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                                     BY-LAWS

                                       OF

                                      WYETH

                        AS AMENDED THROUGH APRIL 24, 2003















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<PAGE>



                                     BY-LAWS

                                       of

                                      WYETH

                    * * * * * * * * * * * * * * * * * * * * *

                              STOCKHOLDERS MEETINGS


     1.   Annual  Meeting.  An annual  meeting of  stockholders  for election of
          directors  and  transaction  of other  business  properly  before  the
          meeting  shall be held on the fourth  Wednesday of April in each year,
          or on such other date and at such time as the Board of  Directors  may
          designate.

          Any business properly brought before an annual meeting of stockholders
          may be transacted at such meeting.  To be properly  brought  before an
          annual  meeting,  business must be (i) specified in the written notice
          of  the  meeting  (or  any  supplement  thereto)  given  by or at  the
          direction of the Board of Directors, (ii) otherwise brought before the
          meeting by or at the  direction  of the Board of  Directors,  or (iii)
          otherwise  properly  brought before the meeting by a stockholder.  For
          matters  to  be  properly  brought  before  an  annual  meeting  by  a
          stockholder  (other than  nominations  for the election of directors),
          the  stockholder  must give  written  notice of the  proposed  matter,
          either by personal delivery or by United States mail, postage prepaid,
          to the Secretary of the corporation,  not later than ninety days prior
          to the anniversary date of the immediately preceding annual meeting or
          not later than ten days after notice or public  disclosure of the date
          of the  annual  meeting  shall  be  given  or  made  to  stockholders,
          whichever date shall be earlier. Any such notice shall set forth as to
          each item of business the  stockholder  shall  propose to bring before
          the meeting (i) the name and address of the stockholder proposing such
          item of business,  (ii) a description of such item of business and the
          reasons for  conducting it at such meeting and, in the event that such
          item of  business  shall  include  a  proposal  to  amend  either  the
          Certificate  of  Incorporation  or  these  by-laws,  the  text  of the
          proposed  amendment,  (iii) a representation that the stockholder is a
          holder of record of stock of the corporation  entitled to vote at such
          meeting  and intends to appear in person or by proxy at the meeting to
          propose such item of business  and (iv) any  material  interest of the
          stockholder  in such item of business.  Only matters  which shall have
          been properly  brought  before an annual  meeting of  stockholders  in
          accordance with these by-laws shall be conducted at such meeting,  and
          the  presiding  officer may refuse to permit any matters to be brought
          before such meeting which shall not have been properly  brought before
          it in accordance with the foregoing procedure.

     2.   Special  Meetings.  Except as  provided  in  paragraph  VII (g) (v) of
          Article FOURTH of the Certificate of Incorporation  respecting  rights
          of holders of  Preferred  Stock to call  meetings  of such  holders in
          certain dividend default situations, special meetings of stockholders,
          unless  otherwise  provided by law,  may be called by the  Chairman or
          Vice  Chairman of the Board of  Directors  or the  President or by the
          Secretary on the written  request of a majority of all the  directors,
          such  request to state the  purpose  of the  proposed  meeting,  which
          meeting  shall  thereupon  be called  by the  Secretary.  Business  at
          special  meetings  shall be  confined  to the  matters  stated  in the
          notice.

     3.   Notice.  Written  notice  of each  meeting  of  stockholders  shall be
          mailed,  not  less  than  ten  days  prior  to the  meeting,  to  each
          stockholder  entitled to vote at such  address as appears on the stock
          books of the corporation.  The notice shall specify the time and place
          of the meeting and, as to special  meetings,  the matter or matters to
          be acted upon at such meeting.

     4.   Place.  Meetings  of  stockholders  shall be held at the office of the
          corporation in Wilmington, Delaware, or at such other place, within or
          without  the  State  of  Delaware,  as  the  Board  of  Directors  may
          designate.


     5.   Quorum.  Except as provided in paragraph VII (g) (v) of Article FOURTH
          of  the   Certificate   of   Incorporation   respecting   meetings  of
          stockholders  during certain  dividend  default  situations,  at which
          meetings  holders of Preferred  Stock have special voting rights,  the
          holders of a majority of the  outstanding  stock having  voting power,
          present  in  person  or by  proxy,  shall  constitute  a quorum at all
          meetings  of  stockholders  for the  transaction  of  business  unless
          otherwise  provided by law.  Except as provided in such  paragraph VII
          (g) (v) of Article FOURTH of the  Certificate of  Incorporation,  if a
          quorum  shall not be  present  at any  meeting  of  stockholders,  the
          stockholders  entitled  to vote,  present  in person or by proxy,  may
          adjourn  the  meeting  from time to time,  without  notice  other than
          announcement at the meeting,  until a quorum shall be present;  and at
          such adjourned meeting at which a quorum shall be present any business
          may be  transacted  which  might have been  transacted  at the meeting
          originally called.

