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                                                                     EXHIBIT 3.2

                                                            COMPOSITE COPY AS OF
                                                               DECEMBER 29, 1996

















                                    BY-LAWS

                                       OF

                              FLORSHEIM GROUP INC.






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                                   BY-LAWS OF

                              FLORSHEIM GROUP INC.



                                   ARTICLE I

                                    Offices

     Section 1.  The principal office of Florsheim Group Inc. (the
"Corporation") shall be in the State of Delaware at such location and with such
registered agent in charge thereof as may be established by the Board of
Directors from time to time.

     Section 2.  The Corporation may also have offices at such other places as
the Board of Directors may from time to time appoint, or the business of the
Corporation may require.

                                   ARTICLE II

                                      Seal

     Section 1.  The corporate seal shall have inscribed thereon the name of
the Corporation, the state and the year of its incorporation and the words
"CORPORATE SEAL".

                                  ARTICLE III

                             Stockholders' Meetings

     Section 1.  Meetings of the stockholders shall be held in the city of
Chicago, Illinois, or at such other place within or without the State of
Illinois as the Board of Directors may designate.

                                Annual Meetings

     Section 2.  Unless otherwise provided by resolution of the Board of
Directors, an annual meeting of stockholders shall be held on second Wednesday
of June in each year, if not a legal holiday, and if a legal holiday, then on
the next business day following, at 10 a.m.  At each such annual meeting, the
stockholders shall elect, by ballot, directors to succeed those directors whose
terms expire at such meeting, and shall transact such other business as may
properly be brought before the meeting.  The number of directors to be elected
at each annual meeting of stockholders shall be determined by the Board of
Directors of the Corporation at least thirty days before such annual meeting.

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                                     Quorum

     Section 3.  A majority of the issued and outstanding Common Stock, present
in person or represented by proxy, shall be requisite and shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute, by the Restated Certificate of
Incorporation, or by these By-Laws.  If, however, such majority shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time without notice other than announcement at
the meeting, until the record holders of the requisite amount of stock shall be
present or represented.  At such adjourned meeting at which the requisite
amount of stock shall be represented, any business may be transacted which
might have been transacted at the meeting as originally notified.

                              How And Who May Vote

     Section 4.  At each meeting of the stockholders, every holder of Common
Stock having the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than three years prior to said meeting, unless said
instrument provides for a longer period.  In all matters each holder of Common
Stock shall have one vote for each share of Common Stock registered in his name
on the books of the Corporation at the close of business on the record date.
The vote for directors, and, upon demand of any stockholder entitled to vote,
the vote upon any question before the meeting, shall be by ballot.  All
elections shall be had, and (except as otherwise required by statute or the
Restated Certificate of Incorporation) all questions decided, by a plurality
vote.

                            Notice of Annual Meeting

     Section 5.  Written notice of the annual meeting, stating the time and
place where it will be held, shall be mailed at least ten days prior to the
meeting to each stockholder at such address as appears on the stock ledger of
the Corporation.

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                      Stockholders List - Entitled to Vote

     Section 6.  The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder
during ordinary business hours for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held and
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where said meeting is to be held, and the list shall be
produced and kept at
the time and place of meeting during the whole time thereof, and subject to
inspection of any stockholder who may be present.

                                Special Meetings

     Section 7.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise provided by statute, may be called only by the Board
of Directors, pursuant to a resolution approved by a majority of the entire
Board of Directors, or by the holders of not less than one-fifth of the
combined voting power of the outstanding shares of the Corporation entitled to
vote generally in the election of directors (by written notice delivered to the
Secretary of the Corporation), upon not less than ten and not more than sixty
days' written notice.

                          Business at Special Meetings

     Section 8.  Business transacted at all special meetings shall be confined
to the objects stated in the call.

                           Notice of Special Meetings

     Section 9.  Written notice of a special meeting of stockholders, stating
the time and place and object thereof, shall be mailed, postage prepaid, at
least ten days before such meeting, to each stockholder entitled to vote
thereat at such address as appears on the books of the Corporation.

