AMENDED AND RESTATED 11/18/99

                      PRUDENTIAL TAX-FREE MONEY FUND, INC.



                                    By-Laws



                                   ARTICLE I.



                                  STOCKHOLDERS



     Section 1. PLACE OF MEETING. All meetings of the stockholders shall be held

at the principal office of the Corporation in the State of Maryland or at such

other place within the United States as may from time to time be designated by

the Board of Directors and stated in the notice of such meeting.



     Section 2. ANNUAL MEETINGS. The annual meeting of the stockholders of the

Corporation shall be held on a date and at such hour as may from time to time be

designated by the Board of Directors and stated in the notice of such meeting,

within the month ending four months after the end of the Corporation's fiscal

year, for the transaction of such business as may properly be brought before the

meeting; PROVIDED, however, that an annual meeting shall not be required to be

held in any year in which the election of directors is not required to be acted

on by stockholders under the Investment Company Act of 1940.



     Section 3. MEETINGS. Meetings of the stockholders for any purpose or

purposes, including for purposes of voting on the removal of one or more

Directors, may be called by the Chairman of the Board, the President or a

majority of the Board of Directors, and shall be called by the Secretary upon

receipt of the request in writing signed by stockholders holding not less than

10% of the common stock issued and outstanding and entitled to vote thereat.



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Such request shall state the purpose or purposes of the proposed meeting. The

Secretary shall inform such stockholders of the reasonably estimated costs of

preparing and mailing such notice of meeting and upon payment to the Corporation

of such costs, the Secretary shall give notice stating the purpose or purposes

of the meeting as required in this Article and by-law to all stockholders

entitled to notice of such meeting. No meeting need be called upon the request

of the holders of shares entitled to cast less than a majority of all votes

entitled to be cast at such meeting to consider any matter which is

substantially the same as a matter voted upon at any meeting of stockholders

held during the preceding twelve months.



     Section 4. NOTICE OF MEETINGS OF STOCKHOLDERS. Not less than ten days' and

not more than ninety days' written or printed notice of every meeting of

stockholders, stating the time and place thereof and the general nature of the

business proposed to be transacted thereat, shall be given to each stockholder

entitled to vote thereat by leaving the same with such stockholder or at such

stockholder's residence or usual place of business or by mailing it, postage

prepaid, and addressed to such stockholder at such stockholder's address as it

appears upon the books of the Corporation. If mailed, notice shall be deemed to

be given when deposited in the United States mail addressed to the stockholder

as aforesaid.



     No notice of the time, place or purpose of any meeting of stockholders need

be given to any stockholder who attends in person





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or by proxy or to any stockholder who, in writing executed and filed with the

records of the meeting, either before or after the holding thereof, waives such

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