SC 14D1/A

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                AMENDMENT NO. 1
                                      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 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 June 11, 1996, Purchaser issued a press release, a copy of which
is attached hereto as Exhibit (a)(9) and is incorporated herein by
reference, relating to the commencement of the Offer.

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

(a)(13)  Text of Press Release, dated June 11, 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: June 14, 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)(13)        Text of Press Release, dated June 11, 1996, issued by         
      Vemco Acquisition Corp.

EX-99.(C)(13)

                                                          Exhibit (c)(13)

FOR IMMEDIATE RELEASE:

               VEMCO ACQUISITION CORP. COMMENCES $8.75 PER SHARE
                      TENDER OFFER FOR BAILEY CORPORATION


Fraser, Michigan, June 11, 1996 -- Vemco Acquisition Corp. ("Vemco"), a
corporation formed by Venture Holdings Trust ("Venture"), has commenced its
previously announced cash tender offer at $8.75 per share, net to seller,
for all outstanding shares of common stock of Bailey Corporation
(NASDAQ:BAIB).  The Offer is being made by the Offer to Purchase and related
Letter of Transmittal which are being mailed to holders of the Bailey common
stock.

The Offer is conditioned upon, among other things, (1) there being validly
tendered prior to the expiration of the Offer and not withdrawn that number
of shares of Bailey common stock which, together with the shares then owned
by Vemco or Venture, represents at least a majority of the shares of Bailey
common stock outstanding on a fully-diluted basis, (2) Venture having
received the financing contemplated by the Commitment Letter, dated June 3,
1996, from NBD Bank pursuant to which, subject to the terms and conditions
thereof, NBD Bank has committed to provide all of the financing necessary to
purchase all outstanding shares of Bailey common stock on a fully-diluted
basis pursuant to the Offer and the subsequent merger of Vemco into Bailey
and to refinance all outstanding indebtedness of Bailey reflected on its
reports filed with the Securities and Exchange Commission, (3) the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 having expired or terminated, and (4) Bailey having given notice
of redemption for all convertible debentures which are redeemable at
Bailey's option in accordance with their terms.

Vemco has entered into an agreement with Roger G. Phillips, William A.
Taylor, Louis T. Enos, E. Gordon Young, John G. Owens and Allan B. Freedman,
directors and executive officers of Bailey, pursuant to which each
individual has granted an option to Venture to acquire all of the shares of
Bailey common stock beneficially owned by them, to tender their Bailey
shares (representing approximately 26.0% in the aggregate of Bailey's
outstanding shares on a fully-diluted basis) into the Offer and to vote
their shares in favor of any merger that may be required to complete the 
acquisition by Venture of all of the outstanding Bailey common stock.


Following the successful consummation of the Offer, Vemco will be merged
into Bailey and stockholders of Bailey will receive $8.75 in cash for each
share of Bailey common stock.

The Offer and withdrawal rights will expire at 12:00 midnight, New York City
Time, on Friday, July 12, 1996, unless extended by Vemco.

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


FOR FURTHER INFORMATION CONTACT:

Venture Industries   -- James E. Butler
                                        (810) 790-4708

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