EXHIBIT 3.2



                                     BY-LAWS
                                       of

                          SELAS CORPORATION OF AMERICA
                          (A Pennsylvania Corporation)


                           I. MEETINGS OF SHAREHOLDERS

Section 1.01. Place of Meeting. Meetings of shareholders of the Corporation
shall be held at such place, within the Commonwealth of Pennsylvania or
elsewhere, as may be fixed by the Board of Directors. If the Board shall not fix
a place for such meetings, they shall be held at the Offices of the Corporation
in Dresher, Pennsylvania.

Section 1.02. Annual Meeting. The Annual Meeting of Shareholders for the
election of Directors and the transaction of any further business that may be
brought before the meeting, shall, unless the Board of Directors shall fix some
other hour or day therefore, be held at 2 o'clock p.m. on the last Tuesday in
April of each year, if not a legal holiday under the laws of the Commonwealth of
Pennsylvania, and, if a legal holiday, then on the next succeeding secular day
not a legal holiday under the laws of said Commonwealth. If for any reason such
meeting should not be held at the time fixed therefor, such election may be held
at a subsequent meeting called for that purpose.

Section 1.03. Notice of Meetings. Notice of every Annual Meeting of Shareholders
shall be given by the Secretary.

Notice of all meetings of shareholders shall be given to each shareholder of
record entitled to vote at the meeting, at least ten days prior to the day named
for the meeting, unless a greater period of notice is by law required in a
particular case.

Section 1.04. Organization. At every meeting of the shareholders, the President,
or in his absence, a Vice President shall act as Chairman; and the Secretary, or
in his absence, a person appointed by the Chairman, shall act as Secretary.

Section 1.05. Voting. Except as otherwise specified herein or in the Articles or
provided by law, all matters shall be decided by the vote of the holders of a
majority of the outstanding shares entitled to vote, present in person or
represented by proxy, at a meeting at which a quorum shall be present, though
such a majority be less than a majority of all the shares entitled to vote
thereon.

In each election for Directors, the candidates receiving the highest number of
votes, up to the number of Directors to be elected in such election, shall be
elected.

Section 106. Nomination of Directors and Submission of Proposals. Nominations
for directors to be elected at a meeting of shareholders may be made by the
nominating committee of the Board of Directors or another committee of the Board
of Directors performing similar functions (the "Nominating Committee") or by any
shareholder of any outstanding class of the Corporation's stock entitled to vote
on the election of directors. Proposals to be considered at a meeting of
shareholders may be made by the Board of Directors or any holder of any
outstanding class of the Corporation's stock entitled to vote on the proposal at
the meeting of shareholders. Nominations made by the Nominating Committee and
proposals made by the Board of Directors shall be made pursuant to procedures
established by the Nominating Committee or the Board of Directors, respectively.
Nominations by shareholders for directors to be elected, or proposals by
shareholders to be considered, at a meeting of shareholders and which have not
been previously approved by the Nominating Committee or the Board of Directors,
respectively, must be submitted to the Chairman of the Nominating Committee, in
case of nominations for director, and the Secretary of the Corporation, in case
of shareholder proposals, in writing, either by personal delivery, nationally
recognized express mail or United States mail, postage prepaid, not later than
(i) with respect to an election to be held, or a proposal to be considered, at
an annual meeting of shareholders, the latest date upon which shareholder
proposals must be submitted to the Corporation for inclusion in the
Corporation's proxy statement relating to such meeting pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, as amended, or any successor rule or
regulation promulgated by the Securities and Exchange Commission ("SEC") or, if
the Corporation is no longer subject to the proxy rules of the SEC, at least
ninety (90) days prior to the date one year from the date of the immediately
preceding annual meeting of shareholders, and (ii) with respect to an election
to be held, or a proposal to be considered, at a special meeting of
shareholders, the earlier of (a) thirty (30) days prior to the printing of the
Corporation's proxy materials or information statement with respect to such
meeting or (b) if no proxy materials or information statement are being
distributed to shareholders, at least the close of business on the fifth day
following the date on which notice of such meeting is first given to
shareholders. Each such nomination or proposal shall set forth:
1. The name and address of the shareholder making the nomination or proposal and
the person or persons nominated, or the subject matter of the proposal
submitted;
2. A representation that the shareholder is a holder of record, and/or
beneficial owner, of the voting stock of the Corporation entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to vote
for the person or persons nominated, or the proposal submitted;
3. A description of all arrangements and understandings between the shareholder
and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination was made, or the proposal was submitted, by the
shareholder;
4. Such other information regarding each nominee proposed by such shareholder as
would be required to be included in a proxy statement filed pursuant to the
proxy rules of the SEC had the nominee been




nominated by the Nominating Committee, including but not limited to, the
principal occupation of each proposed nominee; and

