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                                                                     EXHIBIT 3.2



                          U S INDUSTRIAL SERVICES, INC.
                            (A DELAWARE CORPORATION)

                                     BY-LAWS

                                    ARTICLE I

                         Stockholders' Meetings; Voting

         Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors on the second Thursday in May of each
year, if not a legal holiday, and, if a legal holiday, then on the next day not
a legal holiday, at such time and place either within or without the State of
Delaware as may be designated by the Board of Directors from time to time. Any
other proper business may be transacted at the annual meeting.

         Section 1.2. Special Meetings. Special meetings of stockholders may be
called at any time by the Chairman of the Board, the President, the Board of
Directors, or as provided in Section 2.2, to be held at such date, time and
place either within or without the State of Delaware as may be stated in the
notice of the meeting. A special meeting of stockholders shall be called by the
Secretary upon the written request, stating the purpose of the meeting, of
stockholders who together own of record at least forty percent (40%) of the
outstanding shares of stock entitled to vote at such meeting.

         Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a 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. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the Corporation. The Corporation shall, at the written request of any
stockholder, cause such notice to such stockholder to be confirmed to such other
address and/or by such other means as such stockholder may reasonably request,
provided that if such written request is received after the date any such notice
is mailed, such request shall be effective for subsequent notices only.

         Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such 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 the adjournment is for
more than thirty days, or if after the adjournment a new record 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 1.5. Quorum. At each meeting of stockholders, except where
otherwise provided by law or the Certificate of Incorporation or these By-Laws,
the holders of a majority of the outstanding shares of each class of stock
entitled to vote at the meeting, present in person or represented by proxy,
shall constitute a quorum. With respect to any matter on which stockholders vote
separately as a class, the holders of a majority of the outstanding shares of
such class shall constitute a quorum for a meeting with respect to such matter.
Two or more classes or








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series of stock shall be considered a single class for purposes of determining
existence of a quorum for any matter to be acted on if the holders thereof are
entitled or required to vote together as a single class at the meeting on such
matter. In the absence of a quorum, the stockholders so present may, by majority
vote, adjourn the meeting from time to time in the manner provided by Section
1.4 of these By-Laws until a quorum shall attend.

         Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, or in his absence by the President, or in his
absence by a Vice President, or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

         Section 1.7. Voting; Proxies. Unless otherwise provided in the
Certificate of Incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
him which has voting power upon the matter in question. Each stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent
to corporate action in writing without a meeting may 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.
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the Corporation. Voting at meetings of
stockholders need not be by written ballot and need not be conducted by
inspectors unless the holders of a majority of the outstanding shares of any
class of stock entitled to vote thereon present in person or by proxy at such
meeting shall so determine. At all meetings of stockholders for the election of
directors, such election and all other elections and questions shall, unless
otherwise provided by law or by the Certificate of Incorporation or these
By-Laws, be decided by the vote of the holders of a majority of the outstanding
shares of all classes of stock entitled to vote thereon present in person or by
proxy at the meeting, voting as a single class.

         Section 1.8. Fixing Date for Determination of Stockholders of Record.
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. If no record date is fixed: (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 business on the day next preceding the day
on which notice is given, or, if notice is waived, 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, when no prior action by the Board is necessary, shall
be the day on which the first written consent is expressed; 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 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 may fix a new record date for the adjourned meeting.




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         Section 1.9. List of Stockholders Entitled to Vote. The Secretary 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 meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

         Section 1.10. Consent of Stockholders in Lieu of Meeting. To the extent
provided by any statute at the time in force, whenever the vote of stockholders
at a meeting thereof is required or permitted to be taken for or in connection
with any corporate action, by any statute, by the Certificate of Incorporation
or by these By-Laws, the meeting and prior notice thereof and vote of
stockholders may be dispensed with if the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted shall consent in writing to such corporate action without
a meeting by less than unanimous written consent and notice thereof shall be
given to those stockholders who have not consent in writing.

