SC 14D1/A

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                AMENDMENT NO. 6
                                      to
                                SCHEDULE 14D-1

                            TENDER OFFER STATEMENT
                      PURSUANT TO SECTION 14(d)(1) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934
                                      AND
                                 SCHEDULE 13D
                  UNDER THE SECURITIES EXCHANGE ACT OF 1934 
                                       
                              BAILEY CORPORATION
                           (Name of Subject Company)

                            VEMCO ACQUISITION CORP.
                            VENTURE HOLDINGS TRUST
                     (Name of Person(s) Filing Statement)

                    COMMON STOCK, Par Value $0.10 PER SHARE
                        (Title of Class of Securities)

                                  056 771306
                     (CUSIP Number of Class of Securities)

                              Michael G. Torakis
                          33662 James J. Pompo Drive
                                 P.O. Box 278
                         Fraser, Michigan   48026-0278
                                (810) 296-8851
           (Name, address and telephone number of person authorized
                   to receive notice and communications on 
                   behalf of the person(s) filing statement)

                                with a copy to:
                              Paul R. Rentenbach
                              Dykema Gossett PLLC
                            400 Renaissance Center
                            Detroit, MI 48243-1668
                                (313) 568-6973

         Venture Holdings Trust, a grantor trust ("Parent"), and Vemco
Acquisition Corp., a Delaware corporation formed by Parent (the
"Purchaser"), hereby further amend and supplement their Statement on
Schedule 14D-1 ("Schedule 14D-1"), filed with the Securities and Exchange
Commission (the "Commission") on June 11, 1996, with respect to the
Purchaser's offer to purchase all outstanding shares of common stock, par
value $.10 per share (the "Common Stock"), of Bailey Corporation, a Delaware
corporation (the "Company"), and the associated common stock purchase rights
issued pursuant to the Rights Agreement, dated as of September 28, 1995, as
amended, between the Company and State Street Bank & Trust Company, as
Rights Agent (the "Rights" and, together with the Common Stock, the
"Shares"), at a price of $8.75 per Share, net to the seller in cash, without
interest thereon.  This amendment to Schedule 14D-1 also constitutes an
amendment and supplement to Schedule 13D with respect to the acquisition by
the Purchaser and Parent of beneficial ownership of the Shares subject to
the Tender and Option Agreement (as defined in the original statement), so
far as such information is required by Schedule 13D.  The item numbers and
responses thereto below are in accordance with the requirements of Schedule
14D-1.

ITEM 10.  ADDITIONAL INFORMATION.

         The information set forth in Item 10(f) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:

         On August 5, 1996, Vemco Acquisition Corp. issued a press release, a
copy of which is attached hereto as Exhibit (a)(18) and is incorporated
herein by reference, relating to the extension of the Offer until 6:00 p.m.
on Friday, August 9, 1996.

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

(a)(18)  Text of Press Release, dated August 5, 1996, issued by Vemco
Acquisition Corp.


                                   SIGNATURE
 
         After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
 
Dated: August 5, 1996

                                     VEMCO ACQUISITION CORP.


                                     By: /S/ James E. Butler, Jr.
                                         ------------------------------
                                         James E. Butler, Jr., Treasurer


                                     VENTURE HOLDINGS TRUST


                                     By: /S/ James E. Butler, Jr.
                                         -------------------------------
                                         James E. Butler, Jr., Treasurer

                                 EXHIBIT INDEX


Exhibit No.      Description
- --------------   --------------
(a)(18)  Text of Press Release, dated August 5, 1996, issued by Vemco
         Acquisition Corp.

EX-99.A18

Exhibit (a)(18)
CONTACTS:
James E. Butler
Venture Industries
(810) 790-4708

Grace Protos
MacKenzie Partners, Inc.
(212) 929-5500

FOR IMMEDIATE RELEASE:

                    VEMCO ACQUISITION CORP. FURTHER EXTENDS
                      TENDER OFFER FOR BAILEY CORPORATION


FRASER, MI, August 5, 1996 -- Vemco Acquisition Corp. ("Vemco") announced
today that it has further extended its offer to purchase all of the shares
of Bailey Corporation (NASDAQ: BAIB) until 6:00 p.m. (New York City time) on
Friday, August 9, 1996.  The offer was scheduled to expire at 6:00 p.m. on
August 2, 1996, after having been extended previously, most recently on July
26,1996 to allow Vemco's parent, Venture Holdings Trust ("Holdings") to
finalize the financing source, NBD Bank, to remove objections to the
financing raised by certain holders (the "Noteholders") of Holdings' 9-3/4%
Senior Subordinated Notes due 2004 (the "Venture Notes").

Vemco reported that Holdings has obtained the consents of Noteholders
holding in excess of a majority of the principal amount of the Venture Notes
outstanding, pursuant to which the objections of such Noteholders have been
satisfied.  As previously reported, Holdings is seeking an additional $20
million in principal amount of the Venture Notes, pro rata, at the price of
95% of par, plus accrued interest, as it is required to do so pursuant to
its agreement with Noteholders.

Vemco also reported progress in its negotiations with NBD Bank, which have
resulted in preliminary agreement on the possible terms of the financing
necessary to complete the offer and fund the arrangements with the
Noteholders, subject to the requisite committee approvals.  Holdings remains
optimistic that it will come to terms with NBD Bank, although it cannot
predict at present when it will reach agreement with NBD Bank.  Therefore,
Vemco reported that a further extension of its offer to acquire the Bailey
shares may be necessary.

Vemco commenced its offer to purchase all outstanding shares of Bailey at a
price $8.75 per share, net to the seller in cash, without interest, on June
11, 1996.  As of 6:00 p.m. on August 2, 1996, 5,257,969 shares of Bailey had
been tendered and not withdrawn (including 281,691 shares subject to
guaranteed delivery procedures).  The tendered shares constitute
approximately 98% of the total outstanding shares of Bailey's common stock.

MacKenzie Partners, Inc., is acting as Information Agent for the offer.