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                                                                     Exhibit 3.4

                            CERTIFICATE OF OWNERSHIP
                                     MERGING
                               THE NATHAN COMPANY
                                      INTO
                             THE TIMBERLAND COMPANY
      (Pursuant to Section 253 of the General Corporation Law of Delaware)


     The Timberland Company, a corporation incorporated on the 20th day of
December, 1978, pursuant to the provisions of the General Corporation Law of the
State of Delaware does hereby certify that this corporation owns all of the
capital stock of The Nathan Company, a corporation organized under the laws of
the State of Delaware, and this corporation, by a resolution of all of the
directors consented to in writing and dated July 27, 1987, determined to and did
merge into itself said The Nathan Company, which resolution is in the following
words to wit:

     WHEREAS, this corporation owns all the outstanding stock of The Nathan
Company, a corporation organized and existing under the laws of the State of
Delaware ("Nathan"); and

     WHEREAS, this corporation desires to merge Nathan into itself and to be
possessed of all the estate, property, rights, privileges and franchises of
Nathan:

     NOW, THEREFORE, be it

     RESOLVED, that this corporation merge Nathan into itself, and it does
hereby merge Nathan into itself, and assumes all of its liabilities and
obligations; and

     FURTHER RESOLVED, that the president or a vice-president and the secretary,
assistant secretary or treasurer of this corporation be and they are hereby
authorized and directed to make and execute, under the corporate seal of this
corporation, a certificate of ownership setting forth a copy of the resolution
to merge Nathan into itself and to assume its liabilities and obligations, and
the date of adoption thereof, and to file the same in the office of the
Secretary of State of Delaware, and a certified copy thereof in the office of
the Recorder of Deeds of New Castle County; and

     FURTHER RESOLVED, that the officers of this corporation be and they hereby
are authorized and directed to do all acts and things whatsoever, whether within
or without the State of Delaware, which may be in any way necessary or desirable
to effect said merger, in every case the taking of such acts to be deemed
conclusively authorized by this resolution; and

     FURTHER RESOLVED, that this merger shall be effective on July 31, 1987.

     IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by its president and attested by its secretary, and its corporate seal to
be hereto affixed this 29th day of July, A.D., 1987.

                                         THE TIMBERLAND COMPANY


                                         By
                                           ------------------------------
                                           Sidney Swartz, President
Attest:


_______________________________
John E. Beard, Secretary