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                                    BY-LAWS

                                       OF

                            THE WARNACO GROUP, INC.

                     (hereinafter called the "Corporation")

                                   ARTICLE I

                                    OFFICES

     SECTION 1.  REGISTERED  OFFICE.  The registered  office of the  Corporation
shall be in the City of Dover, County of Kent, State of Delaware.

     SECTION 2. OTHER  OFFICES.  The  Corporation  may also have offices at such
other  places  both  within and  without  the State of  Delaware as the Board of
Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION  1.  PLACE  OF  MEETINGS.  Meetings  of the  stockholders  for  the
election of directors or for any other  purpose  shall be held at such time  and
place,  either  within or without the State of  Delaware as shall be  designated
from  time to time by the Board of  Directors  and  stated in the  notice of the
meeting or in a duly executed waiver of notice thereof.

     SECTION 2. ANNUAL MEETINGS.  Annual meetings of stockholders  shall be held
on such  date and at such time as shall be  designated  from time to time by the
Board of Directors  and stated in the notice of the meeting,  at which  meetings
the  stockholders  shall elect by a  plurality  vote a Board of  Directors,  and
transact  such other  business as may properly be brought  before the meeting in
accordance with these By-laws.  Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each stockholder  entitled
to vote at such  meeting  not less than ten nor more than sixty days  before the
date of the meeting.










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     SECTION 3. SPECIAL  MEETINGS.  Special  meetings of  stockholders,  for any
purpose or purposes,  may be called by the Board of  Directors,  the Chairman of
the Board of Directors,  or the President.  Special meetings of stockholders may
not be called  by any  other  person  or  persons.  Written  notice of a special
meeting  stating  the place,  date and hour of the  meeting  and the  purpose or
purposes  for which the  meeting is called  shall be given not less than ten nor
more than sixty days before the date of the meeting to each stockholder entitled
to vote at such  meeting,  and only such  business  as is stated in such  notice
shall be acted upon thereat.

     SECTION 4. BUSINESS AT ANNUAL MEETINGS. No business may be transacted at an
annual meeting of stockholders, other than business that is either (a) specified
in the  notice  of  meeting  (or  any  supplement  thereto)  given  by or at the
direction of the Board of Directors (or any duly authorized  committee thereof),
(b) otherwise  properly brought before the annual meeting by or at the direction
of the Board of  Directors  (or any duly  authorized  committee  thereof) or (c)
otherwise  properly  brought before the annual meeting by any stockholder of the
Corporation  (i) who is a stockholder of record on the date of the giving of the
notice  provided  for  in  this  Section  4 and  on  the  record  date  for  the
determination of stockholders  entitled to vote at such annual meeting, and (ii)
who complies with the notice procedures set forth in this Section 4.

     In  addition  to any other  applicable  requirements,  for  business  to be
properly  brought before an annual meeting by a  stockholder,  such  stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

     To be timely, a stockholder's  notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation (x)
in the case of the 1992 annual meeting of  Stockholders,  March 2, 1992; and (y)
in the case of the 1993 annual  meeting of  Stockholders  and any annual meeting
thereafter not less than sixty (60) days nor more than ninety (90) days prior to
the   anniversary   date  of  the  immediately   preceding   annual  meeting  of
stockholders;  provided,  however,  that in the event that the annual meeting is
called  for a date that is not  within  thirty  (30) days  before or after  such
anniversary date, notice by the stockholder in


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order  to be timely must be so received  not later than the close of business on
the tenth (10th) day following the day on  which such notice of the date of  the
annual  meeting was mailed or  such public disclosure of  the date of the annual
meeting was made, whichever first occurs.
 
     To be in proper written form, a stockholder's notice to the Secretary  must
set forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual  meeting  and the  reasons  for conducting  such  business at  the annual
meeting, (ii) the name and record  address of such stockholder, (iii) the  class
or  series and number  of shares of  capital stock of  the Corporation which are
owned beneficially or of record by  such stockholder, (iv) a description of  all
arrangements  or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such  stockholder and  any  material interest  of  such stockholder  in  such
business  and (v)  a representation that  such stockholder intends  to appear in
person or by  proxy at  the annual  meeting to  bring such  business before  the
meeting.
 
