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                                                                     EXHIBIT 3.3

                                    BY-LAWS

                                       OF

                         TURBOSONIC TECHNOLOGIES, INC.
                      (AS AMENDED THROUGH AUGUST 27, 1997)



                                   ARTICLE I

                                  STOCKHOLDERS


     SECTION 1.1  ANNUAL MEETING.  Except as otherwise provided in Section 1.9
                  --------------                                              
of these By-laws, an annual meeting of stockholders of the Corporation for the
election of directors and for the transaction of any other business which may
properly be considered at the annual meeting, shall be held on the second
Wednesday in August in each year, unless such day shall fall on a legal holiday,
in which case such meeting shall be held on the next day thereafter not a legal
holiday.  The annual meeting in each year shall be held at such hour on said day
and at such place within or without the State of delaware as may be fixed by the
Board of Directors, or, if not so fixed, at 10:00 a.m. at the then principal
business office of the Corporation.

     SECTION 1.2  SPECIAL MEETING.  A special meeting of the holders of stock of
                  ---------------                                               
the Corporation entitled to vote on any business to be considered at any such
meeting may be called by the chairman of the Board, if any, or the President,
and shall be called by the chairman of the Board, if any, or the President or
the Secretary when directed to do so by resolution of the Board of Directors or
at the written request of directors representing a majority of the whole Board
or at the written request of the holders of 5% of the outstanding stock entitled
to vote at such meeting.  Any such request shall state the purpose or purposes
of the proposed meeting.

     SECTION 1.3  NOTICE OF MEETINGS.  Whenever stockholders are requested or
                  ------------------                                         
permitted to take any action at a meeting, unless notice is waived in writing by
all Stockholders entitled to vote at the meeting, a written notice of the
meeting shall be given which shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called.  Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

     Unless otherwise provided by law, and except as to any stockholder duly
waiving notice, the written notice of any meeting shall be given personally or
by mail, not less than ten nor more than fifty days before the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed, notice
shall be deemed given when deposited in the United States mail, first class
postage, prepaid, directed to the stockholder at his address as it appears on
the records of the Corporation.
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     When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken.  At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting.  If, however, the adjournment is for more than thirty days, or
if after the adjournment a new records date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

     SECTION 1.4  QUORUM.  Except as otherwise provided by law in respect of the
                  ------                                                        
vote of holders of stock that shall be required for a specified action, at any
meeting of stockholders the holders of a majority of the outstanding stock
entitled to vote thereat, either present or represented by proxy, shall
constitute a quorum for the transaction of any business, but the stockholders
present, although less than a quorum, may adjourn the meeting to another time or
place and, except as provided in the last paragraph of Section 1.3 of these By-
Laws, notice need not be given of the adjourned meeting.

     SECTION 1.5  VOTING.  Whenever directors are to be elected at a meeting,
                  -------                                                    
they shall be elected by a plurality of the votes cast at the meeting by the
holders of stock entitled to vote thereat.  Whenever any corporate action, other
than the election of directors, is to be taken by vote of stockholders at a
meeting, it shall, except as otherwise required by law or by the Certificate of
Incorporation or by these By-Laws, be authorized by a majority of the votes cast
at the meeting by the holders of stock entitled to vote thereat.

     Except as otherwise provided by law, each holder of record of stock of the
Corporation entitled to vote on any matter at any meeting of stockholders shall
be entitled to one vote for each share of such stock standing in the name of
such holder on the stock ledger of the Corporation on the record date for the
determination of the stockholders entitled to vote at the meeting.

     Upon the demand of any stockholder entitled to vote, the vote for
directors, or the vote upon any question before a meeting, shall be by written
ballot, but otherwise, unless specified by law, the method of voting and the
manner in which votes are counted shall be discretionary with the presiding
officer at the meeting.

     SECTION 1.6  PRESIDING OFFICER AND SECRETARY.  At every meeting of
                  --------------------------------                     
stockholders the Chairman of the Board, or in his absence (or if there be none)
the President, or in his absence a Vice President, or, if none be present, the
appointee of the presiding officer of the meeting, shall preside.  The
Secretary, or in his absence an Assistant Secretary, or if none be present, the
appointee of the presiding officer of the meeting, shall act as secretary of the
meeting.

