<PAGE>
 
                                                                    Exhibit 3.03



                        WHEELABRATOR TECHNOLOGIES INC.



                                    BY-LAWS



                                                              As amended through
                                                                January 30, 1997
<PAGE>
 
                                    BY-LAWS
                                      OF
                        WHEELABRATOR TECHNOLOGIES INC.

                                   ARTICLE I

                                    Offices

          Section 1. Delaware Office. The office of Wheelabrator Technologies
Inc. (the "Corporation") within the State of Delaware shall be in the City of
Dover, County of Kent.

          Section 2. Other Offices. The Corporation may also have an office or
offices and keep the books and records of the Corporation, except as otherwise
may be required by law, in such other place or places, either within or without
the State of Delaware, as the Board of Directors of the Corporation may from
time to time determine or the business of the Corporation may require.


                                  ARTICLE II

                           Meetings of Stockholders

          Section 1. Place of Meetings. All meetings of holders of shares of
capital stock of the Corporation shall be held at the office of the Corporation
in the State of Delaware or at such other place, within or without the State of
Delaware, as may from time to time be fixed by the Board or specified or fixed
in the respective notices or waivers of notice thereof.

          Section 2. Annual Meetings. An annual meeting of stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting (an "Annual Meeting") shall be
held at 9:00 a.m. on the first Wednesday of May of each year (the first Annual
Meeting to be held in May 1987), or on such other date and at such other time as
may be fixed by the Board. If the Annual Meeting shall not be held on the day
designated, the Board shall call a special meeting of stockholders as soon as
practicable for the election of directors.

          Section 3. Special Meetings. Special meetings of stockholders, unless
otherwise provided by law, may be called at any time by the Board pursuant to a
resolution adopted by a majority of the then authorized number of directors (as
determined in accordance with Section 2 of Article III of these By-laws), or by
the Chief Executive Officer. Any such call must specify the matter or matters to
be acted upon at such meeting and only such matter or matters shall be acted
upon thereat.

                                      (1)
<PAGE>
 
          Section 4. Notice of Meetings. Except as otherwise may be required by
law, notice of each meeting of stockholders, whether an Annual Meeting or a
special meeting, shall be in writing, shall state the purpose or purposes of the
meeting, the place, date and hour of the meeting and, unless it is an Annual
Meeting, shall indicate that the notice is being issued by or at the direction
of the person or persons calling the meeting, and a copy thereof shall be
delivered or sent by mail, not less than 10 or more than 60 days before the date
of said meeting, to each stockholder entitled to vote at such meeting. If
mailed, such notice shall be directed to such stockholder at his address as it
appears on the stock records of the Corporation, unless he shall have filed with
the Secretary a written request that notices to him be mailed to some other
address, in which case it shall be directed to him at such other address. Notice
of an adjourned meeting need not be given if the time and place to which the
meeting is to be adjourned was announced at the meeting at which the adjournment
was taken, unless (i) the adjournment is for more than 30 days or (ii) the Board
shall fix a new record date for such adjourned meeting after the adjournment.

          Section 5. Quorum. At each meeting of stockholders of the Corporation,
the holders of shares having a majority of the voting power of the capital stock
of the Corporation issued and outstanding and entitled to vote thereat shall be
present or represented by proxy to constitute a quorum for the transaction of
business, except as otherwise provided by law.

          Section 6. Adjournments. In the absence of a quorum at any meeting of
stockholders or any adjournment or adjournments thereof, holders of shares
having a majority of the voting power of the capital stock present or
represented by proxy at the meeting may adjourn the meeting from time to time
until a quorum shall be present or represented by proxy. At any such adjourned
meeting at which a quorum shall be present or represented by proxy, any business
may be transacted which might have been transacted at the meeting as originally
called if a quorum had been present or represented by proxy thereat.

          Section 7. Order of Business. (a) At any Annual Meeting, only such
business shall be conducted as shall have been brought before the Annual Meeting
(i) by or at the direction of the Board of Directors or (ii) by any stockholder
who complies with the procedures set forth in this Section 7.

