Provided by:  JOSEPH H. HOGSETT
                                              SECRETARY OF STATE OF INDIANA
                                                      CORPORATIONS DIVISION
                                              302 W. WASHINGTON ST. RM E018
                                                      INDIANAPOLIS IN 46204
                                                  TELEPHONE: (317) 232-6576

                                             Indiana Code 23-1-38-1 et seg.
                                                          FILING FEE $30.00

(SEAL OF THE STATE OF INDIANA)                                             
     ARTICLES OF AMENDMENT OF THE                                          
     ARTICLES OF INCORPORATION
     State Form 38333(R5/9-91)
     State Board of Accounts Approved 1988

INSTRUCTIONS:  Use 8 1/2 x 11 inch white paper for inserts. 
Filing requirements - Present original and one copy to address in
upper right corner of this form.

                       ARTICLES OF AMENDMENT OF THE
                       ARTICLES OF INCORPORATION OF:

                       SIGNAL APPAREL COMPANY, INC.

The undersigned officers of:
                       SIGNAL APPAREL COMPANY, INC.

(hereinafter referred to as the "Corporation") existing pursuant
to the provisions of:

(Indicate appropriate act)

     xx   Indiana Business Corporation Law
     ---
          Indiana Professional Corporation Act of 1983
     ---

as amended (hereinafter referred to as the "Act"), desiring to
give notice of corporate action effectuating amendment of certain
provisions of its Articles of Incorporation, certify the
following facts:

                          ARTICLE I Amendment(s)

SECTION 1      The date of incorporation of the corporation is:

               April 24, 1891
               ---------------
SECTION 2      The name of the corporation following this
               amendment to the Articles of Incorporation is:

               Signal Apparel Company, Inc.
               -----------------------------
SECTION 3

The exact text of Article(s) Fourth of the Articles of 
Incorporation is now as follows:

     The total number of shares of capital stock of all
classifications which the Corporation shall have the authority to
issue is Forty-One Million Six Hundred Thousand (41,600,000)
shares, divided into two classes, as follows:  Forty Million
(40,000,000) 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.

SECTION 4 Date of each amendment's adoption:
     May 11, 1995

                  ARTICLE II Manner of Adoption and Vote

SECTION 1      Action by Directors:
     
     The Board of Directors of the Corporation duly adopted a
resolution proposing to amend the terms and provisions of
Article(s) Fourth of the Articles of Incorporation and directing
a meeting of the Shareholders, to be held on May 11, 1995,
allowing such Shareholders to vote on the proposed amendment.

The resolution was adopted by: (Select appropriate paragraph)

     (a)  Vote of the Board of Directors at a meeting held on
          February 24, 1995, at which a quorum of such Board was
          present.

     (b)  Written consent executed on ___________ 19, ____, and
          signed by all members of the Board of Directors.

SECTION 2      Action by Shareholders:

     The Shareholders of the Corporation entitled to vote in
respect of the Articles of Amendment adopted the proposed
amendment.  The amendment was adopted by:  (Select appropraite
paragraph)

     (a)  Vote of such Shareholders during the meeting called by
          the Board of Directors.  The result of such vote is as
          follows:

                                                                TOTAL      

          SHAREHOLDERS ENTITLED TO VOTE:                         10,377,826

          SHAREHOLDERS VOTED IN FAVOR:                            9,758,320

          SHAREHOLDERS VOTED AGAINST:                                74,292


     (b)  Written consent executed on _________, 19____, and
          signed by all such Shareholders.

SECTION 3      Compliance with Legal Requirements.

     The manner of the adoption of the Articles of Amendment and
the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Articles of
Incorporation, and the By-Laws of the Corporation.

I hereby verify subject to the penalties of perjury that the
statements contained are true this 26 day of July, 1995.

Current Officer's Signature        Officer's Name Printed

/s/Robert J. Powell                Robert J. Powell

Officer's Title

Secretary


               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 Twenty-One Million Six Hundred Thousand (21,600,000)
shares, divided into two classes, as follows:  Twenty Million
(20,000,000) 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.   Authorized 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 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 as a
director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the 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 taxes 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 an 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 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.