                                   ARTICLE IV

                               Board of Directors

                     Number - Election of - Term of Office

     Section 1.  The business and affairs of the Corporation shall be managed
under the direction of the Board of Directors.  From time to time, the number
of directors constituting the Board of Directors shall be determined by
resolution of the Board of Directors, and the number

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of directors may be increased by the affirmative vote of a majority of the
directors then in office, although less than a quorum; provided, however, that
the number of directors shall not be less than three nor more than fifteen.

     Each director shall hold office until the annual meeting of stockholders
next succeeding his election and until his successor is elected and qualified
or until his earlier resignation or removal.

                          Place of Meetings - Offices

     Section 2.  The directors may hold their meetings and have one or more
offices outside of Delaware, at the offices of the Corporation in the city of
Chicago, Illinois, or at such other places as they may from time to time
determine.  The directors may participate in meetings of the Board and
committees of the Board by conference telephone and participation in this
manner shall constitute presence in person at such meeting.

                                     Powers

     Section 3.  In addition to the powers and authorities by these By-Laws
expressly conferred upon them, the Board may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Restated Certificate of Incorporation or by these By-Laws directed or
required to be exercised or done by the stockholders.

                            Meeting and Organization

     Section 4.  The newly elected Board may meet on the day of the annual
stockholders' meeting after such meeting shall have adjourned, or at such place
and time as shall be fixed by the vote of the stockholders at the annual
meeting, for the purpose of organization or otherwise, and no notice of such
meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting; PROVIDED, a majority of the whole Board shall be
present; or they may meet at such place and time as shall be fixed by the
consent in writing of all the directors.



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                                Regular Meetings

     Section 5.  Regular meetings of the Board may be held without notice at
such time and place as shall from time to time be determined by the Board.

                                Special Meetings

     Section 6.  Special meetings of the Board may be called by the Chairman of
the Board, or the Vice-Chairman of the Board or the President on one day's
notice to each director, either personally or by mail or by telegram; special
meetings shall be called by the Chairman of the Board or the Vice-Chairman of
the Board or the President or the Secretary in like manner and on like notice
on the written request of one-third of the directors in office at the time.

                                     Quorum

     Section 7.  At all meetings of the Board a majority of the directors shall
be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the directors present at any meeting at
which there is a quorum, shall be the act of the Board of Directors except as
may be otherwise specifically provided by statute or by the Restated
Certificate of Incorporation or by these By-Laws.

                                   Committees

     Section 8.  There may be an Executive Committee of the Board of Directors
consisting of two or more directors designated by resolution adopted by a
majority of the whole Board.  Said Committee may meet at stated times, or on
any notice to all by the Chairman of the Committee, or by any two of their own
number.  A majority of the members of the Executive Committee shall be
necessary and sufficient to constitute a quorum for the transaction of business
by said Committee.  During the intervals between meetings of the Board such
Committee shall advise with and aid the officers of the Corporation in all
matters concerning its interests and the management of its business, and
generally perform such duties and exercise such powers as may be directed or
delegated by the Board of Directors from time to time.  The Board may delegate
to such Committee the authority to exercise all of the powers of the Board
while the Board is not in session except the powers and authority specifically
reserved unto the Board by the General Corporation Law of the State of Delaware
as from time to time amended, and except as otherwise provided in these
By-Laws.  Vacancies in the membership of such Committee shall be filled by the
Board of Directors at a regular meeting or at a special meeting called for that
purpose.

     Section 9.  The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more other committees, each committee to
consist of one or more


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of the directors of the Corporation.  The Board may designate one or more
directors as alternate members of any such committee, who may replace any
absent or disqualified member at any meeting of such committee.  In the absence
or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board
to act at the meeting in place of any such absent or disqualified member.  Any
such committee, to the extent provided in the resolution of the Board, shall
have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it;
but no such committee (including the Executive Committee) shall have power or
authority in reference to amending the Restated Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of dissolution, removing,
replacing or indemnifying directors or amending these By-Laws; and, unless the
resolution expressly so provided, no such committee (including the Executive
Committee) shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

     Section 10.  Unless the Board of Directors or these By-Laws otherwise
provides, each committee designated by the Board may make, alter and repeal
rules for the conduct of its business.  In the absence of a provision by the
Board or a provision in these By-Laws or the rules of such committee to the
contrary, a majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of business, the vote
of a majority of the members present at a meeting at the time of such vote if a
quorum is then present  shall be the act of such committee, and in other
respects each committee shall conduct its business in the same manner as the
Board conducts its business pursuant to Article IV of these By-Laws.