5. The consent of each nominee to serve as a director of the Corporation if so
elected.

Subject to applicable law and SEC regulations: (a) the Nominating Committee
shall have the sole authority to select, or recommend to the Board of Directors,
the nominees to be considered for election or appointment as a director and (b)
the Board of Directors shall have the sole authority to accept or reject any
shareholder proposal. The officer presiding over the meeting, in his or her sole
and absolute discretion, may reject any nomination or proposal not made in
accordance with the foregoing. Notwithstanding the foregoing, at any time prior
to the election of directors at a meeting of shareholders, the Board of
Directors may designate a substitute nominee to replace any bona fide nominee
who was nominated as set forth above and who, for any reason, becomes
unavailable for election as a director.

                                  II. DIRECTORS

         Section 2.01. Number, Classification, Term of Office and Removal of
Directors.

a) The number of Directors of the Corporation shall be from five to seven
directors, with the actual number of directors to be determined by the Board of
Directors from time to time.

(b) The Directors shall be classified with respect to the time for which they
shall severally hold office. The Board of Directors shall be divided into three
classes of Directors, as nearly equal in number of Directors as possible, to be
known as Classes "A", "B", and "C". Class A Directors shall each be elected and
hold office initially for one (1) year, or until the next annual election; Class
B Directors shall be elected and hold office initially for two (2) years or
until the second annual election; and Class C Directors shall each be elected
and hold office initially for three (3) years, or until the third annual
election. Each Director shall hold office for the term for which he is elected
and until his successor shall have been elected and qualified. At each annual
election, the successors to the class of Directors whose term shall expire in
that year shall be elected to hold office for the term of three (3) years, so
that the term of office of one class of Directors shall expire each year. If the
number of Directors is changed, any newly-created directorships or any decrease
in directorships shall be so apportioned among the classes so as to make all
classes as nearly equal in number as possible. Any Director or the entire Board
of Directors may be removed with or without cause only upon the affirmative vote
of two-thirds (2/3) of all of the shares outstanding and entitled to vote;
provided that the Board of Directors shall retain the right conferred by Section
405B of the Pennsylvania Business Corporation Law, as amended from time to time,
to declare vacant the office of a Director for the reasons specified therein.

Section 2.02. Resignations. Any Director may resign at any time by giving
written notice to the Board of Directors or to the Secretary. Such resignation
shall take effect at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

Section 2.03. Annual Meeting. Immediately after each annual election of
Directors, the Board of Directors shall meet for the purpose of organization,
election of Officers, and the transaction of other business, at the place where
such election of Directors was held. Notice of such meeting need not be given.
In the absence of a quorum at said meeting, the same may be held at any other
time or place which shall be specified in a notice given as hereinafter provided
for special meetings of the Board of Directors.

Section 2.04. Regular Meetings. Regular meetings of the Board of Directors shall
be held at such time and place as shall be designated from time to time by
standing resolution of the Board. If the date fixed for any such regular meeting
be a legal holiday under the laws of the State where such meeting is to be held,
then the same shall be held on the next succeeding secular day not a legal
holiday under the laws of said State, or at such other time as may be determined
by resolution of the Board. At such meetings, the Directors may transact such
business as may be brought before the meeting.

Section 2.05. Special Meetings. Special meetings of the Board of Directors may
be called by the President, by a Corporate Vice President, by the Secretary, or
by two or more of the Directors, and shall be held at such time and place as
shall be designated in the call for the meeting.

Section 2.06. Notice of Meetings. Written notice of each special meeting shall
be given, by or at the direction of the person or persons authorized to call
such meeting, to each Director at least two days prior to the day named for the
meeting.

Notice of regular meetings need not be given.