          (b) For business properly to be brought before an Annual Meeting by a
stockholder, the stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 30 days nor more than 60 days prior to
the Annual Meeting; provided, however, that in the event that less than 40 days'
notice or prior public disclosure of the date of the Annual Meeting is given or
made to stockholders, notice by the stockholder to be timely must be received
not later than the close of business on the tenth day following the day on which
such notice of the date of the Annual Meeting was mailed or such public
disclosure was made. To be in proper written form, a stockholder's notice to the
Secretary shall set forth in writing as to each matter the stockholder proposes
to bring before the Annual Meeting: (i) a brief description of the business
desired to be brought before the Annual Meeting and the reasons for conducting
such business at the Annual Meeting; (ii) the name and address, as they appear
on the Corporation's books, of the stockholder proposing such business; (iii)
the class and number of shares of the Corporation which are beneficially owned
by the stockholder; and (iv) any material interest of the stockholder in such
business. Notwithstanding anything in the By-laws to the contrary, no business

                                      (2)
<PAGE>
 
shall be conducted at an Annual Meeting except in accordance with the procedures
set forth in this Section 7. The chairman of an Annual Meeting shall, if the
facts warrant, determine and declare to the Annual Meeting that business was not
properly brought before the Annual Meeting in accordance with the provisions of
this Section 7 and, if he should so determine, he shall so declare to the Annual
Meeting and any such business not properly brought before the Annual Meeting
shall not be transacted.

          Section 8. Voting. Except as otherwise provided in the Certificate of
Incorporation or in a resolution of the Board of Directors adopted pursuant to
the Certificate of Incorporation establishing a series of Preferred Stock of the
Corporation ("Preferred Stock"), at each meeting of stockholders, every
stockholder of the Corporation shall be entitled to one vote for every share of
capital stock standing in his name on the stock records of the Corporation (i)
at the time fixed pursuant to Section 6 of Article VII of these By-laws as the
record date for the determination of stockholders entitled to vote at such
meeting, or (ii) if no such record date shall have been fixed, then at the close
of business on the day next preceding the day on which notice thereof shall be
given. At each meeting of stockholders, all matters (except as otherwise
provided in Section 3 of Article III of these By-laws and except in cases where
a larger vote is required by law or by the Certificate of Incorporation of the
Corporation or these By-laws) shall be decided by a majority of the votes cast
at such meeting by the holders of shares of capital stock present or represented
by proxy and entitled to vote thereon, a quorum being present.

          Section 9. Inspectors. For each election of directors by the
stockholders and in any other case in which it shall be advisable, in the
opinion of the Board, that the voting upon any matter shall be conducted by
inspectors of election, the Board shall appoint two inspectors of election. If,
for any such election of directors or the voting upon any such other matter, any
inspector appointed by the Board shall be unwilling or unable to serve, or if
the Board shall fail to appoint inspectors, the chairman of the meeting shall
appoint the necessary inspector or inspectors. The inspectors so appointed,
before entering upon the discharge of their duties, shall be sworn faithfully to
execute the duties of inspectors with strict impartiality, and according to the
best of their ability, and the oath so taken shall be subscribed by them. Such
inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each of the shares represented
at the meeting, the existence of a quorum, and the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the chairman of the meeting or any stockholder entitled to vote
thereat, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and shall execute a certificate of any
fact found by them. No director or candidate for the office of director shall
act as an inspector of election of directors. Inspectors need not be
stockholders.


                                  ARTICLE III

                                   Directors

          Section 1. Powers. The business of the Corporation shall be managed
under the direction of the Board. The Board may exercise all such authority and
powers of the Corporation and do all

                                      (3)
<PAGE>
 
such lawful acts and things as are not by law or otherwise directed or required
to be exercised or done by the stockholders.

