Exhibit 3.11

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          AUTHENTIC FITNESS CORPORATION

                  FIRST: The name of the Corporation is Authentic Fitness
Corporation (hereinafter the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1013 Centre Road, in the City of
Wilmington, County of New Castle. The name of its registered agent at that
address is Corporation Service Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

                  FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 1000 shares of Common Stock, each
having a par value of one penny ($.01).

                  FIFTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

                  (1) The business and affairs of the Corporation shall be
         managed by or under the direction of the Board of Directors.

                  (2) The directors shall have concurrent power with the
         stockholders to make, alter, amend, change, add to or repeal the
         By-Laws of the Corporation.

                  (3) The number of directors of the Corporation shall be as
         from time to time fixed by, or in the manner provided in, the By-Laws
         of the Corporation. Election of directors need not be by written ballot
         unless the By-Laws so provide.








                  (4) No director shall be personally liable to the Corporation
         or any of its stockholders for monetary damages for breach of fiduciary
         duty as a director, except for liability (i) for any breach of the
         director's duty of loyalty to the Corporation or its stockholders, (ii)
         for acts or omissions not in good faith or which involve intentional
         misconduct or a knowing violation of law, (iii) pursuant to Section 174
         of the GCL or (iv) for any transaction from which the director derived
         an improper personal benefit. Any repeal or modification of this
         Article FIFTH by the stockholders of the Corporation shall not
         adversely affect any right or protection of a director of the
         Corporation existing at the time of such repeal or modification with
         respect to acts or omissions occurring prior to such repeal or
         modification.

                  (5) In addition to the powers and authority hereinbefore or by
         statute expressly conferred upon them, the directors are hereby
         empowered to exercise all such powers and do all such acts and things
         as may be exercised or done by the Corporation, subject, nevertheless,
         to the provisions of the GCL, this Restated Certificate of
         Incorporation, and any By-Laws adopted by the stockholders; provided,
         however, that no By-Laws hereafter adopted by the stockholders shall
         invalidate any prior act of the directors which would have been valid
         if such By-Laws had not been adopted.

                  SIXTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

                  SEVENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.