     No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth  in  this  Section 4,  provided,  however,  that, once  business  has been
properly brought before the annual  meeting in accordance with such  procedures,
nothing  in  this  Section 4  shall  be  deemed to  preclude  discussion  by any
stockholder of  any  such  business.  If  the  Chairman  of  an  annual  meeting
determines  that business was not properly  brought before the annual meeting in
accordance with  the foregoing  procedures, the  Chairman shall  declare to  the
meeting  that the business was not properly  brought before the meeting and such
business shall not be transacted.
 
     SECTION 5. QUORUM. Except as otherwise  provided by law or by the  Restated
Certificate  of Incorporation,  the holders of  a majority of  the capital stock
issued and  outstanding and  entitled  to vote  thereat,  present in  person  or
represented  by  proxy,  shall  constitute  a  quorum  at  all  meetings  of the
stockholders for the transaction of business. If, however, such quorum shall not
be present or represented at any meeting of the
 
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stockholders, the stockholders entitled  to vote thereat,  present in person  or
represented by proxy, shall have power to adjourn the meeting from time to time,
without  notice other than announcement at the  meeting, until a quorum shall be
present or represented.  At such adjourned  meeting at which  a quorum shall  be
present  or represented,  any business may  be transacted which  might have been
transacted at the meeting as originally noticed. If the adjournment is for  more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned  meeting, a  notice of  the adjourned meeting  shall be  given to each
stockholder entitled to vote at the meeting.
 
SECTION 6 . VOTING. Unless otherwise  required by law, the Restated  Certificate
of  Incorporation or these  By-laws, any question brought  before any meeting of
stockholders shall be decided by  the vote of the holders  of a majority of  the
stock represented and entitled to vote thereat. Unless otherwise provided in the
Restated Certificate of Incorporation, each stockholder represented at a meeting
of stockholders shall be entitled to cast one vote for each share of the capital
stock entitled to vote thereat held by such stockholder. The Board of Directors,
in its discretion, or  the officer of the  Corporation  presiding  at a  meeting
of stockholders,  in his  discretion,  may require that any  votes  cast at such
meeting shall be cast by written ballot.
 
SECTION 7. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer of the Corporation
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 the 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,  for  any  purpose germane  to  the  meeting,  during ordinary
business hours, for a period of at  least ten days prior to the meeting,  either
at a place within the city where the meeting is to be held, which place shall be
specified  in the notice of  the meeting, or, if not  so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and  place  of the  meeting  during the  whole  time thereof,  and  may  be
inspected by any stockholder of the Corporation who is present.
 
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     SECTION  8. STOCK LEDGER. The stock ledger  of the Corporation shall be the
only evidence  as to  who are  the stockholders  entitled to  examine the  stock
ledger,  the list required by Section  7 of this Article II  or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.
 
     SECTION 9. PROXIES. At each  meeting of the stockholders, each  stockholder
having  the right to vote may vote in  person or may authorize another person or
persons to act for him 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. All proxies must
be filed with the Secretary of the corporation at the beginning of each  meeting
in order to be counted in any vote at the meeting.
 
                                  ARTICLE III
 
                                   DIRECTORS
 
     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. Subject to the rights, if any,
of  holders of preferred stock of the  Corporation, the Board of Directors shall
consist of not less than three nor more than seven members, the exact number  of
which  shall be  fixed from time  to time by  the Board of  Directors. Except as
provided in Section  3 of  this Article  III, directors  shall be  elected by  a
plurality  of  the  votes cast  at  Annual  Meetings of  Stockholders,  and each
director so  elected shall  hold office  as provided  by Article  EIGHTH of  the
Restated  Certificate of Incorporation. Any director may resign at any time upon
written notice to the Corporation. Directors need not be stockholders.
 