          Section 2. Number, Election and Terms. The authorized number of
directors may be determined from time to time by a vote of a majority of the
then authorized number of directors or by the affirmative vote of the holders of
at least 80% of the voting power of the then outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of directors,
voting together as a single class; provided, however, that such number initially
shall be five; and provided, further, that such number shall not be less than a
minimum of five nor more than a maximum of 15; and provided, further, that such
number and such minimum and maximum may be increased pursuant to resolution of
the Board, adopted pursuant to the Certificate of Incorporation, establishing
any series of Preferred Stock. The directors, other than those who may be
elected by the holders of any series of the Preferred Stock pursuant to a
resolution of the Board adopted pursuant to the Certificate of Incorporation
establishing such series, shall be classified, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as possible, as determined by the Board, one class initially to be elected for a
term expiring at the Annual Meeting to be held in 1987, another class initially
to be elected for a term expiring at the Annual Meeting to be held in 1988, and
another class initially to be elected for a term expiring at the Annual Meeting
to be held in 1989, with the members of each class to hold office until their
successors have been elected and qualified. At each Annual Meeting, the
successors of the class of directors whose term expires at that Annual Meeting
shall be elected to hold office for a term expiring at the Annual Meeting held
in the third year following the year of their election. Except as otherwise
provided in the Certificate of Incorporation, newly created directorships
resulting from any increase in the number of directors and any vacancies on the
Board resulting from death, resignation, disqualification, removal or other
cause shall be filled by the affirmative vote of a majority of the remaining
directors then in office, even if less than a quorum of the Board, or by a sole
remaining director. Any director elected in accordance with the preceding
sentence shall hold office until the Annual Meeting at which the term of office
of the class to which such director has been elected expires and until such
director's successor shall have been duly elected and qualified. No decrease in
the number of directors constituting the Board shall shorten the term of any
incumbent director.

          Section 3. Nominations of Directors; Election. Nominations for the
election of directors may be made by the Board or a committee appointed by the
Board, or by any stockholder entitled to vote generally in the election of
directors who complies with the procedures set forth in this Section 3.
Directors shall be at least 21 years of age. Directors need not be stockholders.
At each meeting of stockholders for the election of directors at which a quorum
is present, the persons receiving a plurality of the votes cast shall be elected
directors. All nominations by stockholders shall be made pursuant to timely
notice in proper written form to the Secretary of the Corporation. To be timely,
a stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor more
than 60 days prior to the meeting; provided, however, that in the event that
less than 40 days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. To be in proper written form, such stockholder's notice
shall set forth in writing (i) as to each person whom the stockholder proposes
to nominate for election or reelection as a director, all information relating
to such person that is required to be disclosed in

                                      (4)
<PAGE>
 
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended, including, without limitation, such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected; and (ii) as to the stockholder giving the notice (x) the name and
address, as they appear on the Corporation's books, of such stockholder and (y)
the class and number of shares of the Corporation which are beneficially owned
by such stockholder. At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a director shall furnish to
the Secretary of the Corporation the information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee. In the event
that a stockholder seeks to nominate one or more directors, the Secretary shall
appoint two inspectors, who shall not be affiliated with the Corporation, to
determine whether a stockholder has complied with this Section 3. If the
inspectors shall determine that a stockholder has not complied with this Section
3, the inspectors shall direct the chairman of the meeting to declare to the
meeting that a nomination was not made in accordance with the procedures
prescribed by the By-laws of the Corporation, and the chairman shall so declare
to the meeting and the defective nomination shall be disregarded.

          Section 4. Place of Meetings. Meetings of the Board shall be held at
the Corporation's office in the State of Delaware or at such other place, within
or without such State, as the Board may from time to time determine or as shall
be specified or fixed in the notice or waiver of notice or any such meeting.

          Section 5. Regular Meetings. Regular meetings of the Board shall be
held in accordance with a yearly meeting schedule as determined by the Board; or
such meetings may be held on such other days and at such other times as the
Board may from time to time determine. Notice of regular meetings of the Board
need not be given except as otherwise required by these By-laws.

          Section 6. Special Meetings. Special meetings of the Board may be
called by the Chief Executive Officer and shall be called by the Secretary at
the request of any two of the other directors.

          Section 7. Notice of Meetings. Notice of each special meeting of the
Board (and of each regular meeting for which notice shall be required), stating
the time, place and purposes thereof, shall be mailed to each director,
addressed to him at his residence or usual place of business, or shall be sent
to him by telex, cable or telegram so addressed, or shall be given personally or
by telephone, on 24 hours' notice.

          Section 8. Quorum and Manner of Acting. The presence of at least a
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business at any meeting of the
Board. If a quorum shall not be present at any meeting of the Board, a majority
of the directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present. Except where a different vote is required or permitted by law or these
By-laws or otherwise, the act of a majority of the directors present at any
meeting at which a quorum shall be present shall be the act of the Board. Any
action required or permitted to be taken by the Board may be taken without a
meeting if all the directors consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
directors shall be filed with the minutes of the proceedings of the Board. Any
one or more directors may participate in any meeting of the Board by means of a

                                      (5)
<PAGE>
 
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall be deemed to constitute presence in person at a meeting of
the Board.

