8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                -----------------

                                    FORM 8-K

                                ----------------

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported) September 19, 2003


                            CHURCH & DWIGHT CO., INC.
             (Exact name of registrant as specified in its charter)


Delaware                              1-10585                    13-4996950
- --------                              -------                    ----------
(State or other jurisdiction of      (Commission                (IRS Employer
incorporation)                       File Number)         Identification Number)


                            469 North Harrison Street
                        Princeton, New Jersey 08543-5297
                    (Address of principal executive offices)


                                 (609) 683-5900
              (Registrant's telephone number, including area code)







Item 5.           Other Events

         This Form 8-K is being filed for the principal purpose of providing, in
one document, a description of the common stock of Church & Dwight Co., Inc.
(the "Company"). In accordance with the interpretation of the staff of the
Division of Corporation Finance of the Securities and Exchange Commission set
forth in Section G.99 and H.29 of the Division of Corporation Finance Manual of
Publicly Available Telephone Interpretations (July 1997), the Company intends to
incorporate by reference the description of the Company's Common Stock in this
Form 8-K in connection with future filings on Form S-3 and Form S-8 in lieu of
incorporation by reference of a description of the common stock contained in a
registration statement filed under the Securities Exchange Act of 1934.

         In addition, the Company is filing, as an exhibit, the current version
of its By-laws, as amended to date.

                           DESCRIPTION OF COMMON STOCK

General
- -------

         Our authorized common stock consists of 100 million shares of common
stock, $1.00 par value per share. The holders of common stock are entitled to
one vote for each share held of record on all matters submitted to a vote of the
stockholders and do not have cumulative voting rights. Accordingly, holders of a
majority of the shares of common stock entitled to vote in any election of
directors may elect all of the directors standing for election. Subject to
preferences that may be applicable to any outstanding shares of preferred stock,
the holders of common stock are entitled to receive ratably such dividends as
may be declared by the board of directors out of funds legally available for
distribution. Upon our liquidation, dissolution or winding up, holders of our
common stock are entitled to share ratably in all assets remaining after payment
of liabilities and the liquidation preferences of any outstanding shares of
preferred stock. Holders of common stock have no preemptive rights and no right
to convert their common stock into any other securities. There are no redemption
or sinking fund provisions applicable to our common stock. Holders of common
stock will have no liability for further calls or assessments and will not be
personally liable for the payment of our debts except as they may be liable by
reason of their own conduct or acts.

Anti-Takeover Effects of Provisions of Delaware Law and Our Charter Documents
- -----------------------------------------------------------------------------

         Delaware Takeover Statute. We are subject to the provisions of Section
203 of the Delaware General Corporation Law. In general, the statute prohibits a
publicly held Delaware corporation from engaging in a business combination with
an interested stockholder for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. For purposes of Section
203, a business combination includes a merger, asset sale or other transaction
resulting in a financial benefit to the interested stockholder. Under Section
203, an interested stockholder generally is defined as a person who, together
with affiliates and associates, owns (or within the three prior years did own)
15% or more of the corporation's outstanding voting stock.

         Charter Documents. Our restated certificate of incorporation provides
that special meetings of stockholders may only be called by a majority of the
directors then in office or by the Chief Executive Officer. Our restated
certificate of incorporation also authorizes our board of directors to issue
preferred stock that may have voting rights and, if convertible into common
stock, could increase the number of shares of common stock outstanding.

         Additionally, our restated certificate of incorporation:

o        provides that any action required or permitted to be taken by our
         stockholders must be effected at a duly called annual or special
         meeting of stockholders and may not be effected by a consent in
         writing;

o        provides for a classified board of directors;

o        provides that directors may be removed only for cause, and, if so
         removed, may be replaced by stockholders at the meeting at which such
         removal is effected by the affirmative vote of holders of at least
         two-thirds of the shares of our stock entitled to vote for the election
         of directors; otherwise, the Board of Directors will fill the vacancy;
         and

o        provides that the authorized number of directors may be changed only by
         a resolution adopted by a majority of the "entire board of directors,"
         which is based on the total number of director positions, including
         vacant positions, and that the board may appoint new directors to fill
         any newly created directorships.

These additional provisions may be amended only by the affirmative vote of
holders of two-thirds of the shares of our stock entitled to vote generally on
the election of directors.