     SECTION 2.  NOMINATION OF  DIRECTORS.  Only persons  who are  nominated  in
accordance  with  the following  procedures shall  be  eligible for  election as
directors of  the  Corporation, except  as  may  be otherwise  provided  in  the
Restated  Certificate of  Incorporation of the  Corporation with  respect to the
right of holders of preferred stock of  the Corporation to nominate and elect  a
specified  number of directors in  certain circumstances. Nominations of persons
for election to  the Board of  Directors may be  made at any  annual meeting  of
stockholders, or at any special meeting of stockholders called for
 
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the  purpose of electing directors,  (a) by or at the  direction of the Board of
Directors (or any duly authorized committee  thereof) or (b) by any  stockholder
of  the Corporation (i) who is a stockholder of record on the date of the giving
of the notice  provided for in  this Section 2  and on the  record date for  the
determination  of stockholders  entitled to  vote at  such meeting  and (ii) who
complies with the notice procedures set forth in this Section 2.
 
     In addition to any  other applicable requirements, for  a nomination to  be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.
 
     To  be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation (a)
(i) in the case of the 1992  annual meeting of Stockholders, March 2, 1992;  and
(ii)  in the  case of  the 1993  annual meeting  of Stockholders  and any annual
meeting thereafter, not less than sixty (60) days nor more than ninety (90) days
prior to the  anniversary date of  the immediately preceding  annual meeting  of
stockholders;  provided, however, that  in the event that  the annual meeting is
called for a  date that  is not  within thirty (30)  days before  or after  such
anniversary  date, notice by  the stockholder in  order to be  timely must be so
received not later than the close of business on the tenth (10th) day  following
the  day on which  such notice of the  date of the annual  meeting was mailed or
such public disclosure  of the date  of the annual  meeting was made,  whichever
first  occurs; and (b) in  the case of a  special meeting of stockholders called
for the purpose of electing directors, not  later than the close of business  on
the  tenth (10th)  day following  the day  on which  notice of  the date  of the
special meeting  was mailed  or public  disclosure of  the date  of the  special
meeting was made, whichever first occurs.
 
     To  be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to  each person whom the  stockholder proposes to nominate  for
election as a director (i) the name, age, business address and residence address
of  the person, (ii) the principal occupation or employment of the person, (iii)
the class or series  and number of  shares of capital  stock of the  Corporation
which are owned beneficially or of record
 
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by  the person and (iv) any other  information relating to the person that would
be required to be disclosed in a proxy statement or other filings required to be
made in  connection with  solicitations  of proxies  for election  of  directors
pursuant  to Section 14 of the Securities  Exchange Act of 1934, as amended (the
'Exchange Act'), and the rules  and regulations promulgated thereunder; and  (b)
as  to the stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and  number of shares of capital stock  of
the  Corporation which are owned beneficially  or of record by such stockholder,
(iii)  a  description  of  all  arrangements  or  understandings  between   such
stockholder and each proposed nominee and any other person or persons (including
their  names)  pursuant  to which  the  nomination(s)  are to  be  made  by such
stockholder, (iv) a representation  that such stockholder  intends to appear  in
person  or by proxy at  the meeting to nominate the  persons named in its notice
and (v)  any  other information  relating  to  such stockholder  that  would  be
required  to be disclosed in  a proxy statement or  other filings required to be
made in  connection with  solicitations  of proxies  for election  of  directors
pursuant  to  Section 14  of  the Exchange  Act  and the  rules  and regulations
promulgated thereunder. Such notice must be accompanied by a written consent  of
each  proposed nominee to being named as a nominee and to serve as a director if
elected.
 
No person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 2. If  the
Chairman  of the meeting determines that a nomination was not made in accordance
with the foregoing procedures,  the Chairman shall declare  to the meeting  that
the nomination was defective and such defective nomination shall be disregarded.
 
SECTION  3. VACANCIES. Vacancies and  newly created directorships resulting from
an increase in the authorized number of  directors, may be filled by a  majority
of  the  directors then  in office,  though less  than  a quorum,  or by  a sole
remaining director. Any director elected to fill a vacancy shall hold office for
a term that shall  coincide with the  term of the class  to which such  director
shall have been elected.
 