          Section 9. Resignation. Any director may resign at any time by giving
written notice to the Corporation; provided, however, that written notice to the
Board, the Chairman of the Board, the Chief Executive Officer or the Secretary
shall be deemed to constitute notice to the Corporation. Such resignation shall
take effect upon receipt of such notice or at any later time specified therein
and, unless otherwise specified therein, acceptance of such resignation shall
not be necessary to make it effective.

          Section 10. Removal of Directors. Subject to the rights of the holders
of any series of Preferred Stock, any director may be removed from office only
for cause by the affirmative vote of the holders of at least 80% of the voting
power of all shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class.

          Section 11. Compensation of Directors. The Board may provide for the
payment to any of the directors, other than officers or employees of the
Corporation, of a specified amount for services as director or member of a
committee of the Board, or of a specified amount for attendance at each regular
or special Board meeting or committee meeting, or of both, and all directors
shall be reimbursed for expenses of attendance at any such meeting; provided,
however, that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.


                                  ARTICLE IV

                            Committees of the Board

          Section 1. Appointment and Powers of Executive Committee. The Board
may, by resolution adopted by the affirmative vote of a majority of the
authorized number of directors, designate an Executive Committee of the Board
which shall consist of such number of members as the Board shall determine.
Except as provided by Delaware law, during the interval between the meetings of
the Board, the Executive Committee shall possess and may exercise all the powers
of the Board in the management and direction of all the business and affairs of
the Corporation (except the matters hereinafter assigned to any other Committee
of the Board), in such manner as the Executive Committee shall deem in the best
interests of the Corporation in all cases in which specific directions shall not
have been given by the Board. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business by the
committee and the act of a majority of the members of the committee present at a
meeting at which a quorum shall be present shall be the act of the committee.
Either the Chief Executive Officer or the Chairman of the Executive Committee
may call meetings of the Executive Committee.

          Section 2. Appointment and Powers of Audit Committee. The Board may,
by resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate an Audit Committee of the Board, which shall
consist of such number of members as the Board shall determine. The Audit
Committee shall (i) make recommendations to the Board as to the independent
accountants

                                      (6)
<PAGE>
 
to be appointed by the Board; (ii) review with the independent accountants the
scope of their examination; (iii) receive the reports of the independent
accountants and meet with representatives of such accountants for the purpose of
reviewing and considering questions relating to their examination and such
reports; (iv) review, either directly or through the independent accountants,
the internal accounting and auditing procedures of the Corporation; and (v)
perform such other functions as may be assigned to it from time to time by the
Board. The Audit Committee may determine its manner of acting and fix the time
and place of its meetings, unless the Board shall otherwise provide. A majority
of the members of the Audit Committee shall constitute a quorum for the
transaction of business by the committee and the act of a majority of the
members of the committee present at a meeting at which a quorum shall be present
shall be the act of the committee.

          Section 3. Compensation Committee; Other Committees. The Board may, by
resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate members of the Board to constitute a Compensation
Committee and such other committees of the Board as the Board may determine.
Such committees shall in each case consist of such number of directors as the
Board may determine, and shall have and may exercise, to the extent permitted by
law, such powers as the Board may delegate to them, in the respective
resolutions appointing them. Each such committee may determine its manner of
acting and fix the time and place of its meetings, unless the Board shall
otherwise provide. A majority of the members of any such committee shall
constitute a quorum for the transaction of business by the committee and the act
of a majority of the members of such committee present at a meeting at which a
quorum shall be present shall be the act of the committee.

          Section 4. Action by Consent; Participation by Telephone or Similar
Equipment. Unless the Board shall otherwise provide, any action required or
permitted to be taken by any committee may be taken without a meeting if all
members of the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the committee shall be filed with the minutes of the proceedings of
the committee. Unless the Board shall otherwise provide, any one or more members
of any such committee may participate in any meeting of the committee by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation by
such means shall constitute presence in person at a meeting of the committee.

