SC 14D1/A

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                AMENDMENT NO. 5
                                      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 July 29, 1996, Vemco Acquisition Corp. issued a press release, a
copy of which is attached hereto as Exhibit (a)(17) and is incorporated
herein by reference, relating to the extension of the Offer until 6:00 p.m.
on Friday, August 2, 1996.

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

(a)(17)  Text of Press Release, dated July 29, 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: July 29, 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)(17)  Text of Press Release, dated July 29, 1996, issued by Vemco
         Acquisition Corp.

EX-99.A17

Exhibit (a)(17)
CONTACTS:
James E. Butler
Venture Industries
(810) 790-4708
or
Grace Protos
MacKenzie Partners, Inc.
(212) 929-5500

FOR IMMEDIATE RELEASE:

                VEMCO ACQUISITION CORP. FURTHER EXTENDS TENDER
                  OFFER FOR BAILEY CORPORATION AND ANNOUNCES
                PRELIMINARY AGREEMENT BY VENTURE HOLDINGS TRUST
               WITH CERTAIN HOLDERS OF SENIOR SUBORDINATED NOTES

FRASER, MI., July 29, 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 2, 1996.  The offer was scheduled to expire at 6:00 p.m. on
July 26, 1996, after having been extended on July 19, 1996, to allow Vemco's
parent, Venture Holdings Trust ("Holdings") to finalize the financing
necessary to consummate the offer, including a request by its financing
source, NBD Bank, to remove objections to the financing raised by certain
holders (the "Noteholders") of Holdings' 9-3/4% Senior Subordinated
Debentures due 2004 (the "Venture Notes").

Vemco reported that certain Noteholders, owning approximately 51% of the
outstanding Venture Notes, had disputed Holdings' right to complete the
financing for the Bailey acquisition.  Vemco reported that Holdings has
reached a preliminary  agreement with a group of Noteholders owning a total
of approximately 35% of the outstanding Venture Notes, pursuant to which the
objections of such Noteholders have been satisfied, subject to (a) Holdings
obtaining the agreement of Noteholders owning at least a majority in 
principal amount of the Venture Notes outstanding (or approximately another
15%) and (b) Holdings obtaining an additional $20 million in financing from
NBD Bank in order to permit Holdings to offer to purchase from all holders
of Venture Notes a total of approximately $21 million in principal amount of
the Venture Notes, pro rata, at the price of 95% of par, plus accrued
interest.  Holdings and NBD Bank are presently negotiating the terms of such
additional financing.  Under the preliminary agreement with the consenting
Noteholders, if Holdings commences its offer to purchase Venture Notes, it
must do so by August 19, 1996, and will do so only pursuant to a formal
offer to purchase and related documents that will be provided to all
Noteholders at that time.  The preliminary agreement with consenting
Noteholders also provides that if certain financial tests are not met by
Holdings on or before February 15, 1997, the interest rate on the Venture
Notes will increase to 11-3/4% per annum.

Holdings is optimistic that it will come to terms with NBD Bank for the
financing necessary to complete the offer and fund the arrangements with the
Noteholders, 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 of $8.75 per share, net to the seller in cash, without interest, on
June 11, 1996.  As of 6:00 p.m. on July 26, 1996, 5,252,599 shares of Bailey
had been tendered and not withdrawn (including 348,839 shares subject to
guaranteed delivery procedures).  The tendered shares constitute
approximately 98.0% of the total outstanding shares of Bailey's common
stock.

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