PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO, INC.



                                     BY-LAWS

                  (as amended and restated as of July 2, 2003)



                                   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 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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