          Section 5. Changes in Committees; Resignations; Removals. The Board
shall have power, by the affirmative vote of a majority of the authorized number
of directors, at any time to change the members of, to fill vacancies in, and to
discharge any committee of the Board. Any member of any such committee may
resign at any time by giving notice to the Corporation; provided, however, that
notice to the Board, the Chairman of the Board, the Chief Executive Officer, the
chairman of such committee or the Secretary shall be deemed to constitute notice
to the Corporation. Such resignation shall take effect upon receipt of such
notice or at any later time specified therein; and, unless otherwise specified
therein, acceptance of such resignation shall not be necessary to make it
effective. Any member of any such committee may be removed at any time, either
with or without cause, by the affirmative vote of a majority of the authorized
number of directors at any meeting of the Board called for that purpose.

                                      (7)
<PAGE>
 
                                   ARTICLE V

                                   Officers

          Section 1. The Officers of the Corporation shall be chosen by the
board of directors and shall be a chairman of the board, one or more vice
chairmen of the board (the number thereof to be determined by the board of
directors), a president, one or more vice presidents (the number and designation
thereof to be determined by the board of directors), a secretary, a treasurer, a
chief financial officer, a general counsel, a controller and such assistant
secretaries, assistant treasurers or other officers as may be elected or
appointed by the board of directors. Any number of offices may be held by the
same person, unless the certificate of incorporation or these by-laws otherwise
provide.

          Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a chairman of the board, a
president, one or more vice presidents, a secretary, a treasurer, a chief
financial officer, a general counsel, a controller and may choose one or more
vice chairmen of the board, assistant officers or other officers as it may deem
advisable.

          Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

          Section 4. The salaries and other compensation of all officers (other
than assistant officers, unless the board otherwise determines) and agents of
the Corporation appointed by the board shall be as fixed by the board of
directors.

          Section 5. The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
Corporation shall be filled by the board of directors.

                             Chairman of the Board

          Section 6. The chairman of the board shall preside at all meetings of
the stockholders and the board of directors. He or she may sign certificates for
shares of the Corporation and any deeds, mortgages, bonds, contracts or other
instruments which the board of directors has authorized to be executed, whether
or not under the seal of the Corporation, except in cases where the signing and
execution thereof shall be expressly delegated by the board of directors or by
these by-laws to some other officer or agent of the Corporation. The chairman of
the board shall perform such other duties and have such other powers as the
board of directors shall from time to time prescribe.

                 Vice Chairman (or Vice Chairmen) of the Board

          Section 7. In the absence of the chairman of the board or in the event
of his inability or refusal to act, the vice chairman of the board (or in the
event there may be more than one vice chairman of the board, the vice chairman
of the board, in the order designated, or in the absence of any

                                      (8)
<PAGE>
 
designation, then in the order of their election) shall perform the duties of
the chairman of the board, and when so acting, shall have all the powers of and
be subject to all restrictions upon the chairman of the board. He may sign
certificates for shares of the Corporation and any deeds, mortgages, bonds,
contracts, or other instruments which the board of directors has authorized to
be executed, whether or not under the seal of the Corporation, except in cases
where the signing and execution thereof shall be expressly delegated by the
board of directors or by these by-laws to some other officer or agent of the
Corporation. The vice chairmen of the board shall perform such other duties and
have such other powers as the board of directors or the chairman of the board
may from time to time prescribe.

                                   President

          Section 8. The president shall be the chief executive officer of the
Corporation. He or she shall have responsibility for the general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the board of directors are carried into effect. The president may
sign certificates for shares of the Corporation and any deeds, mortgages, bonds,
contracts or other instruments which the board of directors has authorized to be
executed, whether or not under the seal of the Corporation, except in cases
where the signing and execution thereof shall be expressly delegated by the
board of directors or by these by-laws to some other officer or agent of the
Corporation. In the absence of the chairman of the board and the vice chairman
(or, if there be more than one, the vice chairmen) of the board, or in the event
of their inability or refusal to act, the president shall perform the duties of
the chairman of the board, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the chairman of the board. The president
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                               Vice President(s)

          Section 9. In the absence of the president or in the event of his
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the president, and when so acting, shall have all the powers of
and be subject to the restrictions upon the president. The vice presidents shall
perform such other duties and have such other powers as the board of directors,
the chairman of the board or the president may from time to time prescribe.