SECTION  4. DUTIES AND POWERS. The business and affairs of the Corporation shall
be managed by or
 
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under the direction of the Board of Directors which 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.
 
SECTION 5.  MEETINGS.  The  Board  of Directors  of  the  Corporation  may  hold
meetings,  both  regular and  special,  either within  or  without the  State of
Delaware. Regular meetings of the Board of Directors may be held without  notice
at  such time and at  such place as may  from time to time  be determined by the
Board of Directors. Special meetings of the Board of Directors may be called  by
the  Chairman of the Board  of Directors, the President or  by a majority of the
Board of  Directors. Notice  thereof stating  the place,  date and  hour of  the
meeting shall be given to each director either by mail not less than forty-eight
(48)  hours  before the  date of  the  meeting, or  personally or  by telephone,
telegram, telex, cable, facsimile transmission or similar means of communication
on twenty-four (24) hours' notice,  or on such shorter  notice as the person  or
persons   calling  such  meeting  may  deem  necessary  or  appropriate  in  the
circumstances.
 
SECTION 6. QUORUM; ACTION OF THE BOARD OF DIRECTORS. Except as may be  otherwise
specifically provided by law, the Restated Certificate of Incorporation or these
By-laws,  at all meetings  of the Board  of Directors, a  majority of the entire
Board of Directors shall 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.  If a quorum shall not be
present at any meeting of the Board of Directors, the directors present  thereat
may   adjourn  the  meeting  from  time  to  time,  without  notice  other  than
announcement at the meeting, until a quorum shall be present.
 
SECTION 7. ACTION  BY WRITTEN CONSENT.  Any action required  or permitted to  be
taken  at any meeting of the Board of  Directors or of any committee thereof may
be taken without  a meeting, if  all the members  of the Board  of Directors  or
committee,  as the case may  be, consent thereto in  writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors  or
committee.
 
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     SECTION  8. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Members of the Board
of Directors of  the Corporation, or  any committee designated  by the Board  of
Directors,  may  participate in  a meeting  of  the Board  of Directors  of such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each  other,
and  participation  in a  meeting pursuant  to this  Section 8  shall constitute
presence in person at such meeting.
 
     SECTION 9. COMMITTEES. The Board of Directors may, by resolution passed  by
a  majority of the entire Board of  Directors, designate one or more committees,
each committee to consist of  one or more of  the directors of the  Corporation.
The  Board of Directors may designate one or more directors as alternate members
of any  committee, who  may replace  any absent  or disqualified  member at  any
meeting of any such committee. In the absence or disqualification of a member of
a committee, and in the absence of a designation by the Board of Directors of an
alternate  member to  replace the absent  or disqualified member,  the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of  Directors to  act at the  meeting in  the place of  any absent  or
disqualified member. Any committee, to the extent allowed by law and provided in
the  resolution establishing such committee, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation. Unless the Board of Directors or such  committee
shall  otherwise provide, regular and special  meetings and other actions of any
shall be governed by the provisions  of this Article III applicable to  meetings
and actions of the Board of Directors. Each committee shall keep regular minutes
and report to the Board of Directors when required.
 
     SECTION  10. FEES AND COMPENSATION. Directors and members of committees may
receive such compensation, if  any, for their  services, and such  reimbursement
for  expenses, as may be fixed or determined  by the Board of Directors. No such
payment shall preclude any  director from serving the  Corporation in any  other
capacity and receiving compensation therefor.
 