     6.   Voting;  Proxies.  At each meeting of stockholders  every  stockholder
          entitled  to vote  may vote in  person  or by  proxy  appointed  by an
          instrument  in  writing  subscribed  by such  stockholder  or his duly
          appointed  attorney-in-fact  or in any other manner  prescribed by the
          General  Corporation Law of the State of Delaware.  Except as provided
          in  paragraphs  VII (g) (i) and VII (g) (v) of  Article  FOURTH of the
          Certificate of  Incorporation  respecting  holders of Preferred  Stock
          voting in certain  situations,  each holder of Common Stock shall have
          one vote and each holder of Preferred Stock shall have thirty-six (36)
          votes on each matter  submitted to a vote at a meeting of stockholders
          for each share of,  respectively,  Common and  Preferred  Stock having
          voting  power,  registered  in his  name  on the  stock  books  of the
          corporation.  The vote for  directors  and,  upon  the  demand  of any
          stockholder,  the vote upon any other matter before the meeting, shall
          be by ballot.  Elections  shall be decided by a plurality of the votes
          cast and other  matters  shall be decided  by a majority  of the votes
          cast on such matters.

                               BOARD OF DIRECTORS

     7.   Powers; Number;  Election;  Term; Vacancies. The property and business
          of the corporation  shall be managed by its Board of Directors,  which
          shall be not less  than  eight  nor more  than  fifteen  in  number as
          determined  from  time to time by the  Board,  except as  provided  in
          paragraph  VII (g)  (ii)  of  Article  FOURTH  of the  Certificate  of
          Incorporation  respecting  additional  directors  in certain  dividend
          default  situations.  Directors shall be elected at the annual meeting
          of  stockholders  and each director shall continue in office until his
          successor   shall  be  elected  or  until  his   earlier   removal  or
          resignation.

          Except as provided in paragraph VII (g) (ii) of Article  FOURTH of the
          Certificate  of  Incorporation   respecting  additional  directors  in
          certain dividend default  situations,  nominations for the election of
          directors  may be  made  by the  Board  of  Directors  or a  committee
          appointed by the Board of Directors or by any stockholder  entitled to
          vote in the election of directors generally.  However, any stockholder
          entitled to vote in the election of directors  generally  may nominate
          one or more persons for election as directors  only if written  notice
          of such  stockholder's  intent to make such  nomination or nominations
          has been given,  either by personal delivery or by United States mail,
          postage  prepaid,  to the Secretary of the  corporation not later than
          (i) with  respect to an  election  to be held at an annual  meeting of
          stockholders,  ninety  days  prior  to  the  anniversary  date  of the
          immediately  preceding  annual  meeting,  and (ii) with  respect to an
          election  to be held at a  special  meeting  of  stockholders  for the
          election  of  directors,  the  close  of  business  on the  tenth  day
          following  the date on which  notice of such meeting is first given to
          stockholders.  Each  such  notice  shall set  forth:  (a) the name and
          address of the  stockholder  who intends to make the nomination and of
          the person or persons to be nominated;  (b) a representation  that the
          stockholder is a holder of record of stock of the corporation entitled
          to vote at such meeting and intends to appear in person or by proxy at
          the meeting to nominate the person or persons specified in the notice;
          (c) a description of all  arrangements or  understandings  between the
          stockholder  and each nominee and any other person or persons  (naming
          such  person  or  persons)   pursuant  to  which  the   nomination  or
          nominations  are  to be  made  by  the  stockholder;  (d)  such  other
          information  regarding  each nominee  proposed by such  stockholder as
          would be required to be included in a proxy  statement  filed pursuant
          to the proxy rules of the Securities and Exchange Commission;  and (e)
          the consent of each nominee to serve as a director of the  corporation
          if so  elected.  The  presiding  officer of the  meeting may refuse to
          acknowledge  the nomination of any person not made in compliance  with
          the foregoing procedure.

          Except as provided in Paragraph  VII (g) (v) of Article  FOURTH of the
          Certificate of  Incorporation  respecting the additional  directors in
          certain  dividend default  situations,  vacancies in the membership of
          the  Board,  whether  or not  caused by an  increase  in the number of
          directors, will be filled solely by the affirmative vote of a majority
          of the  remaining  directors  then in office,  even though less than a
          quorum of the Board of Directors.  Any director  elected in accordance
          with the  preceding  sentence  shall hold  office  only until the next
          succeeding annual meeting of stockholders.

