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                                                                    EXHIBIT 3.2b

                                     BYLAWS
                                       OF
                        UNIVERSAL HOSPITAL SERVICES, INC.
                        (FORMERLY UHS ACQUISITION CORP.)

                                   ARTICLE I
                                    OFFICES

         Section 1.1 Registered Office. The registered office of Universal
Hospital Services, Inc., in the State of Delaware shall be at Corporation Trust
Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware
19801. The name of the registered agent in charge thereof shall be The
Corporation Trust Company.

         Section 1.2 Other Offices. The corporation may also have an office or
offices at such other place or places either within or without the State of
Delaware as the board of directors may from time to time determine or the
business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 2.01. Place of Meetings. Each meeting of the stockholders of
the corporation shall be held at such place either within or without the State
of Delaware as shall be fixed by the board of directors and specified in the
notice of said meeting.

         Section 2.02. Annual Meetings. The annual meeting of the stockholders
for the transaction of such business as may properly come before the meeting
shall be held at such place, date and hour as shall be determined by the board
of directors.

         Section 2.03. Special Meetings. A special meeting of the stockholders
for any purposes may be called at any time by the board of directors.

         Section 2.04. Notice of Annual and Special Meetings. Written notice of
the annual and any special meetings of the stockholders, stating the place, date
and hour of the meeting, and for special meetings the purpose or purposes for
which the meeting is called, shall be given to each stockholder entitled to vote
at such meeting, either personally or by mail, not less than ten, nor more than
sixty, days before the date of the meeting.

         Section 2.05. Business at Annual and Special Meetings. The business to
be transacted at any annual or special meeting of stockholders shall be limited
to business which is properly brought before the meeting. For the purposes of
these by-laws, "properly brought before the meeting" shall mean (i) the business
which is specified in the notice of the meeting given by the board of directors,
(ii) otherwise brought before the meeting by order of the board of directors or
(iii) otherwise properly brought before an annual meeting by a stockholder. In
order for business to be properly brought before an annual meeting by a
stockholder, the stockholder must give written notice of such stockholder's
intent to bring a matter before the annual meeting, either by personal delivery
or by United States mail, postage pre-paid, to the secretary of the corporation
no later than ninety days prior to the anniversary date of the immediately
preceding annual



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meeting. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to bring such matter before a meeting; (b) the number of
shares of the corporation entitled to vote at such meeting held by the
stockholder; (c) a representation that the stockholder is a holder of record of
stock of the corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to bring such matter before the meeting;
(d) a description of the business desired to be brought before the meeting and
the reasons therefor; (e) such other information regarding the business proposed
by such stockholder as would be required to be included in the proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission; and
(f) a representation as to the stockholder's material interest in the business
being proposed. The presiding officer of the meeting shall refuse to acknowledge
any business proposed to be brought before an annual meeting not made in
compliance with the foregoing procedure.

         Section 2.06. Quorum and Adjourned Meetings. The holders of a majority
of the stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
statute or by the Certificate of Incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented. At such adjourned meeting, at which the quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally notified. 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 2.07. Required Vote. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of statute
or by the Certificate of Incorporation, a different vote is required, in which
case such express provisions shall govern and control the decision of such
question.

         Section 2.08. Conduct of Meetings of Stockholders. The chairman of the
board of directors, or if there shall be none or in his or her absence, the
highest ranking officer of the corporation, among a group consisting of the
chief executive officer, president and the vice presidents, who is present at
the meeting, shall call to order and act as the chair of any meeting of the
stockholders of the corporation. The secretary of the corporation shall serve as
the secretary of the meeting or, if there shall be none or in his or her
absence, the secretary of the meeting shall be such person as the chair of the
meeting appoints. The chair of the meeting shall have the right and authority to
prescribe such rules, regulations and procedures and to take or refrain from
taking such actions as, in the judgment of the chair of the meeting, are
appropriate for the conduct of the meeting. To the extent not prohibited by
applicable law, such rules, regulations and procedures may include, without
limitation, establishment of (i) an agenda or order of business for the meeting,
(ii) the method by which business may be proposed and procedures for determining
whether business has been properly (or not properly) introduced before the
meeting, (iii) procedures for casting and the form of ballots to be used by
shareholders in attendance at the meeting and the procedures to be followed for
counting shareholder votes, (iv) rules, regulations

