Prudential World Fund, Inc.



                                     By-Laws



                          Revised and Restated 11/18/99























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                                                   REVISED AND RESTATED 11/18/99



                           PRUDENTIAL WORLD 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 in the month of February of each year on such 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, for the transaction of such business

as may properly be brought before the meeting; provided, however, that an annual

meeting of the stockholders shall not be required to be held in any year in

which none of the following is required to be acted on by stockholders pursuant

to the Investment Company Act of 1940; election of directors; approval of the

investment advisory agreement; ratification of the selection of independent

public accountants; and approval of a distribution agreement.



     Section 3. SPECIAL OR EXTRAORDINARY MEETINGS. Special or extraordinary

meetings of the stockholders for any purpose or purposes 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 25% of the common stock issued and

outstanding and entitled to vote thereat. Such request shall stated 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 stated 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.





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     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 at any special or extraordinary meeting),

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.

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