                                            Provided by:  JOSEPH H. HOGSETT
                                              SECRETARY OF STATE OF INDIANA
                                                      CORPORATIONS DIVISION
                                              302 W. WASHINGTON ST. RM E018
                                                      INDIANAPOLIS IN 46204
                                                  TELEPHONE: (317) 232-6576

                                             Indiana Code 23-1-38-1 et seg.
                                                          FILING FEE $30.00

(SEAL OF THE STATE OF INDIANA)                                             
     ARTICLES OF AMENDMENT OF THE                                          
     ARTICLES OF INCORPORATION
     State Form 38333(R5/9-91)
     State Board of Accounts Approved 1988

INSTRUCTIONS:  Use 8 1/2 x 11 inch white paper for inserts. 
Filing requirements - Present original and one copy to address in
upper right corner of this form.

                       ARTICLES OF AMENDMENT OF THE
                       ARTICLES OF INCORPORATION OF:

                       SIGNAL APPAREL COMPANY, INC.

The undersigned officers of:
                       SIGNAL APPAREL COMPANY, INC.

(hereinafter referred to as the "Corporation") existing pursuant
to the provisions of:

(Indicate appropriate act)

     xx   Indiana Business Corporation Law
     ---
          Indiana Professional Corporation Act of 1983
     ---

as amended (hereinafter referred to as the "Act"), desiring to
give notice of corporate action effectuating amendment of certain
provisions of its Articles of Incorporation, certify the
following facts:

                          ARTICLE I Amendment(s)

SECTION 1      The date of incorporation of the corporation is:

               April 24, 1891
               ---------------
SECTION 2      The name of the corporation following this
               amendment to the Articles of Incorporation is:

               Signal Apparel Company, Inc.
               -----------------------------
SECTION 3

The exact text of Article(s) Annex 1 and Annex 2 of the Articles
of 
Incorporation is now as follows:

     See "Exhibit 1" and "Exhibit 2" attached hereto.

SECTION 4 Date of each amendment's adoption:
     August 13, 1993 (for both)

                  ARTICLE II Manner of Adoption and Vote

SECTION 1      Action by Directors:
     
     The Board of Directors of the Corporation duly adopted a
resolution proposing to amend the terms and provisions of
Article(s) Annex 1 and Annex 2 of the Articles of Incorporation
and directing a meeting of the Shareholders, to be held on 

     No shareholder vote required pursuant to Section 23-1-25-2
     of the Indiana Code

allowing such Shareholders to vote on the proposed amendment.

The resolution was adopted by: (Select appropriate paragraph)

     (a)  Vote of the Board of Directors at a meeting held on
          __________, 19____,  at which a quorum of such Board
          was present.

     (b)  Written consent executed on August 13, 1993, and signed
          by all members of the Board of Directors.

SECTION 2      Action by Shareholders:

     The Shareholders of the Corporation entitled to vote in
respect of the Articles of Amendment adopted the proposed
amendment.  The amendment was adopted by:  (Select appropraite
paragraph)

     (a)  Vote of such Shareholders during the meeting called by
          the Board of Directors.  The result of such vote is as
          follows:

     No shareholder vote required pursuant to Section 23-1-25-2
     of the Indiana Code

                                                                TOTAL      

          SHAREHOLDERS ENTITLED TO VOTE:                                   

          SHAREHOLDERS VOTED IN FAVOR:                                     

          SHAREHOLDERS VOTED AGAINST:                                      


     (b)  Written consent executed on _________, 19____, and
          signed by all such Shareholders.

SECTION 3      Compliance with Legal Requirements.

     The manner of the adoption of the Articles of Amendment and
the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Articles of
Incorporation, and the By-Laws of the Corporation.

I hereby verify subject to the penalties of perjury that the
statements contained are true this 13 day of August, 1993.

Current Officer's Signature        Officer's Name Printed

/s/Robert J. Powell                Robert J. Powell

Officer's Title

Secretary


EXHIBIT 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.

                           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 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
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.

                           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.


Exhibit 2
---------

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, 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   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
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  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.