         In addition, our restated certificate of incorporation provides that
stockholders must give us advance notice, at least 120 days prior to the
anniversary of the mailing of last year's proxy materials, of a proposed nominee
for director or of any business to be brought by a stockholder before a
stockholders' meeting. The notice must contain specified information.

         Our restated certificate of incorporation also provides that the
following transactions require the affirmative vote of holders of at least
two-thirds of the shares of our stock entitled to vote generally on the election
of directors, unless the transaction has been approved by two-thirds of the
directors then in office (in which case approval by holders of a majority of the
votes cast by holders entitled to vote on the matter is sufficient):

                  (i)      the merger or consolidation with any other
                           corporation, other than a merger or consolidation
                           with a wholly-owned direct or indirect subsidiary in
                           which we are the surviving corporation and all of our
                           stockholders retain the same proportional voting and
                           equity interest which they had in us prior to the
                           consummation of the transaction; or

                  (ii)     any sale, lease, exchange or other disposition other
                           than in the ordinary course of business to another
                           entity or person of assets in excess of 25% of the
                           value of our gross assets on a consolidated basis at
                           the time of the transaction.

         These provisions were designed to help assure that all of our
stockholders will be treated similarly if certain kinds of business combinations
are effected. However, these provisions may make it more difficult to accomplish
certain transactions that are opposed by the incumbent board of directors and
that could be beneficial to stockholders.

         Delaware law and these charter provisions may have the effect of
deterring hostile takeovers or delaying changes in control of our management,
which could depress the trading price of our common stock.

Stockholder Rights Plan
- -----------------------

         In 1999, we renewed the stockholder rights plan that we had adopted in
1989. The rights plan was designed to protect our stockholders in the event of
an unsolicited unfair offer to acquire us and to encourage a potential bidder to
negotiate with our board of directors. Under the rights plan, each outstanding
common share is entitled to one right which is evidenced by the common stock
certificate. Each right entitles the registered holder to purchase from us
one-hundredth of a share of junior participating cumulative preferred stock at a
purchase price of $200.00 per one-hundredth of a share. If certain circumstances
occur, including the acquisition by a person of 20% or more of the outstanding
shares of our common stock, each holder of a right (other than the acquiring
person or group) will be entitled to purchase a number of shares of our common
stock at a substantial discount. If we are involved in a merger or other
business combination at any time after the rights become exercisable, the rights
will entitle the holder to acquire a certain number of shares of common stock of
the acquiring company at a substantial discount. The rights are redeemable by us
under certain circumstances at a redemption price of $.01 per right. The rights
will expire on September 13, 2009, unless previously redeemed.

         The ability of the stockholders other than the acquiring person or
group to purchase additional shares at a discount, among other provisions in the
rights plan, could cause an unapproved takeover to be much more expensive to a
potential acquirer, resulting in a strong incentive for the potential acquirer
to negotiate with our board of directors to redeem the rights or approve the
transaction, rather than pursue a hostile strategy.

Item 7.           Financial Statements, Pro Forma Financial Information and
                  Exhibits.

                  (c)      Exhibits

                            Exhibit No.     Description
                            ----------      -----------
                                3.1         By-laws, as amended


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.



Date:  September 19, 2003



                                      CHURCH & DWIGHT CO., INC.

                                      By:    /s/ ROBERT A. DAVIES III
                                             ------------------------
                                               Robert A. Davies III
                                              Chief Executive Officer

EX-3

EXHIBIT 3.1

                                     BY-LAWS

                                       of

                            CHURCH & DWIGHT CO., INC.

                             A Delaware Corporation


                       As Amended Through January 31, 2001


                                    ARTICLE I

                                     OFFICES

          SECTION 1. The  registered  office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         SECTION 2. The Corporation may also have offices at such other places,
within or without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.

                                   ARTICLE II

                             MEETING OF STOCKHOLDERS

         SECTION 1. The Annual Meeting of Stockholders and all Special Meetings
of Stockholders shall be held at the registered office of the Corporation, or at
such other place within or without the State of Delaware as may be fixed from
time to time by the Board of Directors.

         SECTION 2. Annual Meetings of Stockholders shall be held at a time and
on a day designated by the Board of Directors within the months of April, May or
June of each year. At such Meeting the Stockholders shall elect directors and
transact such other business as may properly be brought before the meeting.

         SECTION 3. Notice of each Annual Meeting, stating the place, if any,
date and hour of the meeting, the means of remote communication, if any, by
which Stockholders and proxy holders may be deemed to be present in person and
vote at such meeting, and shall be given in the manner set forth in Article VI
of these By-Laws not less than ten nor more than sixty days before the date of
the meeting, to each Stockholder entitled to vote at such meeting.

         SECTION 4. Special Meetings of Stockholders may be called at any time
for any purpose or purposes by the Chief Executive Officer or, at his request or
at the request of a majority of directors then in office, by the Secretary.

         SECTION 5. Notice of each Special Meeting, shall be given in the manner
set forth in Article VI of these By-Laws not less than ten nor more than sixty
days before the date of the meeting, to each Stockholder entitled to vote at
such meeting. Each such notice of Special Meeting shall state the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, the means of remote communication, if any, by which Stockholders and
proxy holders may be deemed to be present in person and vote at such meeting,
and shall indicate the person or persons calling the meeting.

         SECTION 6. Except as otherwise required by law or the Certificate of
Incorporation, the presence in person or by proxy of holders of a majority of
the votes entitled to be cast at a meeting of Stockholders shall be necessary,
and shall constitute a quorum, for the transaction of business at such meeting.
If a quorum is not present or represented by proxy at any meeting of
Stockholders, the holders of a majority of votes entitled to be cast at the
meeting who are present in person or represented by proxy, may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present or represented by proxy. If the adjournment
is for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting shall be given
in the manner set forth in Article VI to each Stockholder of record entitled to
vote at the meeting.

         SECTION 7. At any meeting of Stockholders each Stockholder having the
right to vote shall be entitled to vote in person or by proxy. Except as
otherwise provided by law, each Stockholder of record shall be entitled to the
number of votes for each share of stock as determined in accordance with Article
FOURTH of the Certificate of Incorporation for each share of stock entitled to
vote standing in his name on the books of the Corporation. All elections shall
be determined by plurality votes. Except as otherwise provided by law or in the
Certificate of Incorporation or by these By-Laws, any other matter shall be
determined by the vote of a majority of the votes entitled to be cast.

         SECTION 8. Each Stockholder entitled to vote at any meeting of
Stockholders may, to the fullest extent permitted by law, authorize another
person or persons to act for such Stockholder as proxy by transmitting or
authorizing the transmission of a telegram, cablegram or other means of
electronic transmission, or by such other means as shall otherwise be permitted
from time to time by law. Every proxy shall be revocable at the pleasure of the
Stockholder executing it, except in those cases where an irrevocable proxy is
permitted by law and the proxy indicates that it is intended to be irrevocable.
No proxy shall be valid more than three years after its date, unless the proxy
provides for a longer period.

        SECTION 9. If Authorized by the Board of Directors, in its sole
discretion, and subject to such  guidelines  and  procedures  as the Board of
Directors  may adopt,  Stockholders  and proxy holders not  physically  present
at a meeting of Stockholders  may be  means  of  remote  communication,  to the
fullest  extent permitted  by law:  (a)  participate  in a meeting of
stockholders,  and (b) be deemed  present  in person and vote at a meeting of
stockholders  whether  such meeting  is to be held at a  designated  place or
solely  by  means  of  remote communication.


                                  ARTICLES III

                                    DIRECTORS

         SECTION 1. The Board of Directors shall manage the business of the
Corporation and shall have and may exercise all the powers of the Corporation
except in cases where such power is reserved to the Stockholders by law, the
Certificate of Incorporation or these By-Laws.

         SECTION 2. The number of directors which shall constitute the entire
Board of Directors shall be such number, not less than three nor more than
fifteen, as shall be determined by the Board of Directors in accordance with
Article FIFTH of the Certificate of Incorporation. As used in these By-Laws, the
term "entire Board of Directors" means the total number of directors which the
Corporation would have if there were no vacancies.

         SECTION 3. Except as otherwise provided by law, the Certificate of
Incorporation, or these By-Laws, the directors shall be elected at the Annual
Meeting of the Stockholders by a plurality vote, by written ballot, and each
director elected shall serve until the third succeeding Annual Meeting of
Stockholders and until his successor is elected and qualified. Notwithstanding
the foregoing, if authorized by the Board of Directors, the election of
directors may be, to the fullest extent permitted by law, by a ballot submitted
by electronic transmission or by such other means as may be permitted from time
to time by law.