                                      (9)
<PAGE>
 
                                   Secretary

          Section 10. The secretary shall: (a) keep the minutes of stockholders,
board of directors and board of directors committee meetings in one or more
books provided for the purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all certificates for shares prior
to the issue thereof and to all documents, the execution of which on behalf of
the Corporation under its seal is necessary or desirable; (d) keep or cause to
be kept a register of the mailing address of each stockholder which shall be
furnished to the secretary or the transfer agent of the Corporation by such
stockholder; (e) sign with the chairman of the board, a vice chairman of the
board, the president, or a vice president, certificates for shares of the
Corporation, the issue of which shall have been authorized by resolution of the
board of directors; (f) have general charge of stock transfer books of the
Corporation (g) attest to the genuineness of the signature on behalf of the
Corporation of any officer or agent of the Corporation on any deeds, mortgages,
bonds, contracts or other instruments; (h) certify the authenticity of any
instrument or record of the Corporation; and (i) in general perform all duties
incident to the office of secretary and such other duties as the board of
directors or the chairman of the board or the president may from time to time
prescribe.

                                   Treasurer

          Section 11. If required by the board of directors, the treasurer shall
give a bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the board of directors shall determine. He shall: (a) have
charge and custody of and be responsible for all funds and securities of the
Corporation, and the deposit of all moneys in the name of the Corporation in
such banks, trust companies or other depositaries as shall be selected in
accordance with resolutions of the board of directors; and (b) in general
perform all the duties incident to the office of treasurer and such other duties
as the board of directors or the chairman of the board or the president may from
time to time prescribe.

                            Chief Financial Officer

          Section 12. The chief financial officer shall have the general powers
and duties of supervision and management with respect to the financial affairs
of the Corporation usually vested in the chief financial officer of a
corporation, and such other duties as the board of directors or the chairman of
the board or the president may from time to time prescribe.

                                General Counsel

          Section 13. The general counsel shall be the chief legal adviser of
the Corporation as to all matters affecting the Corporation or its business. In
general he shall perform all the duties incident to the office of general
counsel and such other duties as the board of directors, the chairman of the
board or the president may from time to time prescribe.

                                     (10)
<PAGE>
 
                                  Controller

          Section 14. The controller shall be the principal accounting officer
of the Corporation and shall supervise the preparation and maintenance, on a
current basis, of such accounting books, records and reports as may be necessary
for directors, officers and executives of the Corporation to discharge their
duties or as may be required by law. In general, he shall perform all duties
incident to the office of controller and such other duties as the board of
directors or the chairman of the board or the president may from time to time
prescribe.

                Assistant Treasurers and Assistant Secretaries

          Section 15. The assistant secretaries as thereunto authorized by the
board of directors may sign with the chairman of the board, a vice chairman of
the board, the president, or a vice president certificates for shares of the
Corporation, the issue of which shall have been authorized by a resolution of
the board of directors, may attest to the genuineness of the signature on behalf
of the Corporation of any officer or agent of the Corporation on any deeds,
mortgages, bonds, contracts or other instruments and may certify the
authenticity of any instrument or record of the Corporation. The assistant
treasurers may sign with the chairman of the board, a vice chairman of the
board, the president or a vice president, certificates for shares of the
Corporation, the issue of which shall have been authorized by resolution of the
board of directors. The assistant treasurers shall, respectively, if required by
the board of directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the board of directors shall determine. The
assistant secretaries and assistant treasurers in general shall perform such
duties as the secretary or the treasurer, respectively, or the board of
directors or the chairman of the board or the president may from time to time
prescribe.

                                  ARTICLE VI

                   Contracts, Checks, Loans, Deposits, etc.

          Section 1. Contracts. The Board may authorize any officer or officers,
agent or agents, in the name and on behalf of the Corporation, to enter into any
contract or to execute and deliver any instrument, which authorization may be
general or confined to specific instances; and, unless so authorized by the
Board, no officer, agent or employee shall have any power or authority to bind
the Corporation by any contract or engagement or to pledge its credit or to
render it liable pecuniarily for any purpose or for any amount.

          Section 2. Checks, etc. All checks, drafts, bills of exchange or other
orders for the payment of money out of the funds of the Corporation, and all
notes or other evidences of indebtedness of the Corporation, shall be signed in
the name and on behalf of the Corporation in such manner as shall from time to
time be authorized by the Board, which authorization may be general or confined
to specific instances.

