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                                                                     EXHIBIT 3.2


                                    BYLAWS
                                      OF
                             WESTOWER CORPORATION


                                   ARTICLE 1

                    REGISTERED OFFICE AND REGISTERED AGENT
                    --------------------------------------

       The registered office of the corporation shall be located in the state of
Washington at such place as may be fixed from time to time by the board of
directors upon filing of such notices as may be required by law, and the
registered agent shall have a business office identical with such registered
office.  Any change in the registered agent or register office shall be
effective upon filing such change with the office of the Secretary of State of
the state of Washington.

                                  ARTICLE II

                            SHAREHOLDERS' MEETINGS
                            ----------------------

       Section 1.   ANNUAL MEETINGS The annual meeting of the shareholders of
                    ---------------                                          
the corporation shall be held at the registered office of the corporation, or
such other place as may be designated by the notice of the meeting, during the
month of September each year, or at such other time as may be designated by
resolution of the board of directors, for the purpose of election of directors
and for such other business as may properly come before the meeting.

       Section 2.   SPECIAL MEETINGS  Special meetings of the shareholders of
                    ----------------                                         
the corporation may be called at any time by the president, or by a majority of
the board of directors, or by the holders of at least twenty-five percent (25%)
of all the votes entitled to be cast on any issue proposed to be considered at a
proposed special meeting; provided that upon qualification of the corporation as
a "public company" under the Washington Business Corporation Act, the percentage
of votes required to call a special meeting shall be thirty percent (30%).  No
business shall be transacted at any special  meeting of shareholders except as
is specified in the notice calling for said meeting.   The board of directors
may designate any place as the place of any special meeting called by the
president or the board of directors, and special meetings called at the request
of shareholders shall be held at such place as may be determined by the board of
directors and placed in the notice of  such meetings.

       Section 3.   NOTICE OF MEETINGS  Written notice of annual or special
                    ------------------                                     
meetings of shareholders stating the place, day, and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called,  shall be given by the secretary or persons authorized to call the
meeting to each shareholder of record entitled to vote at the meeting.  Such
notice shall be given not less than ten (10) nor more than sixty (60) days prior
to the date of the meeting, except that notice of a meeting to act on (i) an
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amendment to the Articles of Incorporation, (ii) a plan of merger or share
exchange, (iii) a proposed sale, lease, exchange or other disposition of
substantially all of the assets of the corporation other than in the usual or
regular course of business, or (iv) the dissolution  of the corporation shall be
given no fewer than twenty (20)days nor more than sixty (60) days before the
meeting date.  Notice may be transmitted by mail, private carrier or personal
delivery; telegraph or teletype; or telephone, wire or wireless equipment which
transmits a facsimile of the notice.  If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail addressed to the
shareholder at the shareholder's address as it appears on the stock transfer
books of the corporation.

       Section 4.   WAIVER OF NOTICE  Notice of the time, place, and purpose of
                    ----------------                                           
any meeting may be waived in writing ( either before or after such meeting) and
will be waived by any shareholder by the shareholder's attendance at the meeting
in person or by proxy, unless the shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting.  Any
shareholder so waiving shall be bound by the proceedings of any such meeting in
all respects as if due notice thereof had been given.

       Section 5.   QUORUM AND ADJOURNED MEETING  A majority of the outstanding
                    ----------------------------                               
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum a meeting of shareholders.  A majority of the shares
represented at a meeting, from time to time without further notice.  At such
reconvened meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.  The shareholders present at a duly organized meeting may
continue to transact business at such meeting and at any adjournment of such
meeting (unless a new record date is or must be set for the adjourned meeting),
notwithstanding the withdrawal of enough shareholders from either meeting to
leave less than a quorum.

       Section 6.   PROXIES   At all meeting of shareholders, a shareholder may
                    -------                                                    
vote by proxy executed in writing by the shareholder or by the shareholder's
duly authorized attorney in fact.  Such proxy shall be filed with the secretary
of the corporation before or at the time of the meeting.  No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise
provided in the proxy.