                        INDIANA SECRETARY OF STATE
                           CORPORATIONS DIVISION

DATE: 12/20/93             TIME:  10:14                 RECEIPT NO: 0405977
PAYMENT: CHECK       CHECK REF#: 44525                  AMT PAID:    $30.00
                                       COMMENT:

DESCRIPTION:  27 Amend Art of Inc (Pro                  EFF DATE:  12/17/93

PAYEE NAME AND ADDRESS    (XXXXX)

Witt, Gaither & Whitaker
American Natl. Bank Bldg.
Chattanooga, TN

USER ID:  BB2    NAME:   s/s (signature illegible)
                        ----------------------------



                                            Provided by:  JOSEPH H. HOGSETT
                                              SECRETARY OF STATE OF INDIANA
                                                      CORPORATIONS DIVISION
                                              302 W. WASHINGTON ST. RM E018
                                                      INDIANAPOLIS IN 46204
                                                  TELEPHONE: (317) 232-6576

                                             Indiana Code 23-1-38-1 et seg.
                                                          FILING FEE $30.00

(SEAL OF THE STATE OF INDIANA)                                             
     ARTICLES OF AMENDMENT OF THE                                          
     ARTICLES OF INCORPORATION
     State Form 38333(R5/9-91)
     State Board of Accounts Approved 1988

INSTRUCTIONS:  Use 8 1/2 x 11 inch white paper for inserts. 
Filing requirements - Present original and one copy to address in
upper right corner of this form.

                       ARTICLES OF AMENDMENT OF THE
                       ARTICLES OF INCORPORATION OF:

                       SIGNAL APPAREL COMPANY, INC.

The undersigned officers of:
                       SIGNAL APPAREL COMPANY, INC.

(hereinafter referred to as the "Corporation") existing pursuant
to the provisions of:

(Indicate appropriate act)

     xx   Indiana Business Corporation Law
     ---
          Indiana Professional Corporation Act of 1983
     ---

as amended (hereinafter referred to as the "Act"), desiring to
give notice of corporate action effectuating amendment of certain
provisions of its Articles of Incorporation, certify the
following facts:

                          ARTICLE I Amendment(s)

SECTION 1      The date of incorporation of the corporation is:

               April 24, 1891
               ---------------
SECTION 2      The name of the corporation following this
               amendment to the Articles of Incorporation is:

               Signal Apparel Company, Inc.
               -----------------------------
SECTION 3

The exact text of Article(s) Annex 3 of the Articles of 
Incorporation is now as follows:

     See "Exhibit 1" attached hereto.

SECTION 4 Date of each amendment's adoption:
     June 21, 1994

                  ARTICLE II Manner of Adoption and Vote

SECTION 1      Action by Directors:
     
     The Board of Directors of the Corporation duly adopted a
resolution proposing to amend the terms and provisions of
Article(s) Annex 3 of the Articles of Incorporation and directing
a meeting of the Shareholders, to be held on 

     No shareholder vote required pursuant to Section 23-1-25-2
     of the Indiana Code

allowing such Shareholders to vote on the proposed amendment.

The resolution was adopted by: (Select appropriate paragraph)

     (a)  Vote of the Board of Directors at a meeting held on
          __________, 19____,  at which a quorum of such Board
          was present.

     (b)  Written consent executed on June 21, 1994, and signed
          by all members of the Board of Directors.

SECTION 2      Action by Shareholders:

     The Shareholders of the Corporation entitled to vote in
respect of the Articles of Amendment adopted the proposed
amendment.  The amendment was adopted by:  (Select appropraite
paragraph)

     (a)  Vote of such Shareholders during the meeting called by
          the Board of Directors.  The result of such vote is as
          follows:

     No shareholder vote required pursuant to Section 23-1-25-2
     of the Indiana Code

                                                                TOTAL      

          SHAREHOLDERS ENTITLED TO VOTE:                                   

          SHAREHOLDERS VOTED IN FAVOR:                                     

          SHAREHOLDERS VOTED AGAINST:                                      


     (b)  Written consent executed on _________, 19____, and
          signed by all such Shareholders.

SECTION 3      Compliance with Legal Requirements.

     The manner of the adoption of the Articles of Amendment and
the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Articles of
Incorporation, and the By-Laws of the Corporation.

I hereby verify subject to the penalties of perjury that the
statements contained are true this 22 day of June, 1994.

Current Officer's Signature        Officer's Name Printed

/s/Glenn M. Grandin                Glenn M. Grandin

Officer's Title

Senior V.P.


