MEMORY PHARMACEUTICALS CORP.



                                    BY-LAWS





                            ARTICLE I - STOCKHOLDERS



      Section 1.    Annual Meeting.



      An annual meeting of the stockholders, for the election of directors to

succeed those whose terms expire and for the transaction of such other business

as may properly come before the meeting, shall be held at ten o'clock a.m. or

such other time as is determined by the Board of Directors, on such date (other

than a Saturday, Sunday or legal holiday) as is determined by the Board of

Directors, which date shall be within thirteen (13) months subsequent to the

later of the date of incorporation or the last annual meeting of stockholders,

and at such place as the Board of Directors shall each year fix.



      Section 2.    Special Meetings.



      Subject to the rights of the holders of any class or series of preferred

stock of the Corporation, special meetings of stockholders of the Corporation

may be called only by the Board of Directors pursuant to a resolution adopted by

a majority of the total number of directors authorized. Special meetings of the

stockholders may be held at such place within or without the State of Delaware

as may be stated in such resolution.



      Section 3.    Notice of Meetings.



      Written notice of the place, date, and time of all meetings of the

stockholders shall be given, not less than ten (10) nor more than sixty (60)

days before the date on which the meeting is to be held, to each stockholder

entitled to vote at such meeting, except as otherwise provided herein or

required by law (meaning, here and hereinafter, as required from time to time by

the Delaware General Corporation Law or the Certificate of Incorporation of the

Corporation).



      When a meeting is adjourned to another place, date or time, written notice

need not be given of the adjourned meeting if the place, date and time thereof

are announced at the meeting at which the adjournment is taken; provided,

however, that if the date of any adjourned meeting is more than thirty (30) days

after the date for which the meeting was originally noticed, or if a new record

date is fixed for the adjourned meeting, written notice of the place, date, and

time of the adjourned meeting shall be given in conformity herewith. At any

adjourned meeting, any business may be transacted which might have been

transacted at the original meeting.





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      Section 4.    Quorum.



      At any meeting of the stockholders, the holders of a majority of all of

the shares of the stock entitled to vote at the meeting, present in person or by

proxy, shall constitute a quorum for all purposes, unless or except to the

extent that the presence of a larger number may be required by law. Where a

separate vote by a class or classes is required, a majority of the shares of

such class or classes present in person or represented by proxy shall constitute

a quorum entitled to take action with respect to that vote on that matter.



      If a quorum shall fail to attend any meeting, the chairman of the meeting

or the holders of a majority of the shares of stock entitled to vote who are

present, in person or by proxy, may adjourn the meeting to another place, date,

or time.



      Section 5.    Organization.



      The Chairman of the Board of Directors or, in his or her absence, such

person as the Board of Directors may have designated or, in his or her absence,

the chief executive officer of the Corporation or, in his or her absence, such

person as may be chosen by the holders of a majority of the shares entitled to

vote who are present, in person or by proxy, shall call to order any meeting of

the stockholders and act as chairman of the meeting. In the absence of the

Secretary of the Corporation, the secretary of the meeting shall be such person

as the chairman of the meeting appoints.



      Section 6.    Conduct of Business.



      The Chairman of the Board of Directors or his or her designee or, if

neither the Chairman of the Board nor his or her designee is present at the

meeting, then a person appointed by a majority of the Board of Directors, shall

preside at, and act as chairman of, any meeting of the stockholders. The

chairman of any meeting of stockholders shall determine the order of business

and the procedures at the meeting, including such regulation of the manner of

voting and the conduct of discussion as he or she deems to be appropriate.



      Section 7.    Proxies and Voting.



      At any meeting of the stockholders, every stockholder entitled to vote may

vote in person or by proxy authorized by an instrument in writing filed in

accordance with the procedure established for the meeting.



      Each stockholder shall have one (1) vote for every share of stock entitled

to vote which is registered in his or her name on the record date for the

meeting, except as otherwise provided herein or required by law.





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      All voting, including on the election of directors but excepting where

otherwise required by law, may be by a voice vote; provided, however, that upon

demand therefor by a stockholder entitled to vote or his or her proxy, a vote by

ballot shall be taken.



      Except as otherwise provided in the terms of any class or series of

preferred stock of the Corporation, all elections shall be determined by a

plurality of the votes cast, and except as otherwise required by law, all other

matters shall be determined by a majority of the votes cast.



      Section 8.    Action Without Meeting.



      Any action required to be taken at any annual or special meeting of

stockholders, or any action which may be taken at any annual or special meeting

of such stockholders, may be taken without a meeting, without prior notice and

without a vote, if a consent or consents in writing, setting forth the action so

taken, shall be (1) signed and dated by the holders of outstanding stock having

not less than the minimum number of votes that would be necessary to authorize

or take such action at a meeting at which all shares entitled to vote thereon

were present and voted and (2) delivered to the Corporation within sixty (60)

days of the earliest dated consent by delivery to its registered office in the

State of Delaware (in which case delivery shall be by hand or by certified or

registered mail, return receipt requested), its principal place of business, or

an officer or agent of the Corporation having custody of the book in which

proceedings of meetings of stockholders are recorded. Prompt notice of the

taking of the corporate action without a meeting by less than unanimous written

consent shall be given to those stockholders who have not consented in writing.



      Section 9.    Stock List.



      A complete list of stockholders entitled to vote at any meeting of

stockholders, arranged in alphabetical order for each class of stock and showing

the address of each such stockholder and the number of shares registered in his

or her name, shall be open to the examination of any such stockholder, for any

purpose germane to the meeting, during ordinary business hours for a period of

at least ten (10) days prior to the meeting, either at a place within the city

where the meeting is to be held, which place shall be specified in the notice of

the meeting, or if not so specified, at the place where the meeting is to be

held.



      The stock list shall also be kept at the place of the meeting during the

whole time thereof and shall be open to the examination of any such stockholder

who is present. Such list shall presumptively determine the identity of the

stockholders entitled to vote at the meeting and the number of shares held by

each of them.





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                        ARTICLE II - BOARD OF DIRECTORS



      Section 1.    Number, Election, Tenure and Qualification.



      The number of directors which shall constitute the whole board shall be

determined by resolution of the Board of Directors or by the stockholders at the

annual meeting or at any special meeting of stockholders. The directors shall be

elected at the annual meeting or at any special meeting of the stockholders,

except as provided in Section 2 of this Article, and each director elected shall

hold office until his or her successor is elected and qualified, unless sooner

displaced. Directors need not be stockholders.



      Section 2.    Vacancies and Newly Created Directorships.



      Subject to the rights of the holders of any class or series of preferred

stock of the Corporation to elect directors, newly created directorships

resulting from any increase in the authorized number of directors or any

vacancies in the Board of Directors resulting from death, resignation,

retirement, disqualification, removal from office or other cause may be filled

only by a majority vote of the directors then in office, though less than a

quorum, or the sole remaining director. No decrease in the number of authorized

directors constituting the Board of Directors shall shorten the term of any

incumbent director.



      Section 3.    Resignation and Removal.



      Any director may resign at any time upon written notice to the Corporation

at its principal place of business or to the chief executive officer or

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