AMENDED AND RESTATED 11/18/99



               PRUDENTIAL INSTITUTIONAL LIQUIDITY PORTFOLIO, 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 January 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, or in such other month as the Board of

Directors shall select, for the transaction of such business as may properly be

brought before the meeting; PROVIDED, however, that an annual meeting of

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 under 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. MEETINGS. 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





{PAGE}





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 state the purpose

or purposes of the proposed meeting. The Secretary shall inform such stock-

holders 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 ad- dressed to such stockholder at such stockholder's address as it

appears upon the books of the Corporation. If mailed, notice





                                       -2-

{PAGE}





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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC