EXHIBIT 3.5

                    SECOND AMENDMENT TO ALLERGAN, INC. BYLAWS

The ALLERGAN, INC. BYLAWS (the "Bylaws") are hereby amended as follows:

      1. Article III, Section 2 of the Bylaws is amended in its entirety as
follows:

            SECTION 2. Number and Term of Office. The authorized number of
      directors of the Corporation shall be not less than five (5) nor more than
      fifteen (15) until this Section 2 is amended by a resolution duly adopted
      by the Board or by the stockholders of the Corporation. The exact number
      of directors shall be fixed from time to time, within the limits
      specified, by resolution of the Board or the stockholders. Directors need
      not be stockholders. Each of the directors of the Corporation shall hold
      office until such director's successor shall have been duly elected and
      shall qualify or until such director shall resign or shall have been
      removed in the manner provided in the Restated Certificate of
      Incorporation. At all times a majority of the directors shall be
      Independent Directors. If a director ceases to be an Independent Director,
      and such change causes the majority of directors not to be Independent
      Directors, the Board shall take such action as it deems prudent and
      necessary to cause the Board to consist of directors, a majority of whom
      are Independent Directors.

      2. The effective date of this Second Amendment shall be November 17, 2002.

      IN WITNESS WHEREOF, Allergan, Inc. hereby executes this Second Amendment
on the 30th day of January, 2003.

ALLERGAN, INC.


By:    /s/ Douglas S. Ingram
   ------------------------------------------
       Douglas S. Ingram
       Corporate Vice President,
       General Counsel and Secretary