     Section 11.  All committees of the Board of Directors shall keep regular
minutes of their proceedings and report same to the Board at the next Board
meeting.

                                   ARTICLE V

                                    Officers

     Section 1.  As soon as practicable after the annual meeting of
stockholders in each year, the Board of Directors shall elect a President and a
Secretary, and the Board of Directors may, if it so determines, elect from
among its members a Chairman of the Board and a Vice Chairman of the Board.
The Board may also elect one or more Vice Presidents, one or more Assistant
Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more
Assistant Treasurers, a Controller and one or more Assistant Controllers and
may give any of them such further designations or alternate titles as it
considers desirable.  The Board of


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Directors may also elect such other officers as it may deem necessary.  Each
officer shall hold office until the first meeting of the Board of Directors
after the annual meeting of stockholders next succeeding his election, and
until his successor is elected and qualified or until his earlier resignation
or removal.  Any officer may resign at any time upon written notice to the
Board of Directors or to the President or the Secretary of the Corporation.
Such resignation shall take effect at the time specified therein, and unless
otherwise specified therein no acceptance of such resignation shall be
necessary to make it effective.  The Board of Directors may remove any officer
with or without cause at any time.  Any such removal shall be without prejudice
to the contractual rights of such officer, if any, with the Corporation, but
the election or appointment of an officer shall not of itself create
contractual rights.  Any number of offices may be held by the same person.  Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled for the unexpired portion of the term by the
Board of Directors at any regular or special meeting of the Board.

     Section 2.  The officers of the Corporation shall have such powers and
duties in the management of the Corporation as may be prescribed by the Board
of Directors and, to the extent not so provided, as generally pertain to their
respective offices, subject to the control of the Board of Directors.  The
Board may require any officer, agent or employee to give security for the
faithful performance of his duties.


                                   ARTICLE VI

             Indemnification of Officers, Directors, and Employees

     Section 1.  (a)  The Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.


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     (b) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     (c) To the extent that a director, officer, employee or agent of the
Corporation or any person serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b), or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.

     (d) Any indemnification under subsections (a) and (b) (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subsections (a) and (b).  Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.  Any determination made by the Board of
Directors under this by-law shall be final and conclusive on all persons
whomsoever.

     (e) Expenses incurred defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
Corporation.


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     (f) The indemnification and advancement of expenses provided by or granted
pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, vote of stockholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.

     (g) The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status, as
such, whether or not such person would be entitled to indemnification against
such liability under the provisions of this by-law.

     (h) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                                  ARTICLE VII

                           Stock and Transfers, etc.

     Section 1.  The certificates of stock of the Corporation shall be numbered
and shall be entered in the books of the Corporation as they are issued.  They
shall exhibit the holder's name and number of shares and shall be signed by the
Chairman of the Board, Vice-Chairman of the Board, President, or a
Vice-President, and by the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary.

     They shall also be countersigned by a financial institution designated by
the Board as Registrar, and by either a financial institution designated by the
Board or this Corporation acting through a person or persons designated by the
Board, as Transfer Agent of the Corporation.

     Any signature as required in this Section 1 may be by facsimile signature,
provided that the signature by either the Registrar or Transfer Agent shall be
a manual signature.

     Fractional shares shall not be issued.


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                               Transfers of Stock

     Section 2.  Transfers of stock shall be made on the books of the
Corporation only by the person named in the certificate or by his attorney,
lawfully constituted in writing, and upon surrender of the certificate
therefor.

                Closing of Transfer Books or Fixing Record Date

     Section 3.  The Board of Directors may fix in advance a date, not
exceeding 60 days preceding the date of any meeting of stockholders, or the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to
exercise the rights with respect of any such change, conversion or exchange of
capital stock, or to give such consent, and in such case such stockholders and
only such stockholders as shall be stockholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as
the case may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.

