EXHIBIT 3.2

                  AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS
                                       OF
                             SUPERIOR SERVICES, INC.

       THIS AMENDMENT dated as of this 24th day of November,  1998 ("Amendment")
amends the Superior  Services,  Inc. Amended and Restated By-laws (the "By-laws)
adopted as of November 29, 1995 to the extent set forth herein.

                                   WITNESSETH:

       WHEREAS,   on  November  24th  1998,  the  Board  of  Directors  approved
resolutions to amend the By-laws as specified herein.

       NOW,  THEREFORE,   BE  IT  RESOLVED,  that  second  sentence  of  Section
2.05(a)(ii)  of the By-laws  shall be deleted in its entirety and the  following
shall be substituted therefor:

                     To be timely,  a shareholder's  notice shall be received by
              the Secretary of the  corporation at the principal  offices of the
              Corporation not less than 45 days nor more than 75 days in advance
              of the first annual  anniversary (the  "Anniversary  Date") of the
              date set forth in the Corporation's  proxy statement for the prior
              year's Annual Meeting as the date on which the  Corporation  first
              mailed  definitive  proxy  materials  for the prior year's  Annual
              Meeting; provided, however, that in the event that the date of the
              Annual Meeting is advanced by more than 30 days or delayed by more
              than 60 days from the second  Tuesday in the month of May,  notice
              by the  shareholder  to be  timely  must also be so  received  not
              earlier than the 90th day prior to the date of such Annual Meeting
              and not later than the close of  business  on the later of (x) the
              60th  day  prior  to such  Annual  Meeting  and (y) the  10th  day
              following the day on which public announcement of the date of such
              meeting is first made.

       FURTHER RESOLVED,  that the Amendment shall be effective immediately and,
except as amended by this Amendment,  the By-laws shall remain in full force and
effect.

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                             SUPERIOR SERVICES, INC.

                         BOARD OF DIRECTORS RESOLUTIONS
                         DECREASING NUMBER OF DIRECTORS
                                February 23, 1999

       RESOLVED,   that,   effective   immediately,   the  number  of  directors
constituting  the Board of Directors  shall be reduced by one (1) director  from
seven (7) to six (6).

       FURTHER  RESOLVED,  that,  effective  immediately,  the first sentence of
Section  3.01 of the  Company's  By-laws is hereby  amended and  restated in its
entirety as set forth below in order to evidence  the change being made today in
the number of directors  constituting  the Board of Directors  from seven (7) to
six (6):

       "The  number of  directors  shall be fixed by a  resolution  adopted by a
       majority  of the  directors  then in  office,  or by  amendment  of these
       by-laws, but in no event shall there be less than six (6) directors,  and
       a  decrease  in the number of  directors  shall not  shorten  the term of
       office of an incumbent director."

       FURTHER RESOLVED, that the last sentence of Section 3.01 of the Company's
By-laws is hereby deleted in its entirety.

       FURTHER  RESOLVED,  that the appropriate  officers of the Company be, and
hereby  are,  authorized  and  directed  for,  on behalf  and in the name of the
Company to take or cause to be taken such further  action as such  officers,  or
any of them,  in their sole  discretion,  shall deem  necessary  or advisable to
carry into effect the tenor and purport of the foregoing resolutions, including,
without limitation,  the insertion of the foregoing amendment into the Company's
By-laws as appropriate; and that any and all actions so taken be and they hereby
are ratified, confirmed and approved in all respects.


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                             SUPERIOR SERVICES, INC.

                 BOARD OF DIRECTORS RESOLUTION AMENDING BY-LAWS

                                February 23, 1999
                                ----------------


       RESOLVED,  that the  following  By-law  provision  is hereby added to the
Company's By-laws effective immediately:

       ss. 3.16 Independent Director Stock Ownership Requirement.

       Each non-employee director of the Corporation is required to beneficially
own (as defined  under Rule 13d-3 of the  Securities  Exchange Act of 1934) such
number of shares of the Corporation's common stock having a value at least equal
to three times the annual retainer fee paid from time to time by the Corporation
to such non-employee director.  Each non-employee director shall have five years
to  comply  with  this  Section  3.16  from  the  later  of (i) the date of such
director's  first  election or appointment to the Board of Directors or (ii) the
date of adoption of this  Section 3.16  (February  16,  1999).  The value of the
Corporation's common stock for purposes of this Section 3.16 shall be determined
by the Board of Directors in its discretion.