BY-LAWS

                                          OF

                            BRADLEY PHARMACEUTICALS, INC.

                                     (as amended)


                                      ARTICLE I

                                       OFFICES

                    1.   Registered  Office and  Agent.  -- The  registered
          office of  the Corporation in the  State of New Jersey  is at 122
          Fairfield  Road, Fairfield, New Jersey.   The registered agent of
          the Corporation at that office is Daniel Glassman.

                    2.   Principal    Place    of   Business.--Branch    or
          subordinate  places of  business or  offices may  at any  time be
          established  by  the  board at  any  place  or  places where  the
          Corporation is qualified to do business.

                    3.   Other Places of  Business.--Branch or  subordinate
          places  of business or offices may at  any time be established by
          the  board  at  any place  or  places  where  the Corporation  is
          qualified to do business.


                                      ARTICLE II

                                     SHAREHOLDERS

                    1.   Annual    Meeting.--The    annual    meeting    of
          shareholders shall be held upon  not less than ten nor  more than
          sixty  days written notice of the meeting  at such time and place
          as  shall be fixed by the board,  in order to elect directors and
          transact any other business as shall come before the meeting.

                    2.   Special    Meetings.--A    special   meeting    of
          shareholders  may be called for  any purpose by  the president or
          the board.   A special meeting  shall be held upon  not less than
          ten nor more than  sixty days written notice of the  time, place,
          and purposes of the meeting.

                    3.   Action Without Meeting.--The shareholders  may act
          without a  meeting by  written consent  or  consents pursuant  to
          N.J.S. 14A:5-6.  The  written consent or consents shall  be filed
          in the minute book.

                    4.   Quorum.--The presence at a meeting in person or by
          proxy of the holders of shares entitled to cast a majority of the
          votes of all shares entitled to vote shall constitute a quorum.


                                     ARTICLE III

                                  BOARD OF DIRECTORS

                    1.   Number and Term  of Office.--There  shall be  five
          (5) directors  who shall hold office for a period of one (1) year
          or  until their  successors are  elected and  qualified  in their
          stead, if  later.   The number of  directors may be  increased or
          decreased from time to time by amendment of this provision of the
          By-Laws.

                    2.   Regular Meetings.--A regular meeting of  the board
          of directors  shall be held without  notice immediately following
          and at the same place as the annual shareholders' meeting for the
          purpose  of electing offices and conducting any other business as
          may  come before the  meeting.  The  board may  determine to have
          additional  regular meetings  which may  be held  without notice,
          except to members not present at the time of the determination.

                    3.   Special Meetings.--A special  meeting of the board
          may be called for any purpose at any time by the president or  by
          two directors.  The meeting shall be held upon not  less than two
          days  notice if given by telegraph or orally (either by telephone
          or in person), or upon not less than five days notice if given by
          depositing  the  notice  in  the  United  States  mails,  postage
          prepaid.   The notice  shall specify  the time  and place  of the
          meeting.

                    4.   Action Without Meeting.--The board may act without
          a meeting if,  prior or subsequent to  the actin, each  member of
          the board  shall consent in writing  to the action.   The written
          consent or consents shall be filed in the minute book.

                    5.   Quorum.--A  majority of  the  entire  board  shall
          constitute a quorum for the transaction of business.

                    6.   Vacancies in Board  of Directors.--Any vacancy  in
          the  board,  including a  vacancy caused  by  an increase  in the
          number of  directors, may be filled by  the affirmative vote of a
          majority  of  the remaining  directors, even  though less  than a
          quorum of the board, or by a sole remaining director.


                                      ARTICLE IV

                                  WAIVERS OF NOTICE

                    Any   notice  required   by  these   by-laws,   by  the
          certificate  of  incorporation, or  by  the  New Jersey  Business
          Corporation Act may be  waived in writing by any  person entitled
          to  notice. The waiver, or waivers, may be executed either before
          or after the  event with respect to  which the notice  is waived.
          Each  director  or   shareholder  attending  a   meeting  without
          protesting,  prior to its  conclusion, the lack  of proper notice
          shall  be  deemed  conclusively  to  have  waived  notice  of the
          meeting.