     8.   Regular  Meetings.  Regular  meetings of the Board may be held without
          notice at such time and  place as the  Board  shall  from time to time
          determine.

     9.   Special  Meetings.  Special  Meetings  of the  Board  may be called by
          direction of the  Chairman,  the Vice  Chairman,  the President or two
          directors on two days notice to each director  specifying the time and
          place of meeting.

     10.  Quorum;  Voting.  At all  meetings  of the Board a majority of all the
          directors  then in office,  or if the number of  directors  is then an
          even number,  one-half  such number shall  constitute a quorum for the
          transaction  of business  and the act of a majority  of the  directors
          present at any meeting at which there is a quorum  shall be the act of
          the  Board  unless  otherwise  provided  by law,  the  Certificate  of
          Incorporation or these by-laws.

     11.  Compensation.  Directors shall be paid such fees for their services as
          directors  and for  attending  meetings  of the Board  and  committees
          appointed  thereby  as shall be  determined  from  time to time by the
          Board.  The Board may also provide for  compensation to a director for
          expenses he may incur in attending such meetings. Nothing herein shall
          be construed to preclude any director from serving the  corporation in
          any other capacity and receiving compensation therefor.

     12.  Residual Powers of Board. In addition to the powers conferred by these
          by-laws upon the Board,  the Board may exercise all such powers of the
          corporation  and do all such lawful acts and things as are not by law,
          the Certificate of Incorporation or these by-laws directed or required
          to be  exercised  or done by the  stockholders.  Nothing  contained in
          these by-laws shall  restrict the Board or any committee  thereof from
          taking any action in any manner permitted by law, including  unanimous
          written consent and conference  communication by means of telephone or
          similar communications equipment by which all persons participating in
          the  meeting  can hear  each  other,  and  participation  in a meeting
          pursuant to this by-law  shall  constitute  presence in person at such
          meeting.

                               EXECUTIVE COMMITTEE

     13.  Appointment.  The Board may by vote of a majority of all the directors
          appoint  three or more members to  constitute  an Executive  Committee
          which  shall  serve at the  pleasure  of the Board.  Vacancies  in the
          membership of the Executive  Committee shall be filled by the Board by
          vote of a majority of all the directors.

     14.  Duties and Powers. During the intervals between meetings of the Board,
          the Executive  Committee shall perform all the duties and exercise all
          the powers of the Board in the management of the property and business
          of the  corporation  except such duties and powers as are by law,  the
          Certificate of  Incorporation or these by-laws directed or required to
          be performed or exercised  specifically by the Board as such or by any
          proportion thereof.

          The Chairman of the Executive  Committee  shall assist the Chairman of
          the Board,  shall  perform such of the duties and exercise such of the
          powers of the Chairman as the latter may delegate to him and shall, in
          the absence or  disability  of the  President,  perform the duties and
          exercise  the powers of the  President.  He shall  perform  such other
          duties and exercise  such other powers as the Board shall from time to
          time prescribe.

     15.  Meetings.  The  Executive  Committee  may meet at stated times without
          notice, or on two days notice to all by one of its members.

     16.  Quorum; Voting. A majority of the Executive Committee shall constitute
          a quorum for the  transaction of business and the act of a majority of
          those  present at any meeting at which there is a quorum  shall be the
          act of the Committee.

     17.  Minutes.  The Executive  Committee  shall keep regular  minutes of its
          proceedings and report its actions to the Board when it so requests.

                           18 -22 REMOVED AND RESERVED

                                 AUDIT COMMITTEE

     23.  Appointment.  The Board shall appoint  three or more  directors of the
          corporation,  none of whom is presently employed by the corporation or
          any of its subsidiaries, to constitute an Audit Committee, which shall
          serve at the pleasure of the Board. Vacancies in the membership of the
          Audit Committee shall be filled by the Board.

     24.  Duties  and  Powers.  The  Audit  Committee  shall  appoint  a firm of
          independent  public accountants to be engaged as the principal auditor
          for each year's annual audit and to provide other appropriate services
          for the corporation,  subject to ratification by the stockholders. The
          Audit Committee shall undertake such other financial  reviews as it or
          the Board deems appropriate or which are required by law or applicable
          stock exchange listing requirements.