                                   ARTICLE II

                               Board of Directors

         Section 2.1. Powers; Number; Qualifications. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise provided by law or in the certificate of
incorporation. The number of Directors which shall constitute the whole Board of
Directors shall not be less than one (1) nor more than nine (9). Within such
limits, the number of directors may be fixed from time to time by vote of the
stockholders or of the Board of Directors, at any regular or special meeting,
subject to the provisions of the Certificate of Incorporation.

         Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies;
Special Elections. Except as otherwise provided in this Section 2.2, the
directors shall be elected annually at the annual meeting of the stockholders.
Each director (whenever elected) shall hold office until the annual meeting of
stockholders or any special meeting of stockholders called to elect directors
next succeeding his election and until his successor is elected and qualified or
until his earlier resignation or removal, except as provided in the Certificate
of Incorporation. Any director may resign at any time upon written notice to the
Board of Directors or to the Chairman of the Board or to the President of the
Corporation. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such resignation shall
be necessary to make it effective. Any director may be removed with or without
cause at any time upon the affirmative vote of the holders of a majority of the
outstanding shares of stock of the Corporation entitled to vote for the election
of such director, given at a special meeting of such stockholders called for the
purpose. If any vacancies shall occur in the Board of Directors, by reason of
death, resignation, removal or otherwise, or if the authorized number of
directors shall be increased, the directors then in office shall continue to
act, and such vacancies may be filled by a majority of the directors then in
office, though less than a quorum; provided, however, that whenever the holders
of any class or classes of stock or series thereof are entitled to elect one or






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more directors by the provisions of the Certificate of Incorporation, vacancies
and newly created directorships of such class or classes or series shall be
filled by a majority of the directors elected by such class or classes or series
thereof then in office though less than a quorum or by a sole remaining director
so elected. Any such vacancies or newly created directorships may also be filled
upon the affirmative vote of the holders of a majority of the outstanding shares
of stock of the Corporation entitled to vote for the election of directors,
given at a special meeting of the stockholders called for the purpose.

         Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board may from time to time determine, and if so determined
notice thereof need not be given.

         Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board, by the President or by
any two directors. Reasonable notice thereof shall be given by the person or
persons calling the meeting.

         Section 2.5. Telephonic Meetings Permitted. Unless otherwise restricted
by the Certificate of Incorporation or these By-Laws, any member of the Board of
Directors, or any committee designated by the Board, may participate in a
meeting of the Board or of such committee, as the case may be, by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this By-Law shall constitute presence in person at such
meeting.

         Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors the presence of a majority of the total number of directors
shall constitute a quorum for the transaction of business. The vote of at least
a majority of the directors present at any meeting at which a quorum is present
shall be necessary to constitute and shall be the act of the Board unless the
Certificate of Incorporation or these By-Laws shall otherwise provide. In case
at any meeting of the Board a quorum shall not be present, the members of the
Board present may adjourn the meeting from time to time until a quorum shall
attend.

         Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, or in his absence by the President,
or in their absence by a chairman chosen at the meeting. The Secretary shall act
as secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

         Section 2.8. Action by Directors Without a Meeting. Unless otherwise
restricted by the Certificate of Incorporation or these By-Laws, 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 such committee, as the case may be, consents 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, as such, may receive annual
stipends for and a fixed sum and expenses for attendance at each regular or
special meeting of the board, and for attendance as members of committees of
which he is a member; provided, that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor; and provided further, that directors may be
granted stock options, stock appreciation rights and similar rights pursuant to
the Corporation's stock option plans and other plans, as from time to time in
effect.




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                                   ARTICLE III

         Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the total number of directors, designate an Executive
Committee, a Compensation Committee, an Audit Committee, and one or more
committees, each committee to consist of one or more of the directors of the
Corporation. Any such committee, to the extent provided in the resolution of the
Board, and unless otherwise restricted by the Certificate of Incorporation or
these By-Laws, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation, to the
full extent permitted by law.

         Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may adopt, amend and repeal
rules for the conduct of its business. In the absence of a provision by the
Board or a provision in the rules of such committee to the contrary, the entire
authorized number of members of such committee shall constitute a quorum for the
transaction of business, the vote of all such members present at a meeting shall
be the act of such committee, and in other respects each committee shall conduct
its business pursuant to Article II of these By-Laws.

                                   ARTICLE IV

                                    Officers

         Section 4.1. Officers; Election. As soon as practicable after the
annual meeting of stockholders in each year, the Board shall elect a President
and a Secretary. The Board may also elect a Chairman of the Board, one or more
Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers and may give any
of them such further designations or alternate titles as it considers desirable.
Any number of offices may be held by the same person.

         Section 4.2. Term of Office; Resignation; Removal; Vacancies. Except as
otherwise provided in the resolution of the Board of Directors electing any
officer, each officer shall hold office until the first meeting of the Board
after the annual meeting of stockholders next succeeding his election, and until
his successor is elected and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the Board, to
the Chairman of the Board or to the President of the Corporation. Such
resignation shall take effect at the time specified therein, and unless
otherwise specified therein no acceptance of such resignation shall be necessary
to make it effective. The Board may remove any officer with or without cause at
any time, provided that such action by the Board shall require the vote of a
majority of the whole Board. Any such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation, but the
election of an officer shall not of itself create contractual rights. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise shall or may be filled for the unexpired portion of the
term by the Board at any regular or special meeting in the manner provided in
Section 4.1 for election of officers following the annual meeting of
stockholders.

         Section 4.3. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Board of Directors and of the stockholders at
which he shall be present. He shall have and may exercise such powers and
perform such other duties as are, from time to time, assigned to him by the
Board and as may be provided by law.




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         Section 4.4. President. The President shall be the chief executive
officer and shall have general charge and supervision of the business of the
Corporation. In addition, he shall perform all duties incident to such office,
and such other duties as, from time to time, may be assigned to him by the Board
or as may be provided by law. In the absence of the Chairman of the Board, the
President shall preside at all meetings of stockholders. He shall have general
and active management of the business of the Corporation and shall see that all
orders and resolutions of the Board are carried into effect; subject, however,
to the right of the Board to delegate any specific powers, except such as may be
by statute exclusively conferred on the President, to any other officer or
officers of the Corporation.

         Section 4.5. Vice Presidents. The Vice President or Vice Presidents
(including Executive Vice Presidents and Senior Vice Presidents), shall perform
the duties as shall be assigned to him by the Board of Directors.

         Section 4.6. Secretary. The Secretary shall have the duty to record the
proceedings of the meetings of the stockholders, the Board of Directors and any
committees in a book to be kept for that purpose; he shall see that all notices
are duly given in accordance with the provisions of these By-Laws or as required
by law; he shall be custodian of the records of the Corporation; he may affix
the corporate seal to any document the execution of which, on behalf of the
Corporation, is duly authorized, and when so affixed may attest the same; and,
in general, he shall perform all duties incident to the office of secretary of a
corporation, and such other duties as, from time to time, may be assigned to him
by the Board, the Chairman of the Board, or the President or as may be provided
by law.

         Section 4.7. Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust companies
or other depositories as shall, from time to time, be selected by or under
authority of the Board of Directors; if required by the Board, he shall give a
bond for the faithful discharge of his duties, with such surety or sureties as
the Board may determine; he shall keep or cause to be kept full and accurate
records of all receipts and disbursements in books of the Corporation and shall
render to the Chairman of the Board, the President and to the Board, whenever
requested, an account of the financial condition of the Corporation; and, in
general, he shall perform all the duties incident to the office of treasurer of
a corporation, and such other duties as may be assigned to him by the Board, the
Chairman of the Board, or the President or as may be provided by law.