                                      ARTICLE V

                                       OFFICERS

                    1.   Election.--At  its  regular meeting  following the
          annual meeting of shareholders, the board shall  elect a chairman
          of the board,  president, a  treasurer, a secretary,  and it  may
          elect any  other officers, including one or more vice presidents,
          as it  shall deem necessary.   One  person may hold  two or  more
          offices.

                    2.   Duties and  Authority of Chairman of  the Board.--
          The  Chairman of  the  Board  may  preside  at  all  meetings  of
          shareholders and  at all meetings of the  Board of Directors.  He
          shall be ex officio a member of all standing committees.  He shall, 
                   -- -------
          with the President  of  the Corporation,  serve as one of the two 
          chief executive  offices of  the  Corporation and  as  such shall  
          have general supervision of the affairs of the Corporation, subject 
          to the control of  the Board  od Directors.   He shall perform such
          other duties and have such other powers as the Board of Directors
          may  from time to  time prescribe.   Subject  to the  control and
          direction  of the Board of  Directors, the Chairman  of the Board
          may enter into any contract or execute and deliver any instrument
          in the name and on behalf of the Corporation.

                    3.   Duties   and   Authority  of   President.--If  the
          Chairman  of the Board elects not to preside, the President shall
          preside  at all meetings of  shareholders and at  all meetings of
          the Board of Directors.   The President shall, with  the Chairman
          of the Board, serve as one of the two chief executive officers of
          the Corporation and as such shall have general supervision of the
          affairs of the Corporation,  subject to the control of  the Board
          of Directors.   He shall be  ex officio a member  of all standing
                                       -- -------
          committees.  In the absence of the Chairman of the Board, the 
          President shall preside at all meetings of stockholders and at all 
          meetings of the Board of Directors.  Subject to the control and 
          direction  of the Board of  Directors,  the  President  may enter  
          into  any  contract or execute and deliver any instrument  in the 
          name and on  behalf of the  Corporation.   IN  general,  he  shall  
          perform  all  duties incident to the office  of the President, as 
          herein  defined, and all such other duties as from time to time 
          may be assigned to him by the Board of Directors.

                    4.   Duties  and Authority of Vice President.--The Vice
          President shall perform the duties and have the authority as from
          time to time may be delegated  to him by the President or  by the
          board.   In the absence of the  President, or in the event of his
          death,  inability, or  refusal to  act, the Vice  President shall
          perform  the duties  and  be vested  with  the authority  of  the
          President.

                    5.   Duties and Authority of  Treasurer.--The Treasurer
          shall  have  the  custody of  the  funds  and  securities of  the
          corporation and shall keep or cause  to be kept regular books  of
          account  for the Corporation.   The Treasurer  shall perform such
          other duties and possess such other powers as are incident to his
          office or  as shall  be assigned  to him by  the Chairman  of the
          Board, the President or the board.

                    6.   Duties and Authority of  Secretary.--The Secretary
          shall cause notices of all meetings to be served as prescribed in
          these  by-laws and shall keep or cause  to be kept the minutes of
          all  meetings of the shareholders  and the board.   The Secretary
          shall  have charge of the seal of the Corporation.  The Secretary
          shall  perform such other duties and possess such other powers as
          are incident to that office or as are assigned by the Chairman of
          the Board, the President or the board.


                                      ARTICLE VI

                         AMENDMENTS TO AND EFFECT OF BY-LAWS

                                     FISCAL YEAR

                    1.   Force  and Effect  of By-Laws.--These  by-laws are
          subject to the provisions of the  New Jersey Business Corporation
          Act and the Corporation's certificate of incorporation, as it may
          be amended  from time to time.  If any provision in these by-laws
          is inconsistent with a  provision in that Act or  the certificate
          of incorporation, the provision of that Act or the certificate of
          incorporation shall govern.

                    2.   Amendments  to  By-Laws.--These  by-laws   may  be
          altered, amended, or  repealed by the shareholders  or the board.
          Any by-law adopted, amended, or repealed  by the shareholders may
          be amended or repealed by the board, unless the resolution of the
          shareholders  adopting  the  by-law  expressly  reserves  to  the
          shareholders the right to amend or repeal it.

                    3.   Fiscal  Year.--The fiscal year  of the Corporation
          shall begin on the first day of February of each year.