Series E Preferred, and upon written notice delivered to each of
the Eligible Holders not less than 30 days prior to any date
stipulated by the Corporation for the conversion of shares of the
Series E Preferred (the "CONVERSION DATE"), require the Eligible

                               5

<PAGE>

Holders, on a pro-rata basis, to convert all or any portion of
their shares of the Series E Preferred into shares of the Common
Stock at a price per share equal to the lower of the (i) product
of .60 multiplied by the average daily closing bid prices of the
Common Stock for the period of five (5) consecutive trading days
immediately preceding the date of closing of the offering of the
Series E Preferred or (ii) product of .60 multiplied by the
average daily closing bid prices of the Common Stock for the
period of five (5) consecutive trading days immediately preceding
the Conversion Date (the lower of (i) or (ii) is hereinafter
referred to as the "CORPORATION CONVERSION PRICE"); PROVIDED,
HOWEVER, that an Eligible Holder shall have the right in
accordance with Section 5.2 hereof, at such holder's option, to
convert all or a portion of the shares of the Series E Preferred
held by such holder into shares of the Common Stock at the
Shareholder Conversion Price, by the Eligible Holder giving
written notice to the Corporation prior to the Conversion Date
that it elects to convert a stated number of shares of the Series
E Preferred into shares of the Common Stock and by surrender of
the share certificates representing the shares of the Series E
Preferred to be converted in accordance with Section 5.4 hereof.
The closing price for each trading day shall be for any period
during which the Common Stock shall be listed for trading on a
national securities exchange, the last reported bid price per
share of the Common Stock as reported by the primary stock
exchange, or the NASDAQ Stock Market, if the Common Stock is
quoted on the NASDAQ Stock Market.

          5.4  The conversion right granted by Section 5.2 hereof
may be exercised only by an Eligible Holder of the Series E
Preferred, in whole or in part, by the surrender of the share
certificate or share certificates representing the shares of the
Series E Preferred to be converted at the principal office of the
Corporation (or at such other place as the Corporation may
designate in written notice sent to the holder by first-class
mail, postage prepaid, at its address shown on the books of the
Corporation) against delivery of that number of whole shares of
the Common Stock as shall be computed by dividing (1) the
aggregate Value of the shares of the Series E Preferred so
surrendered plus any accrued but unpaid dividends thereon, if
any, by (2) the Shareholder Conversion Price in effect at the
time of such surrender.  On each Conversion Date, all shares of
the Series E Preferred required by the Corporation to be
converted, without any action on the part of the holder thereof,
shall be deemed automatically converted into that number of whole
shares of the Common Stock as shall be computed by dividing (1)
the aggregate Value of the shares of the Series E Preferred so
converted plus any accrued but unpaid dividends thereon, if any,
by (2) the Corporation Conversion Price in effect at the time of
such exercise.  In the event of any exercise of the conversion
right (whether at the initiative of an Eligible Holder or of the
Corporation) of the Series E Preferred granted herein (i) share
certificates representing shares of the Common Stock purchased by
virtue of such exercise shall be delivered to such holder

                              6

<PAGE>

forthwith, and (ii) unless all the holder's shares of the Series
E Preferred have been fully converted, a new share certificate
representing the shares of the Series E Preferred not so
converted, if any, shall also be delivered to such holder
forthwith.  The share certificates representing shares of the
Common Stock so purchased shall be dated the date of such
surrender and the holder making such surrender shall be deemed
for all purposes to be the holder of the Common Stock so
purchased as of the date of such surrender.

          5.5  All shares of the Common Stock that may be issued
upon conversion of shares of the Series E Preferred will, upon
issuance, be duly issued, fully paid and nonassessable and free
from all taxes, liens, and charges with respect to the issue
thereof.  At all times that any shares of the Series E Preferred
are outstanding, the Corporation shall have authorized, and shall
have reserved for the purpose of issuance upon such conversion, a
sufficient number of shares of the Common Stock to provide for
the conversion into shares of the Common Stock of all shares of
the Series E Preferred then outstanding at the then effective
Shareholder Conversion Price or the Corporation Conversion Price,
as the case may be.  Without limiting the generality of the
foregoing, if, at any time, the Shareholder Conversion Price or
the Corporation Conversion Price, as the case may be, is
decreased, the number of shares of the Common Stock authorized
and reserved for issuance upon the conversion of shares of the
Series E Preferred shall be proportionately increased.

