BY-LAWS

                                       OF

                           DUSA PHARMACEUTICALS, INC.





                                    ARTICLE I



                                  SHAREHOLDERS



      Section 1. Annual Meeting.  The annual meeting of the  shareholders of the

Corporation  shall be held either within or without the State of New Jersey,  at

such time and place as the Board of Directors  may designate in the call or in a

waiver of notice thereof, or in the absence of Board action designating the time

for such meeting, on the 1st day of July of each year,  commencing with the year

1991 (or if such day be a legal holiday,  then on the next  succeeding day not a

holiday) at 10:00  o'clock in the  morning,  or such other date as decided  upon

during that month, for the purpose of electing directors and for the transaction

of such other business as may properly be brought before the meeting.



      Section 2. Delayed Annual Meeting. If for any reason the annual meeting of

the shareholders  shall not be held on the day designated  pursuant to Section 1

of this  Article,  or on any  subsequent  day to which it shall  have  been duly

adjourned,  such meeting may be called and held as a special  meeting,  and only

the same  proceedings may be had and the same business may be transacted at such

meeting as at the original annual meeting.



      Section 3. Special  Meetings.  Special meetings of the shareholders may be

called by the Board of Directors  or by the  President at such times and at such

place  either  within or without the State of New Jersey as may be stated in the

call or in a waiver of notice thereof.



      Section 4. Notice of  Meetings.  Notice of the time,  place and purpose of

every meeting of shareholders  shall be delivered  personally or mailed not less

than ten (10)  days nor more  than  sixty  (60) days  previous  thereto  to each

shareholder  of record  entitled to vote, at his post office  address  appearing

upon  the  records  of the  Corporation  or at such  other  address  as shall be

furnished in writing by him to the  Corporation  for such purpose.  Such further

notice shall be given as may be required by law or by these By-Laws. Any meeting

may be held  without  notice if all  shareholders  entitled  to vote  either are

present in person or by proxy,  or waive  notice in  writing,  either  before or

after the meeting.



      Section 5.  Quorum.  The  holders of record of at least  thirty-three  and

one-third1  percent  (33-1/3%)  of the  shares of the  stock of the  Corporation

issued and  outstanding  and  entitled  to vote,  present in person or by proxy,

shall,  except as otherwise provided by law, constitute a quorum at all meetings

of the  shareholders;  if there be no such quorum,  the holders of a majority of

such shares so present or represented  may adjourn the meeting from time to time

until a quorum shall have been obtained.





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1 Amended by Shareholders 6/2/94





{PAGE}





      Section 6. Organization of Meetings. Meetings of the shareholders shall be

presided  over by the  Chairman  of the Board,  if there be one, or if he is not

present,  the President,  or if he is not present, by a chairman to be chosen at

the meeting.  The Secretary of the Corporation,  or in his absence, an Assistant

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