CERTIFICATE OF AMENDMENT

OF

THE CERTIFICATE OF INCORPORATION

OF

THE TALBOTS, INC.

(Pursuant to Section 242 of the Delaware General Corporation Law)

                     The undersigned hereby certify the following:

                     1.  The name of the corporation is THE TALBOTS, INC.

                     2.   The Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on October 23, 1989. Certificates of Amendment of the corporation were filed with the Secretary of State of the State of Delaware on November 5, 1993 and also on May 26, 2000.

                     3.  Article FOURTH of the Certificate of Incorporation is hereby amended as follows to increase the number of shares from the presently authorized 100 million shares of Common Stock, par value $.01 per share, to 200 million shares of Common Stock, par value $.01 per share.

FOURTH: The total number of shares which the corporation shall have authority to issue
is 200 million shares of Common Stock, and the par value of each such share is $.01.

                     4.  The foregoing amendment of the Certificate of Incorporation was authorized by vote of the Board of Directors of the corporation and by vote of the holders of a majority of all outstanding shares entitled to vote thereon.

                    IN WITNESS WHEREOF, we have subscribed this document on May 24, 2001, and do hereby affirm, under the penalties of perjury, that the statements contained herein have been examined by us and are true and correct.

EDWARD L. LARSEN

_______________________________________
Edward L. Larsen, Senior Vice
President, Finance and Chief Financial Officer

RICHARD T. O'CONNELL

_____________________________________
Richard T. O'Connell, Jr., Secretary