<PAGE>
                                                                  Exhibit 3.2(b)

                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                        UNIVERSAL HOSPITAL SERVICES, INC.
                               (the "Corporation")

1.   Meetings of Stockholders.

     1.1  Annual Meeting. The annual meeting of stockholders shall be held on
such date and at such time as shall be designated from time to time by the board
of directors (the "Board").

     1.2  Special Meetings. Special meetings of the stockholders may be called
by resolution of the Board or by the president and shall be called by the
president or secretary upon the written request (stating the purpose or purposes
of the meeting) of a majority of the directors then in office or of the holders
of a majority of the outstanding shares of stock entitled to vote. Only business
related to the purposes set forth in the notice of the meeting may be transacted
at a special meeting.

     1.3  Place and Time of Meetings. Meetings of the stockholders may be held
in or outside the State of Delaware at the place and time specified by the
Board, the president or the directors or stockholders requesting the meeting.
The Board may, in its sole discretion, determine that the meeting shall not be
held at any place, but may instead be held solely by means of remote
communication that meet the requirements of the Delaware General Corporation Law
(the "DGCL"), subject to such guidelines and procedures as the Board may adopt.
Subject to such guidelines and procedures adopted by the Board, the stockholders
and proxyholders not physically present at the meeting of stockholders may, by
means of remote communication (a) participate in a meeting of stockholders and
(b) be deemed present in person and vote at a meeting of stockholders whether
such meeting is to be held at a designated place or solely by means of remote
communication, provided that (i) the Corporation shall implement reasonable
measures to verify that each person deemed present and permitted to vote at the
meeting by means of remote communications is a stockholder or proxyholder, (ii)
the Corporation shall implement reasonable measures to provide such stockholders
and proxyholders a reasonable opportunity to participate in the meeting and to
vote on matters submitted to the stockholders, including an opportunity to read
or hear the proceedings of the meeting substantially concurrently with such
proceedings and (iii) if any stockholder or proxyholder votes or takes other
action at the meeting by means of remote communication, a record of such vote or
other action shall be maintained by the Corporation.

     1.4  Notice of Meetings; Waiver of Notice. Written notice of each meeting
of stockholders shall be given to each stockholder entitled to vote at the
meeting, except that (a) it shall not be necessary to give notice to any
stockholder who submits a signed waiver of notice before or after the meeting,
and (b) no notice of an adjourned meeting need be given except when required
under Section 1.5 of these by-laws or by law. Except as otherwise required by
the DGCL, each notice of a meeting shall be given,

<PAGE>

personally or by mail, not less than 10 nor more than 60 days before the meeting
and shall state the time and place, if any, of the meeting, the means of remote
communication, if any, by which stockholders and proxy holders may be deemed to
be present in person and vote at such meeting, and unless it is the annual
meeting, shall state at whose direction or request the meeting is called and the
purposes for which it is called. If mailed, notice shall be considered given
when mailed to a stockholder at his address on the Corporation's records. The
attendance of any stockholder at a meeting, without protesting at the beginning
of the meeting that the meeting is not lawfully called or convened, shall
constitute a waiver of notice by him. If given by a form of electronic
transmission consented to by the stockholder to whom notice is given, notice
shall be deemed given at the times specified with respect to the giving of
notice by electronic transmission in the DGCL. An affidavit of the Corporation's
secretary, an assistant secretary or an agent of the Corporation that notice has
been given shall, in the absence of fraud, be prima facie evidence of the facts
stated in the affidavit.

     1.5  Quorum. At any meeting of stockholders, the presence in person or by
proxy of the holders of a majority of the shares entitled to vote shall
constitute a quorum for the transaction of any business. In the absence of a
quorum, a majority in voting interest of those present or, if no stockholders
are present, any officer entitled to preside at or to act as secretary of the
meeting, may adjourn the meeting until a quorum is present. At any adjourned
meeting at which a quorum is present, any action may be taken which might have
been taken at the meeting as originally called. No notice of an adjourned
meeting need be given if the time and place, if any, thereof, and the means of
remote communications, if any, by which stockholders and proxyholders may be
deemed to be present in person and vote at such adjourned meeting, are announced
at the meeting at which the adjournment is taken except that, if adjournment is
for more than thirty days or if, after the adjournment, a new record date is
fixed for the meeting, notice of the adjourned meeting shall be given pursuant
to Section 1.4.