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and procedures for maintaining order at the meeting and the safety of those
present, (v) limitations on attendance at or participation in the meeting to
shareholders of record of the corporation, their duly authorized proxies or such
other persons as the chair of the meeting shall determine, (vi) restrictions on
entry to the meeting after the time fixed for commencement thereof and (vii)
limitations on the time allotted to questions or comments by participants.
Unless and to the extent otherwise determined by the chair of the meeting, it
shall not be necessary to follow Roberts' Rules of Order or any other rules of
parliamentary procedure at the meeting of shareholders. Following completion of
the business of the meeting as determined by the chair of the meeting, the chair
of the meeting shall have the exclusive authority to adjourn the meeting.

         Section 2.09. Conduct of Business. No business shall be conducted at an
annual meeting of stockholders of the corporation except business brought before
the meeting in accordance with the procedures set forth in these by-laws. If the
introduction of any business at an annual meeting of stockholders does not
comply with the procedures specified in this Section, the chair of the meeting
shall declare that such business is not properly before the meeting and shall
not be considered at the meeting.

                                  ARTICLE III
                               BOARD OF DIRECTORS

         Section 3.01. General Powers. The business, property and affairs of the
corporation shall be managed under the direction of the board of directors.

         Section 3.02. Nomination of Directors. Nominations for the election of
directors may be made by the board of directors or a committee appointed by the
board of directors or by any stockholder entitled to vote in the election of
directors generally. Any stockholder entitled to vote in the election of
directors generally may nominate one or more persons for election as directors
at a meeting only if written notice of such stockholder's intent to make such
nomination or nominations has been given, either by personal delivery or by
United States mail, postage prepaid, to the secretary of the corporation not
later than (i), with respect to an election to be held at an annual meeting of
stockholders, ninety days prior to the anniversary date of the immediately
preceding annual meeting, and (ii), with respect to the election to be held at a
special meeting of stockholders for the election of directors, the close of
business on the tenth day following the date on which notice of such meeting is
first given to stockholders. Each such notice shall set forth (a) the name and
address of the stockholder who intends to make the nomination and of the person
or persons to be nominated; (b) the number of shares of the corporation entitled
to vote at such meeting held by the stockholder; (c) a representation that the
stockholder is a holder of record of stock of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (d) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (e) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission; and (f) the consent of each nominee
to serve as a director of the corporation if so

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elected. The presiding officer of the meeting shall refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.

         Section 3.03. Quorum and Manner of Acting. One-half in number of the
directors in office at the time, but not less than three, shall constitute a
quorum for the transaction of business at any meeting. If the number of
directors in office at the time is not evenly divisible by two, any resulting
fraction shall be rounded upwards to the next whole number in calculation of the
quorum number. Except as otherwise required by the Certificate of Incorporation
or these by-laws, the affirmative vote of a majority of the directors present at
any meeting at which a quorum is present shall be required for the taking of any
action by the board of directors. In the absence of a quorum at any meeting of
the Board, such meeting, need not be held, or a majority of the directors
present thereat or, if no director is present, the chief executive officer or
secretary, may adjourn such meeting from time to time until a quorum shall be
present. Notice of any adjourned meeting need not be given.

         Section 3.04. Offices; Place of Meetings. The board of directors may
hold meetings and have an office or offices at such place or places within or
without the State of Delaware, as the board of directors may from time to time
determine.

         Section 3.05. Annual Meeting. The board of directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual meeting of stockholders.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
board of directors.