     25.  Meetings. The Audit Committee may meet at stated times without notice,
          or on notice to all by the Chairman or Vice Chairman of the Board, the
          President,  an Executive Vice President or a Senior Vice President, or
          by one of the members of the Audit Committee.

     26.  Quorum;  Voting.  A majority of the Audit Committee shall constitute a
          quorum for the  transaction  of business  and the act of a majority of
          those  present at any meeting at which there is a quorum  shall be the
          act of the Committee.

     27.  Minutes.  The  Audit  Committee  shall  keep  regular  minutes  of its
          proceedings  and make  copies  thereof  available  to the Board at its
          meetings.

                                OTHER COMMITTEES

     28.  Appointment.  The Board may from time to time appoint further standing
          or special  committees  of  directors,  officers or  employees  of the
          corporation or its  subsidiaries to serve at the pleasure of the Board
          and confer  upon such  committees  such powers and duties as the Board
          may deem expedient within the limits permitted by law.

     29.  Organization  and  Operation.   Unless   otherwise   provided  in  the
          resolutions  appointing any such committee and  determining its powers
          and duties,  the committee may  establish  procedures  for calling and
          conducting  meetings,  provided  that no less than a  majority  of its
          members shall  constitute a quorum for the transaction of business and
          the act of no less than a  majority  of those  present at a meeting at
          which  there is a quorum  shall be the act of the  committee,  and the
          committee shall keep regular minutes of its proceedings and report its
          actions to the Board when it so requests.

                                    OFFICERS

     30.  Principal Officers. The principal officers shall be chosen annually by
          the  Board  and  shall be a  Chairman  of the  Board of  Directors,  a
          President, one or more Vice Presidents, a Secretary, a Treasurer and a
          Controller and, in the discretion of the Board, a Vice Chairman of the
          Board of Directors,  one or more Executive Vice  Presidents and one or
          more  Senior  Vice  Presidents.  The  Chairman  or Vice  Chairman  and
          President  may be the same person;  the Secretary and Treasurer may be
          the same person and an Executive Vice President, Senior Vice President
          or Vice  President  may hold at the same time the office of Secretary,
          Treasurer or Controller.  The Chairman and Vice Chairman,  if any, and
          the President shall be chosen from the members of the Board; the other
          principal officers need not be directors.

     31.  Other Officers. The Board may choose such other officers and agents as
          it shall deem  necessary,  who shall hold their offices for such terms
          and  shall  perform  such  duties  and  exercise  such  powers  as are
          delegated to them pursuant to these by-laws or as the Board shall from
          time to time prescribe.  In addition,  the Chief Executive Officer may
          choose such Vice  Presidents or assistant  officers as he or she deems
          necessary,  who shall  hold  their  offices  for such  terms and shall
          perform  such duties and exercise  such powers as the Chief  Executive
          Officer shall from time to time  prescribe,  provided,  however,  that
          officers so chosen by the Chief Executive  Officer shall not be deemed
          to be principal  officers of the Corporation unless and until they are
          so designated by the Board.

     32.  Salaries. The salaries of all principal officers shall be fixed by the
          Board.

     33.  Term of Office;  Removal.  Each  officer  shall hold office  until his
          successor is chosen or until his earlier removal or  resignation.  The
          Board may  remove  any  officer or agent  provided  that  removal of a
          principal officer be by vote of a majority of all the directors.

     34.  Vacancies. Vacancies in any office may be filled by the Board.

     35.  Chairman.  The Chairman of the Board of Directors shall preside at all
          meetings of  stockholders  and of the Board.  In the discretion of the
          Board,  he may be  designated  as the Chief  Executive  Officer of the
          corporation.  If the Chairman of the Board of Directors is  designated
          as the Chief Executive  Officer,  in such capacity,  he shall (i) have
          all powers and  perform all duties  incident  to such chief  executive
          office,  (ii) subject to the direction of the Board,  have general and
          active  supervision  of the property and business of the  corporation,
          (iii) be the officer  through  whom the Board  delegates  authority to
          corporate management, (iv) be the medium of communication to the Board
          of information as to the affairs of the corporation and of all matters
          presented for the Board's consideration, and (v) be responsible to see
          that all orders and  resolutions  of the Board are carried into effect
          by the proper  officers.  The Chairman of the Board shall perform such
          other  duties and  exercise  such other powers as the Board shall from
          time to time prescribe.