         SECTION 4. Any of the directors may be removed and the resulting
vacancy filled only in accordance with Article FIFTH of the Certificate of
Incorporation.

         SECTION 5. The books of the Corporation, except such as are required by
law to be kept within the State of Delaware, may be kept at such place or places
within or without the State of Delaware as the Board of Directors may from time
to time determine.

         SECTION 6. The Board of Directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of any or all directors for services to the Corporation as
directors, officers or otherwise.



                                   ARTICLE IV

                       MEETINGS OF THE BOARD OF DIRECTORS

         SECTION 1. The first meeting of each newly elected Board of Directors
shall be held immediately following the Annual Meeting of Stockholders and at
the place thereof, and no notice of such meeting need be given to the newly
elected directors. If such first meeting is not so held, it shall be held at a
time and place specified in a notice given in the manner provided for notice of
special meetings of the Board of Directors.

         SECTION 2. Regular meetings of the Board of Directors may be held upon
such notice, or without notice, and at such times and at such places within or
without the State of Delaware, as shall from time to time be determined by the
Board.

         SECTION 3. Special meetings of the Board of Directors may be called by
the Chief Executive Officer or at his request or at the request of any five
directors by the Secretary on at least two days' notice to each director.

         SECTION 4. Whenever notice of a meeting of the Board of Directors is
required, the notice shall be given in the manner set forth in Article VI of
these By-Laws and shall state the place, date and hour of the meeting. Except as
provided by law, the Certificate of Incorporation or other provisions of these
By-Laws, 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 thereof.

         SECTION 5. Except as otherwise required by law or the Certificate of
Incorporation or other provisions of these By-Laws, a majority of the directors
in office shall constitute a quorum for the transaction of business, and the
vote of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors. If a quorum is not present
at any meeting of directors, a majority of the directors present at such meeting
may adjourn the meeting from time to time, without notice of the adjourned
meeting other than announcement at the meeting.

         SECTION 6. Any action of the Board of Directors which is required to be
taken at a meeting may be taken without a meeting if written consent to the
action is signed by all the members of the Board of Directors and filed with the
minutes of the Board of Directors.



                                    ARTICLE V

                                   COMMITTEES

         SECTION 1. The Board of Directors, by resolution adopted by a majority
of the entire Board, may designate from among its members an Executive Committee
and other committees, each consisting of two or more directors. The Board of
Directors may designate in like manner one or more of its members to serve as
alternates on such committees. To the extent permitted by law, the Executive
Committee shall have and exercise all the authority of the Board of Directors,
except as the Board shall otherwise expressly provide, and the other committees
shall have such authority as the Board shall provide by resolution adopted by a
majority of the entire Board. The Board of Directors, acting as aforesaid, shall
have power at any time to change the membership of any such committees, to fill
vacancies in the membership thereof, and to discharge any such committees.

         SECTION 2. Each committee, as and when the Board of Directors shall
require, shall keep records of its actions and report upon the same to the
Board. Unless the Board shall otherwise provide, a majority of the members of
any committee may determine its actions and the procedures to be followed at its
meetings, and may fix the time and place of its meetings.

         SECTION 3. Any action of any committee which is required to be taken at
a meeting may be taken without a meeting if written consent to the action is
signed by all the members of the committee and filed with the records of the
committee.

                                   ARTICLE VI

                           NOTICES AND WAIVERS THEREOF

         SECTION 1. Whenever notice is required to be given to any Stockholder,
such notice shall be given personally, by mail or by such other means as shall
otherwise be permitted from time to time by law. If mailed, such notice shall be
deemed given when deposited in the United States mail, with postage thereon
prepaid, directed to the Stockholder at his address as it appears on the record
of Stockholders.

         SECTION 2. Whenever notice is required to be given to any director, the
notice shall be given personally (including by telephone), or by mail, telegram,
cable, by mail, other public instrumentality or by such other means as shall
otherwise be permitted from time to time by law. Such notice shall be deemed
given, if (i) mailed, when deposited in the United States mail, with postage
thereon prepaid (ii) telegraphed, cabled or sent by other public
instrumentality, when delivered to the telegraph company, cable company, or
other public instrumentality, directed to the director at his business address
(or, if he shall have filed with the Secretary a written request that notices to
him be directed to some other address, then directed to him at such other
address) or (iii) given by such other means, when provided for from time to time
by law.