       Section 7.   VOTING RECORD  After fixing a record date for a
                    -------------                                  
shareholders' meeting, the corporation shall prepare an alphabetical list of the
names of all shareholders on the record date who are entitled to notice of the
shareholders; meeting.  The list shall be arranged by voting group, and with
each voting group by class or series of shares, and show the address of and
number of shares held by each shareholder.  A shareholder, shareholder's agent,
or a shareholder's attorney may inspect the shareholder's list, beginning ten
day prior to the shareholders' meeting and continuing through the meeting, at
the corporation's principal office or at a place identified in the meeting
notice in the city where the meeting will be held during regular business hours
and at the shareholder's expense.  The shareholders list shall be kept open for
inspection during such meeting  or any adjournment.
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       Section 8.   VOTING OF SHARES  Except as otherwise provided in the
                    ----------------                                     
Articles of Incorporation or in these Bylaws, every shareholder of record shall
have the right at every shareholders' meeting to one vote for every share
standing in the shareholder's name on the books of the corporation.  If a quorum
exists, action on a matter, other than election of directors, is approved by a
voting group of shareholders if the votes cast within the voting group favoring
the action exceed the votes cast within the voting group opposing the action,
unless the Articles of Incorporation or the Washington Business Corporation Act
require a greater number of affirmative votes.

       Section 9.   RECORD DATE  For the purpose of determining shareholders
                    -----------                                             
entitled to notice or to vote at any meeting of shareholders, or any adjournment
thereof, or entitled to receive payment of any dividend, the board of directors
may fix in advance a record date for any such determination of shareholders,
such date to be not more than seventy (70)  days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote a meeting of shareholders, or shareholders entitled to
receive payment of a dividend, the day before the date on which notice of the
meeting is mailed or the date on which the resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders.  When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof, unless
the board of directors fixes a new record date, which it must do if the meeting
is adjourned more than one hundred twenty (120) days after the date fixed for
the original meeting.

                                  ARTICLE III

                                   DIRECTORS
                                   ---------

       Section 1.   GENERAL POWERS  All corporate powers shall be exercised by
                    --------------                                            
or under the authority of, and the business and affairs of the corporation shall
be managed under the direction of, the board of directors except as otherwise
provided by the laws of the state of Washington or in the Articles of
Incorporation.

       Section 2.   NUMBER  The number of directors of the corporation shall be
                    ------                                                     
not less than three nor more than twelve.  The number of directors constituting
the whole board may be fixed or increased or decreased from time to time by
resolution of the board directors provided that no decrease shall shorten the
term of any incumbent director.

       Section 3.   TENURE AND QUALIFICATION  At the first annual meeting of
                    ------------------------                                
shareholders and at each annual meeting thereafter, the shareholders of the
corporation shall elect directors.  Each director shall hold office until the
next succeeding annual meeting and until his or her successor shall have been
elected and qualified.  Directors need not be residents of the state of
Washington or shareholders of the corporation.
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       Section 4.   ELECTION  The directors shall be elected by the shareholders
                    --------                                                    
at their annual meeting each year; and if, for any cause, the directors shall
not have been elected at an annual meeting, they may be elected at a special
meeting of shareholders called for that purpose in the manner provided by these
Bylaws.

       Section 5.   VACANCIES  Vacancies in the board of directors, including
                    ---------                                           
vacancies resulting from an increase in the number of directors, may be filled
by the shareholders, the board of directors, or a majority of the remaining
directors if they do not constitute a quorum.

       Section 6.   RESIGNATION  Any director may resign at any time by
                    -----------                                           
delivering written notice to the board of directors, its chairperson, the
president or the secretary of the corporation.  A resignation shall be effective
when the notice is delivered unless the notice specifies a later effective date.

       Section 7.   REMOVAL OF DIRECTORS  At a meeting of shareholders called
                    --------------------                                     
expressly for that purpose, the entire board of directors, or any member
thereof, may be removed, with or without cause, by a vote of the holders of a
majority of shares then entitled to vote at an election of  such directors.