Section 2.07. Organization. At every meeting of the Board of Directors, a
Chairman chosen by a majority of the Directors present, shall preside, and the
Secretary, or in his absence, any person appointed by the presiding officer,
shall act as Secretary.

Section 2.08. Compensation of Directors. Each Director shall receive such
compensation as from time to time may be fixed by the Board. Directors may also
be reimbursed by the Corporation for all reasonable expenses incurred in
traveling to and from the place of each meeting of the Board or any committee
thereof.

         Section 2.09. Indemnification and Liability of Directors and Officers.

A. Personal Liability of Directors. A director of the Corporation shall not be
personally liable for monetary damages for any action taken, or any failure to
take any action, as a director to the extent that under the terms of the
Director's Liability Act, 42 Pa. Cons. Stat. Para. 8361 et seq., as modified by
any Pennsylvania statute thereafter enacted, a director's liability for monetary
damages may not be limited.


B. Indemnification. The Corporation shall indemnify any person who was or is a
party (other than a party plaintiff suing in his own behalf or in the right of
the Corporation) or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, including actions by or in the right of
the Corporation, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was serving while a director or officer of the Corporation
at the request of the Corporation as a director, officer, employee, agent
fiduciary or other representative of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorney's fees), judgements, fines, excise taxes and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding unless the act or failure to act giving rise to
the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

C. Advancement of Expenses. Expenses actually and reasonably incurred by an
officer or director of the Corporation in defending a civil or criminal action,
suit or proceeding described in paragraph B shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding (regardless
of the financial condition of such director or officer) upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified by
the Corporation.

D. Other Rights. The indemnification and advancement of expenses provided by or
pursuant to this Section shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under the Corporation's Articles of Incorporation, any insurance or other
agreement, vote of shareholders or directors or otherwise, both as to actions in
their official capacity and as to actions in another capacity while holding an
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such person.

E. Insurance. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, against any
liability asserted against and incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would have the power
to indemnify him against such liability under the provisions of these By-laws.

F. Security Fund; Indemnity Agreements. By action by the Board of Directors
(notwithstanding their interest in the transaction) the Corporation may create
and fund a trust fund or fund of any nature, and may enter into agreements with
its directors, officers, employees and agents for the purpose of securing or
insuring in any manner its obligation to indemnify or advance expenses provided
for in this Section.

G. Modification. The duties of the Corporation to indemnify and to advance
expenses to a director or officer provided in this Section shall be in the
nature of a contract between the Corporation and each such director or officer,
and no amendment or repeal of any provision of this Section, and no amendment or
termination of any trust or other fund created pursuant to Paragraph F, shall
alter, to the detriment of such director or officer, the right of such person to
the advance of expenses or indemnification related to a claim based on an act or
failure to act which took place prior to such amendment, repeal or termination.

Section 2.10. Participation in Meetings. One or more directors may participate
in a meeting of the Board or a committee of the Board by means of conference
telephone or similar communications equipment by which all persons participating
at the meeting can hear each other.

                                 III. COMMITTEES

Section 3.01. Executive Committee. The Board of Directors shall have authority
to appoint an Executive Committee comprised of members of the Board of
Directors. If such Executive Committee be appointed, it shall have such duties
and responsibilities as shall be conferred upon it from time to time by the
Board of Directors,including the right to act as to matters arising between
meetings of the Board, except as to matters which, by law, require action by the
Board. If so appointed, the Executive Committee shall report on its actions to
the Board from time to time as appropriate or as may be requested by the Board.

Section 3.02. Other Committees. The Board of Directors may at any time and from
time to time, appoint such standing committees and/or such special committees,
consisting of Directors or others, to perform such duties and make such
investigations and reports as the Board shall by resolution determine. Such
committees shall determine their own organization and times and places of
meeting, unless otherwise directed by such resolution.

                                  IV. OFFICERS

Section 4.01. Number. The Officers of the Corporation shall be a President, a
Secretary, a Treasurer and may include one or more Corporate Vice Presidents,
and a Controller, and such other Officers and Assistant Officers as the Board of
Directors may from time to time designate.

Section 4.02. Qualifications. Any two or more offices may be held by the same
person, except that the offices of President and Secretary or Assistant
Secretary shall not be held by the same person. The Officers shall be natural
persons of full age.