         Section 4.8. Other Officers. The other officers, if any, of the
Corporation shall have such powers and duties in the management of the
Corporation as shall be stated in a resolution adopted by the Board of Directors
which is not inconsistent with these By-Laws and, to the extent not so stated,
as generally pertain to their respective offices, subject to the control of the
Board. The Chairman of the Board or the President may appoint persons to serve
as Assistant Secretaries of the Corporation and to hold such office as
determined at the time of appointment but not beyond the period in Section 4.2.
The Board may require any officer, agent or employee to give security for the
faithful performance of his duties.




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                                    ARTICLE V

                                      Stock

         Section 5.1. Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman of the Board of Directors or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the Corporation, certifying the number of shares
owned by him in the Corporation. If such certificate is manually signed by one
officer or manually countersigned by a transfer agent or by a registrar, any
other signature on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, 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 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The Corporation may issue a new certificate of stock 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 such new certificate.

                                   ARTICLE VI

                                  Miscellaneous

       Section 6.1. Seal. The Corporation may have a corporate seal which
shall have the name of the Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.

         Section 6.2. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Whenever notice is required to be given by law 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. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person 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 or special meeting of the stockholders,
directors, or members of a committee of directors need be specified in any
written waiver of notice unless so required by the Certificate of Incorporation
or these By-Laws.

         Section 6.3. Form of Records. Any records maintained by the Corporation
in the regular course of its business, including its stock ledger, books of
account and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs or any other information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.

         Section 6.4. Dividends. Dividends upon the stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at






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any regular or special meeting, pursuant to law. Dividends may be paid in cash,
bonds, in property, or in shares of stock, subject to the provisions of the
Certificate of Incorporation.

         Section 6.5. Reserves. Before the payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such sum
or sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purposes as the directors shall think conducive to the interest
of the Corporation, and the directors may modify or abolish any such reserve.

         Section 6.6. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         Section 6.7. Fiscal Year. The fiscal year of the Corporation shall be
the year ending September 30.

         Section 6.8. Offices. The registered office of the Corporation shall be
in the City of Wilmington, County of New Castle, State of Delaware. The
Corporation may also have offices at such other places within or outside the
State of Delaware as the Board of Directors may from time to time determine or
the business of the Corporation may require.

                                   ARTICLE VII

                                   Amendments

         Section 7.1. Amendments. These by-laws may be altered, amended or
repealed at any regular meeting of the stockholders or of the Board of Directors
or at any special meeting of the stockholders or of the Board of Directors if
notice of such alteration, amendment or repeal be contained in the notice of
such special meeting.

                                  ARTICLE VIII

                                 Indemnification

         Section 8.1. Indemnification. The Corporation shall indemnify to the
fullest extent permitted by law any person made or threatened to be made a party
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person, or a person of whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the Corporation or any predecessor of the Corporation, or serves or
served any other enterprise as a director, officer, employee or agent at the
request of the Corporation or any predecessor of the Corporation. For purposes
of this Article, references to "the Corporation" shall be deemed to include any
subsidiary of the Corporation now or hereafter organized under the laws of the
State of Delaware.

         Section 8.2. Expenses. The Corporation may pay any expenses reasonably
incurred by a director or officer in defending a civil or criminal action, suit
or proceeding in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the Corporation under this Article or
otherwise. The





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Corporation may, by action of its Board of Directors, provide for the payment of
such expenses incurred by employees and agents of the Corporation as it deems
appropriate.

         Section 8.3. Non-Exclusive. The rights conferred on any person under
this Article shall not be deemed exclusive of any other rights that such person
may have or hereafter acquire under any statute, provision of the Corporation's
Certificate of Incorporation, By-Laws, agreement, vote of stockholders or
indemnification and to the advancement of expenses under this Article shall be
deemed to be provided by a contract between the Corporation and the director,
officer, employee or agent who serves in such capacity at any time while these
By-Laws and any other relevant provisions of the Delaware General Corporation
Law and any other applicable law, if any, are in effect. Any repeal or
modification thereof shall not affect any rights or obligations then existing.




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