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     SECTION 1.7  PROXIES.  Each stockholder entitled to vote at a meeting of
                  --------                                                   
stockholders or to express consent or dissent to corporate action in writing
without a meeting amy authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.  Every proxy shall be
signed by the stockholder or by his duly authorized attorney.

     SECTION 1.8  LIST OF STOCKHOLDERS.  The officer who has charge of the stock
                  --------------------                                          
ledger of the Corporation shall prepare and make, at least ten 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 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
ten 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 meting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole thereof, and may be inspected by any stockholder who is
present.

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

     SECTION 1.9  WRITTEN CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.  Whenever
                  --------------------------------------------------           
any statute or under any provision of the Certificate of Incorporation or these
By-Laws the vote of the holders of stock of the Corporation at a meeting is
required or permitted to be taken for or in connection with an election of
directors or any other corporate action, the meeting and vote of such
stockholders may be dispensed with and such action may be taken with the written
consent of the holders of a majority of the stock outstanding, except that, if
the vote of the holders of more than a majority of the outstanding stock shall
be required by statute or the Certificate of Incorporation or these By-laws for
a specified action, then such action may be taken only with the written consent
of the holders of the minimum percentage of the outstanding stock so required.
If any such action without a meeting is taken by less than unanimous written
consent, the Secretary shall give prompt notice thereof to all holders of
outstanding stock.  Any such written consent may be given by one or any number
of substantially concurrent written instruments of substantially similar tenor
signed by such stockholders, in person or by attorney or proxy duly appointed in
writing, and filed with the Secretary or an Assistant Secretary of the
Corporation.  Any such written consent shall be effective as of the effective
date thereof as specified therein, provided that such date is not more than
sixty days prior to the date such written consent is filed as aforesaid, or, if
no such date is so specified, on the date such

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written consent is filed as aforesaid.



                                   ARTICLE II

                                   DIRECTORS


     SECTION 2.1  NUMBER OF DIRECTORS.  The Board of Directors shall consist of
                  -------------------                                          
not less than eight nor more than ten directors, with the actual number to be
established by resolution of the Board of Directors.  The number of directors
may be changed at any time and from time to time by the affirmative vote at a
meeting of the holders of a majority of the stock outstanding or by the written
consent of the holders of a majority of such stock or by resolution of the Board
of Directors, adopted by a majority of the whole Board, except that no decrease
shall shorten the term of any incumbent director unless such director is
specifically removed pursuant to Section 2.5 of these By-Laws at the time of
such decrease.

     SECTION 2.2  ELECTION AND TERM OF DIRECTORS.  Directors shall be elected
                  ------------------------------                             
annually, by election at the annual meeting of stockholders or by the written
consent of the holders of a majority of the outstanding stock in lieu of such
meeting, and shall hold office until the next annual election.  The term of
office of each director shall be from the time of his election and qualification
until the annual election of directors next succeeding his election and until
his successor shall have been elected and shall have qualified.  If the annual
election of directors is not held on the date designated therefor, the directors
shall cause such election to be held as soon thereafter as convenient.

     SECTION 2.3  VACANCIES AND NEWLY CREATED DIRECTORSHIPS.  Vacancies and
                  -----------------------------------------                
newly created directorships resulting from any increase in the authorized number
of directors may be filled by election at a meeting of stockholders or by the
written consent of the holders of a majority of the outstanding stock in lieu of
a meeting.  Except as otherwise provided by law, vacancies (except vacancies
arising from the removal of directors) and any newly created directorships
resulting from any increase in the authorized number of directors may be filled
by resolution of the Board of Directors, adopted by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.

     SECTION 2.4  RESIGNATION.  Any director may resign from his office at any
                  -----------                                                 
time either by oral tender of resignation at any meeting of the Board or by oral
tender to the Chairman of the Board, if any, or the President or by giving
written notice to the Secretary of the Corporation.  Any such resignation shall
take effect at the time specified therein or, if the time be not specified, upon
receipt thereof, and the acceptance of such resignation, unless required by the
terms thereof, shall not be

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necessary to make such resignation effective.

     SECTION 2.5  REMOVAL.  Any or all of the directors may be removed at any
                  -------                                                    
time, with or without cause, by the affirmative vote at a meeting of the holders
of a majority of the stock outstanding or by the written consent of the holders
of a majority of such stock.