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     SECTION  11. INTERESTED DIRECTORS.  No contract or  transaction between the
Corporation and  one  or more  of  its directors  or  officers, or  between  the
Corporation  and  any  other  corporation,  partnership,  association,  or other
organization in which one or more of its directors or officers are directors  or
officers,  or have a  financial interest, shall  be void or  voidable solely for
this reason,  or  solely  because the  director  or  officer is  present  at  or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted  for  such  purposes  if (a)  the  material  facts as  to  his  or their
relationship or interest and as to the contract or transaction are disclosed  or
are known to the Board of Directors or the committee, and the Board of Directors
or  committee  in  good faith  authorizes  the  contract or  transaction  by the
affirmative votes of a majority of the disinterested directors, even though  the
disinterested  directors be less than a quorum;  or (b) the material facts as to
his or their relationship or interest and as to the contract or transaction  are
disclosed  or are known  to the stockholders  entitled to vote  thereon, and the
contract or transaction is  specifically approved in good  faith by vote of  the
stockholders;  or (c) the contract or transaction  is fair as to the Corporation
as of  the  time  it is  authorized,  approved  or ratified,  by  the  Board  of
Directors,  a  committee  thereof  or  the  stockholders.  Common  or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board  of Directors  or of  a  committee which  authorizes the  contract  or
transaction.
 
                                   ARTICLE IV
 
                                    OFFICERS
 
     SECTION  1. GENERAL. The officers of the Corporation shall be chosen by the
Board of Directors  and shall be  a President,  one or more  Vice Presidents,  a
Secretary  and a Treasurer. The Board of  Directors, in its discretion, may also
choose a  Chairman of  the  Board of  Directors (who  must  be a  director)  and
Assistant  Secretaries, Assistant Treasurers and such other officers as it shall
deem necessary. Such officers as the Board of Directors may choose shall perform
such duties and have such powers as from time to time may be assigned to them by
the Board of Directors. The Board of Directors may
 
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delegate  to any other officer of the Corporation the power to choose such other
officers and to  prescribe their  respective duties  and powers.  Any number  of
offices  may be held by the same person, unless otherwise prohibited by law, the
Restated Certificate  of  Incorporation or  these  By-laws. The officers  of the
Corporation  need not be stockholders of the Corporation nor, except in the case
of the Chairman of the  Board of Directors, need  such officers be directors  of
the Corporation.
 
     SECTION 2. ELECTION. The Board of Directors at its first meeting held after
each Annual Meeting of Stockholders shall elect the officers of the Corporation,
who  shall be subject  to the control of  the Board of  Directors and shall hold
their offices for  such terms and  shall exercise such  powers and perform  such
duties  as shall be determined from time to  time by the Board of Directors, and
all officers of  the Corporation shall  hold office until  their successors  are
chosen and qualified, or until their earlier resignation or removal. Any officer
elected  by the Board  of Directors may be  removed at any time  by the Board of
Directors with  or without  cause. Any  vacancy occurring in any  office of  the
Corporation  shall be  filled by  the Board  of Directors.  The salaries  of all
officers of the Corporation shall be fixed by the Board of Directors.
 
     SECTION 3. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of  attorney,
proxies,  waivers of notice of meeting,  consents and other instruments relating
to securities owned by  the Corporation may  be executed in the  name of and  on
behalf  of the Corporation by  the President or any  Vice President and any such
officer may, in  the name of  and on behalf  of the Corporation,  take all  such
action  as any such officer may deem advisable  to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation  may
own  securities and at any such meeting  shall posssess and may exercise any and
all rights and power incident to the ownership of such securities and which,  as
the  owner  thereof,  the  Corporation might  have  exercised  and  possessed if
present. The Board  of Directors may,  by resolution, from  time to time  confer
like powers upon any other person or persons.
 
     SECTION  4. CHAIRMAN OF  THE BOARD. The  Chairman of the  Board, if such an
officer be elected, shall,
 
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if present, preside at all meetings of  the Board of Directors and exercise  and
perform  such other powers  and duties as may  be from time  to time assigned to
such officer by the Board of Directors or prescribed by these By-laws. If  there
is  no  president, the  Chairman of  the Board  shall in  addition be  the Chief
Executive Officer  of the  Corporation  and shall  have  the powers  and  duties
prescribed in Section 5 of this Article IV.
 