          5.6  The number of shares of the Common Stock issued
upon conversion of shares of the Series E Preferred and the
Shareholder Conversion Price or the Corporation Conversion Price,
as the case may be, shall be subject to adjustment from time to
time upon the happening of certain events, as follows:

          5.6.1.  In the case of any amendment to the
     Restated Articles of Incorporation to change the
     designation of the Common Stock or the rights,
     privileges, restrictions or conditions in respect of
     the Common Stock or division of the Common Stock into
     series, the rights of the holders of shares of the
     Series E Preferred shall be adjusted so as to provide
     that upon conversion thereof the holder of shares of
     the Series E Preferred being converted shall procure,
     in lieu of each share of the Common Stock theretofore
     issuable upon such conversion, the kind and amount of
     shares, other securities, money and property receivable
     upon such designation, change or division by the holder
     of one share of the Common Stock issuable upon such
     conversion had conversion occurred immediately prior to
     such designation, change or division.  The Series E
     Preferred shall be deemed thereafter to provide for
     adjustment that shall be nearly equivalent as may be
     practicable to the adjustments provided for in this
     Section 5.  The provisions of this subsection 5.6.1

                               7

<PAGE>

     shall apply in the same manner to successive
     reclassifications, changes, consolidations and mergers.
     
          5.6.2.  If the Corporation, at any time while any
     shares of the Series E Preferred are outstanding, shall
     amend the Restated Articles of Incorporation so as to
     change the Common Stock into a different number of
     shares, the Shareholder Conversion Price or the
     Corporation Conversion Price, as the case may be, shall
     be proportionately reduced, in case of such change
     increasing the number of shares of the Common Stock, as
     of the effective date of such increase, or if the
     Corporation shall take a record of holders of the
     Common Stock for the purpose of such increase, as of
     such record date, whichever is earlier, or the
     Shareholder Conversion Price or the Corporation
     Conversion Price, as the case may be, shall be
     proportionately increased, in the case of such change
     decreasing the number of shares of the Common Stock, as
     of the effective date of such decrease or, if the
     Corporation shall take a record of holders of the
     Common Stock for the purpose of such decrease, as of
     such record date, whichever is earlier.
     
          5.6.3.  If the Corporation, at any time while any
     of the Series E Preferred are outstanding, shall pay a
     dividend payable in shares of the Common Stock, the
     Shareholder Conversion Price or the Corporation
     Conversion Price, as the case may be, shall be
     adjusted, as of the date the Corporation shall take a
     record of the holders of the Common Stock for the
     purpose of receiving such dividend (or if no such
     record is taken, as of the date of payment of such
     dividend), so that each Eligible Holder of shares of
     the Series E Preferred converted after such time shall
     be entitled to receive the aggregate number and kind of
     shares of the Common Stock that, if such shares of the
     Series E Preferred had been converted immediately prior
     to such time, such holder would have owned upon such
     conversion and been entitled to receive by virtue of
     such dividend.

          5.7  Whenever the Shareholder Conversion Price or the
Corporation Conversion Price, as the case may be, shall be
adjusted pursuant to Section 5.6 hereof, the Corporation shall
make a certificate signed by its President or a Vice President
and by its Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary, setting forth, in reasonable detail, the event
requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a
description of the basis on which the Board made any
determination hereunder), and the Shareholder Conversion Price or
the Corporation Conversion Price, as the case may be, after
giving effect to such adjustment, and shall cause copies of such

                                8

<PAGE>

certificates to be mailed (by first-class mail, postage prepaid)
to each holder of the Series E Preferred at its address shown on
the books of the Corporation.  The Corporation shall make such
certificate and mail it to each such holder promptly after each
adjustment.

          5.8  No fractional shares of the Common Stock shall be
issued in connection with any conversion of shares of the Series
E Preferred, but in lieu of such fractional shares, the
Corporation shall make a cash payment therefor equal in amount to
the product of the applicable fraction multiplied by the
Shareholder Conversion Price or the Corporation Conversion Price,
as the case may be, then in effect.

          5.9  No shares of the Series E Preferred which have
been converted into shares of the Common Stock shall be reissued
by the Corporation; PROVIDED, HOWEVER, that each such share,
after being retired and canceled, shall be restored to the status
of an authorized but unissued share of the Series E Preferred and
may thereafter be issued as a share of the Series E Preferred.























                              9

                               ANNEX 6



        VOTING POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
         PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND
         QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF,

                              OF THE

                     SERIES F PREFERRED STOCK

                                OF

                    SIGNAL APPAREL COMPANY, INC.



                             SECTION 1

                       DESIGNATION AND RANK

           1.1.   DESIGNATION.  The number of  authorized  shares
constituting  the "SERIES F PREFERRED STOCK" (hereinafter  called
the  "SERIES F PREFERRED") of Signal Apparel Company,  Inc.  (the
"CORPORATION") is one thousand (1,000).  Shares of the  Series  F
Preferred  shall  be issued at a stated value of $100,000.00  per
share  (the "STATED VALUE").  The number of authorized shares  of
the  Series F Preferred may be increased by the affirmative  vote
of 75% of the Board of Directors.