         Section 3.06. Regular Meetings. Regular meetings of the board of
directors shall be held at such places and at such times as the board of
directors shall from time to time determine. Notice of regular meetings of the
board of directors need not be given.

         Section 3.07. Special Meetings. Special meetings of the board of
directors shall be held whenever called by the chairman of the board, the chief
executive officer or any two of the directors. Notice of each such meeting shall
be mailed by the chief executive officer, the secretary or the chairman of the
board to each director, addressed to him or her at his or her residence or usual
place of business, at least two days before the day on which the meeting is to
be held, or shall be sent to him or her at his or her residence or at such place
of business by facsimile, electronic or similar means, or be delivered
personally or by telephone, not later than two days before the day on which the
meeting is to be held. Each such notice shall state the time and place of the
meeting but need not state the purposes thereof except as otherwise herein
expressly provided. Notice of any such meeting need not be given to any
director, however, if waived by him or her in writing or by facsimile,
electronic or similar means, or by mail, whether before or after such meeting
shall be held, or if he or she shall be present at such meeting; and any meeting
of the board shall be a legal meeting without any notice thereof having been
given if all of the directors shall be present thereat.

         Section 3.08. Organization. At each meeting of the board of directors,
the chairman of the board, or in the absence of the chairman of the board, or if
they be directors, the chief executive officer, or in the absence of the chief
executive officer, the president, or in the absence

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of the president, any director chosen by a majority of the directors present
thereat, shall preside. The secretary, or in his or her absence an assistant
secretary of the corporation, or in the absence of the secretary and all
assistant secretaries, a person whom the chairman of such meeting shall appoint,
shall act as secretary of such meeting and keep the minutes thereof.

         Section 3.09. Order of Business. At all meetings of the board of
directors business shall be transacted in the order determined by the board of
directors.

         Section 3.10. Action by Consent. 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 a written consent thereto is signed by all members
of the board or of such committee, as the case may be, and such written consent
is filed with the minutes of the proceedings of the board of directors or such
committee.

         Section 3.11. Telephone, etc. Meetings. Members of the board of
directors, or members of any committee designated by the board of directors, may
participate in a meeting of the board of directors, or committee, by means of
conference telephone or similar communications equipment by means of which each
person participating in the meeting can hear each other person so participating,
and such participation shall constitute the presence of such persons at such
meeting.

         Section 3.12. Resignation. Any director of the corporation may resign
at any time by giving written notice of his or her resignation to the chairman
of the board, the chief executive officer or the secretary of the corporation.
Such resignation shall take effect at the time specified therein, or, if the
time when it shall become effective shall not be specified therein, then it
shall take effect when received. Except as aforesaid, the acceptance of such
resignation shall not be necessary to make it effective.

         Section 3.13. Compensation. Each director, in consideration of his or
her serving as such, shall be entitled to receive from the corporation such
amount per annum or such fees for attendance at directors' and committee
meetings, or both, as the board of directors shall from time to time determine.
The board of directors may likewise provide that the corporation shall reimburse
each director or member of a committee for any expenses incurred by him or her
on account to his or her attendance at any such meeting. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving proper compensation therefor.

         Section 3.14. Indemnification of Directors and Officers. The
corporation shall indemnify its directors and officers in the manner and to the
extent provided in the Certificate of Incorporation.

         Section 3.15. Removal. Any director, or the entire board of directors,
may be removed at any time but only for cause.

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                                   ARTICLE IV
                                   COMMITTEES

                  The board of directors may, by resolution or resolutions
passed by a majority of the full board of directors, designate one or more
committees, each such committee to consist of one or more directors of the
corporation, which to the extent provided in said resolution or resolutions
shall have and may exercise the powers of the board of directors in the
management of the business and affairs of the corporation. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors. A majority of all the members
of any such committee may determine its actions and fix the time and place of
its meetings, unless the board of directors shall otherwise provide. The board
of directors shall have power to change the members of any such committee at any
time, to fill vacancies and to discharge any such committee, either with or
without cause, at any time.