Section 4.03. Election and Term of Office. The Officers of the Corporation shall
be chosen by the Board of Directors at its Annual Meeting, but the Board may
choose Officers or fill any vacancies among the Officers at any other meeting.
Subject to earlier termination of office, each Officer shall hold office


for one year and until his successor shall have been duly chosen and qualified.

Section 4.04. Resignations. Any Officer may resign at any time by giving written
notice to the Board of Directors, or to the President, or to the Secretary of
the Corporation. Any such resignation shall take effect at the date of the
receipt of such notice or at any later time specified therein; and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

Section 4.05.  Duties.

(a) The President. The President shall be the Chief Executive Officer of the
Corporation and shall have general supervision over the business affairs of the
Corporation, shall sign, or countersign, all share certificates, contracts or
other instruments of the Corporation as authorized by the Board of Directors,
except in cases where the signing and execution thereof shall be expressly
designated by the Board to some other officer or agent of the Corporation; shall
make reports to the Board of Directors and shareholders and shall perform such
other duties as are incident to his office or are properly required of him by
the Board of Directors.

(b) The Vice Presidents. In the absence or disability of the President, any
Corporate Vice President designated by the Board of Directors may perform all
the duties of the President, and, when so acting, shall have all the powers and
be subject to all the restrictions upon the President; provided, however, that
no Corporate Vice President shall act as a member of, or as Chairman of, any
special committee of which the President is a member, except when designated by
the Board of Directors. The Corporate Vice Presidents shall perform such other
duties as from time to time may be assigned to them by the Board of Directors or
the President.

(c) The Secretary. The Secretary shall record all the votes of the shareholders
and of the Directors and the minutes of the meetings of the shareholders and of
the Board of Directors in a book or books to be kept for that purpose; he shall
see that notices of meetings of the Board and shareholders are given and that
all records and reports are properly kept and filed by the Corporation as
required by law; he shall be the custodian of the Seal of the Corporation, and
shall see that it is affixed to all documents to be executed on behalf of the
Corporation under its Seal; and, in general, he shall perform all duties
incident to the office of the Secretary, and such other duties as may from time
to time be assigned to him by the Board of Directors or the President.

(d) Assistant Secretaries. In the absence or disability of the Secretary, or
when so directed by the Secretary, any Assistant Secretary may perform all the
duties of the Secretary, and, when so acting, shall have all the powers of and
be subject to all the restrictions placed upon the Secretary. The Assistant
Secretaries shall perform such other duties from time to time as may be assigned
to them respectively by the Board of Directors, the President or the Secretary.

(e) The Treasurer. The Treasurer shall have charge of all receipts and
disbursement of the Corporation, and shall have or provide for the custody of
its funds and securities; he shall have full authority to receive and give
receipts for all money due and payable to the Corporation, and to endorse
checks, drafts, warrants in its name and on its behalf and to give full
discharge for the same; he shall deposit all funds of the Corporation, except
such as may be required for current use, in such banks or other places of
deposit as the Board of Directors may from time to time designate; and, in
general, he shall perform all duties incident to the office of Treasurer and
such other duties as may from time to time be assigned to him by the Board of
Directors or the President.

(f) Assistant Treasurers. In the absence or disability of the Treasurer, or when
so directed by the Treasurer, any Assistant Treasurer may perform all the duties
of the Treasurer, and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the Treasurer. The Assistant Treasurers
shall perform such other duties as from time to time may be assigned to them
respectively by the Board of Directors, the President or the Treasurer.

Section 4.06. Compensation of Officers and Others. The compensation of all
Officers shall be fixed from time to time by the Board of Directors, or by any
committee or Officer authorized by the Board so to do. No Officer shall be
precluded from receiving such compensation by reason of the fact that he is also
a Director of the Corporation.

Additional compensation, fixed as above, may be paid to any Officers or
employees for any year or years, based upon the success of the operations of the
Corporation during such year.


                      V. BORROWING, DEPOSITS, PROXIES, ETC.

Section 5.01. Borrowing, etc. No Officer, agent or employee of the Corporation
shall have any power or authority to borrow money on its behalf, to pledge its
credit or to mortgage or pledge its real or personal property, except within the
scope and to the extent of the authority delegated by resolution of the Board of
Directors. Authority may be given by the Board for any of the above purposes and
may be general or limited to specific instances.