         SECTION 3. Whenever any notice is required to be given to any
stockholder or any director, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the meeting, shall be
deemed equivalent to the giving of such notice. In addition, any stockholder
attending a meeting of stockholders in person or by proxy without protesting the
lack of notice prior to the meeting or at its commencement, and any director
attending a meeting of the Board of Directors without protesting the lack of
notice prior to the meeting or at its commencement, shall be conclusively deemed
to have waived notice of such meeting.

                                   ARTICLE VII

                                    OFFICERS

         SECTION 1. The officers of the Corporation shall be elected by the
Board of Directors at the first meeting of each newly elected Board of Directors
following the Annual Meeting of Stockholders. Vacancies among these officers may
be filled and additional such officers may be elected by the Board of Directors
at any regular or special meeting of the Board of Directors. The officers of the
Corporation shall be a President, one or more Vice Presidents, a Secretary, one
or more Assistant Secretaries and such other officers of the Corporation as the
Board of Directors may from time to time determine to be desirable. The Board of
Directors may also elect from among their number a Chairman of the Board who
also shall be an officer of the Corporation. Any two or more such offices may be
held by the same person. The Board of Directors shall designate one officer as
Chief Executive Officer, and may designate one officer as Chief Operating
Officer. The Vice President Finance shall be the Chief Financial Officer
wherever said designation is legally required.

         SECTION 2. An officer shall hold office for such term as the Board of
Directors shall determine. Any officer elected or appointed by the Board of
Directors may be removed at any time, for cause or without cause, by the Board
of Directors.

         SECTION 3. The compensation of all officers of the Corporation shall be
fixed by the Board of Directors or in such manner as it may provide.

         SECTION 4. The Chairman of the Board, if there be a Chairman, shall
preside at all meetings of stockholders and of the Board of Directors at which
he shall be present, and shall have such other duties as from time to time may
be assigned to him by the Board of Directors or by these By-Laws. If there be no
Chairman, or in his absence or disability, the President shall preside at all
meetings of stockholders and of the Board of Directors.

         SECTION 5. The Chief Executive Officer of the Corporation shall have
general and active management of the business and affairs of the Corporation,
subject to the control of the Board of Directors, and shall see that all orders
and resolutions of the Board are carried into effect. The Chief Executive
Officer shall have the authority, in his discretion, to vote, or give a proxy to
vote, the stock of the Corporation's subsidiaries held in the name of the
Corporation at meetings of stockholders of such subsidiaries, or to consent on
behalf of the Corporation to any action of stockholders in lieu of a meeting.

         SECTION 6. In the absence or disability of the Chief Executive Officer,
the Chief Operating Officer, if there be one, shall perform the duties and
exercise the powers of the Chief Executive Officer unless the Chief Executive
Officer in contemplation of his absence shall in writing have designated some
other officer of the Corporation to perform the duties and exercise the powers
of the Chief Executive Officer. If there be no Chief Operating Officer, then the
officers of the Corporation in order of their seniority shall perform the duties
and exercise the powers of the Chief Executive Officer, unless the Board of
Directors shall otherwise direct.

         SECTION 7. The Chief Executive Officer may also appoint one or more
officers of any division or department of the Corporation, with duties and power
limited to such division or department, but no such division or department
officer shall be deemed to be an officer of the Corporation by virtue of such
appointment.

         SECTION 8. The other officers and the agents and employees of the
Corporation shall each generally assist the Chief Executive Officer and have
such powers and perform such duties in the management of the property and
affairs of the Corporation, subject to the control of the Board of Directors and
the Chief Executive Officer, as generally pertain to their respective offices,
as well as such powers and duties as from time to time may be prescribed by the
Board. The Board may require any officer, agent or employee to give security for
the faithful performance of his duties.

                                  ARTICLE VIII

                             CERTIFICATE FOR SHARES

         SECTION 1. The shares of stock of the Corporation shall be presented by
certificates, in such form as the Board of Directors may from time to time
prescribe, signed by the Chairman, President or a Vice President, and by the
Secretary or an Assistant Secretary of the Corporation, and may be sealed with
the seal of the Corporation or a facsimile thereof.