     36.  Vice  Chairman.  The Vice  Chairman  of the Board of  Directors  shall
          assist the Chairman of the Board, shall perform such of the duties and
          exercise such of the powers of the Chairman as the latter may delegate
          to him and  shall,  in the  absence  or  disability  of the  Chairman,
          perform the duties and exercise the powers of the  Chairman.  He shall
          perform such other duties and exercise  such other powers as the Board
          or the Chairman shall from time to time prescribe.

     37.  President.  The President  shall assist the Chairman and Vice Chairman
          of the Board,  shall  perform such of the duties and exercise  such of
          the  powers of the  Chairman  as the latter  may  delegate  to him and
          shall, in the absence or disability of the Vice Chairman,  perform the
          duties and exercise the powers of the Vice Chairman.  In addition,  in
          the  discretion  of  the  Board,  he may be  designated  as the  Chief
          Executive  Officer.  If the  President  is  designated  as  the  Chief
          Executive Officer, in such capacity,  he shall (i) have all powers and
          perform  all duties  incident  to such chief  executive  office,  (ii)
          subject  to the  direction  of the  Board,  have  general  and  active
          supervision of the property and business of the corporation,  (iii) be
          the officer  through whom the Board  delegates  authority to corporate
          management,  (iv) be the  medium  of  communication  to the  Board  of
          information  as to the affairs of the  corporation  and of all matters
          presented for the Board's  consideration and (v) be responsible to see
          that all orders and  resolutions  of the Board are carried into effect
          by the proper officers.  The President shall perform such other duties
          and  exercise  such other  powers as the Board shall from time to time
          prescribe.

     38.  Executive Vice  Presidents.  Each Executive Vice President shall serve
          in  a  general  executive  capacity,   more  particularly  as  general
          assistant  to the  President.  In the  absence  or  disability  of the
          President, and in the event the Chairman of the Executive Committee is
          absent or disabled, an Executive Vice President shall, in the order of
          seniority in that  office,  perform the duties and exercise the powers
          of the President.  Executive Vice Presidents  shall perform such other
          duties  and  exercise  such  other  powers  as the  Board,  the  Chief
          Executive Officer or the President shall from time to time prescribe.

     39.  Senior Vice  Presidents.  Each Senior Vice President  shall serve in a
          general executive capacity,  more particularly as general assistant to
          the  President or to one or more  Executive  Vice  Presidents.  In the
          absence or disability of the President,  and in the event the Chairman
          of the  Executive  Committee  and all Executive  Vice  Presidents  are
          absent or disabled,  a Senior Vice  President  shall,  in the order of
          seniority in that  office,  perform the duties and exercise the powers
          of the  President.  Senior Vice  Presidents  shall  perform such other
          duties  and  exercise  such  other  powers  as the  Board,  the  Chief
          Executive Officer or the President shall from time to time prescribe.

     40.  Vice  Presidents.  In the absence or disability of the Executive  Vice
          Presidents and Senior Vice Presidents,  a Vice President shall, in the
          order of seniority in that office, perform the duties and exercise the
          powers of the Executive Vice  Presidents  and Senior Vice  Presidents.
          Vice  Presidents  shall  perform such other  duties and exercise  such
          other  powers  as  the  Board,  the  Chief  Executive  Officer  or the
          President shall from time to time prescribe.

     41.  Principal Financial Officer. The Board may designate an Executive Vice
          President,  a Senior Vice President, a Vice President or the Treasurer
          as the Principal Financial Officer of the corporation.

     42.  Secretary. The Secretary shall attend all meetings of stockholders and
          of the Board and shall record the minutes of all  proceedings  of such
          meetings in books to be kept for that purpose,  and shall perform like
          duties for the standing  committees  appointed by the Board unless the
          Board  directs  otherwise.  He shall  have  custody of the seal of the
          corporation  and  shall  affix  it or cause  it to be  affixed  to all
          instruments  requiring  it.  He shall  give or  cause to be given  the
          notice required of all meetings of  stockholders  and of the Board. He
          shall  perform such other duties and exercise such other powers as the
          Board, the Chief Executive Officer or the President shall from time to
          time prescribe.

     43.  Treasurer.   The   Treasurer   shall  have   general   charge  of  and
          responsibility  for the  corporate  funds  and  securities.  He  shall
          deposit or cause to be  deposited in the name of the  corporation  all
          moneys  and  other  valuable   effects  of  the  corporation  in  such
          depositories as may be designated in accordance with these by-laws. He
          shall  disburse the funds of the  corporation as directed by the Board
          or by any other  principal  officer,  taking proper  vouchers for such
          disbursements. He shall advise upon all terms of credit granted by the
          corporation. He shall render to the Board, when the Board so requests,
          an  accounting  of  all  his  transactions  as  Treasurer  and  of the
          financial  condition of the  corporation.  He shall perform such other
          duties  and  exercise  such  other  powers  as the  Board,  the  Chief
          Executive Officer or the President shall from time to time prescribe.