     SECTION 2.6  MEETINGS.   Meetings of the Board, regular or special, may be
                  --------                                                     
held at any place within or without the State of Delaware.   An annual meeting
of the Board for the appointment of officers and the transaction of any other
business shall be held after each annual  election of directors.  If an annual
meeting of stockholders is held at which such election occurs, the annual
meeting of the Board shall be held at the same place and immediately following
the holding of such meeting of stockholders, and no notice thereof need be
given.  If an annual election of directors occurs by written consent in lieu of
the annual meeting of stockholders, the annual meeting of the Board shall take
place as soon after such written consent is duly filed with the Corporation as
is practicable, either at the next regular meeting of the Board or at a special
meeting.   The Board may fix times and places for regular meetings of the Board
and no notice of such meetings need be given.  A special meeting of the Board
shall be held whenever called by the Chairman of the Board, if any, or by the
President or by at least one-third of the directors for the time being in
office, at such time and place as shall be specified in the notice or waiver
thereof.  Notice of each special meeting shall be given by the Secretary or by a
person calling the meeting to each director by mailing the same, first class
postage prepaid, not late than the second day before the meeting, or personally
or by telegraphing or telephoning the same not later than the day before the
meeting.

     SECTION 2.7  QUORUM AND VOTING.  A majority of the whole Board shall
                  -----------------                                      
constitute a quorum for the transaction of business, but, if there be less than
a quorum at any meeting of the Board, a majority of the directors present may
adjourn the meeting from time to time, and no further notice thereof need be
given other than announcement at the meeting which shall be so adjourned.
Except as otherwise provided by law or by these By-Laws, the act of a majority
of the whole Board at a meeting at which a quorum is present shall be the act of
the Board of Directors.

     SECTION 2.8  WRITTEN CONSENT OF DIRECTORS IN LIEU OF A MEETING.  Any action
                  -------------------------------------------------             
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting, if all members of the
Board or of such committee, as the case may be, consent thereto in writing and
the writing or writings are filed with the minutes of proceedings of the Board
or committee.

     SECTION 2.9  COMPENSATION.  Directors may receive compensation for services
                  ------------                                                  
to the Corporation in their capacities as

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directors or otherwise in such manner and in such amounts as may be fixed from
time to time by the Board.

     SECTION 2.10.  ACTION TAKEN BY CONFERENCE TELEPHONE.  Members of the Board
                    ------------------------------------                       
of Directors or any committee thereof may participate in a meeting by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.



                                  ARTICLE III

                         OFFICERS, AGENTS AND EMPLOYEES


     SECTION 3.1  APPOINTMENT AND QUALIFICATION.  The officers of the
                  -----------------------------                      
Corporation shall be a President, a Secretary and a Treasurer, and may include a
Chairman of the Board, one or more Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers, all of whom shall be appointed
by the Board of Directors.  Any number of offices may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument in
more than one capacity.  Each of the officers shall serve until the annual
meeting of the Board of Directors next succeeding his appointment and until his
successor shall have been chosen and qualified.  The Board may appoint, and may
delegate power to appoint, such other officers, agents and employees as it may
deem necessary or proper, who shall hold office for such period, have such
authority and perform such duties as may from time to time be prescribed by the
Board.

     SECTION 3.2  REMOVAL OF OFFICER, AGENT OR EMPLOYEE.  Any officer, agent or
                  -------------------------------------                        
employee of the Corporation may be removed by the Board of Directors with or
without cause at any time, and the Board may delegate such power of removal as
to officers, agents and employees not appointed by the Board of Directors.  Such
removal shall be without prejudice to such person's contract rights, if any, but
the appointment of any person as an officer, agent or employee of the
Corporation shall not of itself create contract rights.

     SECTION 3.3  COMPENSATION AND BOARD.  The compensation of the officers of
               -  ----------------------                                      
the Corporation shall be fixed by the Board of Directors, but this power may be
delegated to any officer in respect of other officers under his control.  The
Corporation may secure the fidelity of any or all of its officers, agents or
employees by bond.

     SECTION 3.4  CHAIRMAN OF THE BOARD.  The Chairman of the Board, if there be
                  ---------------------                                         
one, shall preside at all meetings of stockholders and of the Board of
Directors, and shall have such other powers and duties as may be delegated to
him by the Board of Directors.