                                   ARTICLE V
                                    OFFICERS

         Section 5.01. Number. The principal officers of the corporation shall
be chosen by the board of directors and shall be a chief executive officer and
chief financial officer and, if elected by the board of directors, a president,
one or more vice presidents (the number thereof to be determined by the board of
directors and one or more of whom may be designated as executive or senior vice
presidents), a secretary and a treasurer. The board of directors may also elect
a chairman of the board. In addition, there may be such subordinate officers,
agents and employees as may be appointed in accordance with the provisions of
Section 5.03. Any two or more offices may be held by the same person. The
offices of the corporation for which officers may be elected shall be set forth,
from time to time, by resolution of the board of directors.

         Section 5.02. Election, Qualifications and Term of Office. Each officer
of the corporation, except such officers as may be appointed in accordance with
the provisions of Section 5.03, shall be elected by the board of directors from
time to time, and shall hold office until his or her successor shall have been
duly elected and qualified, or until his or her death, or until he or she shall
have resigned or shall have been removed in the manner herein provided.

         Section 5.03. Other Officers. The corporation may have such other
subordinate officers, agents and employees as the chief executive officer may
deem necessary, including one or more assistant secretaries, one or more
assistant treasurers, a controller and one or more assistant controllers, each
of whom shall hold office for such period, have such authority, and perform such
duties as the chief executive officer may from time to time determine.

         Section 5.04. Removal. Any officer may be removed, either with or
without cause, by the vote of a majority of the full board of directors or,
except in case of any officer elected by the board of directors, by any officer
upon whom the power of removal may be conferred by the board of directors. Such
removal from office shall not affect any rights which such removed officer may
have under any employment or stockholder agreement.

         Section 5.05. Resignation. Any officer may resign at any time by giving
written notice to the board of directors or to the chief executive officer. Any
such resignation shall take effect

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at the time specified therein or, if the time when it shall become effective
shall not be specified therein, it shall take effect when accepted by action of
the board of directors. Except as aforesaid, the acceptance of such resignation
shall not be necessary to make it effective.

         Section 5.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these by-laws for
regular election or appointment to such office.

         Section 5.07. Chairman of the Board. The chairman of the board, if one
is elected, shall preside at all meetings of the stockholders and of the board
of directors and shall perform such other duties and have such responsibilities
as the board of directors may from time to time determine.

         Section 5.08. Chief Executive Officer. The chief executive officer
shall have general supervisory management over the business of the corporation,
shall report to the board of directors, and shall see that all orders and
resolutions of the board of directors are carried into effect, all subject to
the general control of the board of directors. In the absence of the chairman of
the board for any reason, including the failure of the board of directors to
elect the chairman of the board, or in the event of the chairman's inability or
refusal to act, the chief executive officer shall have all the powers of, and be
subject to all the restrictions upon, the chairman of the board.

         Section 5.09. President. The president, if one is elected, shall be
responsible for the active management of the business of the corporation, shall
perform such other duties as may be prescribed by the board of directors or the
chief executive officer and shall have authority to execute such contracts and
take such actions required in connection therewith. In the absence of the chief
executive officer for any reason, including the failure of the board of
directors to elect a chief executive officer, or in the event of the chief
executive officer's inability or refusal to act, the president or any vice
president designated by the board shall have all the powers of, and be subject
to all the restrictions upon, the chief executive officer.