     SECTION 5. PRESIDENT. Subject to such supervisory powers, if any, as may be
given  by the Board of Directors to the  Chairman of the Board, if there be such
an  officer,  the  President  shall  be  the  Chief  Executive  Officer  of  the
Corporation  and shall, subject to  the control of the  Board of Directors, have
general supervision, direction and control of  the business and officers of  the
Corporation.  The President  shall preside at  all meetings  of the stockholders
and, in the absence of the  Chairman of the Board, or  if there be none, at  all
meetings  of the Board of Directors. The President shall have the general powers
and duties of  management usually vested  in the office  of President and  Chief
Executive  Officer of corporations, and shall  have such other powers and duties
as may be prescribed by the Board of Directors or these By-laws.
 
     SECTION 6. VICE PRESIDENTS. At the request, or in the absence or disability
of the President, the  Vice Presidents in  order of their rank  as fixed by  the
Board of Directors, or if not ranked, the Vice President designated by the Board
of  Directors, shall perform all the duties of the President, and when so acting
shall have all  the powers of and be subject  to all the  restrictions upon  the
President. The Vice Presidents shall have such other duties as from time to time
may be prescribed for them, respectively, by the Board of Directors.
 
     SECTION  7. SECRETARY AND  ASSISTANT SECRETARY. The  Secretary shall attend
all meetings of the Board of Directors and all meetings of  the stockholders and
record all  votes and the minutes of all proceedings in a  book to be  kept  for
that  purpose; and shall perform like duties for  the  standing committees  when
required by the  Board  of Directors.  The  Secretary shall  give,  or cause  to
be given,  notice  of  all  meetings  of  the stockholders  and of the Board  of
Directors, and shall  perform such  other  duties as  may be  prescribed by  the
Board  of Directors  or these By-laws. The Secretary shall keep in safe  custody
 
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the  seal of  the Corporation,  and when authorized  by the  Board of Directors,
affix the same to any instrument requiring  it, and when so affixed it shall  be
attested  by his signature  or by the  signature of an  Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix  the
seal of the Corporation and to attest the affixing by such officer's signature.
 
     The  Assistant  Secretary,  or  if there  be  more  than one, the Assistant
Secretaries in the order determined by the Board of Directors, or if there be no
such  determination,  the  Assistant  Secretary  designated  by  the   Board  of
Directors, shall,  in the absence  or disability of  the Secretary, perform  the
duties and exercise the powers  of the Secretary  and shall perform  such  other
duties  and  have   such   other  powers  as the  Board  of  Directors may  from
time  to time prescribe.
 
     SECTION 8. TREASURER AND ASSISTANT TREASURER. The Treasurer shall have  the
custody  of the corporate funds and securities  and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all  moneys, and other  valuable effects  in the name  and to  the
credit  of the  Corporation, in  such depositories as  may be  designated by the
Board of Directors. The Treasurer shall disburse the funds of the Corporation as
may be  ordered by  the Board  of  Directors, taking  proper vouchers  for  such
disbursements,  and  shall render  to  the Board  of  Directors, at  its regular
meetings, or when  the Board of  Directors so  requires, an account  of all  his
transactions  as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors,  the Treasurer shall give the Corporation  a
bond,  in such sum and with such surety  or sureties as shall be satisfactory to
the Board of Directors, for the faithful performance of the duties of his office
and for the restoration to the  Corporation, in case of his death,  resignation,
retirement  or removal  from office, of  all books, papers,  vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the Corporation.
 
     The Assistant Treasurer, or if there shall be more than one, the  Assistant
Treasurers  in the order determined by the Board of Directors, or if there be no
such  determination,  the  Assistant  Treasurer  designated  by  the  Board   of
Directors,  shall, in  the absence or  disability of the  Treasurer, perform the
duties and exercise the
 
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powers of the Treasurer and shall perform such other duties and have such  other
powers as the Board of Directors may from time to time prescribe.
 
                                   ARTICLE V
                                     STOCK
 
     SECTION  1. FORM OF CERTIFICATES. Every  holder of stock in the Corporation
shall be entitled to have a certificate  signed, in the name of the  Corporation
(a) by the Chairman of the Board of Directors, the President or a Vice President
and  (b) by  the Treasurer  or an  Assistant Treasurer,  or the  Secretary or an
Assistant Secretary of the Corporation, certifying the number of shares owned by
him in the Corporation.
 