Exhibit 1
---------

                                  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."

           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 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
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 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.


                                            Provided by:  JOSEPH H. HOGSETT
                                              SECRETARY OF STATE OF INDIANA
                                                      CORPORATIONS DIVISION
                                              302 W. WASHINGTON ST. RM E018
                                                      INDIANAPOLIS IN 46204
                                                  TELEPHONE: (317) 232-6576

                                             Indiana Code 23-1-38-1 et seg.
                                                          FILING FEE $30.00

(SEAL OF THE STATE OF INDIANA)                                             
     ARTICLES OF AMENDMENT OF THE                                          
     ARTICLES OF INCORPORATION
     State Form 38333(R5/9-91)
     State Board of Accounts Approved 1988

INSTRUCTIONS:  Use 8 1/2 x 11 inch white paper for inserts. 
Filing requirements - Present original and one copy to address in
upper right corner of this form.

                       ARTICLES OF AMENDMENT OF THE
                       ARTICLES OF INCORPORATION OF:

                       SIGNAL APPAREL COMPANY, INC.

The undersigned officers of:
                       SIGNAL APPAREL COMPANY, INC.

(hereinafter referred to as the "Corporation") existing pursuant
to the provisions of:

(Indicate appropriate act)

     xx   Indiana Business Corporation Law
     ---
          Indiana Professional Corporation Act of 1983
     ---

as amended (hereinafter referred to as the "Act"), desiring to
give notice of corporate action effectuating amendment of certain
provisions of its Articles of Incorporation, certify the
following facts:

                          ARTICLE I Amendment(s)

SECTION 1      The date of incorporation of the corporation is:

               April 24, 1891
               ---------------
SECTION 2      The name of the corporation following this
               amendment to the Articles of Incorporation is:

               Signal Apparel Company, Inc.
               -----------------------------
SECTION 3

The exact text of Article(s) Annex 4 of the Articles of 
Incorporation is now as follows:

     See "Exhibit 1" attached hereto.

SECTION 4 Date of each amendment's adoption:
     November 7, 1994

                  ARTICLE II Manner of Adoption and Vote

SECTION 1      Action by Directors:
     
     The Board of Directors of the Corporation duly adopted a
resolution proposing to amend the terms and provisions of
Article(s) Annex 4 of the Articles of Incorporation and directing
a meeting of the Shareholders, to be held on 

     No shareholder vote required pursuant to Section 23-1-25-2
     of the Indiana Code

allowing such Shareholders to vote on the proposed amendment.

The resolution was adopted by: (Select appropriate paragraph)

     (a)  Vote of the Board of Directors at a meeting held on
          November 7, 1994,  at which a quorum of such Board was
          present.

     (b)  Written consent executed on __________, 19__, and
          signed by all members of the Board of Directors.

SECTION 2      Action by Shareholders:

     The Shareholders of the Corporation entitled to vote in
respect of the Articles of Amendment adopted the proposed
amendment.  The amendment was adopted by:  (Select appropriate
paragraph)

     (a)  Vote of such Shareholders during the meeting called by
          the Board of Directors.  The result of such vote is as
          follows:

     No shareholder vote required pursuant to Section 23-1-25-2
     of the Indiana Code

                                                                TOTAL      

          SHAREHOLDERS ENTITLED TO VOTE:                                   

          SHAREHOLDERS VOTED IN FAVOR:                                     

          SHAREHOLDERS VOTED AGAINST:                                      


     (b)  Written consent executed on _________, 19____, and
          signed by all such Shareholders.

SECTION 3      Compliance with Legal Requirements.

     The manner of the adoption of the Articles of Amendment and
the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Articles of
Incorporation, and the By-Laws of the Corporation.

I hereby verify subject to the penalties of perjury that the
statements contained are true this ____ day of _______, 19__.

Current Officer's Signature        Officer's Name Printed

/s/Robert J. Powell                Robert J. Powell

Officer's Title

Secretary





                                                                  EXHIBIT I
                                                                  ---------

                             FORM OF
                                
 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.

           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 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
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
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 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.

           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.


                            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  shares  to be redeemed will cease to  accrue  on  such
Redemption  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
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 provisions 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.