       Section 8.   MEETINGS
                    --------

               (a)  The annual meeting of the board of directors shall be held
                    immediately after the annual shareholders' meeting at the
                    same place as the annual shareholders' meeting or at such
                    other place and at such time as may be determined by the
                    directors. No notice of the annual meeting of the board of
                    directors shall be necessary.

               (b)  Special meetings may be called at any time and place upon
                    the call of the president, secretary, or any director,
                    Notice of the time and place of each special meeting shall
                    be given by the secretary or the persons calling the
                    meeting, by mail, private carrier, radio, telegraph,
                    telegram, facsimile transmission, personal communication by
                    telephone or otherwise at least two (2) days in advance of
                    the time of the meeting. The purpose of the meeting need not
                    be given in the notice. Notice of any special meeting may be
                    waived in writing or by telegram (either before or after
                    such meeting) and will be waived by any director by
                    attendance thereat.

               (c)  Regular meetings of the board of directors shall be held at
                    such place and on such day and hour as shall from time to
                    time be fixed by resolution of the board of directors. No
                    notice of regular meeting of the board of directors shall be
                    necessary.

               (d)  At any meeting of the board of directors, any business may
                    be transacted, and the board may exercise all of its powers.
<PAGE>
 
       Section 9.   QUORUM AND VOTING
                    -----------------

               (a)  A majority of the directors shall constitute a quorum, but a
                    lesser number may adjourn any meeting from time to time
                    until a quorum is obtained, and no further notice thereof
                    need be given

               (b)  If a quorum is present when a vote is taken, the affirmative
                    vote of a majority of the directors present at the meeting
                    is the act of the board of directors.

       Section 10.  COMPENSATION  By resolution of the board of directors, the
                    ------------                                                
directors  may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director.  No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

       Section 11.  PRESUMPTION OF ASSENT  A director of the corporation who is
                    ---------------------                                      
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless:

               (a)  The director objects at the beginning of the meeting, or
                    promptly upon the director's arrival, to holding it or
                    transacting business at the meeting:
               (b)  The director's dissent of abstention from the action taken
                    is entered in the minutes of the meeting; or
               (c)  The director delivers written notice of the director's
                    dissent or abstention to the presiding officer of the
                    meeting before its adjournment or to the corporation within
                    a reasonable time after adjournment of the meeting.

The right of dissent or abstention is not available to a director who votes in
favor of the action taken.

       Section 12.  COMMITTEES  The board of directors, by resolution adopted by
                    ----------                                           
a majority of the full board of directors, may designate one or more committees
from among its members, each of which must have two or more members and, to the
extent provided in such resolution, shall have and may exercise all the
authority of the board of directors, except that no such committee shall have
the authority to: authorize or approve a distribution except according to a
general formula or method prescribed by the board of directors; approve or
propose to shareholders action that the Washington Business Corporation Act
requires to be approved by shareholders; fill vacancies on the board of
directors or on any of its committees; amend any Articles of Incorporation
requiring shareholder approval; adopt, amend or repeal Bylaws; approve a plan of
merger requiring shareholder approval; or authorize or approve the issuance or
sale or contract for sale of shares, or determine the designation and relative
rights, preferences and limitations of a class or series of shares, except that
the board of 
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directors may authorize a committee, or a senior executive officer of the
corporation, to do so within limits specifically prescribed by the board of
directors.

                                  ARTICLE IV

                     SPECIAL MEASURES FOR CORPORATE ACTION
                     -------------------------------------

       Section 1.   ACTIONS BY WRITTEN CONSENT  Any corporate action required or
                    --------------------------                                 
permitted by the Articles of Incorporation Bylaws, or the laws under which the
corporation is formed, to be voted upon or approved at a duly called meeting of
the directors, committee of directors, or shareholders may be accomplished
without a meeting if one or more unanimous written consents of the respective
directors or shareholders, setting forth the actions so taken, shall be signed,
either before or after the action taken, by all the directors, committee
members, or shareholders, as the case may be. Action taken by unanimous written
consent is effective when the last director or committee member signs the
consent, unless the consent specifies a later effective date. Action taken by
unanimous written consent of the shareholders is effective when all consents are
in possession of the corporation, unless the consent specifies a later effective
date.