     SECTION 2.  SIGNATURES.  Where a  certificate  is countersigned  by  (a)  a
transfer  agent other than  the Corporation or  its employee or  (b) a registrar
other than  the  Corporation  or  its  employee,  any  other  signature  on  the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who  has signed or whose facsimile signature  has been placed upon a certificate
shall have ceased to  be such officer, transfer  agent or registrar before  such
certificate  is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
 
     SECTION 3.  LOST CERTIFICATES.  The Board  of Directors  may direct  a  new
certificate  to be issued in place of  any certificate theretofore issued by the
Corporation alleged to have been lost,  stolen or destroyed, upon the making  of
an  affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in  its discretion and as  a condition precedent to  the
issuance   thereof,  require  the  owner  of  such  lost,  stolen  or  destroyed
certificate, or his legal representative, to  advertise the same in such  manner
as the Board of Directors shall require and/or to give the Corporation a bond in
such  sum as  it may  direct as  indemnity against  any claim  that may  be made
against the Corporation  with respect to  the certificate alleged  to have  been
lost, stolen or destroyed.
 
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     SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the
manner  prescribed by law and in these By-laws. 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  the surrender of the
certificate therefor, which shall be cancelled before a new certificate shall be
issued.
 
     SECTION 5. RECORD  DATE. In order  that the Corporation  may determine  the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights,  or entitled to exercise any rights  in
respect  of any change, conversion  or exchange of stock,  or for the purpose of
any other lawful action, the  Board of Directors may  fix, in advance, a  record
date,  which shall not be more than sixty days nor less than ten days before the
date of such  meeting, nor more  than sixty days  prior to any  other action.  A
determination  of stockholders of record  entitled to notice of  or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
 
     SECTION  6.  BENEFICIAL  OWNERS.  The  Corporation  shall  be  entitled  to
recognize  the exclusive right of a person  registered on its books as the owner
of shares to receive dividends,  and to vote as such  owner, and to hold  liable
for  calls and  assessments a  person registered  on its  books as  the owner of
shares, and shall not be bound to  recognize any equitable or other claim to  or
interest in such share or shares on the part of any other person, whether or not
it  shall have express or other notice  thereof, except as otherwise provided by
law.
 
     SECTION 7. LEGEND.  If the Corporation  shall be authorized  to issue  more
than  one class  of stock  or more  than one  series of  any class,  the powers,
designations, preferences and relative, participating, optional or other special
rights of  each  class  of  stock  or  series  thereof  and  the  qualification,
limitations or restrictions of such preferences and/or rights shall be set forth
in  full  or  summarized  on the  face  or  back of  the  certificate  which the
Corporation shall issue  to represent such  class or series  of stock,  provided
that, except as otherwise provided in section 202 of the General Cor-
 
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poration  Law of Delaware, in  lieu of the foregoing  requirements, there may be
set forth on the  face or back  of the certificate  which the Corporation  shall
issue  to  represent  such  class  or series  of  stock,  a  statement  that the
corporation will furnish without charge to each stockholder who so requests  the
powers, designations, preferences and relative, participating, optional or other
special  rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
 
                                   ARTICLE VI
 
                                    NOTICES
 
     SECTION 1.  NOTICES.  Whenever  written  notice is  required  by  law,  the
Restated  Certificate  of Incorporation  or these  By-laws, to  be given  to any
director or stockholder,  such notice may  be given by  mail, addressed to  such
director  or stockholder,  at his address  as it  appears on the  records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when  the same shall be deposited  in the United States  mail.
Written  notice may  also be  given personally or  by telegram,  telex, cable or
facsimile transmission.
 
     SECTION 2. WAIVERS OF NOTICE. Whenever  any notice is required by law,  the
Restated  Certificate  of Incorporation  or these  By-laws, to  be given  to any
director or stockholder, a waiver thereof  in writing, signed, by the person  or
persons  entitled  to  said notice,  whether  before  or after  the  time stated
therein, shall be deemed equivalent thereto.
 