     44.  Controller.  The  Controller  shall have  general  supervision  of the
          accounting  practices of the corporation and its  subsidiaries and the
          preparation  of  statements  and other  reports  respecting  financial
          aspects of the corporation's or its subsidiaries' operations. He shall
          establish,  through  appropriate  channels,  recording  and  reporting
          procedures  and  standards  pertaining  to such  matters.  He shall be
          responsible  for  collection  of all  corporation  accounts.  He shall
          perform such other duties and exercise such other powers as the Board,
          the Chief  Executive  Officer or the President shall from time to time
          prescribe.

     45.  Delegation of Officer's  Duties by Board. In the absence or disability
          of any principal  officer,  or for any other reason that the Board may
          deem  sufficient,  the  Board  may by  vote of a  majority  of all the
          directors  delegate any or all of the powers or duties of such officer
          to any other officer.

     46.  Delegation of Officer's Duties by Officer.  Any principal  officer may
          delegate  portions of his powers and duties to any  assistant  officer
          chosen  by  the  Board  and  acting  under  the  principal   officer's
          supervision.

     47.  Indemnification of Directors, Officers and Employees. Each person (and
          heirs and legal  representatives  of such  person)  who  serves or has
          served as a director, officer or employee of the corporation or of any
          other corporation or entity when requested by this corporation, and of
          which  this  corporation  is  or  was a  stockholder,  a  creditor  or
          otherwise interested, shall be indemnified by this corporation against
          all liability  and  reasonable  expense,  including but not limited to
          counsel  fees and  disbursements  and amounts of  judgments,  fines or
          penalties,  incurred  by or imposed  upon him in  connection  with any
          claim,  action,  suit or  proceeding,  actual or  threatened,  whether
          civil, criminal, administrative or investigative, and appeals in which
          he may become  involved as a party or  otherwise  by reason of acts or
          omissions in his capacity as and while a director, officer or employee
          of this corporation or such other corporation or entity, provided that
          such person is wholly  successful  with respect thereto and unless the
          Board in its absolute  discretion shall determine that such person did
          not meet the standard of conduct required herein.

          The term  "wholly  successful"  shall mean  termination  of any claim,
          action,  suit or proceeding against such person without any finding of
          liability or guilt against him and without any  settlement by payment,
          promise or  undertaking  by or for such person or the  expiration of a
          reasonable  period  of time  after  the  making of any claim or threat
          without action, suit or proceeding having been brought and without any
          settlement by payment, promise, or undertaking by or for such person.

          The  standard of conduct  required  shall be that such person acted in
          good faith for a purpose which he reasonably  believed to be in or not
          opposed to the best interests of the corporation, and, in addition, in
          any criminal action or proceeding,  had no reasonable cause to believe
          that his conduct was unlawful.

          Should indemnification be requested hereunder in respect to any claim,
          action,   suit  or  other   proceeding   where  the   person   seeking
          indemnification has not been wholly successful,  such  indemnification
          may be made only upon the prior  determination  by a  resolution  of a
          majority  of those  members of the Board who are not  involved  in the
          claim,  action,  suit or other  proceeding,  that such  person met the
          standards of conduct  required  herein,  or, in the  discretion of the
          Board, upon the prior  determination by non-employee legal counsel, in
          written opinion, that such person has met such standards,  and where a
          settlement is involved, that the amount thereof is reasonable.

          Indemnification under this by-law shall not include any amount payable
          by such person to the  corporation  or entity in  satisfaction  of any
          judgment or  settlement,  or any amount  payable on account of profits
          realized  by  him  in  the  purchase  or  sale  of  securities  of the
          corporation,  and  shall  be  reduced  by  the  amount  of  any  other
          indemnification or reimbursement of such liability and expense to such
          person.

          The termination of any claim,  action,  suit or other  proceeding,  by
          judgment,  order,  settlement (whether with or without court approval)
          or conviction or upon a plea of guilty or of nolo  contendere,  or its
          equivalent,  shall not of itself create a presumption that such person
          did not meet the standard of conduct required herein.

          Expenses incurred which are subject to  indemnification  hereunder may
          be  advanced  by the  corporation  prior to final  disposition  of the
          claim, action, suit or other proceeding upon receipt of an undertaking
          acceptable  to the  corporation  by or on behalf of the  recipient  to
          repay such amount unless it shall  ultimately be determined that he is
          entitled to indemnification.

