THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.



                                     BY-LAWS

                (AS AMENDED AND RESTATED AS OF NOVEMBER 16, 2004)



                                   ARTICLE I.



                                  STOCKHOLDERS



        SECTION 1.01. Annual Meetings. The Corporation is not required to hold

an annual meeting of its stockholders in any year in which the election of

directors is not required to be acted upon under the Investment Company Act of

1940, as amended (the "Investment Company Act"). If the Corporation is required

by the Investment Company Act to hold a meeting of stockholders to elect

directors, such meeting shall be held at a date and time set by the Board of

Directors in accordance with the Investment Company Act and no later than 120

days after the occurrence of the event requiring the meeting. Any stockholders'

meeting held in accordance with the preceding sentence shall for all purposes

constitute the annual meeting of stockholders for the fiscal year of the

Corporation in which the meeting is held. Except as the Charter, these By-Laws

or Maryland law in effect from time to time provides otherwise, any business may

be considered at an annual meeting without the purpose of the meeting having

been specified in the notice. Failure to hold an annual meeting does not

invalidate the Corporation's existence or affect any otherwise valid corporate

acts.



        SECTION 1.02. Special Meetings. At any time in the interval between

annual meetings, a special meeting of the stockholders may be called by the

Chairman of the Board or the President or by a majority of the Board of

Directors by vote at a meeting or in writing (addressed to the Secretary of the

Corporation) with or without a meeting. Subject to the procedures set forth in

Section 1.12 and this Section and consistent with the election in Section 2.15,

special meetings of the stockholders shall be called by the Secretary at the

request of stockholders only on the written request of stockholders entitled to

cast at least a majority of all the votes entitled to be cast at the meeting.

Consistent with the election in Section 2.15, a request for a special meeting

shall state the purpose of the meeting and the matters proposed to be acted on

at it. Consistent with the election in Section 2.15, the Secretary shall inform

the stockholders who make the request of the reasonably estimated cost of

preparing and mailing a notice of the meeting and, on payment of these costs to

the Corporation, notify each stockholder entitled to notice of the meeting.

Consistent with the election in Section 2.15, the Board of Directors shall have

sole power to fix the date and time of, and the means of remote communication,

if any, by which stockholders and proxy holders may be considered present in

person and may vote at, the special meeting.



         SECTION 1.03. Place of Meetings. Consistent with the election in

Section 2.15, meetings of stockholders shall be held at such place as is set

from time to time by the Board of Directors or the Board of Directors may

determine that the meeting not be held at any place but



{PAGE}



instead be held by means of remote communication. At the request of a

stockholder, the Board of Directors shall provide a place for the meeting of the

stockholders.

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