BY-LAWS



                            PSYCHEMEDICS CORPORATION

                            (a Delaware corporation)









                                   ARTICLE I

                                  STOCKHOLDERS



     1.   CERTIFICATES REPRESENTING STOCK. Certificates representing stock in

the corporation shall be signed by, or in the name of, the corporation by the

Chairman or Vice-Chairman of the Board of Directors, if any, or by the President

or a Vice-President and by the Treasurer or an Assistant Treasurer or the

Secretary or an Assistant Secretary of the corporation. Any or all the

signatures on any such certificate may be a facsimile. In case any officer,

transfer agent, or registrar who has signed or whose facsimile signature has

been placed upon a certificate shall have ceased to be such officer, transfer

agent, or registrar before such certificate is issued, it may be issued by the

corporation with the same effect as if he were such officer, transfer agent, or

registrar at the date of issue.



     Whenever the corporation shall be authorized to issue more than one class

of stock or more than one series of any class of stock, and whenever the

corporation shall issue any shares of its stock as partly paid stock, the

certificates representing shares of any such class or series or of any such

partly paid stock shall set forth thereon the statements prescribed by the

General Corporation Law. Any restrictions on the transfer or registration of

transfer of any shares of stock of any class or series shall be noted

conspicuously on the certificates representing such shares.



     The corporation may issue a new certificate of stock or uncertified shares

in place of any certificate theretofore issued by it, alleged to have been lost,

stolen, or destroyed, and the Board of Directors may require the owner of the

lost, stolen, or destroyed certificate, or his legal representative, to give the

corporation a bond sufficient to indemnify the corporation against any claim

that may be made against it on account of the alleged loss, theft, or

destruction of any such certificate or the issuance of any such new certificate

or uncertified shares.



     2.   UNCERTIFICATED SHARES. Subject to any conditions imposed by the

General Corporation Law, the Board of Directors of the corporation may provide

by resolution or resolutions that some or all of any or all classes or series of

the stock of the corporation shall be uncertificated shares. Within a reasonable

time after the







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issuance or transfer of any uncertificated shares, the corporation shall send to

the registered owner thereof the written notice prescribed by the General

Corporation Law.



     3.   FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be

required to, issue fractions of a share. If the corporation does not issue

fractions of a share, it shall (1) arrange for the disposition of fractional

interests by those entitled thereto, (2) pay in cash the fair value of fractions

of a share as of the time when those entitled to receive such fractions are

determined, or (3) issue scrip or warrants in registered form (either

represented by a certificate or uncertificated) or bearer form (represented by a

certificate) which shall entitle the holder to receive a full share upon the

surrender of such scrip or warrants aggregating a full share. A certificate for

a fractional share or an uncertificated fractional share shall, but scrip or

warrants shall not unless otherwise provided therein, entitle the holder to

exercise voting rights, to receive dividends thereon, and to participate in any

of the assets of the corporation in the event of liquidation. The Board of

Directors may cause scrip or warrants to be issued subject to the conditions

that they shall become void if not exchanged for certificates representing the

full shares or uncertificated full shares before a specified date, or subject to

the conditions that the shares for which scrip or warrants are exchangeable may

be sold by the corporation and the proceeds thereof distributed to the holders

of scrip or warrants, or subject to any other conditions which the Board of

Directors may impose.



     4.   STOCK TRANSFERS. Upon compliance with provisions restricting the

transfer or registration of transfer of shares of stock, if any, transfer or

registration of transfers of shares of stock of the corporation shall be made

only on the stock ledger of the corporation by the registered holder thereof, or

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