Section 5.02. Deposits. All funds of the Corporation shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies or
other depositories as the Board of Directors may approve or designate, and all
such funds shall be withdrawn only upon checks signed by such one or more
Officers or employees as the Board shall from time to time determine.

Section 5.03. Proxies. Unless otherwise ordered by the Board of Directors, any
Officer of the Corporation may appoint an attorney or attorneys (who may be or
include such Officer himself), in the name and on behalf of the Corporation, to
cast the votes which the Corporation may be entitled to cast as a shareholder or
otherwise in any other corporation any of whose shares or other securities are
held by or for the Corporation, at meetings of the holders of the shares or
other securities of such other corporation, or, in connection with the ownership
of such shares or other securities, to consent in writing to any action by such
other corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed in



the name of and on behalf of the Corporation and under its Seal such written
proxies or other instruments as he may deem necessary or proper in the premises.

Section 5.04. Non-Applicability of Certain Provisions of Law. The provisions of
Subchapters E, G and H of Chapter 25 of the Pennsylvania Business Corporation
Law of 1988, as amended, and any corresponding provisions of succeeding law
shall not be applicable to the Corporation.


                       VI.  SHARE CERTIFICATES; TRANSFER

Section 6.01. Share Certificates. To the extent permitted by law, share
certificates shall be signed by the President, or a Corporate Vice President and
by the Secretary or the Treasurer, or by an Assistant Secretary or Assistant
Treasurer of the Corporation, but, to the extent permitted by law, such
signatures may be facsimiles, engraved or printed.

Section 6.02. Transfer of Shares. Transfer of share certificates and the shares
represented thereby shall be made only on the books of the Corporation by the
owner thereof or by his attorney thereunto authorized, by a power of attorney
duly executed and filed with the Secretary or a Transfer Agent of the
Corporation, and on surrender of the share certificates.

Section 6.03. Transfer Agent and Registrar; Regulation. The Corporation may, if
and whenever the Board of Directors so determines, maintain, in the Commonwealth
of Pennsylvania, or any other State of the United States, one or more transfer
offices or agencies, each in charge of a Transfer Agent designated by the Board,
where the shares of the Corporation shall be transferable, and also one or more
registry offices, each in charge of a Registrar designated by the Board, where
such shares shall be registered; and no certificates for shares of the
Corporation in respect of which a Transfer Agent and Registrar shall have been
designated shall be valid unless countersigned by such Transfer Agent and
registered by such Registrar. The Board may also make such additional rules and
regulations as it may deem expedient concerning the issue, transfer, regulation
and registration of share certificates.

Section 6.04. Lost, Destroyed and Mutilated Certificates. The Board of
Directors, by standing resolution or by resolutions with respect to particular
cases, may authorize the issue of new share certificates in lieu of share
certificates lost, destroyed, or mutilated, upon such terms and conditions as
the Board may direct.


                             VII. FINANCIAL REPORTS

Section 7.01. The Directors of the Corporation shall not be required to cause to
be sent to the hareholders an annual financial report under Section 318 of the
Business Corporation Law of the Commonwealth of Pennsylvania; nor need any
financial report which the Directors in their discretion may cause to be sent to
the shareholders be required to be verified by a Certified Public Accountant.
Any accountant or firm of accountants employed by the Corporation for any
purpose may be or include a Director or full-time employee of the Corporation,
and shall not be required to be elected by the shareholders of the Corporation.


                                VIII. AMENDMENTS

Section 8.01. Any or all of the provisions of these By-Laws whether contractual
in nature or merely regulatory of the internal affairs of the Corporation, may
be amended, altered, or repealed by the Board of Directors or by the
shareholders entitled to vote thereon, at any regular or special meeting duly
convened after notice to the Directors or shareholders, as the case may be,
giving a summary of the proposed amendment, alteration, or repeal; provided,
that any such proposal relating to Section 2.01(b) of these By-Laws must receive
the affirmative vote of at least two thirds (2/3) of all shares outstanding and
entitled to vote and any proposal to change the two-thirds (2/3) approval
required by this Section must also receive the affirmative vote of at least
two-thirds (2/3) of all shares outstanding and entitled to vote.

No provision of these By-Laws shall vest any property right in any shareholder.