     1.6  Voting; Proxies. Corporate action to be taken by stockholder vote,
other than the election of directors, shall be authorized by a majority of the
shares present in person or represented by proxy at a meeting of stockholders
and entitled to vote on such action, except as otherwise provided by law or by
Section 1.8 of these by-laws. Directors shall be elected in the manner provided
in Section 2.1 of these by-laws. Voting need not be by ballot unless requested
by a stockholder at the meeting or ordered by the chairman of the meeting. If
authorized by the Board, the requirement for a written ballot may be satisfied
by a ballot submitted by electronic transmission, provided that any such
electronic transmission must either set forth or be submitted with information
from which it can be determined that the electronic transmission was authorized
by the stockholder or proxyholder. Each stockholder entitled to vote at any
meeting of stockholders or to express consent to or dissent from corporate
action in writing without a meeting may authorize another person to act for him
by proxy. Every proxy must be signed by the stockholder or his attorney-in-fact.
No proxy shall be valid after three years from its date unless it provides
otherwise.

     1.7  List of Stockholders. Not less than 10 days prior to the date of any
meeting of stockholders, the secretary of the Corporation shall prepare a
complete list of stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number

                                       2

<PAGE>

of shares registered in his name. For a period of not less than 10 days prior to
the meeting, the list shall be available during ordinary business hours for
inspection by any stockholder for any purpose germane to the meeting. During
this period, the list shall be kept either (a) at the principal place of
business of the Corporation or (b) on a reasonably accessible electronic
network, provided that the information required to gain access to such list is
provided with the notice of the meeting. The Corporation shall not be required
to include electronic mail addresses or other electronic contact information on
such list, and shall not be required to include any information with respect to
beneficial ownership of the shares of stock owned, although it may do so. If the
meeting is to be held at a place, then the list shall also be available for
inspection by stockholders at the time and place of the meeting. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

     1.8  Action by Consent Without a Meeting. Any action required or permitted
to be taken at any meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by 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 voting. Prompt notice of the taking of any such action shall be
given to those stockholders who did not consent in writing.

2.   Board of Directors.

     2.1  Number, Qualification, Election and Term of Directors. The business of
the Corporation shall be managed by the Board. Initially, as of the date of
these by-laws, the number of directors shall be fixed at six. The number of
directors may be changed by resolution of a majority of the Board or by the
stockholders, but no decrease may shorten the term of any incumbent director.
Directors shall be elected at each annual meeting of stockholders by a plurality
of the votes cast and shall hold office until the next annual meeting of
stockholders and until the election and qualification of their respective
successors, or until a director's earlier death, subject to the provisions of
Section 2.9.

     2.2  Quorum and Manner of Acting. A majority of the directors then in
office shall constitute a quorum for the transaction of business at any meeting,
except as provided in Section 2.10 of these by-laws. Action of the Board shall
be authorized by the vote of a majority of the directors present at the time of
the vote if there is a quorum, unless otherwise provided by law or these
by-laws. In the absence of a quorum, a majority of the directors present may
adjourn any meeting from time to time until a quorum is present.

     2.3  Place of Meetings. Meetings of the Board may be held in or outside the
State of Delaware.

     2.4  Annual and Regular Meetings. Annual meetings of the Board, for the
election of officers and consideration of other matters, shall be held either
(a) without notice immediately after the annual

                                       3

<PAGE>

meeting of stockholders and at the same place, or (b) as soon as practicable
after the annual meeting of stockholders, on notice to each director as provided
in Section 2.6 of these by-laws. Regular meetings of the Board may be held
without notice at such times and places as the Board determines; provided, that
notice of any such meeting shall be given as provided in Section 2.6 of these
by-laws to any director who was absent when the determination was made. If the
day fixed for a regular meeting is a legal holiday, the meeting shall be held on
the next business day.

     2.5  Special Meetings. Special meetings of the Board may be called by the
chairman of the board, the president or by any two of the directors. Notice of
any special meeting shall be given to each director as provided in Section 2.6
of these by-laws.

     2.6  Notice of Meetings; Waiver of Notice. Whenever it shall be necessary
to give notice of a meeting of the Board to any director, such notice shall be
given to such director by mailing it to him at his last known residence or usual
place of business at least three days before the meeting, or by delivering,
telephoning, telegraphing it or sending it by e-mail, facsimile or other
electronic transmission to him at his last known number or address for receiving
communications of that type at least one day before the meeting. Notice need not
be given to any director who submits a signed waiver of notice before or after
the meeting or who attends the meeting without protesting at the beginning of
the meeting the transaction of any business because the meeting was not lawfully
called or convened. Notice of any adjourned meeting need not be given, other
than by announcement at the meeting at which the adjournment is taken.