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     SECTION 3.5  PRESIDENT.  The President shall be the chief executive
                  ---------                                             
officers of the Corporation.  In the absence of the Chairman of the Board (or if
there be none), he shall preside at all meetings of the stockholders and of the
Board of Directors.  He shall have general charge of the business and affairs of
the Corporation.  He may employ and discharge employees and agents of the
Corporation, except such as shall be appointed by the Board, and he may delegate
these powers.  The President may vote the stock or other securities of any other
domestic or foreign corporation of any type or kind which may at any time be
owned by the Corporation, may execute any stockholders' or other consents in
respect thereof and may in his discretion delegate such powers by executing
proxies, or otherwise, on behalf of the Corporation.  The Board of Directors by
resolution from time to time may confer like powers upon any other person or
persons.

     SECTION 3.6  VICE PRESIDENTS.  Each Vice President shall have such powers
                  ---------------                                             
and perform such duties as the Board of Directors or the President may from time
to time prescribe.  In the absence or inability to act of the President, unless
the Board of Directors shall otherwise provide, the Vice President who has
served in that capacity for the longest time and who shall be present and able
to act, shall perform all the duties and may exercise any of the powers of the
President.  The performance of any duty by a Vice President shall, in respect of
any other person dealing with the Corporation, be conclusive evidence of his
power to act.

     SECTION 3.7  TREASURER.  The Treasurer shall have charge of all funds and
                  ---------                                                   
securities of the Corporation, shall endorse the same for deposit or collection
when necessary and deposit the same to the credit of the Corporation in such
banks or depositories as the Board of Directors may authorize.  He may endorse
all commercial documents requiring endorsements for or on behalf of the
Corporation and may sign all receipts and vouchers for payments made to the
Corporation.  He shall have all such further powers and duties as generally are
incident to the position of Treasurer or as may be assigned to him by the
President or the Board of Directors.

     SECTION 3.8  SECRETARY.  The Secretary shall record all proceedings of
                  ---------                                                
meetings of the stockholders and directors in a book kept for that purpose and
shall file in such book all written consents of the stockholders or directors to
any action taken without a meeting and shall perform like duties for any
committee of the Board of Directors when required.  He shall attend to the
giving and serving of all notices of the Corporation.  He shall have custody of
the seal of the Corporation and shall attest the same by his signature whenever
required.  He shall have charge of the stock ledger and such other books and
papers as the Board of Directors may direct, but he may delegate responsibility
for maintaining the stock ledger to any transfer agent appointed by the Board.
He shall have all such further powers and duties as generally are incident to
the position of Secretary or as may be assigned to him by the President or the
Board of Directors.

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     SECTION 3.9  ASSISTANT TREASURERS.  In the absence or inability to act of
                  --------------------                                        
the Treasurer, any Assistant Treasurer may perform all the duties and exercise
all the powers of the Treasurer.  The performance of any such duty shall, in
respect of any other person dealing with the Corporation, be conclusive evidence
of his power to act.  An Assistant Treasurer shall also perform such other
duties as the Treasurer or the Board of Directors may assign to him.

     SECTION 3.10  ASSISTANT SECRETARIES.  In the absence or inability to act of
                   ---------------------                                        
the Secretary, any Assistant Secretary may perform all the duties and exercise
all the powers of the Secretary.  The performance of any such duty shall, in
respect of any other person dealing with the Corporation, be conclusive evidence
of his power to act.  An Assistant Secretary shall also perform such other
duties as the Secretary or the Board of Directors may assign to him.

     SECTION 3.11  DELEGATION OF DUTIES.  In case of the absence of any officer
                   --------------------                                        
of the Corporation, or for any other reason that the Board may deem sufficient,
the Board may confer for the time being the powers or duties, or any of them, of
such officer upon any the officer or upon any director.

     SECTION 3.12  LOANS TO OFFICERS AND EMPLOYEES; GUARANTY OF OBLIGATIONS OF
                   -----------------------------------------------------------
OFFICERS AND EMPLOYEES.  The Corporation may lend money to, or guarantee any
----------------------                                                      
obligation of, or otherwise assist any officer or other employee of the
Corporation or any subsidiary, including any officer or employee who is a
director of the Corporation or any subsidiary, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation.  The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation.