          The right of  indemnification  herein provided shall be in addition to
          other  rights  to  which  those to be  indemnified  may  otherwise  be
          entitled  by  agreement,  vote of  stockholders,  operation  of law or
          otherwise,  and shall be available  whether or not the claim  asserted
          against such person is based upon matters which  antedate the adoption
          of this by-law. If any word, clause or provision of this by-law or any
          indemnification  made hereunder  shall for any reason be determined to
          be invalid,  the  provisions  hereof  shall not  otherwise be affected
          thereby but shall remain in full force and effect.


                            AUTHORITY TO ACT AND SIGN

     48.  Instrument  Execution.  Unless  otherwise  provided  by  law or by the
          Board,  all  instruments to be executed on behalf of the  corporation,
          whether or not requiring the seal of the corporation,  may be executed
          by the Chairman, the Vice Chairman, the President,  any Executive Vice
          President,  any  Senior  Vice  President  or any  Vice  President  and
          attested by the Secretary or an Assistant Secretary.

     49.  Bank Accounts.  Unless otherwise provided by the Board, any two of the
          following officers:  the Chairman,  the Vice Chairman,  the President,
          any Executive  Vice  President,  any Senior Vice  President,  any Vice
          President  and the  Treasurer,  may  from  time to time  (1)  open and
          maintain in the name of the  corporation,  and terminate,  general and
          special  bank  accounts  for the  funds of the  corporation  with such
          banks, trust companies or other depositories as they may designate and
          (2)  designate,  and  revoke  the  designation  of,  the  officers  or
          employees of the corporation  who may sign,  manually or by facsimile,
          checks,  drafts  or orders on such  bank  accounts.  Any such  action,
          designation or revocation  shall be by written  instrument,  signed by
          the officers  taking the action or making or revoking the  designation
          and filed with the bank, trust company or other depository.

     50.  Voting of Stock in Other  Corporations.  Unless otherwise  directed by
          the Board, Chairman,  the Vice Chairman, the President,  any Executive
          Vice  President,  any Senior  Vice  President,  the  Treasurer  or the
          Secretary may, on behalf of the corporation,  attend,  act and vote at
          any  meeting  of   stockholders  of  any  corporation  in  which  this
          corporation  may hold stock and at any such meeting  shall possess and
          may exercise all rights of this  corporation  incident to ownership of
          such  stock  or may  give a  proxy  or  proxies  in the  name  of this
          corporation to any other person or persons who may vote such stock and
          exercise any and all other rights in regard to it as are here accorded
          to the officers mentioned.

     51.  Sale and  Transfer of  Securities.  Unless  otherwise  directed by the
          Board,  any two of the  following  officers:  the  Chairman,  the Vice
          Chairman, the President, any Executive Vice President, any Senior Vice
          President  and  the  Treasurer  may,  on  behalf  of the  corporation,
          transfer,  convert,  endorse,  sell, assign, set over and deliver,  or
          take action  appropriate to the  encumbrance by the corporation of any
          bonds,  shares  of stock,  warrants  or other  securities  owned by or
          standing in the name of the  corporation,  and may execute and deliver
          in the name of the  corporation all written  instruments  necessary or
          proper to implement the authority herein contained.


                                      STOCK

     52.  Stock   Certificates;   Uncertificated   Shares.  The  shares  of  the
          corporation  shall be represented by  certificates,  provided that the
          Board of Directors of the  corporation  may provide by  resolution  or
          resolutions  that some or all of any or all  classes  or series of its
          stock shall be  uncertificated  shares.  Any such resolution shall not
          apply to shares represented by a certificate until such certificate is
          surrendered to the corporation. Notwithstanding the adoption of such a
          resolution  by  the  Board  of   Directors,   every  holder  of  stock
          represented  by   certificates   and  upon  request  every  holder  of
          uncertificated  shares shall be entitled to have a certificate  signed
          by, or in the name of the corporation by the Chairman or Vice Chairman
          of the Board of Directors, or the President or Vice President,  and by
          the  Treasurer  or an  Assistant  Treasurer,  or the  Secretary  or an
          Assistant  Secretary of such  corporation  representing  the number of
          shares registered in certificate form. Any or all of the signatures on
          the  certificate  may be a facsimile.  In case any  officer,  transfer
          agent or registrar  who has signed or whose  facsimile  signature  has
          been placed upon a  certificate  shall have ceased to be such officer,
          transfer agent or registrar before such certificate is issued,  it may
          be issued by the corporation with the same effect as if he or she were
          such officer, transfer agent or registrar at the date of issue.