     2.7  Board or Committee Action Without a Meeting. Any action required or
permitted to be taken by the Board or by any committee of the Board may be taken
without a meeting if all of the members of the Board or of the committee consent
in writing or by electronic transmission to the adoption of a resolution
authorizing the action. The resolutions, written consents or electronic
transmissions of the members of the Board or the committee shall be filed with
the minutes of the proceeding of the Board or of the committee. Such filing
shall be in paper form if the minutes are maintained in paper form and shall be
in electronic form if the minutes are maintained in electronic form.

     2.8  Participation in Board or Committee Meetings by Conference Telephone.
Any or all members of the Board or of any committee of the Board may participate
in a meeting of the Board or of the committee by means of a conference telephone
or other communications equipment allowing all persons participating in the
meeting to hear each other. Participation by such means shall constitute
presence in person at the meeting.

     2.9  Resignation and Removal of Directors. Any director may resign at any
time by delivering his resignation in writing or by electronic transmission to
the president or secretary of the Corporation, to take effect at the time
specified in the resignation or, if no time is specified, upon its receipt by
the Corporation; the acceptance of a resignation, unless required by its terms,
shall not be necessary to make it effective. Any or all of the directors may be
removed at any time, either with or without cause, by vote of the stockholders.

                                       4

<PAGE>

     2.10 Vacancies. Any vacancy in the Board, including one created by an
increase in the number of directors, may be filled for the unexpired term by a
majority vote of the remaining directors, though less than a quorum.

     2.11 Compensation. Directors and members of committees shall receive such
compensation as the Board determines, together with reimbursement of their
reasonable expenses in connection with the performance of their duties. A
director may also be paid for serving the Corporation, its affiliates or
subsidiaries in other capacities.

3.   Committees.

     3.1  Executive Committee. The Board, by resolution adopted by a majority of
the Board, may designate an Executive Committee of one or more directors which
shall have all the powers and authority of the Board, except as otherwise
provided in the resolution, Section 141(c) of the Delaware General Corporation
Law or any other applicable law. The members of the Executive Committee shall
serve at the pleasure of the Board. All action of the Executive Committee shall
be reported to the Board at its next meeting.

     3.2  Other Committees. The Board, by resolution adopted by a majority of
the Board, may designate other committees of directors of one or more directors,
which shall serve at the Board's pleasure and have such powers and duties as the
Board determines.

     3.3  Rules Applicable to Committees. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members present at
a meeting of the committee and not disqualified, whether or not a quorum, may
unanimously appoint another director to act at the meeting in place of the
absent or disqualified member. All action of a committee shall be reported to
the Board at its next meeting. Each committee may adopt rules of procedure and
shall meet as provided by those rules or by resolutions of the Board. Unless
otherwise provided in a resolution of the Board or in rules adopted by the
committee, each committee shall conduct its business as nearly as possible in
the same manner as is provided in these by-laws for the Board.

4.   Officers.

     4.1  Number; Security. The executive officers of the Corporation shall be
the president, the chief executive officer, the chief financial officer, one or
more vice presidents (including one or more executive vice presidents, if the
Board so determines), a secretary, a treasurer and such other officers with such
titles and duties as shall be stated in a resolution of the Board which is not
inconsistent with these by-laws. Any two or more offices may be held by the same
person. The Board may require any officer, agent or employee to give security
for the faithful performance of his duties.

                                       5

<PAGE>

     4.2  Election; Term of Office. The executive officers of the Corporation
shall be elected by the Board. Each officer shall hold office until such
officer's successor is elected and qualified or until such officer's earlier
resignation on removal pursuant to Section 4.4 of these by-laws.

     4.3  Subordinate Officers. The Board may appoint subordinate officers
(including assistant secretaries and assistant treasurers), agents or employees,
each of whom shall hold office for such period and have such powers and duties
as the Board determines. The Board may delegate to any executive officer or to
any committee the power to appoint and define the powers and duties of any
subordinate officers, agents or employees.

     4.4  Resignation and Removal of Officers. Any officer may resign at any
time by delivering his resignation in writing or by electronic transmission to
the president or secretary of the Corporation, to take effect at the time
specified in the resignation or, if no time is specified, upon its receipt by
the Corporation; the acceptance of a resignation, unless required by its terms,
shall not be necessary to make it effective. Any officer appointed by the Board
or appointed by an executive officer or by a committee may be removed by the
Board either with or without cause, and in the case of an officer appointed by
an executive officer or by a committee, by the officer or committee who
appointed him or by the president.