                                  ARTICLE VII
 
                               GENERAL PROVISIONS
 
     SECTION 1. DIVIDENDS. Dividends upon the capital stock of the  Corporation,
subject  to the provisions of the Restated Certificate of Incorporation, if any,
may be declared  by the Board  of Directors  at any regular  or special  meeting
pursuant  to law.  Dividends may be  paid in cash,  in property or  in shares of
capital
 
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stock.  Before payment of any dividend, there may  be set aside out of any funds
of the Corporation  available for dividends  such sum  or sums as  the Board  of
Directors  from time  to time,  in its  absolute discretion,  deems proper  as a
reserve or reserves to meet contingencies,  or for equalizing dividends, or  for
repairing  or maintaining  any property  of the  Corporation, or  for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.
 
     SECTION 2. DISBURSEMENTS. All checks or demands for money and notes of  the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
 
     SECTION 3. FISCAL YEAR. The fiscal  year of the Corporation shall be  fixed
by resolution of the Board of Directors.
 
     SECTION  4. CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name  of  the  Corporation, the  year  of  its organization  and  the  words
'Corporate  Seal, Delaware'. The seal  may be used by  causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
 
                                  ARTICLE VIII
 
                                INDEMNIFICATION
 
     The Corporation  shall  indemnify  to  the  fullest  extent  authorized  or
permitted  by law (as now or hereafter in effect) any person made, or threatened
to be made, a defendant  or witness to any  action, suit or proceeding  (whether
civil  or criminal or otherwise) by reason of  the fact that he, his testator or
intestate, is or was a director,  officer, employee or agent of the  Corporation
or  by reason of the fact that such director, officer, employee or agent, at the
request  of  the  Corporation,  is   or  was  serving  any  other   corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, in
any  capacity. Notwithstanding  anything contained in  this Article  VIII to the
contrary, except  for  proceedings to  enforce  rights to  indemnification,  the
Corporation  shall  not be  obligated to  indemnify any  director or  officer in
connection with a proceeding (or part  thereof) initiated by such person  unless
such pro-
 
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ceeding  (or  part thereof)  was  authorized or  consented  to by  the  Board of
Directors. Any repeal or modification of  this Article VIII shall not  adversely
affect any rights to indemnification existing pursuant to this Article VIII with
respect to any acts or omissions occurring prior to such repeal or modification.
 
                                   ARTICLE IX
 
                                   AMENDMENTS
 
     These  By-laws may be altered, amended or repealed, in whole or in part, or
new By-laws may be  adopted by the  stockholders or by  the Board of  Directors,
provided, however, that notice of such alteration, amendment, repeal or adoption
of  new By-Laws be  contained in the  notice of such  meeting of stockholders or
Board of Directors as the case may  be. All such amendments must be approved  by
either  the holders of a  majority of the outstanding  capital stock entitled to
vote thereon or by the Board of Directors.
 
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                                AMENDMENT TO THE
                                    BY-LAWS
                                       OF
                            THE WARNACO GROUP, INC.
 
     At  a duly called  meeting of the  Board of Directors  (the 'Board') of The
Warnaco Group, Inc. (the 'Corporation') held  on January 9, 1997, the  following
amendment  to the  By-laws of  the Corporation was  approved and  adopted by the
Board:
 
     RESOLVED, that  the  first  sentence  of Article  III,  Section  1  of  the
Corporation's  By-laws be, and hereby is, amended to read in its entirety as set
forth below:
 
            'Subject to the rights, if any, of holders of preferred stock of the
            Corporation, the Board of Directors  shall consist of not less  than
            five  nor more than twelve members,  the exact number of which shall
            be fixed from time to time by the Board of Directors.'
 
                                          /s/ STANLEY P. SILVERSTEIN
                                          .....................................
                                          STANLEY P. SILVERSTEIN
                                          Secretary

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