     53.  Transfer.  Transfer  of  stock  shall  be  made  on the  books  of the
          corporation only upon surrender of the certificate therefor,  endorsed
          by the  person  named in the  certificate  or  accompanied  by  proper
          written  evidence of  succession,  assignment or authority to transfer
          such stock or upon receipt of proper  transfer  instructions  from the
          owner of uncertificated shares.

     54.  Transfer  Agent  and  Registrar.  The Board  may  appoint  one or more
          Transfer Agents to record transfers of shares of stock and to keep the
          stock  certificate  books,  transfer  books and stock  ledgers  of the
          corporation.  The Board may also  appoint  one or more  Registrars  to
          register certificates of stock. The Board may require all certificates
          of stock to bear the signatures of either or both a Transfer Agent and
          a  Registrar.  Where any such  certificate  is manually  signed by the
          Registrar,  the  signature  of any  Transfer  Agent  may be  facsimile
          engraved or printed.

     55.  Record  Date.  The Board may fix in advance a date,  not less than ten
          nor  more  than  sixty  days  preceding  the  date of any  meeting  of
          stockholders  or the date for the payment of any  dividend or the date
          for the allotment of rights or the date when any change, conversion or
          exchange of stock shall go into effect or the date in connection  with
          obtaining  consent  of  stockholders  or any  class  thereof  for  any
          purpose,  as a  record  date  for the  determination  of  stockholders
          entitled  to notice of and to vote at any such  meeting  or to receive
          payment of any such  dividend or to receive any allotment of rights or
          to exercise  the rights or to give such  consent,  as the case may be,
          notwithstanding  any  transfer  of  any  stock  on  the  books  of the
          corporation  after any such record date fixed as aforesaid.  The Board
          may direct that the stock books of the  corporation  be closed against
          transfers during such period.

     56.  Registered  Stockholders.  The corporation  shall be entitled to treat
          the  holder  of  record  of any  share of stock as the  holder in fact
          thereof and accordingly  shall not be bound to recognize any equitable
          or other  claim to or  interest in such share on the part of any other
          person,  whether or not it shall have express or other notice thereof,
          except as provided by law.

     57.  Lost Certificates.  The Board may direct a new certificate of stock to
          be issued in place of any certificate  theretofore  issued and claimed
          to have been  lost,  stolen or  destroyed,  provided  that any  person
          claiming a certificate to be lost,  stolen or destroyed  shall make an
          affidavit  of  ownership  and of the  facts  of such  loss,  theft  or
          destruction  and, if the Board so requires,  shall advertise the same,
          and  provided  further  that the  Board may  require  the owner of the
          certificate  claimed  to be lost,  stolen or  destroyed,  or his legal
          representative, to deliver to the corporation for itself, its officers
          Transfer Agents and Registrars,  a bond of indemnity in such amount or
          unlimited in amount, upon such terms and secured by such surety as the
          Board may require.

                                  MISCELLANEOUS

     58.  Notices.  Whenever  under the  provisions of these  by-laws  notice is
          required  to be given to any  person  other  than in his  capacity  as
          stockholder, it may be given by hand delivery, by telegram or by mail.
          Whenever  under the  provisions of these by-laws notice is required to
          be given to any  stockholder,  it may be given by mail,  by depositing
          the same in the post office or a letter box,  in a  post-paid,  sealed
          envelope,  addressed to such stockholder at such address as appears on
          the stock books of the corporation, and such notice shall be deemed to
          be given at the time when the same  shall be thus  mailed.  Any person
          entitled to notice under any provision of these by-laws may waive such
          notice.

     59.  Fiscal Year. The fiscal year of the corporation  shall begin the first
          day of January in each year.

     60.  Offices.  The corporation  may have an office in Madison,  New Jersey,
          and at such  other  places  as the  business  of the  corporation  may
          require.

     61.  Seal. The corporate seal shall have inscribed  thereon the name of the
          corporation and the words "Corporate Seal, Delaware."

     62.  Amendments.  These  by-laws may be altered or repealed and new by-laws
          may be  adopted  at any  meeting  of  stockholders  by the vote of the
          holders of a majority of the  outstanding  stock having  voting power,
          provided the notice of such meeting includes the proposed  alterations
          or repeal or the proposed new by-laws,  or a summary  thereof,  or the
          Board by vote of a majority of all the directors.