Exhibit 3.4


                                   COACH, INC.

                              ARTICLES OF AMENDMENT


                  Coach, Inc., a Maryland corporation (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

                  FIRST: The charter of the Corporation (the "Charter") as
currently in effect is hereby amended by deleting therefrom in its entirety
existing Section 6.1 of Article VI, and inserting in lieu thereof, the following
new Section 6.1 of Article VI:

                  Section 6.1 Authorized Shares. The Corporation has authority
         to issue 250,000,000 shares of Common Stock, $.01 par value per share
         ("Common Stock"), and 25,000,000 shares of Preferred Stock, $.01 par
         value per share ("Preferred Stock"). The aggregate par value of all
         authorized shares of stock having par value is $2,750,000. If shares of
         one class of stock are classified or reclassified into shares of
         another class of stock pursuant to this Article VI, the number of
         authorized shares of the former class shall be automatically decreased
         and the number of shares of the latter class shall be automatically
         increased, in each case by the number of shares so classified or
         reclassified, so that the aggregate number of shares of stock of all
         classes that the Corporation has authority to issue shall not be more
         than the total number of shares of stock set forth in the first
         sentence of this paragraph. The Board of Directors, without any action
         by the stockholders of the Corporation, may amend the charter to
         increase or decrease the aggregate number of shares of stock or the
         number of shares of stock of any class or series that the Corporation
         has authority to issue.

                  SECOND: The foregoing amendment to the Charter of the
Corporation was duly approved by the Board of Directors of the Corporation, all
in accordance with applicable sections of the Maryland General Corporation Law
and the Charter and Bylaws of the Corporation. No approval by the stockholders
of the Corporation is required by the Maryland General Corporation Law or the
Charter and Bylaws of the Corporation.

                  THIRD: The total number of shares of stock which the
Corporation had authority to issue immediately prior to this amendment was
150,000,000 shares, of which 125,000,000 shares were shares of Common Stock and
25,000,000 were shares of Preferred Stock. The aggregate par value of all shares
of stock having par value was $1,250,000.

                  FOURTH: The total number of shares of stock which the
Corporation has authority to issue pursuant to the foregoing amendment is
275,000,000 shares, of which 250,000,000 shares are shares of Common Stock and
25,000,000 shares are shares of Preferred Stock. The aggregate par value of all
authorized shares of stock having par value is $2,750,000.

                  FIFTH: The undersigned Chief Executive Officer of the
Corporation acknowledges these Articles of Amendment to be the corporate act of
the Corporation and, as to all matters or facts required to be verified under
oath, the undersigned Chief Executive Officer acknowledges that to the best of
his knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties of
perjury.

                  IN WITNESS WHEREOF, the Corporation has caused these Articles
of Amendment to be executed under seal in its name and on its behalf by its
Chief Executive Officer, and attested to by its Secretary, on this third day of
May, 2002.



                                            COACH, INC.


                                            By:  /s/ Lew Frankfort (SEAL)
                                                 ------------------------
                                                 Lew Frankfort
                                                 Chief Executive Officer


Attest:



By:      /s/ Carole P. Sadler
         --------------------
         Carole P. Sadler
         Secretary