THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.



                                    By-Laws



                                   ARTICLE I



                                 Stockholders

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          Section 1.  Place of Meeting.  All meetings of the stockholders shall

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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 Meeting.  The annual meeting of the stockholders of

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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

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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

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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.

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

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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 special

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 special meeting of stockholders held during the preceding twelve months.



          Section 4.  Notice of Meetings of Stockholders.  Not less than ten

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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 or by proxy or to any

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