                            Registered Stockholders

     Section 4.  The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, except as expressly provided by the laws
of Delaware.

                               Lost Certificates

     Section 5.  Any person claiming a certificate of stock to be lost or
destroyed shall make an affidavit or affirmation of that fact and advertise the
same in such manner as the Board of Directors may require, and shall, if the
Board of Directors so requires, give the Corporation a bond of indemnity, in
form and with one or more sureties satisfactory to the Board, in at least
double the value of the stock represented by said certificate, whereupon a new
certificate may be issued of the same tenor and for the same number of shares
as the one alleged to be lost or destroyed.


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                                  ARTICLE VIII

                                   Dividends

     Dividends upon the Common Stock of the Corporation may be declared by the
Board of Directors or (if the resolution creating the Executive Committee so
provides) by the Executive Committee at any regular or special meeting out of
any net profits or net assets of the Corporation legally available therefor.
Dividends on the outstanding Common Stock may be declared for a period not to
exceed twelve (12) months in advance of such dividend.

     Before payment of any dividend or making any distribution of profits,
there may be set aside out of the surplus or net profits of the Corporation
such sum or sums as the Board of Directors from time to time, in its absolute
discretion, thinks proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Board of Directors shall think
conducive to the interests of the Corporation.

                                   ARTICLE IX

                                 Miscellaneous

                                   Vacancies

     Section 1.  Except as otherwise provided in the Restated Certificate of
Incorporation, if the office of any director, or of any officer or agent, one
or more, becomes vacant by reason of death, resignation, retirement,
disqualification, removal from office, or otherwise, the directors then in
office, although less than a quorum, by a majority vote, may choose a successor
or successors who shall hold office for the unexpired term in respect of which
such vacancy occurred.

     Newly created directorships resulting from any increase in the authorized
number of directors may be filled by the directors then in office, although
less than  quorum, by a majority vote, and persons so designated to fill such
newly created directorships shall hold office until the annual meeting of
stockholders next succeeding their election and until their successors are
elected and qualified, or until their earlier resignation or removal.


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                              Inspection of Books

     Section 2.  The Board of Directors shall determine from time to time
whether, and if allowed, when and under what conditions and regulations, the
accounts and books of the Corporation (except such as may by statute be
specifically open to inspection) or any of them, shall be open to the
inspection of the stockholders, and the stockholders' rights in this respect
are and shall be restricted and limited accordingly.

                                     Checks

     Section 3.  All checks, drafts, or other demands for money, made by the
Corporation may be signed or endorsed as the case may be by such officer or
officers or agents as the Board of Directors may from time to time designate.

                           Notes and Negotiable Paper

     Section 4.  All notes and negotiable papers (except checks and drafts)
shall be signed or endorsed, as the case may be, by the Chairman of the Board,
the President, and such other officers designated by the Board of Directors,
and countersigned by the Secretary or an Assistant Secretary, or the Treasurer
or an Assistant Treasurer, and may be endorsed by any one of said officers, but
such endorsement shall require no countersignature; and all acceptances may be
made, endorsed or accepted by any one of said officers so designated.

                                    Notices

     Section 5.  Whenever, under the provisions of these By-Laws, notice is
required to be given to any director, officer or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, by depositing the same in the post office or letter box, in a postpaid
sealed wrapper, addressed to such director, officer or stockholder, and such
notice shall be deemed to be given at the time when the same shall be thus
mailed; provided, however, that notice given under Section 6 of Article IV
shall be deemed to be given at the time received.

     Any stockholder, director, or officer may waive any notice required to be
given under these By-Laws.


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                                   Amendments

     Section 6.  These By-Laws may be altered or amended by the affirmative
vote of the holders of a majority of the Common Stock issued and outstanding at
any regular or special meeting of the stockholders if notice of the proposed
alteration or amendment be contained in the notice of the meeting, or by the
affirmative vote of a majority of the Board of Directors; provided, that no
amendment with respect to the time or place for the election of directors shall
be made within sixty days next before the day on which such election is to be
held, and that a notice of any such change of time or place shall be given to
each stockholder twenty days before the election is held, in person or by
notice or letter mailed to his last known post office address.




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