                                   ARTICLE IV

                                 CAPITAL STOCK


  SECTION 4.1     CERTIFICATES.  Certificates for stock of the Corporation shall
                  ------------                                                  
be in such form as shall be approved by the Board of Directors and shall be
signed in the name of the Corporation by the Chairman of the Board, if any, or
the President or a Vice President and by the Secretary or an Assistant Secretary
or the Treasurer or an Assistant Treasurer.  Such certificates may be sealed
with the seal of the Corporation or a facsimile thereof, and shall contain such
information as is required by law to be stated thereon.  If any stock
certificate is countersigned by a transfer agent or registrar other than the
Corporation or its employee, any

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other signature on the certificate may be a facsimile.  In case any officers,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officers, transfer agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

  SECTION 4.2     TRANSFERS OF STOCK.  Transfers of stock shall be made only
                  ------------------                                        
upon the books of the Corporation by the holder, in person or by duly authorized
attorney, and on the surrender of the certificate or certificates for such stock
properly endorsed.  The Board of Directors shall have the power to make all such
rules and regulations, not inconsistent with the Certificate of Incorporation
and these By-Laws, as the Board may deem appropriate concerning the issue,
transfer and registration of certificates for stock of the Corporation.  The
Board may appoint one or more transfer agents or registrars of transfers, or
both, and may require all stock certificates to bear the signature of either or
both.

  SECTION 4.3     LOST, STOLEN OR DESTROYED CERTIFICATES.  The Corporation may
                  --------------------------------------                      
issue a new stock certificate in the place of any certificate theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost, stolen or destroyed certificate or his legal
representative to give the Corporation a bond sufficient to indemnify it against
any claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of any such new certificate.
The Board may require such owner to satisfy other reasonable requirements.

  SECTION 4.4     STOCKHOLDER 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 to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action.  Only such stockholders as shall be stockholders of record on the
date so fixed shall be entitled to notice of, and to vote at, such meeting and
any adjournment thereof, or to give such consent, or to receive payment of such
dividend or other distribution, or to exercise such rights in respect of any
such change, conversion or exchange of stock, or to participate in such action,
as the case may be, notwithstanding any transfer of any stock on the books of
the Corporation after any record date so fixed.

  If no record date is fixed by the Board of Directors, (1) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of

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<PAGE>
 
business on the day next preceding the date on which notice is given, or, if
notice is waived by all stockholders entitled to vote at the meeting, at the
close of business on the day next preceding the day on which the meeting is
held, (2) the record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting shall be at the close
of business on the day next preceding the effective date of such consent as
provided in Section 1.9 of these By-Laws, and (3) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

  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.



                                   ARTICLE V

                                      SEAL


  SECTION 5.1     SEAL.  The seal of the corporation shall be circular in form
                  ----                                                        
and shall bear, in addition to any other emblem or device approved by the Board
of Directors the name of the Corporation, the year of its incorporation and the
words "Corporate Seal" and "Delaware".  Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.



                                   ARTICLE VI

                                WAIVER OF NOTICE


  SECTION 6.1     WAIVER OF NOTICE.  Whenever notice is required to be given by
                  ----------------                                             
statute, or under any provision of the Certificate of Incorporation or these By-
Laws, a written waiver thereof, signed by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to notice.
In the case of a stockholder, such waiver of notice may be signed by such
stockholder's attorney or a proxy duly appointed in writing.  Attendance of a
stockholder at a meeting of stockholders, or attendance of a director at a
meeting of the Board of Directors or any committee thereof, shall constitute a
waiver of notice of such meeting, except when such stockholder or director, as
the case may be, attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.  Neither the business to be transacted at,
nor the purpose of, any regular

                                       10
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or special meeting, of the stockholders or of the directors need be specified in
any written waiver of notice.



                                  ARTICLE VII

                          CHECKS, NOTES, DRAFTS, ETC.


  SECTION 7.1     CHECKS, NOTES, DRAFTS, ETC.  Checks, notes, drafts,
                  --------------------------                         
acceptances, bills of exchange and other orders or obligations for the payment
of money shall be signed by such officer or officers or person or persons as the
Board of Directors by resolution shall from time to time designate.



                                  ARTICLE VIII

                                   AMENDMENTS


  SECTION 8.1     AMENDMENTS.  These By-Laws or any of them may be altered or
                  ----------                                                 
repealed, and new By-Laws may be adopted, by the affirmative vote at a meeting
of the holders of a majority of the stock outstanding or by the written consent
of the holders of a majority of such stock.   The Board of Directors shall also
have power, by a majority vote of the whole Board, to alter or repeal any of
these By-Laws, and to adopt new By-Laws.

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