          Section 3. Loans. No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless
authorized by the Board, which authorization may be general or confined to
specific instances. All bonds, debentures, notes and other obligations or

                                     (11)
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evidences of indebtedness of the Corporation issued for such loans shall be
made, executed and delivered as the Board shall authorize.

          Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as may be selected by or in
the manner designated by the Board. The Board or its designees may make such
special rules and regulations with respect as such bank accounts, not
inconsistent with the provisions of the Certificate of Incorporation or these
By-laws, as they may deem advisable.

                                  ARTICLE VII

                                 Capital Stock

          Section 1. Stock Certificates. Each stockholder shall be entitled to
have, in such form as shall be approved by the Board, a certificate or
certificates signed by the Chairman of the Board or the Chief Executive Officer,
and by either the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary (except that, when any such certificate is countersigned by
a transfer agent or registered by a registrar other than the Corporation or an
employee of the Corporation, the signatures of any such officers may be
facsimiles, engraved or printed), which may be sealed with the seal of the
Corporation (which seal may be a facsimile, engraved or printed), certifying the
number of shares of capital stock of the Corporation owned by such stockholder.
In the event any officer who has signed or whose facsimile signature has been
placed upon any such certificate shall have ceased to be such officer before
such certificate is issued, such certificate may be issued by the Corporation
with the same effect as if he were such officer at the date of its issue.

          Section 2. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make or cause to be prepared or made, at least 10 days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares of capital stock registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting for the duration thereof, and may be inspected by any stockholder of
the Corporation who is present.

          Section 3. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 2 of this Article VII or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

          Section 4. Transfers of Capital Stock. Transfers of shares of capital
stock of the Corporation shall be made only on the stock ledger of the
Corporation by the holder of record thereof,

                                     (12)
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by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, or by the transfer agent of the
Corporation, and only on surrender of the certificate or certificates
representing such shares, properly endorsed or accompanied by a duly executed
stock transfer power. The Board may make such additional rules and regulations
as it may deem advisable concerning the issue and transfer of certificates
representing shares of the capital stock of the Corporation.

          Section 5. Lost Certificates. 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, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

          Section 6. Fixing of Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment of any
dividends or other distributions or allotments of any rights, or entitled to
exercise any rights in respect to any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than 60 days nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

          Section 7. Beneficial Owners. 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 to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not the
Corporation shall have express or other notice thereof, except as otherwise
provided by law.

                                 ARTICLE VIII

                                  Fiscal Year

          The Corporation's fiscal year shall coincide with the calendar year.

                                     (13)
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                                  ARTICLE IX

                                     Seal

          The Corporation's seal shall be circular in form and shall include the
words "WHEELABRATOR TECHNOLOGIES INC., Delaware, 1985, Seal."

                                   ARTICLE X

                               Waiver of Notice

          Whenever any notice is required by law, the Certificate of
Incorporation or these By-laws to be given to any director, member of a
committee or stockholder, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether signed before or after the time stated
in such written waiver, shall be deemed equivalent to such notice. Attendance of
a person at a meeting shall constitute a waiver of notice of such meeting,
except when such person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business on the
grounds that the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any meeting of the
stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice.

                                  ARTICLE XI

                                  Amendments

          These By-laws or any of them may be amended or supplemented in any
respect at any time, either (i) at any meeting of stockholders, provided that
any amendment or supplement proposed to be acted upon at any such meeting shall
have been described or referred to in the notice of such meeting; or (ii) at any
meeting of the Board, provided that any amendment or supplement proposed to be
acted upon at any such meeting shall have been described or referred to in the
notice of such meeting or an announcement with respect thereto shall have been
made at the last previous Board meeting, and provided further that no amendment
or supplement adopted by the Board shall vary or conflict with any amendment or
supplement adopted by the stockholders. Notwithstanding the preceding sentence,
the affirmative vote of the holders of at least 80% of the voting power of the
then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to amend or repeal, or adopt any provisions inconsistent with,
Section 3 of Article II of these By-laws, Section 2 or Section 10 of Article III
of these By-laws, or this sentence.

                                     (14)
<PAGE>
 
                                  ARTICLE XII

                        Inapplicability of Section 203

          The Corporation expressly elects not to be governed by Section 203 of
the Delaware General Corporation Law.

                                     (15)