AMENDMENT TO BY-LAWS

                                       OF

                             THE QUIGLEY CORPORATION

                       (EFFECTIVE AS OF SEPTEMBER 8, 1999)


         The By-Laws of The Quigley Corporation (the "Corporation"), are amended
as follows,  as of September 8, 1999, said amendments  having been approved by a
majority of the directors at a special meeting held on September 8, 1998:

         Section 2 of Article  II of the  Corporation's  By-laws is amended  and
restated to read in its entirety as follows:

                  "Special  Meetings of the shareholders may be held at any time
         and for any purpose and may be called by the chief  executive  officer,
         the board of directors or by a shareholder or shareholders  holding 25%
         or more of the  voting  power  of all  shares  entitled  to vote at the
         meeting. A shareholder or shareholders holding the requisite percentage
         of the voting power of all shares entitled to vote may demand a special
         meeting of the  shareholders  by written  notice of demand given to the
         president  of the  corporation  and  containing  the  purposes  of such
         meeting.  Unless requested by shareholders  entitled to cast a majority
         of all votes entitled to be cast at the meeting, a special meeting need
         not be called to consider any matter which is substantially the same as
         a matter voted on at any meeting of shareholders  during the proceeding
         twelve months.  The business  transacted at a special  meeting shall be
         limited to the purposes as stated in the notice of the meeting."

         Section 4 of Article  III of the  Corporation's  By-laws is amended and
restated to read in its entirety as follows:

                  "Meetings  of the  board of  directors  may be  called  by the
         president by giving at least  twenty-four hours notice, or by any other
         two directors by giving at least five days' notice,  of the date,  time
         and place  thereof to each  director at his last known address by mail,
         telephone,  telegram,  facsimile or in person. If the day or date, time
         and place of a meeting of the board of directors has been announced at


         a previous  meeting of the board,  no notice is required.  Notice of an
         adjourned  meeting of the board of  directors  need not be given  other
         than by announcement at the meeting at which adjournment is taken.

                  Notice of any meeting of the board of directors  may be waived
         by any director either before,  at or after such meeting orally or in a
         writing signed by such director.  A director,  by his or her attendance
         at any  meeting  of the  board of  directors,  shall be  deemed to have
         waived notice of such meeting, except where the director objects at the
         beginning  of the meeting to the  transaction  of business  because the
         meeting is not  lawfully  called or convened  and does not  participate
         thereafter in the meeting.  Neither the business to be  transacted  at,
         nor the  purpose  of, any  regular  or special  meeting of the board of
         directors  need be  specified in the notice or waiver of notice of such
         meeting."

         Section 1 of Article VIII of the  Corporation's  By-laws is amended and
restated to read in its entirety as follows:

                  "The fiscal year of the corporation shall be determined by the
          board of directors."

         Section 2 of Article XII of the Corporation's By-laws is deleted in its
entirety.

         The amendments  contained herein shall become effective on September 8,
1999.  Except as herein amended,  the terms and provisions of the By-Laws of the
Corporation will remain unmodified and in full force and effect.

                                           THE QUIGLEY CORPORATION


                                           By:__________________________________
                                               Eric Kaytes
                                               Secretary


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