                                            Provided by:  JOSEPH H. HOGSETT
                                              SECRETARY OF STATE OF INDIANA
                                                      CORPORATIONS DIVISION
                                              302 W. WASHINGTON ST. RM E018
                                                      INDIANAPOLIS IN 46204
                                                  TELEPHONE: (317) 232-6576

                                             Indiana Code 23-1-38-1 et seg.
                                                          FILING FEE $30.00

(SEAL OF THE STATE OF INDIANA)                                             
     ARTICLES OF AMENDMENT OF THE                                          
     ARTICLES OF INCORPORATION
     State Form 38333(R5/9-91)
     State Board of Accounts Approved 1988

INSTRUCTIONS:  Use 8 1/2 x 11 inch white paper for inserts. 
Filing requirements - Present original and one copy to address in
upper right corner of this form.

                       ARTICLES OF AMENDMENT OF THE
                       ARTICLES OF INCORPORATION OF:

                       SIGNAL APPAREL COMPANY, INC.

The undersigned officers of:
                       SIGNAL APPAREL COMPANY, INC.

(hereinafter referred to as the "Corporation") existing pursuant
to the provisions of:

(Indicate appropriate act)

     xx   Indiana Business Corporation Law
     ---
          Indiana Professional Corporation Act of 1983
     ---

as amended (hereinafter referred to as the "Act"), desiring to
give notice of corporate action effectuating amendment of certain
provisions of its Articles of Incorporation, certify the
following facts:

                          ARTICLE I Amendment(s)

SECTION 1      The date of incorporation of the corporation is:

               April 24, 1891
               ---------------
SECTION 2      The name of the corporation following this
               amendment to the Articles of Incorporation is:

               Signal Apparel Company, Inc.
               -----------------------------
SECTION 3

The exact text of Article(s) Annex 5 of the Articles of 
Incorporation is now as follows:

     See "Exhibit 1" attached hereto.

SECTION 4 Date of each amendment's adoption:
     November 1, 1995

                  ARTICLE II Manner of Adoption and Vote

SECTION 1      Action by Directors:
     
     The Board of Directors of the Corporation duly adopted a
resolution proposing to amend the terms and provisions of
Article(s) Annex 5 of the Articles of Incorporation and directing
a meeting of the Shareholders, to be held on 

     No shareholder vote required pursuant to Section 23-1-25-2
     of the Indiana Code

allowing such Shareholders to vote on the proposed amendment.

The resolution was adopted by: (Select appropriate paragraph)

     (a)  Vote of the Board of Directors at a meeting held on
          November 1, 1995,  at which a quorum of such Board was
          present.

     (b)  Written consent executed on ______,19___, and signed by
          all members of the Board of Directors.

SECTION 2      Action by Shareholders:

     The Shareholders of the Corporation entitled to vote in
respect of the Articles of Amendment adopted the proposed
amendment.  The amendment was adopted by:  (Select appropraite
paragraph)

     (a)  Vote of such Shareholders during the meeting called by
          the Board of Directors.  The result of such vote is as
          follows:

     No shareholder vote required pursuant to Section 23-1-25-2
     of the Indiana Code

                                                                TOTAL      

          SHAREHOLDERS ENTITLED TO VOTE:                                   

          SHAREHOLDERS VOTED IN FAVOR:                                     

          SHAREHOLDERS VOTED AGAINST:                                      


     (b)  Written consent executed on _________, 19____, and
          signed by all such Shareholders.

SECTION 3      Compliance with Legal Requirements.

     The manner of the adoption of the Articles of Amendment and
the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Articles of
Incorporation, and the By-Laws of the Corporation.

I hereby verify subject to the penalties of perjury that the
statements contained are true this ____ day of _________, 19___.

Current Officer's Signature        Officer's Name Printed

/s/Robert J. Powell                Robert J. Powell

Officer's Title

Secretary

EXHIBIT 1
---------



     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."

          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 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 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 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
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 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 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.

          3.3.  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 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
     any such creation, authorization or 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
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 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
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 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 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 "Corporate 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 shares of 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 (i) for any period during
which the Common Stock shall be listed for trading on a national
securities exchange, the last reported 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
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
     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
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 if 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.