           1.2.   RANK.  With respect to the payment of dividends
and  other distributions with respect to the capital stock of the
Corporation,  including the distribution of  the  assets  of  the
Corporation  upon  liquidation, the Series F Preferred  shall  be
equal to the Corporation's Series A Preferred Stock and senior to
all   other  series  and  classes  of  preferred  stock  of   the
Corporation, whether such series and classes are now existing  or
are  created  in  the future, and shall be senior  to  all  other
series  and classes of capital stock of the Corporation,  whether
such  series and classes are now existing or are created  in  the
future.


                            SECTION 2

                         DIVIDEND RIGHTS

           2.1.   DIVIDEND  RATE.   From  the  date  of  issuance
dividends shall accrue on each share of the Series F Preferred at
an annual rate equal to nine percent (9%) per annum multiplied by
the  Stated Value, or $9,000.00 per share per year for each  full
year.   The  annual rate at which such dividends shall accrue  is
hereinafter referred to as the "DIVIDEND RATE."

                                  1

<PAGE>


           2.2.  ACCRUAL AND PAYMENT.  Dividends on each share of
the  Series  F Preferred shall be payable in cash.  Dividends  on
each  share of the Series F Preferred shall accrue from the  date
of  original  issuance of such share, whether or not declared  by
the  Board  of  Directors or a committee thereof, and  except  as
otherwise  provided herein, dividends on the Series  F  Preferred
shall  be payable, when and as declared by the Board of Directors
or  a committee thereof, annually on December 31 (or, if such day
is not a Business Day, as defined hereafter, on the next Business
Day  thereafter) of each year, (each such date being  hereinafter
referred  to as a "DIVIDEND PAYMENT DATE"), to holders of  record
as  they  appear on the books of the Corporation on  such  record
date,  not  exceeding  60 days preceding  the  relevant  Dividend
Payment Date, as may be determined by the Board of Directors or a
committee  thereof  in advance of the payment of  the  particular
dividend.   Dividends shall be paid at a rate  of  $9,000.00  per
share  for each full calendar year on each Dividend Payment  Date
with respect to the yearly period ending on such Dividend Payment
Date.  Dividends in arrears may be declared and paid at any time,
without  reference  to  any  regular Dividend  Payment  Date,  to
holders  of record on such date, not exceeding 60 days  preceding
the  payment  date  thereof, as may be  fixed  by  the  Board  of
Directors  or  a  committee thereof.  Dividends  payable  on  the
Series  F Preferred for any period less than a full yearly period
shall be computed at the Dividend Rate per annum based on a  360-
day  year of twelve 30-day months.  "BUSINESS DAY" shall mean any
day  excluding Saturday, Sunday and any day that shall be, in the
State  of  New  York, a legal holiday or a day on  which  banking
institutions  are authorized by law to close.  If any  cumulative
dividends  in respect of the Series F Preferred are not  paid  in
full,  the  owners of all series of the Series F Preferred  shall
participate ratably in any payment of accumulated dividends.

           2.3.  DIVIDENDS OR DISTRIBUTIONS TO JUNIOR STOCK.   So
long as any shares of the Series F Preferred are outstanding,  no
dividend  or distribution shall be declared or paid or set  aside
for payment on the Common Stock or on any other capital stock  of
the  Corporation ranking junior to the Series F Preferred  as  to
dividends, nor shall the Common Stock or any other stock  of  the
Corporation ranking junior to the Series F Preferred be redeemed,
purchased  or  otherwise acquired for any consideration  (or  any
moneys  paid  to  or made available for a sinking  fund  for  the
redemption  of  any shares of any such stock) by the  Corporation
(except  by conversion into or exchange for shares of the  Common
Stock  or  other stock of the Corporation ranking junior  to  the
Series  F  Preferred as to dividends) unless, in each case,  full
cumulative  dividends on all outstanding shares of the  Series  F
Preferred shall have been declared and paid through and including
the most recent Dividend Payment Date.




                                  2

<PAGE>



                              SECTION 3

                          LIQUIDATION RIGHTS

          3.1.  PREFERENCES OF THE SERIES F PREFERRED ON WINDING-
UP  OF  THE  CORPORATION.   In  the event  of  any  voluntary  or
involuntary  liquidation, dissolution, winding-up of  affairs  of
the  Corporation or other similar event, before any  distribution
is made upon any class of stock of the Corporation ranking junior
to the Series F Preferred, the holders of shares of the Series  F
Preferred shall be entitled to be paid, out of the assets of  the
Corporation  available for distribution to its  shareholders,  an
amount per share equal to the Stated Value, plus all accrued  and
unpaid  dividends (the Stated Value plus such accrued and  unpaid
dividends constituting the "LIQUIDATION VALUE"), whether  or  not
such accrued and unpaid dividends have been declared by the Board
of  Directors of the Corporation.  Neither the consolidation  nor
merger  of the Corporation with or into any other corporation  or
corporations,  nor the sale or lease of all or substantially  all
of the assets of the Corporation, shall itself be deemed to be  a
liquidation,  dissolution  or  winding-up  of  affairs   of   the
Corporation within the meaning of any of the provisions  of  this
Section 3.