     4.5  Vacancies. A vacancy in any office may be filled for the unexpired
term in the manner prescribed in Sections 4.2 and 4.3 of these by-laws for
election or appointment to the office.

     4.6  The President. If so determined by the Board, the president shall be
the chief executive officer of the Corporation, shall preside at all meetings of
the Board and of the stockholders and shall, subject to the control of the
Board, have general supervision over the business of the Corporation. The
president shall have such powers and duties as presidents of corporations
usually have or as the Board assigns to him.

     4.7  The Chief Executive Officer. If so determined by the Board, the chief
executive officer shall be the chief executive officer of the Corporation, shall
preside at all meetings of the Board and of the stockholders and shall, subject
to the control of the Board, have general supervision over the business of the
Corporation. The chief executive officer shall have such powers and duties as
chief executive officers of corporations usually have or as the Board assigns to
him.

     4.8  The Chief Financial Officer. The chief financial officer shall be the
chief financial officer of the Corporation and shall be in charge of the
Corporation's books and accounts. Subject to the control of the Board, he shall
have such other powers and duties as the Board or the president assigns to him.

     4.9  Vice President. Each vice president shall have such powers and duties
as the Board or the president assigns to him.

                                       6

<PAGE>

     4.10 The Treasurer. The treasurer shall have such powers and duties as the
Board or the president assigns to him.

     4.11 The Secretary and Assistant Secretaries. The secretary shall be the
secretary of, and keep the minutes of, all meetings of the Board and of the
stockholders and shall be responsible for giving notice of all meetings of
stockholders and of the Board. Subject to the control of the Board, he shall
have such powers and duties as the Board or the president assigns to him. In the
absence of the secretary from any meeting, the minutes shall be kept by the
person appointed for that purpose by the presiding officer. One or more
assistant secretaries may be appointed by the Board or by the Chairman of the
Board and may be empowered with the same duties as the Secretary.

     4.12 Salaries. The Board may fix the officers' salaries, if any, or it may
authorize the president or the chief executive officer to fix the salary of any
officer other than the president or the chief executive officer.

5.   Shares.

     5.1  Certificates. The Corporation's shares shall be represented by
certificates in the form approved by the Board. Each certificate shall be signed
by the president or a vice president, and by the secretary or an assistant
secretary, or the treasurer or an assistant treasurer, and shall be sealed with
the Corporation's seal or a facsimile of the seal. Any or all of the signatures
on the certificate may be a facsimile.

     5.2  Transfers. Shares shall be transferable only on the Corporation's
books, upon surrender of the certificate for the shares, properly endorsed. The
Board may require satisfactory surety before issuing a new certificate to
replace a certificate claimed to have been lost or destroyed.

     5.3  Determination of Stockholders of Record. The Board may fix, in
advance, a date as the record date for the determination of stockholders
entitled to notice of or to vote at any meeting of the stockholders, or to
express consent to or dissent from any proposal without a meeting, or to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action. The record date shall be determined in accordance with the
DGCL.

     5.4  Registered Owners. The Corporation shall be entitled to treat the
record holder of stock as shown on its books as the owner of such stock for all
purposes regardless of any transfer, pledge or other disposition of such stock
until the shares have been properly transferred on the books of the Corporation.

     5.5  Stockholder Addresses. It shall be the duty of each stockholder to
notify the Corporation of such stockholder's address.

                                       7

<PAGE>

     5.6  Lost, Stolen, Destroyed or Mutilated 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, destroyed or mutilated. The
Board may require the owner of the allegedly lost, stolen or destroyed
certificate, or the owner's legal representatives, to give the Corporation such
bond or such surety or sureties as the Board, in its sole discretion, deems
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction or the issuance
of such new certificate and, in the case of a certificate alleged to have been
mutilated, to surrender the mutilated certificate.

6.   Miscellaneous.

     6.1  Seal. The Corporation shall have no seal.

     6.2  Fiscal Year. The Board may determine the Corporation's fiscal year.
Until changed by the Board, the Corporation's fiscal year shall be the calendar
year.

     6.3  Voting of Shares in Other Corporations. Shares in other corporations
which are held by the Corporation may be represented and voted by the president
or a vice president of the Corporation or by proxy or proxies appointed by one
of them. The Board may, however, appoint some other person to vote the shares.

     6.4  Amendments. By-laws may be amended, repealed or adopted by the
stockholders or by a majority of the Board, and any by-law adopted by the Board
may be amended or repealed by the stockholders.

                                    * * * * *

                                       8