         Section 5.10. Chief Financial Officer. The chief financial officer
shall (i) keep accurate financial records for the corporation; (ii) deposit all
moneys, drafts and checks in the name of, and to the credit of, the corporation
in such banks and depositories as the board of directors shall, from time to
time, designate or otherwise authorize; (iii) have the power to endorse, for
deposit, all notes, checks and drafts received by the corporation; (iv) disburse
the funds of the corporation in accordance with the corporation's policies and
procedures as adopted by resolution of the board of directors, making or causing
to be made proper vouchers therefor; (v) render to the chief executive officer
and the board of directors, whenever requested, an account of all of his or her
transactions as chief financial officer and of the financial condition of the
corporation, and (vi) perform such other duties as may, from time to time, be
prescribed by the board of directors or by the chief executive officer. The
powers and duties specified herein may be modified or limited at any time by the
board of directors.

         Section 5.11. Vice President. The vice president or, if there be more
than one, the vice presidents, in the order determined by the board of directors
(or if there is no such determination, then in the order of their election),
shall, in the absence of the president for any reason, including

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the failure of the board of directors to elect a president or in the event of
the president's inability or refusal to act, perform the duties of the
president, and, when so acting, have all the powers of, and be subject to all of
the restrictions upon, the president. The vice president shall perform such
other duties and have such other powers as the board of directors or the chief
executive officer may from time to time prescribe.

         Section 5.12. Secretary. The secretary shall record or cause to be
recorded in books provided for the purpose the minutes of the meetings of the
stockholders, the board of directors and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these by-laws and as required by law; shall be
custodian of all corporate records (other than financial); shall see that the
books, reports, statements, certificates and all other documents and records
required by law are properly kept and filed; and, in general, shall perform all
duties as the board of directors or the chief executive officer may from time to
time prescribe.

         Section 5.13. Assistant Secretary. The assistant secretary, or if there
be more than one, the assistant secretaries, in the order determined by the
board of directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the secretary for any reason,
including the failure of the board of directors to elect a secretary or in the
event of the secretary's inability or refusal to act, perform the duties and
exercise the powers of the secretary and perform such other duties and have such
other powers as the board of directors or president may from time to time
prescribe. Any assistant secretary shall have authority to attest by his or her
signature to the same extent as the secretary.

         Section 5.14. Treasurer. The treasurer shall have charge and custody
of, and be responsible for, all funds and securities of the corporation, and
shall deposit all such funds to the credit of the corporation in such banks,
trust companies or other depositories as shall selected in accordance with the
provisions of these by-laws; shall disburse the funds of the corporation as may
be ordered by the board of directors, making proper vouchers for such
disbursements, and shall render to the board of directors, whenever the board
may require him or her so to do, and shall present at the annual meeting of the
stockholders a statement of all his or her transactions as treasurer; and, in
general, shall perform all the duties incident to the office of treasurer and
such other duties as the board of directors or the chief executive officer may
from time to time prescribe.

         Section 5.15. Assistant Treasurer. The assistant treasurer, or if there
be more than one, the assistant treasurers, in the order determined by the board
of directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the treasurer, for any reason, including the
failure of the board of directors to elect a treasurer, or the treasurer's
inability or refusal to act, perform the duties and exercise the powers of the
treasurer, and perform such other duties and have such other powers as the board
of directors and president may from time to time prescribe.

         Section 5.16. Compensation. The compensation of the officers shall be
fixed from time to time by or in the manner prescribed by the board of
directors, and none of such officers shall be prevented from receiving
compensation by reason of the fact that he or she is also a director

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of the corporation. The application of this Section 5.16 shall not affect the
right any officer may have regarding compensation under an employment agreement.

                                   ARTICLE VI
                                   AMENDMENTS

                  Subject to the provisions of the Certificate of Incorporation,
these by-laws may be altered, amended or repealed at any regular meeting of the
stockholders (or at any special meeting thereof duly called for that purpose) by
a majority vote of the shares represented and entitled to vote at such meeting.
Subject to the laws of the Delaware Law (as defined in the Certificate of
Incorporation) and the Certificate of Incorporation, the board of directors may,
by a majority vote of all directors, amend these by-laws, or enact such other
by-laws as in their judgment may be advisable for the regulation of the conduct
of the affairs of the corporation.



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