           3.2.  PRO RATA DISTRIBUTION.  If, upon distribution of
the  Corporation's assets in liquidation, dissolution, winding-up
of  affairs  or  other  similar event,  the  net  assets  of  the
Corporation to be distributed among the holders of shares of  the
Series F Preferred and any other class or series of stock of  the
Corporation ranking on a parity with the Series F Preferred as to
distributions upon liquidation are insufficient to permit payment
in full to such holders of the preferential amounts to which they
are  entitled,  then  the entire net assets  of  the  Corporation
remaining  after  all required distributions have  been  made  to
holders  of any other class or series of stock of the Corporation
ranking  senior  to the Series F Preferred shall  be  distributed
among  the  holders of shares of the Series F Preferred  and  any
other  class  or  series of stock ranking on a  parity  with  the
Series F Preferred ratably, in proportion to the full amounts  to
which  they  would otherwise be respectively entitled,  and  such
distributions  may be made in cash or in property  taken  at  its
fair  value  (as  determined  in  good  faith  by  the  Board  of
Directors), or both, at the election of the Board of Directors.

           3.3.  PRIORITY.  All of the preferential amounts to be
paid to the holders of the Series F Preferred and the holders  of
any other class or series of stock of the Corporation ranking  on
a  parity  with  the Series F Preferred as to distributions  upon
liquidation  shall  be paid or set apart for payment  before  the
payment  or setting apart for payment of any amount for,  or  the
distribution of any assets of the Corporation to, the holders  of
the Common Stock of the Corporation and any other class or series

                                3

<PAGE>


  of  stock  of  the Corporation that is junior to the  Series  F
Preferred as to distributions upon liquidation.


                             SECTION 4

                    VOTING AND PREEMPTIVE RIGHTS

           4.1.  GENERAL.  The holders of shares of the Series  F
Preferred shall have only such voting rights as are expressly set
forth  herein or otherwise provided by law.  Shares of the Series
F Preferred shall not give their holders any preemptive rights to
acquire  any  other securities issued by the Corporation  at  any
time in the future.

           4.2.  CONSENT FOR CERTAIN ACTIONS.  So long as any  of
the  shares  of  the  Series F Preferred are outstanding,  except
where  the  vote or written consent of the holders of  a  greater
number of shares of the Corporation is required by law or by  the
Restated Articles of Incorporation, and in addition to any  other
vote required by law, without the prior consent of the holders of
two-thirds  (2/3)  of  the outstanding shares  of  the  Series  F
Preferred, given in person or by proxy, either in writing or at a
special  meeting called for that purpose, neither the Corporation
nor  any  of  the  Corporation's direct or indirect  subsidiaries
shall take any of the following actions:

           (a)   the amendment or repeal of any provision of,  or
     the  addition of any provision to, the Restated Articles  of
     Incorporation or By-Laws of the Corporation if  such  action
     would alter or change the preferences, rights, privileges or
     powers of, or the restrictions provided for the benefit  of,
     the Series F Preferred;

           (b)   the  reclassification of any common  stock  into
     shares having any preference or priority as to dividends  or
     the  distribution of assets upon liquidation superior to  or
     on  a  parity  with any such preference or priority  of  the
     Series F Preferred;

          (c)  the application of any of its assets (in excess of
     one percent (1%) of its net worth on an annual basis) to the
     redemption,   retirement,  purchase  or  other   acquisition
     directly  or indirectly, through subsidiaries or  otherwise,
     of  any  shares of Common Stock, except for purchase of  the
     Common  Stock on the open market or purchases from employees
     of   the  Corporation  upon  termination  of  employment  or
     pursuant  to  any  rights  of  first  refusal  held  by  the
     Corporation; or

           (d)  the creation, authorization or issuance, directly
     or  indirectly, of any equity security having any preference
     or  priority as to dividends or the distribution  of  assets
     upon liquidation superior to or on parity with any such

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<PAGE>


     preference or priority of the Series F Preferred, other than
     the  issuance  of  shares  of  the  Corporation's  Series  A
     Preferred  Stock,  Series  B  Preferred  Stock,   Series   C
     Preferred  Stock  Series  D  Preferred  Stock  or  Series  E
     Preferred Stock.

The holders of the Series F Preferred shall be entitled to notice
of any meeting of the stockholders of the Corporation.


                             SECTION 5

                            CONVERSION

           5.1  Shares of the Series F Preferred Stock shall  not
be  convertible  by  their terms, at the  option  of  either  the
Corporation  or the holders thereof, into shares  of  the  Common
Stock or into any other security of the Corporation.












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