         SECTION 2. The signatures of the officers of the Corporation or the
officers of the transfer agent or registrar upon a certificate may be
facsimiles. If any such officer who has signed, or whose facsimile signature has
been placed upon a certificate, shall cease to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of its issue.

         SECTION 3. The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion, may prescribe such terms
and conditions precedent to the issuance of the new certificate as it deems
expedient, and may require such indemnities as it deems adequate to protect the
Corporation from any claim that may be made against it with respect to any
certificate alleged to have been lost or destroyed.

         SECTION 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of lawful succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
Corporation.

         SECTION 5. The Board of Directors may fix in advance a date as the
record date for determination of the Stockholders entitled to notice of or to
vote at any meeting of Stockholders, or to receive payment of any dividend or
allotment of any rights, or to take or be the subject of any other action. Such
date shall be not less than ten nor more than sixty days before the date of such
meeting nor more than sixty days prior to any other action. If no record date is
so fixed, the record date shall be as provided by law. When a determination of
Stockholders entitled to notice of or to vote at any meeting of Stockholders has
been made as provided in this Section, such determination shall apply to any
adjournment thereof unless the Board of Directors fixes a new record date for
the adjourned meeting.

         SECTION 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and the Corporation shall be entitled to
hold a person registered on its books as the owner of shares liable for calls
and assessments, if any may legally be made, and shall not be bound to recognize
any equitable or other claim to or interest in shares of its stock on the part
of any other person, whether or not the Corporation shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.

                                   ARTICLE IX

                                 INDEMNIFICATION

         SECTION 1. A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, Liability of Directors for Unlawful Payment of Dividend or
Unlawful Stock Purchase or Redemption, or (iv) for any transaction from which
the director derived an improper personal benefit.

         SECTION 2. The Corporation shall indemnify any person who is made a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interest of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgement, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         SECTION 3. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgement in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         SECTION 4. To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 2 and 3 of this Article or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees)actually and reasonably incurred by him in
connection therewith.

         SECTION 5. Any indemnification under Sections 2 and 3 of this Article
(unless ordered by a Court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in said Sections 2 and 3. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or even if obtainable and
a quorum of disinterested directors so directs, by independent legal counsel
(compensated by the Corporation) in a written opinion, or (3) by the
Stockholders.

         SECTION 6. Expenses incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding, or threat thereof,
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors in the manner
provided in Section 5 of this Article upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.

         SECTION 7. The indemnification provided by this Article shall be a
contract right and shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any statute, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity, and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         SECTION 8. The Corporation may purchase and maintain insurance on
behalf of itself or any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of the Article.

         SECTION 9. The provisions of this Article shall be deemed retroactive
and shall provide all indemnity provided by the other sections of this Article
IX for all acts and omissions of the officers and directors of the Corporation
since the date of incorporation.

                                    ARTICLE X

                               GENERAL PROVISIONS


         SECTION 1. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its creation, the words "Corporate Seal Delaware",
and such other appropriate legend as the Board of Directors may from time to
time determine. When so authorized by the Board or a duly empowered committee
thereof, a facsimile thereof may be affixed or reproduced in lieu of the
corporate seal.

         SECTION 2. The fiscal year of the Corporation shall end on December 31
in each year.

         SECTION 3. Stockholders shall have no right except as conferred by
statute, to inspect any books, papers or accounts of the Corporation.



                                   ARTICLE XI

                                   AMENDMENTS

         SECTION 1. These By-Laws may be amended or repealed, and new By-Laws
may be adopted, amended or repealed by the Board of Directors or by the
stockholders at any regular or special meeting.


         The undersigned, duly elected, qualified and acting Secretary of Church
& Dwight Co., Inc. hereby certifies that the foregoing are the re-stated By-Laws
of Church & Dwight Co., Inc., duly adopted by the stockholders at their annual
meeting May 9, 1972 as amended thereafter on May 5, 1980, March 25, 1981, May
25, 1988, September 23, 1992 and January 31, 2001.





                                  /s/ MARK A. BILAWSKY
                                  ----------------------------------
                                  Mark A. Bilawsky, Secretary