       Section 2.   MEETINGS BY CONFERENCE TELEPHONE  Members of the board of
                    --------------------------------                         
directors, members of a committee of directors, or shareholders may participate
in their respective meeting by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time; participation in a meeting by such
means shall constitute presence in person at such meeting.

                                   ARTICLE V

                                   OFFICERS
                                   --------
                                        
       Section 1.   OFFICERS DESIGNATED  The officers of the corporation shall
                    -------------------                                       
be a president, a secretary and a treasurer, each of whom shall be elected by
the board of directors.  Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the board of directors.  Any two
or more offices may be held by the same person.

       The board of directors may, in its discretion, elect a chairperson and
one or more vice-chairpersons of the board of directors; and, if chairperson has
been elected, the chairperson shall, when present, preside at all meetings of
the board of directors and the shareholders shall have such other powers as the
board may prescribe.

       Section 2.   ELECTION, QUALIFICATION AND TERM OF OFFICE  Each of the
                    ------------------------------------------             
officers shall be elected by the board of directors.  None of said officers need
be a director.  The officers shall be elected by the board of directors at each
annual meeting of the board of directors.  Except as hereinafter provided, each
of said officers shall hold office from the date of his or 
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her election until the next annual meeting of the board of directors and until
his or her successor shall have been duly elected and qualified.

       Section 3.   POWERS AND DUTIES
                    -----------------

                    (a)  PRESIDENT The president shall be the chief executive
                         ---------
                         officer of the corporation and, subject to the
                         direction and control of the board of directors, shall
                         have general charge and supervision over its property,
                         business, and affairs.
                    (b)  SECRETARY The secretary shall: (1) keep the minutes of
                         ---------
                         the shareholders' and of the board of directors'
                         meetings in one or more books provided for that
                         purpose; (2) see that all notices are duly given in
                         accordance with the provisions of these Bylaws or as
                         required by law; (3) be custodian of the corporate
                         records and of the seal of the corporation and affix
                         the seal of the corporation to all documents as may be
                         required; (4) keep a register of the post office
                         address of each shareholder which shall be furnished to
                         the secretary by such shareholder; (5) sign with the
                         president, or a vice-president, certificates for shares
                         of the corporation, the issuance of which shall have
                         been authorized by resolution of the board of
                         directors; (6) have general charge of the stock
                         transfer books of the corporation; and (7) in general
                         perform all duties incident to the office of secretary
                         and such other duties as from time to time may be
                         assigned to him or her by the president or by the board
                         of directors.
                    (c)  TREASURER Subject to the direction and control of the
                         ---------
                         board of directors, the treasurer shall have the
                         custody, control, and disposition of the funds and
                         securities of the corporation and shall account for the
                         same; and, at the expiration of his or her term of
                         office, her or she shall turn over to his or her
                         successor all property of the corporation in his or her
                         possession.

       Section 4.   ASSISTANT SECRETARIES AND ASSISTANT TREASURERS  The
                    ----------------------------------------------     
assistant secretaries, when authorized by the board of directors, may sign with
the president, or a vice president, certificates for shares of the corporation,
the issuance 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 shall be assigned to them by the secretary or the treasurer,
respectively, or by the president of the board of directors.
<PAGE>
 
       Section 5.   REMOVAL  The board of directors shall have the right to
                    -------                                                 
remove any officer whenever in its judgment the best interests of the
corporation will be served thereby.

       Section 6.   VACANCIES  The board of directors shall fill any office
                    ---------                                                   
which becomes vacant with a successor who shall hold office for the unexpired
term and until his or her successor shall have been duly elected and qualified.

       Section 7.   SALARIES  The salaries of all officers of the corporation
                    --------                                                 
shall be fixed by the board of directors.

                                  ARTICLE VI

                              SHARE CERTIFICATES
                              ------------------

       Section 1.   ISSUANCE, FORM AND EXECUTION OF CERTIFICATES  No shares of
                    --------------------------------------------              
the corporation shall be issued unless authorized by the board.  Such
authorization shall include the maximum number of shares to be issued, the
consideration to be received for each share, the value of noncash consideration,
and a statement that the board has determined that such consideration is
adequate.  Certificates for shares of the corporation shall be in such form as
is consistent with the provisions of the Washington Business Corporation Act and
shall state:

               (a)  The name of the corporation and that the corporation is
                    organized under the laws of this state;
               (b)  The name of the person to whom issued; and
               (c)  The number and class of shares and the designation of the
                    series, if any, which such certificate represents. They
                    shall be signed by two officers of the corporation, and the
                    seal of the corporation may be affixed thereto. Certificates
                    may be issued for fractional shares. No certificate shall be
                    issued for any share until consideration established for its
                    issuance has been paid.

       Section 2.   TRANSFERS  Shares may be transferred by delivery of the
                    ---------                                              
certificate therefor, accompanied either by an assignment in writing on the back
of the certificate, written assignment separate from certificate, or written
power of attorney to assign and transfer the same signed by the record holder of
the certificate.  The board of directors may by resolution, provide that
beneficial owners of shares shall be deemed holders of record for certain
specified purposes.  Except as otherwise specifically provided in these Bylaws,
no shares shall be transferred on the books of the corporation until the
outstanding certificate thereof has been surrendered to the corporation.

       Section 3.   LOSS OR DESTRUCTION OF CERTIFICATES  In case of loss or
                    -----------------------------------                    
destruction of any certificate of shares, another may be issued in its place
upon proof of such loss or destruction and upon the giving of a satisfactory
indemnity bond to the corporation.  A new certificate may be issued without
requiring any bond when the judgement of the board of directors it is proper to
do so.
<PAGE>
 
                                  ARTICLE VII

                               BOOKS AND RECORDS
                               -----------------
                                        
       Section 1.   BOOKS OF ACCOUNT, MINUTES AND SHARE REGISTER  The
                    --------------------------------------------     
corporation shall keep as permanent records minutes of all meetings of its
shareholders and board of directors, a record of all actions taken by the
shareholders or board of directors without a meeting, and a record of all action
taken by a committee of the board of directors exercising the authority of the
board of directors on behalf of the corporation.  The corporation shall maintain
appropriate accounting records.  The corporation or its agent shall maintain a
record of its shareholders, in a form that permits preparation of a list of the
names and addresses of all shareholders in alphabetical order by class of shares
showing the number and class of shares held by each.  The corporation shall keep
a copy of the following records at its principal office: the Articles or
Restated Articles of Incorporation and all amendments to them currently in
effect; the Bylaws or Restated Bylaws and all amendments to them currently in
effect; the minutes of all shareholders' meetings, and records of all actions
taken by shareholders without a meeting, for the past three years; its financial
statements for the past three years, including balance sheets showing in
reasonable detail the financial condition of the corporation as of the close of
each fiscal year and an income statement showing the results of its operations
during each fiscal year prepared on the basis of generally accepted accounting
principles or, if not, prepared on a basis explained therein; all written
communications to shareholders generally within the past three years; a list of
the names and business addresses of its current directors and officer; and its
most recent annual report delivered to the Secretary of state of the state of
Washington.

       Section 2.   COPIES OF RESOLUTIONS  Any person dealing with the
                    ---------------------                             
corporation may rely upon a copy of any of the records of the proceedings,
resolution, or votes of the board of directors or shareholders when certified by
the president or secretary.

                                 ARTICLE VIII

                                    BYLAWS
                                    ------

       The board of directors may adopt, amend or repeal the bylaws, or adopt
new bylaws, subject to the reserved power of the shareholders to amend or repeal
the bylaws, or adopt new bylaws, and in amending or repealing a particular bylaw
to provide expressly that the board of directors may not amend or repeal that
bylaw.